ARTICLE 1. DEFINITIONS
1.1. Re-blak: The legal entity Re-blak, based in Groningen, registered with the Chamber of Commerce under number 70739592. “Daan Oosterhuis” and “Re-blak.film” are trade names of Re-blak.
1.2. Client: The natural person or legal entity that has entered into an agreement with Re-blak.
1.3. ‘General terms and conditions’: Refers to the entire set of provisions as included in this document.
1.4. Services: All services Re-blak will perform for the client. These include, but are not limited to: creating, producing, and developing videos and/or films, such as brand films, campaigns, and commercials for business clients and advertising agencies.
1.5. Agreement: The agreement between Re-blak and the client under which Re-blak will perform the services.
1.6. Information: All data provided by the client to Re-blak.
1.7. Written: By letter, email, or digital messaging such as WhatsApp.
1.8. Confidential Information: All financial, business, and personal data provided, entered, stored, or processed by the client and/or Re-blak.
1.9. Website: www.re-blak.film
ARTICLE 2. APPLICABILITY OF THESE GENERAL TERMS AND CONDITIONS
2.1. These general terms and conditions apply to all offers made by Re-blak, issued quotes, concluded agreements, performed services, other actions, and invoices, unless otherwise agreed in writing.
2.2. By agreeing to the offer via email, the client declares that they have read and accepted these general terms and conditions.
2.3. If there are discrepancies between the provisions of these general terms and conditions and the provisions of a signed agreement, the provisions of the agreement shall prevail.
2.4. These general terms and conditions also apply to actions and/or work performed by third parties hired by Re-blak to carry out tasks within this agreement.
2.5. The applicability of the client’s general terms and conditions and/or purchase conditions is expressly rejected. Other conditions do not apply to the concluded agreement.
2.6. Re-blak may change the general terms and conditions at any time, including for existing agreements. If Re-blak changes the general terms and conditions, the client will be informed. The client may cancel the agreement from the moment the new terms take effect, or within a maximum of 7 days after the new terms come into effect.
2.7. If certain articles and/or provisions of these general terms and conditions are legally prohibited or declared invalid (null and void), these articles will be disregarded. The remaining articles remain applicable. In addition, Re-blak and the client will consult on which new provision will replace the old provision, taking into account the purpose and intent of the old provision.
ARTICLE 3. OFFER
3.1. If an offer from Re-blak has a limited validity period, this will be clearly stated in the offer. If no period is indicated, the offer is valid for 14 days from the date the offer is made. If the client does not accept the offer within this 14-day period, the offer expires.
The offer is also subject to availability and the scheduling of Re-blak.
3.2. As long as the client has not accepted the offer within the specified period, Re-blak may withdraw or modify the offer and the associated rates.
3.3. In the offer, Re-blak specifies which service, product, or chosen package is offered, the agreed rate and/or the usual hourly rate with an estimated number of hours. Any additional costs, including travel costs of €0.20 excl. VAT per kilometer and/or travel time, will also be mentioned. No rights can be derived from an estimate of hours.
3.4. If it turns out that the client has provided incorrect and/or incomplete information in the request, Re-blak may adjust the rates and additional conditions.
3.5. The offer and/or special promotion does not automatically apply to follow-up assignments.
3.6. The offer contains a complete description of the services offered, and the description is sufficiently detailed to allow the client to properly assess the offer.
3.7. Re-blak may charge an advance payment of 50% of the agreed rate to the client. Work will only begin after payment is made. Unless otherwise agreed, the remaining amount will be invoiced in a single installment after the digital files have been delivered to the client.
3.8. Re-blak may change the rates during the course of the agreement. If the rates for agreed services increase after the agreement is concluded, the client may cancel the agreement from the date the price increase takes effect. Price increases due to statutory regulations or provisions are excluded.
3.9. Anything delivered to the client outside the offer will be considered additional work and will be charged accordingly.
3.10. Re-blak cannot be held to the offer if the client reasonably could have understood that the offer, or part of it, contains an obvious mistake, typographical error, or miscalculation.
ARTICLE 4. AGREEMENT, ADDITIONAL WORK, CANCELLATION AND TERMINATION
4.1. The agreement is concluded when the client sends an email confirming acceptance of the offer. Changes to concluded agreements can only be made in writing and are valid only when accepted by both Re-blak and the client.
4.2. After the agreement is concluded, Re-blak will begin the work within the agreed time. If the client has accepted the offer electronically, Re-blak will confirm acceptance of the offer. Until Re-blak confirms the acceptance, the client may cancel the agreement without cost.
4.3. Re-blak may have certain tasks performed by third parties or receive support without informing the client in advance.
4.4. If Re-blak needs to perform more work than agreed upon in the offer due to unforeseen circumstances that were not known at the time the offer was made, Re-blak may charge the additional costs resulting from this as additional work to the client.
4.5. If additional work requires tasks to be performed between 10:00 PM and 6:00 AM, these hours will be billed to the client based on the applicable night rate.
4.6. If additional work changes the delivery time, Re-blak will inform the client as soon as possible.
4.7. The client’s accepted offer, any signed agreement, and these general terms and conditions together represent the full display of the rights and obligations of both parties and replace all previous written and oral agreements.
4.8. If the client wants to cancel the agreement prematurely or cancel the work before it begins, this can only be done in writing, and the client is obliged to pay for the work already performed, with a minimum of 50% of the agreed rate.
4.9. In addition to Article 4.8, the client is obliged to reimburse any losses, lost profits, and all costs for purchased materials and/or hired third parties.
4.10. If the client has made an advance payment, this advance will serve as a cancellation fee, regardless of the amount and/or percentage of the paid advance.
ARTICLE 5. EXECUTION OF THE AGREEMENT
5.1. Each agreement between Re-blak and the client is an effort-based obligation, in which Re-blak will perform its obligations to the best of its ability and insight, with the necessary care and professionalism. However, Re-blak cannot be held responsible if the result does not meet the client’s expectations.
5.2. Re-blak ensures that (confidential) information provided by the client is secured so that it is not accessible to unauthorized persons.
5.3. In some cases, Re-blak is authorized to place a credit for its name on delivered products and/or services. The client is not permitted to remove this credit unless otherwise agreed.
5.4. In addition to Article 5.3, Re-blak is also authorized to use the digital files and/or data of the client on the website and/or social media channels for promotional purposes, such as in a portfolio or for references.
5.5. The client is required to provide all information necessary for the execution of the work, such as personal and business information and information about or related to the tasks to be performed, and any other relevant information Re-blak requests, in a timely manner. The client is responsible for the accuracy, completeness, and reliability of this data, even if it comes from third parties.
5.6. If the client fails to provide the information mentioned in Article 5.5 or does so untimely, causing delays in the execution of the work, any resulting additional costs will be borne by the client. Re-blak may also unilaterally decide to suspend the execution of the work until the required data is received.
5.7. After approval of the offer, the agreed work must commence within 3 months. If the client does not enable Re-blak to begin work within 3 months, Re-blak is entitled to unilaterally terminate the assignment. The advance payment will not be refunded, and the remaining payment will be waived.
5.8. In addition to Article 5.7, Re-blak will remind the client a maximum of 3 times within the assignment to provide the required input. If the client does not respond, Re-blak is entitled to terminate the assignment without the client’s approval.
5.9. If a third party needs to join Re-blak for the execution of the assignment, this third party will only be appointed after consultation with the client.
5.10. Re-blak will keep the client informed, as far as possible and necessary, about the work being carried out and the execution of the services.
5.11. Within the assignment, it is possible to provide feedback to Re-blak through two rounds of revisions, unless otherwise agreed. Feedback may be provided within the scope of the offer, provided it does not lead to a change in the assignment. Feedback must be submitted to Re-blak within 7 days.
5.12. In the event of a change to the assignment, feedback submitted after 7 days, or if the client requests an additional revision round, Re-blak will charge the client for additional work, as stated in Article 4.4. Corrections that lead to a change in the assignment will also be charged based on Re-blak’s applicable hourly rate at that time.
ARTICLE 6. RIGHTS AND OBLIGATIONS OF THE CLIENT
6.1. The client must comply with the provisions as stated in these general terms and conditions.
6.2. The client is obligated to inform Re-blak as soon as possible of any changes to the data mentioned in Article 5.5.
6.3. The client is obligated to report any complaints regarding the services and/or products provided by Re-blak as soon as possible, but no later than 14 days after the delivery of the digital files. Re-blak strives to respond to the complaint within 5 working days.
6.4. The client is obligated to give Re-blak a reasonable period to address the complaint and/or the identified defect. The submission of a complaint does not suspend the payment obligation.
6.5. One year after the delivery of the products and/or services, the client indemnifies Re-blak from all legal claims arising from those delivered products and/or services.
6.6. The client is responsible for creating backup copies of all materials and/or data that Re-blak needs for the execution of the work. Re-blak is not liable for any damage resulting from the loss of these materials and/or data.
6.7. There is no right of withdrawal, as the client is always a business customer.
6.8. The client is responsible for approving the recordings made by Re-blak. If there are errors/inaccuracies in the recordings after the client has approved them, Re-blak cannot be held liable.
6.9. All digital files provided by Re-blak are for the use agreed upon in the offer. The delivered products may not be used for commercial purposes or for other purposes than those initially agreed upon in the offer.
ARTICLE 7. DELIVERY AND DELIVERY TIME
7.1. The delivery time set by Re-blak varies per assignment and will be agreed upon with the client. The delivery time begins after the agreement is concluded and after Re-blak has received all necessary data and/or materials.
7.2. The client must submit the necessary data and/or materials, as mentioned in Article 5.5, and any additional information required to ensure proper execution of the work, no later than 7 days before the start of the work.
7.3. The mentioned deadlines are always guidelines; they are never definitive. If the deadline is exceeded, this does not automatically mean that Re-blak is in default.
7.4. If the delivery deadline is exceeded by more than 30 days, the client can only terminate the agreement if Re-blak, after a detailed written notice of default, fails to carry out the delivery within a reasonable period and does not fulfill the obligations.
7.5. The client is required to do whatever is necessary to enable timely delivery by Re-blak. This includes, among other things, providing the data and/or materials as mentioned in Article 7.2.
7.6. If the delivery is delayed due to Re-blak’s actions, such as illness or other unforeseen (personal) circumstances, Re-blak will notify the client in writing as soon as possible, but no later than within 24 hours.
7.7. Re-blak will be deemed to have fulfilled its delivery obligation, without proof to the contrary, once the services and/or products delivered by Re-blak have been offered to the client.
ARTICLE 8. PAYMENT
8.1. Once the offer has been accepted by the client, the obligation to pay the agreed fee arises.
8.2. Invoices must be paid within 14 calendar days from the invoice date, unless otherwise agreed or a different payment term is stated on the invoice.
8.3. Orders placed via the website are paid for online immediately, and digital products are delivered after full payment.
8.4. Re-blak offers the client the option to pay in agreed installments. If installment payments are not made on time, Re-blak has the right to postpone the work until the next payment is made.
8.5. If late payment occurs three times, Re-blak may decide to unilaterally terminate the assignment and/or revoke the option to pay in installments, making the remaining amount immediately and fully payable.
8.6. If the client fails to meet the payment obligation on time, the client is automatically in default, without the need for further notice of default.
8.7. In the event of late payment, the client is, in addition to the amount owed, required to fully reimburse both extrajudicial and judicial collection costs, which will be at least 15% of the invoice amount, with a minimum of €150 excluding VAT.
8.8. In case of liquidation, bankruptcy, seizure, suspension of payments, or death of the client, Re-blak’s claims become immediately due and payable.
8.9. In addition to Article 8.8, Re-blak has the right to terminate or suspend the execution of the work or any part of it, without notice of default or judicial intervention, without the client being entitled to compensation for any damages that may arise.
8.10. All digital products delivered by Re-blak remain the property of Re-blak until all amounts owed by the client to Re-blak have been paid.
ARTICLE 9. INTELLECTUAL PROPERTY
9.1. All intellectual property rights to all delivered services, (digital) files, products, documentation, and/or materials are vested in Re-blak unless otherwise agreed. The client is not allowed to reproduce, resell, disclose, or make available the delivered services, (digital) files, products, documentation, and/or materials to third parties, except as otherwise agreed in writing.
9.2. The intellectual property rights to creations developed by Re-blak remain the exclusive property of Re-blak unless the rights are bought out or otherwise agreed.
9.3. Re-blak is not responsible for any information and/or content shared or made available to Re-blak by the client. If the information and/or content provided by the client infringes on the rights of third parties and/or violates applicable laws and regulations, the client will indemnify Re-blak from any claims for damages made by third parties as a result of this conduct.
9.4. Any action that infringes upon this article is considered a violation of copyright, where Re-blak is entitled to a compensation fee of at least twice the applicable license fee for such usage, without losing the right to any additional damages.
9.5. Re-blak reserves the right to deliver non-editable files to the client. The client may not make changes to the delivered digital files as provided by Re-blak. The client will receive the files in the form of H.264 MP4 videos in the agreed resolution and/or formats.
9.6. After delivery of the digital files, the client is granted an exclusive and non-transferable license to use the files. The license is for normal use and excludes modifications to the delivered files. The license also does not cover the use of the source and editing files, and the client will not have access to these source or editing files.
ARTICLE 10. DURATION AND TERMINATION OF THE AGREEMENT
10.1. The agreement is entered into for a fixed term, unless otherwise specified in the offer or unless the parties explicitly and in writing agree otherwise.
10.2. The client may not terminate the agreement prematurely unless explicitly permitted.
10.3. Either party may only terminate the agreement if the other party fails to meet its obligations after proper written notice of default. A reasonable period must be provided to remedy the shortcoming.
10.4. Notwithstanding Article 10.3, Re-blak may terminate the agreement, in whole or in part, immediately and without notice or judicial intervention by written notification if an urgent reason arises, including but not limited to the following:
• Suspension of payments has been granted to the client;
• The client’s bankruptcy has been declared;
• There is suspicion that the client is unable to (continue to) meet their payment obligations or recurring payment issues;
• The client acts in violation of public order, good morals, and/or applicable laws and regulations; • The client infringes on the rights of third parties;
• The client acts in violation of an obligation arising from the agreement;
• The client does not respond to correspondence via email, phone, and/or written communication, including registered mail, and ignores reasonable guidelines and/or instructions from Re-blak;
• Re-blak has indications that it cannot perform the work to the best of its ability.
10.5. If the agreement is terminated due to a situation mentioned in Article 10.4, Re-blak will never be obliged to pay any compensation to the client.
10.6. If Re-blak has already received payments related to the work at the time of termination as described in this article, these payments will not be refunded retroactively. Additionally, any amounts invoiced by Re-blak to the client prior to termination will still be owed and will become immediately payable upon termination.
10.7. Re-blak reserves the right to refuse or immediately terminate the agreement if the client provides content that contains discriminatory, pornographic, offensive, or threatening material.
ARTICLE 11. LIABILITY
11.1. The client remains fully responsible for carrying out or applying the advice provided by Re-blak during the execution of the work.
11.2. If, despite Article 11.1, Re-blak is held liable, its liability is limited to the reimbursement of direct damage, up to a maximum of twice the agreed fee for the specific work. This amount is always limited to the maximum amount paid by the insurer to Re-blak in the specific case. If the agreement is a continuing agreement, the liability is limited to the reimbursement of direct damage, up to a maximum of the amount of the last paid invoice by the client.
11.3. The client is entitled to compensation only if they have notified Re-blak of the attributable failure and/or unlawful act by means of a written notice of default. The notice of default must provide Re-blak with a reasonable period to correct the failure and/or fulfill the obligations. The client may only claim compensation if Re-blak fails to remedy the situation or fulfill its obligations. If fulfillment and/or remedy is permanently impossible, the requirement for a notice of default does not apply.
11.4. In addition to Article 11.2, Re-blak is only liable for direct damages such as reasonable costs to determine the cause and extent of the damage, any reasonable costs the client must incur to repair the damage, and reasonable costs to prevent or limit the damage, provided the client can demonstrate that these costs led to a reduction in direct damage as specified in this article.
11.5. Re-blak is not liable for damage arising from this agreement, except in cases where the damage is caused by intent or gross negligence on Re-blak’s part or when Re-blak has relied on incorrect or incomplete data provided by or on behalf of the client.
11.6. Re-blak is never liable for indirect or consequential damages such as lost savings, lost profits, legal costs, loss of clients, restoration costs, damages due to business interruption, and for damages arising from the loss of the data referred to in Articles 5.5 and 7.2 during the execution of the work.
11.7. The client indemnifies Re-blak against all claims from third parties, including costs, that are in any way related to work that Re-blak has performed in the context of the agreement.
11.8. Re-blak and any third parties hired by Re-blak are not liable for material or immaterial damage resulting from accidents or injuries sustained during the filming or recording.
11.9. Re-blak is not liable for loss, theft, or damage to personal property of the client during a video shoot or recording(s).
ARTICLE 12. INTERRUPTION OF WORK AND FORCE MAJEURE
12.1. Re-blak is not obliged to perform the work if it becomes impossible due to force majeure. Force majeure refers to a situation where the parties cannot reasonably exert any influence, such as illness, pandemics, accidents, fire, business interruptions, and government measures.
12.2. If a situation as described in Article 12.1 occurs or other circumstances arise that temporarily prevent the work from being performed, the obligations are suspended as long as the parties cannot fulfill their obligations. In such a situation, the parties will seek a solution together. If the force majeure lasts longer than 90 days, both parties have the right to terminate the agreement in writing. Costs and hours worked up to that point will become immediately payable.
12.3. Re-blak may be dependent on cooperation, services, and deliveries from third parties over which it has no influence. Therefore, Re-blak cannot be held liable for damage caused by a third party with whom Re-blak has entered into an agreement.
12.4. In the case of a business agreement, the parties are obliged to reschedule the work, and the payment obligation remains in place.
12.5. If, due to a technical problem, the content created cannot be delivered, the video report can be done again free of charge. Re-blak is not obligated to pay compensation to the client in such cases.
ARTICLE 13. SPECIAL PROVISIONS REGARDING VIDEOGRAPHY AND RECORDINGS
13.1. Re-blak is entitled to charge a 50% deposit or the full agreed fee before the video report is made. If the (deposit) invoice is not paid on time, Re-blak will cancel the video shoot. Re-blak is then entitled to charge a cancellation fee to the client.
13.2. The client is responsible for obtaining consent from those present and/or third parties who will appear in the video and/or on the stills. Additionally, the client and any actors and/or third parties must be present at the agreed time for the video report. If someone is late, the time will not be made up.
13.3. If the client hires actors and/or extras, the client is responsible for the buy-out or fee for the use of the stills and/or videos.
13.4. In the case of location rental for a video shoot, the client is responsible for booking the location. The additional costs will be borne by the client.
13.5. If the client wants to receive the edited video(s) more quickly after the video shoot, an additional fee of €75 (excluding VAT) will be charged for “rush editing.”
13.6. Re-blak is not responsible for the client’s choices regarding makeup, hair, and styling unless these are part of the offering.
13.7. If the client wants to make changes regarding the location and/or number of outfit changes outside the original offering, Re-blak may charge for these additional hours/work as extra work as mentioned in Article 4.4.
13.8. Re-blak is not liable for color deviations on non-calibrated screens.
13.9. The digital files will be made available to the client via Vimeo and/or WeTransfer for download once the client has fully met their payment obligation.
13.10. If the client wants to share the digital files on websites and/or social media channels, Re-blak requests that the name be mentioned and/or tagged. The client is not allowed to use any other name on the photos.
13.11. Raw photo and/or video files and the editing files will be deleted after 30 days. The client is responsible for making a backup of the digitally delivered files such as photos and videos.
13.12. Re-blak may be replaced by a third party in case of unforeseen circumstances. In the event of unforeseen circumstances, such as but not limited to illness and/or extreme weather conditions, Re-blak will provide a replacement videographer or, if possible, the parties will agree on a new date. Re-blak is not liable for the possible consequences of these unforeseen circumstances. If no solution can be found, the client has the right to cancel the agreement without any cost.
13.13. If such a situation arises after the recordings are made but before the final video(s) are delivered, Re-blak will suspend its obligations to the client until it can fulfill them. If this situation lasts longer than 8 weeks, both parties have the right to terminate the agreement in writing.
13.14. If the client has booked an outdoor video report, Re-blak is dependent on the weather conditions. In case of bad weather, Re-blak will consult with the client to decide whether the video report will continue or be rescheduled. If the video report is rescheduled, there will be no cost for the client. The client is also not entitled to compensation or a discount.
13.15. Once the client has approved the concept video, no further changes can be made unless otherwise agreed. This applies to the chosen audio as well. Once the client approves the audio, it cannot be changed. If the client still wishes to make changes, Re-blak may charge for these additional tasks as extra work as mentioned in Article 4.4.
13.16. Cancellation of a video shoot and/or recordings by the client is only possible in writing. Re-blak has reserved time for the planned work. If there is no valid reason for cancellation and no new date is agreed upon, Re-blak will charge a cancellation fee. What is considered valid circumstances will be determined by Re-blak. The cancellation fees are as follows:
• Cancellation up to 14 days before the start: 50% of the agreed fee, or the earlier deposit paid;
• Cancellation within 14 days before the start: 75% of the agreed fee;
• Cancellation within 7 days before the start or failure to show up for the video shoot/recording: 85% of the agreed fee.
13.17. If the video shoot/recording is initially rescheduled and later canceled, 75% of the agreed fee will be charged.
ARTICLE 14. OTHER PROVISIONS AND APPLICABLE LAW
14.1. If the client includes provisions and/or conditions in the assignment that deviate from, or are not included in, these terms and conditions, these provisions and/or conditions will only be binding if Re-blak explicitly accepts them in writing.
14.2. Re-blak strives to take appropriate technical and organizational measures to secure (personal) data against loss and/or any form of unlawful use by third parties. See also the privacy statement.
14.3. The parties are obliged to maintain confidentiality about all confidential information they have obtained in relation to the agreement and the work. Information is considered confidential if indicated as such by the other party or if this is evident from reasonableness and fairness.
14.4. If Re-blak deviates from the general terms and conditions for the benefit of the client, the client cannot derive any rights from this.
14.5. Rights and obligations arising from the agreement can only be transferred by the client to another party with the written consent of Re-blak.
14.6. Dutch law applies to all agreements and these general terms and conditions.
14.7. The parties will first attempt to resolve any conflicts together before resorting to legal action.
14.8. All conflicts will be settled by the competent court in the district where Re-blak is located, unless a legal obligation dictates otherwise.
Version: April 2023