Terms and Conditions
Pro Visuals Media · General Terms and Conditions
Version 1.0 · 26 September 2026
Article 1. Definitions
In these Terms and Conditions the following terms have the meanings set out below:
Pro Visuals Media: the sole proprietorship Pro Visuals Media, located at Frisselsteinstraat 5, 5461 AD Veghel, the Netherlands, registered with the Dutch Chamber of Commerce (KvK) under number 68244010, VAT number NL002388770B29, hereinafter "Contractor".
Client: the legal entity or individual entering into, or intending to enter into, an agreement with Contractor, including any agency acting for an end client.
End Client: the brand or other principal on whose behalf Client engages Contractor, where Client is an agency or intermediary.
Assignment: the agreed services to be performed by Contractor for Client, including but not limited to video production, photo production, concept development, pre-production, post-production, colour grading, animation, VFX, instructional video, documentary, testimonial, corporate and food and drink production.
Quote: a written offer from Contractor to Client, including a description of services, deliverables, usage and fees.
Agreement: the service agreement established upon Client's acceptance of the Quote.
Work / Final Product: the result of the Assignment as described in the Quote, including edits, graphic elements, music and other creative output and, in the case of a production-only Assignment under Article 4.7, the camera-original, RAW and sound files listed as delivered.
Confidential Information: all information, in whatever form, exchanged between the parties in the context of the Assignment, including the identity of the End Client, unreleased or embargoed products, briefs, concepts, scripts, budgets, rates, footage and production documents, and the existence and terms of the Assignment itself.
NDA: a separate non-disclosure agreement signed between the parties.
In writing: any form of written communication, including e-mail, provided the identity of the sender is sufficiently established.
Revision: an amendment to an already delivered version of the Final Product, requested by Client.
Article 2. Applicability and hierarchy
2.1 These Terms and Conditions apply to all quotes, offers, work, assignments and agreements between Contractor and Client, unless otherwise agreed in writing.
2.2 The applicability of any general or purchasing terms and conditions of Client is expressly rejected, unless Contractor has explicitly accepted them in writing.
2.3 If one or more provisions of these Terms and Conditions are void or annulled, the remaining provisions remain in full force and the parties shall replace the affected provision with a valid one of similar effect.
2.4 In the event of conflict, the following order of precedence applies: (1) the signed Agreement or Quote, (2) a signed NDA on matters of confidentiality, (3) these Terms and Conditions. On all matters other than confidentiality, including liability, these Terms and Conditions prevail over an NDA unless the NDA expressly provides otherwise.
2.5 Contractor reserves the right to amend these Terms and Conditions. Amended terms apply to new agreements, and to ongoing agreements thirty (30) days after written notice to Client. Each version carries its own version number and date; the version in force at the moment the Agreement is formed applies to that Agreement.
Article 3. Quotes and formation of the Agreement
3.1 All quotes are non-binding and valid for thirty (30) days from the date of issue, unless explicitly stated otherwise.
3.2 Prices stated in quotes may change as a result of changes in the scope of work or price increases from third parties. Contractor will notify Client as soon as possible and, where the change is material, before incurring the cost.
3.3 An Agreement is formed at the moment Client accepts the Quote in writing, pays a deposit, or Contractor commences work at Client's request.
3.4 Verbal agreements are binding only once confirmed in writing by Contractor.
3.5 Contractor reserves the right to decline an assignment without stating reasons.
Article 4. Execution of the Assignment
4.1 Contractor executes the Assignment to the best of its ability and in accordance with professional standards. Unless expressly agreed otherwise, Contractor's obligations are best-efforts obligations, not obligations to achieve a specific result.
4.2 Contractor determines how the Assignment is executed, within the creative brief agreed with Client.
4.3 Contractor is entitled to engage third parties (crew, freelancers, studios, suppliers) in executing the Assignment. Contractor binds every such third party to a confidentiality undertaking comparable in scope and duration to Contractor's own obligations toward Client, and obtains from every crew member the rights required to deliver the Work under Article 7.
4.4 Client ensures that all required information, materials, product samples, brand assets and access are provided to Contractor in a timely, correct and complete manner. Delays resulting from late delivery by Client entitle Contractor to adjust the schedule and to charge additional costs incurred.
4.5 Contractor is entitled to execute the Assignment in phases and to invoice each completed phase separately.
4.6 A shoot day is costed on a ten (10) hour working day from crew call to wrap, including a lunch break of at least thirty (30) minutes, unless the Quote states otherwise. Overtime is charged pro rata per hour at 150% of the applicable day rate for the eleventh to fourteenth hour, 200% for the fifteenth and sixteenth hour, and 300% from the seventeenth hour, in line with the Dutch commercial crew standard. Overtime will be flagged before it is incurred where reasonably possible.
4.7 Where the Quote states that post-production is excluded and that camera-original, RAW and/or sound files are delivered to Client (a "production-only Assignment"), the following applies notwithstanding Articles 5, 7.1, 7.4, 7.5 and 7.8: (a) the material listed as delivered in the Quote constitutes the Final Product; (b) the licence or transfer of rights stated in the Quote covers that material; (c) Client and the End Client may edit, grade and adapt it for the purposes, media, territory and term stated in the Quote; (d) Articles 5.1 to 5.3 and 5.5 do not apply; (e) material not listed as delivered in the Quote, including project files, LUTs, presets, and set and lighting designs, remains with Contractor under Article 7.1; (f) Article 7.7 continues to apply.
Article 5. Revisions and changes
5.1 The agreed fee includes one round of revisions per delivered Final Product, intended for minor corrections such as text changes and minor colour adjustments.
5.2 Additional revisions are invoiced at the applicable hourly rate or a separately agreed amount.
5.3 Substantive changes after approval of the first edit are considered additional work and will result in additional charges.
5.4 Changes to the Assignment requested by Client after the Agreement has been formed may result in an adjusted delivery date and/or price. Contractor will confirm this in writing before proceeding.
5.5 Client is not permitted to re-edit, alter or otherwise modify the delivered Final Product without prior written consent from Contractor, save for adaptations expressly covered by the licence granted under Article 7.
Article 6. Fees and payment
6.1 All fees are exclusive of VAT, unless explicitly stated otherwise.
6.2 Client pays a deposit of fifty percent (50%) of the agreed amount upon acceptance of the Quote. The balance is due within fourteen (14) days of the final invoice date, unless otherwise stated in the Quote or on the invoice. Third-party costs may be invoiced in advance.
6.3 If Client fails to pay within the agreed term, Client is in default by operation of law. Contractor is entitled to charge statutory commercial interest (Article 6:119a of the Dutch Civil Code) and extrajudicial collection costs of fifteen percent (15%) of the outstanding principal, with a minimum of EUR 150.
6.4 Contractor is entitled to suspend work or withhold delivery of the Final Product until all outstanding amounts have been paid in full. All rights in the Work remain with Contractor until full payment has been received.
6.5 Travel, accommodation and parking costs are charged to Client unless otherwise agreed. Travel is charged at EUR 0.35 per kilometre. For international assignments, travel and accommodation are charged at cost.
6.6 Music licences, stock footage, stock photography, fonts and other third-party licensed materials are charged to Client at cost, exclusive of VAT.
6.7 Invoices are issued in euros (EUR). For payments from outside the SEPA area or in a currency other than EUR, bank, currency and transaction costs are borne by Client. Payments within the SEPA area carry no surcharge.
6.8 VAT is charged in accordance with the VAT rules applicable at the time of invoicing, determined by Client's place of establishment and VAT status. Where a reverse-charge or zero-rate treatment applies, this is stated on the invoice. Client provides a valid VAT identification number before invoicing and notifies Contractor without delay of any change. If a number provided proves invalid, or a tax authority subsequently corrects the treatment applied, Client owes the VAT due together with any interest and penalties charged to Contractor.
Article 7. Copyright and intellectual property
7.1 All intellectual property rights, including copyright and neighbouring rights, in everything Contractor creates in the course of an Assignment vest and remain with Contractor. This applies to the Final Product and equally to all material that is not delivered, including camera-original and RAW files, out-takes, unused selects, project and source files, LUTs, presets, set and lighting designs, concepts, scripts and storyboards. Contractor warrants that it has obtained from its crew and suppliers all rights required to hold and grant these rights.
7.2 Upon full payment, Contractor grants Client a non-exclusive licence to use the Final Product for the purposes, media, territory and term stated in the Quote. Where the Quote does not state them, the licence is limited to the client's own paid and organic digital and social channels, within the Benelux, for a period of twelve (12) months from first publication.
7.3 Use beyond the agreed purposes, media, territory or term, and any sub-licensing to third parties other than the End Client, requires Contractor's prior written consent and is subject to an additional licence fee. Contractor will not unreasonably withhold consent where a fee is agreed.
7.4 A full or exclusive transfer of rights in the Final Product to Client or the End Client takes place only where it is expressly stated in the Quote and priced separately, and takes effect upon full payment. Any such transfer covers the delivered Final Product only and never extends to the material listed in Article 7.1 that is not delivered.
7.5 Camera-original and RAW files, project files and unused material are not part of any delivery and are not included in any transfer of rights. Contractor may make them available on request, as a separate deliverable, subject to a written agreement and an additional fee, and on the condition that any material released is not published in unfinished or re-graded form without Contractor's consent. Contractor is entitled to decline such a request.
7.6 Material created during an Assignment that does not feature the Client's or End Client's product, packaging, branding, premises or personnel remains freely available to Contractor for its own use, including licensing to third parties, unless expressly agreed otherwise in writing.
7.7 Contractor retains the right to use the Final Product for its own promotional purposes (portfolio, website, social media, showreel, awards and festivals), from the date on which Client or the End Client has made the Work public, or twelve (12) months after delivery, whichever is earlier. Where an embargo applies, Contractor will confirm the release date with Client before publishing. Client may object in writing before formation of the Agreement, in which case the parties will agree a reasonable alternative.
7.8 Client is not permitted to alter, re-edit, crop beyond the delivered formats, or apply substantive colour changes to the Final Product without Contractor's prior written consent, save for adaptations expressly covered by the licence or transfer granted.
7.9 Client warrants that any materials it provides (logos, brand assets, footage, music, product) are free of third-party rights and indemnifies Contractor against any claim arising from them.
7.10 Talent buy-outs and usage rights for models, hand models, voice-over artists and other performers are limited to the media, territory and term stated in the Quote. Extended usage requires an additional buy-out, irrespective of any transfer of rights under Article 7.4.
7.11 Until full payment has been received, Client has no right to use the Final Product in any form. Rights granted or transferred under this Article are suspended for as long as any invoice remains outstanding.
Article 8. Portrait rights and releases
8.1 Where Client provides individuals to appear on camera (employees, interviewees, extras), Client is responsible for obtaining valid consent in accordance with applicable law, including the Dutch Copyright Act and the GDPR.
8.2 Where Contractor is responsible for casting, Contractor obtains signed releases from the talent it engages, limited to the usage stated in the Quote.
8.3 Contractor is not liable for claims from individuals portrayed where Client has not obtained valid consent under Article 8.1.
Article 9. Retention of material
9.1 Contractor retains raw footage and the Final Product for a minimum of twelve (12) months after delivery. After this period, material may be deleted without notice.
9.2 Where an NDA requires return or deletion of Confidential Information at an earlier date, that NDA prevails; Contractor may retain one archive copy of the Final Product for liability, insurance and portfolio purposes, held securely and subject to the same confidentiality obligations.
9.3 Upon request and for an additional fee, material can be retained longer or transferred to Client.
Article 10. Cancellation and postponement
10.1 Cancellation or postponement by Client must be made in writing. Unless the Quote states otherwise, the following fees apply, calculated on the agreed total excluding VAT:
more than fourteen (14) days before the first shoot day: 25%;
seven (7) to fourteen (14) days before the first shoot day: 50%;
fewer than seven (7) days before the first shoot day: 75%;
on or after the first shoot day: 100%.
10.2 Third-party costs already committed (studio, location, crew, equipment, kitchen hire, catering, travel, accommodation) are payable in full in all cases, regardless of when cancellation occurs.
10.3 Postponement at Client's request is treated as cancellation for the purposes of third-party costs, unless the third parties concerned agree to move the booking without charge.
10.4 Contractor may cancel the Assignment in the event of force majeure, with refund of amounts already paid less costs incurred.
Article 11. Force majeure
11.1 Contractor is not liable for failure to perform resulting from force majeure. Force majeure includes circumstances beyond Contractor's control, including illness of key crew, extreme weather, strikes, government measures, pandemics, failure of energy or communication services, failure of product or samples to arrive on time, and failure of engaged third parties.
11.2 In the event of temporary force majeure, Contractor's obligations are suspended for its duration. If force majeure persists for more than thirty (30) days, either party may dissolve the Agreement without liability for damages, subject to payment for work performed and third-party costs incurred.
Article 12. Liability
12.1 Contractor's total liability toward Client for damage resulting from an attributable failure in performance or an unlawful act is limited to the amount paid out under Contractor's professional and business liability insurance in the case concerned, plus Contractor's deductible.
12.2 If, for whatever reason, no payment is made under that insurance, Contractor's total liability is limited to the fee invoiced for the relevant Assignment, exclusive of VAT and exclusive of third-party costs passed on at cost.
12.3 Contractor is never liable for indirect or consequential damage, including lost profit, lost revenue, missed savings, damage to reputation, delayed launch or damage resulting from claims by the End Client, save where such damage results from Contractor's intent or deliberate recklessness.
12.4 The limitations in this Article do not apply in the event of intent or deliberate recklessness on the part of Contractor.
12.5 Contractor is not liable for damage resulting from incorrect or incomplete information, materials or product provided by Client, nor for damage to equipment, product or locations unless demonstrably caused by Contractor's fault.
12.6 Any claim against Contractor lapses if Client has not submitted a substantiated written complaint within thirty (30) days of discovery, and in any event twelve (12) months after delivery of the Final Product.
12.7 Contractor maintains professional and business liability insurance and equipment insurance. Details of coverage are available on request.
12.8 Where the parties have signed an NDA, Contractor's liability under that NDA toward Client is subject to the limitations in this Article, unless the NDA expressly provides otherwise.
12.9 Client indemnifies Contractor against claims by third parties, including the End Client, arising from Client's instructions, Client's materials, or Client's breach of confidentiality or of these Terms and Conditions.
Article 13. Confidentiality
13.1 Both parties keep all Confidential Information strictly confidential, use it solely for the Assignment and disclose it only to those of their personnel and advisers who need to know it for the Assignment and who are bound by equivalent obligations.
13.2 Contractor binds all crew, freelancers and suppliers it engages to a written confidentiality undertaking comparable in scope and duration to Contractor's own obligations toward Client, and prohibits them from recording the set or publishing behind-the-scenes content before public release.
13.3 Neither party publishes or discloses the existence or subject matter of the Assignment, or any Work, before the End Client has publicly released the campaign, save as permitted under Article 7.5.
13.4 Contractor does not process Confidential Information in public or consumer generative-AI services or online tools that do not provide a contractual data-protection guarantee. Where such tools are used under an enterprise agreement, brand names, budgets and launch dates are removed wherever the task allows.
13.5 These obligations remain in force for five (5) years after termination of the Agreement, and in respect of unreleased or embargoed material until it has lawfully entered the public domain.
13.6 Where the parties have signed an NDA, the NDA prevails over this Article on matters of confidentiality.
Article 14. Personal data (GDPR)
14.1 In the course of executing the Assignment, Contractor may process personal data of Client, the End Client and third parties. Contractor acts in accordance with the General Data Protection Regulation (GDPR), the Dutch GDPR Implementation Act (UAVG), and Belgian data protection law and the UK GDPR where applicable.
14.2 Client, as controller, is responsible for the lawfulness of processing personal data of individuals appearing in the Work who are provided by Client.
14.3 Where required, the parties will enter into a data processing agreement pursuant to Article 28 GDPR.
14.4 Personal data is not retained longer than necessary for the Assignment and is not shared with third parties without a lawful basis.
Article 15. International assignments
Belgium
15.1 Assignments for Belgian clients are governed by Dutch law, unless the parties have agreed in writing to apply Belgian law.
United Kingdom
15.2 Assignments for UK-based clients are governed by Dutch law, unless the parties have agreed in writing to apply English law. Where English law is agreed for a specific Agreement, these Terms and Conditions continue to apply to the extent they are not inconsistent with mandatory English law.
15.3 Assignments for UK-based clients are invoiced in euros (EUR), unless expressly agreed otherwise. Currency exchange risk is borne by Client.
15.4 Disputes with UK-based clients will preferably be resolved amicably. Contractor reserves the right to submit disputes to the competent Dutch court.
Article 16. Complaints
16.1 Complaints regarding delivered services must be submitted to Contractor in writing and with substantiation within fourteen (14) days of delivery of the Final Product.
16.2 Complaints regarding invoices must be submitted in writing within seven (7) days of the invoice date.
16.3 Submitting a complaint does not suspend Client's payment obligations.
16.4 If a complaint is justified, Contractor may remedy or redo the work, or partially credit the invoice. Further compensation is excluded, subject to Article 12.
Article 17. Governing law and disputes
17.1 All legal relationships between Contractor and Client are governed by Dutch law.
17.2 Disputes will be resolved amicably where possible. Failing that, disputes will be submitted to the competent court in the district of Oost-Brabant ('s-Hertogenbosch), unless mandatory law requires otherwise.
17.3 These Terms and Conditions exist in a Dutch and an English version. The language version provided to Client with the Quote applies to the Agreement. Where both versions have been provided, the Dutch version prevails.
Article 18. Concepts, pitches and pre-contractual material
18.1 All concepts, ideas, treatments, storyboards, moodboards, scripts, budgets and other material submitted by Contractor to a (prospective) Client as part of a pitch, proposal or Quote remain the exclusive intellectual property and Confidential Information of Contractor.
18.2 Such material is shared in confidence for the sole purpose of evaluating a potential Assignment. The (prospective) Client may not reproduce, share with third parties or execute the submitted concepts, in whole or in part, independently or through another party, without Contractor's prior written consent.
18.3 If a (prospective) Client uses a submitted concept without awarding the Assignment to Contractor, Contractor is entitled to compensation equal to the value the Assignment would have represented, without prejudice to any further rights.
18.4 These provisions apply from the moment material is submitted, including before any Agreement is concluded, and survive any decision not to proceed.
Article 19. General
19.1 These Terms and Conditions are available at www.provisualsmedia.nl and are referred to in every Quote. A copy is provided on request, free of charge, in digital or paper form.
19.2 In matters not covered by these Terms and Conditions, the Dutch Civil Code applies.
19.3 These Terms and Conditions, version 1.0 dated 26 September 2026, replace all previous versions.
Pro Visuals Media · Frisselsteinstraat 5, 5461 AD Veghel, the Netherlands · KvK 68244010 · VAT NL002388770B29 · info@provisualsmedia.nl · +31 6 27 26 96 16Client: the legal entity or individual entering into, or intending to enter into, an agreement with Contractor, including any agency acting for an end client.