Terms of Service

Article 1. Definitions

1.1. In these terms of service, the following terms have the following meanings, unless explicitly stated otherwise or the context otherwise requires:

• Off-Script Media: the user of these terms and conditions, located at 2806 DK, Gouda, Zuid-Holland, Netherlands.
• Client: the company that has commissioned Off-Script Media one or more specific video productions and/or other creative projects.
• Work: all proposals, quotations, advice/information, concepts, ideas, voice-overs, files, designs, photos/images, video productions and all other works within the meaning of the Copyright Act that are provided by Off-Script Media in the context of the Agreement.
• Production: all activities and labour pertaining to the creation, execution and delivery of a product specified in the negotiated contract.
• Video Production: the final product delivered by Off-Script Media, commissioned by the client.

Article 2. General

2.1. These terms of service apply to every offer and/or quotation from Off-Script Media and to all contracts and/or arrangements between Off-Script Media and the client.

2.2. These terms of service also apply to additional assignments and follow-up assignments from the client.

2.3. Deviations from these terms of service can only be made by e-mail. The deviations will only apply to the agreement to which they have been explicitly declared applicable.

2.4. Deviations must be made in agreement of all parties involved, and will only be applicable to the explicitly declared agreement.

2.5. Off-Script Media has the right to unilaterally change these terms of service. The version of the terms of service that applied at the time the agreement was concluded is always applicable, unless the client has agreed to an amended version of the terms and conditions after the agreement has been concluded.

Article 3. Quotations

3.1. Every offer and all quotations from Off-Script Media are non-binding.

3.2. The quotation is based on an estimate of the required working hours for any project-related matters and for the delivery of the Video Production. Off-Script Media determines these hours in all reasonableness.

3.3. The Client guarantees the correctness and completeness of the information provided by or on behalf of him to Off-Script Media. This information contains stated requirements and specifications of the desired video production and/or other data on which Off-Script Media bases its offer or quotation.

3.4. It is possible that the client has additional wishes during the timespan of the production, which are not or not sufficiently stated in the quotation. After consultation with the client, these extra hours will be charged on the basis of a fixed hourly rate, on top of the invoice amount agreed in the quotation, unless otherwise agreed.

3.5. All stated prices and rates are exclusive of 21% VAT.

Article 4. Conclusion of the agreement and cancellation policy

4.1. The agreement is concluded after Off-Script Media has received a signed copy of the agreement or quotation from the client.

4.2. A concluded Agreement cannot be cancelled free of charge. If the Client cancels the agreement, the Client will be charged:

• all work already performed;
• any (cancellation) costs that Off-Script Media must pay to the engaged third parties.

Article 5. Execution of the agreement

5.1. Off-Script Media will execute the work to the best of its ability and as a diligent professional practitioner.

5.2. Off-Script Media has the right to delegate certain activities to third parties, without notifying the client thereof.

5.3. Off-Script Media cannot guarantee that the execution of the work will lead to the result desired by the client, such as an increase in turnover and/or more brand awareness.

5.4. Unless agreed otherwise in writing, a Video Production includes two (2) rounds of revisions after the first cut. Any additional revision rounds will be charged on the basis of the fixed hourly rate, as described in article 3.4.

Article 6. Travel and accommodation expenses

6.1. If applicable, all travel and accommodation costs incurred are considered additional costs. These are not included in the quotation. Any travel and accommodation costs will be added separately on the final invoice. Off-Script Media applies a compensation of €0.21 per kilometre driven by all crew members of Off-Script Media to the recording location and back again. This compensation also applies to driven kilometres for pick-up of additional (rental) gear or props necessary for the production.

Article 7. Delivery terms

7.1. The delivery terms will vary per agreement.

7.2. The specified delivery terms provided by Off-Script Media are not to be regarded as a hard deadline.

7.3. In the event that Off-Script Media exceeds the agreed upon delivery term as a result of an event that is in fact beyond its control and cannot be attributed to it, as described in Article 15 of these terms and conditions, this term is automatically extended by the period during which it was exceeded as a result of such an event.

7.4. Exceeding a delivery term never entitles the client to any compensation or other action against Off-Script Media.

7.5. If Off-Script Media suspects or knows that it cannot deliver on time, Off-Script Media will inform the client thereof as soon as possible.

Article 8. Obligations of the client

8.1. The client shall ensure that all data, of which Off-Script Media indicates that these are necessary or of which the client should reasonably understand that they are necessary for the execution of the agreement, is available in a timely manner.

8.2. The client guarantees the correctness, completeness and reliability of the information provided by it, even if it originates from third parties. The client indemnifies Off-Script Media for damage resulting from incorrect or incomplete information provided.

8.3. If the production (partly) takes place at the client's location, the client must take such measures that the employees of Off-Script Media are protected during production against danger to life, honour and property.

8.4. The client is obliged to inform Off-Script Media immediately about facts and circumstances that may be important for the execution of the agreement.

8.5. The client is responsible for the reproduction or publication of content supplied by him, of which the rights are held by third parties.

8.6. The client is not allowed to order Off-Script Media to create a video production that infringes the rights of third parties, such as, but certainly not limited to, the trademark rights, copyrights or other intellectual property rights of third parties. Off-Script Media has the right to end the agreement (prematurely) if it establishes or suspects that the video production desired by the client conflicts with these rights of third parties. All work executed up to the moment of termination of the agreement will be charged to the client. Off-Script Media is not obliged to check whether the video production desired by the client violates the rights of third parties or is in conflict with the law.

8.7. If the Production is delayed due to an act and/or omission of the client, the client will be notified and Off-Script Media cannot be held responsible for any delay or damage resulting therefrom.

8.8. If the client has not fulfilled its obligations towards Off-Script Media or if it acts in violation of the law, the client is liable for all damage that Off-Script Media suffers as a result and Off-Script Media has the right to dissolve the agreement.

Article 9. Music and voice-overs

9.1. For specific music that is not provided by our music-license subscription via Artlist, used in a Video Production, rights must be transferred to the copyright organization Buma Stemra. These copyrights are additional costs, which are not included in the quotation. The amount of the rights is determined by the Buma Stemra foundation and will be added to the final invoice.

9.2. Some productions use one or more voice-overs, or recorded voices. The costs of a voice-over fall under the additional costs, which are not included in the quotation and are added to the final invoice. Unless otherwise agreed in writing.

Article 10. Payment

10.1. All invoices will be paid by the client in accordance with the payment conditions stated on the invoice. In the absence of specific conditions, the client will pay within 14 days of the invoice date.

10.2. The client has the option to pay Off-Script Media in instalments. By choosing this option the client agrees to pay an additional €24 administration fee.

10.3. In the event of liquidation, bankruptcy, attachment or suspension of payment of the client, the claims of Off-Script Media are immediately due.

10.4. Off-Script Media may retain the goods, data, documents and data files received or generated in the context of the agreement, despite an existing obligation to hand over, until the client has paid all amounts due.

Article 11. Intellectual property rights

11.1. The intellectual property rights with regard to the content rests with the client or its licensors. The Client grants Off-Script Media, for the realization of the video production, a non-transferable license to the content for the sole purpose and duration of the production.

11.2. The copyright as well as all other intellectual property rights with regard to both provisional and final designs of the work are and will remain with Off-Script Media.

11.3. Off-Script Media grants the client a limited, non-exclusive, non-transferable right to use the intellectual property rights that are placed on the product. The license is only valid after the client has fulfilled its financial obligations related to the production of the work for which the license is granted.

11.4. If the client acts in violation of the intellectual property rights of Off-Script Media, Off-Script Media has the right to terminate the agreement with immediate effect, without the client being entitled to any form of compensation. All damage that Off-Script Media has suffered as a result of this will be charged to the client.

11.5. By ordering the publication or reproduction of items protected by the Copyright Act or any other legal regulation in the field of intellectual property, which have been made available by or on behalf of the Client itself, the Client declares that no infringement is made of statutory regulations and/or protected rights of third parties and indemnifies Off-Script Media for claims in respect of third parties or for the direct and indirect consequences, both financial and other, arising from the publication or duplication.

11.6. The client is not permitted to remove or change any designation regarding the confidential nature or regarding copyrights, brands, trade names, logos or other intellectual property rights from the work.

11.7. Transfer of intellectual property rights can only be agreed in writing by means of a deed intended for that purpose.

11.8. Off-Script Media is only entitled to use the work in the specific manner laid down in the agreement between Off-Script Media and the client. If the client wishes to use the work in a manner other than that agreed in the agreement, on a commercial or non-commercial basis, it is only permitted to do so with the express prior written consent of Off-Script Media. The parties may then agree that a price will be charged against the different uses of the work.

Article 12. Investigation into the existence of rights

12.1. The agreement does not include conducting research into the existence of trademark rights, drawing or design protection, copyrights and portrait rights of third parties. The same applies to research into the possibility of such forms of protection for the client.

12.2. The client must check whether the content does not infringe the trademark rights, drawing or design protection, copyrights or portrait rights of third parties.

Article 13. Complaints

13.1. Complaints about the work must be submitted by the client to Off-Script Media as soon as possible. Per default the notice must contain an as detailed description as possible reporting the cause of the complaint, so Off-Script Media can respond accordingly.

13.2. After submitting the complaint, the client must inform Off-Script Media granting them the opportunity to investigate the merits of the complaint and, if necessary, granting the opportunity to still perform the agreed upon work. The fact that Off-Script Media proceeds to investigate the complaint does not imply that Off-Script Media acknowledges the work performed is defective.

13.3. If performing the agreed work is no longer possible or useful, Off-Script Media is only liable within the limits of article 14 of these general terms and conditions.

Article 14. Liability and limitation

14.1. Off-Script Media cannot be held to compensate any damage, which is a direct or indirect consequence of:

• an event that is in fact beyond its control and thus cannot be attributed to it, as described, among other things, in article 15 of these general terms and conditions;
• any act or omission of the client, its subordinates, or other individuals employed by or on behalf of the client.

14.2. The client is responsible under all circumstances for the validity and completion of the data and documents supplied by him. Off-Script Media is never liable for any damage that is (partly) caused by the fact that the data, documents, detailed designs, content, etc. supplied by the client are incorrect and/or incomplete. The client indemnifies Off-Script Media against all claims in this regard.

14.3. Off-Script Media is not liable for corruption or loss of data resulting from transmission of the data using telecommunications facilities.

14.4. Off-Script Media is not liable for consequential damages. In this context consequential damage pertains to: loss of profit, lost savings, loss of turnover, costs incurred to prevent or determine consequential damage, loss or damage of data, delay damage, reputational damage and imposed fines.

14.5. The client indemnifies Off-Script Media of all claims brought on by third parties against Off-Script Media in respect of incidents, acts or omissions, for which Off-Script Media is not liable under the foregoing. The client is obliged to compensate for all costs, damages and interests incurred by Off-Script Media as a direct or indirect result of a claim brought against it by a third party as referred to in this paragraph.

14.6. Claims rights and other powers of the client for whatever reason vis-à-vis Off-Script Media in any case expire after one (1) year from the moment the fact occurs that gives the Client these rights and/or powers towards Off-Script Media.

Article 15. Force majeure

15.1. Force majeure on the part of Off-Script Media is the case, among other things, if Off-Script Media is prevented from fulfilling its obligations under the agreement or the preparation thereof as a result of: disruptions in the connections to and from the internet, virus infection or computer intrusion by third parties, power failure, weather conditions, traffic disruption, strikes, war, danger of war, terrorism, theft, fire, illness of one or more employees of Off-Script Media, epidemics, pandemics, defects in machines, errors in software or online services of third parties, government measures and other external causes over which Off-Script Media has no influence.

15.2. In case of force majeure, Off-Script Media is released from its obligation to perform the agreed work for the time being. It will depend on the circumstances of the case whether this will be and will remain the case in whole or in part, or whether there will only be a suspension of performance. In the event of an opportunity to perform, and/or change, both Off-Script Media and the client are obliged to use it.

15.3. In the event of a force majeure situation, Off-Script Media will inform the client thereof as soon as possible.

Article 16. Suspension and dissolution of the agreement

16.1. Off-Script Media is authorized to suspend the fulfilment of the obligations or to dissolve the agreement if:

• the employees of Off-Script Media are exposed to a hazardous situation during production and/or if a hazardous situation threatens to arise for the employees;
• the client does not or does not fully comply with its obligations and the client has not complied with a sent notice of default. If compliance is permanently impossible, a notice of default may be omitted;
• after the conclusion of the agreement Off-Script Media learns of circumstances that give good grounds to fear that the client will not fulfil its obligations. If there are good grounds to fear that the client will only partially or not properly comply, suspension is only permitted insofar as the shortcoming justifies it;
• the Client has been granted a moratorium;
• the client is in a state of bankruptcy;
• a statutory debt rescheduling scheme is declared applicable to the client;
• the client's company is liquidated or terminated.

16.2. If the agreement is dissolved, the claims of Off-Script Media are immediately due and payable by the client. If Off-Script Media suspends the fulfilment of the obligations, it retains its rights under the law and the agreement.

16.3. Off-Script Media is not liable for any damage suffered by the client because Off-Script Media has terminated the agreement prematurely or because Off-Script Media has suspended the execution of the agreement.

16.4. Any damages or losses incurred by Off-Script Media as a result of the client's actions or lack thereof will be added to the final invoice received by the client. Such losses will include but are not limited to: hardware damage suffered by the actions of a non Off-Script Media employee, insufficient notice for rescheduling, loss of turnover.

Article 17. Confidentiality

17.1. Both parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if this results from the nature of the information. The party receiving confidential information will only use it for the purpose for which it was provided.

17.2. If Off-Script Media — on the basis of a statutory provision or a court decision — is obliged to provide confidential information to third parties designated by the law or the competent court and Off-Script Media cannot invoke a legal right of non-disclosure recognized or permitted by the competent court, Off-Script Media is not obliged to pay compensation and the client is not entitled to dissolve the agreement.

Article 18. Applicable law and competent court

18.1. Any agreement between Off-Script Media and the client is subject to Dutch law.

18.2. All disputes regarding agreements between the client and Off-Script Media will be submitted to the competent court of the Leiden District Court.

Off-Script Media
2806 DK Gouda
Zuid-Holland, Netherlands