General terms and conditions.

1. Who we are

Berjawi Moesli (“we”, “us”) is a strategy and production studio run by Yara Berjawi and Cornel Moesli, based in the Netherlands. The company is in formation: registration with the Dutch Chamber of Commerce (KvK) is in progress, and the KvK number, VAT (btw) number and registered address will be published here as soon as they are issued. Until then, Yara Berjawi and Cornel Moesli contract jointly under the name Berjawi Moesli (in formation). cornel@berjawimoesli.com, yara@berjawimoesli.com.

2. Scope

These terms apply to every quote, agreement and service between us and a client relating to strategy, creative, content, film, photography and related work. They are made available before or when an agreement is concluded and can be downloaded and saved from this page. We reject any general terms of the client, unless we have accepted them expressly and in writing. Individual agreements in a quote take precedence over these terms where they differ.

3. Quotes and formation of the agreement

Quotes are valid for 30 days unless stated otherwise. An agreement is formed when the client confirms a quote in writing or by email, pays the first instalment, or lets us start the work. By confirming, the client accepts these terms. Estimates are given with care but are not binding unless a fixed price is agreed in the quote.

4. Nature of our work

Our agreements are contracts for services (overeenkomst van opdracht) as meant in article 7:400 of the Dutch Civil Code. Strategy, research and advice are performed to the best of our ability (inspanningsverplichting); we do not guarantee a commercial result. Where a quote names a concrete deliverable, such as a film or a set of assets, we deliver that deliverable as described. We may involve third parties, such as crew, editors and specialists, in performing the work; the joint liability of article 7:407 paragraph 2 and the personal performance rule of article 7:404 of the Dutch Civil Code do not apply.

5. Prices and payment

All prices are in euros and exclude VAT (btw) and, unless stated in the quote, travel, accommodation, locations, casting, licences, printing and other third-party costs, which we charge at cost with the client’s prior approval.

• 50% of the agreed fee on confirmation of the quote, before work starts.
• 50% on delivery of the final deliverables, before the licence in section 8 takes effect.

For projects running longer than two months, or for ongoing partnerships, we may invoice monthly instead. Invoices are payable within 14 days of the invoice date. If the client does not pay on time, it is in default without notice, and the statutory commercial interest of article 6:119a of the Dutch Civil Code is due from the due date, together with extrajudicial collection costs as set by the Dutch Decree on compensation for extrajudicial collection costs, with a minimum of €40. We may suspend work and withhold deliverables while an invoice is overdue.

6. Cooperation of the client

The client provides the information, materials, access, people and approvals we need, on time and in the agreed format, and appoints one contact person with authority to decide. If a project is delayed or made more expensive because the client does not, the additional time is charged at our hourly rate and deadlines shift accordingly. We tell the client in advance what to expect.

7. Changes and additional work

Work not included in the quote, including changes to the brief after approval of a concept, extra shooting days and extra revision rounds, is additional work. We quote it before starting where reasonably possible and charge it on a time-and-materials basis otherwise.

8. Intellectual property and licence

All copyright and related rights in concepts, strategies, scripts, designs, films, photographs and other work we create remain with us, in line with the Dutch Copyright Act (Auteurswet). Rights are only transferred by a written deed signed by us. On full payment of all invoices for the project, the client receives a non-exclusive, perpetual, worldwide licence to use the final deliverables for its own business communication in all media, unless the quote states another scope. Until full payment, use is not permitted. Working files, raw footage and project files remain ours and are not part of the deliverables unless agreed. Concepts and proposals we present but that are not commissioned remain ours and may not be used or passed on. The client may not alter the deliverables in a way that harms our reputation; we keep our moral rights under article 25 of the Copyright Act. We may name the client and show the work in our portfolio and self-promotion, unless the client objects in writing before delivery.

9. Third-party rights, people in frame, and indemnity

Where we source music, stock, fonts or other third-party content, we clear the rights for the agreed use and period; extended use may require extra licences at the client’s cost. The client warrants that it holds the rights to everything it supplies, including logos, images, text, music and data, and that employees and other people the client brings in front of the camera have given the consents required under the Copyright Act and the GDPR. For people we cast, we handle releases. The client indemnifies us against third-party claims arising from the client’s materials, instructions or use of the work beyond the licence.

10. Confidentiality

Both parties keep non-public information they learn during the collaboration confidential and use it only for the project. This obligation continues after the agreement ends. It does not prevent us from showing the finished work under section 8.

11. Deadlines, delivery, acceptance and revisions

Deadlines are indicative unless the quote marks them as fixed (fataal). The client is entitled to two rounds of revisions per deliverable, unless agreed otherwise; further rounds are additional work. The client checks each deliverable promptly and reports defects in writing within 7 days of delivery, stating what is wrong; after that period, or on first use of the work, the deliverable counts as accepted. Small deviations that do not affect the agreed use, including colour differences between screens, are no ground for rejection.

12. Cancellation and termination

The client may cancel a project at any time in writing. In that case we charge the work done and the costs incurred, including non-refundable third-party bookings, plus a fee for the reserved capacity:

• Cancellation up to 14 days before the project or shooting start: 30% of the remaining fee.
• Cancellation up to 7 days before: 50% of the remaining fee.
• Cancellation less than 7 days before: 80% of the remaining fee.

The first instalment is set off against these amounts. We may prove higher actual damage; the client may prove lower. Ongoing partnerships, such as fractional strategy or content planning, can be ended by either party with one month’s written notice to the end of a month. Either party may end the agreement with immediate effect if the other party is declared bankrupt, applies for suspension of payments, or seriously breaches the agreement and does not remedy this within 14 days after written notice.

13. Delay on our side

If we are materially late for reasons attributable to us, the client gives us written notice of default with a reasonable period of at least 14 days to perform. If we still do not perform, the client may terminate the part of the agreement not yet performed and we refund payments for that part, less the value of the work delivered.

14. Force majeure

Neither party is liable for failing to perform because of force majeure as meant in article 6:75 of the Dutch Civil Code, including illness or accident of key people, extreme weather on shooting days, government measures, strikes, failures of suppliers or networks, and comparable events beyond its control. Deadlines are extended by the duration of the impediment. If it lasts longer than 30 days, either party may terminate the part of the agreement not yet performed in writing; work already done is paid for.

15. Liability

Our liability for damage in connection with the agreement is limited to direct damage and to the fee invoiced for the assignment, or, for assignments longer than six months, to the fee for the last six months, and in any case to the amount paid out under our liability insurance. We are not liable for indirect damage, including lost profit, lost savings, business interruption, damage to reputation or claims of the client’s customers, nor for damage caused by incorrect or incomplete information supplied by the client. These limitations do not apply in case of intent or deliberate recklessness on our part. Any claim against us lapses 12 months after the client became aware, or could reasonably have become aware, of the damage.

16. Data protection

We process personal data in line with the General Data Protection Regulation (AVG) and our privacy statement. Where we process personal data on the client’s behalf, for instance recordings of the client’s employees, the parties conclude a processing agreement if the law requires it.

17. Final provisions

If a provision of these terms is invalid, the rest remains in force and the invalid provision is replaced by one that comes closest to its purpose. We may amend these terms; the version in force when the agreement was concluded applies to that agreement. Dutch law applies. Disputes are submitted to the competent court in the district where Berjawi Moesli is established, unless the parties first agree to mediation. These terms are drawn up in English; if a Dutch translation is provided, the English text prevails.