privacy policy

ARTICLE 1. | DEFINITIONS

In these general terms and conditions, the following terms have the following meanings when the first letter is capitalised.

  1. Elise Wiebes: The user of these general terms and conditions, having its registered office at Albatrosstraat 16BIS in Utrecht, the Netherlands, registered in the Dutch Trade Register under Chamber of Commerce number 72200855.

  2. Client: any legal entity or natural person acting in the exercise of a profession or business, with whom Elise Wiebes has concluded or intends to conclude an Agreement.

  3. Parties: Elise Wiebes and the Client jointly.

  4. Agreement: any agreement between the Parties by which Elise Wiebes commits itself

    towards the Client to perform Services.

  5. Services: the services to be provided by or on behalf of Elise Wiebes under the Agreement,

    which may include, but are not limited to, the creation of one or more Productions, devising creative concepts for videos, film and photos, designing (advertising) campaigns, and providing advice with regard to videos, film and photos.

  6. Production: any video, film or photo to be created and supplied by Elise Wiebes under the Agreement.

  7. In Writing: communication in writing, communication by e-mail, or any other means of communication which, given the state of the art and generally accepted practice, can be regarded as equivalent to this.

ARTICLE 2. | GENERAL PROVISIONS

  1. These general terms and conditions apply to each quote provided by Elise Wiebes and to every Agreement.

  2. These general terms and conditions also apply to Agreements that are executed by third parties on behalf of Elise Wiebes.

  3. The applicability of any general terms and conditions of the Client is expressly rejected.

  4. Any deviation from these general terms and conditions shall be explicitly agreed upon

    In Writing, such as by means of the quote provided by Elise Wiebes and accepted by the Client. If and insofar as that which has been explicitly agreed upon In Writing by the Parties differs from that which is stated in these general terms and conditions, that which has been explicitly agreed upon In Writing by the Parties shall apply.

  5. The nullity or invalidity of one or more of the clauses in these general terms and conditions or the Agreement as such, shall not affect the validity of the remaining clauses. In such a case, the Parties are obliged to consult with each other in order to reach a substitute arrangement with regard to the affected clause. The purpose and tenor of the original clause shall be upheld as much as possible.

  6. In case Elise Wiebes does not always require strict compliance with these general terms and conditions, this shall not mean that the provisions of these general terms and conditions are not applicable, or that Elise Wiebes would lose the right to require strict compliance with the provisions of these general terms and conditions in other cases.

ARTICLE 3. | QUOTES AND CONCLUSION OF AGREEMENTS

  1. Each quote provided by Elise Wiebes is without obligation, also if a deadline for acceptance is stated in the quote. Any quote provided by Elise Wiebes may still be revoked by Elise Wiebes immediately, or at least as soon as possible after its acceptance by the Client.

  2. The Client cannot derive any rights from a quote provided by Elise Wiebes if this quote contains an obvious mistake or error, or from a quote from Elise Wiebes which is based on incorrect or incomplete information supplied by the Client.

  3. Without prejudice to the provisions of paragraph 1, each Agreement is concluded at the moment the Client accepts Elise Wiebes’s quote in the manner indicated by Elise Wiebes. If the Client’s acceptance deviates from the offer in the quote, the Agreement will not
    be effected in accordance with this deviating acceptance, unless Elise Wiebes indicates otherwise.

ARTICLE 4. | CANCELLATION AND RESCHEDULING BY THE CLIENT

  1. If the Client cancels the Agreement after it has been concluded, the following cancellation policy applies:

  2. In the event of cancellation up to the 7th day (exclusive) before the (first) day of filming, the Client is obliged to pay proportionally for any Services already provided and any expenses incurred up to the cancellation;

  3. In the event of cancellation as from the 7th day (inclusive) before the (first) day of filming, the Client owes cancellation costs of 50% of the agreed total price.

  4. If the Client requests a postponement of the (first) shooting day within seven days before this specific shooting day, Elise Wiebes is entitled to invoice 50% of the total amount owed by
    the Client, unless such an advance payment has already been made. For each subsequent postponement requested by the Client, Elise Wiebes is entitled to charge an expenses fee, which is 10% of the agreed total price.

ARTICLE 5. | THIRD PARTIES

  1. Elise Wiebes has the right to subcontract the execution of the Services in whole or in part to third parties and thus to involve third parties in the execution of the Agreement. Except insofar as the law imperatively prohibits this under the given circumstances, Elise Wiebes shall not be liable for any damages resulting from the actions or omissions of third parties engaged by Elise Wiebes in the execution of the Agreement.

  2. These general terms and conditions have also been drawn up on behalf of any third parties engaged by Elise Wiebes in the performance of the Agreement. They may also invoke the provisions of these general terms and conditions vis-à-vis the Client as if they were a party to the Agreement instead of Elise Wiebes.

  3. Articles 7:404 and 7:407 (2) of the Dutch Civil Code do not apply to the Agreement.

ARTICLE 6. | OBLIGATIONS OF THE CLIENT

  1. The Client is responsible for the timely provision to Elise Wiebes of all information that is reasonably relevant for the set up and execution of the Agreement. The Client guarantees the accuracy and completeness of this information.

  2. Furthermore, the Client shall always cooperate with Elise Wiebes as required for the execution of the Agreement. The Client shall take all reasonable measures, as well as those expressly agreed, to optimise the execution of the Agreement. Furthermore, the Client must inform Elise Wiebes as soon as possible of all facts and circumstances which may arise, whether or not after the Agreement has been concluded, and of which it is reasonably known that they affect the timely and/or proper execution of the Agreement.

  3. If it has been agreed that employees of or managers within the organisation of the Client, or any third parties engaged by the Client, will be involved in the execution of the Agreement, the Client will ensure that these persons are available to Elise Wiebes on time and that they will cooperate fully in order to enable the proper execution of the Agreement.

  4. If and insofar as the Services are to be provided on the Client’s premises or at another location designated by the Client and agreed between the Parties, the Client will ensure that Elise Wiebes can perform the Agreement in a timely manner and that the place of execution is suitable for this purpose. Furthermore, in that case Elise Wiebes shall be able to use free of charge all the items and facilities that are present and reasonably required by Elise Wiebes.

  5. If the Client fails to fulfil its obligations as referred to in the above paragraphs of this article, Elise Wiebes shall be entitled, without prejudice to the provisions of the rest of these general terms and conditions, to charge the Client for any extra costs incurred and/or any damages suffered as a result.

ARTICLE 7. | DEADLINES

  1. All deadlines for execution and delivery specified by Elise Wiebes to which it has committed itself vis-à-vis the Client are to be considered as indicative and non-fatal only. Elise Wiebes shall not be in default until the Client has provided Elise Wiebes with a notice of default In Writing, stating a reasonable period within which Elise Wiebes can still fulfil the Agreement, and fulfilment has still not been effected upon expiry of the latter period.

  2. If Elise Wiebes is in default, the Client shall be entitled to dissolve that part of the Contract to which the default relates, but shall never be entitled to any additional compensation.

ARTICLE 8. | COMPLAINTS AND CORRECTIONS

  1. Without prejudice to what has been explicitly agreed between the Parties in this regard, the agreed Production shall be produced according to Elise Wiebes’s own technical and creative insight.

  2. A Production is based on the specifications agreed beforehand between the Parties, for instance on the basis of ideas exchanged and/or a predetermined script. The Client is entitled to two correction rounds, exclusively concerning elements that can still reasonably be edited after the recording, such as concerning the technical editing, but only to the extent that it has not been explicitly agreed beforehand that these editable elements would be present in the Production. Any corrections to a Production required by the Client that fall outside the scope of the two correction rounds are not included in the agreed price and, to the extent that corrections are possible, will be performed at an additional price to be agreed.

  3. Unless expressly agreed otherwise, the Production will be delivered electronically, in a suitable manner to be determined by Elise Wiebes, usually by means of WeTransfer or Frame.io. The Client is responsible for making a backup of the Production. Elise Wiebes does not accept any liability in case the Production is lost.

  4. Upon delivery of (the concept of) the Production, the Client is to check within seven days that Elise Wiebes has properly performed the Agreement or whether the Client requires corrections to the concept, and must inform Elise Wiebes thereof within this term, failure to do so will be deemed to mean that the Production complies with the Agreement or that the Client has approved the Production. In that case, the Production will be regarded as definitive. If the Client does not complain in time or does not request a correction of the Production in time, Elise Wiebes shall not be under any obligation whatsoever as a result of such a complaint or such a request by the Client.

  5. Any deviations between the finalised Production, on the one hand, and what has been explicitly agreed, on the other hand, cannot be a reason for rejection, compensation, rescission of the Agreement or claims for damages, if such deviations are of minor importance. Deviations that, taking all circumstances into account, within reason have no
    or only a minor influence on the utility value of the Production, will always be considered deviations of minor importance. However, at the request of the Client and under the conditions stipulated for this purpose, the free correction rounds will be performed or, if this can reasonably be demanded of Elise Wiebes, corrections will be made at an additional price to be agreed upon.

  6. With regard to Services other than making a Production, the Client is obliged to notify Elise Wiebes orally of any complaint concerning the performance of the Services immediately after noticing, or at least reasonably being able to notice, the shortcoming assumed by the Client, and then to confirm this In Writing to Elise Wiebes within two working days, accurately stating the grounds for the complaint.

  7. Any complaints regarding the amount of the invoice must be submitted to Elise Wiebes In Writing, stating reasons, within seven days of the invoice date, failure to do so will result in the invoice amount being deemed to be final.

ARTICLE 9. | FORCE MAJEURE

  1. Elise Wiebes shall not be bound to fulfil any obligations arising from the Agreement if and
    for as long as it is prevented from doing so by circumstances for which it cannot be held accountable by virtue of the law, a juridical act or generally accepted legal practice (force majeure). Force majeure means any circumstance beyond the control of Elise Wiebes or any unforeseeable circumstance as a result of which the (timely) execution of the Agreement is not reasonably possible.

  2. Elise Wiebes reserves the right to invoke force majeure also if the reason for the force majeure arises after the service should have been delivered.

  3. Only if the situation of force majeure renders fulfilment of the Agreement permanently impossible or continues for more than three months, shall the Parties be entitled to dissolve the Agreement with immediate effect, without judicial intervention.

  4. If, when the situation of force majeure arises, Elise Wiebes has already partially fulfilled its obligations or can only partially fulfil its obligations, Elise Wiebes will be entitled to separately invoice the part of the Agreement already performed or the part that can be executed as if it concerned an individual Agreement.

  5. Any damage resulting from force majeure shall never be eligible for compensation, without prejudice to the applicability of the previous paragraph.

ARTICLE 10. | SUSPENSION AND DISSOLUTION

  1. If the circumstances of the case reasonably justify such action, Elise Wiebes is entitled to suspend the execution of the Agreement without judicial intervention or to dissolve the Agreement in whole or in part with immediate effect, if and insofar as the Client fails to fulfil its obligations arising from the Agreement, or fails to do so in time or in full, or insofar as, after the conclusion of the Agreement, Elise Wiebes becomes aware of any circumstances that constitute reasonable grounds for fearing that the Client will fail to fulfil its obligations. If fulfilment of the Client’s obligations in respect of which the Client fails or risks failing is not permanently impossible, the right to dissolve shall arise only after the Client has been given notice of default In Writing by Elise Wiebes, stating a reasonable period within which the Client may (still) fulfil its obligations, and fulfilment has still not been effected upon expiry of the latter period.

  2. If the Client liquidates its business or transfers it to a third party, is declared bankrupt, has applied for a (provisional) suspension of payments, its assets are attached, or if the Client is otherwise unable to freely dispose of its assets, Elise Wiebes shall be entitled to dissolve the Agreement with immediate effect and without judicial intervention.

  3. The Client shall never be entitled to any form of compensation in connection with the right of suspension or dissolution exercised by Elise Wiebes on the basis of this article.

  4. The Client is obliged to compensate Elise Wiebes for the damages it suffers as a result of the suspension or dissolution of the Agreement.

  5. If Elise Wiebes dissolves the Agreement, all claims against the Client shall become immediately due and payable.

ARTICLE 11. | PRICES, EXPENSES AND PAYMENTS

  1. In addition to the price, the quote provided by Elise Wiebes states whether any additional costs, such as travel/car rental and accommodation expenses, costs of equipment to be used, licence fees for music and/or stock images, costs of purchasing the necessary materials and
    costs of hiring third parties, will be charged to the Client. If and insofar as the price and/or additional costs have been offered on the basis of subsequent calculation, the actual hours worked and/or expenses incurred will be charged to the Client on the basis of subsequent calculation.

  2. All amounts indicated by Elise Wiebes and payable by the Client are exclusive of VAT, unless explicitly stated otherwise In Writing.

  3. Unless otherwise expressly agreed In Writing, Elise Wiebes is entitled to demand payment
    in advance from the Client in full or in part. If the amount owed by the Client exceeds €5,000 (excluding VAT), Elise Wiebes shall apply a standard down payment scheme, under which 50% of the total amount must be paid before Elise Wiebes commences with the execution of the Agreement.

  4. If the Client is declared bankrupt, its business is being liquidated, its assets are attached, has requested (temporary) suspension of payments, or is otherwise unable to freely dispose of its assets, the claims against the Client shall be immediately due and payable.

  5. Payments shall be made by means of bank transfer within the period stated on the relevant invoice. Elise Wiebes applies a standard term of payment of 30 days from the invoice date, but may deviate from this in individual cases, such as in the case of a down payment.

  6. With regard to the payments, it is not permitted to claim suspension or settlement.

  7. Elise Wiebes is entitled to submit the invoice(s) to the Client by e-mail only.

  8. If payment is not made in due time, the Client will be in default by operation of law. From the first day on which the Client is in default, the Client owes an interest of 2% per month over the outstanding amount, whereby part of a month is considered to be a full month.

  9. All reasonable costs, such as judicial, extrajudicial and enforcement costs, incurred to obtain the amounts due by the Client shall be borne by the Client.

ARTICLE 12. | LIABILITY AND INDEMNIFICATION

  1. Elise Wiebes is not liable for any damage caused by inaccuracies or incompleteness in
    the information provided by the Client, any other failure by the Client to fulfil its obligations arising from the law or the Agreement, or any other circumstance which cannot be attributed to Elise Wiebes.

  2. If, for the purpose of executing the Agreement, the Client provides Elise Wiebes with videos, images and/or other content which are protected under the Dutch Copyright Act (Auteurswet) or any other intellectual property right, the Client guarantees that there will be no infringement of the intellectual property rights of third parties and indemnifies Elise Wiebes, in and out of court, against all consequences arising from the use, reproduction or duplication thereof.

  3. Elise Wiebes shall never be liable for indirect damages, including any loss suffered, loss
    of profits, and damages as a result of business interruption. Without prejudice to the
    other provisions of these general terms and conditions, and in particular the provisions of paragraph 4 of this article, Elise Wiebes shall only be liable vis-à-vis the Client for direct damages sustained by the Client as a result of an attributable failure on the part of Elise Wiebes in the provision of the Services. An attributable failure shall be understood to mean a failure that a professional acting with due care can and should avoid, with due observance of normal caution and the professional knowledge and means required for the execution of the Agreement. Direct damage is solely understood to mean:

    • the reasonable costs for determining the cause and scope of the damage in as far as the determination is related to the damage within the meaning of these terms and conditions;

    • any reasonable costs made to have the faulty performance of Elise Wiebes correspond with the contract, insofar as it can be attributed to Elise Wiebes, and;

    • the reasonable costs incurred to prevent or limit the damage, insofar as the Client demonstrates that these costs have resulted in the limitation of the direct damage referred to in this paragraph.

  4. Elise Wiebes’s liability will be limited to the invoice value of the Agreement, or at least to that part of the Agreement to which Elise Wiebes’s liability applies, on the understanding that Elise Wiebes’s liability in the case of personal injury or material damage shall never exceed the amount actually paid out in the relevant case pursuant to Elise Wiebes’s corporate liability insurance policy, increased by any excess amount payable by Elise Wiebes under that insurance policy.

  5. The period of limitation for all legal claims against Elise Wiebes is one year.

  6. The Client shall indemnify Elise Wiebes against any third-party claims which it may receive in connection with the execution of the Agreement and the cause of which is attributable to the

    Client. In the event that Elise Wiebes is held liable by third parties on that account, the Client shall be obliged to assist Elise Wiebes both extrajudicially and judicially and to immediately do everything that may reasonably be expected of the Client in that regard. Should the Client fail to take adequate measures, Elise Wiebes will be entitled to do so itself without any notice of default. All costs and damages incurred on the part of Elise Wiebes and/or third parties as a result, are entirely for the account and risk of the Client.

ARTICLE 13. | INTELLECTUAL PROPERY/COPYRIGHT

1. Elise Wiebes reserves all intellectual property rights and protections to which it is entitled by law, such as the Dutch Copyright Act (Auteurswet). The ownership of the Productions supplied by Elise Wiebes, as well as of any ideas, images, concepts, proposals, scripts etc. supplied, is vested in Elise Wiebes. The Client may only use these goods for the purposes intended by the Parties on entering into the Agreement and is not allowed to reproduce, process or pass them on to third parties without the prior permission from Elise Wiebes

In Writing. The Client is not permitted to use any parts of a delivered Production as part of another production.

  1. If the Client has fully fulfilled its obligations under the Agreement, the Client will receive
    an exclusive licence to use the definitive Production for the purposes as laid down in the Agreement. In the event no agreements were made with respect to these purposes, the granting of the licence will be limited to that use of the Production for which plans existed at the time the Agreement was concluded. These plans must have been made known to Elise Wiebes demonstrably prior to the conclusion of the Agreement. It is not possible to provide and transfer to the Client any rights to goods other than the final Production, including “ the raw material”, unless explicitly agreed otherwise In Writing.

  2. The Parties may subsequently agree, In Writing, that the Client will buy out the intellectual property rights to the Production that was delivered. By means of a licence fee or royalty fee, an agreed form of use may be laid down in order to allow the Client to use the production for purposes other than those referred to in the preceding paragraph.

  3. In the event of a violation of the provisions of this article, Elise Wiebes will be entitled to compensation amounting to at least three times the licence fee customarily charged by Elise Wiebes for such form of use, without prejudice to Elise Wiebes’ s right to compensation for any other damages, including the right to compensation for all direct and indirect damages, as well as all actual judicial and extrajudicial costs.

  4. Unless explicitly agreed otherwise In Writing, the Services do not include investigating the existence of patent rights, trademark rights, drawing or design rights, and copyrights of third parties. The same applies to any investigation into the possibility of such forms of protection for the Client.

  5. Unless this cannot reasonably be required of the Client, Elise Wiebes shall at all times be entitled to have its name mentioned on the Production or to have its name removed. Without prior permission, the Client is not permitted to use the Production without mentioning
    this name. In the event of non-compliance with this condition, Elise Wiebes is entitled to compensation amounting to 100% of the licensing fee customarily charged by Elise Wiebes, without prejudice to Elise Wiebes’ s right to compensation for any other damage sustained, including the right to compensation for all direct and indirect damages, as well as all actual judicial and extrajudicial costs.

ARTICLE 14. | PERSONALITY RIGHTS

  1. When reproducing and publishing a Production, the Client shall at all times observe the personality rights of Elise Wiebes, as stipulated in Article 25 paragraph 1 sub c and d of the Dutch Copyright Act (Auteurswet).

  2. In the event of non-compliance with the provisions of paragraph 1, Elise Wiebes is entitled to compensation amounting to 100% of the licensing fee customarily charged by Elise Wiebes, without prejudice to Elise Wiebes’ s right to compensation for any other damage sustained, including the right to compensation for all direct and indirect damages, as well as all actual judicial and extrajudicial costs.

    ARTICLE 15. | RIGHTS OF THIRD PARTIES

    1. Elise Wiebes will see to it that anyone who is portrayed in a Production signs a quitclaim for the use of the portrait rights for the purposes as referred to in Article 13.2. If the Production is used for other purposes, the Client, without prejudice to the other provisions of these general terms and conditions, is responsible, to the exclusion of Elise Wiebes, for obtaining permission from the persons portrayed. The Client shall indemnify Elise Wiebes against all third-party claims in this regard.

    ARTICLE 16. | FINAL PROVISIONS

    1. Elise Wiebes is at all times entitled to transfer its rights and obligations under the Agreement to a third party.

    2. Every Agreement and all legal relationships arising therefrom between the Client and Elise Wiebes, are governed exclusively by Dutch law.

    3. The Parties shall not resort to the courts until they have made every effort to settle the dispute by mutual consultation.

    4. Only the competent court within the district of Elise Wiebes’s registered office shall be designated to hear any legal disputes between the Parties.

    5. If these general terms and conditions are available in several languages, the Dutch version shall always be decisive for the interpretation of the provisions contained therein.