1.ARTICLE

GENERAL PROVISIONS 

1. These general terms and conditions apply to every offer from Blueprint Studios and to any Agreement.

2. These general terms and conditions also apply to Agreements executed by third parties on behalf of Blueprint Studios.

3. The applicability of any general terms and conditions of the Client is hereby expressly rejected.

4. Deviations from these general terms and conditions must be expressly agreed upon in writing, for example, through the offer provided by Blueprint Studios and accepted by the Client. If and to the extent that what the Parties have expressly agreed in writing deviates from what is stipulated in these general terms and conditions, what the Parties have expressly agreed in writing applies.

5. The nullity or invalidity of one or more provisions in these general terms and conditions or in the Agreement as such does not affect the validity of the other provisions. In such a case, the Parties are obliged to consult with each other to arrange a replacement provision concerning the relevant provision. The aim and scope of the original provision shall be preserved as much as possible.

6. If Blueprint Studios does not always demand strict compliance with these general terms and conditions, this does not mean that the provisions of these general terms and conditions are not applicable, or that Blueprint Studios would lose the right to demand strict compliance with the provisions of these general terms and conditions in other cases. 

   
   

2.ARTICLE

OFFERS AND CONCLUSION OF AGREEMENTS 

1. Every offer from Blueprint Studios is non-binding, even if a deadline for acceptance is stated in the offer. Each offer from Blueprint Studios may be revoked by Blueprint Studios, immediately or in any case as soon as possible after its acceptance by the Client.

2. The Client cannot derive any rights from an offer from Blueprint Studios if that offer contains an obvious mistake or error, or from an offer from Blueprint Studios that is based on incorrect or incomplete information provided by the Client.

3. Notwithstanding the provisions of paragraph 1, every Agreement comes into effect when the Client accepts the offer from Blueprint Studios in the manner indicated by Blueprint Studios. If the acceptance by the Client deviates from the offer in the quotation, the Agreement will not come into force according to this deviating acceptance, unless Blueprint Studios indicates otherwise. 

   
   

3.ARTICLE

CANCELLATION AND RESCHEDULING BY THE CLIENT 

1. If the Client cancels the Agreement after it has been concluded, the following cancellation policy applies: • In case of cancellation up to the 7th day (exclusive) before the (first) recording day, the Client is obliged to pay proportionately for already delivered Services and costs incurred up to the moment of cancellation; • In case of cancellation from the 7th day (inclusive) before the (first) recording day, the Client owes cancellation costs amounting to 50% of the agreed total price.

2. If the Client requests a postponement of this specific recording day within seven days before the (first) recording day, Blueprint Studios is entitled to charge 50% of the total amount due by the Client, unless such an advance payment has already been made. For each subsequent request for postponement by the Client, Blueprint Studios is entitled to charge a compensation fee, amounting to 10% of the agreed total price. 

   
   

4.ARTICLE

THIRD PARTIES 

1. Blueprint Studios has the right to outsource the execution of the Services in whole or in part to third parties and thus involve third parties in the performance of the Agreement. Except to the extent that the law expressly prohibits this under the given circumstances, Blueprint Studios is not liable for any damage resulting from actions or omissions of third parties engaged by Blueprint Studios in the execution of the Agreement.

2. These general terms and conditions are also established on behalf of all third parties engaged by Blueprint Studios for the execution of the Agreement. They can also invoke the provisions of these general terms and conditions against the Client as if they are a party to the Agreement instead of Blueprint Studios.

3. The articles 7:404 and 7:407 (2) of the Dutch Civil Code do not apply to the Agreement. 

   
   

5.ARTICLE

CLIENT'S OBLIGATIONS 

1. The Client is responsible for providing Blueprint Studios timely with all information that is reasonably relevant for the setup and execution of the Agreement. The Client guarantees the accuracy and completeness of this information.

2. Furthermore, the Client will always cooperate with Blueprint Studios as required for the execution of the Agreement. The Client will take all reasonable measures, as well as those that have been explicitly agreed upon, to optimize the execution of the Agreement. Furthermore, the Client must inform Blueprint Studios as soon as possible about all facts and circumstances that occur, whether or not after the conclusion of the Agreement, and of which it is reasonably known that they influence the timely and/or proper execution of the Agreement.

3. If it has been agreed that employees or managers within the Client's organization, or any third parties engaged by the Client, will be involved in the execution of the Agreement, the Client will ensure that these persons are made available to Blueprint Studios in a timely manner and will fully cooperate to enable the proper execution of the Agreement.

4. If and to the extent that the Services must be provided at the Client's location or at another location designated by the Client and agreed upon between the Parties, the Client will ensure that Blueprint Studios can execute the Agreement in a timely manner and that the execution location is suitable for this purpose. Furthermore, in that case, Blueprint Studios can use all items and facilities present free of charge, which are reasonably required by Blueprint Studios.

5. If the Client fails to fulfill its obligations as mentioned in the preceding paragraphs of this article, Blueprint Studios is entitled, without prejudice to the other provisions in these general terms and conditions, to charge the Client for the additional costs and/or damage arising therefrom.

   
   

6.ARTICLE

DEADLINES 

1. All deadlines provided by Blueprint Studios for performance and delivery, to which it has committed itself to the Client, should only be considered as indicative and not fatal. Blueprint Studios is only in default after the Client has put Blueprint Studios in writing in default, stating a reasonable period within which Blueprint Studios can still comply with the Agreement, and compliance has not taken place after the expiration of that period.

2. If Blueprint Studios is in default, the Client has the right to dissolve that part of the Agreement to which the default relates, but the Client never has the right to additional compensation. 

   
   

7.ARTICLE

COMPLAINTS AND CORRECTIONS 

1. Unless expressly agreed otherwise between the Parties, the agreed Production will be produced according to the technical and creative insight of Blueprint Studios.

2. A Production is based on the specifications mutually agreed upon in advance between the Parties, for example, based on exchanged ideas and/or a predetermined script. The Client has the right to two rounds of corrections, solely concerning elements that can still reasonably be edited after the recording, such as technical edits, but only to the extent that it has not been expressly agreed in advance that these editable elements would be present in the Production. Any corrections to a Production requested by the Client that fall outside the two rounds of corrections are not included in the agreed price and, as far as corrections are possible, will be carried out for an additional amount to be agreed upon between the Parties.

3. Unless expressly agreed otherwise, the Production will be delivered electronically, in a suitable manner determined by Blueprint Studios, usually via WeTransfer or Frame.io. The Client is responsible for making a backup of the Production. Blueprint Studios accepts no liability in the event the Production is lost.

4. After delivery of (the draft of) the Production, the Client must check within seven days whether Blueprint Studios has executed the Agreement correctly or whether the Client requires corrections to the draft, and must notify Blueprint Studios within this period. Failing to do so is deemed to mean that the Production meets the Agreement or that the Client has approved the Production. In that case, the Production will be considered final. If the Client does not complain in a timely manner or does not request a timely correction of the Production, Blueprint Studios is not obliged to assume any obligation arising from such a complaint or request from the Client. 

5. Any deviations between the completed Production, on the one hand, and what has been expressly agreed, on the other hand, cannot be a reason for rejection, compensation, dissolution of the Agreement, or damage claims, if such deviations are of minor significance. Deviations that, given all circumstances, reasonably have no or only a minor impact on the usability of the Production will always be considered deviations of minor significance. However, at the request of the Client and under the conditions set, the free correction rounds will be carried out or, if this can reasonably be required of Blueprint Studios, corrections will be made for an additional amount to be agreed upon between the Parties.

6. Regarding Services other than the creation of a Production, the Client is obliged to inform Blueprint Studios verbally of any complaints about the execution of the Services as soon as the Client becomes aware of the shortcoming, or should reasonably have been aware, and to subsequently confirm this in writing to Blueprint Studios within two working days, providing a precise statement of the reasons for the complaint.

7. Any complaints regarding the invoice amount must be reported to Blueprint Studios in writing, stating reasons, within seven days of the invoice date. Failing to comply with this period will result in the invoice amount being considered final. 

   
   

8.ARTICLE

FORCE MAJEURE  

1. Blueprint Studios is not obliged to fulfill any obligations arising from the Agreement if and to the extent that it is hindered by circumstances for which it cannot be held liable under the law, a legal act, or generally accepted legal practice (force majeure). Force majeure means any circumstance that is beyond the control of Blueprint Studios or any unforeseen circumstance that makes the (timely) execution of the Agreement reasonably impossible.

2. Blueprint Studios reserves the right to invoke force majeure, even if the reason for the force majeure occurs after the Service was supposed to be delivered. Only if the situation of force majeure permanently makes the fulfillment of the Agreement impossible or lasts longer than three months, the Parties are entitled to dissolve the Agreement immediately, without the intervention of the court.

3. If, when the situation of force majeure occurs, Blueprint Studios has already partially fulfilled its obligations or can only perform partially, Blueprint Studios has the right to charge for the part of the Agreement that has already been performed or the part that can be performed, separately as if it were a separate Agreement.

4. Any damage resulting from force majeure is never eligible for compensation, without prejudice to the applicability of the preceding paragraph. 

   
   

9.ARTICLE

SUSPENSION AND TERMINATION 

1. If the circumstances of the case reasonably justify this, Blueprint Studios is entitled to suspend the performance of the Agreement without the intervention of the court or to terminate the Agreement entirely or partially with immediate effect if and to the extent that the Client does not fulfill its obligations under the Agreement, does not do so in a timely manner or fully, or if Blueprint Studios becomes aware of circumstances after the conclusion of the Agreement that provide reasonable grounds for the fear that the Client will not fulfill its obligations. If fulfilling the obligations of the Client regarding which the Client does not fulfill or the risk of the Client failing to fulfill is not permanently impossible, the right to dissolution only arises after the Client has been put in writing in default by Blueprint Studios, stating a reasonable period within which the Client can still fulfill its obligations, and fulfillment has not occurred after the expiration of that period.

2. If the Client liquidates its business or transfers it to a third party, is declared bankrupt, applies for (provisional) suspension of payment, has assets seized, or if the Client is otherwise unable to freely dispose of its assets, Blueprint Studios is entitled to dissolve the Agreement immediately and without the intervention of the court.

3. The Client never has the right to any form of compensation in connection with the right of suspension or termination exercised by Blueprint Studios under this article.

4. The Client is obliged to compensate Blueprint Studios for the damage it suffers as a result of the suspension or termination of the Agreement.

5. If Blueprint Studios terminates the Agreement, all claims against the Client become immediately due and payable. 

   
   

10.ARTICLE

PRICES, COSTS, AND PAYMENTS 

1. In addition to the price, the offer from Blueprint Studios states whether there will be additional costs, such as travel and accommodation costs, costs for equipment to be used, license fees for music and/or stock photos, costs for purchasing necessary materials, and costs for hiring third parties, to be charged to the Client. If and to the extent that the price and/or additional costs are offered on the basis of post-calculation, the actual hours worked and/or costs incurred will be charged to the Client on the basis of post-calculation.

2. All amounts indicated by Blueprint Studios that are due by the Client are exclusive of VAT, unless expressly stated otherwise in writing.

3. Unless expressly agreed otherwise in writing, Blueprint Studios is entitled to demand payment from the Client in advance, in whole or in part. If the amount owed by the Client exceeds €5,000 (exclusive of VAT), Blueprint Studios applies a standard advance payment arrangement, whereby 50% of the total amount must be paid before Blueprint Studios starts executing the Agreement.

4. If the Client is declared bankrupt, liquidates its business, has its assets seized, has applied for (provisional) suspension of payment, or is otherwise unable to freely dispose of its assets, the claims against the Client become immediately due and payable.

5. Payments must be made via bank transfer within the period specified on the relevant invoice. Blueprint Studios applies a standard payment term of 30 days after the invoice date but may deviate from this term in individual cases, such as in the case of an advance payment.

6. Regarding the payments, it is not allowed to request suspension or set-off.

7. Blueprint Studios is entitled to send the invoice(s) solely by e-mail to the Client.

8. If payment is not made on time, the Client is in default by operation of law. From the first day the Client is in default, the Client owes interest of 2% per month on the outstanding amount, with a part of a month being counted as a full month.

9. All reasonable costs, such as judicial, extrajudicial, and enforcement costs incurred to collect amounts owed by the Client, shall be borne by the Client. 

   
   

11.ARTICLE

LIABILITY AND INDEMNITY 

1. Blueprint Studios is not liable for any damage caused by inaccuracies or incompleteness in the information provided by the Client, any other shortcoming of the Client in fulfilling its obligations arising from the law or the Agreement, or any other circumstance that cannot be attributed to Blueprint Studios.

2. If the Client provides videos, images, and/or other content to Blueprint Studios for the execution of the Agreement that are protected under the Dutch Copyright Act or any other intellectual property right, the Client guarantees that no infringement will be made on the intellectual property rights of third parties and indemnifies Blueprint Studios, both in and out of court, against all consequences resulting from the use, reproduction, or duplication thereof.

3. Blueprint Studios is never liable for indirect damage, including loss of profit, damage due to business interruption, and (image) damage as a result of the use of the Production by or on behalf of the Client. Notwithstanding the provisions of the other articles of these general terms and conditions, and in particular the provisions of paragraph 4 of this article, Blueprint Studios is only liable to the Client for direct damage suffered by the Client as a result of an attributable shortcoming on the part of Blueprint Studios in fulfilling the Services. An attributable shortcoming is understood to be a shortcoming that a prudent and diligent person can and should avoid, all in consideration of the normal care and the professional knowledge and resources required for the execution of the Agreement. • the reasonable costs to establish the cause and extent of the damage, insofar as the establishment concerns damage in the sense of these terms; • the reasonable costs incurred to bring Blueprint Studios' defective performance into accordance with the Agreement, insofar as these can be attributed to Blueprint Studios, and; • reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to a limitation of the direct damage referred to in this paragraph. 

4. The liability of Blueprint Studios is limited to the invoice value of the Agreement, or at least to that part of the Agreement to which the liability of Blueprint Studios relates, provided that the liability of Blueprint Studios in the event of personal injury or material damage will never exceed the amount actually paid out in the relevant case under the liability insurance of Blueprint Studios, plus any deductible to be paid by Blueprint Studios under that insurance.

5. The limitation period for all legal claims against Blueprint Studios is one year.

6. The Client indemnifies Blueprint Studios against any third-party claims it receives in connection with the execution of the Agreement and for which the cause can be attributed to the Client. If Blueprint Studios is held liable by third parties on that basis, the Client is obliged to provide assistance to Blueprint Studios both extrajudicially and judicially and to do everything that can reasonably be expected of the Client in this regard. If the Client fails to take adequate measures, Blueprint Studios is entitled to take such actions itself without any default notice. All costs and damages incurred by Blueprint Studios and/or third parties as a result shall be wholly borne by the Client. 

   
   

12.ARTICLE

INTELLECTUAL PROPERTY/COPYRIGHT 

1. Blueprint Studios retains all intellectual property rights and protections it is entitled to under the law, such as the Dutch Copyright Act. The ownership of the Productions supplied by Blueprint Studios, as well as all ideas, images, concepts, proposals, scripts, etc., lies with Blueprint Studios. The Client may only use these goods for the purposes intended by the Parties when entering into the Agreement and is not allowed to reproduce, process, or pass them on to third parties without prior written permission from Blueprint Studios. The Client may not use parts of a delivered Production as part of another production.

2. If the Client has fully complied with its obligations under the Agreement, the Client will receive an exclusive license to use the final Production for the purposes laid down in the Agreement. If no agreements have been made regarding these purposes, the granting of the license will be limited to that use of the Production for which plans existed at the time the Agreement was made. These plans must demonstrably have been made known to Blueprint Studios prior to the conclusion of the Agreement. It is not possible to grant and transfer rights to other goods than the final Production, including "the raw material", to the Client, unless expressly agreed otherwise in writing.

3. The Parties may subsequently agree in writing that the Client will buy out the intellectual property rights on the delivered Production. An agreed license fee or royalty fee can be established to enable the Client to use the Production for purposes other than those mentioned in the previous paragraph.

4. In the event of a violation of the provisions of this article, Blueprint Studios has the right to claim compensation amounting to at least three times the licensing fee that Blueprint Studios normally charges for such use, without prejudice to Blueprint Studios' right to compensation for other damages, including the right to compensation for all direct and indirect damages, as well as all actual legal and extrajudicial costs. 

5. Unless expressly agreed otherwise in writing, the Services do not include investigating the existence of patent rights, trademark rights, design or model rights, and copyrights of third parties. The same applies to any investigation regarding the possibility of such forms of protection for the Client.

6. Unless it cannot reasonably be required of the Client, Blueprint Studios is entitled at any time to mention its name on the Production or to have it removed. Without prior permission, the Client is not allowed to use the Production without mentioning this name. In the event of non-compliance with this condition, Blueprint Studios has the right to claim compensation amounting to 100% of the licensing fee that Blueprint Studios normally charges, without prejudice to Blueprint Studios's right to compensation for any other damage suffered, including the right to compensation for all direct and indirect damages, as well as all actual legal and extrajudicial costs. 

   
   

13.ARTICLE

PERSONAL RIGHTS 

1. When reproducing and publishing a Production, the Client will always respect the personality rights of Blueprint Studios, as laid down in article 25, paragraph 1, sub c and d of the Dutch Copyright Act.

2. In the event of non-compliance with the provisions of paragraph 1, Blueprint Studios has the right to claim compensation amounting to 100% of the licensing fee that Blueprint Studios normally charges, without prejudice to Blueprint Studios's right to compensation for any other damage suffered, including the right to compensation for all direct and indirect damages, as well as all actual legal and extrajudicial costs. 

   
   

14.ARTICLE

RIGHTS OF THIRD PARTIES 

1. Blueprint Studios will ensure that everyone depicted in a Production signs a declaration for the use of the portrait rights for the purposes mentioned in article 13.2. If the Production is used for other purposes, the Client, without prejudice to the other provisions of these general terms and conditions, is solely responsible, excluding Blueprint Studios, for obtaining permission from the persons depicted. The Client indemnifies Blueprint Studios against all third-party claims in this respect. 

   
   

15.ARTICLE

FINAL PROVISIONS 

1. Blueprint Studios is entitled at any time to transfer its rights and obligations from the Agreement to a third party.

2. Each Agreement and all resulting legal relationships between the Client and Blueprint Studios are exclusively governed by Dutch law.

3. The Parties will only call upon the court after they have made all efforts to resolve the dispute through mutual consultation.

4. Only the competent court within the district of Blueprint Studios’ office will be appointed to handle legal disputes between the Parties.

5. If these general terms and conditions are available in multiple languages, the Dutch version shall always prevail in the interpretation of the provisions contained therein.