Terms & Conditions
What we deliver and how we work:
1. We offer “Branded instant photo frames“ which you can use in different ways. Use them to add custom designs, text, and logos to instant photos and create a powerful marketing tool. We completely customize the photo frames to your wishes.
2. The flyers are fabricated from adhesive paper, which makes it easier and practical to apply the captured moment.
3. We also offer complete instant photo activation kits for Canon, Instax and Polaroid with which you can start your activation the minute you receive it.
4. You can even brand your instax instant camera to get the best exposure.
5. We propose the right photoflyer size, possible options and extras for your photoflyer campaign to inspire you, like QR-codes, scratch-off layers, or unique barcodes. Or help you create more sales conversion with a tear-off coupon.
6. We take time to discuss your ideas and budget to create the perfect photoflyer solution.
7. From QR-codes , unique barcodes and scratch-off layers it’s all possible by photoflyer.
8. We provide worldwide shipping with gives the ability to receive your instant photo activation kit within five business days. This includes branded stickers, frames and film equipment, an instant photo camera and of course a promo bag.
9. With the opportunity to work with several different brands, agencies, franchises and resellers all over the world we are always on the search for welcoming new partners.
10. We provide promotion teams to help you make most of your photoflyer opportunity.
There is a photoflyer for every occasion.
General Terms and Conditions
1.1. Agreement: any agreement between the Company and Client regarding the supply of Goods and/or Work by the Company to the Client.
1.2. Canon: Canon Nederland N.V. and any of its group companies.
1.3. Company: Button Media B.V., a private limited liability company, also trading under the name of Photoflyer, with its statutory seat in Amsterdam and with its registered office address in (1031 KS) Amsterdam at Overhoeksplein 1-9E, The Netherlands, and any of its group companies.
1.4. Client: the person or business or institution, including any employee, support staff or management, or other individuals with whom the Company has concluded an Agreement.
1.5. Employee: any employee engaged by the Company in the context of the Agreement in a promotional team for the purpose of promotion and photography, or any person retained by the Company for the Agreement other than under the terms of an employment contract.
1.6. Equipment: all apparatuses and installations used during the activities of the Company, including resources such as photographic paper and printed matter.
1.7. Fuji: Fujifilm Europe B.V. and any of its group companies.
1.8. Goods: means the goods provided by the Company to the Client including any Materials and resources and any other services provided by the Company to the Client.
1.9. Materials and resources: all systems, models, schedules, software, documentation, procedures, and documents, in any format whatsoever, which are made available to or by the Company in connection with the performance of the Work agreed.
1.10. Polaroid: Polaroid International B.V. and any of its group companies.
1.11. Work: the services (to be) provided by the Company in the field of photo marketing and selling photo equipment, photographic paper, printed matter, applications (web applications) and the like.
2.1. Any order confirmation sent by the Company to the Client constitutes an Agreement. An order confirmation can be sent by the Company to the Client upon the Company’s receipt of a written or oral confirmation of acceptance of any offer sent out by the Company.
2.2. The Agreement may concern the delivery of Goods and/or the provision of Work by the Company to the Client.
2.3. The Company’s offers are open for acceptance within the period stated by the Company in the offer or, when no period is stated, within thirty (30) days from the date of the offer, provided that any offer may be withdrawn or revoked by the Company at any time prior to the receipt by the Company of the Client’s acceptance thereof.
2.4. Prices in any offer, confirmation or Agreement are in Euros and do not include any taxes, duties or similar levies or inspection, transport, and insurance charges, now or hereafter enacted, applicable to the Goods and/or Work.
2.5. The Company shall have the right to increase its prices, even if it has been agreed that the price is fixed, without this leading to a termination right (including a right of dissolution) for the Client if (i) a price increase is a consequence of a statutory or other governmental measure or (ii) the cost factors of the Goods and/or Work applying at the time of the conclusion of the Agreement (such as exchange rates, manufacturer’s prices, raw material prices, wage and transport costs, insurance premiums, taxes, import duties and other government levies) increase with more than 7% (seven percent).
2.6. Goods delivered under the Agreement may include Equipment produced and/or provided by Canon, Fuji or Polaroid. In such case the terms and conditions of respectively Canon, Fuji and/or Polaroid apply with regards to such Equipment.
2.7. On all Agreements these general terms and conditions of the Company apply.
3. Invoicing and Payment
3.1. Unless the Agreement or the invoice specifies otherwise, the Client must pay the Company's invoices within fourteen (14) days of the invoice date through a bank transfer or using an electronic payment method as specified on the invoice.
3.2. Any comments and/or remarks in respect of the invoice must be communicated in writing within eight (8) days of the invoice date to the Company. Upon expiry of this period, the Client loses the right to do so. Making any comments and/or remarks, however, shall not affect the Client’s obligation to pay the invoice.
3.3. In respect of quotations specifying an amount exceeding € 5000 excluding VAT, an advance of 60% of the total sum charged to the Client shall be paid on acceptance of the order. In respect of quotations specifying an amount up to € 5000, the total sum charged to the Client shall be paid on acceptance of the order. In either case, the Company shall not proceed to order any materials for the relevant client/campaign until the invoice has been paid.
3.4. If the Client fails to pay the amount due in full or within the payment term specified in paragraph 1 above, it shall be automatically in default and it shall owe 1.5% interest on the outstanding amount per month, part of a month being counted as a full month.
3.5. If the Client acting in a professional or commercial capacity fails to pay in full or fails to pay in time, it shall owe both extra-judicial and judicial costs. The extra-judicial collection costs shall be at least 15% of the principal sum, or € 250, whichever amount is higher. The judicial costs shall not be limited to the amounts for disbursements and the fee of the authorized representative awarded by the court, but shall also comprise, insofar as permitted by law, the total procedural costs incurred by the Company, including the authorized representative's or lawyer's actual fee and disbursements paid and the costs of the bailiff plus other costs.
3.6. The Client shall not have the right to withhold or reduce any payments or to set-off existing and future claims against any payments due under the Agreement or under any other agreement that the Client may have with the Company.
4. Delivery and Performance of the Agreement
4.1. Goods shall be delivered Delivery At Place (Incoterms 2020) or as designated by the Company, unless otherwise agreed upon in writing between Parties. If the Company arranges the delivery on behalf of the Client, the Client will enter into a direct relation with UPS or any other carrier and unless otherwise explicitly agreed the general terms and conditions of UPS or any other carrier will be applicable to the Client.
4.2. The delivery dates shall be based on the expectation that the materials required for the performance of the Agreement will be delivered promptly to the Company. Delivery dates communicated or acknowledged by the Company are approximate only, and the Company shall not be liable for, nor shall the Company be in breach of its obligations to Client, for any delivery made within a reasonable time before or after the communicated delivery date.
4.3. The Company shall be permitted to deliver Goods in parts. If the Goods are delivered in different parts the Company shall be entitled to invoice each part separately.
4.4. If Client fails to take delivery of Goods ordered, then the Company may deliver the Goods in consignment at Client’s cost and risk.
4.5. The Company shall be entitled to use third party services for the execution of the Agreement.
5. Promotional team
5.1. The Agreement may involve the Company sending a promotional team, consisting of Employees of the Company, to the Client. This article applies on these situations.
5.2. For each Employee, an hourly rate excluding VAT shall be charged. An Employee must be deployed at least four and a half (4.5) hours per day.
5.3. The hourly rate shall be determined by the Company and shall be based on the Company's hourly rates customary at that time, and on the applicable legislation. If an Employee, at the request of the Client, carries out Work on a Sunday or national holiday, a 100% surcharge on top of the hourly rate shall apply, unless otherwise agreed.
5.4. In addition to the hourly rate, the Client must reimburse any expenses incurred by each Employee, including but not limited to the costs of lunch and dinner and travel expenses. If the consecutive hours of work amount to more than six (6) hours, the Company assumes that lunch and/or dinner for any Employee is arranged by the Client. In that case, the cost of lunch and/or dinner shall not be charged as expenses. The first thirty minutes of any journey time shall be paid by the Employee; half of any excess journey time shall be passed on, at the customary hourly rate, to the Client for each hour that the Employee has to travel.
5.5. If the Agreement is amended, this fact must be notified to the Company at least two (2) business days before the start of the Agreement. If the Agreement is amended less than two (2) business days before its start, and this amendment results in fewer Employees being deployed than the number agreed upon, the Client must pay the agreed hourly rate for four (4) hours worked per Employee that will not be deployed as a result of the amendment.
5.6. The Client shall arrange for all reasonable facilities required by the Employees. Moreover, the Client shall arrange any necessary permits and licenses to be able to carry out the Work on location. Any costs shall be borne by the Client.
5.7. If the Client, after an Employee has arrived at the place and time agreed, for any reason whatsoever, makes use of this Employee for less than four (4) hours, or makes no use of the Employee at all, the Client must pay the hourly rate agreed for four (4) hours worked, and any expenses incurred by the Employee.
6. Cancellation of orders and changes to the Agreement
6.1. Orders may only be cancelled or modified by the Client with the written consent of the Company. If such consent is given and the order is cancelled or modified, the Client shall reimburse the Company for all expenses incurred by the Company and the Client shall accept the cancellation charges charged by the Company.
6.2. The Company can only be bound to any amendment of the Agreement after its express written confirmation of such amendment.
6.3. The Company may cancel any order if, for reasons outside of the control of the Company, it is no longer reasonably possible for the Company to provide the Goods and/or Works under the Agreement. The Company will not be liable for any damages as a result of such cancellation.
6.4. Any cancellation or modification of an order without the Company’s consent entitles the Company to reimbursement of all damages it incurs as a result of such cancellation or modification.
6.5. Whenever a Client is forced to make a cancellation or modification request, because of a situation outside of the Client’s control, the Company will accept the cancellation or modification request whenever reasonably possible, whereby, in case of cancellation, the Client will only be charged the costs already incurred by the Company under the Agreement.
7.1. Digital proofs of the printed matter commissioned by the Client from the Company shall be made and sent by e-mail to the Client. If the Client reports no changes or improvements further to these proofs within the period specified by the Company, the printed matter shall be made in accordance with these proofs. Actual product colors may vary from colors shown on your monitor.
7.2. The Company is not liable for any mistakes in the printed matter if this printed matter has been made in accordance with the proofs and the Client has not instructed or the parties have not agreed on any changes or improvements further to these proofs within the period set.
7.3. The Goods may have small deviations from the proofs, not exceeding 2% of the proof format. Small color differences between Goods and their proofs, or between different batches of Goods are allowed.
7.4. Whenever the Company made a mistake in the production of any Goods, such as; strongly deviated colors, stains, scratches or wrong cuts, then the Company will replace the faulty Goods within the shortest reasonable period after the Clients’ complaint. In circumstances where there is no option to replace or repair the faulty Goods, the Company will provide the Client with a reimbursement of the price paid for the faulty Goods.
7.5. The Client is responsible for the quality of the designs and files submitted to the Company, and warrants that the designs and files do not infringe third parties’ intellectual property rights.
8. Liability and damages
8.1. The Company’s total liability in connection with an attributable failure in the performance of an agreement, wrongful act or any legal ground whatsoever is (cumulatively) limited to the amount paid out in the relevant matter under the liability insurance taken out by the Company. If, for any reason whatsoever, no payment is made under the aforementioned insurance, each instance of liability is limited to 50% of the total amount invoiced to the Client for the relevant Agreement with a maximum of EUR 4,000.
8.2. The Company shall not be liable for any indirect loss or damage, including but not limited to indirect, consequential, immaterial, and punitive damage, loss of profits, lost savings and loss or damage due to business stagnation.
8.3. The limitation of the Company’s liability applies accordingly to its Employees, affiliates, agents and sub-contractors.
8.4. The Client shall submit a complaint in writing to the Company as soon as possible but at the latest within two (2) months of the loss or damage arising or becoming evident, proving that the loss or damage is the direct consequence of breach of contract on the part of the Company.
8.5. The Client shall indemnify the Company against any third-party claims for damage related to Goods or the Employees provided by the Company or to the Agreement in any other way.
8.6. The Client shall indemnify and hold harmless the Company against any third-party claims regarding copyright and other intellectual property rights and claims relating to the infringement of anyone's personal privacy in connection with printed matter, photographs and other applications commissioned by the Client from the Company.
9. Retention of ownership
9.1. The Company shall retain ownership of all Goods supplied or to be supplied by it to the Client under any Agreement until the Client has paid the consideration(s) in relation to all these Goods in full.
9.2. The Client shall undertake to mark the Goods supplied subject to retention of title as the property of the Company and to insure them and keep them insured against damage and against theft and to make the policy and the proof of premium payment of this insurance available to the Company for inspection in first demand.
10. Confidentiality and Intellectual Property
10.1. Each Party shall maintain as confidential any information furnished or disclosed to one Party by the other Party, whether disclosed in writing or disclosed orally, relating to the business of the disclosing Party, its customers, and the quotation and its terms, including the pricing terms under which Client has agreed to purchase the Goods.
10.2. Each Party shall disclose such confidential information only to its employees having a need to know such information to perform the transactions contemplated by the quotation. The obligation to maintain the confidentiality of such information shall not extend to information in the public domain at the time of disclosure, and/or information that is required to be disclosed by law or by court order.
10.3. Each Party shall be entitled to announce that it has entered into the Agreement and to publicly refer to the Company as seller or to the Client as user of the Goods.
10.4. Any intellectual property rights including, but not limited to, patent rights, copyright, trademark rights, model rights, trade name rights and the rights to knowhow created in any form whatsoever arising out of or in connection the performance of the Agreement by the Company shall vest exclusively in the Company or its assignees.
10.5 By placing your order, you give approval of usage by The Company of the digital print proofs in The Company's Marketing (Newsletter, Social Media, and Photoflyer websites). Which includes the Client's potential copyright, trademark rights, model rights, and other intellectual property rights.
11.1. Without prejudice to any rights or remedies the Company may have under the Agreement or the law, the Company may, by written notice to the Client, cancel or terminate with immediate effect the Agreement or any part thereof without any liability whatsoever, if:
11.1.1. the Client violates or breaches any of the provisions of the Agreement and has not cured such breach within ten (10) days following receipt of a written notice of the breach;
11.1.2. the Client is in the process of dissolution, has applied for a bankruptcy or a moratorium, or a petition to that effect has been filed.
11.2. Upon occurrence of any of the events referred to above in this Article 21, all payments to be made by the Client under the Agreement shall become immediately due and payable.
12. Governing law / disputes
12.1. These General Terms and Conditions and the Agreement shall be governed by the laws of the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to any offer, confirmation, or Agreement.
12.2. Any dispute arising between the parties arising out of or in connection with these General Terms and Conditions or the Agreement shall be submitted to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands.
13. Amendment to and deposit of the Terms and Conditions
13.1. These Terms and Conditions have been deposited with the offices of the Chamber of Commerce in Amsterdam, the Netherlands.
13.2. These Terms and Conditions have been drafted in the English language and are translated into Dutch for the convenience of our Dutch Clients. With regards to any (interpretation) differences between the English and Dutch versions of these Terms and Conditions, the English version is leading.
13.3. The version of the General Terms and Conditions applicable at the time of the conclusion of the Agreement shall apply. These Terms and Conditions may be amended during the term of the Agreement. The Client shall be notified thereof. After having given this notice, the version most recently filed shall be applicable to the Agreement.
Last updated: Amsterdam, The Netherlands, 25 January 2022