The following terms and conditions are affective from January 2015 and apply to:
The contractor: We Can Do It Productions
The client: The counter party of the contractor
1. The relevance of these conditions.
1.1 These conditions apply to all offers and agreements arising from aforementioned, this also includes all obligations established between contractor and client.
Any alterations to these conditions need to be agreed upon by letter between contractor and client.
Possible terms and conditions used by the client are not operative until an agreement to this matter is established via letter.
2.1 All price suggestions of the contractor are non-committal.
3. Creation of agreement.
3.1 An agreement can only be created when the contractor either receives an assignment, a contractual proposal, or when the contractor already started the proceedings of the assignment, or
when a proposition is confirmed by the client.
3.2 When the situation occurs that there are no agreements about the compensation or the amount of aforementioned, the usual fees apply and need to be added to the expenses made by the contractor.
4. Alteration of agreement.
4.1 Any information about agreements given to the contractor after the creation of the aforementioned, that will affect the nature of this agreement by the judgment of the contractor, entitles the contractor to cancel these, without being responsible for the damages.
4.2 If the situation would occur that it would be essential to change the implementation of the agreement in progress, both parties will need to act timely and in consultation with another to alter the agreement accordingly.
4.3 If the agreements need to be altered or supplemented and a delay may occur, or the proceedings may differ as a result of the aforementioned. It will be the responsibility of the contractor to inform the client timely.
4.4 In case an alteration in the agreement causes financial changes and/or qualitative consequences and include changes to the honorarium, the contractor will inform the client beforehand.
4.5 Alterations made in the agreement by the client, can only be validated via letter to the contractor, after approval and confirmation.
5. Duration of the agreements and terms.
5.1 The agreement is entered with the beforehand agreed durations of the assignment.
5.2 If within the period of agreement separate terms for proceedings are submitted, it can never be considered as a final term.
If the term is not met, the client should admonish the contractor to urgently act and minister a timeframe within the proceedings need to be completed.
6. Nature of commitment.
6.1 All commitments of the contractor are considered “effort commitments”.
6.2 The contractor will openly receive feedback concerning the delivered footage, within 8 days after the delivered footage has been made available to the client.
The feedback coming from the client needs to be reported in writing to the contractor within the same time period as the aforementioned.
6.3 If the complaint is considered well grounded by the contractor, the manner in which it will be resolved will be discussed mutually, while maintaining the existing agreements.
6.4 Presenting the complaint never reliefs the client from payment obligations towards the contractor.
6.5 If the services agreed upon earlier, are not longer possible or meaningful, the contractor will only be held responsible within the confines of article 7.
7.1 The contractor is, with exception of harm with intent or gross negligence, never responsible for the client, it’s personnel and/or third party of any nature whatsoever, arising or related to shortcomings in the compliance of an agreement, or arising out of an unlawful act.
7.2 The accountability is evermore limited to the client’s direct damages.
7.3 If it has been established that the client is responsible for damages made, that liability is limited to the contractor’s insurance coverage and amount paid by the contractor’s insurance.
If the insurance company may decides to not hand out payments, the contractor’s responsibility is limited to a maximum of 50% of the honorarium that the contractor would have received before the assignment.
8.1 The client shall indemnify the contractor entirely and unconditionally against all claims from 3rd parties for compensation of damages caused by/or during an assignment; damages originated from copyright or portrait rights or any other intellectual property right included therein, with exception of intent and/or gross negligence of the contractor.
9. Force majeure.
9.1 Force majeure means in addition to what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, which the contractor has no influence, yet will render the contractor powerless to meet its obligations.
9.2 Either party is entitled to terminate the contract in whole or in part without judicial intervention, without the parties being entitled to have compensation for damages, when either the contractor or client by force majeure of illness cannot provide (within a month) a decent substitute to continue proceedings.
9.3 If at the time of the force majeure the contractor already partially fulfilled his or her obligations, or can only partially fulfill his or her duties, he or she may invoice the already implemented or the executable part separately.
10.1 Payments shall be made within 14 days of the invoice date to be specified by the Contractor in the currency of the invoice.
10.2 Advance payments shall be deducted from the final invoice issued by the Contractor.
10.3 If the Client failed to pay on time, it will be considered a violation without any warning and/ or notice.
For delayed payments the interest rate will be 1% per month unless the statutory interest rate is higher, in this case the statutory interest rate will be held.
10.4 Extrajudicial collection costs are also the client responsibility
in any case where the Contractor has insured himself for recovery of the assistance of a third party.
The extrajudicial collection costs are at least 15% of the sum, with a minimum amount of EUR 300, –
10.5 In case of liquidation, bankruptcy of the Client, the claims of the contractor and the obligations of the client to the contractor will be claimable immediately.
10.6 In case an invoice is partially paid by the client, it will be deducted in the first place from any interest and extra cost made from the total sum, even when the client indicates it concerns a later invoice.
Secondly the invoices made prior to the aforementioned will be deducted first.
10.7 Contractor will pay a freelancer or another company for his or her services within 30 days after the client of “We can do it Productions” has been passed for payment.
11.1 If the client fails, the contractor is entitled to suspend the execution of the work without prejudice to its other powers, by the law and these conditions.
11.2 In case the contractor has reason to doubt the legitimacy of the execution of a contract, he/she is entitled to suspend the implementation of its commitments until the client, to the satisfaction of the Contractor demonstrates that this implementation is lawful.
Whether or not electronic records of the contractor shall provide full proof of the theses of the contractor, unless a rebuttal is written.
12. Booking and cancellation.
12.1 If the client wishes to terminate the assignment or he/she will be still held the agreed remuneration and any additional costs made by the contractor while meeting with the notice, unless there is a cancellation scheme agreed upon by letter beforehand.
Notice must be in writing in all cases.
13.1 Client acquires, subject to the proper performance of its obligations under the agreement, through the order confirmation the exclusive right on the rights to show the footage as defined therein, shall not affect the rights of the contractor under ex Article 45a e.v. of the copyright act.
13.2 The exploitation rights in article 13.1 does not ever refer to that part contractors copyrights, that has been transferred to a management organization for collective collection.
13.3 The client shall provide the contractor is entitled to publish the footage to public for promotional purposes for the contractor to create and reproduce.
13.4 The client warrants that the contractor will be featured on all reproductions of the footage and all the associated publicity material, unless the contractor declares in writing to refrain from this matter. Indication is made at a location that is in accordance with the interest of the contractor for production.
14. Termination of the agreement.
14.1 Without prejudice to the other rights of the contractor under this general delivery or from the law, the contractor may suspend or terminate an agreement without judicial intervention and without notice if:
a. Bankruptcy from the client is requested or the suspension of further payments.
b. Client seizure, or loses the power of its assets or important parts thereof.
c. The contractor has a reasonable suspicion that the client is unable or fails to meet its obligations.
d. The customer fails to fulfill agreements with the contractor.
14.2 The dissolution of the claims of the contractor will be immediately claimable. Without prejudice to the other obligations of the client under the agreement, the contractor shall pay the full amount that the client under the agreement would have paid, plus statutory interest from the date of the dissolution.
14.3 The customer is liable for all damages suffered by the contractor by such dissolution. The contractor is not liable to pay any compensation for damage to the client by having such dissolution.
15. Applicable law and disputes.
15.1 Disputes and inquiries about the interpretation of the agreement, including pricing are governed by Dutch law.
Conditions shall be exclusively submitted to the competent court of the district of the contractor.
16.1 If one or multiple provisions of this agreement are invalid or unenforceable, the remaining conditions will remain unaffected.
16.2 In a dispute about the interpretation of one or more provisions of these general terms, the text of the Dutch version will prevail over any other language versions.
Applicable is the last published version of the aforementioned terms and conditions or the version valid at the time of the conclusion of this contract.