Art. 1 - Quotes

1.         The quotes made by Indall B.V. are non-binding and valid for fourteen days unless otherwise indicated.

2.         The prices in the mentioned quotes are exclusive of VAT, unless otherwise indicated. Price changes and incorrectly stated prices reserved. The same applies to the General Terms and Conditions.

3.         Indall B.V. composes its quotes based on an estimation of the required working hours for project preparation, recordings, assembly, material use, and other project-related matters. Indall B.V. determines these hours reasonably. However, it may occur that a client has additional requests during the production that are not yet included in the quote. These extra hours will be charged based on the hourly rate of €130.00 excl. VAT, in addition to the invoice amount agreed in the quote, unless otherwise agreed. All agreed price arrangements and/or established prices are always exclusive of Buma/Stemra or other media rights unless otherwise specified. Indall B.V. will communicate the amount of these contributions to the client before rights from third parties are acquired.

4.         The prices mentioned in quotes for video productions of Indall B.V. are composed based on one recording moment, one post-production, and two possible correction edits of the post-production unless otherwise indicated. For animation projects, two correction edits of the production are included unless otherwise indicated. Various milestones are included in the quote. Upon agreement on a milestone, and if adjustments are requested at a later stage that affect a previous milestone, Indall B.V. is entitled to charge extra hours for this. Additional hours arising from client requests will be billed at the hourly rate indicated in the quote, on top of the invoice amount agreed in the quote.

5.         The comments from the client for the correction edit, as mentioned above, must be made known to Indall B.V. within 15 working days after the sending of the first version of the video by Indall B.V. If the client fails to do this, Indall B.V. retains the right to invoice the required hours for this correction edit according to its hourly rate. 

6.         A quote sent by Indall B.V. does not always need to be signed and returned to give consent. If the client responds in writing to a message from Indall B.V. to which the quote was attached and indicates that the assignment will continue, it may reasonably be assumed that the client has acknowledged the quote and agreed to it.

Art. 2 - Execution of the agreement

1.         Indall B.V. will execute the agreement to the best of its knowledge, ability, and in accordance with the standards of good craftsmanship.

2.         If and insofar as good execution of the agreement requires this, Indall B.V. has the right to have certain work performed by third parties. Indall B.V. is not obliged to account for this to the client. Indall B.V. strives to inform the client of this in a timely manner but is not obliged to do so.

3.         The client ensures that all data, of which Indall B.V. indicates that these are necessary or which the client should reasonably understand to be necessary for the execution of the agreement, are provided to Indall B.V. in a timely manner. If the necessary data for the execution of the agreement are not provided to Indall B.V. in a timely manner, Indall B.V. has the right to suspend the execution of the agreement and/or charge the additional costs resulting from the delay according to an hourly rate of €130 excl. VAT per hour to the client.

4.         Indall B.V. is not liable for damages of any kind, because Indall B.V. has relied on incorrect and/or incomplete information provided by the client unless this inaccuracy or incompleteness could have been known to it.

5.         If it has been agreed that the agreement will be executed in phases, Indall B.V. can suspend the execution of those components that belong to a subsequent phase until the client has approved the results of the preceding phase in writing.

6.         Indall B.V. is not liable for the quality of the self-provided image data by the client.

Art. 3 - Contract duration; execution period

1.         The agreement is entered into for an indefinite period unless the parties expressly and in writing agree otherwise.

2.         If, within the duration of the agreement, a period for the completion of certain work has been agreed upon, this is never a fatal period. In case of exceeding the execution period, the client must formally notify Indall B.V. in writing.

Art. 4 - Modification of the agreement

1.         If during the execution of the agreement it appears that it is necessary to change or add to the work to be performed for a proper execution, the parties will timely and in mutual consultation adjust the agreement accordingly.

2.         If the parties agree that the agreement is modified or supplemented, the timing of completion of the execution may be affected by this. Indall B.V. will inform the client of this as soon as possible.

3.         If the modification or supplementation of the agreement has financial and/or qualitative consequences, Indall B.V. will inform the client in advance. Examples include additional costs, delays in execution, or deviations in the final result.

4.         If a fixed fee has been agreed upon, Indall B.V. will indicate to what extent the modification or supplementation of the agreement will result in an exceeding of this fee.

Art. 5 - Intellectual property

1.         Indall B.V. reserves the rights and powers that belong to it under the Copyright Act. For a fee to be agreed upon, Indall offers the transfer of copyright. A expiration period must always be agreed upon. Copyright on raw recordings and concepts is not transferred without a separate agreement.

2.         After payment of the invoice, the client acquires the right to use the production produced by Indall B.V. at its discretion on all its own channels (such as website and social media). If the client wishes to use the production produced by Indall B.V. on other channels (for example, in a television broadcast), Indall B.V. must grant written permission for this. Indall B.V. retains the right to charge additional costs for this based on paragraph 1.

3.         The clients fully indemnify Indall B.V. against claims from third parties for infringement of copyrights resulting from montages performed by Indall B.V. and/or the duplication of recordings provided by the clients.  Concepts, ideas, and proposals developed for a client fall under the copyright and remain formally and legally owned by Indall B.V.. All Indall B.V. productions are protected by copyright. An Indall B.V. production may not be reproduced, copied, or modified without the permission of the creator, Indall B.V.. It is possible to buy out copyright in accordance with Indall B.V.. Indall B.V. is always entitled to use the productions it has produced for promotional purposes at its discretion, unless otherwise agreed with the client. In that case, the agreement with the client takes precedence over Indall B.V.'s right to use its own productions for promotional purposes.

4.         Indall B.V. retains the right to use the knowledge gained from the execution of the work for other purposes, provided that no confidential information is disclosed to third parties. Unless otherwise agreed.

5.         All raw material produced by Indall B.V. is stored in the archive for at least one year. Final products are stored for at least five years. Indall B.V. strives to maintain this archive by keeping a backup at an external location. Should the archives be destroyed due to external factors that cannot reasonably be attributed to Indall B.V., it is not liable for this. Indall B.V. reserves the right to destroy the material after the above-mentioned periods.

6.         If desired, Indall B.V. and the client can sign a so-called NDA statement prior to a project, which discusses mutual protection and liability. This NDA must always be drawn up in duplicate, with both parties receiving a copy.

7.         If the client intends to promote the productions paid, this must be communicated in advance to Indall B.V., so that they can conclude the appropriate licenses and agreements. If the client fails to do this, they are responsible for any consequential damage and additional costs. 

Art. 6 - Termination

1.         Both parties can terminate the agreement in writing at any time. In that case, parties must observe a notice period of at least two full calendar months before the start of the relevant project. If the client decides to terminate the agreement after accepting the quote and payment of the deposit (as stated in Article Invoicing/Payment Paragraph 1), they cannot claim a refund of the deposit. Indall B.V. reserves the right to recover any costs incurred from the client if they unilaterally terminate the agreement.

2.         If a project is unilaterally canceled by the client, Indall B.V. reserves the right to invoice the agreed quote in whole or in part, regardless of whether all work has been completed. Unless expressly agreed otherwise, the payment obligation for already approved quotes remains in force.

Art. 7 - Dissolution of the agreement

1.         The claims of Indall B.V. against the client are immediately due and payable in the following cases:

a.          after the circumstances that Indall B.V. became aware of upon conclusion of the agreement give Indall B.V. good reason to fear that the client will not meet their obligations;

b.         if Indall B.V. has requested the client to provide security for compliance upon conclusion of the agreement and this security is absent or insufficient.

2.         In the mentioned cases, Indall B.V. is entitled to suspend further execution of the agreement, or to terminate the agreement, without prejudice to Indall B.V.'s right to claim damages.

Art. 8 - Liability

If Indall B.V. is liable, that liability is limited as follows:

1.         The liability of Indall B.V., insofar as it is covered by its liability insurance, is limited to the amount awarded by the insurer.

2.         If, in any case, the insurer does not pay out or the damage is not covered by the insurance, the liability of Indall B.V. is limited to twice the invoice value of the assignment, at least that part of the assignment to which the liability relates.

3.         Notwithstanding what is provided above in paragraph 2 of this article, in an assignment with a duration longer than six months, the liability is further limited to the fee portion due over the last three months.

4.         Indall B.V. is never liable for consequential damage.

5.         Indall B.V. is only liable for material provided or produced by it. Data or materials provided by the client are fully under the responsibility of the provider. However, if Indall B.V. suspects that there are copyrights on this data or material, it is deemed to have reported this timely to the provider. Indall B.V. is not obliged to do so. 

6.         The client is responsible and liable for ensuring that the attendees at an event or other occasion being filmed by Indall B.V., are informed of the presence of audio-visual equipment and that attendees can be recorded. If attendees object to this, the client must notify Indall B.V. in a timely manner. The client may choose to have individuals prominently featured in the video sign a so-called Quitclaim, of which Indall B.V. can provide a copy at their request. Indall B.V. is not responsible for any claims and consequential damage from individuals portrayed in the video or their representatives, but the responsibility and liability for this lie with the client, unless otherwise agreed. 

Art. 9 - Invoicing and payment

1.         Unless otherwise agreed, Indall B.V. uses two invoicing moments. Upon agreement to the quote, 30% is invoiced as a deposit, and the remaining amount after the delivery of the final product. When multiple invoicing moments have been agreed upon, unless otherwise indicated:

a.          Upon agreement, a deposit of 30% of the total quote price is invoiced.

b.         The second installment consists of 30% of the total quote price. This will be invoiced after delivery of the first version of the discussed product unless otherwise specified.

c.          The third installment consists of 40% of the quote price. This will be invoiced after delivery of the product. This amount may increase due to additional costs.

2.         When multiple invoicing moments have been agreed, production will only start when the first installment has been paid.

3.         Payment must be made within fourteen days after the invoice date unless otherwise agreed and in the currency indicated by Indall B.V. in the invoice.

4.         After the expiration of fourteen days from the invoice date, the client is in default; the client owes an interest of 2% per month on the recoverable amount from the moment of default and a compensation for administrative costs, calculated at the hourly rate of €130, unless the statutory interest is higher, in which case the statutory interest applies.

5.         If the payment term has expired, Indall B.V. will send a reminder twice. If the invoiced amount is still in default, Indall B.V. will forward the invoice to a collection agency of its choice. The costs for this will be borne by the invoiced party and will be added on top of the original amount. In the second reminder, Indall B.V. must specify the collection costs. Collection costs are always in accordance with the Collection Costs Act.

6.         In the event of liquidation, bankruptcy, or suspension of payment of the client, the claims of Indall B.V. and the obligations of the client towards Indall B.V. will become immediately due and payable.

7.         Payments made by the client will first serve to settle all due interest and costs; secondly, to settle the payable invoices that have been open the longest, even if the client specifies that the payment pertains to a later invoice.

Art. 10 - Cancellation

1.         If the client cancels the recordings for a production, this must be reported 48 hours in advance by phone or in writing to Indall B.V.. These 48 hours are calculated from the moment at which the executing cameraman, director, and/or production manager of Indall B.V. is to leave from Amersfoort to the recording location. If the client fails to do this, Indall B.V. will charge 50% of the recording fee for cancellations from 24 to 48 hours in advance, and the entire fee for less than 24 hours. On cancellation, the post-production costs always expire, unless a part of this has already been performed. Costs already incurred by Indall B.V., including travel and accommodation costs, will also be charged to the client upon cancellation.

2.         If the client decides to cancel the agreement prematurely, Indall is entitled to invoice the hours and costs incurred, with a minimum of 50% of the agreed quote price being applied. If clearly specified milestones exist, these will be taken as leading.

Art. 11 - Force majeure

1.         Indall B.V. is not obliged to fulfill any obligation towards the client if it is hindered by force majeure.

2.         Force majeure is understood to mean, in addition to what is understood in law and jurisprudence, all externally caused events, foreseen or unforeseen, over which Indall B.V. has no control, causing Indall B.V. to be unable to fulfill its obligations. This includes, but is not limited to:

a.          Interruptions in the supply of electricity or internet;

b.         Strikes or work stoppages;

c.          Natural disasters, such as floods, storms, or earthquakes;

d.         Epidemics, pandemics, or government measures that limit the execution of the assignment;

e.         Shortages or delays in the delivery of materials or services from third parties that are essential for the production.

f.            Unavailability of personnel due to illness, absenteeism, or other unforeseen circumstances.

3.         During the period of force majeure, the obligations of Indall B.V. are suspended. If this period lasts longer than three months, both parties are entitled to terminate the agreement in writing, without any obligation to compensate damages.

4.         To the extent that Indall B.V. has partially fulfilled its obligations under the agreement at the time of the occurrence of force majeure, Indall B.V. is entitled to invoice the already executed part separately. The client is obliged to pay this invoice as if it concerns a separate agreement.

5.         If force majeure occurs, Indall B.V. will notify the client in writing as soon as possible, specifying the nature of the force majeure and the expected duration of it.

Art. 12 - Travel and accommodation costs

1.         All travel and accommodation costs are considered additional costs and are not included in the quote. These will be added separately to the final invoice unless otherwise agreed.

Art. 13 - Audio rights

1.         For music used in a production, rights must be paid to the relevant copyright organization. These copyright fees are additional costs, which are not included in the quote. The amount of the rights is determined by the relevant copyright organization. Indall B.V. strives to communicate this to the client in a timely manner. Indall B.V. is responsible for the audio rights until the production is delivered; thereafter, the client is responsible for any extensions or adjustments to the copyrights and related agreements.

2.         For some productions, one or more voice-overs, that is, spoken voices, are used. The costs of a voice-over fall under the additional costs and will be added to the final invoice unless otherwise agreed. The same applies to custom-developed audio and music. The costs for this will always be quoted in advance.

Art. 14 - Promotion

1.         Indall B.V. reserves the right to use all productions for promotional purposes at its discretion, unless otherwise agreed with the client. This applies to all forms of media in which Indall B.V. is involved, including complete productions and footage shot, as well as assignments carried out for a third party. If the client objects in writing within 14 days of delivery, Indall B.V. will not use the production for promotion. If the client objects after this period, Indall B.V. has 60 days to retract the promotional placements.

Art. 15 - Tortilla Media

1.         Indall B.V. is a sister company of (the now-defunct) Tortilla Media and is closely affiliated with it. Based on this, Indall B.V. is permitted to use footage with copyright from and knowledge gained by Tortilla Media at its discretion and to use this as promotional material, for example. If a client has a grounded objection to this, it can be indicated in writing to one of the relevant companies. Tortilla Media is registered as a trade name of Indall B.V..