Main Sections of the Terms and Conditions
Article 1. Terms and Definitions
Article 2. General
Article 3. Establishment of Agreement
Article 4. Implementation of the Agreement
Article 5. Deliverance and Changes in Assignment
Article 6. Fees
Article 7. Payment
Article 8. Duration and Termination Agreements
Article 9. Voice-over and Music Licensing
Article 10. Liability
Article 11. Force Majeure
Article 12. Complaints
Article 13. Confidentiality
Article 14. Retention and Business of Client
Article 15. Intellectual Property
Article 16. Applicable law
Article 17. Location and Change of Policy

Article 1. Terms and Definitions
In these general conditions the following terms have the following meanings, unless explicitly stated otherwise: JSE Photography B.V. the user of these terms and conditions, based on the
Spui 237A 2511 BP The Hague – Netherlands.
Client: the other party of JSE Photography B.V..
Agreement: every mutual acceptance with regard to the provision of services / goods by JSE Photography B.V.. These include the agreement to create video productions, concept and communication advice and other multimedia products, all this in the broadest sense of the word, as stipulated in a document agreed by both parties and the documents stated therein may apply.
Work: without subordination and outside employment or contracting of work to provide services where appropriate giving advice as aforesaid and / or supply of goods, all this in the broadest sense of the word and as mentioned in the order confirmation.

Article 2. General
1. These conditions apply to any tender offer and agreement between JSE Photography B.V. and
a client to which JSE Photography B.V. has declared these conditions applicable, insofar as
these conditions have not been agreed upon in writing. The conclusion of an agreement with JSE Photography B.V. implies that the client accepts unconditionally the application of these conditions.
2. These conditions also apply to agreements with JSE Photography B.V., the execution of which by JSE Photography B.V. third parties should be involved.
3. If one or more provisions of these terms and conditions are wholly or partially invalid at any time or void, then the rest will remain in these terms and conditions apply in full. JSE Photography B.V. and the client shall enter into negotiations to agree new provisions to replace the invalid provisions, as much as possible the purpose and intent of the original provisions are observed.
4. If JSE Photography B.V. does not require strict compliance with these conditions, this does not
mean that its provisions do not apply, or JSE Photography B.V. in any degree would lose the right to otherwise demand strict compliance with the provisions of these terms.
5. Any deviations from these conditions are only valid if expressly agreed in writing and only apply in respect of the specific agreement to which the exemptions apply.
6. The applicability of any purchase or other conditions of the customer is explicitly rejected.
7. In the event these terms and the agreement contain conflicting provisions, the conditions contained in the agreement shall apply.

Article 3. Establishment of Agreement
1. The quotations and offers made by JSE Photography B.V. are without engagement and revocable unless a period for acceptance is set in the quotation. If no acceptance period is prescribed, no entitlement can be derived from the offer in any way if the service or item to which the offer or the offer relates is no longer available in the meantime.
2. The offer to enter into an agreement by JSE Photography B.V. can be made both verbally and also in writing. Only after the contract is accepted by JSE Photography B.V. and the order confirmation is signed and returned by the client, is this binding for JSE Photography B.V..
3. If the assignment is given orally, or if the signed order confirmation has not been received back, the agreement is deemed to have been concluded under these Terms and Conditions at the time JSE Photography B.V. has started the execution of the contract at the request of the client. If the client in this case responds within two working days after the request to the contents of the order confirmation, it will be deemed accurate and complete and the client and JSE Photography B.V. bound their content.
4. The providing of information or material for performance of the work by the client to JSE Photography B.V. shall be treated as making the request as provided in paragraph 3 above.
5. For all bids and offers it further holds that these are based on data provided by the client. In case of proven inaccuracy or in a given case incompleteness of this, the client cannot derive any rights to a (accepted) bid or offer against JSE Photography B.V.. JSE Photography B.V. cannot be held to its bids or offers if the client can reasonably understand that the bids or offers, or any part thereof, contain an obvious mistake or error.
6. The prices in a bid or offer are exclusive of VAT and other government levies, expenses to be possibly made within the scope of the agreement, including travel and subsistence, shipping and handling, unless otherwise indicated.
7. The to the offer related imagery, photography, audio recordings, animations, designs and scripting and concepts in relation to all photographic and ideographic materials manufactured by JSE Photography B.V. remain the property of JSE Photography B.V.. They may not be given or shown to any third party without his consent. They may not without the permission of JSE Photography B.V. be copied or otherwise reproduced. If no contract is awarded these documents must be sent postage paid within 14 days after a request made by JSE Photography B.V..

Article 4. Implementation of the Agreement
1. JSE Photography B.V. is obliged to (have) perform the tasks assigned as good and careful as
contractor. All the services of JSE Photography B.V. are performed based on a best efforts
obligation unless and to the extent that JSE Photography B.V. has expressly agreed to in the
written argument and the result concerned has also been described with sufficient definiteness a result.
2. If and insofar as the proper execution of the agreement requires, JSE Photography B.V. has the right to outsource certain tasks to assistants, freelancers and others. The applicability of Article 7: 404, 7: 407 paragraph 2 and 7: 409 of the Dutch Civil Code is explicitly excluded. When engaging third parties JSE Photography B.V. will observe due diligence.
3. JSE Photography B.V. is not liable for damage resulting from failures of third parties and assumes and stipulates hereby that each contract to JSE Photography B.V. implies the authority to accept any limitations of liability of third parties on behalf of the client.
4. The client shall ensure that all data, which JSE Photography B.V. has indicated necessary or which the clients should reasonably understand to be necessary to carry out the contract, will be timely provided to JSE Photography B.V..
5. If the data required for the implementation of the agreement is provided untimely to JSE Photography B.V. , JSE Photography B.V. has the right to suspend execution and / or bring
into account the additional costs resulting from the delay in accordance with the then customary rates to the client. The implementation period shall begin no earlier than after the client has provided the data to JSE Photography B.V..
6. If it is agreed that the agreement will be executed in stages, JSE Photography B.V. can postpone the execution of those parts belonging to a following stage until the client has approved the results of the preceding stage in writing.
7. The shipment of the goods to be delivered is made in the manner as directed by JSE Photography B.V.. If the client wishes to receive a consignment differently, including by speed or express delivery, then the extra costs associated are for the expense of the client.

Article 5. Deliverance and Changes in Assignment
1. JSE Photography B.V. will start as soon as possible on receipt of the necessary data, text and /
or images with the creation of the agreed goods and / or services and will communicate to the client the expected delivery time.
2. The by JSE Photography B.V. specified period of delivery is only an approximation, unless deviated from in writing. Delivery times are always determined approximately.
3. If during the execution of the agreement it shows that it is necessary for proper execution to change or supplement the work to be done, parties will timely and mutually amend the agreement.
4. If the agreement has been amended or supplemented, then JSE Photography B.V. is entitled to
first implement this after the parties have agreed on all the amendments and / or additions, including determining the timing of completion of work, remuneration and other conditions. Failure or not immediately implementing the amended agreement is not a breach of contract on the part of JSE Photography B.V. and is no ground for the client to cancel or terminate the agreement.
5. If a fixed fee has been agreed upon JSE Photography B.V. will indicate to what extent the
amendment or supplement to the agreement will result in an increase of said fee.
6. Changes made to one already given contract may lead to the originally agreed delivery time is exceeded by JSE Photography B.V. is exceeded; in that case, Article 11, paragraph 11 shall apply mutatis mutandis.
7. If the amendment consists of a reduction of activity, Article 8 paragraph 4 shall apply.
8. If JSE Photography B.V. is unexpectedly unable to meet its obligations within agreed fatal delivery time, JSE Photography B.V. can can only be declared in default in writing, whereby JSE Photography B.V. is given a term of at least 14 days to fulfill its obligations.

Article 6. Fees
1. The fee and any cost estimates are in euros and exclusive of VAT and other government levies.
2. If JSE Photography B.V. so wishes, JSE Photography B.V. is entitled to request a reasonable
advance on the fee for the yet to be performed activities from the client. JSE Photography B.V.
is entitled to postpone the start of its activities until the advance has been paid or has been provided with adequate security.
3. The fee is in no way dependent on the outcome of the assignment. The sales tax is charged to the client.
4. If the client and JSE Photography B.V. have not agreed to a fixed amount on behalf of a particular contract or rather per calendar year, the fee is determined by the hour fee and the total time spent by JSE Photography B.V..
5. JSE Photography B.V. is always entitled to increase the fee without the client being entitled to
terminate the contract for that reason, if the price increase results from an eligibility or duty as a result of laws or regulations or is caused by an increase of for example wages or other grounds that were not reasonably foreseeable at the conclusion of the agreement.
6. Moreover, JSE Photography B.V. may increase the fee when during the execution of the work
it shows that the initially agreed upon or expected amount of work was estimated insufficient at the conclusion of the agreement to an extent that is not attributable to Smart video works, it can not reasonably be expected from JSE Photography B.V. to do the work agreed at the originally agreed fee. If the increase in this and the preceding paragraph exceeds 10%, the client has the right to terminate the agreement with immediate effect. If an increase occurs during the first three months of the conclusion of the contract, the customer may cancel the contract irrespective of the percentage of the increase.
7. All travel expenses and costs for the licensing of music are considered additional costs and not included in the offer. These are separately added to the final invoice. JSE Photography B.V. is not obliged to hand over the physical coupons to client. However, the costs incurred will be disclosed to the client in a statement to be sent with the final invoice. JSE Photography B.V. has a mileage allowance of € 0.40 per km.
8. Client is obliged to reimburse all other reasonable expenses incurred by JSE Photography B.V. in the execution of the order.
9. The fees will be charged to the client, plus any claims for expenses or from third parties, including sales tax per phase or after completion of the work.
10. Cancellation of work within an assignment, such as a day of principal photography or rental of equipment within 7 days prior to the work, will be charged at a rate of 50% of the offered wage and 50% of the equipment cost. Cancellation of the above within 4 days prior to the work will be charged at a rate of 100% of the offered wage and 50% of the equipment cost. Costs for cancellation by JSE Photography B.V. for hired film material, equipment, professionals and services will be fully passed on to the client under the terms of the relevant party.

Article 7. Payment
1. Payment balance / full invoice must be made within 14 days after invoice date, in a by JSE Photography B.V. indicated way. Namely through stated bank account number or via IDEAL in the name of JSE Photography B.V. quoting invoice number.
2. For contracts where JSE Photography B.V. is required to hire materials from third parties, or
otherwise incurs expenses to third parties, the client is required, as much as the quotation makes a separate agreement, after authorization by the contract or entering into an agreement to make a deposit of 25 % of the total amount of the contract within fourteen days. After completion of the project, the client will receive an invoice for the remaining 75%.
3. If the client defaults in the timely and / or full payment of an invoice, then the client is legally in default. The client owes an interest of 1% per month or part of a month, unless the statutory interest is higher, in which the legal interest is owed. The interest on the due amount will be calculated from the time the client is in default until the moment of payment of the full amount owed.
4. The client is never entitled to set off the amount due to JSE Photography B.V.. Objections to the amount of a bill do not suspend the payment obligation. The client who does not appeal to Section 6.5.3 (Articles 231 to 247 book 6 BW) is not entitled to suspend the payment of a bill for any other reason.
5. If the client is in default or omission in the (timely) fulfillment of its obligations, then all reasonable costs incurred in obtaining payment out of court on behalf of the client. The extrajudicial costs are calculated on the basis of what is common in the Dutch collection practice is currently under the calculation method II report. If JSE Photography B.V., however, has made higher costs for collection that have been reasonably necessary, the actual costs are considered recoverable. Any judicial and execution costs will also be recovered from the client. The client also owes interest on the collection costs.

Article 8. Duration and Termination Agreements
1. The contract is concluded for a fixed period unless the nature of the scope of the assignment arises that it is indefinite.
2. Client and JSE Photography B.V.s are always entitled to terminate the contract through notice for an indefinite period. A judicial intervention is not required. Such notice shall be made by registered letter and a notice period of 1 (one) month.
3. The fixed-term contract can not be terminated early unless there are urgent circumstances as a result of which the principal or JSE Photography B.V. can not reasonably be demanded that the contract agreement lasts longer. This must be disclosed substantiated and in writing to the other party. This without prejudice to the client’s obligation to pay the full-agreed fee.
4. If the client terminates the agreement prematurely in accordance with the preceding paragraphs completely or partially by mutual consent, JSE Photography B.V. has a right to reimbursement of his incurred and which can be demonstrated as loss of capacity as well as additional costs which he may reasonably need to make as a result of the early termination of the agreement. This unless there are facts or circumstances underlying the premature termination of which JSE Photography B.V. is responsible.
5. In case one of the parties goes bankrupt, applies for suspension of payments or ceases, the other party has the right to terminate contract without a notice period for termination, under reservation of certain subject rights
6. JSE Photography B.V. is entitled to suspend the fulfillment of the obligations or to dissolve the
agreement if: client does not fully or timely comply with the obligations under the agreement; after the conclusion of the agreement JSE Photography B.V. learns of circumstances giving good ground to fear that the client will not fulfill his obligations; if the client at the conclusion of the agreement was requested to provide security for the fulfillment of his obligations under the agreement and this security is failing or insufficient; If because of delay on the part of the client JSE Photography B.V. can no longer be expected that he will fulfill the agreement under the terms originally agreed.
7. JSE Photography B.V. also has the authority to defer the issue documents or other items to the
client or third parties, until such time as all claims due to the client are fully met.
8. If the progress in the implementation or delivery of work is delayed by default of the client or by force majeure on its side, JSE Photography B.V. can charge the full agreed amount, without prejudice to further legal costs, damages and interest.
9. If the agreement is dissolved, the claims of JSE Photography B.V. on the client are immediately due and payable.

Article 9. Voice-over and Music Licensing
1. Some productions use one or more voice-overs, or recorded voices. The costs of a voice-over are covered by the additional costs that are not included in the offer. Unless otherwise agreed, they are added separately to the final invoice by JSE Photography B.V..
2. For music to be used in a video production or online expression a fee should be paid for the rights by the client to a copyright organization such as Buma / Stemra SENA Foundation SYNC Law or any similar organization. The client is at all times responsible for the registration, fee and payment of the royalties.
3. These copyrights are additional costs that are not included in the offer. The fee of the license is determined by the copyright organization concerned and is added to the final invoice.
4. JSE Photography B.V. can provide upon request an estimate of those costs as memorandum item but no rights can be derived from this. The actual cost determined by the performing rights organization will be subsequently billed to the client by JSE Photography B.V..
5. JSE Photography B.V. charges an additional fee for the provision of an initial registration of 75 euros per registration.

Article 10. Liability
1. JSE Photography B.V. will perform to the best of his duties and will exercise the diligence that may be expected of JSE Photography B.V.. If an error is made because of the client providing incorrect or incomplete information, JSE Photography B.V. is not liable for any resulting damage.
2. JSE Photography B.V. is not responsible or liable for the content of promotional material supplied by the client.
3. Client is liable for all damages JSE Photography B.V. may suffer as a result of a breach in the
fulfillment of the obligations arising from the agreement and these conditions by the client.
4. Changes in the data of client should be shared directly in writing to JSE Photography B.V.. If the client fails to do so, the client is liable for any damage JSE Photography B.V. suffers as a result
thereof.
5. In case of an accountable breach in the execution of the agreement JSE Photography B.V. is only liable for compensatory damages, i.e. compensation of the value of the omitted performance.
6. The liability of JSE Photography B.V. is therefore limited to the allowance JSE Photography B.V. has received for its work under the contract. For agreements that run for more than six months, the liability is further limited to the maximum compensation of the last six months.
7. Moreover, the liability of JSE Photography B.V. is limited in total to the amount paid in such case under the closed business liability insurance, plus the amount of the coinsurance. JSE Photography B.V. is entitled to offset the obligation to pay compensation for the damage with the unpaid bills and subsequent interest and costs.
8. The aforementioned limitations on liability do not apply if there is gross negligence or intent by JSE Photography B.V. or its management.
9. For those who JSE Photography B.V. has employed on direction of the client, JSE Photography B.V. not liable.
10. JSE Photography B.V. is if there is question of liability, only liable for direct damage. For other direct, indirect and / or consequential damages (including but not limited to lost profits, business interruption expenses, loss of relationships, including arising from any delays, loss of data, goodwill, exceeded a delivery and / or defects), then direct financial loss JSE Photography B.V. is not liable.

Article 11. Force Majeure
1. JSE Photography B.V. is not obliged to fulfill any obligations with respect to the client if he is being hampered due to a circumstance that is not due to debt, and neither if he is accounted for the law, a legal act or generally accepted practice in traffic.
2. Force majeure is defined in these terms and conditions, besides which in this area is understood in law and jurisprudence, all external causes, foreseen or unforeseen, which JSE Photography B.V. can not influence but which prevents JSE Photography B.V. to meet its obligations. Such circumstances caused by force majeure apply at least to the inability to perform the contract because of foreclosure by JSE Photography B.V. engaged third parties, as well as inability from JSE Photography B.V. due to illness, strikes, disruptions in energy supply, traffic disturbances, disturbances in transport and postal and / or telecommunications and faults in networks, infrastructure and computer hacking. The list is not exhaustive.
3. JSE Photography B.V. can during the period that the force majeure continues, suspend obligations under the agreement. If this period lasts longer than two months, then each party is entitled to terminate the agreement without any obligation to pay damages to the other party.
4. When JSE Photography B.V. has at the time of the force majeure partially fulfilled its obligations under the agreement or will be able to fulfill, and independent value belongs to the part fulfilled or to be fulfilled, JSE Photography B.V. Photography | Movie is entitled to invoice the already fulfilled or to be fulfilled part. The client is obliged to pay this invoice as if it were a separate agreement.

Article 12. Complaints
1. Unless obligated by any provision of law, regulation or other rule, JSE Photography B.V. has an
obligation to maintain confidentiality towards third parties in respect of confidential information obtained from the client. The client may grant an exemption to the point. Information is confidential if it is notified by the other party or if this results from the nature of the information.
2. Except with the written consent of the client JSE Photography B.V. does not have the right to use the information that is made available by the client for a purpose other than that for which it was obtained.
However, an exception is made on this in the case JSE Photography B.V. is acting for himself in
disciplinary, civil or criminal proceedings in which this information may be of importance.
3. Unless there is statutory provision, regulation or other rule that obligates the client to publish or when JSE Photography B.V. is authorized in advance to do so, the client will not provide the contents of reports, work, advice or other written or oral statements by JSE Photography B.V. to third parties.

Article 13. Confidentiality
1. Unless obligated by any provision of law, regulation or other rule, JSE Photography B.V. has an obligation to maintain confidentiality towards third parties in respect of confidential information obtained from the client. The client may grant an exemption to the point. Information is confidential if it is notified by the other party or if this results from the nature of the information.
2. Except with the written consent of the client JSE Photography B.V. does not have the right to use the information that is made available by the client for a purpose other than that for which it was obtained.
However, an exception is made on this in the case JSE Photography B.V. is acting for himself in
disciplinary, civil or criminal proceedings in which this information may be of importance.
3. Unless there is statutory provision, regulation or other rule that obligates the client to publish or when JSE Photography B.V. is authorized in advance to do so, the client will not provide the contents of reports, work, advice or other written or oral statements by JSE Photography B.V. to third parties.

Article 14. Retention and Business of Client
1. All in the context of the agreement by JSE Photography B.V. Photography | Movie established or delivered goods or performance of services remain the property of JSE Photography B.V. until amounts owed by the client are paid in full.
2. JSE Photography B.V. will preserve to goods entrusted by the client in the context of the fulfillment of the agreement with the care of a good keeper. JSE Photography B.V. however is not liable for damage to the entrusted matters and file storage.
3. JSE Photography B.V. will save the videos or other works created for the client to a maximum period of six months. For an additional fee and subject to an agreement JSE Photography B.V. can save the captured videos or other works for a longer period.
4. JSE Photography B.V. is not responsible for the loss of film images or other work due to unforeseen circumstances such as computer crashes, fire, burglary or other unforeseen situations. JSE Photography B.V. is not liable moreover for damage to the entrusted matters and file storage.

Article 15. Intellectual property
1. JSE Photography B.V. retains the rights and powers it is entitled under the Copyright Act. The
ownership of by JSE Photography B.V. delivered projects such as video production, supplied ideas, images, concepts, illustrations or (test) designs etc. therefore remains with JSE Photography B.V..
They may therefore not be carried out, duplicated, reproduced or modified without the written permission of JSE Photography B.V..
2. It is possible to buy off copyrights in accordance with JSE Photography B.V.. Through a license fee or royalty fee an agreed using form can be laid down in order to capture legally the authorization for the client allowing such use.
3. By providing an assignment to use, duplicate or reproduce any by the Copyright Act protected goods or any by industrial property law protected subject matter, the client declares that there is no infringement of copyright or industrial property rights of third parties and shall indemnify JSE Photography B.V. in and out of court for all consequences arising from the use, multiplication or reproduction.
4. Unless expressly agreed in writing, it does not belong to the agreement to carry out research into the existence of patent rights, trademark rights, drawing or design rights, copyrights and portrait rights of third parties. The same applies to any investigation into the possibility of such forms of protection for the client.
5. Unless the project is not suitable for that purpose, JSE Photography B.V. is at all times entitled to (have) his name in this stated or deleted. Without prior permission it is not permitted to client to take into production, disclose or reproduce the project without mentioning the name of JSE Photography B.V..
6. If the client has fulfilled all its obligations as a result of the agreement with JSE Photography B.V., he will acquire an exclusive license to use the project as far as concerns the right of publication and reproduction in accordance with the destination agreed in the contract. If there are no agreements on the destination, the license shall be limited to that use of the project, which existed at the time of the provision of the contract fixed plans. These plans should be demonstrated before the conclusion of the agreement to JSE Photography B.V..
7. Client can in consultation with JSE Photography B.V. receive a license for the use of copyrighted JSE Photography B.V. works that have been made by JSE Photography B.V. in the execution of an order for the client.
This license is only valid as long as the client meets the financial obligations related to the mobilization of the copyrighted work. The license is only valid for use on the work by the client himself or his successors.
8. All by JSE Photography B.V.s made projects do not have, unless explicitly stated otherwise, any license agreement for use outside the Netherlands. The cost for permission or a license for use outside the Netherlands will, unless previously agreed, be separately invoiced in accordance with the appropriate standards in the industry.
9. The costs to get to third party licenses for copyrighted material that will be used in the execution of the agreement are for the client. Under copyright material is defined as including but not exhaustively: fonts, software, branding elements, photos, videos, stock images and compositions. These charges are obliged to be taken and the client is fully responsible for this.
10. Client is responsible for handling the portrait rights of extras, interviewee or other persons or beneficiaries of a video production. The same applies to image rights, for example, buildings, structures or sites. The cost for registration and surrender of such rights shall be borne by the client and will, unless otherwise agreed, be invoiced additionally.
11. Both JSE Photography B.V. and the client have the right to make a project or video production
public and / or (do) multiply for the benefit of its own promotion such as a show reel, the internet, an exhibition, film festival or similar event or for events and the media focused on the demonstration and promotion of the activities, products or services of the sponsor and / or JSE Photography B.V., without being required prior consent and without any compensation to be paid in that regard.
12. The use by JSE Photography B.V. is however only possible after the project or video production has already been made public. If the film by compelling circumstances is no longer suitable for display, the client will notify JSE Photography B.V. in writing. In that case, JSE Photography B.V. is no longer be entitled to display the video production for the above purposes.

Article 16. Applicable law
1. On all agreements between the client and JSE Photography B.V. only Dutch law is applicable. The applicability of the Vienna Sales Convention is expressly excluded.
2. All disputes related to or resulting from the interpretation and / or fulfillment of the contract agreement, with the exception of disputes within the exclusive jurisdiction of the district court are settled by the Court in The Hague.

Article 17. Location and Change of Policy
1. These conditions are registered with the Chamber of Commerce in The Hague and will by sent by JSE Photography B.V. on request free of charge. The conditions can always be sent to you on request.
2. Applicable is the last registered version or the version valid at the time of the conclusion of the legal relationship with JSE Photography B.V..
3. The Dutch text of the general conditions is decisive for its interpretation.
JSE Photography B.V.