Terms and Conditions of Foxmountain

Deposited with the Dutch Chamber of Commerce (KVK no. 55498647)

This is a translation of the Dutch original. In the event of any discrepancy or dispute about interpretation, the Dutch text prevails. “Counterparty” translates the Dutch term “wederpartij” and means the party that enters into an agreement with Foxmountain.

Article 1. GENERAL

  1. These terms apply to all offers, concepts, productions and (pre-contractual) agreements for the sale and purchase of goods and/or for assignments and services of Foxmountain, trading as Vulp. These terms and conditions can be found at www.foxmountain.nl, are sent along with every quotation and are sent free of charge on request;
  2. Before the agreement is concluded (at a distance), the text of these terms and conditions is made available to the Counterparty. Before the agreement is concluded (at a distance), the Counterparty can access these terms and conditions because they can easily be consulted, downloaded and stored on a durable medium;
  3. Any ambiguity about the interpretation or content of one or more provisions of these terms shall be interpreted “in the spirit” of these terms and conditions;
  4. Additions to or deviations from these terms must be agreed in writing and apply only to the agreement for which they were made;
  5. Conflicting general terms and conditions, including those of the Counterparty, are not accepted by Foxmountain, unless agreed otherwise in writing and confirmed by Foxmountain;
  6. The code of conduct and professional rules of Foxmountain form part of these terms and conditions. The Counterparty declares that it will at all times respect the obligations arising from them;
  7. In relation to the assignment, the Counterparty can never invoke the fact that it acted on behalf of a third party, unless the Counterparty has expressly notified Foxmountain of this and Foxmountain has then accepted the assignment in writing on that condition.

Article 2. OFFERS | QUOTATION

  1. All offers are entirely without obligation and are valid for 14 days, unless agreed otherwise in writing. An agreement is only concluded once Foxmountain has accepted the assignment and the Counterparty has accepted the order confirmation by signing it. If the order confirmation is not signed and returned to Foxmountain within eight days of its date, Foxmountain assumes that it reflects what the parties have agreed. In particular, the absence of a signature does not detract from the binding force of the offer and its acceptance. An assignment can also be given via WhatsApp, text message or email;
  2. Quantities, weights, dimensions, prices, colours and the like stated in price lists or on the internet (website), quotations and other documents are for information only. Although the main characteristics of goods and services are described as accurately as possible, they are approximate indications and do not bind Foxmountain. If a sample, model or image has been shown or provided to the Counterparty, it is presumed to have been shown as an indication only, without the goods having to correspond to it, unless it is expressly agreed that the goods will correspond to it (Article 7:17 et seq. of the Dutch Civil Code);
  3. Foxmountain draws up its quotations on the basis of an estimate of the working hours required for project preparation (time and materials work), the use of materials and other project-related matters. Foxmountain determines these hours reasonably, but they are approximate, unless agreed otherwise (fixed-price work);
  4. The following methods are used to calculate the fee:
    1. On the basis of a fixed amount: performing a service for a total amount set in advance, depending on the assignment and the advice associated with it;
    2. On the basis of an hourly rate: a fee agreed in advance for performing services for the duration of one hour by one person. The Counterparty is charged for the total number of hours worked for it, including travel time, office costs, depreciation and other costs;
  5. If the quotation is accompanied by drawings, technical descriptions, designs and calculations made by Foxmountain itself or on its behalf, these remain the property of Foxmountain. Such documents may not be handed over or shown to third parties with the aim of obtaining a comparable quotation. Nor may they be copied or reproduced. If Foxmountain is not given an assignment on the basis of the quotation, these documents must be returned to Foxmountain, carriage paid, within 14 days of a request from Foxmountain to that effect. If the said property is found to have been infringed, Foxmountain is entitled to charge a fee of € 500.00 per case;
  6. The content of the production (or 3D model) is communicated approximately at the time of acceptance but remains dependent on the circumstances of the case. Foxmountain expressly reserves all rights to make interim changes to the direction of the production. Foxmountain determines how a production is designed and carried out;
  7. A composite quotation does not oblige Foxmountain to carry out part of that quotation for a corresponding part of the price stated in the quotation;
  8. A production/presentation/session is recorded as agreed. The content of the production/presentation/session is communicated approximately at the time of acceptance but remains dependent on the circumstances of the case. Foxmountain expressly reserves all rights to make interim changes to the direction of the production/presentation/session. Foxmountain determines how a production/presentation/session is designed and carried out;
  9. In the case of a shared production, additional conditions may apply with regard to, among other things, delivery, recording times and editing. These additional conditions are set out in the quotation;
  10. If no assignment follows, Foxmountain has the right to charge the Counterparty all costs it has had to incur to prepare its quotation. These may include, among other things, design and calculation costs, drawing costs, programming costs and administration costs.

Article 3. WHEN DOES ADDITIONAL WORK APPLY?

If, after the assignment has been given, the Counterparty has additional wishes during the production that are not included in the quotation, these extra hours are charged at a fixed hourly rate, in addition to the invoice amount agreed in the quotation, unless agreed otherwise. The Counterparty must confirm an assignment for additional work in writing. Changes to the original assignment, of whatever nature, must be confirmed in writing by Foxmountain. The originally agreed delivery period for the production lapses as a result of the change.

Article 4. PERFORMANCE OF THE AGREEMENT

  1. Foxmountain will perform the agreement to the best of its knowledge and ability, in accordance with the requirements of good workmanship, on the basis of the state of scientific knowledge at the time and with due regard to the code of conduct and professional rules. Foxmountain declares to the Counterparty that it will exercise the care that may be expected of a reasonably competent and reasonably acting professional;
  2. The Counterparty ensures that all data which Foxmountain indicates are necessary, or which the Counterparty should reasonably understand to be necessary for the performance of the agreement, are provided to Foxmountain in good time. The Counterparty is responsible for the accuracy, completeness and reliability of the data and documents provided to Foxmountain, including where these originate from third parties;
  3. Where necessary, Foxmountain will keep the Counterparty informed of the progress of the work in the interim;
  4. The Counterparty must carefully examine all parts of the assignment submitted by Foxmountain in draft form for errors and/or defects and return them to Foxmountain, corrected and/or approved, with due speed. The Counterparty is entitled to 1 revision. After that, work is carried out at the hourly rate;
  5. Approval of the draft by the Counterparty constitutes confirmation that Foxmountain has correctly carried out the work preceding the draft. Foxmountain is not liable for deviations, errors and defects that have gone unnoticed in the draft approved or corrected by the Counterparty;
  6. Before proceeding to production, reproduction or publication, the parties must give each other the opportunity to check and approve the latest models, prototypes, software or proofs of the design. If Foxmountain, whether or not in the name of the Counterparty, gives orders or instructions to production companies or other third parties, the Counterparty must, at the request of Foxmountain, confirm its approval mentioned above in writing;
  7. Because of unforeseen circumstances, the Counterparty must allow for deviations in quantity, differences in dimensions and other minor changes. These changes/adjustments made by Foxmountain during performance, in details and in the dimensions of details, may be carried out without consultation and cannot give the Counterparty grounds for failing to fulfil its obligations. These changes may be of a technical, aesthetic and/or practical nature.

Article 5. SAAS SERVICES

  1. Foxmountain makes a Software-as-a-Service (SaaS) service available through Vulp;
  2. Foxmountain, also trading as Vulp, uses annual subscriptions for 3D services. A subscription is in principle entered into for twelve (12) months, unless something else follows from the content, nature or purport of the agreement or the parties have expressly agreed otherwise. The subscription can be cancelled after twelve (12) months and is otherwise automatically renewed for another period of 12 months;
  3. If the Counterparty wishes to end the subscription after 12 months, the Counterparty must observe a notice period of one month. This notice must be given by the Counterparty in writing and by registered mail;
  4. The Counterparty is not permitted to use the disk space made available for the following actions, on pain of a penalty of € 1,000.00 per violation and a complete block on all use:
    • acts or conduct in breach of statutory provisions, netiquette or the guidelines of the Advertising Code Committee (Reclame Code Commissie);
    • spamming, spreading computer viruses;
    • other acts in breach of the law, the rules of conduct and what is proper in society;
  5. Depending on the subscription, usage limits apply, including the maximum number of products, data usage and server load. Foxmountain applies a fair use policy. If these limits are exceeded, Foxmountain is entitled to take appropriate measures, including adjusting the subscription or restricting use, after the Counterparty has been notified. See also Article 8 of these terms and conditions;
  6. The applicable rules and procedures of the relevant registering body apply to the application for and use of a domain name and/or IP address, where applicable. If the Counterparty does not comply with these separate conditions, the Counterparty loses ownership or the right of use of a domain and Foxmountain cannot be held responsible for this;
  7. The Counterparty is fully responsible for the use of the domain and the domain name.

Article 6. CANCELLATION

  1. In the event of cancellation by the Counterparty before the production has started, all costs incurred by Foxmountain in connection with the assignment, as well as lost profit, are immediately due and payable, with a minimum of 10% of the principal sum, in each case increased where necessary by any damage suffered by Foxmountain as a result of the cancellation;
  2. If the work or goods have already been produced and are personal in nature or by their nature cannot be cancelled, such as audio and video recordings and productions related to software, 100% of the agreed principal sum is charged.

Article 7. USE | LICENCE

  1. If the Counterparty fully meets its obligations under the agreement with Foxmountain, it obtains an exclusive licence to use the production, insofar as this concerns the right of publication and reproduction in accordance with the purpose agreed in the assignment. If nothing has been agreed about the purpose, the licence is limited to the use of the production for which firm intentions existed at the time the assignment was given. These intentions must demonstrably have been made known to Foxmountain before the agreement was concluded;
  2. The Counterparty is no longer permitted to use the results made available, and any licence granted to the Counterparty in connection with the assignment lapses (temporarily or permanently):
    1. from the moment the Counterparty fails to (fully) meet its (payment) obligations under the agreement or is otherwise in default, unless the Counterparty’s shortcoming is of minor importance in light of the assignment as a whole;
    2. if the assignment is terminated prematurely for whatever reason, unless the consequences of this would be contrary to reasonableness and fairness;
  3. Foxmountain, with due regard to the interests of the Counterparty, is free to use the design for its own publicity or promotion.

Article 8. DECOMMISSIONING

  1. Foxmountain has the right to take a website produced by it out of use (temporarily) and/or to restrict its use if the Counterparty fails to fulfil an obligation to Foxmountain in connection with the agreement or acts in breach of these terms and conditions. Foxmountain will notify the Counterparty in advance, unless this cannot reasonably be required of Foxmountain;
  2. The obligation to pay the amounts owed continues during the decommissioning;
  3. The website is put back into service if the Counterparty has fulfilled its obligations within a period set by Foxmountain.

Article 9. DELIVERY TIME | DELIVERY | RISK

  1. The (completion or) delivery stated in the order confirmation, or agreed, is not a strict deadline and is only indicative, even if it has been expressly accepted by the Counterparty. If the stated or agreed delivery period is exceeded, the Counterparty must give Foxmountain a reasonable period of at least 14 days in writing to still perform;
  2. The stated or agreed delivery period is in any case, but not exclusively, automatically extended by the period(s) during which:
    • there is a delay in manufacturing and/or shipping and/or assembly and/or any other circumstance temporarily preventing performance, regardless of whether this is attributable to Foxmountain;
    • the Counterparty fails to meet one or more obligations to Foxmountain or there are reasonable grounds for fearing that it will fail to do so, regardless of whether the reasons for this are justified;
    • the Counterparty does not enable Foxmountain to perform the agreement. This situation arises, among other things, if the Counterparty fails to communicate the place of delivery or to make available the data, goods or facilities required for performance.

Article 10. PRICES | PAYMENT

  1. All price quotes and the prices that Foxmountain charges are the prices applicable at the time of the offer or of the conclusion of the agreement, excluding travel and accommodation costs and excluding VAT, unless agreed otherwise in writing;
  2. The invoice amount is increased by a credit restriction surcharge. The percentage of this surcharge is stated in the quotations, price lists and the like. This surcharge does not have to be paid if payment is made within 14 days of the invoice date.
  3. If, after the agreement has been concluded, the prices of materials, taxes and/or other factors that partly determine the price of the goods and/or services change, Foxmountain is entitled to pass on these price changes. Price changes of more than 10% give the Counterparty the right to dissolve the agreement, provided this is done in writing and within seven days of receipt of the relevant notice. A dissolution as described above does not entitle the Counterparty to compensation for any damage whatsoever;
  4. The Counterparty is responsible for paying copyright fees for the music used in a production. These copyright fees are additional costs that are not included in the quotation. The amount of the fees is determined by the copyright organisation and the costs are added to the final invoice;
  5. The costs of a “voice over” are added to the final invoice;
  6. Payment must be made within 14 days of the invoice date. If other payment terms have been agreed, these are stated on the invoice;
  7. Without prejudice to its other rights, Foxmountain is then entitled to charge interest on the outstanding amount per month or part of a month, calculated from the relevant due date;
  8. All extrajudicial and judicial costs incurred by Foxmountain in connection with a dispute with the Counterparty, whether as claimant or defendant, are for the account of the Counterparty;
  9. Incoming payments are applied to settle the oldest outstanding items, including interest and costs, even if the Counterparty states otherwise;
  10. In the case of a joint assignment, each Counterparty is individually jointly and severally liable for payment of the entire invoice amount.

Article 11. COMPLAINTS | WARRANTY

  1. Complaints about the work performed must be reported by the Counterparty to Foxmountain within 5 days of completion of the work concerned. After this period has passed, complaints are no longer dealt with. The complaint must contain as detailed a description as possible of the shortcoming, so that Foxmountain is able to respond adequately. Foxmountain will inform the Counterparty in writing, within 18 working days of receipt of the complaint, whether the complaint is found to be justified or unjustified;
  2. If a complaint is justified, Foxmountain will still perform the work as agreed, unless this has meanwhile demonstrably become pointless for the Counterparty. The Counterparty must make the latter known in writing;
  3. A complaint is not possible if:
    • the delivered goods/assembly/production show one or more imperfections or deviations that fall within a reasonable tolerance;
    • the delivered goods/assembly/production have been used for a purpose other than that for which they are normally intended or, in the opinion of Foxmountain, have been used, stored or transported improperly;
    • the damage was caused by negligence of the Counterparty or because the Counterparty acted contrary to instructions, directions and advice of Foxmountain;
    • the Counterparty has not fulfilled its obligations to Foxmountain (financial or otherwise);
    • damage arises after completion of the work which is due to excessive or abnormal use, inadequate maintenance, or forgetfulness or inexperience of those who use the material;
    • repairs or other work have been carried out on the goods/assembly/production by third parties without the written permission of Foxmountain;
  4. The warranty obligation lapses in the event of improper use, incorrect handling and if the technical instructions for use are not observed. If repair work has to be carried out, Foxmountain expects the full cooperation of the Counterparty and the opportunity to repair before third parties are engaged;
  5. The following are expressly excluded from any warranty on products supplied by Foxmountain: normal wear and tear, reduced usability and decreasing compatibility due to technological progress or otherwise, and any form of damage arising as a result of changes made after delivery.

Article 12. NON-PERFORMANCE | DISSOLUTION | SUSPENSION

  1. Foxmountain is entitled to dissolve the agreement in whole or in part with immediate effect, without judicial intervention, or to suspend performance, without prejudice to its other rights (to performance and/or compensation), if:
    • the Counterparty acts in breach of any provision of the agreement between the parties;
    • the Counterparty dies, applies for suspension of payments or files for bankruptcy, or the Counterparty’s bankruptcy is applied for, or the Counterparty’s business is shut down or liquidated;
    • a private composition with creditors is offered or any of the Counterparty’s assets are attached;
  2. The provisions of paragraph 1 of this article apply accordingly if the Counterparty, after being invited to do so in writing, has not provided security that Foxmountain considers adequate within seven days;
  3. Furthermore, Foxmountain is entitled to dissolve (or have dissolved) the agreement if circumstances arise of such a nature that performance of the agreement is impossible, or can no longer be required according to standards of reasonableness and fairness, or if other circumstances arise of such a nature that unchanged continuation of the agreement cannot reasonably be expected;
  4. If the agreement is dissolved, Foxmountain’s claims against the Counterparty are immediately due and payable. If Foxmountain suspends performance of its obligations, it retains its claims under the law and the agreement;
  5. Foxmountain always retains the right to claim compensation for damages.

Article 13. (INTELLECTUAL) PROPERTY AND RETENTION OF TITLE

  1. Delivery takes place subject to retention of title. This retention applies to claims for payment for all goods or productions delivered or to be delivered by Foxmountain to the Counterparty under any agreement and/or work performed in connection with delivery, as well as to claims arising from the Counterparty’s failure to perform these agreements;
  2. Foxmountain reserves all (intellectual property) rights in the goods it supplies, in the broadest sense of the words, in particular the copyright in all works as referred to in Article 10 of the Dutch Copyright Act (Auteurswet). The Counterparty undertakes not to infringe or impair these rights in any way, directly or indirectly, by use or otherwise, and acknowledges that Foxmountain is the rightful owner;
  3. Ownership of ideas, concepts or (trial) designs provided by Foxmountain remains entirely with Foxmountain, unless expressly agreed otherwise in writing. In the latter case Foxmountain may stipulate a fee for this. If the said property is found to have been infringed, Foxmountain is entitled to charge a reasonable (damages) fee, to be determined by Foxmountain itself;
  4. Foxmountain retains the right to use for other purposes the knowledge gained through the performance of the work, insofar as no confidential information is disclosed to third parties;
  5. A Foxmountain production may not be reproduced, copied, adapted or incorporated into products other than those for which it was originally made, unless Foxmountain has given explicit permission for this;
  6. Without the written permission of Foxmountain, the Counterparty is not entitled to use (or allow the use of) the production more widely or in a different way than agreed. In the event of wider or different use that has not been agreed, including modification, mutilation or impairment of the preliminary or final design, Foxmountain is entitled to compensation for infringement of its rights of at least three times the agreed fee, or at least compensation that is reasonable and fair in proportion to the infringement committed, without prejudice to Foxmountain’s right to claim compensation for the actual damage;
  7. In the cases mentioned in this article, Foxmountain is entitled to take back the delivered goods that have remained its property. Such a taking back counts as a dissolution of the agreement(s) concluded with the Counterparty. The Counterparty irrevocably authorises Foxmountain, insofar as necessary, to remove (or have removed) the goods concerned from wherever they are located;
  8. The Counterparty is entitled, if and insofar as necessary in the course of its normal business operations, to dispose of the goods subject to retention of title. If the Counterparty makes use of this authority, it is obliged to supply the goods subject to retention of title to third parties likewise only subject to the property rights of Foxmountain. It is also obliged, at the first request of Foxmountain, to grant Foxmountain an undisclosed right of pledge on the claims it has or will have against these third parties. If the Counterparty refuses to do so, this provision serves as an irrevocable power of attorney for Foxmountain to establish this right of pledge.

Article 14. LIABILITY

  1. Foxmountain is not liable for damage arising as a result of any failure in the performance of its obligation(s) to the Counterparty, unless there is intent or deliberate recklessness on the part of Foxmountain or its managerial subordinates;
  2. Foxmountain is likewise not liable for intent or (gross) negligence of (non-managerial) subordinates or of others whom it has engaged in the performance of the agreement;
  3. Foxmountain accepts no liability for advice given by or on behalf of it;
  4. Foxmountain’s liability for a professional error by which the Counterparty suffers (direct) damage is limited to a maximum equal to the invoiced amount, or at least the part of the assignment to which the liability relates, or at least to a maximum of EUR 2,500.00 (in words: twenty-five hundred euro). Liability is at all times limited to a maximum of the amount paid out by Foxmountain’s insurer in the case concerned. Compliance with this provision constitutes the sole and full compensation for damages;
  5. The Counterparty must always give Foxmountain the opportunity to settle a complaint, otherwise the liability claim and with it the compensation lapse;
  6. Direct damage is understood to mean only:
    • the reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms;
    • any reasonable costs incurred to make Foxmountain’s defective performance conform to the agreement, unless these cannot be attributed to Foxmountain;
    • the reasonable costs incurred to prevent or limit damage, insofar as the Counterparty demonstrates that these costs have led to a limitation of direct damage as referred to in these terms and conditions;
  7. Foxmountain is never liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business interruption;
  8. Unless expressly agreed, the assignment does not include carrying out research into the existence of trademark rights, drawing or model protection, patent rights, copyrights and portrait rights of third parties. The same applies to research into the possibility of such forms of protection for the Counterparty.

Article 15. FORCE MAJEURE

  1. Force majeure within the meaning of these terms and conditions means any circumstance beyond the will and control of Foxmountain, whether or not foreseeable at the time the agreement was concluded, as a result of which performance cannot reasonably be required of Foxmountain, such as war, government measures, shortage of raw materials, factory or transport disruptions of whatever nature, strikes, lockouts or shortage of staff, quarantine, epidemics, frost delays, disruptions or outages of internet, hosting, cloud or other services outside the sphere of influence of Foxmountain, failure of third parties engaged by Foxmountain for the performance of the agreement (such as late delivery by suppliers), etc.;
  2. Force majeure gives Foxmountain the right either to terminate the agreement in whole or in part or to suspend performance of its obligations, without being liable for compensation. The Counterparty remains obliged to pay for the part of the agreement that has already been performed.

Article 16. PROCESSING OF PERSONAL DATA | PRIVACY POLICY

  1. Foxmountain processes personal data in accordance with the applicable privacy legislation. Insofar as Foxmountain processes personal data on behalf of the Counterparty, this is done in accordance with the instructions and under the responsibility of the Counterparty;
  2. Technical and organisational measures have been taken to protect personal data against loss or any other form of unlawful processing, taking into account the state of the art and the nature of the processing;
  3. Foxmountain keeps personal data only for as long as it is needed for the purposes for which it was collected or is used and/or as long as this is required by law. If the Counterparty’s account is not used for 18 months, it is marked as “inactive”. In that case, account information is no longer actively used, for example to provide information about products and services;
  4. Foxmountain cooperates with the Counterparty or third parties when they submit a request to exercise their rights such as, but not limited to, the right of access, rectification and erasure, except for information that Foxmountain is legally obliged to retain. For example, Foxmountain is legally obliged to retain data such as copies of invoices for seven years;
  5. The collection of (personal) data of the Counterparty, including user material and information, used by Foxmountain is a legally protected database. Foxmountain is the producer of the database and therefore has the exclusive right to give permission for:
    • the extraction or re-utilisation of the whole or a qualitatively and/or quantitatively substantial part of the contents of the database;
    • the repeated and systematic extraction or re-utilisation of qualitatively and/or quantitatively insubstantial parts of the contents of the database, insofar as this conflicts with the normal exploitation of the database or unreasonably prejudices the legitimate interests of Foxmountain. Foxmountain may only extract or re-utilise data from the database if and insofar as permitted under these terms and conditions;
  6. Unless it is unlikely that it entails a risk to the rights and freedoms of natural persons, a data breach is, where possible, reported to the Dutch Data Protection Authority (Autoriteit Persoonsgegevens) within 72 hours after Foxmountain becomes aware of it;
  7. Foxmountain is entitled to collect and analyse usage data for the management and improvement of its services, insofar as this is done in accordance with the applicable privacy legislation.

Article 17. PARTIAL INVALIDITY

If one or more provisions of this agreement with the Counterparty are not or not entirely legally valid, the remaining provisions remain fully in force. In place of the invalid provisions, an appropriate arrangement applies that comes as close as possible, in a legally effective way, to the intention of the parties and the economic result they were pursuing.

Article 18. PLACE OF PERFORMANCE | APPLICABLE LAW | COMPETENT COURT

  1. The place of establishment of Foxmountain is the place where the Counterparty must fulfil its obligations to Foxmountain, unless mandatory provisions prevent this;
  2. Only Dutch law applies to all offers and agreements of Foxmountain;
  3. All disputes arising from the agreement concluded between the Counterparty and Foxmountain, or from further agreements resulting from it, will be settled by the competent court;
  4. These terms were deposited with the Dutch Chamber of Commerce in September 2026.