!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.

Article 1 – Definitions

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.

Creative: photographer, videographer and/or director who is represented by SSA.

Client: a natural person who or legal entity which has ordered a Commission from SSA and with whom SSA has concluded an Agreement in this connection.

Confirmation of Commission: the document in which the Agreement is described.

Deliverable: all tangible and intangible items, including (without limitation) ideas, plans, concepts, photographic and videographic works, layouts, texts and the 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, individuals, information and data made available by the Client to SSA to facilitate the start and completion of the 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 and Conditions apply to all Proposals and Agreements 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

All Proposals are entirely without obligation. An Agreement is not formed until the Client has received a Confirmation of Commission from SSA in writing (which includes by email). Prices stated in Proposals and Confirmations of Commissions are expressed in euros (€) and are exclusive of VAT, except as expressly otherwise stated.

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

In the absence of a Confirmation of Commission, an Agreement will be deemed to have been formed if and as soon as SSA starts carrying out the Commission, insofar as such start ensues from arrangements agreed with or statements made by or on behalf of 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 – Commission, Confirmation of Commission and Approval

SSA is entitled to outsource the Commission or parts of the Commission.

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

The Client must ensure that all the Reference Materials are made available to SSA in a timely manner (timing arrangements as discussed in written (including email) correspondence. Furthermore, the Client must lend any further assistance in carrying out the Commission. If the carrying out of the Commission by SSA is delayed or prevented because the Client fails to comply with these obligations, the associated extra costs will be payable by the Client.

If the Client has specific requirements regarding weather conditions during the carrying out of the Commission and these do not occur, the extra costs associated with any ensuing delay to the carrying out of the Commission will be payable by the Client.

SSA requires only the Client’s approval to be able to demand payment, as described in the Confirmation of Commission.

The Client will approve details of the shoot mentioned, if available, in the photo or film treatment, like shooting location, cast and (set) styling etc at the Pre-Production Meeting (PPM) or in writing, which includes by email. If all is discussed and agreed on in the process upfront the shoot and Client is present on set, Client has to accept the outcome of the shoot (photo or film footage) and is responsible to pay for the total amount as agreed on.

The Client will approve the photography / film during the actual carrying out of the Commission/during the shoot. If no representative of the Client is present during the actual carrying out of the Commission, or is not reasonably available, SSA will be entitled to grant approval and to make changes to the carrying out of the Commission if this is necessary in its opinion, and any associated extra costs will be payable by the Client.

Approval of the image 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.

Only the agreed number of edited images counts as Deliverable.

Article 5 – Invoicing and Payment Terms

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

If payment in instalments has been agreed, an invoice will be sent for each instalment.

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 8 days or, where applicable, payment must be received by SSA no later than 4 days prior to the first production day/shoot.

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 at the statutory rate plus 2%.

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     Use by 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. 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, 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 give it 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     If the 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 it has been agreed that ownership of the Deliverable will be transferred to the Client, or a 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 SSA and/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 in the 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 videographic) 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 any time to use the (photographic or videographic) works for their own promotion or publicity purposes.

Article 7 – Cancellation and compensation

7.1     SSA may 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     SSA may 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     If the Client cancels or defers the Agreement in whole or in part, the Client will be liable to pay compensation to SSA.

7.4     The compensation payable under Article 7.3 will consist at least of the total amount due for the Commission less any third-party costs not payable by SSA plus interest at the statutory rate +2% from the time of cancellation.

7.5     In the 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     If SSA is affected by 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.

Article 8 – Risk and Liability

The costs and risk of shipment, delivery or transport of the Deliverable and/or Reference Materials are the responsibility of the Client.

If the Client fails to take delivery of the Deliverable 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 the risk and expense of the Client and to demand payment as if delivery had been made to the Client.

Neither SSA nor the Creative is liable for any loss or damage incurred by the Client, except in case of wilful intent or gross negligence on the part of SSA and/or the Creative.

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

SSA has taken out adequate liability insurance. Any liability on the part of SSA will never exceed the amount paid out by the insurer.

The Client is at all times responsible for the consequences of using the Deliverable. The Client indemnifies, defends and holds SSA harmless from and against all third-party claims in this respect.

The role of SSA and/or the Creative in the booking of models, actors and locations is an intermediary role. The booking agreements (which may also be entered into by email) with the parties in question, such as modelling agencies and location agencies, are binding between those parties and the Client.

All cases in which these General Terms and Conditions apply are governed by the laws of the Netherlands.

These General Terms and Conditions have been filed with the Chamber of Commerce in Amsterdam under number 83870768.s