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Terms and conditions

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The English text is an automated translation. In case of discrepancies, the Dutch version prevails.

01Article 1: Definitions

  1. In these Terms and Conditions, the following terms have the meanings set out below, unless expressly stated otherwise:
    • Contractor: BAKED, the user of these Terms and Conditions;
    • Client: the counterparty of the Contractor;
    • Agreement: the agreement for the provision of services.

02Article 2: General

  1. These Terms and Conditions apply to every offer, quotation and Agreement between the Contractor and the Client to which the Contractor has declared these Terms and Conditions applicable, insofar as the parties have not expressly agreed otherwise in writing.
  2. These Terms and Conditions also apply to all Agreements with the Contractor whose performance requires the involvement of third parties.
  3. Any departures from these Terms and Conditions are valid only if expressly agreed in writing.

03Article 3: Offers and quotations

  1. Quotations issued by the Contractor are non-binding and remain valid for 30 days, unless stated otherwise. The Contractor is bound by a quotation only if the counterparty confirms its acceptance in writing within 30 days, unless stated otherwise.
  2. The prices stated in the offers and quotations referred to above exclude VAT, travel expenses and other government levies, unless stated otherwise.

04Article 4: Performance of the Agreement

  1. The Contractor will perform the Agreement to the best of its knowledge and ability and in accordance with the standards of good professional practice.
  2. If and insofar as this is required for the proper performance of the Agreement, the Contractor is entitled to have certain work performed by third parties.
  3. The Client must ensure that all information which the Contractor indicates is necessary, or which the Client should reasonably understand to be necessary for the performance of the Agreement, is provided to the Contractor in a timely manner. If the information required for the performance of the Agreement is not provided to the Contractor in a timely manner, the Contractor is entitled to suspend performance of the Agreement and/or charge the Client for the additional costs arising from the delay at the customary rates.
  4. The Contractor is not liable for damage of any kind resulting from the Contractor having relied on incorrect and/or incomplete information provided by the Client, unless the Contractor should have been aware that this information was incorrect or incomplete.
  5. The Client indemnifies the Contractor against any claims by third parties who suffer damage in connection with the performance of the Agreement where that damage is attributable to the Client.

05Article 5: Amendment of the Agreement

  1. If, during the performance of the Agreement, it becomes apparent that the work to be performed must be amended or supplemented to ensure proper performance, the parties will amend the Agreement accordingly in good time and by mutual agreement. Substantial amendments are amendments that materially depart from the original assignment in terms of content, scope or purpose.
  2. If an amendment of or supplement to the Agreement will have financial and/or qualitative consequences, the Contractor will inform the Client of this in advance.
  3. If a fixed fee has been agreed, the Contractor will also indicate the extent to which the amendment of or supplement to the Agreement will cause this fee to be exceeded.
  4. Notwithstanding paragraph 3, the Contractor may not charge additional costs if the amendment or supplement results from circumstances attributable to the Contractor.

06Article 6: Fees

  1. The parties may agree a fixed fee when entering into the Agreement.
  2. If no fixed fee is agreed, the fee will be determined on the basis of the actual hours worked. The fee will be calculated in accordance with the Contractor's customary hourly rates applicable during the period in which the work is performed, unless a different hourly rate has been agreed.
  3. The fee and any cost estimates exclude VAT, unless stated otherwise, and will be invoiced periodically.
  4. If, during performance of the work, it becomes apparent that the scope of the assignment exceeds the work agreed in advance, the Contractor is entitled to adjust the fee proportionately without prior notice to the Client.
  5. Additional work, extra activities or overruns beyond the original arrangements will automatically be invoiced at the applicable hourly rate or, where applicable, as an additional half-day.
  6. A regular filming day comprises no more than 8 hours, including customary breaks, unless otherwise agreed in writing. Hours exceeding this duration constitute overtime and will automatically be charged at the applicable hourly rate.
  7. If an agreed half-day of filming runs over to a duration equal or nearly equal to a full filming day, the Contractor is entitled to charge the full daily rate.
  8. If the Contractor remains on location longer than could reasonably be expected on the basis of the original assignment description, this will be regarded as an overrun as referred to in paragraphs 5 and 6.

07Article 7: Payment

  1. Payment must be made within 30 days of the invoice date, in the manner specified by the Contractor and in the currency in which the invoice was issued. Objections to the amount invoiced do not suspend the payment obligation.
  2. If the Client fails to pay within the 30-day period, the Client will be in default by operation of law. The Client will then owe the statutory interest rate applicable at that time.
  3. In the event of the Client's liquidation, bankruptcy, attachment or suspension of payments, the Contractor's claims against the Client become immediately due and payable.

08Article 8: Ownership rights

  1. All items supplied by the Contractor, including but not limited to designs, films, electronic files and other works, remain the property of the Contractor until the Client has fully performed all obligations under the Agreement.
  2. The Client is not authorised to pledge or otherwise encumber items subject to retention of title.
  3. If third parties attach items supplied subject to retention of title or seek to establish rights over them, the Client must notify the Contractor immediately.
  4. In the event of termination or suspension of the Agreement, the Contractor reserves the right to repossess the items subject to retention of title, and the Client hereby grants the Contractor irrevocable permission to enter the relevant location or locations.
  5. All intellectual property rights, including but not limited to copyrights, in works created and/or supplied by the Contractor remain vested in the Contractor or its licensors, unless otherwise agreed in writing.
  6. After full payment of the agreed fee, the Client obtains a limited, non-exclusive and non-transferable right to use the audiovisual work supplied, solely for the agreed purpose and territory of distribution.
  7. The Client may not reproduce, edit, publish or otherwise use works supplied by the Contractor outside the agreed purpose unless the Contractor has granted prior written permission.
  8. If the Client uses the works in a manner other than agreed without permission, the Contractor is entitled to charge an additional fee for such use.
  9. The Contractor reserves the right to display supplied works as portfolio items on its own website or through other communication media, unless otherwise agreed in writing.
  10. The Contractor is entitled to be credited by name in connection with the work, unless the Client and the Contractor agree otherwise in writing.

09Article 9: Collection costs

  1. If the Client fails to pay an invoice on time, the Client will be in default by operation of law without any further notice of default being required. From the due date, the Client will owe statutory interest on the outstanding amount.
  2. If the Client still fails to pay after receiving a payment reminder, all reasonable extrajudicial collection costs will be borne by the Client. The collection costs will be determined in accordance with the Dutch Extrajudicial Collection Costs Standards Act (Wet normering buitengerechtelijke incassokosten, WIK) and the corresponding Decree.
  3. If higher costs are actually incurred and were reasonably necessary, the Contractor is entitled to charge those costs to the Client as well.
  4. If the Client is a natural person acting as a consumer, the collection costs will be calculated in accordance with the scale set out in Article 2 of the Dutch Decree on Compensation for Extrajudicial Collection Costs (Besluit vergoeding voor buitengerechtelijke incassokosten).

10Article 10: Revisions

  1. The Client is entitled to no more than two revisions of the work performed, unless otherwise agreed.
  2. A revision will not be deducted from this allowance if the Contractor itself wishes to change any of the items supplied.
  3. Unless otherwise agreed, the Client must notify the Contractor in writing of any requested revisions to the work performed within 14 days after delivery.
  4. Additional filming days are not included in revisions and will be invoiced separately.

11Article 11: Termination

  1. Both the Client and the Contractor may terminate the Agreement in writing at any time.
  2. If the Client cancels the assignment, the following charges apply:
    • For cancellation within 48 hours before the scheduled start: 50% of the agreed fee is payable.
    • For cancellation within 24 hours before the scheduled start: 100% of the agreed fee is payable.
  3. If the Contractor has already incurred costs or performed work before the cancellation, the Client must reimburse these in full, irrespective of the time of cancellation.
  4. If the Client terminates the assignment before its completion, the Contractor is also entitled to compensation for demonstrable loss resulting from the reserved capacity becoming unused.
  5. If the Contractor terminates the assignment before its completion, it will, where reasonably possible, arrange an appropriate handover or replacement, unless the reason for termination is attributable to the Client.
  6. If the Client fails to appear on the agreed date or at the agreed time without prior cancellation, this will be regarded as a cancellation within 24 hours and the full fee will be payable.

12Article 12: Suspension and termination

  1. The Contractor is entitled to suspend performance of its obligations or terminate the Agreement if:
    • the Client fails to perform its obligations under the Agreement, or fails to perform them in full;
    • after the Agreement has been entered into, circumstances that have come to the Contractor's attention give good reason to fear that the Client will not perform its obligations;
    • when entering into the Agreement, the Client was requested to provide security for the performance of its obligations under the Agreement and such security is not provided or is insufficient.
  2. The Contractor is furthermore entitled to terminate, or have terminated, the Agreement if circumstances arise of such a nature that performance of the Agreement is impossible or can no longer reasonably and fairly be required, or if other circumstances arise of such a nature that the unchanged continuation of the Agreement cannot reasonably be expected.
  3. If the Agreement is terminated, the Contractor's claims against the Client become immediately due and payable. If the Contractor suspends performance of its obligations, it retains its rights under the law and the Agreement.

13Article 13: Liability

  1. Any liability of the Contractor is limited to the amount paid by the Client for the specific assignment to which the liability relates, subject to a maximum equal to the fees for the final three months preceding the event that caused the damage. The Contractor is not liable for:
    • indirect damage, including but not limited to consequential loss, loss of profit, loss of anticipated savings, loss of data, reputational damage or loss resulting from business interruption;
    • damage caused by inaccuracies or omissions in information or materials provided by the Client;
    • damage resulting from delays in delivery, unless a final and binding delivery deadline has expressly been agreed in writing;
    • damage caused by unforeseen technical problems, software errors or failures on the part of third parties, such as storage services or distribution platforms;
    • damage resulting from changes or edits made to the supplied works by the Client or third parties after delivery.
  2. The Contractor is liable for direct damage only if the Client proves that the damage is the direct result of a breach of the Agreement attributable to the Contractor. Direct damage is limited exclusively to:
    • the reasonable costs of establishing the damage;
    • repair costs;
    • the costs of mitigating damage, insofar as these arise directly from a breach of the Agreement attributable to the Contractor.
  3. Any claim for damages will lapse if it is not reported to the Contractor in writing, stating the reasons for the claim, within 14 days after the damage is discovered and in any event within 3 months after delivery of the relevant assignment.
  4. If the Contractor is held liable and its professional indemnity or business liability insurance makes a payment, the Contractor's liability is at all times limited to the amount paid by the insurer in the relevant case, increased by any applicable deductible.
  5. The limitations of liability contained in this Article do not apply in the event of wilful misconduct or deliberate recklessness on the part of the Contractor.

14Article 14: Indemnities

  1. The Client indemnifies the Contractor against third-party claims concerning intellectual property rights in materials or information supplied by the Client and used in the performance of the Agreement.
  2. If the Client supplies the Contractor with data carriers, electronic files, software or similar materials, the Client warrants that these data carriers, electronic files, software or similar materials are free from viruses and defects.
  3. If the Client requests, supplies or approves music for use in the final product, the Client fully indemnifies the Contractor against all third-party claims relating to infringement of copyright or music rights. The Contractor is not liable for damage, costs or legal proceedings arising from such use of music.

15Article 15: Force majeure

  1. For the purposes of these Terms and Conditions, force majeure includes, in addition to what is understood by that term in legislation and case law, all external causes, whether foreseen or unforeseen, as a result of which the Contractor is unable to perform its obligations.
  2. The Contractor is also entitled to invoke force majeure if the circumstance preventing further performance occurs after the Contractor should have performed its obligations.
  3. The parties may suspend their obligations under the Agreement for the duration of the force majeure event. If this period lasts longer than 2 months, either party is entitled to terminate the Agreement without any obligation to compensate the other party for damage.
  4. If, when the force majeure event occurs, the Contractor has already partially performed its obligations under the Agreement or will still be able to do so, and the part already performed or yet to be performed has independent value, the Contractor is entitled to invoice that part separately. The Client must pay this invoice as if it related to a separate Agreement.

16Article 16: Confidentiality

  1. Both parties must keep confidential all confidential information obtained from each other or from another source in connection with their Agreement. Information will be regarded as confidential if the other party has designated it as such.
  2. If, pursuant to a statutory provision or court judgment, the Contractor is required to disclose confidential information to third parties designated by law or by the competent court, and the Contractor cannot invoke a statutory right or a right recognised or permitted by the competent court to refuse disclosure, the Contractor will not be liable to pay damages or compensation.

17Article 17: Disputes

  1. Disputes will be submitted to the competent court in Amsterdam.
  2. The parties will resort to court proceedings only after making every effort to resolve the dispute by mutual consultation.

18Article 18: Governing law

  1. All Agreements between the Contractor and the Client are governed by Dutch law. The Dutch text of the Agreement is authoritative, unless expressly agreed otherwise.