Definitions
In these Terms and Conditions of Purchase, the terms and expressions used below are defined as follows:
Services: the work to be performed pursuant to an Agreement.
End Result: the result achieved under an Agreement in respect of which proprietary rights, including but not limited to intellectual property rights (including copyrights, neighbouring rights, etc.) can be asserted.
Terms and Conditions of Purchase: the present General Terms and Conditions of Purchase of Goods and Services of Talpa Studios.
Inspection: the inspection, examination, checking and/or testing of Goods delivered by or on behalf of Talpa Studios.
Delivery: putting one or more Goods into the possession of Talpa Studios and any installation and/or assembly of these Goods as well as the provision of Services.
Offer: the offer submitted to Talpa Studios by a party (the ‘Other Party’) in response to a Request for an Offer.
Request for an Offer: request from Talpa Studios to the Other Party to send an Offer.
Agreement: the written contract concluded between Talpa Studios and the Other Party, including an order concerning the delivery of Goods and/or Services.
Parties: Talpa Studios and the Other Party.
Personal Data: any information about an identified or identifiable natural person.
Talpa Studios: Talpa Studios Holding B.V. in its capacity as client and user of these General Terms and Conditions of Purchase, with registered office and place of business in Laren at Zevenend 45 (1251RL), as well as the other companies affiliated with it, including but not limited to Talpa Studios Netherlands B.V., Talpa Studios Concepts B.V., Talpa Holding B.V.
Confidential Information: any and all information that the Other Party has or will have at its disposal in connection with requests, offers, quotations or the Agreement, with the exception of information that has been made public without there being or having been a breach of a duty of confidentiality.
Other Party: the supplier with whom Talpa Studios enters into an Agreement for the delivery of Goods and/or Services or its employees or third parties and suppliers engaged by it.
Goods: tangible objects to be delivered.
1.1 Unless expressly agreed otherwise, these Terms and Conditions of Purchase shall apply exclusively to all (precontractual) requests, offers, quotations and Agreements between Talpa Studios and the Other Party relating to the supply of Goods and/or Services.
1.2 Deviations from these Terms and Conditions of Purchase shall only be valid insofar as these deviations have been agreed in writing by Talpa Studios and the Other Party.
1.3 In case of conflict between the Agreement and the Terms and Conditions of Purchase, the Agreement will prevail.
1.4 If and insofar as one or more provisions of these Terms and Conditions of Purchase are contrary to any statutory regulation and/or are declared void or annulled (nietig worden verklaard of worden vernietigd) by irrevocable judicial decision, the other provisions will remain in full force. The Parties will then endeavour to replace the void or nullified provisions with valid provisions, which come as close as possible to the intention of the void or nullified provisions.
1.5 Talpa Studios has the right to amend the Terms and Conditions of Purchase and declare the amended Terms and Conditions of Purchase applicable to existing Agreements. Such amendments will be binding on the Other Party 30 days after notification thereof to the Other Party.
1.6 If the Other Party does not agree with the amendments, it must inform Talpa Studios thereof within 30 days after the notification referred to in article 1.5 by registered letter, stating the reasons. Upon receipt by Talpa Studios of the registered letter, Talpa Studios has the right to immediately terminate the Agreement, without being liable for damages towards the Other Party. With the acceptance of new orders by the Other Party after amendments to the Terms and Conditions of Purchase, the Other Party will be deemed to have accepted these amendments.
1.7 Without prior written consent of Talpa Studios, the Other Party shall not be permitted to use Talpa Studios (including its logo) as a reference in communications in any form whatsoever.
2.1 An Offer must comply with the Terms and Conditions of Purchase and the other conditions and specifications included in the Request for an Offer. If the Other Party wishes to offer an alternative, this must be included explicitly and separately in the Offer.
2.2 An Offer must provide insight into deviations and/or specific characteristics of the Goods and/or Services to be delivered, of which the Other Party knows or should know that these are important to Talpa Studios.
2.3 Offers made by the Other Party shall be valid for at least six (6) weeks from the date on which the Offer reached Talpa Studios and may not be revoked during this period.
2.4 The costs incurred by the Other Party in connection with an Offer will not be reimbursed by Talpa Studios.
3.1 If a written order follows a quotation from an Other Party, the Agreement shall come into effect when Talpa Studios sends that order to the Other Party.
3.2 Talpa Studios shall be entitled to make amendments and additions to the quotation. In that case, the Agreement shall come into effect at the moment Talpa Studios receives written confirmation of the order in accordance with the amended or supplemented quotation, or at the moment the Other Party actually starts the performance of the Agreement.
3.3 Talpa Studios shall be entitled to renounce entering into the Agreement at any time prior to signing the Agreement and without giving reasons. Talpa Studios shall not compensate any costs or damage related thereto or be obliged to enter into an Agreement as yet.
3.4 Talpa Studios shall only be bound by an Agreement that is concluded in writing and signed by two authorised representatives of Talpa Studios.
3.5 All actions taken by the Other Party prior to the conclusion of the Agreement shall be at the risk and expense of the Other Party.
4.1 Unless agreed otherwise, the Other Party shall be responsible for transport and shall be liable for damage to Goods or loss thereof caused by loading, during transport and/or unloading and for damage caused by defective and/or inadequate packaging. The Other Party must take out adequate insurance against risks during transport and Delivery.
4.2 Delivery must be made at the agreed place and time.
4.3 Unless provided otherwise in the Agreement, all delivery times stated by Talpa Studios are strict deadlines. In case of non-compliance with a delivery date or time, the Other Party shall immediately be in default without any further notice of default being required.
4.4 The Other Party must notify Talpa Studios in writing without delay of any impending late delivery. This is without prejudice to any consequences of this exceeding pursuant to the Agreement, of which the Terms and Conditions of Purchase form part, or statutory provisions.
4.5 In addition to the Delivery as agreed in the Agreement, the Other Party will, for the price as stated in the Agreement, perform all additional actions, which Talpa Studios reasonably requires to make optimal use of the Goods and/or Services.
4.6 The Delivery of Goods other than those agreed upon shall not be permitted without the prior written consent of Talpa Studios.
5.1 Inspection may take place prior to, during or after Delivery. The Other Party shall render its reasonable cooperation to the Inspection requested by Talpa Studios.
5.2 Ownership and risk of the Goods will transfer to Talpa Studios after acceptance of the Delivery by Talpa Studios.
5.3 If an Inspection before, during or after Delivery results in the rejection of all or part of the Goods, Talpa Studios will notify the Other Party. This notification constitutes a notice of default.
5.4 In the event of rejection of the Goods during or after Delivery, ownership and risk will be deemed to have remained with the Other Party and never to have transferred to Talpa Studios.
5.5 Talpa Studios has the right to repair or replace the Goods or have them repaired or replaced at the expense of the Other Party, if, after consultation with the Other Party, it may reasonably be assumed that the Other Party cannot or will not properly take care of the repair or replacement. Talpa Studios may waive consultation in urgent cases.
6.1 The Other Party warrants that the Goods delivered and any installation/assembly thereof are in accordance with what has been agreed and are free from defects (including design, material and/or manufacturing defects), are fit for the purpose for which they are intended and comply with the relevant statutory and regulatory requirements and the requirements of the safety and quality standards applicable within the industry.
6.2 The Other Party guarantees the availability of spare parts and service parts necessary for the repair and maintenance of the delivered Goods at reasonable prices and agreed discounts for at least 5 (five) years after the last delivery of the Goods under the Agreement.
6.3 The Other Party shall provide a warranty period for the Goods of at least one (1) year from the date of acceptance. If the warranty period or manufacturer’s warranty applied by the Other Party is longer than this period, the longer warranty period shall apply. Within the warranty period, the Other Party will repair any defect reported by Talpa Studios as soon as possible and free of charge.
6.4 The warranty does not affect the rights that Talpa Studios can derive from the law and the Agreement.
6.5 The warranty period starts from the moment Talpa Studios accepts the Delivery.
7.1 The Other Party guarantees that it complies in all respects with the prevailing national and European laws and regulations, including (but not limited to) laws and regulations on the protection of personal data, payment of the minimum wage, safety and the environment. The Other Party guarantees that it complies with all relevant laws and regulations, codes and guidelines of government bodies when performing its obligations.
7.2 The Other Party’s unfamiliarity with any relevant regulations cannot be held against Talpa Studios by the Other Party. The Other Party shall indemnify Talpa Studios, both in and out of court, from and against any and all consequences of non-compliance with the rules, standards and guidelines, and the Other Party shall compensate Talpa Studios in full in the event of any adverse consequences. The obligation to indemnify shall remain in force also after the termination of the Agreement, regardless of the reason for termination.
7.3 The Other Party shall, at its own risk and expense, ensure that all licences, approvals and exemptions required for the performance of the Agreement are applied for and obtained in good time.
8.1 The prices for the delivery of Goods and/or Services are in euros, are fixed and include any turnover tax due and all costs in connection with the fulfilment of the Other Party’s obligation(s), unless specifically agreed otherwise.
8.2 Settlement of contract variations (meer- of minderwerk) shall take place after completion of the work. Additional work may not be commenced until instructed in writing by Talpa Studios. Additional work not previously commissioned in writing shall be at the risk and expense of the Other Party.
8.3 The agreed prices are fixed and cannot be unilaterally increased or indexed by the Other Party, unless expressly agreed in writing.
9.1 Invoicing shall take place to the specified billing address after the delivery of the Goods and/or Services, fully specified by number and type, stating an internal contact person, programme title, or budget and/or project code and according to other instructions given in advance by Talpa Studios.
9.2 Talpa Studios shall pay the amounts it owes for the delivery of Goods and/or Services within 30 days of the invoice date, unless explicitly agreed otherwise. Exceeding a payment term by Talpa Studios shall not give the Other Party the right to suspend or end the delivery of Goods and/or Services, nor will Talpa Studios owe the Other Party interest, statutory or otherwise, as a result.
9.3 Talpa Studios shall be entitled to suspend payment in the event it detects a failure in the performance of an obligation by the Other Party. In case of prepayment of any amount, Talpa Studios shall have the right to set off the statutory interest on the prepaid amount over the period that the Other Party is in default against the amount owed by Talpa Studios.
9.4 Payment by Talpa Studios shall in no way constitute a waiver of any rights.
9.5 In the event that Talpa Studios has to pay amounts in advance, the Other Party will, at the first request of Talpa Studios, either provide a bank guarantee in accordance with a model to be determined by Talpa Studios or provide adequate security in any other way, at the discretion of Talpa Studios.
9.6 Talpa Studios has the right to have an independent accountant carry out an investigation at the Other Party’s premises, including its books, in order to verify the accuracy of the invoiced costs and/or the compliance of the Goods and/or Services with the Agreement, if the Agreement is based on actual costs (with or without mark-up), or if the Parties have agreed on certain minimum requirements with regard to the Goods and/or Services to be delivered. The Other Party shall cooperate fully with such investigation. The costs of this investigation shall be for the account of Talpa Studios, unless the investigation shows that the costs charged are incorrect and/or the Goods and/or Services do not comply with the Agreement.
9.7 Talpa Studios shall at all times be entitled to set off amounts due to the Other Party against any outstanding claims on the Other Party arising from the Agreement.
10.1 The Other Party guarantees that the persons to be deployed by it in the performance of the Agreement meet the generally accepted requirements of professional competence and expertise and the requirements set by Talpa Studios in this respect, and the Other Party shall ensure adequate supervision and management. If, in the professional opinion of Talpa Studios, the person(s) in question is/are not suitable or able to carry out the work, the Other Party shall ensure the timely and adequate replacement of this/these person(s), without any additional or higher prices than agreed.
10.2 In the case of the provision of Services, the Other Party shall, at the request of Talpa Studios, provide Talpa Studios with a written statement of the relevant personal details of the persons who provide or will provide the Services.
10.3 Upon request, the Other Party will use a timesheet or other means of verification, at the discretion of Talpa Studios, to determine the hours worked by the persons referred to in the previous paragraph.
10.4 The Other Party guarantees that the personnel deployed by it and the third parties it deploys for Talpa Studios have all the necessary (residence and employment) permits at all times and indemnifies Talpa Studios, both in and out of court, against all fines, compensation and costs in this respect.
10.5 The Other Party shall ensure that its personnel and third parties deployed by it observe all statutory safety regulations and any internal and safety regulations of Talpa Studios applicable to a specific location.
10.6 Under no circumstances can the persons to be deployed by the Other Party be regarded as employees of Talpa Studios. Talpa Studios shall, therefore, not be liable for any income and/or wage tax or national insurance contributions (premies volksverzekeringen) and/or social security contributions (sociale verzekeringspremies) or other costs, charges or compensation that an employer may owe to or in connection with a (former) employee.
10.7 Any subsequent additional tax assessments (naheffingen), interest and penalties (boetes) based on the amounts paid to the Other Party, whether imposed on Talpa Studios, the Other Party or the persons to be deployed, shall be borne in full by the Other Party, who shall indemnify Talpa Studios accordingly. If Talpa Studios is confronted with additional tax assessments or receives a notice to this effect, it will notify the Other Party of this within the statutory objection period(s) and give the Other Party the opportunity to defend itself, in consultation with Talpa Studios.
10.8 The storage of goods by or on behalf of the Other Party on the premises or in the buildings of Talpa Studios shall be at the Other Party’s own risk and only permitted after explicit written consent of Talpa Studios, who must also have designated a place for storage.
11.1 Talpa Studios aims to provide all persons working for and in its company with a safe (working) environment. This means that Talpa Studios will not tolerate inappropriate behaviour and expects all persons working within its organisation to refrain from physical violence, sexual intimidation, undesirable (sexual) advances, discrimination, threats, swearing and/or coarse language, being under the influence of alcohol or drugs and/or bringing illegal items to work. If, during the performance of the Agreement, the person(s) to be deployed by the Other Party are themselves involved in or observe something that qualifies as inappropriate behaviour and/or a criminal offence, the Other Party and/or the person(s) to be deployed by the Other Party, can report this to his or her contact at Talpa Studios. In the event of a criminal offence, the Other Party and/or the person(s) to be deployed by the Other Party can contact the Justice department.
11.2 The Other Party will inform the persons to be deployed by it of the provisions of this article.
12.1 The Other Party shall be obliged to keep the Confidential Information confidential and not to disclose it in any way (orally, in writing, using social media or by other ((electronic)) means) to third parties.
12.2 The Other Party shall only use the Confidential Information to the extent required within the framework of the performance of the Agreement. The Other Party shall only disclose the Confidential Information to its employees or persons to be engaged by Employees to the extent required for the performance of the Agreement. The Other Party shall also impose this duty of confidentiality on persons engaged by it in the performance of its obligations.
12.3 The Other Party shall be obliged to take adequate technical and organisational measures to secure the Confidential Information against damage, loss or against any form of unlawful processing. These measures, taking into account the state of the art and costs of implementation, will guarantee an appropriate security level, given the risks involved in the processing and the nature of the Confidential Information to be protected.
12.4 The duty of confidentiality described in this article shall remain in force even after termination of the Agreement, regardless of the reason for termination.
12.5 Breach of the duty of confidentiality by the Other Party and/or persons engaged by it constitutes a failure in the performance of the obligations under the Agreement. Where relevant, Talpa Studios shall, without prejudice to its other rights, be entitled to recover the damage from the Other Party, except insofar as the Other Party shall be obliged to provide this information pursuant to a statutory obligation or insofar as the Other Party or the person(s) deployed by the Other Party is (are) reasonably obliged to provide this information within the framework of a notification as referred to in article 11.
12.6 The Other Party shall not be permitted to use Goods and/or Services that have been developed jointly by Talpa Studios and the Other Party, or on the instruction or by order of Talpa Studios, for the benefit of third parties without the written permission of Talpa Studios.
12.7 The Other Party shall be obliged to return all information (written documents, computer files, etc.) that the Other Party may have in its possession in the framework of the performance of the Agreement to Talpa Studios within 14 days of the completion of the work in question.
13.1 The Other Party warrants that the Goods and/or Services delivered by the Other Party to Talpa Studios or the resources bought or produced by the Other Party on behalf of Talpa Studios do not infringe any intellectual property rights or other rights of third parties.
13.2 The Other Party warrants the free and undisturbed use by Talpa Studios of the delivered Goods and/or Services. The Other Party indemnifies Talpa Studios both in and out of court against claims of third parties, including fines, compensation and costs, in connection with a (possible) infringement of intellectual property rights or other rights of third parties. The obligation to indemnify shall remain in force also after the termination of the Agreement, regardless of the reason for termination.
13.3 All intellectual property rights that arise in the performance of the obligations by the Other Party on behalf of Talpa Studios, or in the precontractual application, belong to Talpa Studios. The Other Party hereby transfers – to the extent required – the intellectual property rights to Talpa Studios.
13.4 Insofar as the transfer of such rights requires a further deed, the Other Party states that, if this situation arises, it will at such time irrevocably authorise Talpa Studios to draw up such deed and sign it on behalf of the Other Party, without prejudice to the obligation of the Other Party to render its cooperation to the transfer of such rights at the first request of Talpa Studios, without imposing any financial or other conditions. The Other Party irrevocably authorises Talpa Studios to register the transfer of intellectual property rights and other rights in the appropriate registers.
13.5 The Other Party, also as representative of its employees, hereby waives towards Talpa Studios any so-called personality rights to which the Other Party is entitled, to the extent permitted by applicable regulations.
13.6 If the work performed by the Other Party leads to the realisation of the Final Result in respect of which copyrights or other intellectual property rights can be asserted, these rights will, without an explicit written agreement to the contrary, remain vested in Talpa Studios. If for any reason a transfer of rights is void or voidable and this is invoked, Talpa Studios shall in any case have an irrevocable, worldwide, exclusive licence, with the right to sublicense, for the duration of the intellectual property right concerned, without further payment obligation of Talpa Studios to the Other Party for this licence.
14.1 If, in the context of the performance of the Agreement, the Other Party processes Personal Data for Talpa Studios, the Other Party will be considered a processor within the meaning of the General Data Protection Regulation (GDPR). This article is to be regarded as a processing agreement within the meaning of the GDPR. In those cases where Talpa Studios deems it appropriate or necessary in the context of the performance of the Agreement, the Parties will conclude a separate processing agreement for this purpose.
14.2 In the event that the Other Party processes Personal Data, it undertakes to:
a. Process the Personal Data only in accordance with all applicable (privacy) laws and regulations and with the written instructions of Talpa Studios, in which case the Personal Data will not be transferred outside the European Union, unless the Other Party shall be obliged to do so on the basis of European or local legislation to which it is subject (in which case the Other Party will inform Talpa Studios to the extent legally possible).
b. Ensure that its employees or third parties engaged by it will always keep the Personal Data confidential.
c. Apply all legally required technical and organisational security measures.
d. Assist Talpa Studios where necessary in the fulfilment of its obligations with regard to security measures, the documentation of data processing, the implementation of a data protection impact assessment, and the notification of data breaches (requiring the Other Party to inform Talpa Studios without unreasonable delay upon discovery thereof).
e. To the extent possible, assist Talpa Studios in complying with its obligation to respond to requests of one or more data subjects arising from their rights regarding: information, inspection, rectification, erasure of personal data, transfer of personal data to another party, restriction of data processing, and objection to automated decision-making. The assistance of the Other Party includes both notifying Talpa Studios of a request received from a data subject and assisting in the execution of that request if required.
f. Provide Talpa Studios with all information necessary to demonstrate compliance with the obligations laid down in this article.
g. Enable audits and inspections by Talpa Studios (or an independent auditor engaged by Talpa Studios).
h. At the discretion of Talpa Studios, at the end of the Agreement, destroy or return all Personal Data thereof, without retaining any copies thereof other than pursuant to a European or local legal obligation.
14.3 The Other Party may engage its affiliated companies or other third parties for the processing, if prior written consent has been received from Talpa Studios, provided that they are demonstrably committed to equivalent obligations as described in this article. The Other Party will provide Talpa Studios with written evidence thereof upon first request.
14.4 The Other Party shall indemnify Talpa Studios both in and out of court against claims of third parties as a result of non-compliance with an obligation of the Other Party under the GDPR or other applicable regulations regarding the processing of Personal Data. The Other Party will compensate Talpa Studios for any damage, including in any case fines imposed by regulatory authorities.
15.1 The Other Party shall not be permitted to transfer or outsource the rights and obligations of the Other Party under the Agreement (in full or in part) to third parties without the prior written consent of Talpa Studios. Talpa Studios may attach conditions to its consent.
15.2 The Other Party shall not be permitted to outsource the performance of its obligations under the Agreement (in full or in part) to third parties without the prior written consent of Talpa Studios. Talpa Studios may attach conditions to its consent. The Other Party shall remain liable to Talpa Studios at all times for the proper performance of its obligations under the Agreement.
15.3 Talpa Studios may transfer its rights and obligations under the Agreement to group companies or contribute to a company.
16.1 If the Other Party fails to perform, fails to perform properly or fails to perform within a specified period, or otherwise imputably fails to comply with its obligations under the Agreement, Talpa Studios shall have the right to prematurely terminate the Agreement in accordance with the provisions of article 17, or the right to claim performance, all without prejudice to the right to compensation for the damage suffered by Talpa Studios as a result of the failure.
16.2 In the event referred to in paragraph 1 of this article 16, Talpa Studios shall be entitled to set off any amounts owed to the Other Party against any amounts owed to Talpa Studios by the Other Party pursuant to paragraph 1 of this article 16, article 17 and/or article 18.
16.3 A failure cannot be attributed to the Other Party in the event of force majeure within the meaning of section 6:75 of the Dutch Civil Code. In case of force majeure, the Other Party shall immediately report this to Talpa Studios.
16.4 Force majeure does in any case not include: strikes, illness or absence of staff, failure in the fulfilment of obligations of suppliers or other third parties engaged by the Other Party, failure of technical or other equipment and machinery, or liquidity problems of the Other Party.
16.5 Unless expressly agreed otherwise, any term included in the Agreement within which the Other Party must perform is a strict deadline.
17.1 If, after having been given notice of default by Talpa Studios – in which it is given a reasonable period to remedy the failure – the Other Party fails imputably in the performance of essential obligations of the Agreement, Talpa Studios shall be entitled to prematurely terminate the Agreement by registered letter. No notice of default is required if Talpa Studios can reasonably anticipate that the Other Party will not be able to comply or comply on time, or if the Other Party exceeds a strict deadline, in which case the relevant Goods and/or Services to be delivered will be immediately due and payable. In such a case, Talpa Studios shall only be obliged to compensate the delivered and demonstrably usable Goods and/or Services and the costs reasonably incurred for these to the Other Party on a pro rata basis, and shall not be obliged to pay any damages whatsoever.
17.2 Unless otherwise stipulated in the Agreement, Talpa Studios shall at all times be entitled to terminate the Agreement, in part or in full, by registered letter without notice of default and without judicial intervention, with due observance of a notice period of one month, if necessary without giving reasons. In that case, Talpa Studios shall be obliged to compensate the Other Party for:
a. the delivered and demonstrably usable Goods and/or Services pro rata;
b. the costs reasonably incurred;
c. costs arising from any reasonable commitments with third parties entered into by the Other Party for the delivery of the Goods and/or Services. In connection with the termination of the Agreement pursuant to this article 17 paragraph 2, Talpa Studios shall not be obliged to pay the Other Party any costs other than those referred to in this article 17 paragraph 2, nor to pay any damages.
17.3 Talpa Studios may immediately give notice or terminate (opzeggen of ontbinden) the Agreement if it suffers or might suffer damage, including reputational damage, as a result of the continuation of the Agreement.
17.4 Talpa Studios shall be entitled to terminate the Agreement with immediate effect by registered letter if there is a significant change of control on the part of the Other Party. The Other Party shall be obliged to timely notify Talpa Studios of such (intended) change.
17.5 Either party shall be entitled to terminate the Agreement by registered letter in the event of a force majeure situation on the part of the Other Party, which has lasted more than fifteen working days. Any work already performed under the Agreement will be settled pro rata, without the Parties owing each other anything else. The term referred to in the first sentence need not be observed if it cannot reasonably be expected that the force majeure situation will be eliminated within this term, or if the terminating party cannot be required to observe this term.
17.6 Either party shall furthermore be entitled to terminate the Agreement with immediate effect by registered letter if the other party:
a. files for bankruptcy or is declared bankrupt;
b. applies for suspension of payments, or if suspension of payment is granted;
c. faces foreclosure (executoriaal beslag) on essential parts of its business operations, which may hinder the performance of and compliance with the Agreement;
d. is dissolved or otherwise ceases to exist.
The foregoing is without prejudice to the terminating party’s right to compensation for costs and/or damage in any form whatsoever.
18.1 The Other Party shall be liable for all damage suffered by Talpa Studios as a result of a failure in the performance of the obligations of the Other Party arising from the Agreement or these Terms and Conditions of Purchase, as well as following acts or omissions, including unlawful acts, of the Other Party itself, its staff or the staff of third parties engaged by it, including but not limited to (sub)contractors and other auxiliary persons.
18.2 As a result of the liability mentioned in article 18.1, the Other Party shall be obliged to compensate all damage – including at least financial loss, consequential loss and the actual costs of legal assistance – suffered by Talpa Studios. In this context, the Other Party indemnifies Talpa Studios, both in and out of court, against all claims by third parties or their staff, including, but not limited to, (sub)contractors and (sub)suppliers, for compensation of damage suffered by them.
18.3 If Talpa Studios uses a penalty clause in an Agreement, this shall not affect the right of Talpa Studios to demand performance and/or compensation.
18.4 The liability of Talpa Studios for damage suffered by the Other Party or its staff shall be excluded, unless such damage is the result of gross negligence or intent on the part of the managerial staff of Talpa Studios, in which case the liability of Talpa Studios shall be limited to compensation of the direct damage up to the amount of the price stipulated for that Agreement up to the moment the damage was reported.
In no case, however, will the total compensation for direct damage exceed EUR 100,000. The liability of Talpa Studios for damage due to death or physical injury shall never exceed 1,000,000 Euro.
19.1 Talpa Studios shall be entitled to require the Other Party and the third parties engaged by it to take out adequate insurance to cover any performance arising from the Agreement and to provide evidence thereof, if necessary.
19.2 Liability of the Other Party shall not be limited to the insured amount.
19.3 The Other Party assigns in advance all claims for benefits from the insurance(s) referred to in the first paragraph of this article to Talpa Studios.
20.1 These Terms and Conditions of Purchase, the Agreement and all agreements resulting therefrom shall be governed exclusively by Dutch law.
20.2 Only the court in Amsterdam shall have jurisdiction to take cognisance of disputes (including those regarded as such by only one of the parties) that may arise between the parties as a result of these Terms and Conditions of Purchase, the Agreement or any agreements resulting therefrom.
21.1 Rights and obligations in these Terms and Conditions of Purchase, which by their nature and content are intended to continue in force, shall remain in full force after termination of the Agreement or after the issue of an Offer that did not result in an Agreement.
21.2 Only with the prior written consent of Talpa Studios, the Other Party shall be entitled to hire (an) employee(s) of Talpa Studios, who has/have been involved in the performance of the Agreement during the preceding three months, or have them work for it in any other capacity.
21.3 The Other Party shall not be permitted to offer or provide Talpa Studios (or any of its employees) with any compensation or any other benefit other than that which reasonably arises from the performance of the Agreement.
Last amended: 3 October 2023