Algemene voorwaarden

GENERAL TERMS AND CONDITIONS NACHTLAB AGENCY B.V.

Dacostastraat 35,
1053 ZA Amsterdam
The Netherlands
Chamber of Commerce (KvK) 56705948
VAT NL852275821B01

Filed with the Chamber of Commerce in Amsterdam. Version: September 2026. English text leading.

Part A) Provisions applying to Clients

Article 1) Definitions

In these General Terms and Conditions, the following terms have the meanings set out below. Terms defined in the singular include the plural and vice versa.

1.1 Nachtlab — Nachtlab Agency B.V., registered in Amsterdam, together with any entity affiliated with it that invokes these General Terms and Conditions, and any person engaged by it in the performance of an Agreement.

1.2 Client — the party that enters into an Agreement with Nachtlab, that requests a Proposal from Nachtlab, or that negotiates with Nachtlab with a view to doing so. Where the Client acts through a representative, agency or intermediary, the Client remains fully responsible for that party’s acts and omissions.

1.3 Agreement — the agreement between Nachtlab and the Client, consisting of the signed statement of work, order confirmation or Proposal accepted by the Client, together with any annexes, budgets, schedules, change orders and these General Terms and Conditions.

1.4 Proposal — any quotation, offer, budget, pitch document, concept presentation, treatment or estimate issued by Nachtlab, in whatever form.

1.5 Project — the whole of the activities to be performed by Nachtlab under an Agreement, including any event, installation, production, brand programme, design assignment or curation assignment.

1.6 Deliverables — the results that Nachtlab is expressly required to deliver to the Client under the Agreement, in their final approved form.

1.7 Underlying Materials — everything created, compiled, acquired or used by or on behalf of Nachtlab in the course of arriving at the Deliverables, whether or not delivered to the Client, including but not limited to concepts, routes not taken, sketches, mood boards, treatments, scripts, models and prototypes, layered and source files, working drawings, technical drawings, 3D and CAD files, renders, calculations, production schedules, supplier lists, methodologies, tools, templates, formats and know-how.

1.8 Creations — the Deliverables and the Underlying Materials together.

1.9 Client Materials — all materials, data, brand assets, trade marks, artwork, texts, images, footage, music, specifications and information made available to Nachtlab by or on behalf of the Client.

1.10 Third-Party Commitments — all obligations entered by Nachtlab with third parties for the purpose of a Project, including with venues, suppliers, contractors, freelancers, performers, artists, production crew, rental companies, licensors, insurers and permitting authorities.

1.11 In writing — includes email and other electronic means of communication capable of being retained, unless the Agreement or mandatory law requires a further formality.

Article 2) Applicability

2.1 These General Terms and Conditions apply to every Proposal and Agreement, and to all activities performed by Nachtlab, whether Nachtlab acts as supplier or as purchaser, and whether or not the Agreement is preceded by a separate written contract.

2.2 The applicability of any general terms, purchase conditions or procurement conditions of the Client is expressly rejected. Where the Client has referred to its own conditions, the parties record that only these General Terms and Conditions apply, unless Nachtlab has accepted the Client’s conditions expressly and in writing, in whole or in part, for the Agreement concerned.

2.3 Departures from and additions to these General Terms and Conditions are valid only if confirmed by Nachtlab in writing and apply only to the Agreement for which they were confirmed.

2.4 Where the Agreement and these General Terms and Conditions conflict, the Agreement prevails. Where an annex and the Agreement conflict, the Agreement prevails, unless the annex expressly states otherwise.

2.5 If any provision of these General Terms and Conditions is or becomes invalid, void or unenforceable, the remaining provisions remain in full force. The parties will replace the affected provision with a valid provision that approximates its purpose and commercial effect as closely as possible.

2.6 Nachtlab may amend these General Terms and Conditions. Amendments apply to Proposals issued and Agreements concluded after the Client has been notified of them. Amendments apply to an Agreement already in force only if the Client has agreed to them in writing, save where the amendment is necessary to comply with a change in mandatory law.

2.7 These General Terms and Conditions also apply for the benefit of Nachtlab’s directors, employees, freelancers and any third party engaged by Nachtlab, each of whom may invoke them directly against the Client as an irrevocable third-party stipulation.

Article 3) Proposals and Formation of the Agreement

3.1 All Proposals are without obligation and remain valid for 30 days from their date, unless stated otherwise. A Proposal lapses automatically after that period.

3.2 An Agreement is formed only when the Client has accepted a Proposal in writing, when Nachtlab has confirmed the assignment in writing, or when Nachtlab has commenced performance at the Client’s request. Verbal instructions to proceed bind the Client but do not bind Nachtlab until confirmed by Nachtlab in writing.

3.3 Nachtlab may break off negotiations at any time before an Agreement is formed. In that event the Client cannot require Nachtlab to continue negotiating, nor claim any compensation for costs, loss of opportunity or damage of any kind.

3.4 Manifest errors, miscalculations and obvious mistakes in a Proposal do not bind Nachtlab.

3.5 A Proposal is based on the information supplied by the Client and on the circumstances known at the time of issue, including venue, dates, capacity, permit position and supplier pricing. If any of these change materially, Nachtlab is entitled to revise the Proposal.

3.6 A composite Proposal does not oblige Nachtlab to perform part of it for a proportionate part of the fee. Prices quoted for one assignment do not apply automatically to any future assignment.

Article 4) Pitches and Speculative Work

4.1 Where the Client invites Nachtlab to take part in a pitch, tender or competitive process, the concepts, presentations and materials submitted by Nachtlab remain the exclusive property of Nachtlab and are provided solely for the purpose of assessing Nachtlab’s suitability.

4.2 The Client may not use, apply, disclose, or have executed by itself or by a third party, in whole or in part, any concept, idea, design or approach submitted by Nachtlab in a pitch, unless an Agreement is concluded with Nachtlab in respect of it, or unless the Client has acquired the right to do so against payment of a fee agreed in writing.

4.3 If the Client acts contrary to Article 4.2, the Client owes Nachtlab an immediately payable sum equal to the fee quoted in the Proposal, with a minimum of €15,000, without prejudice to Nachtlab’s right to claim full compensation instead and to require the use to cease.

4.4 Any pitch fee agreed constitutes compensation for Nachtlab’s participation only. It does not transfer any right of use in the material submitted.

Article 5) Fees, Budgets and Adjustment of Price

5.1 All amounts are stated in euros and are exclusive of VAT, other levies and duties, unless expressly stated otherwise.

5.2 Unless expressly agreed as a fixed fee, all amounts, budgets and estimates are indicative and are based on the information available at the time of quotation.

5.3 Amounts do not include, unless expressly stated: travel, accommodation and subsistence costs; freight, customs and import charges; permit and licensing fees; music, image and other rights clearance; insurance premiums; security, medical and safety requirements imposed by an authority or venue; on-site power, water and waste provision; and any costs arising from requirements imposed by the venue or by an authority after the date of the Proposal.

5.4 Nachtlab is entitled to pass on to the Client any increase in cost-determining factors that arises after the Agreement is formed, including increases in the rates of suppliers, contractors, freelancers and venues, currency fluctuation, statutory wage or levy increases, and increases in energy, freight or material costs. Nachtlab will notify the Client of any such increase as soon as it is known.

5.5 Where an assignment is performed on a time-and-materials basis, Nachtlab’s rates in force at the time of performance apply. Nachtlab may adjust its hourly and daily rates once per calendar year with effect from 1 January and will notify the Client at least one month in advance.

5.6 In cross-border Projects the Client bears all costs of currency conversion, international payment charges, and any withholding tax. All amounts payable to Nachtlab are net amounts; if the Client is required by law to withhold any amount, the Client will gross up the payment so that Nachtlab receives the full amount invoiced.

Article 6) Changes to Scope

6.1 Either party may propose a change to the agreed scope, specifications, schedule or budget. A change takes effect only once recorded in writing in a change order, stating its effect on the fee and the schedule.

6.2 Nachtlab is not obliged to accept a proposed change and may refuse it if it cannot reasonably be accommodated within the Project’s schedule, resources, technical requirements or safety requirements.

6.3 If, in Nachtlab’s reasonable opinion, proper performance requires the agreed activities to be changed or supplemented, Nachtlab will consult the Client. Where a fixed fee was agreed, additional work exceeding 10% of that fee requires the Client’s written approval; below that threshold Nachtlab may carry out the additional work and charge it on a proportionate basis, together with the associated costs.

6.4 Where the Client requests a change, or where a change is necessary because the Client has supplied incorrect, incomplete or late information, all resulting additional work and costs are for the Client’s account, including any Third-Party Commitments that can no longer be cancelled without cost.

6.5 A change to the schedule requested by the Client does not release the Client from any payment obligation that has already fallen due.

Article 7) Payment

7.1 Unless otherwise agreed in writing, Nachtlab invoices as follows: 40% on signature of the Agreement, 40% at the agreed production milestone, and 20% on delivery. Nachtlab is not obliged to commence or continue performance before the first instalment has been received.

7.2 Invoices are payable within 14 days of the invoice date, without set-off, deduction, discount or suspension on any ground whatsoever. Where the Agreement provides for payment before a fixed event date, payment must in any case be received in full before that date.

7.3 Third-Party Commitments may be invoiced by Nachtlab in advance, and payment may be required before Nachtlab is obliged to enter them. Nachtlab is not obliged to pre-finance any Third-Party Commitment.

7.4 If payment is not made within the applicable period, the Client is in default without any notice of default being required. From that moment the Client owes interest at the statutory commercial interest rate under article 6:119a of the Dutch Civil Code, or 1.5% per month if higher, calculated on the outstanding amount until payment in full, with part of a month counting as a full month.

7.5 All costs of collection, both judicial and extrajudicial, are for the Client’s account. Extrajudicial collection costs are set at 15% of the outstanding amount, with a minimum of € 250, without prejudice to Nachtlab’s right to claim the actual costs incurred if these are higher.

7.6 Payments received are applied first to costs, then to interest, then to the oldest outstanding invoice, irrespective of any contrary designation by the Client.

7.7 Nachtlab may at any time require security for the performance of the Client’s payment obligations, including a bank guarantee, deposit or advance payment. Pending the provision of such security, Nachtlab may suspend performance.

7.8 All amounts owed by the Client become immediately due and payable in full if the Client is declared bankrupt or applies for a suspension of payments, if any of its assets are attached, if it is placed under administration, if its business is discontinued, liquidated or wound up, if control over it changes, or if it is in default in respect of any payment.

7.9 An objection to an invoice must be notified to Nachtlab in writing, with reasons, within 14 days of the invoice date. After that period the invoice is deemed to have been accepted. An objection does not suspend the payment obligation.

Article 8) Performance and Cooperation of the Client

8.1 Nachtlab performs the Agreement to the best of its ability, as a diligent professional. Unless expressly agreed otherwise in writing, all Nachtlab’s obligations are obligations of best efforts and not obligations of result. Nachtlab does not warrant that any commercial, promotional, attendance or reputational objective will be achieved.

8.2 Nachtlab determines the manner in which the Agreement is performed and by which persons, taking due account of the Client’s reasonable wishes. Nachtlab may replace personnel, provided the quality and continuity of performance are not adversely affected.

8.3 The Client will provide Nachtlab, in good time, free of charge and in the specifications indicated by Nachtlab, with all Client Materials, decisions, approvals, access and cooperation reasonably required for performance. The Client warrants that all information it supplies is complete and correct.

8.4 The Client will designate a single contact person with authority to give instructions, grant approvals and commit the Client. Nachtlab may rely on the authority of that person.

8.5 Where the Client fails to provide the required cooperation, information or approvals in good time, Nachtlab may suspend performance, and any resulting delay, additional work, standby time, demobilisation and remobilisation costs, and irrecoverable Third-Party Commitments, are for the Client’s account.

8.6 Where a Project takes place at a location not controlled by Nachtlab, the Client is responsible for ensuring that Nachtlab and its personnel and suppliers have timely and unobstructed access, that the location is fit for the agreed use, and that the necessary facilities, load-bearing capacity, power supply and access routes are available as specified.

8.7 Unless expressly agreed as part of Nachtlab’s scope, the Client is responsible for obtaining and maintaining all permits, licences, exemptions and clearances required for a Project, including music and image rights clearance, and for compliance with all applicable safety, crowd management, environmental and public-order requirements. Where Nachtlab assists in obtaining a permit, it does so on a best-efforts basis and does not warrant that a permit will be granted.

Article 9) Third Parties and Suppliers

9.1 Nachtlab is entitled to engage third parties in the performance of the Agreement. Nachtlab contracts with such third parties in its own name unless expressly agreed otherwise.

9.2 Where Nachtlab enters a Third-Party Commitment expressly on the Client’s instruction or on the Client’s behalf, the Client indemnifies Nachtlab against all obligations arising from it.

9.3 Where the Client instructs Nachtlab to engage a specific third party, or itself engages a third party who is to work alongside Nachtlab, Nachtlab is not liable for the acts, omissions, delay or default of that third party, and the Client bears the consequences.

9.4 Nachtlab may accept any limitation of liability stipulated by a third party it engages on behalf of the Client as well as itself.

9.5 Part B of these General Terms and Conditions contains further terms governing Nachtlab’s relationship with the suppliers, contractors and freelancers it engages.

Article 10) Timelines and Delivery

10.1 Dates and periods stated by Nachtlab are indicative and are not strict deadlines (fatale termijnen), unless expressly designated as such in writing.

10.2 A fixed event date, opening date or show date agreed in writing is binding on both parties. All other milestones remain indicative.

10.3 Where Nachtlab is late in performance, the Client must give Nachtlab written notice of default allowing a reasonable period for performance before any right to dissolve the Agreement or claim damages arises.

10.4 Nachtlab may deliver in parts and invoice each part separately.

Article 11) Approval and Complaints

11.1 The Client will assess and respond to material submitted for approval within 5 working days. Failing a response within that period, the material is deemed approved.

11.2 Once the Client has approved a Deliverable, design, layout, model, prototype or production drawing, Nachtlab is discharged from liability in respect of any error, defect or inaccuracy contained in it that the Client could reasonably have identified.

11.3 Complaints concerning goods or services delivered must be notified to Nachtlab in writing, with reasons, as soon as possible and in any event within 8 days of delivery, or — in the case of a defect not reasonably discoverable at delivery — within 8 days of discovery and in any event within 3 months of delivery. Failing timely notification, the delivery is deemed accepted.

11.4 A complaint does not suspend the Client’s payment obligations.

11.5 Where a complaint is well founded, Nachtlab will at its discretion remedy the defect, redeliver, or credit a proportionate part of the fee. This constitutes the Client’s sole remedy, without prejudice to Article 18.

11.6 Minor deviations in colour, material, dimension, finish or specification that are customary in the trade, or that arise from the technical limitations of a production or reproduction process, do not constitute a defect.

Article 12) Confidentiality

12.1 Each party will keep confidential all information of a confidential nature received from the other party, will not disclose it to third parties, and will use it solely for the purpose for which it was provided. Information is confidential if it is designated as such or if its confidential nature is reasonably apparent.

12.2 Confidential information includes in any event: business and financial information, customer and supplier data, commercial figures, rates and margins, Proposals and budgets, unreleased concepts and creative material, and the existence and contents of the Agreement.

12.3 The obligation does not apply to information that is or becomes public other than through breach, that a party already lawfully held, or that a party is required to disclose by law, regulation or court order — in which case it will inform the other party in advance where lawfully permitted.

12.4 Each party may share confidential information with its personnel, professional advisers and engaged third parties on a need-to-know basis, provided they are bound by equivalent obligations.

12.5 This Article survives termination of the Agreement for a period of five years, and indefinitely in respect of information that constitutes a trade secret.

12.6 This Article does not restrict Nachtlab’s rights under Article 15.

Article 13) Intellectual Property

13.1 Unless expressly agreed otherwise in writing, all intellectual and industrial property rights and all exclusive rights of use in the Creations vest in and remain with Nachtlab. This applies irrespective of whether the Client has paid for the work, and irrespective of the Client’s involvement in briefing, direction or approval.

13.2 The rights referred to in Article 13.1 include copyright, design rights, database rights, trade mark rights, trade name rights, domain name and social media account rights, rights in know-how and trade secrets, and all rights in works of any kind and in any medium, including texts, films, video, photography, sound, logos, corporate identity and identity elements, branding, concepts, formats, designs, installations, scale models, prototypes, presentations, software, performances and databases.

13.3 To the extent that any such right does not vest in Nachtlab by operation of law, the Client hereby transfers it to Nachtlab in advance, unencumbered and unreservedly, worldwide and for the full duration of the right, which transfer Nachtlab accepts. The Agreement together with these General Terms and Conditions constitutes the deed of transfer for this purpose. Where a further act is required for a valid transfer, registration, deposit or application, the Client will cooperate at Nachtlab’s first request and free of charge.

13.4 Licence. Subject to the Client having performed all its obligations towards Nachtlab, including payment in full, Nachtlab grants the Client a licence to use the Deliverables. Unless expressly agreed otherwise in writing, that licence is:

(a) non-exclusive;

(b) non-transferable and non-sublicensable, other than to entities within the Client’s group;

(c) limited to the purpose, media, territory and period specified in the Agreement, and where no such specification is made, to the purpose for which the Deliverables were manifestly created;

(d) granted in respect of the Deliverables only, and not in respect of the Underlying Materials.

13.5 Buy-out. The parties may agree in writing, whether at the outset or later, that specific Deliverables are transferred to the Client, or that the licence is granted on an exclusive, perpetual, worldwide or otherwise extended basis. Any such transfer or extension applies only to the Deliverables expressly designated, takes effect only upon payment in full of the separately agreed buy-out fee, and does not extend to the Underlying Materials, to Nachtlab’s methodologies, tools, templates and know-how, or to any third-party material licensed to the Client on the terms of that third party.

13.6 The Client may not modify, adapt, rework, translate, reverse engineer or have executed by a third party any Creation, in whole or in part, without Nachtlab’s prior written consent. The Client may not use any Creation, or any part of it, in a manner or context that is reasonably capable of damaging Nachtlab’s reputation.

13.7 Nachtlab may suspend or withdraw the licence, in whole or in part and with immediate effect, if the Client fails to perform any obligation towards Nachtlab, without any obligation to compensate the Client or any third party. The licence revives once the failure has been remedied in full.

13.8 Nachtlab’s moral rights are reserved. The Client will ensure that Nachtlab is credited on or in the immediate vicinity of the Creations, and in all promotional material featuring them, including aftermovies, case films, press material and award submissions, in a form to be agreed between the parties.

13.9 The Client warrants that the Client Materials, and their use in the manner contemplated by the Agreement, do not infringe any third-party right and are not otherwise unlawful. The Client indemnifies Nachtlab against all claims, costs and damage arising from any breach of this warranty. Nachtlab is under no obligation to investigate whether any third-party right attaches to Client Materials.

13.10 Where Nachtlab delivers third-party material, or material licensed from a third party, use of it is subject to that third party’s terms, which the Client undertakes to observe. Nachtlab does not warrant the continued availability of any such licence beyond its agreed term.

13.11 Nachtlab is not obliged to hand over, and the Client acquires no right to receive, any Underlying Material, including source files, layered files, working drawings and technical drawings, unless expressly agreed in writing against a separately agreed fee.

13.12 Nachtlab is entitled to retain a copy of all Creations for its own archive, portfolio and reference purposes.

Article 14) Data Protection

14.1 Each party will comply with applicable data protection law, including the General Data Protection Regulation, in respect of any personal data processed in connection with the Agreement.

14.2 Where Nachtlab processes personal data on the Client’s instructions and on the Client’s behalf — for example guest lists, registrations, ticketing data or accreditation data — Nachtlab acts as processor and the Client as controller. In that case the parties will conclude a data processing agreement before processing commences; where they have not done so, the standard data processing agreement of Nachtlab applies.

14.3 Where Nachtlab determines the purposes and means of a processing operation, including in respect of its own personnel, suppliers and contact data, Nachtlab acts as an independent controller.

14.4 The Client warrants that it has a valid legal basis for the provision of any personal data to Nachtlab, and that any required information has been given to the data subjects concerned. The Client indemnifies Nachtlab against all claims of data subjects and supervisory authorities arising from a breach of this warranty.

14.5 Nachtlab will implement appropriate technical and organisational measures and will notify the Client without undue delay of any personal data breach affecting the Client’s personal data.

Article 15) Publicity and Portfolio Rights

15.1 Nachtlab is entitled to use the Client’s name, logo, the nature of the assignment and images of the Creations for its own communication, promotion, portfolio, website, social media, press relations and award submissions, and to state to third parties that it works or has worked for the Client.

15.2 The Client will provide Nachtlab, at first request and free of charge, with photographic and audiovisual material of the Creations, and will procure that Nachtlab and its photographers and crew have access to the location for the purpose of documenting the Project.

15.3 Nachtlab will observe any embargo period agreed in writing, and will not disclose commercially sensitive information such as budgets, rates or results. Where the Client has a legitimate interest in doing so, it may require Nachtlab to submit specific publications for approval in advance, which approval will not be unreasonably withheld or delayed.

15.4 The Client’s obligations under this Article survive termination of the Agreement.

Article 16) Retention of Title and Retention of Rights

16.1 All items delivered or to be delivered by Nachtlab remain Nachtlab’s exclusive property until all claims Nachtlab has or will have against the Client — including claims for interest and for judicial and extrajudicial costs within the meaning of article 3:92(2) of the Dutch Civil Code — have been paid in full.

16.2 For as long as title has not passed, the Client may not pledge, encumber or grant any right in respect of the items to a third party, other than within the ordinary course of its business. The Client will store the items with due care, mark them as Nachtlab’s property, insure them against all risks for their invoice value, and provide Nachtlab at first request with the identity of the insurer and a copy of the policy.

16.3 The Client will notify Nachtlab immediately if a third party attaches, or asserts any right in respect of, items delivered subject to retention of title.

16.4 Nachtlab may repossess items delivered subject to retention of title if the Client is in default of its payment obligations or if Nachtlab has reasonable grounds to fear that it will be. The Client grants Nachtlab irrevocable access to its premises for the purpose of inspecting and repossessing such items.

16.5 Nachtlab may withhold any Deliverable, Underlying Material, file or item, or the release of any licence, until the Client has performed all of its obligations in full. Nachtlab is entitled to exercise a right of retention over all items of the Client held by it.

16.6 This Article leaves all other rights accruing to Nachtlab unaffected.

Article 17) Insurance

17.1 Nachtlab maintains professional and general liability insurance appropriate to its activities and will provide evidence of cover at the Client’s reasonable request.

17.2 The Client is responsible for insuring the Project against event cancellation, abandonment, adverse weather, non-appearance and property damage, unless such insurance is expressly included in Nachtlab’s scope. Nachtlab will advise on required cover where asked but does not act as an insurance intermediary and gives no advice on the adequacy of any policy.

17.3 The Client will ensure that its own liability insurance covers the presence and activities of Nachtlab, its personnel and its suppliers at any location controlled by the Client.

Article 18) Liability

18.1 Nachtlab’s liability is limited to what is set out in this Article, save in the case of intent or deliberate recklessness on the part of Nachtlab’s management.

18.2 Nachtlab is liable only for direct damage resulting from an attributable failure in the performance of the Agreement, and only after it has been given written notice of default and a reasonable period to remedy and has failed to do so.

18.3 Nachtlab is not liable for indirect or consequential loss of any kind, including loss of profit, loss of savings, loss of turnover, loss of goodwill or reputation, loss of data, loss of opportunity, wasted expenditure, third-party claims, or damage arising from business interruption, cancellation or postponement.

18.4 Nachtlab’s total liability in respect of any Agreement is limited to the amount actually paid out under Nachtlab’s liability insurance in the relevant case, increased by the applicable deductible. If no payment is made under that insurance, Nachtlab’s total liability is limited to the fees invoiced by Nachtlab under that Agreement in the twelve months preceding the event giving rise to the damage, excluding VAT and excluding amounts passed through in respect of Third-Party Commitments, up to a maximum of € 15,000. A series of connected events counts as a single event.

18.5 If the limitation in Article 18.4 is held to be inapplicable or is set aside in whole or in part, Nachtlab’s total liability is in any event limited to the fees invoiced by Nachtlab under the Agreement concerned, excluding VAT and excluding amounts passed through in respect of Third-Party Commitments; and if that limitation is also held inapplicable, to the amount paid out under Nachtlab’s liability insurance in the relevant case.

18.6 Nachtlab is not liable for damage arising from: incorrect, incomplete or late information supplied by or on behalf of the Client; Client Materials; instructions or approvals given by the Client; the acts or omissions of third parties engaged by or designated by the Client; the refusal, withdrawal or restriction of a permit; the unavailability or unsuitability of a venue; the non-appearance, illness or default of a performer, artist or speaker; or the conduct of visitors or attendees.

18.7 Nachtlab is not liable for damage to or loss of private property of the Client, its personnel, its guests or attendees.

18.8 Any claim against Nachtlab lapses if it is not brought before the competent court within twelve months of the date on which the Client became aware, or could reasonably have become aware, of the damage, and in any event within two years of the date of the event giving rise to it.

18.9 The Client indemnifies Nachtlab, its personnel and the third parties it engages against all third-party claims connected with the Agreement, except to the extent that such claims result from Nachtlab’s own intent or deliberate recklessness. The Client will not hold liable in person any employee of Nachtlab, any third party engaged by Nachtlab, or any employee of such third party.

18.10 The Client and its personnel and guests will observe the safety instructions given by or on behalf of Nachtlab and by the venue. Where such instructions are not observed, all consequences are for the Client’s account.

Article 19) Force Majeure

19.1 Force majeure means any circumstance beyond Nachtlab’s direct control, and any circumstance it could not reasonably have foreseen, which temporarily or permanently impedes performance.

19.2 Force majeure includes in any event: government measures, restrictions and prohibitions; the refusal, withdrawal, delay or restriction of a permit or licence other than through Nachtlab’s fault; war, threat of war, terrorism, riot, civil unrest and mobilisation; epidemic and pandemic, and public health measures; strike, industrial action and staff shortage; fire, flood, extreme or adverse weather, and natural disaster; power, water, network, telecommunications or IT failure; cyber attack; transport disruption, border closure and shortage of transport capacity; the unavailability, closure, damage or destruction of a venue; the default, insolvency, delay or non-appearance of any third party engaged by Nachtlab, including performers and suppliers; and shortage or price shock in materials or energy.

19.3 During force majeure Nachtlab’s obligations are suspended. If the situation persists for more than 60 days, either party may dissolve the Agreement in writing, without any obligation to compensate the other.

19.4 In the event of force majeure the Client remains liable for all Third-Party Commitments already entered and for all costs already incurred by Nachtlab, together with a proportionate part of the fee for the work already performed. Nachtlab will use reasonable efforts to limit and to recover such costs.

19.5 The parties will first consider whether the Project can be postponed or performed in an amended form before dissolution is invoked.

Article 20) Suspension, Termination and Cancellation

20.1 Nachtlab may suspend performance of all of its obligations, or terminate the Agreement in whole or in part with immediate effect and without notice of default, judicial intervention or any obligation to pay compensation, if: the Client fails to perform any obligation towards Nachtlab; the Client’s creditworthiness gives reasonable grounds for concern; the Client is declared bankrupt, applies for or is granted a suspension of payments, becomes subject to the Dutch Natural Persons Debt Rescheduling Act, has assets attached, is placed under administration, or its business is discontinued, liquidated or wound up; or control over the Client changes. All of Nachtlab’s claims become immediately due and payable in such an event.

20.2 Where the Agreement is a continuing performance contract concluded for an indefinite period, either party may terminate it in writing observing a notice period of two months, which the parties consider reasonable in advance.

20.3 The Client must notify Nachtlab of any cancellation or postponement immediately and in writing.

20.4 Cancellation by the Client. On cancellation of an Agreement the Client owes Nachtlab, in addition to all costs already incurred, all Third-Party Commitments that can no longer be cancelled free of charge, and any other fees set out in the Agreement, a percentage of the agreed fee determined by reference to the number of days between the date of cancellation and the agreed date of completion or the agreed event date:

20.5 Postponement requested by the Client counts as cancellation for the purposes of Article 20.4, unless a new date within 6 months is agreed in writing within 14 days of the request and Nachtlab has capacity to perform on that date. In that event Nachtlab may charge the reasonable costs of postponement, including all irrecoverable Third-Party Commitments.

20.6 Nachtlab is not obliged to credit or refund any amount already invoiced in respect of work performed or Third-Party Commitments entered.

20.7 On termination for any reason, all rights of use granted to the Client under Article 13 lapse with immediate effect unless the Client has paid in full, and the Client will cease all use of the Creations.

20.8 Articles 12, 13, 14, 15, 18 and 23, and any other provision intended by its nature to survive, remain in force after termination.

Article 21) Non-Solicitation

21.1 During the Agreement and for twelve months after its termination, the Client will not, without Nachtlab’s prior written consent, employ or engage — directly or indirectly, whether as employee, contractor, consultant or otherwise — any person who was employed or engaged by Nachtlab and who was involved in the Project, nor induce such a person to end their relationship with Nachtlab.

21.2 For each breach of Article 21.1 the Client forfeits to Nachtlab an immediately payable penalty of € 15,000, without prejudice to Nachtlab’s right to claim full compensation instead.

21.3 Article 21.1 does not apply where the person concerned responded to a public recruitment advertisement not directed at Nachtlab’s personnel.

Article 22) Compliance

22.1 Each party will comply with all applicable laws in the performance of the Agreement, including anti-bribery, anti-money-laundering, sanctions, export control and competition law.

22.2 Neither party will offer, promise, give, request or accept any improper advantage in connection with the Agreement.

22.3 The Client warrants that neither it nor any of its beneficial owners is subject to any applicable sanctions regime and will notify Nachtlab immediately if that ceases to be the case. Nachtlab may terminate the Agreement with immediate effect, without compensation, if performance would expose it to a breach of sanctions law.

Article 23) Miscellaneous

23.1 The Client may not assign or transfer the Agreement, or any right or obligation under it, without Nachtlab’s prior written consent. Nachtlab may assign the Agreement to a group company or to an acquirer of its business and will notify the Client.

23.2 The Agreement, its annexes and these General Terms and Conditions constitute the entire agreement between the parties and supersede all prior arrangements, representations and correspondence on the subject.

23.3 The failure of either party to enforce any provision at any time does not constitute a waiver of the right to enforce it subsequently.

23.4 Notices must be sent to the addresses stated in the Agreement, or by email to the contact persons designated in it. Notices required to be given by registered letter must be given by registered letter or by internationally recognised courier with proof of delivery.

23.5 Nachtlab’s records and administration constitute conclusive evidence of the work performed and the amounts owed, subject to proof to the contrary.

23.6 Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship between the parties.

Article 24) Language, Governing Law and Disputes

24.1 These General Terms and Conditions have been drawn up in English. Where a translation into another language is provided, it is provided for convenience only, and the English text prevails at all times in matters of interpretation.

24.2 Where uncertainty exists as to the interpretation of a provision, it is to be interpreted in accordance with its evident purpose and the commercial intention of the parties.

24.3 The Agreement and these General Terms and Conditions are governed exclusively by Dutch law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention) is expressly excluded.

24.4 All disputes will be submitted in the first instance exclusively to the competent court in Amsterdam, The Netherlands, without prejudice to Nachtlab’s right to submit a dispute to arbitration, a disputes committee or binding advice, and without prejudice to Nachtlab’s right to bring proceedings before the court of the Client’s domicile.

24.5 Before commencing proceedings the parties will use reasonable efforts to resolve the dispute through consultation at senior level.

Part B) Supplementary provisions for Suppliers, Contractors and Freelancers

The following Articles apply where Nachtlab is the purchasing party. They apply in addition to Part A, which applies mutatis mutandis with the roles reversed. Where Part A and Part B conflict, Part B prevails.

Article 61) Definitions and Scope

61.1 Supplier — any party that supplies goods, services or works to Nachtlab, including freelancers, contractors, subcontractors, production crew, technical suppliers, rental companies, designers, makers, performers and artists.

61.2 Order — the written purchase order, engagement confirmation or contract for services issued by Nachtlab.

61.3 The Supplier’s own general terms and conditions do not apply and are expressly rejected, even where Nachtlab has signed a document referring to them.

61.4 An Order binds Nachtlab only if issued in writing by an authorised representative of Nachtlab. Work performed without a written Order is performed at the Supplier’s own risk and expense.

Article 62) Performance, Rates and Invoicing

62.1 The Supplier will perform the Order with due skill and care, in accordance with the specifications, schedule and safety requirements notified by Nachtlab, and in accordance with the standards of its profession.

62.2 Rates agreed are fixed for the duration of the Order and include all travel, subsistence, equipment, insurance and overhead costs unless expressly stated otherwise. No additional work will be paid for unless approved in advance in writing by Nachtlab.

62.3 Invoices must reference the Order number and must be submitted within 30 days of completion of the work. Invoices submitted later than three months after completion need not be paid.

62.4 Nachtlab pays undisputed invoices within 60 days of receipt of a correct invoice.

62.5 Nachtlab may set off any amount owed to the Supplier against any amount the Supplier owes to Nachtlab or to a Nachtlab group company.

Article 63) Status, Employment and Chain Liability

63.1 The Supplier performs the Order independently and at its own risk. Where the Supplier is a natural person, the parties expressly do not intend to create an employment contract or a fictitious employment relationship within the meaning of Dutch social security and wage tax legislation. The Supplier determines its own working method and hours, subject only to the requirements inherent in the Project, the schedule and applicable safety rules.

63.2 The Supplier warrants that it is duly registered, holds all required registrations, permits and qualifications, and complies in full with its obligations in respect of wage tax, social security contributions and VAT.

63.3 The Supplier indemnifies Nachtlab against all claims, additional assessments, penalties and costs imposed on Nachtlab in connection with wage tax, social security contributions, minimum wage legislation, the Dutch Posted Workers in the European Union (Working Conditions) Act, or chain and hirer’s liability, arising in connection with the Supplier or its personnel.

63.4 Nachtlab may require the Supplier to supply, before commencement, a copy of its registration, a VAT number, a valid identity document for each person deployed, evidence of insurance, and where applicable a declaration of payment conduct.

63.5 Nachtlab may withhold and pay directly to the tax authorities any amount for which it may be held liable under chain or hirer’s liability legislation or require payment into a blocked (G-) account.

63.6 The Supplier may not replace personnel deployed on a Project, or subcontract any part of the Order, without Nachtlab’s prior written consent. Where consent is given, the Supplier remains fully responsible for the acts and omissions of its replacements and subcontractors and will impose these provisions on them.

Article 64) Intellectual Property, Confidentiality and Non-Circumvention

64.1 All intellectual property rights in any result created by the Supplier in the performance of an Order vest in Nachtlab. To the extent that any such right does not vest in Nachtlab by operation of law, the Supplier hereby transfers it to Nachtlab in advance, unencumbered, worldwide and for the full duration of the right, which transfer Nachtlab accepts. The Order and these provisions constitute the deed of transfer. The Supplier will cooperate free of charge in any further act required to give effect to the transfer.

64.2 To the extent permitted by law, the Supplier waives its moral rights, including the right to oppose modification of the result and the right to be named, save where a credit is agreed in writing.

64.3 The Supplier warrants that the result is original, that it is free of third-party rights, and that any pre-existing or third-party material incorporated in it has been cleared for Nachtlab’s and its client’s intended use. The Supplier indemnifies Nachtlab against all claims arising from a breach of this warranty.

64.4 Where the Supplier incorporates its own pre-existing tools, templates or components, it grants Nachtlab a perpetual, worldwide, irrevocable, royalty-free and sublicensable licence to use them as part of the result.

64.5 The Supplier will keep confidential the existence, contents and subject matter of every Order, the identity of Nachtlab’s clients, and all information it obtains in connection with a Project. The Supplier will not publish, post or otherwise disclose any image, footage or description of a Project without Nachtlab’s prior written consent, and will observe any embargo notified to it.

64.6 During the Order and for twelve months after its completion, the Supplier will not, without Nachtlab’s prior written consent, approach or contract directly with the client of the Project, or with any party introduced to it by Nachtlab, in respect of work of the same or a similar nature. For each breach the Supplier forfeits an immediately payable penalty of € 25,000, without prejudice to Nachtlab’s right to claim full compensation instead.

Article 65) Liability, Insurance and Safety of the Supplier

65.1 The Supplier is liable for all damage resulting from its failure to perform, from defects in what it supplies, and from the acts and omissions of its personnel and subcontractors. The limitations of liability in Article 18 do not apply for the benefit of the Supplier.

65.2 The Supplier will maintain adequate general and professional liability insurance and, where applicable, employer’s and vehicle insurance, and will provide evidence of cover at first request.

65.3 The Supplier warrants that all goods, materials, structures, rigging and equipment it supplies are sound, fit for purpose, certified where required, and compliant with all applicable safety, health, fire and environmental requirements, and that valid certification is available on site.

65.4 The Supplier and its personnel will observe all safety instructions given by Nachtlab, the venue and the competent authorities, and all applicable working conditions legislation. Nachtlab may remove from a site any person who fails to do so, at the Supplier’s expense.

65.5 Nachtlab may terminate an Order with immediate effect, without compensation, if the Supplier fails to perform, if safety is compromised, or if the underlying client agreement is cancelled or terminated. In the event of termination through no fault of the Supplier, the Supplier is entitled to payment for work properly performed up to that date and to any costs it cannot reasonably avoid, but to no further compensation.

Version September 2026. These General Terms and Conditions are filed with the Chamber of Commerce in Amsterdam under number 56705948 and are supplied with every Proposal and Agreement.

NACHTLAB AGENCY B.V. · Dacostastraat 35 · 1053 ZA Amsterdam · The Netherlands · +31 6 29 45 33 33 · sylvester@nachtlabagency.com · KvK 56705948 · VAT NL852275821B01 · Rabobank Amsterdam · IBAN NL52RABO0335049729 · BIC RABONL2U