These general terms and conditions were last modified on January 1, 2024.
In these general terms and conditions, the following terms are used in the following meaning, unless explicitly indicated otherwise:
Nami: The user of these general terms and conditions, located at Manitobadreef 7C, 3565 CH, Utrecht.
Client: The counterparty of Nami.
Agreement: Any mutual acceptance concerning the delivery of services/goods by Nami.
Projects: The services delivered by Nami and related matters. This includes, among other things, the agreement to create video productions, concept and communication advice, and other multimedia products, in the broadest sense of the word, as recorded in a document agreed upon by both parties and the documents that may be declared applicable therein.
Activities: The performance of services and/or provision of advice as mentioned above and/or delivery of goods, in the broadest sense of the word and as stated in the order confirmation, without any subordination and outside employment or contract work. Conditions: These general terms and conditions of Nami.
1. These conditions apply to every offer, quote, and agreement between Nami and a client to which Nami has declared these conditions applicable, insofar as these conditions have not been explicitly deviated from by the parties in writing. Entering into an agreement with Nami implies that the client unconditionally accepts the applicability of these conditions.
2. The present conditions also apply to agreements with Nami, for the execution of which Nami needs to involve third parties.
3. If one or more provisions in these general terms and conditions are at any time wholly or partially null and void or annulled, then the remainder of these general terms and conditions will remain fully applicable. Nami and the client will then enter into consultation to agree on new provisions to replace the null and void or annulled provisions, taking as much as possible into account the purpose and intent of the original provisions.
4. If Nami does not always demand strict compliance with these conditions, this does not mean that its provisions are not applicable, or that Nami would lose the right in any way to demand strict compliance with the provisions of these conditions in other cases.
5. In case these conditions and the agreement contain conflicting provisions, the conditions in the agreement apply. Deviations from these conditions are only valid if they have been explicitly agreed upon in writing and only apply to the specific agreement to which the deviations relate.
6. The applicability of any purchase or other conditions of the client is expressly rejected.
1. Offers and proposals made by Nami are non-binding and revocable unless a term for acceptance is stated in the offer. If no acceptance term is set, no rights can be derived from the offer or proposal if the service or the item to which the offer or proposal relates is no longer available in the meantime.
2. The offer to enter into an Agreement can be made by Nami both verbally and in writing. Only after the Assignment has been accepted by Nami and the written order confirmation has been returned signed by the Client, is it binding for Nami.
3. If the Assignment is provided verbally, or if the signed order confirmation has not yet been received, the Agreement is considered to have been concluded under the applicability of these Conditions at the moment Nami starts the execution of the Assignment at the Client's request. If the Client does not respond to the content of the order confirmation within 2 working days after the request, then it is deemed correct and complete, and the Client and Nami are bound by its content.
4. Providing information or material by the Client to Nami for the execution of the work is equated with making the request as mentioned in paragraph 3.
5. For all offers and proposals, it also applies that they are based on the information provided by the Client. If it turns out to be incorrect and/or incomplete, the Client cannot derive any rights from an (accepted) offer or proposal regarding Nami. Nami cannot be held to its offers or proposals if the Client should reasonably understand that the offers or proposals, or a part thereof, contain an obvious mistake or error.
6. The prices mentioned in an offer or proposal are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and stay, shipping, and administration costs, unless indicated otherwise.
7. Documents, scripts, technical descriptions, designs, calculations, storyboards, and film/video fragments made by Nami or on its behalf remain the property of Nami. They may not be handed over to third parties without his permission or shown to them. They may also not be copied or otherwise reproduced without Nami's permission. If no assignment is granted, these documents must be sent back to him within 10 working days after a request by Nami.
1. Nami is obliged to perform the work assigned to her as a good and diligent contractor. All services by Nami are performed on the basis of an effort obligation unless and insofar as Nami has explicitly promised a result in the written agreement and the respective result has also been defined with sufficient determinacy.
2. If and insofar as a proper execution of the agreement requires, Nami has the right to have certain works performed by third parties. The applicability of articles 7:404, 7:407 subsection 2, and 7:409 BW (Dutch Civil Code) is expressly excluded. Nami will exercise due care when engaging third parties.
3. Nami is not liable for damage resulting from failures of third parties and assumes, if necessary, that each assignment to Nami includes the authority to accept any limitations of liability of third parties on behalf of the client.
4. The client ensures that all data, which Nami indicates as necessary or which the client should reasonably understand as necessary for the execution of the agreement, is provided to Nami in time.
5. If the data required for the execution of the agreement have not been provided to Nami in time, Nami has the right to suspend the execution of the agreement and/or to charge the client for the additional costs resulting from the delay according to the usual rates. The execution period does not commence earlier than after the client has made the data available to Nami.
6. If it has been agreed that the agreement will be executed in phases, Nami can suspend the execution of those parts that belong to a following phase until the client has approved the results of the preceding phase in writing.
7. The shipment of goods to be delivered takes place in the manner indicated by Nami in the Agreement. If the client wishes to receive a shipment differently, the extra costs associated with this are at the client's expense.
Article 5. Delivery and Modification of the Order
1. After receiving the necessary data, texts, and/or visual material, Nami will start creating the agreed goods and/or services as soon as possible and inform the client of the expected delivery time.
2. A delivery time stated by Nami has, unless otherwise agreed in writing, only an indicative effect. Delivery times are always estimated approximately.
3. If it becomes apparent during the execution of the agreement that it is necessary to modify or supplement the work to be performed for a proper execution, the parties will adjust the agreement accordingly in a timely and mutual consultation.
4. If the agreement is modified or supplemented, then Nami is entitled to first execute it after agreement has been reached on all modifications and/or additions, including the time of completion of the work, remuneration, and other conditions. The failure or immediate execution of the modified agreement does not constitute a failure by Nami and is not a ground for the client to terminate or dissolve the agreement.
5. If a fixed fee has been agreed upon, Nami will indicate to what extent the modification or supplement to the agreement results in exceeding this fee.
6. Changes made to an already provided order can result in Nami exceeding the originally agreed delivery time; in that case, article 10 paragraph 11 applies accordingly.
7. If the modification entails a reduction in work, article 8 paragraph 4 applies.
8. Should Nami unexpectedly not be able to meet its obligations within the agreed fatal delivery time, Nami can only be held in default in writing, granting Nami a period of at least 14 days to still meet its obligations.
9. Nami will provide one preview version for producing the final product, which will be described as the "first version". After making this preview version available, there is room for a maximum of one correction round. During this correction round, wishes for adjustment can be communicated to Nami. Corrections can be indicated up to ten working days after the availability of the first version. Wishes for adjustment indicated later can lead to additional costs for the client. However, the wish(es) for adjustment should be considered reasonable. This includes, among other things, correcting titles, name titles, and minor content adjustments.
1. The fee and any cost estimates are in euros and exclusive of VAT and any other government levies.
2. If Nami deems it necessary, Nami is entitled to ask the client for a reasonable advance on the fee for the work yet to be performed. Nami is entitled to suspend the commencement of its work until the advance has been paid or sufficient security has been provided for it.
3. The fee is in no way dependent on the outcome of the assignment. The sales tax is at the expense of the client.
4. If no fixed amount for a certain assignment or per calendar year/book year has been agreed upon between the client and Nami, the fee will be determined based on the hourly rate and the total time spent by Nami.
5. Nami is at all times entitled to increase the fee without the client being entitled to dissolve the agreement for this reason if the increase in
price results from an authority or obligation as a result of legislation or regulations or its cause lies in an increase in, for example, wages or on other grounds that were not reasonably foreseeable at the time of entering into the agreement.
6. Moreover, Nami may increase the fee when it appears during the execution of the work that the originally agreed or expected amount of work was underestimated to such an extent at the conclusion of the agreement, and this is not attributable to Nami, that it cannot reasonably be expected from Nami to perform the agreed work against the originally agreed fee. If the increase in this and the previous paragraph exceeds 10%, the client has the right to terminate the agreement with immediate effect. If an increase occurs during the first three months after the conclusion of the agreement, the client can terminate the agreement regardless of the percentage of the increase.
7. All travel and accommodation expenses and costs for the purchase of music rights are considered additional costs and are not included in the quote unless otherwise stated. These will be added separately to the final invoice. Nami is not obliged to hand over the physical receipts to the client. Nami applies a mileage allowance of €0.40 per km.
8. The client is obliged to reimburse all further reasonable expenses incurred by Nami in the execution of the assignment.
9. The fees, possibly increased with declarations of expenses or of engaged third parties, including the owed sales tax, are invoiced to the client per phase or after completion of the work.
10. Cancellation of an assignment within 48 hours before the start of the work will be charged at a rate of 50% of the quoted labor costs and 25% of the equipment costs. Costs for the cancellation of materials, equipment, freelancers, and services hired by Nami will be fully charged to the client according to the conditions of the respective party.
1. Payment must always be made within 30 days after the invoice date, in a manner to be indicated by Nami.
2. For agreements representing a value of more than €6,000.00 excl. VAT or for assignments where Nami has to rent materials from third parties or incurs costs with third parties, the client is obliged to make a down payment of 50% of the total amount of the agreement within fourteen days after agreeing to the assignment or entering into an agreement. After completing the project, the client will receive an invoice for the remaining 50%.
3. If the client fails to make a timely and/or full payment of an invoice, then the client is in default by operation of law. The client will then owe interest of 10% per month or part of a month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the due amount will be calculated from the moment the client is in default until the moment of payment of the full amount due.
4. The client is never entitled to offset what he owes to Nami. Objections to the amount of an invoice do not suspend the payment obligation. The client who does not appeal to section 6.5.3 of the Dutch Civil Code is also not entitled to suspend the payment of an invoice for any other reason.
5. If the client is in default or in breach of the (timely) fulfillment of his obligations, then all reasonable costs incurred in obtaining satisfaction out of court are for the account of the client. The extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to "Rapport Voorwerk II". However, if Nami has incurred higher costs for collection that were reasonably necessary, the actual costs incurred are eligible for reimbursement. The possible made judicial and execution costs will also be recovered from the client. The client also owes interest on the due collection costs.
1. The agreement is entered into for a definite period unless the nature or scope of the granted assignment implies that it has been entered into for an indefinite period.
2. Both the client and Nami are at all times entitled to terminate the agreement for an indefinite period by means of termination. Judicial intervention is not required for this. Such termination must be done by registered mail and observing a notice period of 2 (two) months.
3. The agreement for a definite period cannot be terminated prematurely unless there are urgent circumstances as a result of which it cannot reasonably be demanded from the client or Nami that the agreement of assignment continues any longer. This must be communicated to the other party in writing and motivated. This is without prejudice to the obligation of the client to pay the full agreed fee.
4. If the client has prematurely terminated the agreement entirely or partially by mutual consent, Nami is entitled to compensation for the occupancy loss incurred on his side and demonstrably made, as well as additional costs he reasonably had to make as a result of the premature termination of the agreement. This unless there are facts or circumstances underlying the premature termination that can be
attributed to Nami.
5. In the event that one of the parties becomes bankrupt, applies for a 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. Nami is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if: (1) the client does not fulfill the obligations from the agreement fully or on time; (2) after the agreement has been concluded, Nami learns of circumstances giving good ground to fear that the client will not fulfill the obligations; (3) at the conclusion of the agreement, the client was requested to provide security for the fulfillment of his obligations from the agreement and this security is not provided or is insufficient; (4) if due to the delay on the part of the client, it can no longer be demanded from Nami that he will fulfill the agreement under the originally agreed conditions.
7. Nami is also authorized to suspend the issuance of documents or other items to the client or third parties until all due claims on the client have been fully paid.
8. If the progress in the execution or delivery of the work is delayed by default of the client or by force majeure on his side, Nami can charge the full agreed amount, without prejudice to his right to claim further costs, damage, and interest.
9. If the agreement is dissolved, the claims of Nami on the client are immediately due and payable.
1. Some productions involve the use of one or more voice-overs, i.e., recorded voices. The costs of a voice-over fall under the additional costs not included in the quote, unless stated otherwise. Unless agreed upon in writing, these will be added separately by Nami 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 an author's rights organization such as Buma/Stemra, SENA, Stichting SYNC, or a similar organization. The client is always ultimately responsible for the registration, fee, and payment of these author's rights.
3. These author's rights are additional costs, not included in the quote. The amount of the rights is determined by the respective author's rights organization.
4. Nami can provide an estimate of these costs as a PM post, but no rights can be derived from this. The actual costs, determined by the author's rights organization, must be paid by the client to the respective organization.
5. Nami will provide the client with all the information necessary for the possible administrative handling of the Buma/Stemra fees.
6. If Nami receives an invoice and/or levy from Buma/Stemra, SENA, Stichting SYNC, or a comparable organization due to negligence and/or incorrect action by the client, the client is obliged to pay this invoice and additional costs. In these cases, Nami will always charge an administrative fee of €400.00, in addition to other additional costs resulting from this.
1. Nami will perform its work to the best of its ability and thereby observe the care that can be expected from Nami. If an error is made because the client has provided incorrect or incomplete information, Nami is not liable for the resulting damage.
2. Nami is not responsible or liable for the content of material supplied by the client.
3. The client is liable for all damage that Nami may suffer as a result of a failure attributable to the client to fulfill the obligations arising from the agreement and these conditions.
4. Changes in the client's data must be communicated in writing to Nami by the client immediately. If the client fails to do so, the client is liable for any damage Nami suffers as a result.
5. In case of a attributable failure in the fulfillment of the agreement, Nami is only liable for substitute compensation, i.e., compensation for the value of the omitted performance.
6. Therefore, Nami's liability is limited to the fee Nami has received for its work within the framework of the agreement. For agreements with a longer duration than six months, a further limitation of liability applies to a maximum of the fee over the last six months.
7. Moreover, the total liability of Nami is limited to the amount paid out in the respective case under the concluded business liability insurance, increased by the amount of the deductible. Nami may offset the obligation to compensate the damage with unpaid invoices and resulting interest and costs.
8. The aforementioned limitations of liability do not apply if there is gross negligence or intent by Nami.
9. Nami is not liable for persons Nami has engaged at the instruction of the client.
10. If there is liability, Nami is only liable for direct damage. Nami is not liable for other direct, indirect, and/or consequential damage (including but not limited to lost profits, business stagnation costs, loss of relationships, etc., resulting
from any delay, loss of data, goodwill, exceeding of a delivery term, and/or detected defects) other than direct financial damage suffered by the client.
11. As far as the client and Nami have agreed on terms within the agreement of the assignment or during the execution of the assignment, within which the work must be performed, these terms, unless explicitly agreed otherwise in writing as in an agreement of assignment for a definite period, are indicative. Their exceeding will never constitute a failure in the fulfillment of the obligation of Nami and therefore does not give the client the right to claim compensation and/or dissolution of the agreement. In case of exceeding a term, the client must therefore put Nami in default in writing. Nami should be given a reasonable period to still execute the agreement.
12. The client is obliged to notify Nami in writing within one month after the client has noticed or could reasonably have noticed an incorrectness in the execution of the agreement and the potential damage risk resulting from it.
13. If the notification referred to in the previous paragraph is not made or is made too late, Nami is in no way obliged towards the client to undo the suffered damage in a way that matches and connects to the content of the assignment and the nature of the work.
14. The client indemnifies Nami for all claims that third parties may pretend and exercise towards Nami for compensation of suffered damage, incurred costs, lost profits, and other expenditures that are in any way related to and/or result from the execution by Nami of the assignment.
15. After twelve months from the day of providing the advice, every right of the client against Nami regarding damage caused by any shortcomings and/or errors by Nami in the execution of the agreement expires.
1. Nami is not obliged to fulfill any obligation towards the client if he is hindered due to a circumstance that is not due to fault, and neither under the law, a legal act, or according to generally accepted standards, comes at his expense.
2. In these general terms and conditions, force majeure is understood, in addition to what is understood in this area by law and jurisprudence, to mean all external causes, foreseen or unforeseen, over which Nami cannot exert influence, but as a result of which Nami is unable to fulfill his obligations. Such force majeure circumstances include in any case the impossibility of executing the agreement due to hindrance of third parties engaged by Nami, as well as the impossibility for Nami due to illness, strikes, disruptions in energy supplies, traffic disturbances, disturbances in transport and post and/or telecommunications as well as malfunctions in networks, infrastructure, and computer hacking. The enumeration is not exhaustive.
3. Nami can suspend the obligations from the agreement during the period that the force majeure continues. If this period lasts longer than three months, then either party is entitled to dissolve the agreement, without obligation to compensate damages to the other party.
4. Insofar as Nami has partially fulfilled his obligations from the agreement at the time of the occurrence of force majeure or will be able to fulfill them, and the fulfilled respectively to be fulfilled part has independent value, Nami is entitled to invoice the already fulfilled respectively to be fulfilled part separately. The client is obliged to pay this invoice as if it were a separate agreement.
1. The client is obliged to inspect the delivery immediately after the delivery whether Nami has properly fulfilled the agreement and is furthermore obliged to notify Nami immediately in writing as soon as it appears otherwise.
2. Complaints about the delivered services/goods must be reported in writing by the client to Nami at the latest within 14 days after discovery, but no later than within 30 days after delivery of the relevant service/good. The notice of default must contain as detailed a description as possible of the shortcoming, so that Nami is able to respond adequately.
3. If a complaint is founded, Nami will still deliver the services/goods as agreed, unless this has meanwhile become demonstrably pointless for the client. The latter must be made known by the client in writing.
4. The performance of the agreement is considered between parties as proper if the client has failed to conduct the investigation or the notification as referred to in paragraph 1 of this article in time.
5. The performance/film of Nami is in any case considered proper between parties, if the client has put the delivered or a part of the delivered into use, has processed or has had it processed, has delivered to third parties, respectively, has put into use, has had processed or delivered to third parties, unless the client has observed the stipulated in the first paragraph of this article.
6. If the performing of the agreed work or delivering the goods is no longer possible or meaningful, Nami will only be liable within the limits of Article 10.
7. Nami will hand over one first version of the final product to the
client for delivery of the final product. The client has, based on this first version, the right to indicate corrections or adjustments once, which will be carried out by Nami. However, the demand for adjustment must be considered reasonable. This includes, for example, adjusting name titles, credits, and limited adjustments to the content or structure of the film. The demand for adjustment must be communicated to Nami within five working days after transferring the first version.
1. Unless any statutory regulation, a rule or another rule requires her to do so, Nami is obliged to keep confidential towards third parties all confidential information obtained from the client. The client can release Nami from this confidentiality. Information is considered confidential if this has been communicated by the other party or if this results from the nature of the information.
2. Without written permission from the client, Nami is not entitled to use the confidential information that has been made available to her by the client for a purpose other than for which it was obtained. However, an exception is made in the case where Nami acts for herself in disciplinary, civil or criminal proceedings where this information might be important.
3. Unless there is any statutory provision, rule or other rule that obliges the client to disclosure or when Nami has given prior permission to do so, the client will not provide the content of reports, advice or other whether or not written expressions of Nami, to third parties.
1. All items brought into existence or delivered by Nami within the framework of the agreement remain Nami's property until all amounts due by the client have been fully paid.
2. Nami will store the items entrusted to her by the client within the framework of fulfilling the agreement with the care of a good custodian. However, Nami is not liable for damage to entrusted items and storage of files.
3. Nami will store the film footage or other works made for the client for a maximum period of two months. Against an additional fee and agreed in an agreement, Nami can store the created film footage or other works for a longer period.
4. Nami is not responsible for the loss of film footage or other works due to unforeseen circumstances such as computer crashes, fire, burglary or other unforeseen situations. Nami is nevertheless not liable for damage to the entrusted items and storage of files.
1. Nami reserves the rights and powers that are her due on the basis of the Copyright Act. The ownership of projects delivered by Nami such as video productions, provided ideas, images, concepts, scripts, storyboards, illustrations or (proof) designs etc., therefore remains entirely with Nami. They may therefore not be multiplied, reproduced or edited without written permission from Nami.
2. It is possible to buy off copyrights in agreement with Nami. Through a licensing fee or royalty fee, an agreed form of use can be established to legally permit this use for the Client.
3. By giving an order for the use, multiplication or reproduction of items protected by the Copyright Act or any industrial property right, the client declares that no infringement on the copyright or industrial property right of third parties is made and indemnifies Nami in and out of court for all consequences arising from the use, multiplication or reproduction.
4. Unless explicitly agreed in writing, the assignment does not include the execution of research into the existence of patent rights, trademark rights, design or model rights, copyright and portrait rights of third parties. The same applies to a possible investigation into the possibility of such forms of protection for the Client.
5. Unless the project does not lend itself to this, Nami is at all times entitled to mention or remove his name here. Without prior permission, the client is not allowed to produce, make public or multiply the project without mentioning the name of Nami.
6. When the Client fully complies with his obligations resulting from the agreement with Nami, he acquires an exclusive license to use the project as far as this concerns the right of publication and reproduction in accordance with the destination agreed upon in the assignment. If no destination has been agreed upon, then the licensing remains limited to that use of the project, for which there were definite plans at the time of giving the assignment. These plans must have been made known demonstrably to Nami before the conclusion of the agreement.
7. The client receives from Nami a license for the use of copyright protected works, which are made by Nami in the execution of an assignment on behalf of the client. This license applies only as long as the client meets the financial obligations related to the provision of the copyright protected work. The license applies exclusively to the use of the respective work by the client himself, or his legal successors. Licenses that relate to the use of music and/or music pieces fall outside this provision. The client himself is responsible for arranging the necessary music licenses.
8. All projects made by Nami have, unless explicitly stated otherwise,
no license agreement for use outside the Netherlands. The costs for permission or a license for use outside the Netherlands will, unless agreed upon in advance, be billed separately in accordance with the standards prevailing in the industry.
9. The costs of obtaining licenses from third parties for copyrighted material to be used in the execution of the agreement will be borne by the Client. Copyright material includes but is not limited to: fonts, software, corporate identity elements, photos, videos, stock images, and compositions. These costs are obligatory to take and the Client is fully responsible for this.
10. The 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 the image right of, for example, buildings, artworks, or locations. The costs for the registration and purchase of these rights are at the expense of the Client and will, unless otherwise agreed, be billed additionally.
11. Nami has the right to make a video production or fragments thereof public and/or to (have) multiplied for her own promotion, for example, a showreel, the internet, an overview exhibition, film festival or a similar event or for events and media aimed at demonstrating and promoting the work, products or services of Nami, without prior permission being required and without any compensation needing to be paid. This provision also includes all scripts, designs, and all recordings also called "raw material".
12. However, the use by Nami is only possible after the project or video production has already been made public.
13. The client is not allowed to use parts of a delivered production as part of another production. It is also not allowed to adjust or re-edit a delivered product without written permission from Nami.
1. Only Dutch law applies to all agreements between the client and Nami.
2. If the parties have a dispute arising from the agreement, they will try to come to a solution in consultation.
3. If the consultation does not lead to a solution, then the parties can submit the dispute to the competent court in the District Court of Utrecht, unless the law prescribes otherwise.
1. These conditions will be sent by Nami free of charge upon request. The conditions are also available for consultation, copying, and storage via the website www.namifilm.nl
2. Always applicable is the last deposited version or the version as it was valid at the time of the establishment of the legal relationship with Nami.
3. The Dutch text of the general terms and conditions is always decisive for the interpretation thereof.
Office
Manitobadreef 7C
3565 CH Utrecht
The Netherlands
Postal Address
Manitobadreef 7C
3565 CH Utrecht
The Netherlands
