Additional Terms and Conditions Creative Studio
1. Additional definitions
a. Result: the end product as delivered by Team5pm to the Client.
2.1. These conditions apply additionally to the general Terms and Conditions in the event that Team5pm advises the Client on the organization and production of and / or execution of (parts of) one or more video productions by Team5pm.
2.2. Unless explicitly stated otherwise, the definitions used in the general Terms and Conditions apply to these additional conditions as well.
2.3. In the event that an Agreement is concluded for the production of a series of video productions, separate Agreements shall be deemed to exist for each video production with regard to the facilities and/or services to be provided for that video production.
3. Creative Studio Services
3.1. Team5pm makes every effort to carry out the Assignment with the greatest extend of care as possible, and to represent the interests of the Client to the best of its knowledge and to strive for a Result that can and may be expected of a reasonable and professionally acting contractor. As far as possible, Team5pm will make every effort to include the input of the Client while editing recordings, whether or not during the feedback rounds in accordance with clause 3.4. With regard to an Assignment, Team5pm is permitted to carry out everything that has not been explicitly prescribed in writing by the Client according to its own technical and creative insight, without this being a reason for rejection, discount, compensation or dissolution of the Agreement.
3.2. Team5pm is allowed to engage third parties to carry out its Services. Team5pm is not liable for any errors or negligence regarding the services performed by these third parties.
3.3. The success of the preparation and execution of the Assignment by Team5pm is a joint effort and therefore also depends on the cooperation of the Client for matters such as providing data, clear instructions, documentation, materials, etc. If the Client is present during recordings, the Client guarantees that the employee in question is suitable and mandated on behalf of the Client. Recordings made for the execution of the Assignment will not be re-recorded. This also applies if no suitable and mandated employee on behalf of the Client was present during recordings. If recordings have to be rescheduled at the request of the Client or – contrary to the aforementioned – are being re-recorded, the resulting costs will be incurred by the Client.
3.4. Unless explicitly agreed otherwise in the Agreement, there are 2 feedback rounds after the preliminary Result. Feedback round 1 takes place after recording and first editing. Parties will record in writing whether the Result has been approved, or – if not – what parts of the recording still needs editing. If the Agreement does not state a term, the Parties agree that Team5pm will edit the discussed parts within a maximum of 10 working days. The proposed adjustments for editing have to be reasonable. This includes, amongst others, the correction of titles, name titles and other similar minor adjustments. If the proposed adjustments deviate from what was initially agreed upon in the Assignment, the Parties will discuss the additional costs. Feedback round 2 takes place after the Team5pm has edited the proposed adjustments of feedback round 1. The aforementioned regarding feedback round 1 applies to feedback round 2 as well. When feedback round 2 is completed, the Result is deemed to have been accepted.
3.5. If Parties have agreed that the Assignment will be carried out in several stages, Team5pm can suspend (opschorten) the execution of work that belongs to a subsequent stage until the Client has approved (or is deemed to do so) in writing that the preceding phase is approved. Extra costs that are the result of a suspension due to late approval by the Client will be borne by the Client.
3.6. The total amount for the Assignment is an estimation as accurate as possible. If the hours spent are higher than initially budgeted, Team5pm is allowed to adjust the agreed amount accordingly.
4. Intellectual Property Rights
4.1. Unless agreed upon otherwise in writing, the Client holds the Intellectual Property Rights relating to the Content, insofar as it relates to Content existing prior to the Agreement.
4.2. All pre-existing Intellectual Property Rights used by Team5pm during the Agreement to provide its Services, remain vested in Team5pm or its licensors. All Intellectual Property Rights relating to the Results and concepts, program (formats), program(s), program (concepts), presentations and all related works such as – but not limited to – wording, music, and/or logos developed by Team5pm are vested in Team5pm. The Client shall have no title or ownership therein. Team5pm provides the Client a license to use such Intellectual Property Rights, that is unrestricted, non-exclusive, non-assignable and cannot be sublicensed.
4.3. If the Intellectual Property Rights contain other intellectual property rights of third parties, a right of use applies to the Client in accordance with the applicable agreements about these Intellectual Property Rights between Team5pm and the third party to whom the intellectual property rights belong and from whom Team5pm has obtained the right of use.
4.4. All Intellectual Property Rights regarding the Result developed by Team5pm may only be used in its original form and within the agreed framework of use between Parties. Any additional use requires the prior written consent of Team5pm. The Client is not permitted to remove or change any indication concerning copyrights, brands, trade names or other intellectual or industrial property rights from the reports, productions or materials. If the Client has Team5pm’s written consent, the Client can only publish and/or reproduce the reports, productions, designs developed or made available pursuant to the Agreement, if the source is acknowledged at all times (5PM Studio B.V. or Team5pm).
4.5. Team5pm acknowledges that the intellectual property rights of the provided logos and brand of the Client rest with the Client. Team5pm guarantees that it will not infringe these rights and that it will only use the provided materials for the execution of the Agreement.
4.6. The Client indemnifies Team5pm against all claims by third parties relating to a (claimed) infringement by such third parties of the Intellectual Property Rights that are made available to Team5pm by the Client (including comparable claims relating to knowledge, unfair competition and the like). At Team5pm’s first request, the Client will take over the defence of any legal proceedings relating to such claims, of which existence Team5pm will notify the Client as soon as possible and for which Team5pm will provide the Client all the required powers of attorney and assistance. Furthermore, the Client indemnifies Team5pm for all damages and costs awarded against Team5pm in such legal proceedings, including any attorney’s fees. Team5pm also reserves the right to use the knowledge increased by the execution of the work for other purposes, insofar as no confidential information is disclosed to third parties.
4.7. By signing and taking the Agreement into account, the Client also transfers to Team5pm the right to unrestricted use of the name and image of the Client via any medium, for activities relating to promotion, marketing and publicity. ”Media” means, among others, radio, magazines, newspapers, promotional material, the internet, as well as internet-related applications (so-called digital extensions) and telecommunications services.
5. Invoicing and payments
5.1. Unless agreed otherwise in the Agreement, 75% of the estimated agreed amount for the Assignment will be invoiced in advance upon signing the Assignment. The remainder of total amount will be invoiced when the Assignment is completed. Subsequent fees will be invoiced monthly in arrears during the Assignment.
6.1. In addition to clause 16 (liability) in the general Terms and Conditions, the following applies:
a. everything that has been brought in or is located at a recording/production location by or on behalf of the Client, is there at the expense and risk of the Client. Team5pm is not responsible for insuring and/or monitoring, unless Parties explicitly agreed this in writing.
b. In the event of co-productions, in addition to the co-producer, the Client will remain joint and severally liable for the entire execution of the Agreement.
7.1. The Agreement commences on the date on which it is signed by both Parties and ends, when notice is received in time, after the agreed period or upon completion of the Assignment by delivering the Result. The Parties will consult with each other before the Agreement’s end date to discuss a possible renewal and its term. Unless agreed otherwise, the Agreement will be automatically renewed with one month if no timely notice has been given.