General terms and conditions SAGANSFAMILY – film and photography assignments
KVK-NUMBER: 88797791
Article 1: Applicability
1.1 The Client declares upon awarding an assignment to SAGANSFAMILY that they have carefully read these general terms and conditions and agree to them.
1.2 Deviations from these conditions are only possible in writing.
1.3 These conditions also apply to quotations from SAGANSFAMILY.
Every quotation is without obligation and is valid for one month.
1.4 Assignments must be confirmed by the Client via email or in writing.
If the Client agrees that SAGANSFAMILY begins execution of the assignment without this confirmation, the content of the last quotation applies as agreed.
Mondial agreements and stipulations only bind parties after they have been confirmed in writing or via email.
Agreements via Whatsapp or similar messaging services must always be confirmed via email or letter before a party can appeal to them.
1.5 Each of the parties may terminate/dissolve the agreement with immediate effect, without notice period, and all amounts due shall become immediately due and payable, if (for) one of the parties suspension of payment or bankruptcy is requested/granted, the company is dissolved, or enters into liquidation.
1.6 The applicability of the general (purchasing) terms and conditions of the Client is expressly excluded.
Article 2: Execution of assignment by SAGANSFAMILY
2.1 SAGANSFAMILY will execute the assignment independently to the best of its knowledge and ability. Parties expressly do not enter into an employment relationship.
2.2 SAGANSFAMILY endeavors to execute the assignment (the advice) carefully and independently, to represent the interests of the Client to the best of its knowledge, and to strive for a result useful to the Client, as may be expected of a reasonable and professional acting company in the industry.
If the Client is guided by a draft or oral advice in any action or omission, this is entirely at their own account and risk.
2.3 If and insofar as a proper execution of the agreement requires this, SAGANSFAMILY has the right to have work performed by third parties.
2.4 SAGANSFAMILY can offer and agree upon the execution of an assignment per phase or sprint.
An assignment and the execution of an assignment may consist of one or more of the following phases:
- concept development
- presentation of concepts
- production
- delivery (and implementation).
Each phase can always be invoiced separately by SAGANSFAMILY. Before commencing the assignment or a phase, SAGANSFAMILY is entitled to demand that all quoted expenses/costs, as well as (a portion to be determined by it of) the total budget, be paid in advance.
SAGANSFAMILY has the right to suspend the assignment until full payment of the sent invoices has been received.
2.5 The Client has the right to request free changes/revisions once per phase.
For every subsequent round, additional fees will be charged based on the hours worked at the normal hourly rate stated in the quotation (without any discounts).
2.6 If a Client wishes to make changes after acceptance of a phase, additional costs will be charged by SAGANSFAMILY.
Also, the delivery date will be proportionally postponed if necessary.
2.7 If at the start of the assignment the assignment formulation does not fully suffice or is incomplete, SAGANSFAMILY will, as part of the assignment, assist the Client in sharpening or redefining the assignment definition.
2.8 If SAGANSFAMILY is involved in assignments without a clear assignment description and phases, and the lead time and/or deadline are variable or become so, for example due to unforeseen circumstances within the organization, the Client will reimburse the extra hours incurred for these activities at the normal hourly rate.
SAGANSFAMILY will describe the changes arising from this (or redefine the assignment) and email this to the Client’s contact person.
2.9 SAGANSFAMILY is not obliged to perform a part of the assignment at the quoted price in a quotation that consists of different parts.
2.10 If a term has been agreed or stated for the execution of certain work or for the delivery of certain goods, this is never a fatal deadline.
In the event of exceeding a term, the Client must therefore give SAGANSFAMILY written notice of default.
SAGANSFAMILY must be offered a reasonable term to still execute the agreement.
In case of exceeding any term, parties will consult as soon as possible.
2.11 The (late) delivery of (raw) digital files or files in other file formats constitutes additional work.
2.12 When the execution of the assignment is delayed or interrupted by circumstances that cannot be attributed to SAGANSFAMILY, the Client is obliged to reimburse any extra costs this entails.
SAGANSFAMILY will try to limit the costs as much as possible.
2.13 Before proceeding to execution, production, reproduction, or publication, parties give each other the opportunity to check and approve the final models, texts, images, prototypes, or proofs of the result.
2.14 SAGANSFAMILY may refuse a request to change the assignment from the Client if this has qualitative or quantitative consequences for the assignment.
2.15 Unless agreed otherwise, the assignment of SAGANSFAMILY does not include:
A. conducting tests, applying for permits, providing quitclaims, and assessing whether instructions from the Client comply with statutory or quality standards;
B. conducting research into the existence of rights, including patent rights, trademark rights, design rights, copyrights, or portrait rights of third parties, on all materials supplied by the Client or works required to be used for the assignment;
C. conducting research into the possibility of the possible forms of protection intended in sub b for the Client.
2.16 SAGANSFAMILY arranges and pays for the usage rights of the music and sound (and other rights of third parties) at an additional cost in accordance with article 9 of these conditions.
2.17 Deviations in the (end) result compared to what has been agreed are no reason for rejection, discount, compensation, or dissolution of the agreement, when these deviations, taking all circumstances into account, are reasonably of minor importance or if the Client has
agreed to these deviations.
Article 3: Suspension, dissolution, and cancellation
3.1 SAGANSFAMILY has the right to suspend the assignment until full payment of the sent invoices has been received.
3.2 SAGANSFAMILY is authorized to dissolve the agreement if there are circumstances making fulfillment of the agreement impossible or if circumstances arise of such a nature that (unaltered) maintenance of the agreement cannot reasonably be demanded of SAGANSFAMILY.
3.3 After dissolution, suspension, or cancellation, all claims are immediately due and payable.
3.4 If the Client cancels the assignment or agreement wholly or partially without there being any attributable failure by SAGANSFAMILY, or when SAGANSFAMILY dissolves the agreement due to an attributable failure in the fulfillment of the agreement by the Client, the Client is obliged to pay SAGANSFAMILY, in addition to the fee for the work performed up to that point and the costs incurred, a compensation (including lost profits and/or the remaining part of the fee).
These compensations are immediately due and payable at the moment of termination, without a written notice of default being required.
The scale below applies if events and/or meetings are planned.
after (digital) approval of quotation: € 475.- preparation and administration costs
20 – 10 working days in advance: 50% of the agreed amount
10 – 5 working days in advance: 75% of the agreed amount
less than 5 working days in advance: 100% of the agreed amount
3.5 Conduct of the Client on the basis of which SAGANSFAMILY can no longer reasonably be expected to complete the assignment is also considered in this context as an attributable failure.
3.6 SAGANSFAMILY is never liable for damages towards the Client as a result of a suspension or dissolution based on this article.
Article 4: Cooperation of the Client
4.1 Full and timely cooperation by the Client in the execution of the assignment is necessary to achieve the desired end result within the set execution period.
The Client provides SAGANSFAMILY within the requested period with all necessary information, documents, reference material, corporate identity elements, photos, and other items.
4.2 If it has been agreed that the Client will provide facilities, such as equipment, material, or data, these will meet the specifications usual and necessary for the execution of the work.
4.3 If data or facilities or approval necessary for the execution of the agreement are not provided by the Client, not in time, or not in accordance with the agreements, SAGANSFAMILY has the right to suspend the execution of the agreement and to charge the extra costs resulting from this.
4.4 If the Client does not give SAGANSFAMILY the opportunity to execute the assignment, SAGANSFAMILY is entitled to dissolve the agreement.
In that case, the Client owes compensation for the damage suffered, which consists at least of the amount that SAGANSFAMILY would have obtained if it had been enabled to perform properly.
4.5 No later than 10 working days after the delivery of the preliminary edit, the Client will assess the result and communicate their comments, criticism, and any proposals for changes to SAGANSFAMILY, unless another term is agreed in the quotation.
Any changes thereafter will result in additional work or the preliminary edit will then become the final edit.
Article 5: Price and payment
5.1 All prices are in euros and exclusive of sales tax, other government levies, license fees or production costs of third parties, transport costs, administration costs, shipping costs, travel hours, travel costs, and accommodation costs, unless agreed otherwise in writing.
5.2 All invoices will be paid by the Client in accordance with the payment conditions stated on the invoice.
In the absence of conditions, the Client will pay within fourteen days after the invoice date.
Every payment serves to settle the oldest outstanding invoice.
5.3 If the Client does not pay the amounts due within the agreed term, the Client owes interest equal to the statutory interest without any notice of default being required.
If the Client remains in default after a reminder, all resulting (extrajudicial) collection costs are for the account of the Client, the amount of which is determined at 15% of the total amount due, with a minimum of € 150 excluding VAT.
If SAGANSFAMILY demonstrates, however, that it has had to incur higher costs for the collection of its claim which were reasonably necessary, then these costs also qualify for reimbursement by the Client.
5.4 In case of liquidation, bankruptcy, seizure, or suspension of payment of the Client, the claims of SAGANSFAMILY on the Client are immediately due and payable.
5.5 The Client waives any right to set-off or suspension.
5.6 SAGANSFAMILY is at all times entitled to demand security from the Client for timely and full payment.
5.7 The Client only becomes the owner of the work when full payment of all sent invoices has been received.
Note: ‘owner’ does not mean that the copyright and other intellectual property rights lie with the Client.
5.8 SAGANSFAMILY can offer discounts to the Client. Conditions are always attached to the discounts.
If no conditions are stated in the quotation, the following conditions apply:
A. Discounts on hourly rates do not apply to additional work or changes to the assignment;
B. Discounts expire upon full or partial cancellation of the assignment;
C. Discounts expire in the event of a rights buy-out;
D. Discounts expire if the Client does not fulfill one or more agreements or does not fulfill them completely;
E. Discounts always expire if the Client does not fulfill their payment obligation or does not fulfill it completely.
5.9 SAGANSFAMILY retains ownership of the goods delivered by it as long as the Client has not fully complied with all obligations arising from the agreement.
Until then, the delivered goods are deemed to have been given by SAGANSFAMILY to the Client in custody free of charge.
If the Client is in default regarding any obligation resting on them, SAGANSFAMILY is entitled to retrieve the goods belonging to it (or have them retrieved) at the expense of the Client from the place where they are located.
Article 6: Intellectual Property
6.1 The intellectual property right on advice, images, proposals, music, sound, techniques, software, source codes, stock material, methods, storyboards, paintings, drawings, treatments, designs, texts, or the result of the assignment or parts thereof (works), belongs to and remains with SAGANSFAMILY or its licensors.
Without written permission from SAGANSFAMILY, the Client is not permitted to, whether or not in modified form:
A. reproduce these or use them for other projects,
B. show them to third parties or (have them) edited,
C. (have them) changed and/or translated,
D. use wholly or partially, in any way other than agreed.
6.2 SAGANSFAMILY may at all times mention its name with the publication, the design, or the work.
SAGANSFAMILY is also entitled to mention the names of other makers where appropriate.
If SAGANSFAMILY deems it necessary, the Client will provide the work to be published or reproduced with the symbol © with the name of SAGANSFAMILY and the year of the first publication.
6.3 When the Client has fully fulfilled their obligations under this agreement, they thereby acquire the right to publication and reproduction of the work for the distribution area in accordance with the agreed destination (use) and distribution duration as agreed in the assignment or stated in the quotation or invoice.
6.4 The use by the Client is limited to the purpose, territories, carrier, period, frequency, and media as agreed between parties.
If parties have not agreed on anything regarding use, the right to use is deemed to be one-off, limited to use for a maximum duration of six months in the Netherlands and to the medium in which the use took place the first time.
In case of other use, reproduction, reuse, or broader use of the work or parts thereof, whether or not in modified form, a further agreement must always be concluded between parties regarding this use and a fee.
6.5 If the permission mentioned in the previous paragraph has not been given, the Client will in any case owe SAGANSFAMILY the following compensations, expressed in percentages of the total amount of the assignment, for:
A. use within Europe (outside the Netherlands): 100% per land, (minimum of € 2,500);
B. use outside Europe: 200% per land;
C. use in another medium: 200% per medium;
D. use for a longer period: 200% per year, with a minimum of one year, per year.
The compensations sub a to d can be charged cumulatively and are immediately due and payable from the moment of any unauthorized use without a notice of default being necessary.
The above compensations do not affect the right of SAGANSFAMILY to take all legal measures against the Client that the (copyright) law offers it, to claim actual damages, including seizures and judicial prohibitions.
6.6 The Client is not permitted to transfer ownership of the end product delivered by SAGANSFAMILY or parts thereof to third parties, to pledge, to lend, to rent out, or otherwise make available, or to encumber the end product with claims or rights of third parties, unless there is a complete rights buy-out, or after prior written permission by SAGANSFAMILY and the Client has fulfilled all (financial) obligations towards SAGANSFAMILY.
6.7 Unless agreed otherwise, SAGANSFAMILY may use the result (and parts according to its own insight and editing) of the assignment for the promotion of its company and work on its website or otherwise.
The Client [shall] make the (physical) work available to SAGANSFAMILY for exhibitions, photoshoots, or otherwise if SAGANSFAMILY requests so.
Article 7: Complaints, warranty, and acceptance test
7.1 Complaints must be reported in writing to SAGANSFAMILY by the Client within 8 days after discovery, no later than 14 days after completion of the relevant work or delivery.
The complaint must contain as detailed a description as possible of the deficiency, so that SAGANSFAMILY is able to respond adequately.
7.2 If a complaint is well-founded, SAGANSFAMILY will still perform the work as agreed, unless this has become demonstrably pointless for the Client in the meantime.
The latter must be made known in writing by the Client.
7.3 If parties have agreed on an acceptance test regarding the delivery, the date and time of delivery is the end of the day/period of the acceptance test.
Then it applies that acceptance by the Client may not be withheld on grounds other than those directly related to what parties have agreed regarding the acceptance test.
During the period of the acceptance test and before, the Client is not permitted to use the delivered goods other than for the test.
7.4 Should defects come to light during the acceptance test, the delivery date will be extended by the period needed to remedy the defects.
7.5 All possible warranty agreements expire if the Client:
- has made changes themselves;
- has used the delivered goods other than the purpose for which it was intended
- or has not followed the manuals and instructions.
7.6 After delivery of a project, SAGANSFAMILY can offer support to the Client for a certain period.
In this period, SAGANSFAMILY is available during office hours for the number of hours stated in the quotation.
Article 8: Portrait rights
8.1 By accepting these general terms and conditions, the Client/person portrayed gives permission to SAGANSFAMILY to use his/her photos and video images, also in the context of privacy law, for its own promotional purposes and publications, including, but not limited to, website and weblog, portfolio, advertisements, social media, magazine articles, film works, and documentaries, in print and trade fair material, unless agreed otherwise.
The work with the portrait may be edited and provided with subtitles or music.
Objection to the publication of portraits must be made known in writing to SAGANSFAMILY prior to the agreement.
Deviating agreements are recorded in writing.
8.2 The Client ensures that persons portrayed, who are used in the work by or on behalf of the Client, will sign a quitclaim such that permission is given to SAGANSFAMILY to use his/her photos and video images for promotional purposes and publications, including, but not limited to, website and weblog, portfolio, advertisements, social media, magazine articles, film works, and documentaries, in print, trade fair material, unless agreed otherwise.
The work may be edited and provided with, among other things, subtitles or music.
Objection to the publication of portraits must be made known in writing to SAGANSFAMILY prior to the agreement.
Article 9: Music and Collective Management
9.1 If for the music and (music) lyrics, which are used in a (multimedia) product to be delivered by SAGANSFAMILY, the Client must pay an amount for rights to copyright organizations such as Buma, SENA, NORMA, Lira, Stichting SYNC, or a comparable organization, then the Client is at all times responsible for the notification, registration, and payment of these rights, unless agreed otherwise.
9.2 The rights due to these organizations are to be considered as additional costs, if they are not included in the quotation.
These costs fall under the responsibility of the Client.
9.3 These costs, determined by the copyright organization, must be paid by the Client directly or indirectly to this organization(s), unless agreed otherwise.
9.4 At the request of the Client, SAGANSFAMILY arranges and pays the usage rights of the music and sound (and other rights of third parties) at an additional cost.
The additional cost can also include the time it takes to arrange the rights and the costs for drawing up necessary license agreements.
For arranging and using the rights, the Client receives and pays (possibly periodically) additional invoice(s).
The Client obliges themselves to adhere to the conditions and restrictions regarding territory, period, and media agreed in the licenses.
Article 10: Liability of SAGANSFAMILY
10.1 Shipment or delivery of an (end) product, to whomever or wherever, takes place at the expense and risk of the Client.
10.2 SAGANSFAMILY is only liable for damage suffered by the Client as a direct result of shortcomings attributed to it by intent or gross negligence or unlawful acts committed in the fulfillment of the assignment, or by persons used by SAGANSFAMILY in the execution of the agreement.
10.3 Any liability of SAGANSFAMILY for any other form of damage is excluded, including supplementary compensation in any form whatsoever, compensation for indirect damage or consequential damage or damage due to lost profits.
SAGANSFAMILY is furthermore in no case liable for delay damage, damage due to loss of data, damage due to exceeding delivery terms as a result of changed circumstances, damage as a result of providing defective cooperation, information, or materials by the Client, or damage due to information or advice given by SAGANSFAMILY the content of which does not expressly form part of the written agreement.
10.4 A condition for the existence of any right to compensation is always that the Client has reported the damage in writing to SAGANSFAMILY as soon as reasonably possible after the damage occurred.
10.5 If SAGANSFAMILY should be liable for any damage, then the liability of SAGANSFAMILY is limited to a maximum of half of the invoice value of the assignment, at least to that part of the assignment to which the liability relates, with a maximum of € 10,000.
Any liability going beyond what is covered by the liability insurance policies taken out by SAGANSFAMILY is in any case expressly excluded.
10.6 SAGANSFAMILY is not liable for damage, of whatever nature, because SAGANSFAMILY has assumed incorrect and/or incomplete data provided by the Client or by a third party engaged by SAGANSFAMILY on behalf of the Client, unless this incorrectness or incompleteness should have been known to SAGANSFAMILY.
10.7 If SAGANSFAMILY engages a third party for the realization of (a part of) the assignment, then the general terms and conditions of that third party apply and any liability is for their account.
10.8 Any liability expires by the lapse of one year from the moment the assignment has ended by completion, termination, or dissolution.
Article 11: Force Majeure
11.1 A shortcoming in the fulfillment of any obligation cannot be attributed to parties if they are prevented from doing so as a result of a circumstance that is not due to their fault, nor comes to their account by law, legal act, or generally accepted views in social traffic.
11.2 Unforeseen circumstances, of whatever nature, whereby SAGANSFAMILY cannot fulfill its obligations under the agreement concluded with the Counterparty, not in time, or not without extra efforts and/or costs burdensome in its judgment, will count as force majeure for SAGANSFAMILY.
Unforeseen circumstances also include:
– mobilization, war, civil unrest, terrorism;
– a day of national mourning;
– quota or other government measures;
– strike;
– natural disasters;
– illness of the artist engaged by SAGANSFAMILY;
– the failure of a third party, on whom SAGANSFAMILY depends for the execution of the agreement, to fulfill their obligations towards SAGANSFAMILY, not in time, or not properly.
11.3 With due observance of article 10 paragraph 4 of these conditions, SAGANSFAMILY is entitled in case of force majeure:
A. either to dissolve the agreement with the Counterparty (partially), this by a simple written notification of this to the Counterparty, therefore without judicial intervention and without SAGANSFAMILY becoming liable for damages towards the Counterparty;
B. or to shift the relevant event and/or Performance of the artist to a new time or new date in consultation with the Client.
Insofar as this involves Additional Work, additional fees will have to be paid.
C. Failure to obtain any necessary permit or exemptions on the part of the Client does not constitute force majeure for the Client.
Article 12: Indemnification
12.1 SAGANSFAMILY indemnifies the Client for claims from third parties regarding alleged infringements on their intellectual property rights in the work supplied by it.
Regarding music copyrights and other rights of third parties, SAGANSFAMILY only indemnifies the Client for the recording of the copyright-protected works in the production, as agreed in writing with the Client.
The Client is responsible for acquiring the music rights and other rights of third parties, unless agreed otherwise.
12.2 The Client indemnifies SAGANSFAMILY for claims from third parties resulting from the use of the production, expressly including claims from third parties in cases where the Client has independently had a certain input in the production, for example by prescribing certain actions, objects, texts, etc., of which SAGANSFAMILY cannot reasonably assess the damage-causing or infringing character.
12.3 The Client and the third parties engaged by them guarantee that the supplied materials do not infringe on any intellectual property right of third parties and that the supplied material or information is not otherwise unlawful towards third parties.
12.4 The Client takes adequate measures against infringement of intellectual property rights by third parties.
Should the Client remain in default in taking these measures, then SAGANSFAMILY is entitled, without notice of default, to proceed to do so itself.
All costs and damages on the part of SAGANSFAMILY and third parties arising from this are fully for the account and risk of the Client.
Article 13: Confidentiality
Parties oblige themselves to handle each other’s information confidentially during the term of this agreement but also thereafter, regarding each other’s companies and affiliated companies, the activities, and relationships and customers of each other.
Parties are held to treat this data strictly confidentially and not to disclose it to third parties.
Article 14: Non-solicitation clause
It is not permitted for the Client, without written permission from SAGANSFAMILY, during the term of this agreement, up to 1 year after termination of this agreement, to employ employees or subcontractors of SAGANSFAMILY or to have them work for them directly or indirectly.
Article 15: Penalty
If the Client violates the provisions in articles 13 and 14, they owe an immediately due and payable penalty to SAGANSFAMILY of € 50,000 per violation and € 1,000 for each day the violation continues, without prejudice to the right of SAGANSFAMILY to claim full compensation (as well as loss of income) from the contractor.
Article 16: Publicity and awards
16.1 The Client will, in case of publication and/or use of the delivered works and publicity regarding them, mention the name of SAGANSFAMILY as maker and copyright holder and mention it in the credits for all parts for which SAGANSFAMILY has been responsible.
16.2 Parties are permitted to submit the made (anonymized) work for assessment for prizes and festivals.
The costs of participation are borne/paid by the party submitting the work.
Any prize money won benefits SAGANSFAMILY (possibly minus the costs of participation).
Article 17: Privacy Policy
SAGANSFAMILY’s privacy policy applies accordingly. The privacy policy can be found on the website: [website] or will be sent to you free of charge upon request.
Article 18: Disputes
18.1 The court in Amsterdam has exclusive jurisdiction to hear disputes.
Nevertheless, SAGANSFAMILY has the right to submit the dispute to the court competent according to the law.
18.2 Parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation.
Article 19: Applicable law
Dutch law applies to every agreement between SAGANSFAMILY and the Client.
Article 20: Modification, explanation, and location of the conditions
20.1 These conditions can also be requested via the website of SAGANSFAMILY or via IN**@**********LY.COM.
20.2 The last filed version or the version as it applied at the time of the conclusion of the agreement always applies.
20.3 If one or more of the provisions in these general terms and conditions are void or should be annulled, the other provisions of these general terms and conditions remain fully applicable.
SAGANSFAMILY and the Client will consult in order to establish provisions for replacement, whereby the purpose and intent of the original provision are observed as much as possible.
20.4 When SAGANSFAMILY obtains goods or services from third parties for its own account and risk in the execution of the assignment, after which these goods or services are passed on to the Client, the provisions from the general terms and conditions of and/or separate agreements with these third parties regarding warranty and liability also apply towards the Client.
ARTICLE 21. DISCLAIMER
SAGANSFAMILY makes every effort to guarantee the reliability and accuracy of all published content on the SAGANSFAMILY website.
Inaccuracies may occur, however. SAGANSFAMILY and its affiliated companies are not liable for damage as a result of inaccuracies, problems caused by, or inherent to the distribution of information via the internet as well as technical malfunctions.
Amsterdam, 2024, Edwin’s Law
