These are the general terms and conditions of Studio Zelden.
The address of Studio Zelden is: Stormhoek 22, 1506 SW, Zaandam, with the Chamber of Commerce number 74997637.
If you have any questions, please contact us via [email protected] , 0207670052 or by mail.
Studio Zelden has the right to change these general terms and conditions. You agree that the latest version of these general terms and conditions will always apply to the assignment. Parties can record deviating agreements in writing.
Article 1 General
These general terms and conditions apply to every offer, quotation, and assignment between the Contractor and you (Client). The Contractor will send these general terms and conditions to you free of charge on request.
Article 2 Conclusion of the assignment
The assignment is concluded when the Client shows that it agrees with the assignment.
Article 3 Quotations and offers
1. All offers and quotations from the Contractor are without obligation unless otherwise agreed. An offer in a quotation only applies to the specific underlying order (and not to any future orders).
2. If the Client provides the Contractor with information, the Contractor may assume that these are correct and will base its quotation on this.
Article 4 Price
1. The Contractor may increase the price in the interim if unforeseen and cost-increasing circumstances occur after the assignment has been concluded.
2. The price is exclusive of any expenses of the Contractor and exclusive of VAT and other government levies.
Article 5 Payment and collection costs
1. The Client must always pay within thirty days of the invoice date. Contractor will invoice monthly.
2. If the Client does not pay the invoice on time, it is legally in default. The client then owes the statutory interest (if he is a consumer) or the statutory commercial interest (if he is a company). The interest on the amount due is calculated from the moment that the Client is in default until the moment of payment of the full amount owed.
3. The Contractor’s full claim against the Client is immediately due and payable if:
- Client exceeds a payment term;
- Client is bankrupt or in suspension of payment;
- Client (company) is dissolved or liquidated;
- The client (natural person) is placed under guardianship or dies.
If the client does not pay on time, he is immediately in default. He will then owe all extrajudicial collection costs to the Contractor. For an invoice amount up to €267, these costs will be €40. For a higher invoice amount, the maximum collection costs are as follows:
- 15% on the first €2500;
- 10% on the part that remains after that, up to €5000;
- 5% on the part that remains after that, up to €10,000;
- 1% on the part that remains after that, up to €200,000;
- 0.5% on the remaining part.
Article 6 Execution period
1. If the Client owes an advance payment or has to make information or materials available, the term within which the Contractor must complete the work (the execution term) only starts when the payment, information or materials have been received by the Contractor.
2. If a term has been agreed or specified for the execution of the assignment, this is never a strict deadline. If a term is exceeded, the Client must first give the Contractor written notice of default.
3. The Client cannot dissolve the assignment by exceeding the term of the Contractor. This does not apply if the execution is permanently impossible or if the Contractor also does not carry out the assignment within a period of time notified by him again in writing.
Article 7 Third parties
The Contractor may have activities (partially) performed by third parties. Articles 7:404 of the Dutch Civil Code (execution by a specific person), Article 7:407 paragraph 2 (joint and several liability) and 7:409 of the Dutch Civil Code (death of a specific person) do not apply.
Article 8 Execution of the assignment
1. The Contractor will carry out the assignment to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. The Contractor may carry out the assignment in different phases and invoice the executed parts separately.
3. If the Contractor carries out the assignment in phases, it can suspend the execution of the components of a next phase until the Client has approved the results of the previous phase in writing.
4. The Client shall ensure that it provides the Contractor in a timely manner with all information or materials that are necessary for the execution of the assignment.
5. If the Client does not provide the necessary information or materials in time, the Contractor may suspend the execution of the assignment and invoice the extra costs resulting from the delay. The Contractor is not liable for damage that arises because the Contractor relied on incorrect or incomplete information provided by the Client.
Article 9 Overtime
1. Unexpectedly extra hours worked, for example overtime on set or an extra correction round, will be charged on an hourly basis.
2. Overtime on set is carried out in accordance with the guidelines of the Collective Labor Agreement for film production and advertising productions – from small to large productions.
The first two hours of overtime 150% of hourly rate per man hour, third and fourth hour 200%, fifth to … 300%.
Article 10 Change of assignment
1. If during the assignment it appears that for proper execution it is necessary to change or supplement the content of the assignment, the parties will do this in mutual consultation.
2. The Contractor may increase or decrease the agreed price. The Contractor will (if possible) provide a price estimate in advance. Due to a change in the order, the specified term of execution may also change. The client accepts the possibility of changing the order, price and execution time.
3. The Contractor may refuse a request to change the assignment from the Client if this may have qualitative or quantitative consequences for the work.
4: When the Client requests to reschedule a planned and booked assignment or production, the Contractor will charge the extra hours required for the replanning and reorganization (hourly basis/pro-rata).
5: When the Client requests to reschedule a planned and booked assignment or production Reschedule, ensuing costs may be charged on the basis of the general cancellation conditions
6. Changes in numbers or work volume may lead to adjustments in rates or quotation or the application of a surcharge / fee.
7. Reduction of more than 5% in numbers / work volume with an approved offer (booking) will be treated according to the cancellation conditions (see article 13). In addition, the missed number (for which space and crew was booked) will be charged according to the cancellation conditions.
Article 11 Suspension, dissolution
1. The Contractor may suspend the assignment if it is temporarily unable to fulfill its obligations due to circumstances (which are beyond its control or of which it was not aware).
2. If fulfillment is permanently impossible, the parties can dissolve the assignment for the part that has not yet been fulfilled.
3. The Contractor may suspend or dissolve fulfillment of the assignment if the Client does not fulfill its obligations, not fully or not on time. The Client must then pay or indemnify the Contractor.
Article 12 Premature termination
1. If the Contractor prematurely terminates the assignment, the Contractor will ensure that the work still to be performed is transferred to third parties, unless the termination is attributable to the Client. If the transfer of the work entails additional costs for the Contractor, the costs will be borne by the Client.
2. The Contractor may terminate the assignment immediately (and is not obliged to pay compensation or compensation) in one of the following cases:
- Client exceeds a payment term;
- Client is bankrupt or in suspension of payment;
- Client (company) is dissolved or liquidated;
4. Client (natural person) is placed under guardianship or dies;
5. There is another circumstance as a result of which the Client can no longer freely dispose of its assets.
Article 13 Force majeure
1. The Contractor does not have to fulfill its obligations in the event of force majeure.
2. The Contractor may suspend the obligations arising from the assignment during the period that the force majeure continues. If this period lasts longer than 3 months, both parties may dissolve the assignment, without being obliged to pay compensation.
3. If the Contractor has partially fulfilled his obligations and if the fulfilled part has an independent value, the Contractor may invoice the fulfilled part.
Article 14 Cancellation conditions
1. After booking the production, the Client may change the booking free of charge up to 2 weeks before the start.
2. In the event of cancellation by the Client within 7 days before the start of the assignment, 50% of the total costs will be charged.
3. In the event of cancellation by the Client within 48 hours before the start of the assignment, 100% of the total costs will be charged.
Article 15 Retention of title
1. Everything that the Contractor supplies remains the property of the Contractor until the Client has fully complied with all its obligations.
2. The Client must do everything that it can reasonably do to secure the Contractor’s property.
3. If the Contractor wishes to exercise its property rights, the Client gives the Contractor unconditional and irrevocable permission to enter all places where the property is located, so that the Contractor can take it back.
Article 16 Investigation
1. The client must examine the delivered goods at the moment that they are made available or whether the work has been carried out. The Client must investigate whether the quality and quantity of the delivered goods correspond to what has been agreed and whether it meets the requirements that the parties have agreed upon.
2. The Client must notify the Contractor in writing of any visible defects within fourteen days of delivery. He must notify the Contractor in writing of any invisible defects sixty days after their discovery. The notification must contain a detailed description of the defect.
Article 17 Complaints
1. Client must report any complaints in writing and within one month after discovery (or – in the case of non-visible defects – after he could have discovered the defects).
2. If the Client submits a complaint in time, this does not suspend its payment obligation.
3. If the Client reports a complaint later, he is no longer entitled to repair, replacement or compensation.
4. If it is established that a good is defective and this has been reported in time, the Contractor will replace, repair or reimburse the defective good within a reasonable period of time after written notification of the defect by the Client.
5. If it is established that a complaint is unfounded, the costs incurred by the Contractor as a result (such as investigation costs) will be borne entirely by the Client.
Article 18 Liability
1. The Contractor is only liable for direct damage suffered by the Client, which is directly and exclusively the result of a shortcoming on the part of the Contractor.
2. The Contractor is not liable for damage caused by relying on incorrect or incomplete information provided by the Client.
3. The Contractor’s liability is always limited to the invoice value with a maximum of € 2,500
4. The Contractor’s liability is in any case limited to the amount that its insurer pays out in that case.
5. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of the Contractor.
Article 19 Limitation period
The limitation period for all claims and defenses against the Contractor is one year.
Article 20 Indemnification
1. The Client indemnifies the Contractor against any claims from third parties who suffer damage as a result of the execution of the assignment and the cause of which is not attributable to the Contractor.
2. If third parties address the Contractor, the Client will assist him both in and out of court and will do everything that may be expected of him in that case.
3. If the Client does not take any measures, the Contractor may do so itself. All costs and damage that arise as a result for the Contractor are entirely at the expense and risk of the Client.
Article 21 Intellectual property rights
1. The Contractor retains all rights to plans, documents, images, drawings, software, creations and the related information made by it. This also applies if costs have been charged for this or if improvements have been made later.
2. The Client may not copy the items referred to in the previous paragraph (if this is not for internal use at the Client), show them to third parties or make them available for a purpose other than that for which they were provided by the Contractor.
Article 22 Confidentiality
1. Unless there is a legal or professional obligation to disclose, the Contractor will keep all information of the Client confidential towards third parties.
2. The Contractor will not use the information provided by the Client for a purpose other than that for which it was obtained, unless the Contractor acts in proceedings in which these documents may be important.
3. The Client will not make public the content of agreements, order confirmations, quotations, reports, advice or other written or non-written expressions of the Contractor and ensure that third parties do not see the content thereof.
Article 23 Data management
Studio Zelden reserves the right to remove the files from its database 2 months after delivery of the assignment. The client is responsible for the management of the files. Storage and data management after these two months can be purchased as an extra service.
Article 24 Nullity
If any part of these terms is void or voidable, that will not affect the validity of the remainder of the Agreement. The void or voided part will be replaced by a provision that follows the content of the void provision as closely as possible.
Article 25 Conflicting clause
In the event that these general terms and conditions and the agreement contain conflicting conditions, the conditions included in the agreement will apply.
Article 26 Applicable law
Article 27 Competent court
Court of Amsterdam.