General terms and conditions

Article 1. Definitions

In these general terms and conditions, the following definitions apply:

1. Clippin media: the sole proprietorship named Clippin media, registered in the Trade Register under number 78133327, VAT number NL003293064B71.
2. Offer: all offers and/or price lists from Clippin media to (legal) persons aimed at entering into an agreement.
3. Agreement: the agreement between Clippin media and the Client.
4. Assignment: the service or product to be delivered by Clippin media.
5. Client: the (legal) person or persons with whom Clippin media has concluded the agreement, also the acceptor of these general terms and conditions.
6. Cancellation: termination or dissolution of the Agreement.
7. Written: electronic communication such as email, provided that the identity of the sender and the authenticity of the communication are sufficiently established. The burden of proof regarding receipt of electronic communication always lies with the Client.
8. Use: reproduction and/or publication in the sense of the Copyright Act 1912. Aw: Dutch Copyright Act 1912.
9. Work(s): photographs, video productions, graphic material, social media management, and other recordings of sound, images, and information carriers created by Clippin media.

Article 2. Applicability

These general terms and conditions apply to all legal relationships between Clippin media and the Client, as well as to all offers, quotations, work, assignments, and agreements.

Provisions or conditions set by the Client that deviate from, or are not included in, these general terms and conditions are only binding if and insofar as they have been explicitly and in writing accepted by Clippin media.

Article 3. Offer/Quotation

1. Clippin media makes an offer in the form of a quotation.
2. A quotation is non-binding, and the amounts stated are valid for a maximum of 28 days after the quotation is sent.
3. Price estimates in quotations may change due to (unforeseen) changes in work or price increases. Clippin media will inform the Client of this as soon as possible.
4. No costs are associated with the quotation itself.
5. The quotation briefly describes the assignment: authorized company/client, purpose of the assignment, form of use, any cooperation or contribution from the Client, any final delivery deadline.
6. A Quotation may contain specific concept or creative proposals, which remain the property of Clippin media and are protected against unlawful use under Article 6:612 of the Dutch Civil Code.
7. Significant changes to a first Quotation that lead to a new Quotation will result in additional costs (see Article 6).
8. The prices in the Quotations are exclusive of VAT.

Article 4. Acceptance of the Offer

1. The Client must explicitly and in writing, preferably by email, accept the offer. If the Client fails to do so but nevertheless agrees, or at least gives the impression that Clippin media is performing work under the Agreement or making advance payments for production assignments as specified in the Quotation, the offer will be considered accepted.
2. Clippin media reserves the right to refuse an assignment if new information becomes available after acceptance that makes execution unacceptable.
3. After acceptance, the agreement can only be amended with mutual consent. In that case, Clippin media is entitled to adjust the price owed for the Agreement.

Article 5. Execution of the Assignment

1. Clippin media will execute the assignment to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship, in the style commonly used by Clippin media.
2. Clippin media will make every effort and act to the best of its ability in the given circumstances during the work. The Client is obligated to create the most favorable conditions for Clippin media and, if necessary, take measures, including but not limited to instructing other attendees.
3. The Client will always provide Clippin media with full cooperation, provide all useful and necessary information in a timely manner, or grant access to it, and ensure the reasonably required facilities. If the information required for the execution of the Assignment is not provided to Clippin media on time and/or the reasonably required facilities are not provided, Clippin media is entitled to suspend the execution of the Agreement and/or charge the Client for the additional costs resulting from the delay.
4. Photography and film are matters of creativity and personal taste. Acceptance of the Assignment means that the Client agrees with the style used by Clippin media. Clippin media may apply a general image optimization in terms of color, contrast, and cropping, but is not obliged to do so. Extensive post-processing will only take place after consultation with Clippin media and may incur additional costs.
5. The Client is obligated to do everything reasonably necessary and desirable to enable timely and correct execution of the Assignment.

Article 6. Interim Changes to the Assignment

An additional Assignment occurs when an Assignment is modified after acceptance, resulting in extra work for Clippin media. A separate Quotation will be made for this additional Assignment. Changes made to an already issued Assignment may result in Clippin media exceeding the originally agreed delivery time. Clippin media is entitled to charge the Client for the additional costs of modifying the Assignment.

Article 7. Delivery

Unless expressly agreed otherwise in writing, the delivery time indicated by Clippin media is not a strict deadline. If this delivery time is exceeded, Clippin media will only be in default after a written notice of default with a reasonable period for performance.

Article 8. Fee and Payment Terms

1. The fee is based on the agreed price, with any non-pre-agreed costs being invoiced based on actual costs. Travel expenses are reimbursed in the same manner.
2. In principle, an invoice will be sent to the Client at the end of the Assignment for the execution of the Assignment. Invoicing will also occur if the Client does not use the delivered work. For large assignments, invoicing will take place in full or in installments in advance.
3. Invoices must be paid within fourteen days of the invoice date, failing which the Client is in default without further notice of default and owes interest at a rate of 10 percent per month from the due date. If the Client remains negligent in paying the sent invoice after a reminder, as referred to in Article 6:96(6) of the Dutch Civil Code, the Client forfeits a fine in accordance with the rate specified in Article 2 of the Extrajudicial Collection Costs Compensation Decree, with a minimum of €100.00, without prejudice to the interest owed.
4. All travel and accommodation expenses, pm and provisional sums, and costs for buying out music rights are considered additional costs and are not included in the quotation. These will be added separately to the final invoice. Clippin media is not obliged to hand over physical receipts to the Client. However, the incurred costs will be included in an overview sent to the Client with the final invoice. Clippin media applies a mileage reimbursement of €0.45 per km.
5. Payment by the Client implies recognition of the invoice's indebtedness.

Article 9. Suspension/Retention

1. If an invoice is not paid within the payment term, Clippin media may suspend all its work on behalf of the Client, after informing the Client, until the invoice amount has been paid. Clippin media accepts no liability for any damage suffered by the Client as a result of the suspension of work as described here.
2. If the Client fails to provide the necessary information for the execution of the Assignment in time or fails to be present when necessary for the execution of the Assignment, Clippin media is entitled to suspend or terminate the Agreement.
3. For cancellations of Assignments occurring more than three weeks before the planned start of the first work by Clippin media, no fee will be charged. For cancellations less than two weeks before the planned first work by Clippin media, it is entitled to a fee of at least 50% of the quoted amount for the unfinished part of the Assignment. If work scheduled for a specific day is postponed by the Client within 48 hours of the start of that work, Clippin media is entitled to a fee of at least 100% of the quoted amount. If work has already been carried out (such as preparations or actual execution, as well as potential reservations made in relation to the Assignment), Clippin media will charge a fee based on the costs and/or hours already spent relative to the total forecasted hours. In the case of equipment, materials, freelancers, or services hired by Clippin media, the costs will be passed on to the Client in full according to the terms of the relevant third party.

Article 10. Force Majeure

In some cases, there may be force majeure, such as illness, which releases Clippin media from the obligation to meet the agreed delivery time or from its delivery obligation, without the Client having any right to compensation for costs or damages. Naturally, Clippin media will immediately inform the Client and will make reasonable efforts to arrange replacements with comparable professionalism.

The Client is obligated to accept and pay for the completed portion of the Assignment if part of the Assignment has been carried out, unless the completed portion has no independent value.

Article 11. Copyright

1. The copyright and other intellectual property rights to all Works developed in the context of the Assignment are owned by Clippin media.
2. Every Agreement includes the license described in this article concerning the Work of Clippin media, unless otherwise agreed. However, as long as a Work has not been delivered or fully paid for, all rights remain exclusively with Clippin media.
3. Upon delivery of Works, Clippin media grants permission for the use agreed upon in the Offer. Any other application or use of the delivered work requires an additional Agreement. This also applies to publication in any medium other than the one specified in the Assignment.
4. Clippin media reserves the right to use the Works for its own promotional purposes and publications, including, but not limited to, websites, weblogs, portfolios, advertisements, social media, magazine articles, printed material, trade show materials, and demonstration materials, provided this does not directly compete with the Client or reasonably cause harm to the Client (for example, in cases of event registrations, internal confidential images, etc.).
5. The Client is not permitted to reproduce or publicly disclose the Work outside the private domain unless otherwise agreed or arising from the Agreement.
6. The Client is expressly prohibited from using or trading the Works for business or commercial purposes, or any other purposes outside the private domain, without prior consent from Clippin media.
7. The Client is not authorized, unless otherwise agreed, to grant sublicenses to third parties or transfer their own license.
8. The Client must obtain written permission to submit Works for contests and publications by third parties.
9. The Client must respect the moral rights of Clippin media, including the obligation of name attribution, as stated in Article 25 of the Dutch Copyright Act.
10. Editing or altering the delivered Works digitally or analogously is not permitted without prior written consent from Clippin media.
11. Any use of a work by Clippin media that has not been agreed upon is considered an infringement of Clippin media's copyright.
12. Unauthorized use includes reuse without permission, as well as distortion or mutilation of the work, and publication without attribution.
13. In the event of an infringement of the copyright and/or moral rights of Clippin media, a fee of three times the usual licensing fee for such a case will be charged as compensation for the damages.
14. Compensation does not grant the right to further use of the work of Clippin media.
15. In the event of significant alteration to the delivered Work that does not receive Clippin media's approval, it may prohibit the use of its Work under the Copyright Act.
16. The Client guarantees that no third-party intellectual property rights will interfere with the execution of the Agreement by Clippin media and that the Client has full and unrestricted permission from all rights holders to include parts subject to intellectual property rights in the program material and to have Clippin media record them on audio, visual, or other media.
17. The Client will fully indemnify Clippin media and all related parties against any claims for infringement of intellectual property rights.

Article 12. Liability and Indemnification

1. Clippin media accepts no liability for any damages unless the damage is the result of intent or gross negligence on its part.
2. Clippin media is not liable for color discrepancies on uncalibrated screens or prints not supplied by them.
3. If Clippin media cannot invoke the preceding provisions, it is only liable to the Client for compensation for damages up to the invoice amount.
4. Every Assignment accepted by Clippin media entails a best-efforts obligation. Clippin media can never be held liable for unmet results.
5. The Client must notify Clippin media in writing of any shortcoming in the execution of the Assignment within two weeks of completion of the Assignment
6. The Client is responsible for verifying the delivered services for inaccuracies or errors and accepts liability for any resulting consequences. They indemnify Clippin media against any liability under current or future legislation unless there is intent or gross negligence by Clippin media.
7. The Client indemnifies Clippin media against third-party claims relating to intellectual property rights on materials or data provided by the Client that are used in the execution of the Assignment.

Article 13. Portrait Rights

1. By accepting these terms and conditions, the Client/portrait subject grants Clippin media permission to use their photos for promotional purposes and publications, including, but not limited to, websites, weblogs, portfolios, advertisements, social media, magazine articles, printed materials, and trade show materials, unless otherwise agreed.
2. Objections to the public display of portraits must be made in writing to Clippin media before the Agreement is concluded.
3. Deviating agreements will be recorded in writing.

Article 14. Confidentiality

1. Clippin media is obliged to maintain confidentiality concerning all information from the Client received in the context of the Assignment, which is known or reasonably suspected to be confidential. This confidentiality continues even after the Assignment has ended.
2. Photos and/or video footage or parts thereof may be used by Clippin media for its own promotion unless the photos and/or videos are of an exclusive nature, such as for the Client’s online (video) programs or purely for internal use.

Article 15. Applicable Law and Jurisdiction

1. All legal relationships between Clippin media and the Client are governed by Dutch law.
2. Changes will be communicated by Clippin media to the Client in a timely and written manner.
3. If the Client does not wish to accept a proposed change, they may terminate the agreement up until the date on which the new general terms and conditions come into effect.

Article 16. Miscellaneous provisions

1. If any provision of the agreement and/or the general terms and conditions is found to be null or voidable, the remaining provisions and the agreement shall remain in full force.
2. All legal relationships between Clippin media and the Client are governed by Dutch law.
3. The court in the district of Groningen shall have exclusive jurisdiction to hear any disputes between Clippin media and the Client.