TERMS AND CONDITIONS
These general terms and conditions were last amended on 15-10-2013
ARTICLE 1. DEFINITIONS AND TERMS
1. In these general terms and conditions, the following terms are used in the following meanings unless expressly stated otherwise:
Machine Eleven: The user of these terms and conditions, located at Edvard Munchweg 14 B, 1327 MA Almere, The Netherlands.
Client: the counterparty of Machine Eleven.
Agreement means any mutual acceptance concerning the provision of services/businesses by Machine Eleven.
Projects: the services provided by Machine Eleven and related matters. This includes, among other things, the Agreement to make video productions, concept and communication advice and other multimedia products, all in the broadest sense, as set out in a document agreed by both parties and any documents declared applicable therein.
Work: the provision of services without any subordination and outside employment or contracting of work and/or the giving of advice as referred to above and/or the delivery of goods, all this in the broadest sense of the word and as stated in the order confirmation. Conditions: these are general terms and conditions of Machine Eleven.
ARTICLE 2. GENERAL
1. These terms and conditions apply to every offer, quotation and Agreement between Machine Eleven and a client to which Machine Eleven has declared these terms and conditions applicable, insofar as these terms and conditions have not been deviated from expressly and in writing by the parties. The conclusion of an agreement with Machine Eleven implies unconditional acceptance by the Client of the applicability of these terms and conditions.
2. These terms and conditions also apply to agreements with Machine Eleven, the execution of which requires the involvement of third parties by Machine Eleven.
3. If one or more provisions of these general terms and conditions are wholly or partially void or voidable at any time, the remaining provisions of these general terms and conditions will remain fully applicable. Machine Eleven and the Client will then consult to agree on new provisions to replace the void or voided provisions, taking into account the original provisions’ purpose and intent as much as possible.
4. If Machine Eleven does not always require strict compliance with these terms, this does not mean that the provisions thereof do not apply or that Machine Eleven would, to any extent, lose the right to require strict compliance with these provisions terms in other cases.
5. If these terms and conditions and the contract contain conflicting provisions, the terms in the contract shall apply. Any deviations from these terms and conditions shall be valid only if expressly agreed in writing and shall apply only in respect of the specific Agreement to which the variations relate.
6. The applicability of any purchase or other conditions of the Client is expressly rejected.
ARTICLE 3. FORMATION OF THE AGREEMENT
3.1 Quotations and offers made by Machine Eleven are free of obligation and revocable unless a deadline for acceptance has been set in the quotation. If no acceptance period is stipulated, the quotation or proposal cannot in any way confer any rights if the service or item to which the quotation or proposal relates is no longer available.
3.2 The offer to enter into an Agreement may be made by Machine Eleven either verbally or in writing. Only after the Order has been accepted by Machine Eleven and the written order confirmation has been returned signed by the Client, it is binding on Machine Eleven.
3.3 If the Order is given verbally, or if the signed order confirmation has not yet been returned, the Agreement will be deemed to have come into effect under the applicability of these Conditions the moment Machine Eleven has commenced execution of the Order at the request of the Client. If the Client does not respond to the contents of the order confirmation within two working days after the submission, it will be deemed correct and complete, and the Client and Machine Eleven will be bound by its contents.
3.4 The provision by the Client to Machine Eleven of information or materials for the execution of the work is deemed equivalent to making the request as stipulated in paragraph 3 above.
3.5 All quotations and offers are furthermore based on information provided by Client. In case of proven inaccuracy or incompleteness thereof, the Client cannot derive any rights vis-à-vis Machine Eleven from an (accepted) quotation or offer. Machine Eleven cannot be held to its quotations or proposals if Client reasonably understands that the quotations, proposals, or any part thereof, contain an obvious mistake or slip of the pen.
3.6 The prices mentioned in an offer or quotation are exclusive of VAT and other government levies, any costs to be incurred in the context of the Agreement, including travel and accommodation, shipping and administration costs unless otherwise indicated.
3.7 The documents, scripts, technical descriptions, designs, calculations, scripts and film and video fragments forming part of the offer and produced by Machine Eleven or on its instructions remain the property of Machine Eleven. Without Machine Eleven’s consent, they may not be made available or shown to third parties. Nor may they be copied or otherwise reproduced without Machine Eleven’s permission. If no instruction is given, these documents must be sent to Machine Eleven carriage paid within ten working days of a request to that effect by Machine Eleven.
3.8 Quotations, offers and/or prices do not automatically apply to follow-up orders.
ARTICLE 4. PERFORMANCE OF THE AGREEMENT
1. Machine Eleven is obliged to perform the work assigned to it as a good and careful contractor. All services by Machine Eleven will be performed on the basis of an obligation to perform to the best of one’s ability unless and insofar as Machine Eleven has expressly promised a result in the written Agreement and the result in question has also been described with sufficient certainty.
2. If and insofar as the proper execution of the Agreement requires, Machine Eleven is entitled to have certain work performed by assistants, freelancers and third parties. The applicability of Sections 7:404, 7:407(2) and 7:409 of the Dutch Civil Code is expressly excluded. When engaging third parties, Machine Eleven will exercise due care.
3. Machine Eleven is not liable for any damages resulting from third-party failures and assumes, and if necessary, hereby stipulates that any assignment to Machine Eleven includes the authority to accept any third-party limitations of liability also on behalf of the Client.
4. The Client will ensure that all information which Machine Eleven indicates is necessary or which the Client should reasonably understand is required for the execution of the Agreement, is provided to Machine Eleven in a timely manner.
5. If the information required for the execution of the Agreement is not provided to Machine Eleven in a timely manner, Machine Eleven is entitled to suspend the execution of the Agreement and/or to charge the Client for the additional costs resulting from the delay according to the then usual rates. The execution period will not commence before the Client has provided Machine Eleven with the data.
6. If it has been agreed that the Agreement will be executed in phases, Machine Eleven may suspend the execution of those parts that belong to a subsequent stage until the Client has approved the results of the preceding phase in writing.
7. Sending of the deliverables will occur as Machine Eleven specified in the Agreement. If the Client wishes to receive a shipment in a different manner, the additional costs involved will be for the Client’s account.
ARTICLE 5. DELIVERY AND CHANGE IN THE ORDER
1. Upon receipt of the required data, texts and/or visual material, Machine Eleven will start producing the agreed items and/or services as soon as possible and will inform the Client of the expected delivery time.
2. A delivery date stated by Machine Eleven is indicative only unless deviated from in writing. Delivery times are always approximate.
3. If, during the execution of the Agreement, it appears that for a proper execution it is necessary to change or increase the work to be done, the parties will timely and, in mutual consultation, adapt the Agreement accordingly.
4. If the Agreement is amended or supplemented, Machine Eleven is entitled to execute it only after the parties have agreed on all amendments and/or supplements, including the time of completion of the work to be determined, remuneration and other conditions. Failure to execute the amended Agreement, or failure to execute it immediately, does not constitute a default by Machine Eleven and is no ground for the Client to terminate or dissolve the Agreement.
5. If a fixed fee has been agreed upon, Machine Eleven will indicate to what extent the amendment or supplement to the Agreement will result in an excess of this fee.
6. Changes made to an already issued order may result in the originally agreed delivery time being exceeded by Machine Eleven, in which case article 10 paragraph 11 applies accordingly.
7. If the change involves a reduction in work, Article 8(4) shall apply.
8. Should Machine Eleven unexpectedly be unable to comply with its obligations within the agreed fatal delivery time, Machine Eleven can only be given notice of default in writing, whereby Machine Eleven is granted a period of at least 14 days to still comply with its obligations.
9. Before producing the final product, Machine Eleven will provide one preview version which will be described as ‘first version‘. After making this preview version available, there is room for up to two rounds of corrections. During this correction round, wishes for adjustments can be communicated to Machine Eleven. Corrections can be indicated up to seven working days after availability of the first version. Adjustment requests submitted later may result in additional costs for the Client. However, the wish(s) for adjustment should be considered reasonable. This includes correcting titles, name titles, and minor changes to content.
ARTICLE 6. REFUNDS
1. The fee and cost estimates are in euros and exclusive of VAT and government levies.
2. If Machine Eleven deems it desirable, Machine Eleven is entitled to ask the Client for a reasonable advance payment on the fee for the work yet to be performed. Machine Eleven is entitled to suspend the commencement of its work until the advance payment has been made or sufficient security has been provided.
3. The fee shall in no way depend on the outcome of the assignment granted. The Client shall bear the turnover tax.
4. If the Client and Machine Eleven have yet to agree on a fixed amount for the purpose of a particular order or per calendar year or financial year, the remuneration will be determined based on the hourly rate and the total time spent by Machine Eleven.
5. Machine Eleven is at all times entitled to increase the fee without the Client, in that case, being allowed to dissolve the Agreement for that reason if the price increase results from power or obligation resulting from legislation or regulations or is caused by an increase in, e.g. wages or on other grounds that were not reasonably foreseeable when the Agreement was concluded.
6. In addition, Machine Eleven may increase the fee if, during the execution of the work, it becomes apparent that the originally agreed or expected amount of work was underestimated to such an extent when the Agreement was concluded, and this is not attributable to Machine Eleven, that Machine Eleven cannot reasonably be expected to perform the agreed work for 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 during the first three months after entering the Agreement, the Client may terminate the Agreement regardless of the percentage of the rise.
7. All travel, accommodation and music rights redemption costs are considered additional costs and will not be included in the quotation unless otherwise stated. These will be added separately to the final invoice. Machine Eleven is not obliged to hand over the physical receipts to the Client. Machine Eleven applies a kilometre allowance of €0.29 per km.
8. Client is obliged to reimburse all further reasonable expenses incurred by Machine Eleven in the execution of the assignment.
9. The fees shall be charged to the Client, if necessary, plus expense claims or claims from third parties called in, including the turnover tax due per phase or after completion of the work. Cancellation of an order within 48 hours prior to the work will be charged at a rate of 50% of the quoted labour costs and 25% of the equipment costs. Costs for cancellation of materials, equipment, freelancers and services hired by Machine Eleven will be charged in full to the Client following the terms and conditions of the relevant party.
ARTICLE 7. PAYMENT
1. Payment must always be made within thirty days of the invoice date in a manner to be indicated by Machine Eleven.
2. For agreements representing a value of more than €20,000.00 excl. VAT or for assignments requiring Machine Eleven to hire materials from third parties or otherwise incur costs from third parties, the Client is obliged, after agreeing to the assignment or entering into an agreement, to make a down payment of 30% of the total amount of the Agreement within seven days before pre-production commences. After completion of the project, the Client will receive an invoice for the remaining 70%.
3. If the Client fails to pay an invoice on time and/or in full, the Client shall be in default by operation of law. The Client shall then owe interest of 8% per month or part of a month unless the statutory interest rate is higher, in which case the statutory interest rate shall be due. The interest on the amount due and payable will be calculated from the moment the Client is in default until the moment of payment of the amount due in full.
4. The Client is never entitled to offset any amount owed to Machine Eleven. Objections to the amount of an invoice do not suspend the payment obligation. The Client is not entitled to invoke Section 6.5.3 of the Dutch Civil Code and is also not entitled to suspend the payment of an invoice for any other reason.
5. If the Client is in default or omission in the (timely) fulfilment of his obligations, all reasonable costs for obtaining extrajudicial satisfaction shall be borne by the Client. Extrajudicial costs will be calculated based on what is customary in Dutch collection practice, currently the calculation method according to “Rapport Voorwerk II”. However, if Machine Eleven has incurred higher costs for collection that were reasonably necessary, the actual costs incurred will be eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Client. The Client will also owe interest on the collection costs due.
ARTICLE 8. DURATION AND TERMINATION OF AGREEMENTS
1. The contract shall be entered into for a definite period unless it follows from the nature of the purpose of the assignment given that it is entered into for an indefinite period.
2. Client and Machine Eleven are entitled to terminate the Agreement indefinitely by giving notice. Judicial intervention is not required for this purpose. Such termination must be effected by registered letter and with due observance of a notice period of 2 (two) months.
3. The fixed-term Agreement can only be terminated prematurely if there are urgent circumstances resulting from which the Client or Machine Eleven can no longer reasonably be required to continue the assignment agreement. The other party must be notified in writing and with reasons. All this without prejudice to the obligation of the Client to pay the full agreed fee.
4. If, in accordance with the preceding paragraphs, the Client has prematurely terminated the Agreement in whole or in part by mutual consent, Machine Eleven is entitled to compensation for the loss of capacity utilisation incurred on its side and which can be plausibly made, as well as for additional costs it has reasonably had to incur as a result of the premature termination of the Agreement. This is unless there are facts or circumstances underlying the premature termination that can be attributed to Machine Eleven.
5. If either party becomes bankrupt, applies for suspension of payment or ceases its business operations, the other party has the right to terminate the Agreement without observing a notice period, all this subject to rights.
6. Machine Eleven is authorised to suspend performance of the obligations or dissolve the Agreement if: (1) Client does not, not fully or not timely comply with its obligations under the Agreement; (2) after the Agreement is concluded, Machine Eleven learns of circumstances giving Machine Eleven good reason to fear that Client will not comply with its obligations; (3) if, upon conclusion of the Agreement, Client was requested to provide security for the fulfilment of its obligations under the Agreement and such security is not provided or is insufficient; (4) if, due to the delay on the part of Client, Machine Eleven can no longer be required to perform the Agreement against the originally agreed conditions.
7. Machine Eleven is also authorised to suspend the delivery of documents or other items to the Client or third parties until all due and payable claims against the Client have been paid in full.
8. If the progress in the execution or delivery of the work is delayed due to default by the client or force majeure on its side, Machine Eleven may charge the total agreed amount without prejudice to its right to claim further costs, damages and interest.
9. If the Agreement is dissolved, Machine Eleven’s claims against Client are immediately due and payable.
ARTICLE 9. VOICE-OVER AND MUSIC RIGHTS
1. Some productions use one or more voice-overs, or recorded voices. The cost of a voice-over falls under the additional costs not included in the quotation, unless otherwise stated. Unless otherwise agreed in writing, these will be added by Machine Eleven separately to the final invoice.
2. For music used in a video production or online expression, the Client must pay a fee for the rights to a copyright organisation such as Buma/Stemra, SENA, Stichting SYNC or a comparable organisation. The Client is at all times ultimately responsible for the registration, remuneration and payment of these copyrights.
3. These copyrights are additional costs, which are not included in the quotation. The amount of the rights is determined by the relevant copyright organisation.
4. Upon request, Machine Eleven can provide an estimate of these costs as a PM item, but no rights can be derived from this. The actual costs, determined by the copyright organisation, must be paid by the Client to the relevant organisation.
5. Machine Eleven will hand over to the Client all data necessary for any administrative handling of Buma/Stemra fees.
6. If Machine Eleven receives an invoice and/or charge from Buma/Stemra, SENE, Stichting SYNC or a similar organisation due to negligence and/or incorrect action on the part of the Client, the Client is obliged to pay such invoice and additional charges. In these cases, Machine Eleven will always charge an administrative fee of €400.00, in addition, other additional costs arising from these will also be charged.
ARTICLE 10. LIABILITY
10.1 Machine Eleven will perform its work to the best of its ability, exercising the care that can be expected of Machine Eleven. If an error is made because the Client has provided it with incorrect or incomplete information, Machine Eleven is not liable for any resulting damage.
10.2 Machine Eleven is not responsible or liable for the content of the material provided by the Client.
10.3. Client is liable for any damage Machine Eleven may suffer due to a failure attributable to Client in the performance of the obligations arising from the Agreement and these terms and conditions.
10.4. Changes to the Client’s data must be communicated in writing to Machine Eleven by the Client immediately. If the Client fails to do so, the Client will be liable for any loss Machine Eleven suffers as a result.
10.5. In case of attributable failure to perform the Agreement, Machine Eleven is only liable for substitute damages, i.e. compensation of the value of the omitted performance.
10.6. Machine Eleven’s liability is therefore limited to the compensation Machine Eleven has received for its work under the Agreement. For agreements with a lead time exceeding six months, the liability is further limited to a maximum of the compensation over the last six months.
10.7. In addition, Machine Eleven’s liability in total is limited to the amount paid out in the relevant case under the business liability insurance taken out, increased by the amount of the excess. Machine Eleven may set off the obligation to compensate the damage against the unpaid invoices and resulting interest and costs.
10.8. The limitations, as mentioned earlier, of liability do not apply if there is gross negligence or intent by Machine Eleven.
10.9. Machine Eleven is not liable for persons engaged by Machine Eleven on the instruction of the Client.
10.10. Machine Eleven is liable, if any, only for direct damages. Machine Eleven is not liable for any direct, indirect and/or consequential damages (including but not limited to loss of profit, business interruption costs, loss of relationships, among other things arising from any delay, loss of data, goodwill, exceeding a delivery term and/or identified defects) other than direct property damage suffered by the Client.
10.11. Insofar as the Client and Machine Eleven have agreed on periods within which the work is to be carried out in the assignment agreement or during the execution of the assignment, these periods are, unless expressly agreed otherwise in writing, such as in the case of an assignment agreement for a definite period, indicative. Exceeding them will never constitute a breach of Machine Eleven’s obligation and therefore will not entitle the Client to claim damages and/or dissolution of the Agreement. If a term is exceeded, the Client must therefore give Machine Eleven written notice of default. Machine Eleven must thereby be offered a reasonable period to still perform the Agreement.
10.12. Client is obliged to notify Machine Eleven in writing within one month after Client has spotted or could reasonably have spotted an inaccuracy in the execution of the Agreement and the resulting or non-existent risk of damage.
10.13. If the notice referred to in the previous paragraph is not given or is given too late, Machine Eleven is in no way obliged towards the Client to undo the damage suffered in a manner appropriate to, and consistent with, the content of the assignment and the nature of the work.
10.14. The Client indemnifies Machine Eleven against all claims asserted and exercised by third parties against Machine Eleven for compensation of damages suffered, costs incurred, lost profits and other expenses in any way related to and/or arising from Machine Eleven’s execution of the order.
10.15. After the lapse of twelve months from the day the advice was provided, any right of the Client towards Machine Eleven in respect of damage caused by any shortcomings and/or errors by Machine Eleven in the execution of the Agreement will lapse.
ARTICLE 11. FORCE MAJEURE
11.1. Machine Eleven is not obliged to fulfil any obligation towards the Client if it is hindered to do so as a result of a circumstance that is not attributable to fault, and is neither for its account by virtue of the law, a legal act or generally accepted practice.
11.2. In these general terms and conditions, force majeure is understood, in addition to what is understood in that respect in the law and jurisprudence, to include all external causes, foreseen or unforeseen, which Machine Eleven cannot influence, but which prevent Machine Eleven from fulfilling its obligations. Such circumstances giving rise to force majeure include in any case the impossibility to execute the Agreement due to impediment of third parties engaged by Machine Eleven, as well as impossibility for Machine Eleven due to illness, strikes, disruptions of energy supplies, traffic disruptions, transport and postal and/or telecommunication disruptions as well as disruptions in networks, infrastructure and computer hacking. The enumeration is not exhaustive.
11.3. Machine Eleven may suspend the obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than three months, each of the parties will be entitled to dissolve the Agreement without any obligation to compensate the other party for damages.
11.4. Insofar as Machine Eleven has already partially fulfilled its obligations under the Agreement at the time the force majeure occurred or will be able to fulfil these and the part fulfilled or to be fulfilled respectively has independent value, Machine Eleven is entitled to separately invoice the part already fulfilled or to be fulfilled respectively. Client is obliged to pay this invoice as if it were a separate agreement.
ARTICLE 12. COMPLAINTS
12.1. The Client is obliged to examine with due diligence after delivery whether Machine Eleven has properly complied with the Agreement and is furthermore obliged to inform Machine Eleven immediately in writing as soon as the contrary becomes apparent to it.
12.2. Complaints about the delivered services/items must be reported in writing to Machine Eleven by the Client in any event within 14 days of discovery, but at the latest within 30 days of delivery of the service/item in question. The notice of default must contain as detailed a description of the shortcoming as possible so that Machine Eleven is able to respond adequately.
12.3. If a complaint is well-founded, Machine Eleven will still deliver the services/items as agreed, unless this has meanwhile become demonstrably pointless for the Client. The latter must be made known by the Client in writing.
12.4. The fulfilment of the Agreement shall be regarded as proper between the parties if the Client has failed to make the examination or notification referred to in paragraph 1 of this article in time.
12.5. Machine Eleven’s performance/film is in any case considered between the parties to be sound if the Client has put the delivered goods or a part of the delivered goods to use, has treated or processed them, has delivered them to third parties or has had them put to use, has had them treated or processed or has had them delivered to third parties, unless the Client has observed the provisions of the first paragraph of this article.
12.6. If the subsequent performance of the agreed work or delivery of goods is no longer possible or useful, Machine Eleven will only be liable within the limits of Article 10.
12.7. Before delivery of the end product, Machine Eleven will hand over one first version of the end product to the Client. Based on this first version, the Client is entitled to make one-off corrections or adjustments, which will be carried out by Machine Eleven. However, the requirement for adjustments should be considered reasonable. This includes, for example, the adjustment of titles, credits and a limited adjustment of the content or structure of the film. Requests for adjustments must be passed on to Machine Eleven within five working days after the first version has been handed over.
ARTICLE 13. CONFIDENTIALITY
13.1. Unless any statutory provision, regulation or other rule obliges it to do so, Machine Eleven is obliged to maintain confidentiality vis-à-vis third parties in respect of confidential information obtained from the Client. The Client may grant an exemption in this respect. Information is considered confidential if the other party has been informed of this or if this arises from the nature of the information.
13.2. Subject to the Client’s written consent, Machine Eleven is not entitled to use the confidential information made available to it by the Client for any purpose other than that for which it was obtained. However, an exception will be made in the event Machine Eleven acts for itself in disciplinary, civil or criminal proceedings in which such information may be relevant.
13.3. Unless there is any provision of law, regulation or other rule obliging the Client to disclose or when Machine Eleven has given prior permission to do so, the Client will not disclose the contents of reports, works, advice or other expressions of Machine Eleven, written or otherwise, to third parties.
ARTICLE 14. RETENTION OF TITLE AND CLIENT MATTERS
14.1. All items or results of services created or delivered by Machine Eleven under the Agreement remain the property of Machine Eleven until the amounts owed by the Client have been paid in full.
14.2. Machine Eleven will keep the items entrusted to it by the Client in the context of fulfilling the Agreement with the care of a good custodian. However, Machine Eleven is not liable for damage to the entrusted items and storage of files.
14.3. Machine Eleven will store the film images or other works created for the Client for up to two months. For an additional fee in an agreement, Machine Eleven can store the created film footage or other works for a longer period.
14.4. Machine Eleven is not responsible for the loss of film footage or other works due to unforeseen circumstances such as computer crashes, fire, burglary or other contingencies. However, Machine Eleven is not liable for damage to the entrusted items and storage of files.
ARTICLE 15. INTELLECTUAL PROPERTY
15.1. Machine Eleven reserves its rights and powers under the Copyright Act. The ownership of projects delivered by Machine Eleven such as video productions, provided ideas, images, concepts, scripts, scripts, illustrations or (trial) designs etc. therefore remains entirely with Machine Eleven. As a result, these may not be duplicated, reproduced or edited without Machine Eleven’s written consent.
15.2. It is possible to buy off copyrights in Agreement with Machine Eleven. By means of a licence or royalty fee, an agreed form of use can be laid down to legally secure permission for this use for the Client.
15.3. By giving an order to use, copy or reproduce items protected by the Copyright Act or any industrial property right, the Client declares that no copyright or industrial property right of third parties is infringed and indemnifies Machine Eleven in and out of court for all consequences arising from the use, copy or reproduction.
15.4. Unless expressly agreed in writing, the assignment does not include conducting research into the existence of patent rights, trademark rights, drawing or model rights, copyrights and portrait rights of third parties. The same applies to any investigation into the possibility of such forms of protection for the Client.
15.5. Unless the project does not lend itself to it, Machine Eleven is at all times entitled to mention or remove its name or have its name mentioned herewith. Without prior permission, the Client is not allowed to take the project into production, disclose it or reproduce it without mentioning Machine Eleven’s name.
15.6. When Client fully complies with his obligations as a result of the Agreement with Machine Eleven, he acquires an exclusive licence to use the project insofar as this concerns the right of publication and reproduction in accordance with the destination agreed upon at the time of the assignment. If no such destination has been agreed, the licence is limited to that use of the project for which firm plans existed at the time the order was given. These plans must have been demonstrably made known to Machine Eleven before the Agreement was concluded.
15.7. Client receives a licence from Machine Eleven for the use of copyright protected works, which Machine Eleven make in the execution of an order on behalf of Client. This licence only applies as long as the Client complies with the financial obligations related to the provision of the copyrighted work. The licence only applies to use of the relevant work by the Client itself, or its legal successors. Licences relating to the use of music and/or musical pieces are not covered by this provision. The Client itself is responsible for arranging the necessary music licences.
15.8. All projects created by Machine Eleven do not have a licence agreement for use outside the Netherlands, unless explicitly stated otherwise. The costs for permission or a licence for use outside the Netherlands will, unless agreed in advance, be invoiced separately following the applicable industry standards.
15.9. The costs of acquiring licences from third parties for copyright material to be used in the performance of the Agreement shall be borne by the Client. Copyright material includes but is not limited to fonts, software, house style elements, photos, videos, stock images and compositions. These costs are mandatory to purchase, and the Client is fully responsible for them.
15.10. Client is responsible for handling the portrait rights of extras, interviewees or other persons or rights holders of a video production. The same applies to image rights of, for example, buildings, works of art or locations. The costs for the registration and surrender of these rights are for the Client’s account and will be invoiced additionally unless agreed otherwise.
15.11. Machine Eleven has the right to disclose a video production or fragments thereof and/or reproduce it or have it reproduced for the purpose of its own promotion on, for example, a showreel, the internet, a retrospective exhibition, film festival or similar event or for the purpose of events and media aimed at the demonstration and promotion of Machine Eleven’s work, products or services, without requiring prior consent and without having to pay any compensation. This provision also includes all scripts, designs and all recordings made, also referred to as “the raw material”.
15.12. Use by Machine Eleven is only possible, however, after the project or video production has already been made public.
15.13. The Client is not permitted to use parts of a delivered production as part of another production. Likewise, it is not permitted to modify or reassemble a delivered product without Machine Eleven’s written consent.
ARTICLE 16. APPLICABLE LAW
16.1. All agreements between Client and Machine Eleven are exclusively governed by Dutch law.
16.2. If the parties have a dispute following the Agreement, they will try to reach a solution by mutual Agreement.
16.3. If consultation does not lead to a solution, the parties may submit the dispute to the competent court in the District Court of Amsterdam, unless the law urgently requires otherwise.
ARTICLE 17. LOCATION AND AMENDMENT OF CONDITIONS
17.1. These terms and conditions will be sent by Machine Eleven free of charge upon request. The terms and conditions can also be viewed, copied and saved via the website www.machineeleven.com/terms-and-conditions.
17.2. Applicable is always the last filed version or the version applicable at the time the legal relationship with Machine Eleven was established.
17.3. The Dutch text of the general terms and conditions shall always be decisive for their interpretation.