Version March 2019

1. Definitions

InVision: inVision Ondertiteling B.V., Joop van den Endeplein 1 (1217 WJ) Hilversum, Chamber of Commerce Hilversum 34184045

We, us, our: InVision

Client: the legal entity or natural person with whom inVision concludes an agreement

Parties: inVision and the legal person or natural person with whom inVision concludes an agreement

Agreement: Agreement between inVision and Client

2. Applicability

2.1 These general terms and conditions apply to all our quotes, offers and all Agreements between Parties.

2.2 The applicability of the purchase conditions or other (general) conditions of the Client is excluded.

2.3 Deviations from and additions to these general terms and conditions are only valid if agreed to by both Parties in writing.

3. Offers, formation of Agreement

3.1 All our quotes and offers are non-binding.

3.2 An Agreement is only concluded if we send you confirmation of an order in writing. Once we have provided written order confirmation, the Agreement between Parties is binding.

4. Implementation of the Agreement

4.1 All delivery and processing times are specified by us to the best of our knowledge and ability, but are non-binding. The delivery and processing times we specify are based on the circumstances at the time the Agreement was concluded and, insofar as they depend on the performance to be provided by third parties, on the data provided to us by those third parties. If these are exceeded then we are not obliged to pay any compensation.

4.2 If we cannot carry out work normally due to causes beyond our control, then we may charge the Client for the resulting (additional) costs.

4.3 During the implementation of the Agreement, if it appears that it is unenforceable, due to any circumstances whatsoever, then we may change the job given to us in such a way that implementation becomes possible. If a change to the Agreement is not possible, we are entitled to full compensation for the work already performed, regardless of whether it is useful or not.

4.4 As soon as an Agreement has been concluded, the Client must follow the instructions that we give with regard to the editing and processing of the translation and/or subtitling.

4.5 The Client must make all data and documents that we need for the execution of the Agreement available in a timely manner and in the form and desired manner specified by inVision. The Client guarantees the accuracy and completeness of the information and documents provided.

5. Transport

5.1 The risk of the products transfers to the Client as soon as the products leave us. The risk also includes all (in) direct damage to the products or loss of the products to the Client, to third parties or to us.

5.2 If the Client does not take delivery of the products, ready for shipment, for reasons beyond our control, then these products are at the risk of the Client, and we may store them (or have them stored) at the expense and risk of the Client, and the Client must pay as if the delivery had taken place.

6. Prices, fees and charges

6.1 All prices, fees and charges in our offers and quotations are in euros and excluding VAT.

6.2 We are entitled to index the prices, fees and charges annually in accordance with the price index for services (CPI) as determined by Statistics Netherlands in the year prior to the indexation.

6.3 All prices are based on the circumstances at the time of concluding the Agreement. If these circumstances change, we may adjust the agreed prices accordingly. These circumstances include: costs resulting from the introduction of new fees, duties, levies or taxes, wages, salaries and social security contributions, exchange rate changes and prices charged to us by third parties.

6.4 All expenses that we incur at the request of the Client are at the expense of the Client.

7. Payment

7.1 Payment must be made within 30 days of the invoice date without any discount or compensation. The Client’s right to suspension and/or settlement is excluded. Objections to (the amount stated on the) invoices does not suspend the Client’s obligation to pay. We reserve the right to deliver cash on delivery or only after advance payment of the price.

7.2 If the Client is in default of payment within the payment term, the Client is legally in default.

7.3 In the absence of timely payment, all judicial and extrajudicial costs in connection with the collection of our claim are at the expense of the Client. These costs include: the reminder and summons costs and the costs of legal fees. The extrajudicial (collection) costs amount to at least 15% of the outstanding amount or the legally permitted amount. If the Client is in default, the Client will owe an interest payment equal to the statutory commercial interest plus 3 percent per month on the outstanding amount.

7.4 If the Client is in default with any payment under any Agreement (even if this is under another Agreement) then all amounts to be paid by the client become immediately due and payable, regardless of the status of the Agreements and the Client must immediately pay them. In that case we can suspend the execution of the Agreement (s). Furthermore, in such a case we are entitled to cancel all orders from that Client.

7.5 We send our invoices digitally. If the Client wants us to deliver our invoice via a ‘portal’ or via uploading our invoice to a payment or accounting system, etc. we need to be notified of this prior to concluding the Agreement. If we are not told of this until afterwards, we will pass on the costs incurred.

8. Complaints

8.1 Complaints about incorrect deliveries, about the quality of the products, about the number of products delivered, about the execution of the work or services performed shall be made in writing and sent by registered mail to us within fourteen days of receipt of the products or completion of the work or service. In the absence of timely written notification, all possible claims expire. If we deal with a complaint, this does not automatically mean that we regard the complaint as having been submitted on time, or as founded.

8.2 We do not accept complaints about quantity, quality, execution, etc., which we can (no longer) verify because products have been (partially) processed or modified or for any other reason. We are not obliged to handle complaints received after the above-mentioned period. If we accept a complaint then we have the choice to either deliver or replace or to cancel delivery altogether.

8.3 Lodging a complaint shall not suspend the Client from strict compliance with its obligations towards us under any Agreement.

8.4 Defects in the quality or execution of an individual item in a delivery consisting of multiple products do not provide grounds for cancelling the remainder of the order. If we have not or have not fully complied with our obligations, payment may only be refused up to a maximum of the contested part.

9. Liability

9.1 All liability of inVision (except for intent and/or gross negligence) for damage to the Client (including consequential damage, damage due to loss of profit and/or damage caused by interruption to operations) of any kind, arising directly or indirectly from or in connection with Services performed and/or products supplied by us (including all documents (including digital files) such as text files and videos), or arising from or in connection with (not being able to use (or not being able to use them in full), are excluded.  This exclusion of liability also applies to subcontractors that inVision engages in the implementation of the Agreement.

9.2 We accept no liability for services or materials that we purchase from third parties for the Client for our end product and/or delivered products (including all digitally sent documents such as text files and videos).

10. Force majeure

10.1 If, due to force majeure, we are (partially) unable to execute the Agreement, then we have the right to (partially) suspend the execution of the Agreement without judicial intervention or to (partially) terminate the Agreement without having to pay any compensation.

10.2 Force majeure is understood to mean any circumstance on the basis of which inVision cannot be reasonably expected to comply with the Agreement. This is understood to include: illness of personnel, material flaws, strikes, disruptions at our premises or those of our suppliers and/or third parties (subcontractors), disruptions to transport and other events outside our control such as war, blockade, riot, epidemic, or any devaluation, or increase in import duties, excise duties and/or taxes, delays or non-delivery by suppliers, and failure to obtain required permits (in time) and other government measures, regardless of whether it was foreseeable at the time the Agreement was concluded, that (temporarily) prevent compliance with the Agreement or make the implementation of the Agreement considerably more difficult than could have been foreseen.

11. Retention of title

11.1 Ownership of the ordered products will only be transferred to the Client after it has paid, in full, all our claims against the Client in respect of Agreements, deliveries, sales and services (including the purchase price, including the surcharges and fees due under these conditions and any interest and costs).

11.2 The Client is not entitled to pledge the products to third parties before that time. If the Client violates this, every claim that we have against the Client is always immediately payable. The Client is authorized to use the products in the context of its normal business operations.

12. Copyright laws and materials Client-provided materials

12.1 If the Client provides us with protected products under the Copyright Act or by another regulation in the field of intellectual property, the Client declares and guarantees that there is no infringement of third-party rights. We are not obliged to verify that. If third party rights appear to have been infringed, the Client will indemnify us against claims in respect of third parties and/or for direct or indirect damage. This indemnity also includes our costs (including, among other things, the costs of legal assistance).

12.2 If a claim for infringement of rights is filed against us, we are entitled to suspend and/or discontinue processing and/or delivery. In such a case, inVision is not obliged to pay any compensation in connection with such suspension and/or discontinuation.

13. Right of Use

13.1 If an Agreement relates to subtitles, translations or adaptations of subtitles or translations we produced on the Client’s instructions, the Agreement only gives the Client the right to use the subtitles or translations in the usage category and on the conditions as laid down in the Agreement. This right of use is not exclusive and is not transferable.

13.2 If a Client wishes to use the translations or subtitles in a way other than agreed, it must notify us to this effect. We will in principle grant permission for that other use at the fee applicable at the time, or we will endeavour to obtain the required permission from the copyright holder at the fee applicable at the time.

13.3 If the Client fails to pay any claim we have against the Client in respect of deliveries, sales and services (including the purchase price which includes the surcharges and fees due under these conditions and any interest and costs) or otherwise, then we may cancel all rights of use granted to the Client. In such a case, the Client may no longer use the subtitles, translations or adaptations of subtitles or translations.

14. Work commissioned by clients

14.1 We reserve the copyright and all other intellectual property rights for the works produced by us for a Client such as texts, translations, subtitles, images, drawings, models, samples, computer programs, working methods, advice, (etc.).

14.2 The aforementioned products (including copyright and all other intellectual property rights) remain our property. This means that the exercise of these rights, such as the disclosure, distribution or transfer of such data to third parties, both during and after the execution of the Agreement is explicitly and exclusively reserved for us.

14.3 The Client is not entitled to any further or different use of the product/products produced under the contract (including copyright and all other intellectual property rights) than the use that was expressly agreed in writing in advance.

15. Mediation Agreements

15.1 If, in the context of our mediation work, a Client provides a work protected by the Copyright Act or by any other regulation in the field of intellectual property to a third party, such as, for example, translations and subtitles, the Client guarantees us that this does not infringe the rights of third parties.

15.2 If it appears that an infringement of third-party rights has taken place, the person who has put these rights into use or has transferred them to a third party through our mediation, shall indemnify us against third-party claims or against the direct or indirect consequences both financial and other, resulting from the disclosure or reproduction. This indemnity also includes the costs that we will be required to incur (including, among other things, the costs of legal assistance).

15.3 As soon as an agreement between the Client and the third party has been concluded through our mediation, we are entitled to compensation for our work. If, for whatever reason, the agreement is not (fully) executed, the Client will nevertheless owe us a fee for our work.

16. Terminating the Agreement

16.1 We reserve the right to terminate the Agreement with immediate effect, without the need for judicial intervention, and without becoming liable to pay damages, or to suspend our obligations, without prejudice to our right to compensation for damages including loss of profit, if the Client is declared bankrupt or applies for suspension of payment, if there is a termination of the activities of the Client, in the event of liquidation, a (partial) transfer of the Client’s company, or a change in the management or shareholder structure of the Client.

17. Applicable law, competent court

17.1 All our quotes, offers, jobs, deliveries, services, actions and Agreements and these general terms and conditions are governed by the law of the Netherlands.

17.2 All disputes that may arise, including disputes concerning the interpretation of these General Terms and Conditions of Sale and Delivery, will be settled by the competent court in Amsterdam.