General terms and conditions

Article 1 Definitions

PMG Content (registered name: Pilarczyk Mediagroep B.V., registration number KvK 32090836) (hereinafter: PMGC) is a private limited liability company with the aim of producing television programs and other types of video content, in the broadest sense.
In these General Terms and Conditions, ‘Client’ means: the legal entity or the consortium of legal entities or the intermediary or representative acting on their behalf that uses the Services of PMGC and assigns PMGC to provide the Services as referred to in Clause 4.
In these General Terms and Conditions, ‘Agreement’ means: the legal relationship between PMGC and the Client, in the broadest sense.
In these General Terms and Conditions, ‘Services’ means: all services provided to the Client by PMGC and/or third parties engaged by PMGC, and the resulting products, including but not limited to the production of television programs and other types of video content, as well as all other activities performed by PMGC for the Client in the context of an assignment, including activities that are not expressly requested by the Client.
In these General Terms and Conditions, ‘Website’ means: the website pmgcontent.nl.

Article 2 Applicability of the General Terms and Conditions

These General Terms and Conditions apply to all Agreements concluded between the Client and PMGC.
Deviations from these General Terms and Conditions are only valid if expressly agreed in writing with PMGC.
The applicability of the Client’s purchasing or other terms and conditions is expressly rejected, unless expressly agreed otherwise in writing.
These General Terms and Conditions also apply to additional or amended assignments from the Client.
PMGC is entitled to make reasonable changes to these General Terms and Conditions. PMGC will provide the amended terms and conditions.

Article 3 The Agreement

The Client can contact PMGC at info@pmgcontent.nl for one of the offered Services. PMGC will consult with the Client regarding their expectations and may then prepare a quotation, which will be sent by letter or email. The Client has seven (7) days to accept a quotation, after which it expires.
An Agreement between the Client and PMGC is established when PMGC confirms this by email.
All offers are entirely without obligation, unless expressly stated otherwise.
If PMGC sends a confirmation to the Client, it is decisive for the content and interpretation of the Agreement, subject to obvious typographical errors. PMGC is not bound by its quotation if the Client can reasonably understand that the offer, or part thereof, contains an obvious error or mistake.
If the Client makes notes or comments on a quotation from PMGC, these do not form part of the Agreement unless PMGC confirms this in writing.
An assignment by the Client for which no written quotation has been issued must be accepted by PMGC by email.

Article 4 Performance of the Services

PMGC will make every effort to perform the Services to the best of its ability and in accordance with the requirements of good craftsmanship, and as much as possible in accordance with the written agreements.
PMGC has the right to have certain parts of the Services performed by third parties. PMGC will exercise due care in engaging and selecting these third parties. The costs of engaging these third parties are part of a quotation and will be charged to the Client.
The Client ensures that all data indicated by PMGC as necessary, or which the Client should reasonably understand to be necessary for the performance of the Services, are provided to PMGC in a timely manner so as not to hinder meeting deadlines and/or the delivery of the Services. If the necessary data for the performance of the Services is not provided to PMGC on time, PMGC has the right to suspend the execution of the Agreement and/or charge the Client for the additional costs resulting from the delay according to the usual rates.
The Client ensures that PMGC can perform its Services in a timely and proper manner to the extent that the cooperation of the Client is necessary. If the Client fails to meet these obligations, it is obliged to compensate PMGC for the resulting damages.
If a deadline has been agreed or provided for the performance of the Services, this is never a strict deadline. If PMGC exceeds a deadline, the Client must give PMGC written notice of default, allowing PMGC a reasonable period to still perform the Agreement.
The Client may not make any changes to the delivered Products or performed Services as delivered by PMGC without prior written consent from PMGC.
The parties will consult regarding the content of the products resulting from the Service. The plan of PMGC and the directions from PMGC about what is or is not appropriate regarding the content will be decisive.
PMGC will provide the result of the Services to the Client after the first broadcast via PMGC, in the form of digital files or digital extensions.

Article 5 Delivery and Delivery Time

The delivery time used by PMGC varies per Service and is determined in consultation with the Client. The delivery time stated by PMGC starts after receipt of the data from the Client as specified in Article 4(3) of these General Terms and Conditions.
If a delivery time has been established by the parties for PMGC, this delivery time can never be considered a strict deadline. Mere exceeding of a delivery time does not put PMGC in default.
If the delivery time is exceeded by more than 30 days, the Client is entitled to dissolve the Agreement only if PMGC, after a proper and as detailed as possible written notice of default specifying a reasonable period for remedying the shortcoming, fails to meet the essential obligations of the Agreement.

Article 6 Modification of the Agreement

PMGC generally performs only what has been agreed in writing with the Client. If the Client wishes to modify the Agreement, this must be requested in writing to PMGC and confirmed by PMGC.
If during the execution of the Agreement it becomes apparent that it is necessary to modify or supplement it for proper execution, PMGC and the Client will adjust the Agreement in a timely and mutual consultation.
If the Agreement is modified, including any addition, this constitutes an additional assignment. A separate agreement on remuneration for this additional assignment will be made in advance.
The failure to execute the modified Agreement immediately does not constitute a default by PMGC and does not entitle the Client to terminate or dissolve the Agreement.
Changes to the originally concluded Agreement between PMGC and the Client are only valid from the moment that these changes have been accepted in writing by both parties through a supplementary or amended Agreement.

Article 7 Suspension, Termination, and Interim Termination of the Agreement

PMGC is entitled to suspend the fulfillment of obligations if the Client does not, not fully, or not timely fulfill the obligations arising from the Agreement, or if PMGC has good reason to fear that the Client will fail to meet these obligations, without PMGC being liable for any compensation. The foregoing does not affect PMGC’s right to claim compensation and/or performance.
Furthermore, PMGC is entitled to dissolve the Agreement if circumstances arise of such a nature that performance of the Agreement is impossible or that unchanged continuation of the Agreement cannot reasonably be required.
If the Client does not meet its obligations under the Agreement and this non-performance justifies dissolution, PMGC is entitled to dissolve the Agreement immediately and without any liability for compensation or damages on its part, while the Client, due to breach of contract, is liable for compensation or indemnification.

Article 8 Costs, Remuneration, and Payment

All amounts stated in a quotation are in euros and exclusive of VAT.
PMGC has the right to correct apparent errors in a quotation.
Interim price changes and additional work will be charged to the Client afterwards.
PMGC applies the following payment terms for all its Clients, unless otherwise agreed:
50% prior to the execution of the Agreement;
25% halfway through the delivery time;
25% upon delivery of the product resulting from the Service.

Payment is made by bank transfer to the account specified on the invoice. The term for payment of invoices is fourteen (14) days from the invoice date, unless otherwise agreed or another payment term is stated on the invoice.
The Client is obliged to immediately inform PMGC of inaccuracies in the provided or stated payment data.
If the Client fails to make timely payment of an invoice, the Client is in default by operation of law, without any notice of default being required. In the event of late payment, the Client is obliged to pay the amount due plus statutory (commercial) interest and to fully compensate both extrajudicial and judicial collection costs, which are at least 15% of the invoice amount with a minimum of €40. The interest on the due amount will be calculated from the moment the Client is in default until the full amount due has been paid.
PMGC is entitled to suspend delivery of the Services as long as the Client has not paid the due claim in accordance with paragraph 7 of this article.
If the Client believes that the invoiced amount is incorrect, they must immediately, but no later than two (2) calendar days after invoicing, inform PMGC thereof. PMGC will investigate the claim and, if necessary, send a new invoice, which must be paid within eight (8) calendar days from the date of the new invoice.

Article 9 Cancellations of Agreements

Up to 30 days before the execution of the Agreement, the Client may cancel in writing free of charge. After this, the following cancellation fees apply:
29 to 20 days: 50% of the total agreed rate
19 to 10 days: 75% of the total agreed rate
From 9 days: 100% of the total agreed rate
In addition to paragraph 1 of this article, the Client is in any case obliged to compensate any loss, lost profit, and/or costs for purchased materials and/or engaged third parties.

Article 10 Retention of Title

All products resulting from the Services provided by PMGC remain the property of PMGC for as long as these products resulting from the Services have not been paid for in full.
Insofar as PMGC’s retention of title lapses through accession or otherwise, PMGC reserves the right to establish a non-possessory pledge on any product resulting from the Services, as security for all that the Client owes or will owe to PMGC. The Client is obliged to establish this non-possessory pledge at the first request of PMGC.

Article 11 Warranties

Except as expressly stated in the Agreement and/or these General Terms and Conditions, PMGC does not provide any other warranties, assurances, or conditions regarding the Services.
The provisions in these General Terms and Conditions concerning warranty do not affect the Client’s statutory warranty rights.
The Client indemnifies PMGC against all claims from third parties, of any kind, relating to the Services, insofar as these claims arise from the Client’s failure to fulfill one or more of their obligations and guarantees.

Article 12 Liability

The Client is responsible for providing accurate and representative data and information necessary for the performance of the Agreement. PMGC is not liable for any damage if the Client has provided incorrect, non-representative, or irrelevant data.
The delivery time referred to in 5.1 of these General Terms and Conditions can only be given approximately. Although every effort will be made to meet the delivery time, PMGC is never liable for the consequences of exceeding the mentioned period. Exceeding the term does not entitle the Client to refuse receipt or payment of the Products, nor is PMGC obliged to pay any compensation to the Client.
PMGC is not liable for indirect damages, including but not limited to consequential damages, business damages, lost revenue or profit, missed savings, damages due to business interruption, reputational damage, diminished goodwill, inferior quality of image carriers, loss or damage of sound and/or image and/or information carriers and the material recorded thereon, disruptions in or failure of satellite connections.
PMGC’s liability for shortcomings of third parties is excluded. Moreover, PMGC is entitled to accept any liability limitations of third parties on behalf of the Client. The Client indemnifies PMGC against all claims by third parties, including the reasonable costs of legal assistance, in any way connected with or arising from the work performed by PMGC for the Client.
PMGC is not liable for any typographical errors on the Website.
PMGC is not liable for failing to fulfill or to timely fulfill the obligations arising from the Agreement if this is caused by force majeure as referred to in Article 13 of these General Terms and Conditions.
The Client indemnifies PMGC against any claims from third parties, of any kind, related to the Services.
If PMGC is held liable, it will only be liable for direct damage actually suffered, paid, or incurred by the Client due to a demonstrable failure by PMGC to meet its obligations with respect to its Services.
PMGC’s liability is limited to the amount covered and paid out by the insurer. If the insurer does not pay out, or if PMGC is not insured, liability is limited to the amount paid by the Client up to that point.
The limitation of liability described in this article does not apply in cases of intent or deliberate recklessness on the part of PMGC.
This provision does not exclude liability to the extent that liability may not be limited or excluded by law.
The Client is only entitled to compensation if the Client has notified PMGC of the attributable shortcoming and/or wrongful act towards the Client by means of a notice of default. In the notice of default, the Client must give PMGC a reasonable period to remedy the shortcoming and/or comply. Only if PMGC fails to remedy and/or comply, the Client may be entitled to compensation. If performance and/or remedy is permanently impossible, the requirement of a notice of default does not apply.
In any case, PMGC is never liable for indirect or consequential damages such as missed savings, lost profit, costs for legal assistance, loss of customers, repair costs, damage due to business interruption, and for damages when PMGC has relied on incorrect or incomplete data provided by or on behalf of the Client.
PMGC is at all times entitled to refuse an assignment if it contains discriminatory, pornographic, offensive, or threatening content.

Article 13 Force Majeure

Force majeure means all external causes beyond PMGC’s will or control that make timely, complete, or proper fulfillment of the Agreement impossible.
Force majeure as referred to in the previous paragraph also includes, but is not limited to: non-performance by a third party, illness of PMGC’s or a third party’s personnel, abnormal weather conditions, disruptions in water and energy supply, strikes, disruptions in PMGC’s systems, fire, flooding, natural disasters, riots, war, or other domestic unrest.
In the event of force majeure, performance of the Agreement will be suspended for as long as the force majeure persists.
If the force majeure lasts longer than one month, both parties are entitled to terminate the Agreement without the intervention of the courts. In such a case, PMGC will refund any amounts paid by the Client, less any costs incurred by PMGC in connection with the Agreement.

Article 14 Confidentiality of Data

Each party guarantees that all data received from the other party, which they know or should know is of a confidential nature, will remain confidential. The party receiving confidential data will only use it for the purpose for which it was provided. Data is considered confidential if it has been designated as such by either party. PMGC cannot be held to this if the provision of data to a third party is necessary under a court order, a legal provision, or for the proper performance of the agreement.
PMGC endeavors to take appropriate technical and organizational measures to secure (personal) data against loss and/or any form of unlawful use by third parties.

Article 15 Intellectual Property

PMGC is the producer within the meaning of Article 45d of the Dutch Copyright Act and retains the rights and powers to which it is entitled under intellectual property law.
The Client guarantees that no rights of third parties oppose the provision of data to PMGC. The Client will indemnify PMGC against any action based on the claim that such provision, use, processing, installation, or incorporation infringes any third-party rights.
After full payment of the agreed fee by the Client and first broadcast by PMGC, PMGC grants the Client an exclusive license to use the product resulting from the Service. The scope and specifications of the license are stated in the quotation. The Client acquires the right with this license to use the product, solely as a whole, for promotional purposes, including television broadcasting, streaming platforms, posting on social media, and on its website. The license’s duration is for a maximum of the term of protection of the intellectual property rights to this product, or until the Agreement is canceled or one or more of the situations described in Article 7 occur.
The Client may only grant third parties a sublicense regarding the product resulting from the Services with the prior express written consent of PMGC.
The Client is not allowed to use parts (including audio) of a product resulting from the Services as part of another production. It is also not allowed to modify or re-edit a product delivered by PMGC without written consent from PMGC. This also includes cutting or creating stills from this product.
PMGC has the right to publish and/or reproduce (parts of) the product resulting from the Services, also for its own promotion on, for example, the Website, social media, or at events or media aimed at demonstrating or promoting PMGC’s work or Services, without requiring prior consent and without any compensation. This also applies to all scripts, designs, and all recordings, also referred to as ‘the raw material.’ However, such use by PMGC is only permitted after the product resulting from the Services has been publicly released by PMGC.

Article 16 Complaints Procedure

If the Client has a complaint, the Client must send it in writing to info@pmgcontent.nl or report it by phone at +31 (0)6 50 20 32 03.
The Client is obliged to report complaints about the Services provided by PMGC as soon as possible, but no later than 24 hours after discovery and/or no later than 48 hours after (delivery of) the Services, to PMGC. PMGC aims to respond to the complaint within 5 working days.
The Client is obliged to give PMGC a reasonable period to remedy the complaint and/or the identified defect. Submitting a complaint does not suspend the payment obligation.

Article 17 Identity of PMGC

PMGC is registered with the Dutch Chamber of Commerce under number 32090836 and has VAT identification number NL810771913B01. PMGC is established at Koningsweg 24a, 3762 EC in Soest, the Netherlands.
PMGC can be reached by email at info@pmgcontent.nl, via the Website pmgcontent.nl, or by phone at +31 (0)6 50 20 32 03.

Article 18 Governing Law and Competent Court

The legal relationship between PMGC and its Client is governed by Dutch law.
All disputes that may arise between PMGC and the Client will be settled by the competent court of the District of Gooi en Vechtstreek.