Terms & Conditions

General Terms and Conditions

These general terms and conditions were last amended on March 11, 2020.

Article 1. Definitions and Terms

In these general terms and conditions, the following terms are used with the meanings given below, unless explicitly stated otherwise:

• Waves Video Agency: The user of these general terms and conditions, located at Manitobadreef 7C, 3565 CH, Utrecht.
• Client: The counterparty of Waves Video Agency.
• Agreement: Any mutual acceptance regarding the provision of services or goods by Waves Video Agency.
• Projects: The services and related items provided by Waves Video Agency. This includes, among others, agreements for creating video productions, concepts, communication advice, and other multimedia products, all in the broadest sense of the word, as documented in an agreement mutually accepted by both parties and any documents declared applicable therein.
• Activities: The performance of services or the provision of advice as mentioned above, and/or the supply of goods, without any subordination and outside employment or contract work, all in the broadest sense of the word and as specified in the order confirmation.
• Conditions: These general terms and conditions of Waves Video Agency.

Article 2. General

1. These conditions apply to every offer, quotation, and agreement between Waves Video Agency and a client to whom Waves Video Agency has declared these conditions applicable, insofar as the parties have not explicitly and in writing deviated from these conditions. Entering into an agreement with Waves Video Agency implies that the client unconditionally accepts the applicability of these conditions.
2. These conditions also apply to agreements with Waves Video Agency for which third parties need to be engaged for execution.
3. If one or more provisions in these general terms and conditions are at any time wholly or partially nullified or annulled, the remaining provisions remain fully applicable. Waves Video Agency and the client will then consult to agree on new provisions to replace the nullified or annulled ones, taking into account the purpose and intent of the original provisions as much as possible.
4. If Waves Video Agency does not always demand strict compliance with these conditions, this does not mean that the provisions do not apply, or that Waves Video Agency would lose the right to demand strict compliance with the provisions of these conditions in other cases.
5. In case these conditions and the agreement contain conflicting provisions, the conditions included in the agreement prevail. Any deviations from these conditions are only valid if they have been explicitly agreed upon in writing and apply only to the specific agreement to which the deviations relate.
6. The applicability of any purchase or other conditions of the client is expressly rejected.

Article 3. Formation of the Agreement

1. Offers and quotations made by Waves Video Agency are without obligation and revocable, unless a term for acceptance is specified in the quotation. If no acceptance term is set, no rights can be derived from the offer or quotation if the service or item to which it relates is no longer available.
2. The offer to enter into an agreement can be made by Waves Video Agency either orally or in writing. The assignment becomes binding for Waves Video Agency only after it has been accepted and the written order confirmation has been signed and returned by the client.
3. If the assignment has been given orally, or if the signed order confirmation has not yet been returned, the agreement is deemed to have been concluded under the applicability of these conditions at the moment Waves Video Agency starts executing the assignment at the client's request. If the client does not respond to the content of the order confirmation within two working days after the request, it is considered accurate and complete, and both the client and Waves Video Agency are bound by its content.
4. Providing information or material by the client to Waves Video Agency for the execution of the activities is considered equivalent to making the request as specified in paragraph 3.
5. All offers and quotations are based on the information provided by the client. If inaccuracies or incompleteness are found, the client cannot derive any rights from an (accepted) offer or quotation against Waves Video Agency. Waves Video Agency cannot be held to its offers or quotations if the client can reasonably understand that they contain an obvious mistake or error.
6. The prices stated in an offer or quotation are exclusive of VAT and other government levies, and any costs to be incurred in the context of the agreement, including travel and accommodation, shipping, and administration costs, unless otherwise indicated.
7. Documents, scripts, technical descriptions, designs, calculations, scenarios, and film or video fragments that are part of the offer and created by or on behalf of Waves Video Agency remain the property of Waves Video Agency. They may not be handed over or shown to third parties without permission. They may not be copied or otherwise reproduced without Waves Video Agency's consent. If no assignment is given, these documents must be returned free of charge within ten working days after a request from Waves Video Agency.

Article 4. Execution of the Agreement

1. Waves Video Agency is obliged to perform the assigned activities as a competent and careful contractor. All services are performed on the basis of a best-efforts obligation unless Waves Video Agency has explicitly promised a result in the written agreement and the result is sufficiently defined.
2. If necessary for proper execution, Waves Video Agency has the right to have certain activities performed by assistants, freelancers, and third parties. The applicability of Articles 7:404, 7:407 paragraph 2, and 7:409 of the Dutch Civil Code is expressly excluded. Waves Video Agency will exercise due care when engaging third parties.
3. Waves Video Agency is not liable for damages resulting from shortcomings of third parties and assumes, and if necessary stipulates hereby, that every assignment to Waves Video Agency includes the authority to accept any liability limitations of third parties on behalf of the client.
4. The client must ensure that all data, which Waves Video Agency indicates are necessary or which the client should reasonably understand are necessary for executing the agreement, are provided in a timely manner.
5. If necessary data for executing the agreement are not provided on time, Waves Video Agency has the right to suspend execution and/or charge the client for additional costs resulting from the delay according to the usual rates. The execution period does not start until the client has provided the data.
6. If it is agreed that the agreement will be executed in phases, Waves Video Agency can suspend execution of subsequent phases until the client has approved the results of the preceding phase in writing.
7. Dispatch of items to be delivered occurs as indicated by Waves Video Agency in the agreement. If the client wishes a different method, the additional costs are at the client's expense.

Article 5. Delivery and Changes in the Assignment

1. After receiving the necessary data, texts, and/or visual material, Waves Video Agency will start creating the agreed items and/or services as soon as possible and will inform the client of the expected delivery time.
2. Any delivery period specified by Waves Video Agency is indicative unless explicitly agreed otherwise in writing. Delivery times are always approximate.
3. If during execution it appears that changes or additions are necessary for proper execution, parties will adjust the agreement accordingly in mutual consultation.
4. If the agreement is amended or supplemented, Waves Video Agency is entitled to implement it after parties have agreed on all changes and/or additions, including the timing, remuneration, and other conditions. Failure or delay in executing the amended agreement does not constitute a breach by Waves Video Agency and does not entitle the client to terminate or dissolve the agreement.
5. If a fixed fee has been agreed upon, Waves Video Agency will indicate to what extent the amendment or supplement will result in an exceeding of this fee.
6. Changes to an already provided assignment may result in the originally agreed delivery time being exceeded; in that case, Article 10 paragraph 11 applies accordingly.
7. If the change involves a reduction of activities, Article 8 paragraph 4 applies.
8. If Waves Video Agency is unexpectedly unable to meet its obligations within the agreed fatal delivery time, Waves Video Agency can only be held in default in writing, granting a minimum period of 14 days to fulfill its obligations.
9. For producing the final product, Waves Video Agency will offer one preview version described as the 'first version'. After providing this preview version, there is room for a maximum of one correction round. During this round, adjustment requests can be submitted to Waves Video Agency. Corrections must be indicated within ten working days after the first version is made available. Adjustment requests submitted later may lead to additional costs. The adjustment requests must be considered reasonable, including correcting titles, name titles, and minor content adjustments.

Article 6. Fees

1. The fees and any cost estimates are in euros and exclusive of VAT and any other government levies.
2. If Waves Video Agency deems it desirable, it is entitled to request a reasonable advance on the fee for the activities yet to be performed. Waves Video Agency is entitled to suspend the commencement of activities until the advance has been paid or sufficient security has been provided.
3. The fee is in no way dependent on the outcome of the assignment. The VAT is borne by the client.
4. If no fixed amount has been agreed for a specific assignment or per calendar or fiscal year, the fee is determined based on the hourly rate and the total time spent by Waves Video Agency.
5. Waves Video Agency is entitled to increase the fee without the client being entitled to dissolve the agreement for that reason if the price increase results from an authority or obligation due to laws or regulations or is caused by an increase in, for example, wages or other unforeseeable reasons at the time of entering the agreement.
6. Moreover, Waves Video Agency may increase the fee if it becomes apparent during execution that the originally agreed or expected amount of work was insufficiently estimated when entering into the agreement, and this is not attributable to Waves Video Agency, to the extent that it cannot reasonably be expected to perform the agreed activities at the originally agreed fee. If the increase in this and the previous paragraph exceeds 10%, the client has the right to terminate the agreement immediately. If an increase occurs within the first three months after entering the agreement, the client can terminate regardless of the percentage.
7. All travel and accommodation costs and costs for buying out music rights are considered additional costs and are not included in the quotation unless otherwise stated. These are added separately to the final invoice. Waves Video Agency is not obliged to provide physical receipts to the client. A mileage allowance of €0.35 per km is applied.
8. The client is obliged to reimburse all other reasonable expenses incurred by Waves Video Agency in executing the assignment.
9. Fees are charged per phase or after completion of activities, increased if necessary with expenses or third-party charges, including the due VAT.
10. Cancellation of an assignment within 48 hours prior to the activities will be charged at 50% of the quoted labor costs and 25% of the equipment costs. Costs for cancellation of materials, equipment, freelancers, and services hired by Waves Video Agency will be fully charged to the client according to the relevant party's conditions.

Article 7. Payment

1. Payment must always be made within 30 days of the invoice date, in a manner indicated by Waves Video Agency.
2. For agreements representing a value of more than €6,000 excluding VAT or assignments where Waves Video Agency must rent materials or incur costs with third parties, the client is obliged to make a down payment of 50% of the total agreement amount within fourteen days after assignment acceptance. After project completion, the client receives an invoice for the remaining 50%.
3. If the client fails to make timely and/or full payment of an invoice, the client is legally in default. The client then owes interest of 10% per month or part of a month, unless the statutory interest is higher, in which case the statutory interest is due. Interest is calculated from the moment of default until full payment is made.
4. The client is never entitled to set off amounts owed to Waves Video Agency. Objections to the invoice amount do not suspend the payment obligation. A client not entitled to appeal under section 6.5.3 BW is also not entitled to suspend payment for any other reason.
5. If the client is in default, all reasonable costs for obtaining payment out of court are borne by the client. Extrajudicial costs are calculated based on Dutch collection practices, currently the method according to "Report Voorwerk II". If Waves Video Agency incurs higher reasonable collection costs, the actual costs are eligible for reimbursement. Any judicial and execution costs will also be recovered from the client. Interest is also owed over the due collection costs.

Article 8. Duration and Termination of Agreements

1. The agreement is entered into for a definite period unless the nature or scope of the assignment implies an indefinite period.
2. The client and Waves Video Agency can at any time terminate an agreement for an indefinite period through cancellation. Judicial intervention is not required. Cancellation must be done by registered letter, observing a notice period of two months.
3. An agreement for a definite period cannot be terminated prematurely unless there are urgent circumstances making it unreasonable to expect continuation. This must be communicated in writing, with motivation, to the other party. This does not affect the client's obligation to pay the full agreed fee.
4. If the client prematurely terminates the agreement with mutual consent, Waves Video Agency is entitled to compensation for demonstrable occupancy loss and reasonable additional costs due to early termination. This unless facts or circumstances underlying the termination are attributable to Waves Video Agency.
5. If a party becomes bankrupt, applies for suspension of payments, or ceases business operations, the other party has the right to terminate the agreement without notice, without prejudice to rights.
6. Waves Video Agency is authorized to suspend obligations or dissolve the agreement if:
   • The client fails to fulfill obligations;
   • Circumstances after the agreement give good reason to fear non-fulfillment;
   • The client fails to provide requested security;
   • Due to delay by the client, Waves Video Agency cannot be expected to fulfill the agreement under original conditions.
7. Waves Video Agency has the authority to suspend the delivery of documents or items until all due claims are fully paid.
8. If progress is delayed due to client default or force majeure on their part, Waves Video Agency can charge the full agreed amount, without prejudice to its right to claim further costs, damages, and interest.
9. If the agreement is dissolved, Waves Video Agency's claims on the client are immediately due.

Article 9. Voice-over and Music Rights

1. Some productions use voice-overs. Costs for a voice-over are additional and not included in the quotation unless otherwise stated. Unless agreed in writing, these are added separately to the final invoice.
2. For music used in a video production or online expression, the client must pay fees to a copyright organization like Buma/Stemra, SENA, Stichting SYNC, or a similar entity. The client is always ultimately responsible for registering, compensating, and paying these copyrights.
3. These copyright fees are additional costs not included in the quotation. The amount is determined by the relevant copyright organization.
4. Waves Video Agency can provide an estimated cost upon request but no rights can be derived from this. The actual costs, determined by the organization, must be paid by the client.
5. Waves Video Agency will provide all necessary data to the client for handling Buma/Stemra fees administratively.
6. If Waves Video Agency receives an invoice or levy due to the client's negligence or improper conduct, the client is obliged to pay this invoice and additional costs. In such cases, Waves Video Agency will always charge an administrative fee of €400, and other extra costs will also be charged.

Article 10. Liability

1. Waves Video Agency will perform its activities to the best of its ability and with expected care. If a mistake is made because the client provided incorrect or incomplete information, Waves Video Agency is not liable for resulting damage.
2. Waves Video Agency is not responsible or liable for content provided by the client.
3. The client is liable for all damage Waves Video Agency may suffer due to the client's attributable failure to fulfill obligations from the agreement and these conditions.
4. Changes in the client's data must be immediately communicated in writing. Failure to do so makes the client liable for any resulting damage to Waves Video Agency.
5. In case of attributable failure, Waves Video Agency is only liable for replacement compensation, i.e., the value of the omitted performance.
6. Waves Video Agency's liability is limited to the compensation received for its activities under the agreement. For agreements longer than six months, liability is further limited to the fee over the last six months.
7. Additionally, total liability is limited to the amount paid out under the applicable business liability insurance, plus the deductible. Waves Video Agency may offset the obligation to compensate damages with unpaid invoices and accrued interest and costs.
8. The aforementioned liability limitations do not apply in cases of gross negligence or intent by Waves Video Agency.
9. Waves Video Agency is not liable for persons engaged at the client's instruction.
10. If liable, Waves Video Agency is only responsible for direct damage. It is not liable for other direct, indirect, and/or consequential damages (including but not limited to lost profits, business interruption costs, loss of relationships, delays, data loss, goodwill, exceeding delivery times, and detected defects).
11. If timeframes are agreed upon during the assignment or execution, they are indicative unless explicitly agreed otherwise in writing. Exceeding them does not constitute a breach by Waves Video Agency and does not entitle the client to compensation or dissolution of the agreement. The client must notify Waves Video Agency in writing of any delays, granting a reasonable period to fulfill the agreement.
12. The client must report any inaccuracies in the execution and potential damage risks in writing within one month after discovery or when reasonably possible.
13. If this notification is not made or is delayed, Waves Video Agency is not obliged to remedy the damage in a manner consistent with the assignment and nature of the activities.
14. The client indemnifies Waves Video Agency against all third-party claims for compensation of damage, costs, lost profits, and other expenses related to the execution of the assignment by Waves Video Agency.
15. After twelve months from the day of advice provision, any right of the client toward Waves Video Agency concerning damage due to shortcomings or errors expires.

Article 11. Force Majeure

1. Waves Video Agency is not obliged to fulfill any obligation if hindered by circumstances not attributable to fault and not for its account by law, legal act, or generally accepted practice.
2. Force majeure includes, besides what is in law and jurisprudence, all external causes beyond Waves Video Agency's control, foreseen or unforeseen, preventing fulfillment of obligations. This includes hindrance by third parties, illness, strikes, energy supply disruptions, traffic disturbances, transport and communication disruptions, network failures, infrastructure issues, and cyberattacks.
3. Waves Video Agency can suspend obligations during the force majeure period. If it lasts longer than three months, either party can dissolve the agreement without obligation to compensate.
4. If Waves Video Agency has partially fulfilled obligations when force majeure occurs, and the fulfilled part has independent value, it can invoice that part separately. The client must pay this invoice as if it were a separate agreement.

Article 12. Complaints

1. The client must promptly investigate whether Waves Video Agency has properly executed the agreement and must notify Waves Video Agency in writing upon discovering any shortcomings.
2. Complaints about delivered services or goods must be reported in writing within 14 days of discovery, but no later than 30 days after delivery. The notice must include a detailed description of the shortcoming to allow for an adequate response.
3. If a complaint is justified, Waves Video Agency will still deliver the services or goods as agreed unless it has become demonstrably pointless for the client, which must be communicated in writing.
4. Performance of the agreement is considered proper if the client fails to conduct timely investigation or notification as per paragraph 1.
5. Waves Video Agency's performance is considered proper if the client has used, processed, or delivered the delivered items to third parties, unless the client complied with the first paragraph.
6. If it is no longer possible or useful to perform the agreed activities or deliver goods, Waves Video Agency is only liable within the limits of Article 10.
7. For the delivery of the final product, Waves Video Agency will provide one first version. Based on this version, the client has the right to submit corrections or adjustments once, which will be carried out by Waves Video Agency. Adjustment requests must be reasonable, such as modifying name titles, credits, and limited content or structure adjustments. Requests must be submitted within five working days after the first version is provided.

Article 13. Confidentiality

1. Unless required by law or regulation, Waves Video Agency is obliged to maintain confidentiality toward third parties regarding confidential information obtained from the client. The client may grant an exemption. Information is confidential if communicated as such or if it arises from the nature of the information.
2. Unless written permission is given by the client, Waves Video Agency is not entitled to use confidential information for purposes other than for which it was obtained. An exception is made if Waves Video Agency acts on its own behalf in disciplinary, civil, or criminal proceedings where this information may be relevant.
3. Unless required by law or with prior permission from Waves Video Agency, the client will not provide the content of reports, works, advice, or other expressions from Waves Video Agency to third parties.

Article 14. Retention of Title and Client's Items

1. All items or service results created or delivered by Waves Video Agency within the agreement remain its property until the client has fully paid the amounts owed.
2. Waves Video Agency will store items entrusted by the client with the care of a good custodian but is not liable for damage to these items or file storage.
3. Waves Video Agency will store film footage or other works made for the client for a maximum of two months. For an additional fee and as per agreement, storage can be extended.
4. Waves Video Agency is not responsible for loss of film footage or other works due to unforeseen circumstances like computer crashes, fire, burglary, or other unforeseen events, and is not liable for damage to entrusted items or file storage.

Article 15. Intellectual Property

1. Waves Video Agency reserves the rights and authorities under the Copyright Act. Ownership of projects delivered, such as video productions, ideas, images, concepts, scripts, scenarios, illustrations, or (trial) designs, remains entirely with Waves Video Agency. They may not be duplicated, reproduced, or edited without written permission.
2. It is possible to buy out copyrights in agreement with Waves Video Agency. Through a license fee or royalty fee, a specific usage form can be established to legally permit this use for the client.
3. By issuing an assignment for use, duplication, or reproduction of items protected by the Copyright Act or any industrial property right, the client declares no infringement on third-party rights and indemnifies Waves Video Agency against all consequences arising from the use, duplication, or reproduction.
4. Unless explicitly agreed in writing, the assignment does not include researching the existence of patent rights, trademark rights, design or model rights, copyrights, and portrait rights of third parties. The same applies to investigating the possibility of such protections for the client.
5. Unless the project does not allow it, Waves Video Agency is always entitled to have its name mentioned or removed. Without prior permission, the client is not permitted to produce, publish, or reproduce the project without mentioning Waves Video Agency's name.
6. When the client fully complies with obligations from the agreement, they obtain an exclusive license to use the project concerning publication and reproduction rights in accordance with the agreed purpose. If no purpose is agreed, the license is limited to the use for which fixed plans existed at the time of assignment, demonstrably communicated before the agreement.
7. The client receives a license from Waves Video Agency for the use of copyright-protected works created during the assignment. This license applies only as long as the client fulfills financial obligations related to the availability of the work. The license applies exclusively to the client's own use or legal successors. Licenses related to music use are excluded; the client is responsible for arranging necessary music licenses.
8. All projects made by Waves Video Agency, unless explicitly stated otherwise, have no license agreement for use outside the Netherlands. Costs for permission or a license for use outside the Netherlands will, unless agreed in advance, be invoiced separately according to industry standards.
9. Costs to acquire licenses from third parties for copyright material used during execution are borne by the client. Copyright material includes but is not limited to fonts, software, corporate identity elements, photos, videos, stock images, and compositions. These costs are mandatory, and the client is fully responsible.
10. The client is responsible for handling portrait rights of extras, interviewees, or other persons or rights holders in a video production. The same applies to image rights of buildings, artworks, or locations. Costs for registration and buyout of these rights are at the client's expense and will be additionally invoiced unless otherwise agreed.
11. Waves Video Agency has the right to disclose and/or reproduce a video production or fragments thereof for its own promotion in, for example, a showreel, on the internet, in an exhibition, film festival, or similar event, without prior permission and without compensation. This also includes all scripts, designs, and all recordings, also called "the raw material."
12. Use by Waves Video Agency is only possible after the project or video production has been made public.
13. The client is not permitted to use parts of a delivered production as part of another production or to modify or re-edit a delivered product without written permission from Waves Video Agency.

Article 16. Applicable Law

1. All agreements between the client and Waves Video Agency are exclusively governed by Dutch law.
2. If parties have a dispute arising from the agreement, they will attempt to reach a solution through consultation.
3. If consultation does not lead to a solution, parties can submit the dispute to the competent court in the District Court of Utrecht, unless the law prescribes otherwise.

Article 17. Place of Finding and Amendment of Conditions

1. These conditions will be sent free of charge by Waves Video Agency upon request. They can also be consulted, copied, and saved via the website www.wavesvideoagency.nl.
2. The version that is most recently filed or the version that applied at the time of the establishment of the legal relationship with Waves Video Agency is applicable.
3. The Dutch text of the general terms and conditions is always decisive for their interpretation.