Apex Dental Systems, a sole proprietorship based in Canada, specializes in the development and production of marketing films and commercials primarily targeting the sports sector. In these Terms of Service, "Terms of Service" refers to the present terms. In these Terms of Service, "Client" refers to the natural person or legal entity conducting business activities and utilizing the services of Apex Dental Systems. In these Terms of Service, "Parties," both collectively and individually, refer to Apex Dental Systems and/or the Client. In these Terms of Service, "Agreement" refers to the contract concluded between Apex Dental Systems and the Client, whether or not entered into within the framework of a remote sales or service system, where communication takes place solely through one or more remote communication means until the Agreement is concluded. Under the Agreement, Apex Dental Systems undertakes to provide services to the Client, and the Client agrees to pay a price for these services. The Agreement is formed by an offer from Apex Dental Systems and its acceptance by the Client, as further specified in Article 4.3 of these Terms of Service. In these Terms of Service, "Services" refer to all services provided by Apex Dental Systems and/or third parties engaged by Apex Dental Systems to the Client, including but not limited to the development and production of advertisement videos, testimonial videos, corporate films, photography, and Facebook advertising management, as well as any other activities performed by Apex Dental Systems for the Client within the scope of an assignment, including activities not expressly requested by the Client. In these Terms of Service, "Website" refers to the Apex Dental Systems website.
Article 2: Identity of Apex Dental Systems
Apex Dental Systems is registered with the Canadian Incorporation of Businesses under BC1361194. Apex Dental Systems is located at 6789 Frances Street, Burnaby BC, Canada V5B4S9.
Apex Dental Systems can be contacted via email at
[email protected], or by phone at +31645996586.
Article 3: Applicability of the Terms of Service
The Terms of Service apply to all offers made by Apex Dental Systems and to all current and future Agreements, deliveries, commercial relationships, and other legal relationships between the Parties. The Client's terms and conditions are expressly rejected.
Deviation from the Terms of Service is only valid if expressly agreed upon in writing with Apex Dental Systems.
The applicability of the Client's purchasing or other terms is expressly rejected, unless expressly and in writing agreed otherwise.
The Terms of Service also apply to additional or amended orders from the Client.
If one or more provisions of these Terms of Service are found to be void, the validity of the remaining provisions of these Terms of Service and the entire Agreement will not be affected. In such a case, the Parties will endeavor to replace the void provision with a new, valid provision that closely approximates the invalid provision within the scope of the original Terms of Service.
Article 4: The Agreement
All offers on the Website are non-binding unless expressly stated otherwise.
The Client may contact Apex Dental Systems via the Website, email, or phone for any of the offered Services.
After an initial consultation with the Client, Apex Dental Systems may provide a quote, which will be sent by mail or email. The Agreement is only concluded upon signing of the quote or through an (electronic) order confirmation.
If Apex Dental Systems sends a confirmation to the Client, it is decisive for the content and interpretation of the Agreement, subject to manifest errors. Apex Dental Systems is not bound by its offer if the Client can reasonably understand that the offer, or any part thereof, contains an obvious mistake or clerical error.
Any notes or comments made by the Client on Apex Dental Systems' quote do not form part of the Agreement unless confirmed in writing by Apex Dental Systems.
An order by the Client, without a prior written quote, requires written acceptance by Apex Dental Systems.
Article 5: Execution of the Agreement
Apex Dental Systems will endeavor to perform the Services to the best of its knowledge and ability, in accordance with the requirements of good professional practice, and as much as possible in accordance with the written agreements.
After the initial consultation, Apex Dental Systems will schedule the recording day with the Client. Following the recording day, Apex Dental Systems will edit and deliver the videos and/or images within 14 days. The Client is entitled to 2 revision rounds. Apex Dental Systems has 7 days per revision round.
The Client is responsible for providing the necessary extras/athletes. All extras/athletes must sign a release form before filming begins.
Apex Dental Systems has the right to have certain tasks performed by third parties.
When engaging third parties, Apex Dental Systems will exercise due care and, as far as reasonably possible and customary in relation to the Client, consult with the Client in the selection of these third parties. The costs of engaging these third parties are borne by the Client and will be invoiced to the Client by Apex Dental Systems.
The Client shall ensure that all data, which Apex Dental Systems indicates are necessary or which the Client should reasonably understand are necessary for the execution of the Agreement, are provided to Apex Dental Systems in a timely manner. If the data required for the execution of the Agreement are not provided to Apex Dental Systems in a timely manner, Apex Dental Systems is entitled to suspend the execution of the Agreement and/or to charge the Client for any additional costs arising from the delay at the then usual rates.
The Client shall ensure that Apex Dental Systems can perform its Services in a timely and proper manner. If the Client fails to fulfill its obligations in this regard, the Client shall compensate Apex Dental Systems for any resulting damages.
If a deadline has been agreed upon or indicated for the completion of the Services, this is never a strict deadline. In the event of exceeding a deadline, the Client must notify Apex Dental Systems in writing. Apex Dental Systems must be given a reasonable period to still fulfill the Agreement after such notification.
Article 6: Amendment of the Agreement
If it appears during the execution of the Agreement that it is necessary to change or supplement it for proper execution, Apex Dental Systems and the Client will make timely adjustments to the Agreement through mutual consultation.
If the Agreement is changed, including an addition, this constitutes an additional assignment. For this additional assignment, a separate agreement on compensation will be made in advance. Without an additional quote, the original conditions apply, with the additional Services being paid at the agreed rate.
The failure or immediate execution of the amended Agreement does not constitute a breach of contract by Apex Dental Systems and does not entitle the Client to terminate or dissolve the Agreement.
Changes to the originally concluded Agreement between Apex Dental Systems and the Client are only valid from the moment these changes have been accepted by both Parties through an additional or amended Agreement. This change will be made in writing.
Article 7: Suspension, Termination, and Interim Termination of the Agreement
Apex Dental Systems is authorized to suspend the performance of its obligations or to terminate the Agreement if the Client fails to fulfill, fully or timely, its obligations under the Agreement, or if Apex Dental Systems has good reason to fear that the Client will fail to meet these obligations, provided that Apex Dental Systems has given the Client written notice of default, setting a reasonable period for the fulfillment of the obligations, and such fulfillment has not occurred within this period.
Furthermore, Apex Dental Systems is authorized to terminate the Agreement, under the same conditions as mentioned in paragraph 1 of this Article, if circumstances arise which are of such a nature that the fulfillment of the Agreement is impossible or the unmodified continuation of the Agreement cannot reasonably be demanded.
If the Client fails to fulfill its obligations arising from the Agreement, if this non-performance justifies termination, and if the Client is in default, Apex Dental Systems is entitled to immediately and with immediate effect terminate the Agreement without any obligation on its part to pay any compensation or indemnification, while the Client, due to default, is obliged to pay compensation or indemnification.
Article 8: Cancellation
Cancellation of the Agreement after signing the quote or (electronic) order confirmation is not possible.
Article 9: Costs, Fees, and Payment
All amounts mentioned in the quote are in euros and exclusive of VAT, unless otherwise stated.
Apex Dental Systems has the right to correct obvious typographical errors in the price quotation.
Interim price changes will be passed on to the Client.
Payment is made by bank transfer. 50% (fifty percent) of the invoice must be paid within 14 (fourteen) days after the Client accepts the quote. The remaining 50% (fifty percent) must be paid within 14 (fourteen) days after the delivery of those services by the Client.
The Client is obliged to immediately inform Apex Dental Systems of any inaccuracies in the provided payment details.
If the Client fails to pay an invoice on time, the Client is automatically in default, without further notice of default being required. In that case, the Client owes statutory interest. The interest on the amount due will be calculated from the moment the Client is in default until the moment of full payment of the amount owed.
If Apex Dental Systems decides to collect a claim for non-payment of one or more unpaid invoices through legal proceedings, the Client, in addition to the principal sum due and the interest mentioned above, is also obliged to reimburse all reasonably incurred judicial and extrajudicial costs.
Apex Dental Systems is free to proceed with the delivery of the Services only once the Client has paid the due amount in accordance with the payment terms.
Article 10: Delivery
Delivery will be made within 14 (fourteen) days.
If delivery does not take place within this period, the Client shall notify Apex Dental Systems. Apex Dental Systems will ensure that delivery takes place as soon as possible, unless this is not reasonably possible according to standards of reasonableness and fairness.
The failure of Apex Dental Systems to deliver on time is not a valid reason for the termination of the Agreement.
Article 11: Retention of Title
All items delivered by Apex Dental Systems remain the property of Apex Dental Systems until these items have been fully or partially paid for.
Article 12: Guarantees
Apex Dental Systems does not provide any guarantees regarding the delivered Services.
Article 13: Liability
The Client is responsible for providing correct and representative data and information necessary for the execution of the Agreement. Apex Dental Systems shall not be liable for damages, including but not limited to those resulting from incorrect orders, if the Client has provided incorrect, non-representative, or irrelevant data.
Apex Dental Systems is not liable for errors or omissions of third parties engaged by it. By using the Services of Apex Dental Systems, the Client authorizes Apex Dental Systems to accept, on behalf of the Client, any limitation of liability imposed by a third party engaged by Apex Dental Systems.
Apex Dental Systems is not liable for any injury, whether accidental or otherwise, inflicted on the athletes/performers before, during, or after the activities for recording of footage.
Apex Dental Systems is not liable for indirect damages, including but not limited to consequential damages.
Apex Dental Systems is not liable for any typographical errors on the Website.
Apex Dental Systems is not liable for non-performance or late performance of obligations arising from the Agreement, if caused by force majeure.
If Apex Dental Systems is held liable, it shall only be liable for direct damages actually incurred, paid, or suffered by the Client as a result of a demonstrable failure of Apex Dental Systems to fulfill its obligations.
The limitation of liability does not apply in case of intent or willful recklessness on the part of Apex Dental Systems.
Article 14: Force Majeure
Force majeure means all external causes, beyond the control or fault of Apex Dental Systems, which make timely, complete, or correct performance of the Agreement impossible.
This includes but is not limited to: non-performance by a third party, illness of personnel, abnormal weather conditions, disruptions in utility services, strikes, system failures, fire, floods, natural disasters, pandemics, riots, war, or civil unrest.
In case of force majeure, the performance of the Agreement shall be suspended for the duration of the force majeure.
If the force majeure lasts longer than one month, both Parties are entitled to terminate the Agreement. Apex Dental Systems will refund any payments made, minus incurred costs.
Article 15: Confidentiality of Data
Each of the Parties guarantees that all data received from the other Party, known or which should be known to be of a confidential nature, shall remain confidential. The Party receiving confidential data shall only use it for the purpose for which it was provided. Data shall in any case be considered confidential if so designated by one of the Parties. Apex Dental Systems cannot be held to this obligation if the provision of data to a third party is necessary pursuant to a court order, a statutory provision, or for the correct execution of the Agreement.
Article 16: Intellectual Property
Apex Dental Systems reserves the rights and powers that accrue to it under the Copyright Act.
The Client guarantees that no rights of third parties oppose the provision of data to Apex Dental Systems. The Client shall indemnify Apex Dental Systems against any claim asserting that such provision, use, editing, installation, or incorporation infringes on any rights of third parties.
Article 17: Complaints Procedure
If the Client has a complaint, they must send it in writing to
or report it by phone via +31645996586. The complaint will be processed by Apex Dental Systems, if reasonably possible, within five (5) working days of receipt, and a substantive response will be provided as soon as possible.
Article 18: Amendment Clause
Apex Dental Systems reserves the right to amend or supplement these General Terms and Conditions at any time. Apex Dental Systems will inform the Client of any changes in a timely manner.
The amended General Terms and Conditions shall apply to the Agreement one month after notification to the Client.
Article 19: SMS Communication Terms
Article 20: Applicable Law and Competent Court
Canadian law applies to the legal relationship(s) between Apex Dental Systems and the Client.
All disputes arising between Apex Dental Systems and the Client shall be settled by the competent court in the District of British Columbia, Canada.