Record Films

General Terms and Conditions

(+31)6 288 156 72 | info@record-films.com

Article 1: General

1.1

These general terms and conditions can also be viewed at http://www.record-films.com (hereinafter: the “Terms and Conditions”).

1.2

In these Terms and Conditions, the following definitions apply:

a) Client: any natural person or legal entity who has entered into, or wishes to enter into, an agreement with Record Films, including their representatives, authorized agents, successors, and heirs.

b) Contractor: Record Films, registered with the Chamber of Commerce under number 60468742.

1.3

In all cases where these Terms and Conditions refer to “in writing,” this shall also include email, fax, or other electronically transmitted messages sent in either analog or digital form that have been received by the Client or Contractor.

Article 2: Applicability

2.1

These Terms and Conditions apply to all offers and agreements relating to services provided by the Contractor, as well as to all legal relationships between the Contractor and the Client, except insofar as laws or regulations exclude or limit the application of these Terms and Conditions, and except for amendments expressly agreed upon in writing by both parties.

2.2

If and insofar as one or more provisions of these Terms and Conditions are deviated from in writing, the remaining provisions shall remain fully applicable.

2.3

Written amendments to these Terms and Conditions shall apply only to the specific agreement concerned, unless such deviations are confirmed in writing in a subsequent agreement.

2.4

The Client shall be deemed to have accepted these Terms and Conditions with regard to future offers, deliveries, and services by the Contractor, future assignments given by the Client to the Contractor, and future agreements concluded between the Contractor and the Client.

2.5

These Terms and Conditions also apply to all agreements for the execution of which the Contractor engages third parties.

2.6

The applicability of any terms and conditions used by the Client is expressly rejected.

Article 3: Offers

3.1

All offers and/or quotations issued by the Contractor are non-binding unless explicitly stated otherwise in writing by the Contractor.

3.2

The prices stated in offers and/or quotations exclude VAT unless otherwise indicated. Applied prices are periodically revised (generally on January 1 and/or July 1) based on price developments.

3.3

An agreement shall only come into effect after the Contractor has accepted an assignment in writing. For work which, by its nature and/or scope, does not require a quotation or assignment confirmation, the commencement of the work shall be regarded as confirmation of the assignment.

3.4

All work described as discounted, promotional, free of charge, or any other form of price reduction, whether agreed upon verbally or in writing, is always subject to the total amount stated in the quotation. If the quotation changes, the Contractor has the right to withdraw such reductions and, if already executed, charge for them retrospectively.

Article 4: Execution of the Assignment & Services

4.1

The Contractor shall perform the agreement to the best of its knowledge and ability and in accordance with the standards of good workmanship. The Contractor shall make every effort to carry out the work properly and carefully, safeguard the Client’s interests to the best of its ability, and strive to achieve a result usable by the Client. However, the Contractor cannot guarantee that the desired result will always be achieved.

4.2

The Contractor has the right to have certain work performed by third parties.

4.3

The Client shall ensure that all information indicated by the Contractor as necessary, or which the Client should reasonably understand to be necessary for the execution of the agreement, is provided to the Contractor in a timely manner. If such information is not provided on time, the Contractor shall have the right to suspend execution of the agreement and/or charge the Client for additional costs resulting from the delay at the usual rates.

4.4

If it has been agreed that the agreement will be executed in phases, the Contractor may suspend execution of subsequent phases until the Client has approved and/or paid for the results of the previous phase in writing.

4.5

The Contractor shall perform the agreed work as specified in the quotation, project proposal, or agreement. Additional work requested outside the agreed scope shall be charged based on subsequent calculation.

Article 5: Additional Work

5.1

The Contractor has the right to adjust the price for services provided in the event of changes to the agreed project proposal or quotation, including but not limited to changes in design, functionality, content, method, scope, analysis, and/or reporting made in consultation with or at the request of the Client.

5.2

The Contractor has the right to charge the Client for additional revisions, tests, meetings, and/or executions carried out at the Client’s request.

Article 6: Completion of the Assignment

6.1

If a deadline for completion of certain work has been agreed within the duration of the agreement, such deadline shall be indicative only and never a strict deadline.

6.2

The Contractor shall only be deemed in default after the Client has sent a registered written notice of default and compliance has not occurred within the reasonable period stated therein.

6.3

If the Contractor expects not to meet a deadline, the Contractor shall inform the Client as soon as possible.

Article 8: Amendments

8.1

If, during execution of the agreement, it becomes apparent that amendments or additions are necessary for proper execution, the parties shall timely amend the agreement accordingly in mutual consultation.

8.2

Notwithstanding Article 8.1, the Contractor has the right, in the interest of the services and to optimize the result for the Client, to change titles and descriptions at its own discretion and without prior consent of the Client.

8.3

If the parties agree to amend or supplement the agreement, this may affect the completion date. The Contractor shall inform the Client as soon as possible.

8.4

If amendments or additions to the agreement have financial and/or qualitative consequences, the Contractor is entitled to charge the resulting costs to the Client. The Contractor shall inform the Client in advance.

8.5

If a fixed fee has been agreed upon, the Contractor shall indicate the extent to which the amendment or addition will result in exceeding this fee.

8.6

Contrary to paragraph 3, the Contractor may not charge additional costs if the amendment or addition results from circumstances attributable to the Contractor.

Article 9: Responsibility of the Client

9.1

The Client shall be responsible, at its own risk, for proper equipment and other facilities providing access to a network through which the services provided by the Contractor can be received.

9.2

The Client is fully responsible for the accuracy of the data, texts, images, or other information supplied to the Contractor.

9.3

Where applicable, the Client guarantees the correctness of proofs and/or concepts accepted by them, or proofs/concepts for which corrections were not sent to the Contractor in time.

9.4

Texts, images, or other materials prepared by the Contractor for the Client shall be deemed accepted unless desired changes are communicated in writing within fourteen (14) days after publication by electronic means.

9.5

The Client guarantees authority when acting on behalf of third parties.

9.6

The Client guarantees at all times that materials supplied to the Contractor do not infringe third-party rights, including intellectual property rights.

9.7

The Client is obliged to provide all cooperation, data, and information necessary or useful for execution of the agreed services in a timely manner.

Article 10: Confidentiality

10.1

The parties are obliged to maintain confidentiality regarding all confidential information obtained from each other or from another source in connection with the agreement, regardless of whether such information is oral or written. Information shall be considered confidential if indicated as such or if this follows from the nature of the information.

10.2

The Contractor reserves the right to use the Client’s name as a reference and make this public as such.

10.3

(Personal) data provided to the Contractor shall be treated confidentially and stored in a database. Such data shall not be made available to third parties.

Article 11: Exclusivity and Non-Competition

11.1

For the duration of the agreement and subject to its provisions, the Contractor has the exclusive right to carry out the assigned work.

Article 12: Intellectual Property

12.1

All copyrights and other intellectual property rights relating to services provided by the Contractor remain vested in the Contractor. The Client acknowledges these rights and shall refrain from any infringement thereof.

12.2

All materials provided by the Contractor, such as video material, designs, reports, checklists, advice, texts, templates, sketches, software, applications, landing pages, etc., whether in draft/concept or final form, are intended solely for use by the Client. The Client is not permitted to disclose and/or reproduce information obtained from the Contractor in any form whatsoever, including selling, editing, making available, distributing, or integrating into networks, unless such disclosure and/or reproduction has been expressly authorized in writing by the Contractor or follows from the nature or purpose of the agreement.

12.3

All materials supplied by the Contractor for fulfillment of the assignment, such as documents, reports, and optimized pages, remain the property of the Contractor. After termination of the agreement, the Contractor may request that the Client remove or return such materials.

12.4

The Contractor reserves the right to use the knowledge acquired during execution of the work for other purposes, provided no confidential information of the Client is disclosed to third parties.

12.5

The Client indemnifies the Contractor against all third-party claims relating to intellectual property rights concerning publication of texts, images, or other data supplied by or on behalf of the Client.

Article 13: Product Promotion

13.1

Prior to purchasing a product, the Client is expected to indicate in writing whether the production concerns a “white label” production. If this is communicated afterward and the Client explicitly prohibits the Contractor from including the product in its portfolio or marketing, the Contractor has the right to charge 20% of the total assignment value as compensation.

13.2

If the Client obliges the Contractor to mention the Client’s name in marketing activities or communications regarding the delivered product, the Client is automatically obliged to mention the Contractor in the same manner in all marketing activities or communications regarding the delivered product.

Article 14: Duration and Termination

14.1

The agreement commences at the moment the Contractor receives notice of acceptance from the Client.

14.2

Delivery periods stated by the Contractor are always indicative unless explicitly agreed otherwise in writing.

14.3

Exceeding agreed delivery times, regardless of cause, does not entitle the Client to compensation unless otherwise agreed in writing.

14.4

If the Client is a natural person not acting in the exercise of a profession or business, the Client has the right to dissolve the agreement within seven days without stating reasons, unless the Contractor has already commenced execution with the Client’s consent.

14.5

Upon cancellation, termination, or dissolution, the Contractor shall provide the Client with all passwords and access details of accounts created and/or managed on behalf of the Client. However, the Contractor cannot guarantee how long such access details will remain valid afterward.

14.6

If the Client fails to fulfill any obligation under the agreement, the Contractor has the right to terminate all agreements concluded with the Client without notice of default or judicial intervention, without prejudice to the Contractor’s right to compensation.

14.7

If the Client prematurely terminates an agreement concluded for a fixed term, or makes it impossible for the Contractor to properly execute the agreement, the Contractor is entitled to charge 70% of the amount that would normally have been owed until the end date of the agreement. For agreements of indefinite duration, the Contractor is entitled to charge three times the usual monthly fee.

Article 15: Fees / Compensation

15.1

The Contractor’s fee is not dependent on the outcome or result of the services rendered.

15.2

All prices and cost estimates exclude VAT unless otherwise stated.

15.3

If no fixed fee has been agreed, fees shall be calculated based on actual hours worked according to the Contractor’s standard hourly rates.

15.4

For all assignments, costs shall be invoiced monthly.

15.5

Prices are based on factors applicable at the time of quotation or conclusion of the agreement, including taxes, levies, insurance premiums, etc. If such factors change before completion of the services, the Contractor may adjust prices accordingly.

15.6

The Client owes the Contractor the fee agreed upon in the agreement.

15.7

In addition to the agreed fee, the Contractor is entitled to reimbursement of costs incurred on behalf of the Client, including costs of third parties engaged by the Contractor.

Article 16: Payment

16.1

Payment must be made within fourteen (30) days of the invoice date in the currency invoiced and in the manner specified by the Contractor.

16.2

After expiry of this payment term, the Client is automatically in default without further notice and owes interest of 1.5% per month on the outstanding amount, unless the statutory interest rate is higher.

16.3

The Contractor may require an advance payment upon entering into the agreement. Such advance shall be stated in the quotation and/or contract.

16.4

In the event of bankruptcy, suspension of payments, dissolution, liquidation, or seizure of the Client’s assets, all amounts owed to the Contractor become immediately due and payable.

16.5

Payments made by the Client shall first be applied to interest and costs, then to the oldest outstanding invoices.

16.6

The Client is not entitled to set-off or suspension of payment obligations for any reason.

16.7

Assignments valued between EUR 2,500.00 and EUR 7,000.00 must be paid in two installments: 50% upon assignment and 50% within 30 days after delivery.

Article 17: Collection Costs

17.1

All judicial and extrajudicial costs relating to collection of amounts owed, including legal assistance costs, shall be borne by the Client.

17.2

Extrajudicial collection costs shall be calculated in accordance with the collection rates of the Dutch Bar Association: 15% of the amount due, with a minimum of EUR 40.

Article 18: Complaints

18.1

Any complaint regarding execution or failure to execute an assignment must be submitted in writing within fourteen (14) days after publication and/or disclosure, failing which all claims shall lapse.

18.2

The Contractor shall make every effort to properly handle complaints submitted in accordance with Article 18.1.

18.3

Submitting a complaint does not release the Client from any other obligations.

Article 19: Liability

19.1

The Contractor shall only be liable for non-performance, incorrect performance, or partially incorrect performance if this is the direct result of intent or gross negligence.

19.2

The Contractor shall never be liable for consequential damage, indirect damage, business losses, loss of profit, or damage caused by third parties engaged by the Contractor.

19.3

No liability is accepted for defects caused by the Client or third parties for whom the Client is responsible.

19.4

The Contractor accepts no liability for texts, images, or other data supplied by or on behalf of the Client, nor for unlawful use thereof by the Client.

19.5

The parties expressly exclude liability for damages caused by disruptions in electronic services provided by the Contractor or third parties, such as providers or telecom networks.

19.6

If the Contractor is nevertheless liable, liability shall be limited to the invoice value of the specific part of the agreement to which the liability relates.

19.7

Damage eligible for compensation must be reported to the Contractor within fourteen (14) days after occurrence unless the Client can reasonably demonstrate that earlier reporting was impossible.

19.8

The Client indemnifies the Contractor against third-party claims relating to damages arising from execution of the agreement.

Article 20: Force Majeure

20.1

The Contractor is not liable in cases of force majeure. Force majeure includes all external causes beyond the Contractor’s control that prevent fulfillment of obligations, including strikes, excessive illness among staff, shortages of personnel, technical failures, insufficient or incorrect information from the Client, and lack of cooperation by the Client.

20.2

In cases of force majeure, the Contractor is entitled to regard the agreement as wholly or partially dissolved or to terminate it without liability for damages.

20.3

If the Contractor can partially fulfill obligations during force majeure, the Contractor may separately invoice the executed part, and the Client shall pay such invoice as if it were a separate agreement.

Article 21: Final Provisions

21.1

Amendments and additions to the agreement are only valid if agreed upon in writing by both parties.

21.2

Notwithstanding Article 21.1, the Contractor has the right to unilaterally amend these Terms and Conditions. Amendments also apply to existing agreements and shall take effect thirty (30) days after written or email notification unless another date is specified.

21.3

If any provision of the agreement or these Terms and Conditions proves invalid, this shall not affect the validity of the entire agreement. The Contractor may replace the invalid provision with one that approximates the original provision as closely as possible without being unreasonably burdensome to the Client.

21.4

If these Terms and Conditions conflict with the assignment confirmation or written agreement, the provisions of the assignment confirmation or written agreement shall prevail.

Article 22: Applicable Law and Jurisdiction

22.1

All agreements and obligations arising from or related thereto shall be governed exclusively by Dutch law.

22.2

All disputes arising from or related to agreements and obligations referred to above that do not fall under the jurisdiction of the subdistrict court shall be submitted in the first instance to the District Court of Zutphen. Nevertheless, the Contractor retains the right to submit disputes to the competent court in the Client’s place of residence.