Clause 1: Applicability and Status
1.1 These Terms apply to all assignments and engagements between the Agency and the Contractor, unless expressly agreed otherwise in writing.
1.2 Any general terms and conditions of the Contractor are expressly excluded.
1.3 By accepting an assignment from Altroverso, the Contractor acknowledges and accepts the applicability of these Terms.
1.4 The Contractor performs the services strictly as an independent contractor. Nothing in these Terms shall be construed as creating an employment relationship between the Contractor and the Agency.
Clause 2: Travel and Compliance Policy
2.1 Contractors engaged in productions for the Agency in the Netherlands or abroad must comply with the Altroverso Production Travel & Compliance Policy (as amended from time to time)
2.2 The current version of the policy is made available to Contractors via [link/attachment] and may be updated periodically by the Agency.
2.3 The version of the policy effective on the booking or assignment date shall apply, unless otherwise agreed in writing.
2.4 Breach of the Travel & Compliance Policy constitutes a breach of these Terms.
Clause 3: Warranties, Indemnities, and Compliance
3.1 Content Creator’s Warranties
3.1.1 The Content Creator represents and warrants that:
the Deliverables are original works created by the Content Creator and do not infringe any third-party intellectual property rights;
the Deliverables are free from any encumbrances, pledges, or prior assignments;
where the Deliverables include stock music, stock video, or other third-party materials, the Content Creator shall ensure such materials are licensed for the Agency’s intended use and shall provide evidence of such Licenses on request;
the Deliverables do not contain anything defamatory, obscene, discriminatory, or otherwise unlawful;
the Content Creator shall comply with all applicable laws, including GDPR and data protection requirements when processing personal data in the course of performing the Services.
3.2 Indemnity
3.2.1 The Content Creator shall indemnify and hold harmless the Agency, its affiliates, officers, employees, and agents against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:
any breach of the warranties set out in this Agreement;
any claim by a third party alleging infringement of intellectual property rights, neighbouring rights, portrait rights, or privacy rights in connection with the Deliverables;
any unauthorised use or disclosure of personal data by the Content Creator; and
any unlawful or non-compliant content incorporated into the Deliverables.
3.2.2 This indemnity shall not apply to claims arising directly from modifications or uses of the Deliverables by the Agency outside the scope of rights granted under this Agreement.
3.3 Limitation of Indemnity
3.3.1 The indemnity shall not apply to claims arising directly from modifications or uses of the Deliverables by the Agency outside the scope of rights granted under this Agreement.
Clause 4: Portrait, Privacy & GDPR Rights
4.1 Portrait Rights
4.1.1 Unless expressly agreed otherwise, the Content Creator shall obtain and deliver to the Agency valid, written model/performer and location releases for all persons and properties engaged, arranged, or directed by the Content Creator in the course of the Services.
4.1.2 Where the Agency directly supplies the talent or locations, the Agency shall be responsible for obtaining such releases and shall provide copies to the Content Creator upon request.
4.1.3 All releases shall permit worldwide, perpetual use of the Deliverables in any media, including advertising, promotional, social, and editorial contexts, and shall be free from additional royalty or consent requirements.
4.2 GDPR and Data Processing
4.2.1 The Parties acknowledge that photographs, video footage, and related Deliverables containing identifiable persons constitute personal data within the meaning of the GDPR.
4.2.2 The Agency shall act as controller and the Content Creator as processor where the Content Creator processes personal data on behalf of the Agency in the course of the Services. In that capacity, the Content Creator shall:
process personal data solely on documented instructions from the Agency, unless required to do so by Union or Member State law;
ensure that persons authorised to process personal data are bound by confidentiality obligations;
implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, in accordance with Article 32 GDPR;
not engage any sub-processors without the Agency’s prior written consent, and in such case impose the same data protection obligations by written contract;
assist the Agency, insofar as reasonably possible, with fulfilling its obligations to respond to data subject requests under Articles 12–23 GDPR;
notify the Agency without undue delay after becoming aware of a personal data breach;
assist the Agency with data protection impact assessments and prior consultations under Articles 35–36 GDPR, taking into account the nature of processing and the information available;
at the Agency’s choice, delete or return all personal data after completion of the Services and delete existing copies, unless Union or Member State law requires storage; and
make available all information necessary to demonstrate compliance with this clause and allow for and contribute to audits conducted by or on behalf of the Agency, on reasonable notice and during normal business hours.
4.2.3 The Agency remains responsible for determining the lawful basis for processing, including obtaining any necessary consents, and for compliance with GDPR obligations as controller. The Content Creator shall reasonably cooperate where consents must be documented or honoured, including withdrawal of consent.
Clause 5: Content Creator’s Compliance Duties
5.1 Lawful Content
5.1.1 The Content Creator shall ensure that the Deliverables do not contain elements that could reasonably be considered misleading, defamatory, discriminatory, obscene, or otherwise unlawful under the Nederlandse Reclame Code (NRC) or any applicable Dutch law.
5.2 Recognizability
The Content Creator shall not incorporate in the Deliverables any hidden advertising, undisclosed product placement, or other content that could violate the recognizability requirement of the NRC and the Dutch Mediawet.
5.3 Documentation of Consents
The Content Creator shall provide the Agency, upon request, with documentation of any model releases, property permissions, or other approvals obtained in the course of producing the Deliverables, to support compliance with advertising and media law.
5.4 Cooperation with Authorities
If required by the Agency, the Content Creator shall reasonably cooperate with inquiries or investigations by the Reclame Code Commissie (RCC), the Commissariaat voor de Media (CvdM), the Autoriteit Persoongegevens or any other competent Authority concerning the Deliverables.
Clause 6: Liability & Limitation of Liability
6.1 Content Creator’s Liability
6.1.1 The Content Creator shall be liable for all damages, costs, and expenses incurred by the Agency arising from:
breach of this Agreement;
infringement of intellectual property rights, portrait rights, or privacy rights caused by the Deliverables;
non-compliance with GDPR or applicable advertising/media regulations as per Clause 5.
Clause 7: Confidentiality
7.1 Confidential Information
7.1.1 The Content Creator shall keep strictly confidential all non-public information received from the Agency or observed during the performance of the Services, whether such information is expressly designated as confidential by the Agency or is of such a nature that it ought reasonably to be understood as confidential. The duty of confidentiality applies regardless of the form in which such information is communicated or made available, including oral, written, electronic, or visual disclosure.
7.2 Use Limitation
7.2.1 The Content Creator shall not disclose or use such Confidential Information for any purpose other than fulfilling the Services under this Agreement, unless the Agency has given prior written consent.
7.3 Duration of Obligation
7.3.1 The obligations of confidentiality shall remain in force during the term of this Agreement and for a period of five (5) years thereafter, regardless of termination.
7.4 Publicity and Portfolio Use
7.4.1 The Content Creator shall not publish, display, exhibit, or otherwise use any Deliverables, behind-the-scenes materials, or references to the Agency’s name, brand, or logo in any portfolio, website, social media, or other promotional channel without the Agency’s prior written consent.
7.4.2 The Agency may condition such consent on launch or embargo dates, anonymisation of the Agency’s identity, or other reasonable restrictions necessary to protect confidentiality or campaign integrity.
7.4.3 Any permitted use shall be strictly non-commercial and limited to showcasing the Content Creator’s services.
Clause 8: Force Majeure & Cancellation
8.1 Force Majeure
8.1.1 Neither Party shall be liable for failure or delay in performance of its obligations under this Agreement where such failure results from circumstances reasonably beyond its control.
8.2 Notification
8.2.1 The affected Party shall promptly notify the other Party of the occurrence of a force majeure event and take reasonable steps to mitigate its effects.
8.3 Cancellation by Agency
8.3.1 The Agency may cancel the Services at any time by written notice. If cancellation occurs more than two (2) working days before the scheduled shoot, no fee shall be payable other than reimbursement of documented pre-approved expenses actually incurred by the Content Creator.
8.3.2 If cancellation occurs within two (2) working days of the scheduled shoot, the Agency shall only be liable to pay fifty percent (50%) of the agreed fee, together with reimbursement of documented pre-approved expenses.
8.4 Cancellation by Content Creator
8.4.1 If the Content Creator cancels or is unable to perform the Services (other than in cases of force majeure), the Content Creator shall:
inform the Agency in writing at least seven (7) working days prior to the scheduled shoot;
promptly refund any fees already paid by the Agency in respect of the cancelled Services; and
use best efforts to propose, within the same period, a qualified replacement Content Creator for the Agency’s consideration and written approval.
8.4.2 If the Content Creator fails to provide at least ten (7) working days’ notice (other than in cases of force majeure), the Content Creator shall remain liable for any demonstrable and reasonable costs incurred by the Agency in securing alternative arrangements.
8.5 Termination for Cause
8.6 Either Party may terminate this Agreement with immediate effect if the other Party materially breaches its obligations under this Agreement and fails to cure such breach within [10] business days of receiving written notice.
Clause 9: Governing Law & Jurisdiction
9.1 Governing Law
9.1.1 This Agreement and any dispute, claim, or obligation arising out of or in connection with it shall be governed exclusively by the laws of the Netherlands.
9.2 Jurisdiction
9.2.1 Any disputes arising out of or in connection with this Agreement that cannot be resolved amicably shall be submitted to the exclusive jurisdiction of the competent courts of Amsterdam, the Netherlands.
9.3 Language
9.3.1 This Agreement is drawn up in the English language for convenience. In case of conflict between the English text and any translated version, the English version shall prevail, unless otherwise required under mandatory Dutch law.
9.4 Negotiation and Mandatory Mediation
9.4.1 Negotiation. Before initiating any formal proceedings, the Parties shall make reasonable efforts to resolve any dispute arising out of or in connection with this Agreement through good-faith negotiations.
9.4.2 Mediation (Mandatory Step)
9.4.2.2 If the Parties are unable to resolve the dispute amicably within thirty (30) days of written notice of the dispute, they shall submit the dispute to mediation in accordance with the MfN Mediation Rules (or, if applicable, the NAI Mediation Rules).
Appointment: The Parties shall jointly appoint a mediator within ten (10) days of the mediation request. If they fail to agree, either Party may request the Netherlands Arbitration Institute (NAI) to appoint a mediator.
Language and Venue: The mediation shall take place in Amsterdam, the Netherlands, in the English language (unless otherwise agreed).
Authority: Each Party shall ensure that a representative with authority to settle attends the mediation.
Confidentiality: All communications, documents, and information disclosed in mediation are confidential and without prejudice and may not be used in later proceedings, except as required by law or to enforce a settlement.
9.4.3 Duration and Exit
9.4.3.1 The mediation shall commence within fifteen (15) days of the mediator’s appointment and shall continue for up to sixty (60) days, unless the Parties agree in writing to extend. The mediation shall be deemed concluded when:
the Parties sign a settlement,
the mediator declares in writing that further efforts are unlikely to succeed, or
sixty (60) days have passed without settlement. Upon conclusion, either Party may initiate formal proceedings under Clause 9.2.
9.4.4 Court Proceedings (Exclusive Forum). Nothing in this clause prevents either Party from seeking urgent interim relief or conservatory measures (including preliminary injunctions or evidence preservation) from the competent court at any time.
Clause 10: Miscellaneous
10.1 Assignment
10.1.1 The Agency may assign or transfer this Agreement, including all rights and obligations hereunder, to any affiliate or successor in interest without the Content Creator’s prior consent. The Content Creator may not assign this Agreement or subcontract its obligations without the Agency’s prior written approval, except for assistants acting under the Content Creator’s direct supervision.
10.2 Entire Agreement
10.2.1 This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior negotiations, representations, or agreements, whether oral or written.
10.3 Amendments
10.3.1 Any amendments or modifications to this Agreement shall only be valid if made in writing and signed by both parties.
10.4 No Waiver
10.4.1 The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or of the right to enforce it at a later stage.
10.5 Severability
10.5.1 If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be replaced by a valid provision that most closely reflects the parties’ original intent.
10.6 Counterparts and Electronic Signature
10.6.1 This Agreement may be executed in counterparts and signed electronically. Each counterpart shall be deemed an original, but together they shall constitute one and the same instrument.
10.7 Survival
10.7.1 Clauses concerning intellectual property transfer, warranties, indemnities, liability, confidentiality, and governing law shall survive termination of this Agreement.
10.8 Independent Contractor
10.8.1 The Content Creator performs the Services as an independent contractor. Nothing in this Agreement shall be construed as creating an employment relationship between the Parties.
10.9 Non-Circumvention
10.9.1 During the term of this Agreement and for a period of [12] months thereafter, the Content Creator shall not, without the Agency’s prior written consent, directly or indirectly solicit, approach, or accept engagements from any clients introduced in the context of this specific project.
10.9.2 This restriction does not apply to general advertising or to business relationships that pre-dated the Content Creator’s engagement under this Agreement, provided that the Content Creator can demonstrate such pre-existing relationship in writing.
10.10 Independent Creation
10.10.1 Nothing in this Agreement shall prevent the Content Creator from providing services to, or entering into agreements with, third parties, including competitors of the Agency, provided that:
the Content Creator complies at all times with the confidentiality obligations set out in Clause 9; and
the Content Creator does not violate the non-circumvention restrictions set out in Clause 10.9.
10.10.2 For the avoidance of doubt, the Agency acknowledges that the Content Creator remains free to pursue independent creative projects and collaborations, so long as such activities do not involve the unauthorised use of the Agency’s Confidential Information or direct solicitation of the Agency’s clients in breach of this Agreement.
10.11 Joint and Several Liability
10.11.1 Where more than one Content Creator is a Party to this Agreement, the Content Creators are jointly and severally liable for the performance of all obligations under this Agreement within the meaning of Article 6:6 BW. The Agency may claim full performance from either Content Creator.
