general terms of business

General Terms of Business

of endrius s.r.o.

GENERAL TERMS OF BUSINESS
of endrius s.r.o.

I Definitions

For the purposes of these General Terms of Business:

“Contractor” means endrius, s.r.o., a company with its registered office on Pod Vtáčnikom 3, 831 01 Bratislava, Corporate ID (IČO): 47577371, Tax ID (DIČ): 2024027291, VAT Reg. No. (IČ DPH): SK2024027291, registered in the Commercial Register maintained by Bratislava I District Court, Section: Sro, Registration File No. 96190/B, general e-mail address: hello@endrius.com. In the course of execution and performance of a contract for work under these General Terms of Business, the Contractor acts in the ordinary course of its business.
“Customer” means a person having a contract for work under these General Terms of Business with the Contractor in place. In the course of conclusion and performance of the contract for work under these General Terms of Business, the Customer acts within the scope of his profession, or its business or other commercial activity.
“Parties” shall mean the Contractor and Customer.
“Contract” shall mean either a contract for work concluded between the Contractor and Customer or Customer’s purchase order confirmed by the Contractor, or the Contractor’s offer in the hard copy or electronic (including e-mail) form confirmed by the Customer and referring to these General Terms of Business.
“Work” means a video presentation, clip, animation or other complex audiovisual works created by the Contractor for the Customer under a Contract.
“Shoot Plan” means Contractor’s binding instructions addressed to the Customer prior to commencement of the shooting through which the Contractor informs the Customer about the time and place of shooting, its expected duration, sub-contractors involved in the shooting, the scope of the required Customer’s collaboration and other fact relevant to the shoot.
“Pre-production” means the preparatory stage in relation to the Work comprised of preparation of the script ad/or story-board, i.e. the basis for creation of the Work, and other pre-production activities including, without limitation, selection and evaluation of the location/place of shooting and other related Contractor’s creative activities.
“Production” means the stage at which the Work is actually created and is comprised of shoot of the footage, creation of animations, recording of music and other audio basis (e.g. dubbing) and securing other elements to be used in the course of creation of the Work.
“Post-production” means the stage of creation of the Work after the completion of the Production stage and during which the Contractor, paying due regard to Customer’s comments, creates the final version of the Work.

II Initial Provisions

These General Terms of Business are integral part of Contracts for creation of a Work.
Issues not addressed in a Contract and these General Terms of Business are governed by generally binding legal regulations of the Slovak Republic.

III General Terms and Conditions of Creation of a Work

Contractor agrees to create the Work at its own cost and risk and at the agreed time. Customer is required to accept a completed Work and to pay to the Contractor the agreed price.
At any time after the conclusion of a Contract, the Customer has the right to propose to the Contractor changes in the parameters of the Work, i.e. change in the shoot location, in Work delivery deadline, changes in the script, language version, subtitles, animation or other elements utilized in the Work, or other similar changes appreciably changing also the intended form of the Work. If the Contractor informs the Customer that changes in the Work’s parameters are possible without the former incurring any additional costs, the Contractor’s notice of acceptance of the changes in the Work’s parameters will be deemed acceptance of the proposed change and the subject of the Contract will be deemed changed/modified accordingly. If the Contractor informs the Customer that the proposed change in parameters of the Work is possible only if the price of the Work also changes, the former shall notify such fact to the latter and the Customer will subsequently confirm that it either agrees to the proposed change in the price of the Work whereby the subject of the Contract and the agreed price of the Work will be deemed accepted, or that it refuses the proposed changes whereby the Contract remains unamended. Until the receipt of a Customer’s notice according to the preceding sentence, the Contractor is not required to continue creating the originally agreed Work and will not be deemed defaulting in performance of its obligations resulting from the Contract. This paragraph shall be without prejudice to the Customer’s right to comment on the Work at the Post-production stage pursuant to these General Terms of Business.
Customer is required to provide the Contractor with the required collaboration, in particular to furnish to the Contractor background materials and information to be used in preparation of the Work as agreed between the Parties (e.g. logo, own music content or own dubbing, design manual, specimen product, etc), to provide to the Contractor access to its establishment or other premises the Customer uses and where the shoot is to take place, to provide the Contractor with aids without which access in the establishment or premises would not be safe and possible, etc. Contractor will not be deemed in default in performance of its obligations under a Contract while the Customer delays, in spite of the Contractor’s prior warning notice, in ensuring the appropriate collaboration. Customer’s failure to perform the obligations according to this Paragraph is deemed a material breach of a Contract.
Contractor reserves the right to discontinue performing a Contract if there is a justified suspicion that the specifications the Customer has provided for being used in the course of creation of the Work violate the legitimate rights of the Contractor and/or third parties, or the use of which would be contrary to generally binding legal regulations, or if the Customer demonstrably failed to comply with the obligations relating to processing and protection of personal data of persons appearing in the Work, or with some other statutory obligations associated with the process of creation of the Work, unless the Contractor itself has been authorized to fulfil such obligations. Inappropriate specifications according to the preceding sentence are deemed, without limitation, specifications violating either copyright or personal rights, specifications showing the attributes of unfair competition and specifications that are contrary to the provisions of Act No. 147/2001 Coll. concerning advertising, as amended. The Contractor, if exercises the above right, is required to inform the Customer about the underlying reasons and the latter undertakes to furnish alternative specifications free from the invoked defects without delay after the receipt of the Contractor’s warning notice. Exercise of the said right is without prejudice to the Contractor’s right to receive the agreed price for already created part of the Work.
Customer has the right to withdraw from a Contract where this is expressly permissible under Act No. 513/1991 Coll. the Commercial Code, as amended, and also at any time during the term of a Contract, provided that the Customer will pay to the Contractor a withdrawal fee defined as:
a. 50% of the agreed price of the Work, if the Customer withdraws from a Contract prior to completion of the Pre-production stage, after the completion of the Pre-production stage or prior to completion of the Production stage;
b. 90% of the agreed price of the Work, if the Customer withdraws from a Contract after the completion of the Production stage and prior to the completion of the Post-Production stage.
If aerial footage is to appear in the Work, the Customer acknowledges and agrees that such aerial footage will be created with due regard to restrictions, if any, imposed by competent administrative authorities and generally binding legal regulations (in particular restrictions concerning the aerial shoot location, altitude or route), and that the Contractor is entitled to deviate from the agreed specifications of the Work in a scope corresponding to such restrictions. As use of aerial footage is subject to approval by the Ministry of Defence of the Slovak Republic, the Customer is not entitled to either comment on or use such footage until such approval will have been granted. Contractor will not be considered defaulting in the performance of its liabilities resulting from a Contract while the competent authorities delay in approving the flight plan and/or use of the aerial footage.

IV Terms and Conditions Governing the Pre-production, Production and Post-production Stages

If the Customer does not furnish the script for the Work (either in person or through an appointed supplier), it will be understood that the Contractor will prepare the script and/or story-board for the Work according to its own discretion, and that the Work will be created according to so procured script and/or story board. Contractor will not be bound by any Customer’s subsequent comments and suggestions in relation to so procured specifications of the Work, unless the Parties agree otherwise.
The Pre-production stage will be deemed completed upon confirmation of the specifications according to which the Work is to be created.
If preparation of the Work includes also footage from the Customer’s establishment or other premises, or images of the Customer’s person or of its employees or partners and/or if the shooting requires any collaboration from the Customer, the Contractor will prepare a shoot plan and will send it to the Customer not later than 48 hours prior to commencement of shooting.
If the Customer does not comment on the shoot plan not later than 24 hours before the scheduled commencement of shoot, it will be understood that the Customer has been acquainted with and consents to the shoot plan. If the Customer provides its comments on the shoot plan as and when required, the shoot plan will be deemed approved only after its joint approval by both Parties. The Contractor is not deemed in default in respect of performance of the obligations resulting from a Contract until such approval is granted.
If footage is to be shot outdoors and if, according to the weather forecast provided by the Slovak Hydrometeorological Institute, the weather conditions originally forecasted for the shooting day are expected to change to an extent that, according to the Contractor’s professional opinion, would make the shooting unsafe, impossible or meaningless, the Contractor is entitled to unilaterally cancel the time of the shooting on or before 8:00 hours of the same day, to inform thereof the Customer over the telephone, to set a new date and time of shooting and to prepare a new shoot plan in line with the procedure outlined in the preceding Paragraphs. In such a case, the Customer will not be entitled to compensation for costs, if any, incurred as a result of re-scheduling the shoot date and time. If, despite the inclement weather condition, the Customer insists on the shooting, the Customer will be responsible for the costs associated with compensation for damage to the equipment used during the shooting, the costs of potential repeated shooting and other costs associated therewith.
Customer is required to secure the preparation of shooting according to the shoot plan. In addition, the Customer is required to secure that at least one (1) of its representatives be present at the shooting session who is authorized to comment on the shooting in the Customer’s name and who must also provide the Contractor with the required collaboration.
Contractor is required to secure that its employees and external cooperating persons (in particular performing artists, camera operators and other sub-contractors) who take part in the shooting session at the Customer’s premises be clearly distinguishable from the employees and cooperating persons of the Customer, mainly by clothing marked with the Contractor’s name, or name of other similar tags.
The Production stage will be considered completed upon termination of shooting as per the shoot plan, recording of music and other audio tracks (such as dubbing) and securing the finalization of other elements intended to be used in execution of the Work.
As part of the Post-production stage, the Contractor will create the preliminary form of the Work (rough editing) and will submit it to the Customer at deadlines specified below that can be modified solely under an agreement between the Parties. If the Customer submits its comments on the preliminary Work within three (3) days of its receipt, the Contractor will either incorporate those comments into the Work or inform the Customer about the potential complications associated with incorporation of the comments. If any complications are associated with incorporation of the Customer’s comments, the Parties are required to agree, within 10 (ten) days of submission of the first proposal of the Work, on modifications the Contractor is to incorporate into the Work. If Parties fail to reach such agreement in a timely manner, it will be understood that the Contractor will modify the Work according to its professional judgement after taking into account the Customer’s comments previously accepted by both Parties. Applying the same procedure, the Customer may comment also on subsequent elements and procedures involved in creating the Work: incorporation of animations, colour grading, background music, dubbing and subtitling, clean editing.
At the Post-production stage, not more than two (2) commenting events in relation to the Work and its individual parts are allowed if the price of the Work is not to be affected, unless the Parties agree otherwise.
Upon termination of the commenting procedure, the final form of the Work is deemed to have been approved.

V Terms and Conditions of Hand-over and Acceptance of the Work

Unless the Parties agree otherwise, Contractor will hand over the finalized Work to the Customer upon the satisfaction of the following conditions:
a. Customer will pay to the Contractor the price of the Work, including additional remuneration, if any.
b. The consent of the Ministry of Defence of the Slovak Republic in relation to the use of a work containing aerial footage has become final.
The Work will be delivered to Customer through an on-line storage site, unless the Parties have agreed otherwise.
Unless a different quality is prescribed in a Contract, the Work will be delivered at the following quality: 1920×1080, 25 fps, H.264 (Full HD).

VI Price and Payment Conditions

The price of the Work is set out in a Contract. Contractor becomes entitled to payment of the price of the Work after the approval of its final form.
The Parties agree that the price according to the preceding Paragraph will be increased by additional remuneration payable to the Contractor the amount and manner of payment of which will be set out in mutually agreed Contractor’s price quotation, provided that the Contractor will be entitled to such additional fee for activities spent on:
a. shooting in excess of what is set out in the shoot plan, if such additional work carried out by the Contractor in excess of what is required under the shoot plan is triggered by special requirements of, and circumstances on the Customer’s side, such as Customer’s delaying in making accessible the establishment where shooting is to take place, or due to the need for repeated shooting as the Customer insisted on shooting despite Contractor’s warning of unsuitable weather conditions;
b. incorporation of Customer’s additional comments on the Work at the Post-production stage beyond the scope set out in Article IV;
c. additional modifications of the Work after its due and proper handing-over to, and acceptance by the Customer, carried out on the Customer’s special request.
Contractor will issue to the Customer an invoice for the price of the Work and Contractor’s additional remuneration without undue delay after the approval of the final form of the Work, i.e. prior to its due and proper handing-over to and acceptance by the Customer. The Parties have agreed that the invoice will be due before or on the 14th day of its date.
Prior to commencement of performing a Contract, Contractor has the right to request an advance payment of 50% of the price of the Work, such advance payment being due and payable under a Contractor’s pro-forma invoice made out immediately after the conclusion of a Contract. Until the pro-forma invoice is settled, Contractor is not deemed delaying in performance of the Work. Contractor is entitled to unilaterally set-off the advance payment against the properly charged price of the Work, against the Contractor’s additional remuneration, against contractual penalties and late payment interest, against the entitlement to early termination fee as well as against the Contractor’s properly incurred expenditures spent on preparation of the Work if a Contract is terminated prior to the approval of the final form of the Work. Advance payments bear no interest. Parties may agree in a Contract that advance payment will not be requested.
Customer, if delaying in payment of an invoice, will be required to pay a contractual penalty of 0.05% of the invoiced amount for each day of delay. This will be without prejudice to Contractor’s entitlement to compensation for damages, if any, incurred as a result of the Customer’s unlawful conduct.

VII Licence Conditions

Customer acknowledges that the copyright to the Work is governed by Act No. 185/2015 Coll. the Copyright Act, as amended, in particular by its Section 91 dealing with works prepared to order.
Customer acquires the copyright to the Work at the moment of its hand-over and acceptance. Customer shall not acquire any copyright if a Contract is terminated prior to handing-over and acceptance of the Work.
After handing-over and acceptance of the Work, the Customer is authorized to use the same solely for purposes resulting from a Contract, unless the Parties have agreed otherwise. Such a purpose is mainly the Customer’s self-presentation through web pages, business presentations, etc. Customer may use the Work for a different purpose solely under the Contractor’s consent.
Customer agrees that the Contractor is also entitled to use the Work or its part free of charge for presentation of its activities.
Customer is not entitled to modify a Work without having first obtained the Contractor’s consent.
Customer may grant a sub-licence for the use of the Work, or assign the licence to a third party solely under the Contractor’s prior written consent.

VIII Protection of Personal Data

The Contractor hereby informs the Customer and the Customer acknowledges that the former will process Customer’s personal data contained in a Contract and/or specifications submitted for the purpose of performance of a Contract in agreement with Regulation of the European Parliament and Council (EU) No. 2016/679 of 27 April 2016 (GDPR) (the “Regulation”) and Act No. 18/2018 Coll. concerning protection of personal data, as amended (the “Act”). The legal basis on which the Contractor processes Customer’s personal data, in particular for the purpose of due performance of a Contract is the Contract itself. Personal data will be processed during the term of a Contract and subsequently for a period corresponding to statutory archiving of tax documents issued by the Contractor that may contain such personal data. No automated decision-making nor profiling will occur in the course of processing of Customer’s personal data, and the Contractor does not intend to transfer those data to third countries, international organizations or third persons other than the data processor who is the Contractor’s sub-contractor or who secures processing of tax documents for the Contractor or administration of the Contractor’s legal matters. In the first place, Customer has the right to request from the Contractor access to the Customer’s personal data, their correction or deletion (as long as this is in line with the above Regulation and Act), or restriction of processing, to exercise the right to object to the processing as well as the right to file complaints to the Personal Data Protection Office.
Given that the Contractor (hereinafter in this Paragraph the “Data Processor”) may, in certain cases, process for the Customer (hereinafter in this Paragraph the “Data Owner”) personal data of the Customer’s employees or customers or other persons included, or potentially included in the created Work (such as persons present at the Customer’s establishment), in particular the name and surname, image and voice (the “Personal Data”), the Data Processor sets out the following conditions of Personal Data processing the acceptance of which by the Data Owner establishes the agreement for processing of personal data “the Agreement”) pursuant to Article 28(3) of the Regulation, in association with provisions of Section 34(3) of the Act.
The purpose behind processing of Personal Data is the proper creation and subsequent use of a Work that may contain also Personal Data. Thus, the Data Processor may process Personal Data in the course of creation of the Work even without documentable instructions of the Data Owner.
The legal basis of processing of Personal Data is either the Processor’s legitimate interest in creating the Work, or the consent of a data subject the obtaining of which must be secured by the Data Owner. Data Owner is responsible also for informing data subjects about the rights and facts that need to be disclosed under to the Act and Regulation.
However, processing of Personal Data under the Agreement does not involve sensitive personal data according to the Regulation, unless the Data Owner has required otherwise. In such a case, Data Processor must secure all the consents as may be required for the processing of Personal Data.
Processing of Personal Data pursuant to the Agreement means above all their handing over to the Data Processor, their incorporation into the Work and their archiving on data carriers together with copies of the Work.
Data Processor will process Personal Data of Users for a period as may be needed by the Data Processor to defend its legal claims.
Data Processor shall not transfer Personal Data to any third country or international organization.
In the course of performance of the Agreement, Data Owner shall:
a. ensure, that Personal Data are always processed in line with the Regulation and Act, that Personal Data are up-to-date, accurate and correct and that they correspond to the designated purpose of processing;
b. adopt appropriate measures to ensure that Users are provided with all the information in a concise, transparent, comprehendible and easily accessible manner using clear and plain language, and shall make all the notifications required under the Regulation and Act.
In the course of performance of the Agreement, Data Processor shall
a. not involve any other data processor(s) in processing of Personal Data without the prior particular or general written consent of the Data Owner, while the Data Owner agrees that the Data Processor may sub-contract the creation of the Work (thus including processing of Personal Data) to another person who is required to observe in the course of preparation of the Work the same obligations as the Data Processor;
b. consider the nature of Personal Data processing and assist the Data Owner in complying with the Data Owner’s obligation to respond to requests of Users seeking the exercise of their rights, as well as in performing other liabilities resulting from the Regulation and Act;
c. ensure that the automated Personal Data processing systems is used only by authorized personnel who will have access only to personal data corresponding to the authorization held by such persons, namely under special authorizations established exclusively for such persons;
d. ensure that its employees and co-operating parties process Personal Data solely under conditions and in a scope set by the Data Processor and corresponding to the Agreement;
e. in justified cases and on the Data Owner’s reasonable request, allow the performance of a remote audit or an inspection in relation to processing of the Personal Data;
f. upon termination of the Agreement and on the Data Owner’s request, hand over to the Data Owner or newly appointed data processor all personal data processed in the course of delivery of services to the Data Owner.
In the course of performance of the Agreement, Data Owner and Data Processor shall
a. introduce technical, organizational and other appropriate measures according to the Regulation to ensure and were able to evidence at any time that Personal Data are processed in line with the Regulation and Act in a manner preventing unauthorized or unintentional access to the Personal Data and data carriers containing such data, modification, destruction or loss of the Personal Data, and preventing any unauthorized transfers, unauthorized processing and misuse of the Personal Data, and will to review and update such measures from time to time and as needed;
b. maintain and continuously review and update the records of processing activities as required under the Regulation;
c. report as and when required violations of the measures securing the Personal Data, if any, to the Office for Personal Data Protection and shall cooperate with the said Office in the required extent;
d. inform each other about the circumstances relevant to the performance of the subject of the Agreement;
e. treat as confidential both those Personal Data and measures securing the Personal Data the disclosure of which would compromise the measures, including after termination of the Agreement;
f. act in agreement with other requirements resulting from the Regulation and Act, in particular, they shall comply with the general principles governing the processing of personal data, with their obligations to inform, they shall not disclose Personal Data to third persons not holding the required authorization(s), and shall respect the rights of the data subjects and provide the necessary collaboration.

IX Final Provisions

The Parties shall provide collaboration to each other in the performance of a Contract or the Agreement.
Unless set out otherwise, all written communication and notices associated with a Contract and the Agreement will be delivered to the Parties’ addresses (postal or e-mail) specified in a Contract and if no such addresses are specified, then to their addresses registered in the commercial, trade or other similar register. If delivery of a written communication fails and/or if the addressee does not explicitly confirm its receipt, then such written communication is deemed delivered on the date immediately following after its posting.
The Parties have agreed in line with the provisions of Section 263, in association with Section 373 of Act No. 513/1991 Coll. that Contractor’s liability for damage, if any, shall not be objective and will depend on an act of fault. The Parties have further agreed that Contractor’s liability for damage occurring in association with performance of a Contract, if any, shall be limited to EUR 30,000.
Disputes resulting from, or related to a Contract, if any, will be resolved amicably in the first place. Disputes between the Parties not resolved amicably will be submitted to arbitration by single ad hoc arbitrator to be selected by the complaining Party from the list of Advocates or settled European Advocates maintained by the Slovak Bar Association. Arbitrator’s fee will be payable upon filing the action and corresponds to 4% of the value of the dispute, or to at least EUR 200 (two hundred euros), if the so appointed arbitrator accepts the appointment under such terms and conditions. Proceedings may only be conducted in the written form. If oral hearing is ordered, the proceedings will be held at the arbitrator’s office. Parties agree to deliveries of communication only to their e-mail addresses, deliveries to an electronic mail box is not permissible. Delivery by displaying a communication on the official bulletin board of the competent general court will not be applicable. The successful party to the dispute has the right to be compensated for the costs of the proceedings, including the costs of legal representation.
The contents of a Contract may be modified/changed/amended only under an agreement between the Parties.
Contractor reserves the right to amend the present General Terms of Business by publishing their updated version on its website. Contractor will notify the anticipated amendment to the General Terms of Business to those Customers with whom he has a Contract for indefinite period in place, and will do so at least fourteen (14) days before publishing such amended text. Customer is responsible for regular monitoring for such notifications and the subsequent changes. If the Customer still continues performing of a Contract concluded for indefinite period after the publishing of any such changes, it will be understood that the Customer has accepted the changes. If otherwise, the Customer has the right to terminate a Contract by serving a termination notice. The length of the notice period is defined by the effective date of the Contractor’s new conditions, save for cases where a change concerns the Contractor’s identification or contact information.
These General Terms of Business are executed in English and Slovak version. In case of any doubt or discrepancy between the language versions of these General Terms of Business the Slovak version (available here: endrius.com/vop) shall apply.
The present General Terms of Business become effective on 23.09.2020.

endrius s.r.o.

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