Planet X FX

general terms and conditions

planet x fx bv, plx technologies bv, title dept. bv

English, v13

1. Definitions

General Terms and Conditions: these general terms and conditions.

Contact Person: the natural person, appointed on behalf of the Client, acting as the primary contact with decision-making powers for PLX with respect to the VFX work on the Project.

Deal Terms: the special provisions relating to a specific Assignment with respect to (a) specific Project(s). Deal Terms can also be expressed in a quote, or in an exchange by email.

Assignment: the assignment to implement the Assignment Description set out in the Deal Terms by PLX during the Implementation Period.

Client: the contracting party of PLX stated in the Deal Terms.

Agreement: the Deal Terms, any appendices to the Deal Terms, and these General Terms and Conditions.

Party, Parties: one or more parties to the Agreement.

Project: The audiovisual project referred to in the Deal Terms.

PLX: Planet X FX BV, PLX Technologies BV, Title Dept. BV (Planet X Title Design)

Implementation Period: The period stated in the Deal Terms during which PLX shall carry out the VFX work.

Visual Effects / VFX: the digital creation or manipulation of (an) image(s), image element(s) and sequences of frames in the broadest sense of the word for film, television, video and other media expressions. This also includes 'in-camera' visual effects (for Virtual Production) and title- and motion graphics designs and animations.

Visual Effects Supervisor / VES: the natural person appointed on behalf of PLX acting as the primary contact for the Client and/or the Contact Person with respect to the VFX work on the Project.

2. General terms and conditions, conclusion of the agreement

2.1 These General Terms and Conditions apply to all legal relationships between PLX and its Clients; the applicability of other general terms and conditions is rejected by PLX.

2.2 Any deviations from these General Terms and Conditions must be included in the Deal Terms.

2.3 The agreement between the Client and PLX is based on the Client's acceptance of the offer made by PLX, which offer may take the form of Deal Terms. Acceptance of the offer shall, in any case, be deemed to have taken place (a) when the Client signs the offer and returns it to PLX within the period specified in the offer; and/or (b) when PLX commences work at the Client's apparent wish, in which case the most recent version of the offer or Deal Terms issued by PLX shall be deemed to have been accepted by the Client.

3. Assignment, Performance

3.1 PLX shall use its knowledge and skills in the field of VFX to the best of its ability in the performance of the Assignment.

3.2 The Client shall always, directly and on its own initiative, provide PLX with all information necessary for PLX to perform the Assignment correctly and efficiently.

3.3 The Client shall ensure timely delivery of the footage or visual materials to be processed, which footage or visual materials shall be in accordance with the technical standards set out in the Deal Terms, or, if no technical standards have been set out in the Deal Terms, the technical standards that are customary in the VFX industry.

3.4 As a security measure, PLX shall ensure regular backup of the files it is working on, but the Client must keep (a copy of) the original unedited footage or visual materials. It is the sole responsibility of the Client that the visual materials, while being edited by PLX, are insured under the Client's production insurance policies (e.g. Negative & Faulty Stock / Processing insurance policies).

3.5 Performance of the Assignment by PLX shall take place on the basis of previously determined descriptions as laid down in the Deal Terms, in consultation with the Contact Person appointed by the Client. Any additional work, i.e. work that is not set out in the Deal Terms, shall only be carried out following acceptance of an additional offer. Additional costs shall be divided proportionally over the remaining payment terms.

3.6 The Contact Person shall be available for consultation and approval of final and/or interim versions of edited visual material at all times during the Implementation Period.

3.7 Statements made by the Contact Person with respect to the (performance of the) Assignment shall be deemed to be statements made by the Client.

3.8 PLX shall be entitled to engage third parties in the performance of the Assignment, on the understanding that PLX remains responsible for the correct performance of the Assignment and its completion in accordance with the Agreement.

3.9 In order to be able to deliver the edited visual materials at the agreed time(s), PLX shall use its own internal work schedule. If the Client requests that certain edited visual materials be delivered earlier than originally agreed for promotional purposes (teaser, trailer, etc.), interim viewings or versions sent in for festivals, the Client agrees that only materials that are ready for that purpose in accordance with PLX's internal work schedule shall be available. If the Client wishes to change the delivery times of edited visual materials in the interim, this shall constitute additional work.

4. Delivery, inspection upon delivery

4.1 For each shot or vfx element, PLX shall provide up to three (3) versions of animatics/models, which, if necessary, must be reviewed and approved by the Client, and up to four (4) composite versions which, if necessary, must be reviewed and approved by the Client.

4.2 Upon delivery of final or interim versions of the edited material, the Contact Person shall immediately assess these on behalf of the Client and make any reasonable objections - which must be in accordance with the original Assignment Description - known to PLX in a clearly specified manner, either in writing or orally during review sessions.

4.3 The aforementioned objections shall be made known in writing within a maximum of three (3) working days, but in periods of approaching deadlines with respect to the Assignment, this period may be reasonably shortened.

4.4 Upon expiry of the said objection period, visual materials delivered by PLX shall be deemed to have been approved.

4.5 Use of the visual materials supplied by PLX in the final version of the Project shall imply approval of the visual materials supplied and completion of the Assignment by PLX.

5. Intellectual Property Rights, physical property

5.1 PLX transfers to the Client all intellectual property rights to the Project that it may acquire as a result of its work on the Project, subject to payment of all amounts owed to PLX.

5.2 It follows from the foregoing that the Client is solely entitled to exploit the visual material edited by PLX within the context of the final version of the Project, worldwide, by all possible means, in all media, existing or to be developed in the future, with due observance of any additional fees within the meaning of article 5.3 below and/or set forth in the Deal Terms.

5.3 Any additional fees for e.g. rights buy-outs, repeat fees, or for exploitation in certain/additional media are set forth in the Deal Terms.

5.4 The visual material edited by PLX may not be used outside the context of the final version of the Project without the prior written consent of PLX, for which consent PLX may charge an additional fee and/or royalty. Merchandising activities and the creation of spin-off products and/or services using figures, images, characters, objects, logos, etc. designed by PLX shall not be considered to be "exploitation within the context of the Project".

5.5 The Client is permitted to transfer its intellectual property rights to the Project to a third party or parties, but only after it has paid PLX the full Fee and the costs. Where applicable, the Client shall be obliged to transfer in full any right to additional compensation and/or royalties under articles 5.3 and 5.4, but shall remain liable to PLX for the timely and full payment thereof.

5.6 For the sake of clarity, and in derogation from article 5.1, all (3D) models, project files, non-transferable (purchased) assets, (stock) materials, animations, CG effects, fonts, software, algorithms, plug-ins and other underlying technologies, images and methods, etc. used and/or developed by PLX (or third parties engaged by PLX) during or for the performance of the Assignment are and will remain the property of PLX (or third parties it has engaged) or its licensors.

6. Financial

6.1 The Client shall owe PLX the Fee, the reimbursement(s) and the costs for carrying out the Assignment, in the amounts and instalments as set out in the Deal Terms.

6.2 The amounts set out in the Deal Terms are based on the performance of the Assignment during the Implementation Period.

6.3 Amounts owed to PLX shall be paid to PLX on the payment dates stated in the Deal Terms. If the Deal Terms do not include payment dates, amounts owed to PLX shall be paid within 30 days of the invoice date. If payment is not made within 30 days of the invoice date (or the payment date included in the Deal Terms), the Client shall be in default without any further action on the part of PLX being required. All resulting costs and damage shall be for the account of the Client. These costs include administrative costs and the costs of reminders, notices, summonses, collection and all (other) judicial and extrajudicial costs, including turnover tax. When default occurs, the compound statutory interest shall apply to all outstanding amounts pursuant to Book 6, article 119a of the Dutch Civil Code, including the said damage and costs related to the Client's default.

6.4 In the event of late payment of any amount due, PLX shall be entitled to require security for other amounts due under the Agreement before continuing performance of the Assignment.

6.5 PLX shall not be responsible for late payment and any resulting delay in delivery.

6.6 Planning that extends beyond PLX's sphere of influence shall not affect the agreed payment terms.

7. Cancellation / Suspension / Retention of title:

7.1 If the Client cancels the agreed VFX work beyond the control of PLX while PLX has already started the work, PLX shall be entitled to charge the Client for the expenses incurred to date. The first down payment as included in the payment terms cannot be refunded to the Client once it has been made. If this amount does not cover the actual expenses incurred (including costs related to documenting or engaging third parties that will work on the Project on behalf of PLX), an additional instalment will be invoiced. After the Client agrees to the Deal Terms, PLX shall have the right to receive or withhold the first down payment, even if 100% of the work is cancelled.

7.2 If VFX parts are cancelled, an overview is made of the time spent and costs incurred up to the date of cancellation. This amount will be deducted by dividing it proportionally over the remaining payment terms.

7.3 If and as long as the Client has not fulfilled any of its obligations under the Agreement or any other agreement between the Client and PLX, PLX shall be entitled to suspend its obligations under the Agreement, including the delivery of final or interim versions of processed visual materials.

7.4 PLX retains title to all (visual) materials delivered and/or to be delivered to the Client by PLX until the Client has paid all amounts owed to PLX.

8. Confidentiality, non-solicitation clause:

8.1 The parties shall not in any way provide information to third parties with respect to:
1. The Agreement, and the information and transactions contained therein, and;
2. The working method(s), finances, suppliers, subcontractors and customers, and/or;
3. Other confidential data of the other Party, unless there is a legal obligation to do so or unless this has the consent of the other Party. The Parties shall not use the aforementioned information obtained from the other Party for purposes other than those for which it was provided.

8.2 During the Implementation Period and up to 1 (one) calendar year thereafter, the Client shall not be permitted to approach and/or contract personnel, contractors and other third parties engaged by PLX within the scope of the Assignment for work, either as an assignment or as an employee of the Project or any other project of the Client.

9. Force Majeure

In the event of force majeure, PLX shall not be obliged to fulfil any obligation under the Agreement. Force majeure shall also include an impediment to the performance of the Assignment due to illness, epidemic, strikes, civil commotion, fire, theft, hacking, cyber attacks, wars, technical failures in electricity and/or telecommunications networks (including computer viruses and worms), terrorist attacks, natural disasters, disasters and public administration regulations or measures.

10. Dissolution

Each Party shall be entitled to dissolve this Agreement extrajudicially by means of a registered letter in each of the following cases, without prejudice to its claim to any compensation:

If the other Party has been granted a moratorium;

If the other Party has been declared bankrupt;

If the other Party fails imputably and also fails to meet its obligations following a written notice of default and an agreed recovery period of 10 working days in the case of non-financial shortcomings and 5 working days in the case of financial shortcomings;

If the other Party invokes a situation of force majeure for a period of more than 6 weeks.

11. Limitation of liability

11.1 PLX accepts no liability whatsoever for failure to complete the Assignment within the agreed Implementation Period if this is due to force majeure on the part of PLX or other causes beyond PLX's control.

11.2 If acts or omissions on the part of PLX result in damage on the part of the Client, PLX's liability shall be limited to the direct damage, and not to indirect damage, consequential damage, loss of profit, etc., among other things.

11.3 PLX's liability shall at all times be limited to the amount of the Fee for the Assignment already paid to PLX.

12. Warranties and Indemnities:

12.1 Each of the Parties warrants that:

it is entitled and able to enter into the Agreement and fulfil its obligations thereunder;

it shall comply with applicable laws and regulations when fulfilling its obligations.

12.2 The Client warrants that:

it holds the (intellectual property) rights to manufacture (or cause to manufacture) the Project and to issue the Assignment to PLX and to have it performed by PLX;

the Project and the visual materials delivered to PLX do not infringe any third-party rights;

it is able to fulfil its financial obligations under the Agreement;

12.3 One Party indemnifies the other Party against all claims by third parties, of whatever nature, arising from the non-performance of its obligations or guarantees under this Agreement, except to the extent that the claims result from the non-performance by the other Party of one or more of its obligations and guarantees.

12.4 All damage, costs (including costs for legal assistance) and interest of the other Party arising from claims as referred to in this article shall be for the account of one Party.

13. Governing law and forum
This Agreement is governed by Dutch law. Any dispute between the Parties arising from or relating to this Agreement shall be submitted exclusively to the competent court in Amsterdam.

14. Nullity and replacement
If one or more individual provisions of the Agreement prove to be invalid, this shall not affect the validity of the other provisions of the Agreement. The Parties shall replace the relevant provision(s) with one or several new provisions, the purport of which is as similar as possible to the original provision(s).