Article 1. Definitions

1.1 Client

The term “client” refers to the party that has issued the assignment for the work.

1.2 Assignment

The term “assignment” refers to the client’s request to Filum to perform work in exchange for payment.

1.3 Work

The term “work” refers to everything that Filum does on behalf of the client, within the framework of the instructions provided by the client for their interests, including making and/or undertaking activities.

1.4 Quotation

The term “quotation” refers to the more or less specified work and the budget associated with those activities.

1.5 Concept

The term “concept” refers to a product/service description and/or visualization (a sketch, script, drawing, model, prototype, or design) in which content, form, and/or functionalities are recorded to provide an understanding of the potential end product and/or service, as well as its positioning in the market.

Article 2. Agreement, Quotation, and Confirmation

2.1 Applicability of General Terms and Conditions

These general terms and conditions apply to the formation, content, and performance of all agreements concluded between the client and Filum. Filum’s general terms and conditions are applicable at all times unless otherwise agreed upon in writing. Filum explicitly does not provide services under terms other than its own unless agreed upon otherwise in writing. In the event of a conflict between the client’s uniform purchasing conditions and these conditions, the latter will prevail. Conditions employed or declared applicable by the client that contradict these conditions cannot be acknowledged unless Filum has explicitly agreed to them in writing.

2.2 Quotations and Orders

Quotations are entirely non-binding. Price quotations cannot be altered as long as their validity lasts and corresponds to the already stated preferences and requirements. Additional work always requires prior agreement and a price revision before commencing additional activities. The proposed/presented quotation proposals are always non-binding and can initially only be accepted without deviations. An offered quotation is deemed rejected if the counterparty does not accept the quotation within the specified period or show clear interest in the offered services.

2.3 Prices

By default, all prices are exclusive of VAT unless expressly stated otherwise in a quotation or contractual agreement.

2.4 Written Confirmation

Orders must be confirmed in writing by the client. If the client fails to do so but nevertheless agrees to Filum commencing the execution of the order, such as recording, the content of the quotation will be considered agreed upon. Further oral agreements and provisions only bind Filum after being confirmed in writing by Filum.

2.5 Multiple Parties

If the client intends to award the same assignment to multiple parties simultaneously, they must inform Filum of this, stating the names of the other parties involved.

2.6 Travel and Accommodation Costs

In addition to a mileage reimbursement of €0.20 per kilometer, half of the travel hours to and from the recording location (excluding the first and last half hour) will be charged at the hourly rate specified in the quotation. If travel between various locations is necessary on a recording day, these are considered normal working hours. Actual accommodation costs will be invoiced for accommodation expenses.

Article 3. Assignment Cancellation and No-Shows

3.1 Termination by Filum

Filum has the right to terminate the agreement due to significant circumstances. Significant circumstances are defined as circumstances of such a nature that further commitment to the agreement cannot reasonably be expected.

3.2 Rescheduling Right

Filum services and products can be rescheduled to another location and/or time at no cost up to 48 hours before the video recording and within 6 months from the order confirmation. After 48 hours, there is no longer a rescheduling right, and the agreed-upon assignment becomes binding.

3.3 No-show Policy

For Filum recordings, a no-show policy applies: If the client is not present at the chosen studio location and/or time as agreed, a no-show fee of 100% of the invoice amount will be applied.

Article 4. Execution of the Agreement

4.1 Execution of the Assignment

Filum will make efforts to carry out the assignment carefully and independently, represent the client’s interests to the best of its knowledge, and strive for a usable result for the client. Filum will keep the client informed of the progress of the work as necessary.

4.2 Effort and Result Obligation

Filum is obligated to perform the tasks assigned to it as a good and careful contractor. All services provided by Filum are based on a best-effort commitment unless expressly promised and described with sufficient specificity in the written agreement. The primary activities include producing audiovisual material, as further specified in the quotation and/or contractual agreement. As a result obligation, Filum is obligated to deliver the first video file via a non-physical carrier within the agreed-upon term in the contractual agreement after the last video recordings, unless otherwise agreed upon. The client is responsible for ensuring proper inspection and verification upon receipt and making inquiries if necessary.

4.3 Delivery Process

As a result, Filum delivers a video file via a non-physical carrier. The client is entitled to allow for up to 2 correction rounds, unless otherwise agreed upon. Correction rounds involve providing feedback on the first video version digitally and bundled within one week. Filum is required to deliver a second video version file via a non-physical carrier in the week following the week of feedback submission. Any corrections to this video version must be processed and delivered within one week. Upon the client’s approval, Filum sends the video file via a non-physical carrier to the client unless otherwise specified in the quotation.

4.4 Provision of Data

The client is obligated to do everything reasonably necessary or desirable to enable timely and accurate advice and/or delivery by Filum. This includes timely providing all relevant, complete, sound, clear, requested, and unsolicited information, data, or materials to Filum. If the client fails to fulfill these obligations, Filum is entitled to suspend or discontinue further execution of the assignment, without prejudice to the client’s obligations.

4.5 Request for Quotes from Suppliers

If Filum, at the client’s request, prepares an estimate for third-party costs, this estimate will only be indicative. If necessary, Filum can request quotes from third parties on behalf of the client. The client bears the costs associated with providing these quotes.

4.6 Disclosure and Reproduction

Before proceeding with production, reproduction, or disclosure in any manner and form, the parties must allow each other to review and approve the latest written and/or visual concepts, scripts, models, prototypes, or designs. At Filum’s request, the client must confirm their approval in writing.

4.7 Delivery Time

A deadline provided by Filum for completing an assignment is indicative. Filum is only in default, even with an explicitly stated deadline for completing an assignment, after the client has formally notified Filum by registered mail and compliance remains outstanding within the reasonable period mentioned in the notice of default.

4.8 Tests, Permits, and Legal Regulations

Conducting tests, applying for permits, and assessing whether the client’s instructions comply with legal standards, except for drone video recordings, are not part of Filum’s assignment. The client must arrange for these matters themselves.

4.9 Complaints
Complaints must be communicated to Filum in writing as soon as possible but no later than 5 working days after the completion of the assignment. After this period, Filum’s liability in this regard lapses.

Article 5. Intellectual Property Rights and Ownership Rights

5.1 Copyright and Industrial Property

Unless otherwise agreed upon in writing between the parties, all intellectual property rights arising from the assignment, including but not limited to patent rights, design rights, and copyright, belong to Filum. If such a right can only be obtained through filing, registration, or any other action, Filum alone is authorized to do so.

5.2 Investigation of Existence of Rights

Unless expressly agreed upon in writing, the assignment does not include the investigation of the existence of patent rights, trademark rights, design or model rights, copyrights, and portrait rights of third parties. The same applies to any investigation into the possibility of such forms of protection for the client.

5.3 Attribution

Unless the nature of the work does not permit it, Filum is always entitled to have its name mentioned on or near the work or to remove it. Without prior permission, the client is not allowed to produce, disclose, or reproduce the work without mentioning Filum’s name.\

5.4 Ownership by Filum

The written and/or visual concepts, scripts, drawings, prototypes, design sketches, software, and other materials or (electronic) files created by Filum in the context of the assignment remain the property of Filum, whether they have been handed over to the client or third parties. The client or third parties must promptly return these materials and/or files upon the first request and always no later than the end of the agreement.

Article 6. Use and Licenses

6.1 Use

When the client fully complies with their obligations under the agreement with Filum, they obtain a non-exclusive license for the use of the concept. This includes the right of disclosure and reproduction in accordance with the destination agreed upon in the assignment. If no agreements have been made regarding the destination, the license is limited to the use of the concept for which definite intentions existed at the time of issuing the assignment.

6.2 Modifications

The client is not allowed to make changes to the provisional or final concepts without written permission from Filum.

6.3 Self-Promotion

Filum has the freedom to use the concept for its own publicity or promotion and include it in its public portfolio.

Article 7. Payment

7.1 Payment Obligation

The payment obligation arises from the signed approval of a quotation by the client. If, by oversight, this is forgotten, a verbal agreement is considered to have been concluded at the start of the video recording activities based on the sent quotation proposal to the client. Payment, regardless of the provisions in the following sections, must be made within the term specified in the invoice, and in the absence of such a term, within fourteen days of the invoice date. If Filum has not received (full) payment after this period has elapsed, the client is in default and is liable to pay interest at the statutory rate. All costs incurred by Filum, such as legal costs, costs of legal assistance (including amounts not awarded by the court), extrajudicial and judicial collection costs, incurred in connection with late payments, are at the expense of the client, except for legal costs and costs of legal assistance if Filum is condemned as the losing party. Extrajudicial costs are set at a minimum of 15% of the invoice amount, with a minimum of € 750.

7.2 Invoicing and Payment

By default, Filum sends a 100% invoice one day after delivering the first video version, where Filum has fulfilled its obligation. This invoice is equivalent to the agreement in the quotation or an invoice with a reduction of the advance payment. From that moment, a payment term of 14 days applies.

7.3 No Discount or Offset

The client makes payments due to Filum without any discount, compensation, or reduction of VAT, except for offsetting with reconcilable partial invoices or advances related to the agreement that the client has provided to Filum.

7.4 Lapsed License

From the moment the client fails to fulfill his payment obligations under the agreement (in full) or is otherwise in default, the client is no longer allowed to use the provided results, and any license granted to the client within the framework of the assignment expires.

7.5 Partial Invoice and Advance Payment

Filum is entitled to request a partial payment of 25% of the quotation value if the agreed-upon assignment exceeds €1000 in absolute value or if Filum deems it appropriate to request an advance payment. Legal entities whose legal person is located outside the Netherlands are required to make an advance payment of 50% of the total agreement. An advance payment is always communicated through a quotation proposal.

7.6 VAT Shift – Intracommunity Services

Filum always charges VAT by default, which is clearly specified on the invoice. VAT can only be shifted if, before entering into the agreement, it is clearly communicated to Filum that the legal entity is located outside the Netherlands or the EU, and the relevant VAT number has been verified by Filum.

Article 8. Termination and Dissolution of Agreement

8.1 Termination of Agreement by Client

When the client terminates an agreement, they are required to pay, in addition to damages, the incurred costs related to the work performed up to that point, such as concepting and preparations. Filum is entitled to determine these incurred costs, as well as the compensation for damages.

8.2 Termination of Agreement by Filum

If Filum terminates the agreement due to a attributable failure in the performance of the agreement by the client, the client is required to pay, in addition to damages, the costs incurred for the work performed up to that point. Behaviors of the client that reasonably make it impractical for Filum to complete the assignment are also considered attributable failure in this context. Filum is entitled to determine these incurred costs, as well as the compensation for damages.

8.3 Compensation

The compensation referred to in the previous two sections of this article will at least include the costs resulting from commitments entered into by Filum in its own name for the fulfillment of the assignment with third parties, as well as 25% of the remaining part of the quotation value that the client would owe upon full completion of the assignment. If the client terminates the agreement within a period of 4 weeks before the start of the assignment, the client is required to pay 50% of the quotation value.

8.4 Bankruptcy

Both Filum and the client have the right to immediately terminate the agreement in whole or in part in the event of bankruptcy or suspension of payment of the other party or if the client terminates its business activities in any other way.

8.5 Use of Results after Premature Termination

If the assignment is prematurely terminated for any reason, the client is no longer allowed to use the provided concepts, and any license granted to the client within the framework of the assignment expires.

Article 9. Indemnification

9.1 Indemnification for Claims Regarding Concept Use

The client indemnifies Filum or individuals engaged by Filum in the assignment against all claims from third parties arising from the applications or use of the results of the assignment.

9.2 Provided Materials and Data

The client indemnifies Filum against claims related to intellectual property rights on materials or data provided by the client and used in the execution of the assignment.

Article 10. Liability

10.1 Liability

Filum cannot be held liable for: A. Errors in the material provided by the client. B. Misunderstandings or errors regarding the execution of the agreement if they are due to actions of the client, such as not providing all relevant, complete, reliable, clear, requested, and unsolicited information, data, or materials in a timely manner. C. Errors by/third parties engaged by the client. D. Defects in quotations from suppliers or deviations from price quotations from suppliers. E. Errors in the concept or text/data if the client has given approval in accordance with the agreed-upon terms or has had the opportunity to conduct a review and has expressed no need for such a review.

10.2 Limitation of Liability

Any liability is limited to the amount paid under our professional liability insurance in the respective case.

10.3 Expiry of Liability

Any liability expires after 6 months from the completion of the assignment.

10.4 Copies of Materials

The client is obliged, if reasonably possible, to retain copies of materials and data provided by them until the assignment is fulfilled. Filum is not liable for damage, loss, or destruction of objects, materials, or data provided to him by, on behalf of, or on behalf of the client. Goods travel at the client’s risk.

10.5 Retention Obligation

After completing the assignment, neither the client nor Filum has an obligation to each other regarding the materials and data used. Filum has the right to retain all recording materials and include them in the public Filum portfolio unless otherwise agreed upon.

Article 11. Miscellaneous Provisions

11.1 Transfer to Third Parties

The client is not allowed to transfer any rights from an agreement concluded with Filum to third parties, except in the case of the transfer of their entire business.

11.2 Confidentiality

Parties are obliged to treat facts and circumstances that come to the knowledge of the other party in the context of the assignment confidentially. Third parties involved in the execution of the assignment will be similarly bound to the confidential treatment of these facts and circumstances originating from the other party.

11.3 Headings

The headings in these general terms and conditions are only intended to promote readability and do not constitute part of these conditions.

11.4 Dutch Law

Dutch law applies to the agreement between Filum and the client. The court with jurisdiction over disputes between Filum and the client is the competent court in the district where Filum is established unless Filum chooses to bring the dispute before another court.

11.5 Collaboration after assignment

When the contractor collaborates with Filum, the contractor may not collaborate with Filum’s competitors for a period of 12 months. This includes other video production companies. Violation of this agreement incurs a fine of 5000 euros. Other arrangements can be made in consultation with Filum.
Executed on November 2, 2023, in Amsterdam, and signed for approval.

Filum
L. Kaptein
Owner/Creative Director