Showpony B.V., with its registered office in Amsterdam (Ad Windighof 1, 1087 HE), Chamber of Commerce number 57883793, is a field and experiential marketing agency that carries out marketing activations in a 360-degree manner (concept, creation, production and execution). Showpony executes its assignments as an independent service provider, deploying its own personnel and independent professionals in the process. Showpony does not make labour force available to third parties and is not an employment agency.
Article 1. Definitions and applicability
1.1 The terms Showpony, Client, Parties, Quotation, Agreement and Assignment have the meanings as described in these Terms and Conditions.
1.2 These Terms and Conditions apply to every offer, quotation and agreement between Showpony and its (prospective) clients, as well as to all services provided by third parties engaged by Showpony.
1.3 The applicability of the Client's own terms and conditions is expressly rejected. The Client declares that they have received and accepted these Terms and Conditions.
Article 2. Nature of the services
2.1 Showpony shall perform the Assignment as an independent service provider and shall determine the manner of execution independently, taking into account the wishes, image and budget of the Client and the agreed quality.
2.2 Showpony deploys its own staff and independent professionals. The Client does not acquire any authority over these persons; management and supervision of the execution rest with Showpony. There is no question of the provision of personnel or temporary employment.
Article 3. Prohibition of takeover
3.1 The Client is not permitted, without the prior written consent of Showpony, to directly approach, engage or employ the professionals deployed by Showpony or included in its database, during the Assignment and for twelve months thereafter.
3.2 In the event of a breach, the Client shall be liable to pay an amount immediately due and payable of EUR 10,000 per professional concerned, or, if higher, 25 per cent of the annual contract value relating to that professional, without prejudice to the right to full compensation.
Article 4. Fees and invoicing
4.1 All prices are exclusive of VAT and exclude travel and accommodation costs. Travel and accommodation costs, as well as overtime, will be invoiced on a cost-recovery basis.
4.2 The minimum assignment is four hours per professional per day, with the exception of adverts, photo shoots and acting or extra work, for which a half-day or full-day rate applies.
4.3 The standard agency fee is 20 per cent, unless otherwise agreed in writing. Showpony applies an annual price indexation on 1 January, linked to and never exceeding the CPI index.
4.4 For Commissions with a fee in excess of EUR 2,500 and for any non-Dutch Client, a 50 per cent advance payment is required. Showpony may suspend performance until this has been received.
Clause 5. Payment
5.1 Payment must be made within fourteen days of the invoice date, without set-off, suspension or deduction.
5.2 In the event of late payment, the Client shall be deemed to be in default by operation of law and shall be liable to pay default interest at a rate of 1.5 per cent per month, with any part of a month counting as a full month.
Article 6. Last-minute bookings and cancellations
6.1 For bookings made within 48 hours of the Quotation, an additional booking fee of 20 per cent applies, on top of the agency fee.
6.2 Cancellation up to 14 days before the Assignment: 100 per cent of all costs incurred; the quoted working hours will be forfeited.
6.3 Cancellation between 14 and 7 days: 100 per cent of all costs incurred plus 50 per cent of the Quotation. Between 7 days and 72 hours: 100 per cent of all costs incurred plus 75 per cent of the agency fee. Within 72 hours: 100 per cent of all costs incurred plus 100 per cent of the agency fee.
6.4 Cancellation of a specifically booked model following written confirmation will result in a charge of 50 per cent of the daily rate.
Article 7. Formation and performance
7.1 Upon acceptance of the Quotation, Showpony shall draw up a Contract, which may take the form of a booking confirmation sent by email, setting out at least the date, time, venue, description and fee.
7.2 Showpony shall carry out the Assignment to the best of its ability, whilst taking into account the Client’s wishes, image and budget.
Article 8. Safety and facilities
8.1 The Client shall ensure a safe working environment before, during and after the Assignment.
8.2 For Assignments lasting longer than four hours, the Client shall provide sufficient food and drink, a lockable changing room and, where styling or make-up is required, sufficient tables, chairs, a mirror and a power supply.
Article 9. Intellectual property, confidentiality and publicity
9.1 All styling, concepts, designs and other work produced by Showpony in connection with the Assignment, as well as all intellectual property rights in photographs, films and texts, shall remain with Showpony, unless otherwise agreed in writing.
9.2 The parties shall keep confidential information secret. In the event of a breach, the Client shall forfeit an immediately payable penalty of EUR 1,500 per incident, without prejudice to the right to claim additional damages.
9.3 Any publicity regarding the Assignment by the Client shall take place in consultation with Showpony, unless otherwise agreed in writing.
Article 10. Use of material
10.1 The Client may only use (visual) material in the manner agreed in advance. Any other use requires the prior written consent of Showpony, which shall determine the conditions and any additional remuneration. In the event of a breach, a penalty of EUR 1,500 per breach shall be immediately payable.
Article 11. Liability
11.1 Showpony shall not be liable for any damage, subject to mandatory law and except in cases of wilful misconduct or gross negligence. The burden of proof lies with the Client.
11.2 The Client shall be liable for any loss suffered by Showpony as a result of the performance of the Assignment or any breach of the Agreement or these Terms and Conditions.
11.3 To the extent that Showpony is liable, its liability shall be limited to the amount it received from the Client in question during the three months preceding the event giving rise to the damage.
Article 12. Status, professionals and compliance
12.1 Showpony contracts the self-employed professionals it engages directly, via a written contract for services, and also employs its own staff. There is no provision of labour or temporary agency work.
12.2 Showpony undertakes to comply with the legislation applicable to it in relation to pay, social security, tax and working hours with regard to its own staff, and ensures that its self-employed professionals enter into contracts as business owners and fulfil their own tax obligations.
12.3 For cross-border Assignments, the applicable minimum wage legislation of the country in which the work is carried out applies. Showpony sets out the relevant obligations in its agreements with its professionals.
12.4 Showpony shall indemnify the Client solely against claims arising from its own failure to comply with this clause; liability shall remain subject to the limits set out in clause 11.3.
Article 13. Privacy, AI, complaints and final provisions
13.1 Parties shall process personal data in accordance with the GDPR. Showpony shall process the Client's personal data as an independent controller, unless a data processing agreement has been concluded.
13.2 Showpony may use generative AI for research, idea generation, concept content and operational efficiency, provided that it does not infringe the intellectual property rights of third parties and does not incorporate confidential information into public models.
13.3 Complaints must be reported in writing within 24 hours of the Assignment; if this deadline is exceeded, the right to rectification or compensation lapses.
13.4 Dutch law applies to all legal relationships; disputes shall be settled by the competent court in Amsterdam. The nullity of any provision shall leave the remaining provisions unaffected.
