Article 1 – Definitions
In these general terms and conditions the following terms are used in the following sense, unless explicitly stated otherwise.
- Contractor: Wide View Media
- Client: the contractor’s other party
- Assignment: the work to be determined in mutual consultation between the Client and the Contractor to be carried out by the Contractor and the conditions under which this must take place. The assignment is deemed to have been concluded after the participation form has been signed.
- Written: this includes both paper and digital (such as e-mail, SMS and whatsApp) correspondence.
- Additional work: all additional work carried out by the Contractor in consultation with the Client, whether or not recorded in writing, during the performance of the assignment over and above the work explicitly set out in the contract or the participation form and/or the options ticked by the Client on the participation form.
Article 2 – General
- These general terms and conditions apply to all offers, quotations, work, assignments and agreements between the contractor and client(s) or their legal successors. Standard terms and conditions of the client only apply if accepted by the contractor in writing.
- These terms and conditions also apply to all assignments with the contractor, the performance of which requires the involvement of third parties. The applicability of any purchase or other general terms and conditions of the client is expressly rejected.
- If one or more of the provisions of these general terms and conditions are null and void or should be annulled, the other provisions of these general terms and conditions shall remain fully applicable. The Commissionee and the Client shall then enter into consultation to agree new provisions to replace the invalid or annulled provisions, whereby, if and to the extent possible, the purpose and purport of the original provision shall be observed.
- If the contractor does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that the contractor would in any way lose the right to require strict compliance with the provisions of these terms and conditions in other cases.
- Any deviations from these terms and conditions shall only be valid if expressly agreed in writing and shall only apply to the specific agreement to which the deviations relate.
Article 3 – Provision of information and cooperation
- The Client shall provide the Supplier in good time with all documents, information and contacts necessary for the proper performance of the assignment.
- The Client shall provide all cooperation necessary for the proper performance of the assignment.
Article 4 – Execution of the assignment and involvement of third parties in it
- The Contracted Party shall carry out the work in the context of the assignment to the best of its understanding, expertise and ability.
- To the extent required for the proper execution of the assignment, the contractor shall be entitled to have (parts of) the work carried out by third parties. The Contractor undertakes to make every effort to ensure that the agreed obligations and quality are achieved.
- The Commissionee shall not accept any liability for the work carried out by third parties insofar as it has itself entered into an agreement with the Client.
- The Commissionee shall not be liable for damage of any nature whatsoever arising from the fact that the Commissionee has relied on incorrect and/or incomplete information provided by the Client, unless the Commissionee should have been aware of such incorrectness or incompleteness.
- If it has been agreed that the order will be carried out in phases, the Commissionee may suspend the performance of those parts belonging to a subsequent phase until the Client has approved the results of the preceding phase in writing.
- If the contractor, or third parties engaged by the contractor, carries out work within the scope of the order at the client’s location or at a location designated by the client, the client will provide the facilities reasonably required by those employees free of charge, unless other arrangements have been made in writing.
Article 5 – Modification of the assignment, additional work
- Client accepts that the time schedule of the assignment can be influenced if parties decide in the interim to change the approach, working method or scope of the assignment and the resulting activities.
- If changes occur in the execution of the order as a result of the Client’s actions in the interim, the Contractor shall make the necessary adjustments in consultation with the Client. If this leads to additional work, this will be charged to the client as an additional order. The Contractor shall be entitled to charge the Client for any additional costs incurred in amending the Assignment.
- Contrary to paragraph 2, the contractor will not be able to charge additional costs if the change or addition to the assignment is the result of circumstances that can be attributed to the contractor.
Article 6 – Adaptation of the recording date
- The planned recording date may be changed by the client in writing up to 10 working days prior to the recording date, subject to the contractor’s consent. If the client wishes to cancel the recording day within 10 days before the recording date, the contractor may claim 100% compensation. If necessary, the service provider may reschedule the recording date with the ordering customer to a new date to be agreed with the ordering customer.
Article 7 – Modification of mounted item
- The assembled item will be offered by the contractor to the client, whether or not via a YouTube link, for approval.
- The Client has the right to request adjustments to the edited item twice, within reasonable limits.
- The client will notify the contractor in writing of his adjustments within the period set by the contractor for this purpose. If no written adjustments are received by the contractor within this period, the client will be deemed to have agreed to the installed item.
Article 8 – Time and date of broadcast of television items
- Each date and time of broadcast of the television item, programmes, commercial breaks and/or television commercials, as mentioned in the contract and/or the participation form, is indicative. The Contractor reserves the right to change the date and time of the broadcast of the television item, programmes, commercial breaks and television commercials.
- If the changed date and/or time is unacceptable to the Client, the Client shall be entitled to cancel the assignment subject to the conditions set out in Article 9.
Article 9 – Cancellation of the assignment
- The Client reserves the right to cancel an assignment to the Contractor. In the event of cancellation of an order by the client within 10 working days, after the agreement has been signed, the client shall owe the contracted party a compensation of 30% of the agreed amount.
- For the purposes of this article, ‘agreement’ means the signed participation form.
- The cancellation costs must be paid within 14 days after written cancellation.
Article 10 – Force majeure
- Force majeure is understood to mean any circumstance beyond the control of Wide View Media that permanently or temporarily prevents fulfilment of the agreement by Wide View Media, as well as insofar as this does not already include war, threat of war, civil war, riots, strikes, pandemics, outbreaks of contagious viruses, exclusion of workers, transport difficulties, fire and other serious disruptions within the company of Wide View Media or its suppliers.
- Wide View Media is not obliged to fulfil any obligation in the event of force majeure. In the event that, as a result of force majeure, Wide View Media is unable to comply with the agreement, the Organisation is obliged to pay for the work carried out by Wide View Media up to that moment. The costs of moving or shifting Wide View Media’s obligations under this agreement as a result of force majeure will be charged to the Organisation as additional work. In the event that Wide View Media is temporarily unavailable, it will make every effort to have recordings made at a later time.
- In the event of force majeure, the Participant is not entitled to dissolve the agreement and/or claim damages.
Article 11 – Terms and conditions of payment
- All prices stated in an offer, participation award or quotation are exclusive of VAT and other government levies.
- If it is necessary for the execution of the work, within the framework of the assignment, that the contractor has to travel to a location abroad to be designated by the client, the travel and accommodation costs will be for the client’s account, unless otherwise agreed in writing.
- Payment must be made within 14 days of the invoice date, unless otherwise agreed between the client and the contractor. Payment must be made no later than 14 days before the recording date. If the amount is not paid 14 days before the recording date, the recording will be cancelled and a penalty of € 1,000 will be charged. Objections to the amount of the invoices do not suspend the payment obligation.
- After the due date, the Client shall be in default and the Supplier shall be entitled to claim statutory interest. The interest on the amount due and payable can be calculated from the moment the client is in default until the moment of payment of the full amount, whereby part of the month will be regarded as the whole month.
- If payment has not been made on time, the Translator may suspend performance of the order until payment has been made or dissolve the agreement, on the understanding that the Client will continue to owe the Translator the full amount agreed.
- In the event of the Client’s liquidation, bankruptcy, seizure or suspension of payments, the Supplier’s claims against the Client shall become immediately due and payable.
- The Supplier is entitled to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest that has fallen due and finally to reduce the principal sum and current interest. Octrooibureau Novopatent may, without being in default as a result, refuse an offer of payment if the Client designates a different sequence of attribution. Octrooibureau Novopatent may refuse full repayment of the principal sum, if the outstanding interest and current interest as well as the costs are not also paid.
- In the event that the Client fails to fulfil its obligations, all costs incurred for collection shall be borne by the Client, both judicial and extrajudicial.
Article 12 – Liability
- The Contractor shall be able to carry out its work to the best of its ability, exercising the care that may be expected of the Contractor. Each order accepted by the contractor shall be subject to a best-efforts obligation. The contractor can never be held liable for results not achieved.
- If an error is made because the client has provided the contracted party with incorrect or incomplete information, the contracted party will not be liable for the damage caused as a result.
- The Commissionee shall not be responsible or liable for the content of promotional material provided by the Client.
- If the contracted party fails to fulfil its obligations under the agreement, it shall only be liable for any resulting damage if and in so far as its gross intent or recklessness can be imputed to it.
- The Contractor is not liable for the loss of or damage to material supplied by the Client or third parties, unless there is gross intent or recklessness on the part of one of the employees and/or freelancers hired by the Contractor.
- Without prejudice to the provisions of the previous paragraphs, the Contractor’s contractual and statutory liability shall at all times be limited to the amount that applies in return for the Assignment
- The Client indemnifies the Commissionee against all claims that third parties may assert and exercise against the Commissionee to compensate for damage suffered, costs incurred, loss of profit and other expenses that are in any way related to and/or arise from the performance of the Assignment by the Commissionee.
Article 13 – Retention of title
- All audio and video material recorded and edited by the Contractor shall remain the property of the Contractor.
- The Client shall be entitled to use the edited item for its own promotional purposes after it has fulfilled all obligations towards the Supplier.
- Without prejudice to the Client’s rights, the Commissionee shall retain the copyrights and other intellectual property rights, as well as (re)production rights and other rights of reproduction.
Article 14 – Suspension, termination and dissolution
- In the event that the Client fails to fulfil any obligation arising for the Client from the order agreed with the Supplier or from a related agreement, or fails to do so properly or on time, or if there is a well-founded fear that the Client is or will be unable to fulfil its obligations towards the Supplier, or in the event of bankruptcy, suspension of payments, closure, liquidation or partial transfer, whether or not by way of security, of the company of the principal, including the transfer of a significant part of his claims, the principal is entitled, without notice of default and without judicial intervention, either to suspend the execution of the order for a maximum of 6 months, or to dissolve it in whole or in part, this without being obliged to pay any compensation or guarantee.
- In the event of suspension and/or dissolution by virtue of paragraph 1, the agreed price shall become immediately due and payable after deduction of any instalments already paid.
- The client is not entitled to claim retroactive dissolution of the agreement.
Article 15 – Transferability of rights and transmission time
The client is not permitted to transfer or assign the rights and obligations arising from the agreement or parts thereof to third parties without the prior written consent of the contractor.
Article 16 – Amendments to general terms and conditions
Octrooibureau Novopatent shall at all times be entitled to make amendments to these general terms and conditions.
Article 17 – Applicable law
Every order between the contractor and the client is subject to Dutch law. Even if the client resides or is established abroad. The court in the place where the Commissionee has its registered office has exclusive jurisdiction to hear disputes, unless provisions of mandatory law dictate otherwise.