1. General
1.1. These general terms and conditions apply to and form part of all agreements (whether or not on the basis of a quotation) between SIERRA Productions B.V. (hereinafter ‘SIERRA’) and customers and creative agencies (hereinafter: ‘Client(s)’), as well as to the ensuing agreements and further (legal) acts of SIERRA with, for or against Client(s). Once the general terms and conditions apply, they also apply, without further declaration of applicability, to new agreements between the parties and to all extra-contractual relations between the parties. Agreements as referred to in this paragraph also include work performed by SIERRA on behalf of the Client(s).
1.2. Deviations from these general terms and conditions are only valid if they have been agreed in writing between the parties.
2. Rights and obligations of the parties
2.1. The (digital) signature on the quotation is binding. By signing the quotation, the Client indicates its agreement with (the terms and conditions and work of) the project and authorises SIERRA to incur expenses and enter into agreements with third parties for the purpose of the project.
2.2. The project description, deliverables (including number of revision rounds) and usage rights are agreedin the quotation, these are leading and determine SIERRA's obligations to the Client.
2.3. After the Client signing the quotation, SIERRA sets the final production days and communicates them to the Client. Once the Client has confirmed in writing (by e-mail, WhatsApp or otherwise), these dates are considered binding.
2.4. SIERRA will execute the project with the utmost care and expertise. However, SIERRA is not responsible for the specific (marketing) outcomes or objectives Client aims to achieve through the use of the content produced. The effectiveness of the content in achieving the Client’s desired goals lies outside of SIERRA's scope of responsibility and SIERRA cannot be held liable for this.
2.5. SIERRA is, by derogation from the provisions of Section 7:404 of the Civil Code, at all times entitled to subcontract the agreed work in the quotation to subcontractors or third parties.
2.6. SIERRA reserves the right to substitute both, talent (models) and other cooperating parties, if deemed necessary by SIERRA. The Client may indicate preferences about substitution, but SIERRA is free to make the final choice.
2.7. The Client is obliged to provide SIERRA with all facts and circumstances that may be relevant to the correct performance of the agreement, as well as all data and information required by SIERRA, in a timely and complete manner. The Client guarantees the accuracy and completeness of all data and information provided to SIERRA. All damage that arises because the Client has not delivered information on time, not correctly or not completely, is at the expense and risk of the Client.
3. Start, duration and termination
3.1. The cooperation between the parties starts when the client signs the quotation and lasts until the final delivery of all agreed deliverables of the project by SIERRA.
3.2. The cooperation between the parties cannot be terminated early by the Client.
3.3. If, contrary to article 3.2 of the general terms and conditions, the Client terminates the cooperationbetween the parties early, the Client will owe SIERRA compensation equal to the agreed price in thequotation, plus the price for any agreed additional work.
4. Additional/interim modifications
4.1. Any work or requests not included in the original quotation are considered as additional work. SIERRA will inform the Client in advance if additional work is involved, after which the Client must give explicitapproval. The cost of additional work will be included in the next invoice or in a separate invoice.
4.2. If, in accordance with the provisions of article 2.3 of the general terms and conditions, a productionday is once set and is subsequently rescheduled at the Client’s request or forced to be rescheduled due to Client’s actions (shortcomings, failure, etc.), all costs incurred (both material and immaterial),plus an additional 20% surcharge for organisational charges, shall be borne by the Client. These costs will be included in the next invoice or in a separate invoice.
4.3. SIERRA reserves the right at all times to adjust the time schedule of the project or delivery date(s) withregard to the deliverables, without compensation in any form, even if an explicit deadline has been agreed on this in advance.
5. Payment Terms
5.1. Unless agreed otherwise in writing, payment of SIERRA's invoices must be made within 14 days of the invoice date.
5.2. If the term of payment is exceeded, Client shall be in default by operation of law and is SIERRA entitled to charge a penalty interest of 2.5% per week on the outstanding amount, up to a maximum of 50% of the total invoice amount. If the merits of an invoice are not disputed by the Client within 14 days of receipt, the merits of the bill are established. Client does not have the right of set-off or suspension. All judicial and extrajudicial costs incurred by SIERRA in connection with the collection of its claims shall be borne by the Client, subject to a minimum of 10% of the outstanding invoices.
5.3. SIERRA reserves the right not to release agreed deliverables if the Client has not fulfilled his payment obligations in full.
6. Intellectual Property and Behind-the-scenes material
6.1. SIERRA retains all intellectual property rights to the material produced. The Client receives only therights of use specified in the quotation. The effective date (airing date) of this usage period appliesfrom the moment the Client first publishes or uses the produced material.
6.2. Since SIERRA retains ownership of the material produced, SIERRA may use it (or parts of it) forpromotion or portfolio activities on its own (online) channels.
6.3. SIERRA may record behind-the-scenes material during pre-production, production and/or post-production. This material may be used for internal and/or promotional purposes, unless otherwise agreed.
7. Liability
7.1. As soon as the Client discovers or reasonably should have discovered a possible ground for a pretence claim against SIERRA, the Client is obliged to notify SIERRA in writing of the existence of this pretence claim against SIERRA immediately, supported by documents and properly substantiated, on pain of forfeiture of rights. Without prejudice to the provisions of Article 6:89 of the Civil Code, the right to compensation against SIERRA lapses one year after the act or omission from which the damage directly or indirectly results and for which SIERRA is liable.
7.2. If the Client is responsible for certain production elements (e.g. arranging an influencer/model, supplying material/props or providing transport), the Client also bears the responsibility and risk for their adequate fulfilment. Any consequences of a shortcoming in this responsibility shall be borne by the Client and SIERRA cannot be held liable for this.
7.3. If the execution of a Client order entails engaging a person who is neither connected to SIERRA nor part of a collaboration entered into by SIERRA to perform work in the context of the given order, SIERRA is not liable for errors made by this person.
7.4. If the Client (or a person related to a Client) enforces a decision on the set or at the last moment(usually verbally) that leads to unfavorable results for the Client, these consequences are at the Client's risk and SIERRA cannot be held liable for this.
7.5. Any liability of SIERRA is always limited to the amounts paid to SIERRA by the Client in the current calendar year on account of work performed for him, up to a maximum of EUR 50,000 (including VAT).
7.6. SIERRA is never liable for indirect damage, consequential damage and trading loss. SIERRA's liability never goes beyond what is stipulated in these general terms and conditions, regardless of whether there are claims pursuant to a contract or on other grounds.
8. Data Protection, Privacy and storage deliverables
8.1. The Parties agrees to comply with all applicable data protection laws and regulations (AVG/GDPR or similar legislation). Any personal data shared during the collaboration must be handled with the utmost confidentiality and security, and in accordance with the aforementioned legislation.
8.2. SIERRA keeps the deliverables for at least six months after delivery to the Client. After this period, the deliverables may be deleted. It is the Client’s responsibility to secure and archive the deliverables in atimely manner.
9. Final provisions
9.1. If one or more provisions of a(n) agreement(s) between SIERRA and the Client shall prove to be whollyor partly invalid or unenforceable, they are hereby replaced now for then by provisions to which thisdoes not apply and which as far as possible regulate the same as the invalid or unenforceableprovision. To the extent necessary, the parties shall consult in good faith on the exact wording of suchreplacement provisions.
9.2. Dutch law shall exclusively apply to the general terms and conditions and the agreement(s) betweenSIERRA and the Client, setting aside the Client's own terms and conditions.
9.3. Disputes concerning the conclusion or execution of the assignment given by the Client to SIERRA shallbe settled by the District Court of Amsterdam.
9.4. These general terms and conditions can also be consulted at www.sierraproductionhouse.com.
For questions about these conditions, we can be reached through our contact form or by phone: +31(0)202614425.