General terms and conditions
— Boulder Media B.V.

1. Definitions

1.1. Boulder Media: Boulder Media B.V. located in (3818KG) Amersfoort at the address Daam Fockemalaan 22, registered with the Chamber of Commerce under number 92013538.

1.2. Advertising Material: the material supplied by the Client to Boulder Media or obtained on behalf of the Client for the purpose of making the TV coverage.

1.3. General Terms and Conditions: these present general terms and conditions of Boulder Media applicable to the Agreement.

1.4. TV report: an online TV report related to the Agreement that is intended to be broadcasted on a TV channel.

1.5. Content: all content created by Boulder Media in connection with the performance of the Agreement, based on the Advertising Material or otherwise, including but not limited to audio material, expressions, recordings, voice-overs, and other content of the TV coverage.

1.6. Assignment Confirmation: the leTer, with respect to the services of Boulder Media, with which, by signature by the Client, an agreement of assignment is established and to which the General Terms and Conditions apply.

1.7. Payment term: a payment term of not more than twenty-one (21) days from the invoice date within which an invoice of Boulder Media must be paid by the Customer.

1.8. Agreement: the contract of assignment established by signing the Order Confirmation and to which the General Terms and Conditions apply.

1.9. Producer: employee of Boulder Media responsible for the content campaign.

1.10. Client: a natural person or legal entity wishing to purchase TV coverage.

1.11. TV Network: the legal entity operating a relevant (network of) TV channel(s) or a legal entity affiliated with it.

2. General

2.1. These General Terms and Conditions apply to all legal relationships between Boulder Media and the Client regarding TV coverage. They also apply to all related offers, quotations, assignments, agreements and legal relations, however called.

2.2. Boulder Media offers a service in which it provides TV coverage for a fee.

2.3. The applicability of general terms and conditions of the Customer is expressly rejected by Boulder Media. Insofar as still applicable, the Parties waive the applicability of the Customer’s general terms and conditions.

2.4. An obligation arising for Boulder Media from an Agreement will be fulfilled with due observance of applicable laws and regulations, including rules of conduct and professional practice. Boulder Media is never obliged to any act or omission that is contrary to or incompatible with the laws and regulations.

2.5. The provisions of the Agreements or included in these General Terms and Conditions, which by their nature are intended to continue a_er the termination of the relevant Agreement and/or these General Terms and Conditions, shall remain in full force a_er said termination.

3. Establishment of agreements

3.1. All offers by Boulder Media, in whatever form they are made, are made entirely without obligation.

3.2. The Agreement between Boulder Media and a Client is not established until the Order Confirmation is signed by both parties.

3.3. The Agreement shall be performed in accordance with the terms mentioned in the Order Confirmation and these General Terms and Conditions.

3.4. If Boulder Media is not provided with all requested information from the Client that the Producer deems necessary to perform the Agreement, Boulder Media shall be free to exercise its discretion to perform or terminate the Agreement.

4. Changes

4.1. Deviations from an Agreement or these General Terms and Conditions shall only be valid if expressly agreed in Writing.

4.2. Boulder Media is at all times entitled to amend an Agreement and/or these General Terms and Conditions. Amendments also apply to Agreements already concluded.

4.3. Boulder Media is authorized to index rates; indexed rates also apply to current assignments.

5. Prices, billing and payment

5.1. All rates quoted by Boulder Media are exclusive of VAT, unless otherwise indicated in Writing.

5.2. Boulder Media’s invoices must be paid no later than twenty-one (21) days from date of invoice.

5.3. Payment must be made in full in a manner to be determined by Boulder Media, without the Customer being entitled to any deduction, discount or set-off.

5.4. If the Client has not paid within the Payment Deadline, Boulder Media is entitled to suspend its services to the Client un)l the Client has fulfilled its payment obligations in full.

5.5. If the Payment Term is exceeded, the Customer will be in default without further notice of default and will owe Boulder Media monthly contractual interest of 2% (or part thereof) on the outstanding amount from the due date un)l the day of full payment.

5.6. A_er the due date, the Customer is also obliged to pay the judicial and (extra)judicial (collection) costs incurred by Boulder Media because of the Customer’s failure to fulfill its payment obligation. The extrajudicial (collection) costs will be fixed at 15% of the principal amount payable to Boulder Media, with a minimum of €150 (excluding VAT).

5.7. Boulder Media is entitled to charge advance payments to the Customer. If such an advance is not paid on time, Boulder Media is entitled to suspend performance of the Agreement.

6. Execution of the Agreement

6.1. Boulder Media is entitled to engage third parties in the performance of an Agreement.

6.2. The obligations resting on Boulder Media always qualify as effort obligations. Deadlines aTached to these obligations are only indicative and do not apply as a deadline.

6.3. If an Agreement has more than one other party, other than Boulder Media, they shall be deemed to be “Client” both jointly and individually, unless expressly agreed otherwise. Where applicable, each of the afore mentioned other parties shall be jointly and severally liable for the performance due under the Agreement, and the commandments and prohibitions applicable to the Customer shall apply to each of these other parties. Each of the mentioned counterparties may independently, and regardless of cooperation or objection from other(s), perform all (legal) acts towards Boulder Media. The legal consequences of that (legal) act also bind the other counterparties, unless Boulder Media requires the consent of the other counterparties. A statement addressed by Boulder Media to one of the aforementioned wedeparties will have effect vis-à-vis both of the aforementioned counterparties, even if this statement has not reached the other counterparty. Each of the aforementioned counterparties shall immediately notify the other counterparty of statements addressed to it by Boulder Media and the contents thereof.

7. Schedule / change / cancel recording day.

7.1. If the Client wishes to change/cancel a scheduled recording date, the Client must notify Boulder Media immediately, in writing and with reasons by emailing info@bouldermedia.nl.

7.2. If a taping date is changed/cancelled by the Client within two (2) calendar weeks prior to the scheduled taping date, then in the case of a television item of three (3) minutes or less, the Client shall owe Boulder Media an immediately due and payable amount of €975 excluding VAT, unless Boulder Media has scheduled the taping date itself within the two (2) week period and Boulder Media has not offered the Client an opportunity to schedule a taping date outside the two (2) week period.

7.3. Boulder Media always has the right to move/cancel the scheduled recording date without giving reasons. The Client cannot invoke breach of contract and/or dissolution of the Agreement, nor is the Client entitled to any (damage) compensation if a scheduled recording date is changed/cancelled.

7.4. If an agreed broadcast date cannot be met, because the Client changes/cancels the recording date, the Client shall owe an immediately due and payable amount of €750 excluding VAT for a television item of two (2) minutes, in addition to the fee from Article 7.2 of these General Terms and Conditions.

7.5. The Customer may transfer, assign, pledge or otherwise encumber or assign rights and/or obligations under the Agreement to third parties only if Boulder Media has given wriTen permission to the Customer to do so.

7.6. Any communication from Boulder Media regarding a date and/or time when a broadcast takes place or will take place, should be considered as an indication and never counts as a definite date and/or deadline. If, due to human and/or technical failure, the broadcast of an item or campaign does not take place at the originally set time – considering a reasonable margin – Boulder Media will make every effort to broadcast the item or campaign at a further time, for which a corresponding rate applies. Boulder Media shall not be liable for any damages resulting from such relocation.

8. Duration of Agreement and termination

8.1. The Agreement between the Client and Boulder Media is entered into for an indefinite period of time.

8.2. The Client may proceed to (conditional) cancellation or termination of the Agreement, subject to the following: – The cancellation/termination must be made in writing with reasons by sending an e-mail to info@bouldermedia.nl. Verbal cancellations/cancellations will neither be accepted nor considered.

8.3. In case of a wriTen cancellation/cancellation by the Client, the Client shall owe Boulder Media a cancellation fee of 50% of the agreed price as included in the Order Confirmation or any other Agreement.

8.4. If the Client cancels the Agreement a_er a recording has taken place, the Client shall owe Boulder Media a cancellation fee of 100% of the agreed price as included in the Order Confirmation or any other Agreement.

8.5. If the Customer does not provide the necessary cooperation and/or does not enable Boulder Media to realize the Product and this can be aTributed to the Customer, Boulder Media is entitled to terminate the Agreement a_er having given the Customer notice of default. If the Customer is in default, the Customer shall owe Boulder Media an immediately payable (damage) compensation of 75% of the agreed price as included in the Order Confirmation or any other Agreement. The (damage) compensation replaces the (already paid or due) agreed price as agreed in the Order Confirmation or any other Agreement.

8.6. If the Customer has already paid (part of) the price and if a refund obligation rests with Boulder Media due to the cancellation, Boulder Media will refund the amount due to the Customer within 30 days of the final cancellation.

8.7. Boulder Media may terminate all or part of the Agreement without notice of default and without judicial intervention by wriTen notice with immediate effect if: (i) The Client is granted (provisional) suspension of payments or (ii) a request has been made; (iii) Bankruptcy is filed or declared with respect to the Principal; (iv) It is suspected that the Client cannot meet its payment obligation; (v) The Client acts in violation of public order or morality, or fails to fulfill any obligation(s) arising from the Agreement with Boulder Media and/or the General Terms and Conditions; (vi) The Client infringes on the rights of third parties; (vii) The Client fails to respond to correspondence by email, telephone and/or wriTen or registered mail; (viii) The Client fails to comply with the provisions of Article 9; (ix) Boulder Media has otherwise compelling reasons to do so.

8.8. If Boulder Media proceeds to terminate the Agreement, everything owed by the Customer to Boulder Media at that time will become immediately due and payable in full.

9. General Obligations of Principal

9.1. The Client must ensure that all information requested by Boulder Media for the performance of the Agreement is provided to Boulder Media in a timely, complete and accurate manner.

9.2. The Client shall ensure that the information carrier by which the Client delivers Advertising Material to Boulder Media is free of defects, viruses or other properties that could reasonably cause damage to Boulder Media.

9.3. The Client must immediately notify Boulder Media of any changes in its data.

9.4. If Boulder Media is held liable for damage that may have occurred because the Client provided incorrect information to Boulder Media, the Client is obliged Indemnify Boulder Media for the damages in question.

9.5. The rights and obligations arising from the Agreement between the Customer and Boulder Media and/or these General Terms and Conditions cannot be transferred by the Customer without the prior wriTen consent of Boulder Media. This clause has the effect of property law as referred to in Article 3:83(2) of the Dutch Civil Code. Boulder Media is at all times entitled to transfer the aforementioned rights and obligations to third parties. The Customer hereby grants its cooperation in the aforementioned transfer.

9.6. The Customer must behave in accordance with the provisions of the Order Confirmation and these General Conditions. If the Client fails to fulfill its obligations, Boulder Media is entitled to suspend or terminate its contractual obligations, without Boulder Media thereby becoming liable for damages to the Client in any way.

9.7. The Client undertakes to keep all confidential information obtained based on the Agreement with Boulder Media secret and not to disclose it or make it available to third parties. Confidential information is deemed to be any information that (i) is confidential by its nature, (ii) the confidentiality of which the Client should reasonably have known, depending on the circumstances, or (iii) which should otherwise reasonably be considered as such. If, based on a statutory provision or a judicial decision, the Client is obliged to (also) disclose the confidential information to a third party designated by the law or a competent court, this shall be regarded as a legi)mate exception to the confidentiality obligation in this article.

9.8. The Client is only entitled to share confidential information with third parties engaged by it under the imposition of equal obligations on those third parties as included in the preceding paragraph.

9.9. Boulder Media is at all times entitled to set off all that it has to claim from the Customer, whether or not due and payable or subject to conditions, on any account whatsoever, against claims of the Customer against Boulder Media, whether due and payable or not, regardless of the currency in which those claims are denominated.

9.10. Boulder Media is at all times entitled to require the Customer to provide security for the costs incurred and to be incurred by it, necessary for the performance of the Agreement. If the security is not provided, Boulder Media is entitled, without prejudice to its other rights, to suspend the performance of the Agreement and/or to dissolve the Agreement, and all that the Customer owes Boulder Media for whatever reason will be immediately due and payable.

10. Broadcast

10.1. The Agreement does not affect the editorial discretion of Boulder Media and the TV Network. The Client shall in no way influence the editorial content and decisions of Boulder Media or the TV Network.

10.2. Broadcast schedules provided by Boulder Media to the Client are indicative only. The TV network is at all times entitled to cancel or reschedule a TV coverage. Boulder Media endeavors to notify the Client of changes in the broadcast schedule promptly.

10.3. A TV report will be broadcast only if it is ready for broadcast at Boulder Media’s discretion.

10.4. Boulder Media and the Producer will always be entitled to give additional directions and instructions to the Client with respect to the Advertising Material or TV Report. The Client shall promptly follow such directions and instructions.

10.5. Boulder Media shall at all times, in its sole discretion, be entitled not to have a TV report broadcast or to immediately terminate its broadcast if: (i) which, in its opinion, violates the provisions of these General Terms and Conditions; (ii) it has reason to believe that the TV coverage will reasonably result in complaints from listeners or the TV network; (iii) it will reasonably harm the good name and/or reputation of Boulder Media or the TV Network; (iv) it contravenes any relevant laws and/or regulations (including but not limited to the Dutch Advertising Code, the Media Act and the TV network’s guidelines) or the standard of care required in society; (v) it has other reasons that militate against it.

10.6. Boulder Media is at all times entitled to adjust the content of a TV report to the reasonable requirements of the TV network or any relevant laws and/or regulations.

10.7. Boulder Media is not responsible for the extent to which the TV coverage actually reaches the intended audience.

10.8. Boulder Media makes no guarantees to the Client regarding the quality or timing of the TV coverage.

10.9. Boulder Media in no way guarantees that the TV coverage will be broadcast or available uninterrupted, interference-free and/or error-free.

10.10. The Client is fully liable for the content of the TV report and its compliance with relevant laws and regulations.

10.11. The Client guarantees to Boulder Media that the Advertising Material does not or will not infringe any (intellectual) (property) rights of third parties and that it is entitled to grant a right of use to Boulder Media on the Advertising Material and all (intellectual) (property) rights contained therein.

10.12. The number of impressions achieved is determined based on the measurement results of Boulder Media and/or the TV network. A signed excerpt from Boulder Media’s records serves as proof of the number of impressions achieved, subject to proof to the contrary.

(Intellectual) property

11.1. The Client grants (to the extent necessary in advance) by entering into the Agreement a sub-licensable right to use all the Advertising Material (including all parts thereof, including but not limited to word and/or visual trademarks and musical works) in the context of the performance of the Agreement. To the extent necessary, the Client will, at Boulder Media’s first request, perform such (legal) acts as necessary to perfect the aforementioned rights of use.

11.2. All copyrights and intellectual properties of Boulder Media, including those arising or resulting from the recordings, voice-over and TV coverage are and shall remain the exclusive property of Boulder Media. If the Client infringes Boulder Media’s intellectual property rights, the Client shall owe Boulder Media an immediately due and payable fine of 5,000, – (in words: five thousand euros), without prejudice to all other rights that Boulder Media may derive from that infringement, including but not limited to the right to damages to the extent that the actual damages exceed the amount of the aforementioned fine.

11.3. All Content, information and data provided or made available by Boulder Media to the Customer shall remain the property of Boulder Media, or at least the relevant owner. The Customer shall return and/or destroy the aforementioned Content, information and data upon Boulder Media’s first wriTen request and in any event upon termination of the Agreement. Any right of retention of the Customer with respect to such information and data is excluded.

11.4. Boulder Media shall have the right to retain and archive all Content and Advertising Materials for such period as it deems appropriate, but in any event three (3) months a_er creation and receipt thereof, respectively.

11.5. The Client is not permiTed to disclose Content (or portions thereof) to third parties without Boulder Media’s prior wriTen consent.

12. Privacy, data processing and security

12.1. Boulder Media handles with care the (personal) data of the Client and its directors who use its services.

12.2. Processing of personal data will only take place in the context of the implementation of Boulder Media’s services. Boulder Media will not process personal data for any purpose other than as stated in the General Terms and Condtitions. By entering into the Agreement, the Customer declares to be familiar with this.

12.3. The bases for the processing of personal data are performance of the Agreement, legitimate interests (good service, internal administration) and legal obligtitions (tax laws, etc.).

12.4. If the nature of its offered service(s) requires Boulder Media to provide security of information, such security will meet the agreed specifications and a level of security that is not unreasonable given the state of the art, the sensitivity of the data, and the associated costs.

13. Liability and force majeure

13.1. Boulder Media’s liability due to an aTributable failure in the performance of the Agreement only arises a_er the Customer gives Boulder Media immediate and proper wriTen notice of default, including a reasonable period to remedy the failure, and Boulder Media continues to fail imputably in the performance of its obligations even a_er that period.

13.2. The liability of Boulder Media to the Customer, on any ground whatsoever, is limited to a maximum of the invoice value of the Agreement over the period of six (6) months preceding the occurrence of the liability, at least to that part to which the liability relates.

13.3. Any claims of the Customer for compensation can only relate to any direct damage suffered by the Customer as a result of a service provided by Boulder Media, unless the damage is directly aTributable to intent or gross negligence on the part of Boulder Media, its management and/or executive staff. Liability of Boulder Media for indirect damage (including – but not limited to – lost profits, missed savings, reduced goodwill, reputation damage, damage due to business stagnation and/or other pure financial damage) is excluded.

13.4. Direct damage is exclusively understood to mean: the reasonable costs incurred to determine the cause and scope of the damage, insofar as the determination relates to damage within the meaning of these General Terms and Conditions, any reasonable costs incurred to have Boulder Media’s faulty performance conform to the Agreement, insofar as these can be aTributed to Boulder Media, and reasonable costs incurred to prevent or limit damage, insofar as the Customer demonstrates that these costs have resulted in limitation of direct damage as referred to in this article.

13.5. Boulder Media is not liable for any damage suffered by the Client as a result of the uninterrupted, interference-free and/or error-free broadcast or availability of the TV coverage.

13.6. The Client shall indemnify Boulder Media and hold it harmless from any damage suffered by it in connection with third party claims in connection with the performance of the Agreement, except insofar as the damage is due to intent or gross negligence on the part of Boulder Media, its management and/or executive staff. In particular, the Client shall indemnify and hold Boulder Media harmless from any damage suffered by it in connection with third party claims arising from the circumstance that any advertising material infringes any third-party rights, including but not limited to (intellectual) property rights.

13.7. The Client is at all times responsible for making backups of (data) data. The Client indemnifies Boulder Media from liability for damage resulting from the loss of (data) data.

13.8. Boulder Media is not obliged to fulfill any obligations to the Customer if there is force majeure. In particular, force majeure includes: (con)nuingti power failure, failure of internet, computer network or telecommunication facilities, strike, cyber-aTacks, impediments due to third parties not fulfilling their obligations, war, threat of war, riot, work strike, transport difficulties, epidemic and other serious disturbances in the business of Boulder Media or that of third parties engaged by it (including in any case but not limited to the TV network).

13.9. Boulder Media may suspend obligations under the Agreement during the period that the force majeure continues. If the force majeure lasts longer than a period of 60 days, both the Customer and Boulder Media are entitled to terminate the Agreement in writing, without any obligation to compensate the damage suffered by the other parties.

14. Complaints

14.1. If the Client is dissatisfied with Boulder Media’s services or otherwise has complaints about the Agreement, the Client is obliged to report these complaints as soon as possible, but no later than 14 days a_er the relevant occasion that led to the complaint, under penalty of forfeiting its rights in connection with that complaint. Complaints should be reported via info@Bouldermedia.nl with the subject line “Complaint”.

14.2. The complaint must be sufficiently substantiated and/or explained to Boulder Media by the Client for Boulder Media to consider the complaint and declare it founded.

14.3. The complaint does not suspend the Client’s payment obligation.

14.4. Boulder Media will respond to the complaint in substance as soon as possible, but no later than 14 days a_er receipt of the complaint.

14.5. Boulder Media and the Client will aTempt to reach a solution jointly and in good consultation.

15. Other provisions

15.1. The Client hereby expressly confirms that, in entering into the Agreement, it has not relied and will not rely on any pre-contractual statement and cannot derive any rights therefrom in the context of its contractual relationship with Boulder Media vis-à-vis Boulder Media.

15.2. Invalidity The invalidity or non-binding (in whole or in part) of one or more provisions of a Contract does not affect the validity or binding nature of the remaining provisions. Parties to that Agreement will in that case replace the invalid or non-binding provisions as much as possible by valid and binding provisions whose effect is as much as possible equal to that of the invalid or non-binding provisions.

15.3. Explanation
1) The provisions in Boulder Media’s documents shall not be construed against a Party solely by reason of the fact that that Party was responsible for dra_ing that provision.
2) Headings used in Boulder Media’s documents are included only for the purpose of clarity and for cross-referencing, but will not affect the interpretation of the Framework Agreement.
3) In the event of a conflict between these General Conditions, an Agreement and/or an Order Confirmation, the following order of precedence shall apply: 1) The Agreement, 2) these General Terms and Conditions, and 3) the Order Confirmation.

15.4. Waiver Destruction and dissolution To the extent permiTed by law, the Client waives its rights under Article 6:228 of the Dutch Civil Code to annul the Agreements (in whole or in part) on the grounds of error, to claim in court the annulment of the Agreements on the grounds of error and/or to claim in court under Article 6:230 of the Dutch Civil Code that the consequences of the Agreements be changed to remove any disadvantage. The Client expressly waives the right to (partially) terminate the Agreements.

15.5. Due date The Customer’s rights of action and other powers vis-à-vis Boulder Media, arising for whatever reason from the Work, shall in any event lapse a_er the expiration of one year a_er the damage for which Boulder Media is held liable has first manifested itself and in any event a_er the expiration of five years a_er the damage-causing event has occurred.

16. Applicable law and disputes.

16.1. To all legal relationships between the Customer and Boulder Media, Dutch law applies.

16.2. If the Customer is domiciled or established abroad, the Utrecht District Court shall have exclusive jurisdiction to hear the dispute.