Story Collective
Keerpunt 12
1013 DK Amsterdam

Chamber of Commerce No. 77720032

1. Applicability

1.1. These terms and conditions apply globally to all offers, deliveries of goods, services and / or otherwise from and by Story Collective, including all agreements made for the creation of films.

1.2. Provisions that deviate from these terms and conditions will only be part of the agreement between Story Collective and the other party (hereinafter collectively “the parties”) if and insofar the parties have expressly so agreed in writing.

1.3. The being void, voidable or otherwise non-applicability of (part of) a provision of these terms and conditions shall not affect the validity of the remaining provisions.

1.4. Unless expressly agreed otherwise in writing, general conditions of the other party shall not apply. If and insofar as general conditions of the other party are applicable and are in conflict with these terms and conditions, these terms and conditions shall prevail.

1.5. For the benefit of foreign clients these terms and conditions also available in English. In case of differences between the English and the Dutch text, the Dutch text shall prevail.

2. Agreement and quotation

2.1. Unless explicitly stated otherwise, all offers of Story Collective are noncommittal.

2.2. All Story Collective offers are based on information supplied by or on behalf of the other party. The other party is responsible for the accuracy and completeness of this information. Story Collective has no obligation to investigate in respect thereto.

2.3. An agreement between Story Collective and other party is made possible by confirmation by both parties, by the ordering of activities by the other party, and by way of Story Collective proceeding to the provision of the services and / or goods that are the subject of the offer made by Story Collective for that agreement.

2.4. Additions and / or changes to the contract only bind Story Collective after explicit and written acceptance by Story Collective.

2.5. Story Collective puts together its proposals based on an estimate of the required work hours for project preparation, implementation, recording, editing, use of materials and other project related matters. Story Collective determines these hours in all fairness. If the other party wishes additions or amendments to the agreement to be made, or wishes that additional activities take place that are not yet included in the offer, the corresponding additional amount of hours made will be charged on top of the invoice amount agreed upon in the quotation, based on the rates resulting from the quote.

2.6. Unless expressly agreed in writing, the other party shall, in addition to the agreed fee between the other party and Story Collective, also be obliged to compensate Story Collective for the performance of the contract costs incurred, including costs of licenses and other fees charged by suppliers. If that fee per copy exceeds EUR 250,- and that cost is not included in the originally agreed fee, Story Collective will then inform the other party before making these costs.

2.7. All prices are exclusive of sales tax, other levies imposed by the government and any packaging and shipping costs.

3. Payment

3.1. All invoices must be paid by the other party within thirty (30) days after date of invoice. If payment is not made within the applicable period, the other party is legally in default without prior notice being required.

3.2. Costs incurred by Story Collective to recover its claim against the other party are fixed at fifteen percent of the principal amount of the claim, with a minimum of EUR 250,-, except in that the other party can be held to reimburse the actual costs incurred by Story Collective instead of that percentage of the principal amount. The subsequent collection costs and interest will be recovered from the other party.

3.3. Story Collective is always entitled to claim security for the timely payment by the other party. If the other party does not cooperate or does not cooperate in due time with requested security, Story Collective is entitled to suspend the provision of services and / or goods.

3.4. If the agreement between the other party and Story Collective is made, half of the agreed amount will be charged to the other party. After completion, the remaining amount will be charged to the other party. Each payment is intended to settle the oldest outstanding invoice.

3.5. If a contract is moved or canceled less than 48 hours before the start of a day of shooting, Story Collective will charge 50% of the agreed amount.

3.6. The other party will in no way have claim to discount, settlement or suspension.

4. Performance of the assignment

4.1. Story Collective carries out assignments to the best of her knowledge and ability on the basis of the agreement made.

4.2. For each assignment, the other party shall designate one contact person. All communication between Story Collective and the other party goes through this person. The contact person has the responsibility to act in the name of the other party.

4.3. Story Collective has the right to commission third-party activities.

4.4. The singular exceeding of a delivery deadline does not bring Story Collective in default and, unless by intent or gross negligence of Story Collective, does not give the other party the right to terminate the agreement. The parties will then enter into negotiations as soon as possible in order to establish a new delivery deadline.

4.5. If it is agreed that the agreement will be executed in phases, Story Collective can suspend implementation of those parts belonging to a following phase until the other party has approved the results of the preceding phase.

4.6. During recording and editing, Story Collective has the right to apply changes with respect to the script discussed with the other party.

4.7. The other party is entitled to one correction round in order to adjust the edited film. Subsequent corrections will be charged to the other party, based on the rates resulting from the quotation.

5. Force majeure

5.1. If, as a result of force majeure, Story Collective cannot in a reasonable or timely fashion fulfill its obligations under the agreement, including any agreed warranty obligation between other party and Story Collective, those obligations will be suspended until Story Collective is again able to complete the obligations in the agreed manner, without Story Collective being in default with respect to the performance of those obligations and without the possibility that Story Collective can be held liable for damages.

5.2. Force majeure is defined as, but not limited to: (i) force majeure of Story Collective suppliers, (ii) the improper performance of obligations by suppliers prescribed to Story Collective by the other party, (iii) inadequate materials, goods or software of the other party or others whose use is prescribed by the other party to Story Collective, (iv) government measures, (v) electricity failure, (vi) failure of the internet, computer or telecommunication facilities, (vii) war, (viii) manpower, (ix) strike, (x) general transport problems, (xi) the unavailability of one or more employees or (xii) other stagnation in the normal course of business within its operations and (xiii) natural disasters.

5.3. If the situation referred to in the first paragraph occurs for a period longer than ninety days, the other party is entitled to terminate the contract in writing; in whole or in part and with immediate effect. In that case, that which has already been performed by Story Collective at the time of termination will be reimbursed proportionately.

6. Retention of title

6.1. Unless expressly agreed otherwise in writing, all materials used and / or made available to the other party by Story Collective in the implementation of the agreement, including but not limited to tapes, pictures and other goods, remain property of Story Collective or its suppliers, even if the other party has paid compensation for their development or acquisition by Story Collective.

6.2. Upon termination of the agreement the other party shall, at the first request of Story Collective, provide full cooperation, free of charge, in the removal by Story Collective of the materials referred to in the preceding paragraph, or the other party shall, at the discretion of Story Collective, on the first request of Story Collective return all materials in its possession to Story Collective. If Story Collective requests the other party to destroy its copies of the materials after the end of the license, the other party shall proceed to do so and certify in writing to Story Collective that the destruction has occurred.

6.3. If the other party and Story Collective have agreed that Story Collective transfers ownership of goods to the other party, Story Collective will only transfer the property as soon as the other party has settled all amounts due, including not yet due amounts, interest and costs.

7. Intellectual property / Right of portrayal

7.1. Unless explicitly agreed otherwise in writing, Story Collective retains all copyrights, database rights, trademark rights and other (intellectual and industrial) property rights with respect to what it used in, or developed for, the agreement or that it otherwise used or developed (including works within the meaning of the Copyright Act) in the implementation of the agreement.

7.3. The other party shall only be entitled to to disclosure, reproduction and / or amendment of the work delivered and / or made available by Story Collective if and insofar expressly agreed in writing between the other party and Story Collective or if it reasonably arises from the scope of the agreement.

7.4. Raw footage remains the property of Story Collective and may be used by Story Collective and / or sold to third parties, taking into account the reasonable foreseeable interests of the other party. Story Collective has no obligation to retain the raw footage.

8. Liability

8.1. Story Collective is not liable for damages, direct or indirect, in any form – whether or not caused by third parties – suffered by the other party, unless this damage is caused by intent or gross negligence on the part of Story Collective.

8.2. Only if and insofar as in any particular case it was held that the exclusion of liability in the first paragraph is unreasonably onerous, the liability of Story Collective towards the other party for any failure to perform, together with all unlawful acts committed by Story Collective, is limited to the amount of the payable fee by the other party to Story Collective (excluding VAT), lessened by the fee Story Collective charged the other party for goods and / or services of third parties, for the agreement to which the failure(s) apply or, in the case of an unlawful act, the agreement between the other party and Story Collective.

8.3. In the case of a continuing contract the height of the maximum liability of Story Collective referred to in the preceding paragraph shall take the agreed sum per calendar year determined under this agreement into account. The total liability of Story Collective in case of a continuing contract is in any case limited to EUR 25.000,-

8.4. Under any circumstances, Story Collective is not responsible for:
a) damage for the other party or third parties, resulting from the provision of incorrect or incomplete information by the other party, or otherwise resulting from an improper act or omission of the other party or persons appointed by the other party or persons whom the other party is otherwise responsible for;
b) mutilation, destruction or loss of data;
c) damage for the other party or third parties resulting from an act or omission by auxiliary persons appointed by Story Collective (employees of Story Collective not included), even if they are employed by an organization affiliated with Story Collective;
d) indirect or consequential damages for the other party or third parties, including but not limited to damage due to business interruption, lost profits, lost savings, loss of goodwill, loss in connection with the use of matter prescribed by the other party to Story Collective, materials or software from third parties and damage relating to involvement of suppliers prescribed by the other party to Story Collective.

8.5. Story Collective is not liable for damage or loss of data or goods in transit or during their transmission, whether transport or shipment is made by or on behalf of the other party, Story Collective or third parties.

8.6. the other party will take adequate measures to prevent and limit the consequences of shortcomings in the realization of the agreement by Story Collective.

8.7. Story Collective always has the right, if and to the extent possible, to undo or limit the damage of the other party by recovery or improvement of inadequate services and / or goods. Story Collective also always has the right, instead of still fulfilling its commitments, to pay for the damage for which it is liable due to breach of the agreement.

8.8. A claim for compensation must be submitted to Story Collective within two months after the other party has discovered or could reasonably have discovered the damage, failing which the other party’s right to compensation expires.

8.9. The other party indemnifies Story Collective against all damages, losses, costs, claims of any nature whatsoever arising from the (imminent) failure to fulfill and / or properly fulfilling of any obligation, insurance and / or warranty contained in this agreement including claims of shareholders, directors and staff of the other party, as well as affiliated legal entities and businesses and others involved in the organization of the other party relating directly or indirectly to the implementation of the agreement.

8.10. The other party indemnifies Story Collective against all damages, losses, costs, and claims of any nature whatsoever arising from third parties, including liability with respect to any infringements of third party rights, including but not limited to copyrights, trademark rights and rights regarding personal data, due to the implementation of this agreement by Story Collective, if those claims arise from the use of property and / or personal data owned by third parties at the request of the other party.

9. Termination and cancellation

9.1. Story Collective is entitled to terminate the contract, in any event, within fourteen days after the realization thereof by the other party without becoming liable for damages.

9.2. Story Collective can terminate the agreement without becoming liable for damages without prior formal notice per immediate termination (whether fully or partially) if (without hereby giving an exhaustive list):
a) the other party fails to meet its payment obligations;
b) the other party requests suspension of payments;
c) the other party is declared bankrupt;
d) the other party is a legal entity and is dissolved.

9.3. If the agreement is terminated the other party shall be obliged to immediately pay the fee payable to Story Collective, including but not limited to the reimbursement of expenses Story Collective has created for the execution of the agreement and the preparation thereof, as well as the part of the agreed fee which is relatively equal to that portion of the agreement as was performed before the termination to the extent that this does not consist of aforementioned costs.

9.4. In case of termination due to a breach of the contract by the other party, the other party shall be liable for all damages, direct or indirect, in any form whatsoever, that Story Collective suffers due to the dissolution.

9.5. The termination or dissolution of the contract do not relieve the other party or Story Collective from their ongoing obligations therefrom. The termination or dissolution of the contract expressly does not relieve the other party or Story Collective from the provisions relating to liability, disclaimers, applicable law and jurisdiction and other provisions which by their nature are intended to continue after termination or dissolution.

10. Final Provision

10.1. All agreements and obligations arising between Story Collective and the other party are governed by Dutch law.

10.2. Any disputes arising out of or related to an agreement between Story Collective and the other party shall, to the exclusion of any authority whatsoever, be submitted for settlement to the competent court of the district of the Amsterdam Court.

Amsterdam, January 1 – 2020