Terms and conditions StickyStuff Agency

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This English translation is provided for convenience only. In the event of any inconsistency or conflict between the original Dutch version and this translation, the Dutch version will prevail. 

These General Terms & Conditions and the applicable commission of confirmation, as the context requires, including its schedules (together referred to as the "Agreement")govern the contractual relationship between Sticky Stuff Agency B.V. the company with chamber of commerce number: 83870768 with a registered office Jacob van Lennepkade 304, 1053 NG Amsterdam, the Netherlands and its Client, as defined below, with whom Sticky Stuff Agency B.V. enters or has entered into an Agreement in relation to, including but not limited to, and video productions, representative of the Creative, as defined below, and content production services (“Services”).  
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‍Article 1 – Definitions 

‍SSA: Sticky StuffAgency B.V.  

‍Creative:photographer, videographer and/or director who is represented by SSA. 
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Client:a natural person who or legal entity which has ordered a Commission from SSAand with whom SSA has concluded an Agreement in this connection. 
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‍Job Confirmation:the document in which the project is described. 

‍Deliverable:all tangible and intangible items, including (without limitation) ideas, plans,treatments, concepts, photographic and video graphic works, layouts, texts andthe media on which these may be stored, such as print, hard drives and documents made available by SSA to the Client in the context of the Commission. 

‍Reference Materials: all items, products, clothing, individuals, information and datamade available by the Client to SSA to facilitate the start and completion ofthe Commission. 

‍Force Majeure:in these General Terms and Conditions, force majeure means all external factors, foreseen or unforeseen, that are beyond the control of SSA and/or the Creative, such as natural disasters, strikes, shortages, viruses, pandemics and/or epidemics. SSA may also invoke force majeure if the circumstance preventing (further) performance of the Agreement occurs after SSA and/or the Creative should have fulfilled their obligation. 

Article 2 – Applicability of the General Terms and Conditions 

These General Terms & Conditions apply to all Job Confirmations between SSA and the Client, except where SSA and the Client have explicitly agreed alternative arrangements in writing. 

‍Article 3 – Proposals, Agreement and Confirmation of Commission 

‍3.1 All proposals are entirely without obligation. An Agreement is not formed until the Client has received a Job Confirmation from SSA in writing. Prices stated in proposals andJob Confirmations are in euros (€) and are exclusive of VAT, except as expressly otherwise stated. 

‍3.2 Prices stated are fixed for the periods specified in the Confirmation of Commission. After the specified period/s, SSA is entitled to adjust its prices for any increase in costs and fluctuations in exchange rates and shall charge the Client accordingly. 

‍3.3. Inthe absence of a Job Confirmation, an Agreement will be deemed to have been formed if and as soon as SSA starts carrying out the Commission, insofar assuch arrangements are agreed to or statements made by the Client, which SSA was reasonably entitled to rely on. Any amendments to the Agreement must be agreed in writing (which includes by email). Article 4 Job Confirmation and Approval 

‍4.1  SSA is entitled to outsource the Services in whole or in part. 

‍4.2  SSA is entitled to perform anything not explicitly described in the Job Confirmation according to its own technical and creative judgement. 

‍4.3  The Client must ensure that all the Reference Materials are made available to SSA on time and according to schedule (timing arrangements as discussed in writing). Furthermore, the Client must lend any further assistance in carrying out the Commission. In the event the Commission cannot be carried out by SSA due to delay or prevented by the Client and fails to comply with the obligations, the associated additional costs will be invoiced and paid by the Client. 

‍4.4  If the Client has specific requirements regarding weather conditions during the production of the Services these do not occur, additional costs associated with this delay will be payable by the Client. 

‍4.5 SSA requires the Client’s approval to be able to demand payment, as described in the Job Confirmation. 

‍4.6 The Client will approve the shoot location, cast and styling – where applicable – at thePre-Production Meeting (PPM) or in writing. The PPM is only for final check, no major adjustments can made during or after this meeting. 

‍4.7 The Client will approve the content during the production of the Services /during the shoot. Ifno representative of the Client is present during the shoot, or is not reasonably available, SSA will be entitled to grant approval. In the eventadditional costs need a sign off from Client and Client is not available Client agrees that SSA is able to approve reasonable additional costs, such as overtime, during the production of the Services. 

‍4.8 In the event the Client is not available during the production of the Services any content and Deliverable shall be deemed approved by Client.
 
‍4.9 Approval of the image or video editing is given exclusively based on the output medium. SSA accepts no responsibility for any colour or other variations in end user media compared to the output medium, the latter being considered the final result. 

‍4.11 Only the agreed number of edited images or amount of video’s shall count as a Deliverable. 

‍Article 5 – Invoicing and Payment Terms 

‍5.1   If it has been agreed that delivery of the Deliverables will not take place at once but in parts, an invoice may be sent for each individual part delivery. 

‍5.2   If payment in instalments has been agreed, an invoice will besent for each instalment. 

‍5.3   The Client must pay the invoices within 14 days of the invoice date. However, if an advance payment has been agreed, the payment term is 8days or, where applicable, payment must be received by SSA no later than 4 days prior to the first production day/shoot. 

‍5.4   If SSA has not received the amount due within the term referred to in Article 5.3, the Client will be in default and interest will be due atthe statutory rate plus 2%. 

‍5.5  If the Client is in default or fails in some other way to fulfil one or more of his obligations, including any copyright infringement, all costs incurred in enforcing those obligations, whether judicially or extrajudicially, will be payable by the Client. 

‍Article 6 – Ownership and licence 6.1    

The ownership rights and intellectual property rights in the Deliverable, including copyright and neighbouring rights, are vested in SSA and/or the Creative. 

‍6.2     Useby the Client is limited to the purpose, territories, period, frequency and media agreed between the Client and SSA. In the absence of any specific agreement on use, the right of use is deemed to be granted for once-only use,limited to use for a maximum of one year in the Netherlands and limited to the medium used on first use (limited to the website). The prior written permission of SSA is required for any other use.

6.3    Without the prior written permission of SSA the Client is not permitted to make changes to the photos or videos, to edit them or to offer third parties,whether deliberately or inadvertently, the opportunity to use, reuse or download the photos, digitally or otherwise (or to arrange for them to be used,reused or downloaded). 

‍6.4    Without the prior written permission of SSA the Client is not permitted to transfer ownership of the Deliverable to third parties, to pledge it, to giveit on loan, to rent it out or make it available in some other way, or to encumber the Deliverable with third-party claims or rights. 

‍6.5     Ifthe permission referred to in Paragraphs 6.2, 6.3 and 6.4 is not granted, the Client will be liable to pay compensation to SSA and/or the Creative. 

‍6.6     If ithas been agreed that usage of the Deliverable will be transferred to the Client, or a usage licence will be granted, the right to use the Deliverable will not arise until the Client has paid all sums due by the Client to SSAand/or the Creative. 

‍6.7     The Client indemnifies, defends and holds SSA and/or the Creative harmless from and against any third-party claims in relation to intellectual property rights inthe Reference Materials provided by the Client, as well as in relation to loss,theft or destruction of or damage to the Reference Materials. 

‍6.8     Where this has been agreed, the Client shall cite the name of the Creative each time the (photographic or video graphic) works delivered or made available to the Client are used. The Client shall impose this same obligation on any third party,where applicable. 

‍6.9  SSA and/or the Creative are entitled at anytime to use the (photographic or video graphic) works for their own promotion or publicity purposes. 

6.10 The raw Images / videos available on a harddrive are not allowed to be retouched / edited or published without permission of SSA.  

Article 7 – Cancellation and compensation 

‍7.1     SSAmay cancel the Agreement if the Client does not reasonably give SSA and/or the Creative the opportunity to carry out the Commission or if the Client fails to fulfil his obligations under the Agreement, regardless of whether the Client is affected by force majeure. 

‍7.2     SSAmay cancel the Agreement as soon as the Client is declared bankrupt or placed into liquidation or applies for provisional or final court protection from creditors (surseance van betaling). If, at that time, the Client has not fulfilled all his payment obligations to SSA, any licence granted will automatically terminate.

7.3  Ifthe assignment is cancelled or rescheduled by the client less than 5 working days prior to the originally agreed-upon shoot date, the cancellation fee will be 100%of the entire Job Confirmation, plus any costs incurred on a retrospective.If the assignment is cancelled or rescheduled by the client more than 5 working days prior to the initially agreed shoot date, the cancellation fee will be 50% of the entire Job Confirmation, plus any costs incurred on a retrospective.

‍7.5     Inthe event of cancellation of the Agreement, any and all Deliverables already delivered must be returned by the Client to SSA free of charge and any copies must be deleted. 

‍7.6     IfSSA is affected by a force majeure during the carrying out of the Commission,SSA will be entitled to defer performance of the Agreement or to cancel the Agreement. If SSA is of the opinion that performance has become permanently impossible, the Client must pay all costs reasonably incurred or yet to be incurred by SSA. 

‍7.7  Client is not entitled to terminate the Agreement for convenience or otherwise or rescind the Agreement, in whole or inpart.  

‍7.8    SSA is entitled to terminate the Commissionin the event the Client does not fulfil one or more of its obligations underthese Terms and Conditions and/or the Agreement.  

‍Article 8 – Confidentiality Both parties agree to keep any confidentialinformation exchanged during the course of the Services confidential and not todisclose it to third parties without prior written consent. Article 9 - Contingency and Weather Days 

‍9.1   A contingency day is any day where ascheduled to shoot the content has been prevented from occurring due tocircumstances beyond the control of SSA. These circumstances may include butare not limited to: (i) weather conditions (rain, fog, sleet, hail, snow,lightning, hurricane, tornado, heavy winds or any adverse condition that is notconsistent with the prescribed shooting conditions desired by Client; (ii)injury, illness, or absence of Client-supplied elements; (iii) “force majeure”(meaning an event beyond the reasonable control of SSA or Client which preventsSSA from performing its obligations under the Agreement, including but notlimited to earthquake, riot, fire, flood, volcanic eruption, acts of war,strikes, labor unrests, civil authority, terrorism, and acts of God); (iv)“Re-Shoots” (meaning any additional days for a job insured by Client, who istherefore authorizing the expenses). Client should be provided with acontingency day cost which should be approved prior to proceeding with thatshoot day.  

‍9.2  SSA will quote the maximum exposure figure (meaning a“not to exceed”) figure) as a contingency day costs. This will be a costs perday figure. However, this figure does not include the costs of premiums forcrew or suppliers (i.e., should the contingency day fall on weekends, holidaysor premium days based on consecutive employment), which extra costs shall bepaid separately by Client. 

‍9.3  Inno event weather insurance shall be required or taken out.  

‍Article 10 – Risk and Liability 

‍10.1  The costs and risk of shipment, delivery ortransport of the Deliverable and/or Reference Materials are the responsibilityof the Client. 

‍10.2  If the Client fails to take delivery of theDeliverable sent by or on behalf of SSA, this will be at the Client’s own risk.SSA will then be entitled to store the Deliverable or have it stored at therisk and expense of the Client and to demand payment as if delivery had beenmade to the Client. 

‍10.3  Neither SSA nor the Creative is liable for anyloss or damage incurred by the Client, except in case of wilful intent or grossnegligence on the part of SSA and/or the Creative. 

‍10.4  Neither SSA nor the Creative is liable for anyloss or damage attributable to third parties engaged by the Client or SSA, orattributable to the materials used or persons engaged by these third parties. 

‍10.5  SSA has taken out adequate liability insurance.Any liability on the part of SSA will never exceed the amount paid out by theinsurer. Client is responsible for its own adequate insurances. 
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‍10.6  The Client is at all times responsible for theconsequences of using the Deliverable. The Client indemnifies, defends andholds SSA harmless from and against all third-party claims in this respect. 

‍10.7  The role of SSA and/or the Creative in thebooking of models, actors and locations is an intermediary role. The bookingagreements (which may also be entered into by email) with the parties inquestion, such as modelling agencies and location agencies, are binding betweenthose parties and the Client. 

‍10.8  SSA shall not be liable for any indirect,incidental, consequential, or punitive damages arising out of or in connectionwith the services provided, including but not limited to loss of profits, lossof data, or loss of business opportunities. 

‍10.9  When itconcerns a booking confimation, SSA is not responsible for overtime of theartist or of any assistants involved or any damage occurred during theproduction. Client is responsible for its own adequate insurance. 

‍10.10 This Agreement shall be governed by andconstrued in accordance with the laws of the Netherlands.  

10.11      All disputes connected to or ensuing fromthe Agreement which cannot be amicably resolved, shall exclusively be broughtbefore the competent Court in Amsterdam, The Netherlands    By signing and/or an email approval of the SSA,the Client acknowledges having read, understood, and agreed to these General Terms& Conditions and Agreement.  These General Terms and Conditions have been filed with theChamber of Commerce in Amsterdam under number 83870768.
Sticky Stuff Agency (“SSA”), having its registered office in Amsterdam, is a business specialising in photo and video productions, and also acts as the representative of the Creative.