Filmchief Terms of Service

1. About Filmchief

Filmchief is provided by Filmchief B.V., a private company with limited liability incorporated under the laws of the Netherlands.

Chamber of Commerce, KvK: 98804545
VAT: NL868650523B01
Contact: legal@filmchief.com
Website: https://filmchief.com

In these Terms, Filmchief B.V. is referred to as “Filmchief”, “we”, “us”, or “our”.

2. Definitions

In these Terms, the following words have the meanings set out below.

Accepted Quote means a Quote accepted by Customer, whether by signature, online approval, email confirmation, payment, continued use of the Service, or another method accepted by Filmchief.

Agreement means the agreement between Filmchief and Customer for use of the Service. The Agreement consists of these Terms, the applicable order form, quotation, invoice, subscription confirmation, signed service agreement, data processing agreement, and any other document expressly incorporated by written agreement.

Authorized User means a person who is given access to the Service by or on behalf of Customer, including Customer’s employees, contractors, freelancers, volunteers, jury members, press coordinators, guest coordinators, box-office staff, programmers, reviewers, administrators, or other festival staff.

Customer means the organization, company, foundation, association, public body, sole proprietor, festival, or other legal or commercial entity that subscribes to, purchases, accesses, or uses the Service.

Customer Content means all information, data, text, images, videos, files, programme information, film metadata, guest information, ticketing information, accreditation information, communications, reports, settings, and other material uploaded to, entered into, generated in, published through, or processed through the Service by Customer, its Authorized Users, End Users, or on Customer’s behalf.

Documentation means the user guides, help pages, support articles, technical documentation, written instructions, API documentation, and other materials made available by Filmchief from time to time.

DPA means the Filmchief Data Processing Agreement entered into between Filmchief and Customer.

End User means a person who interacts with Customer’s Filmchief environment without necessarily having an administrative account, including festival visitors, ticket buyers, filmmakers, submitters, guests, invitees, press, industry guests, jury members, online screening viewers, RSVP recipients, accreditation applicants, newsletter recipients, and other public or semi-public users.

Fees means the amounts payable by Customer for use of the Service, including subscription fees, licence fees, add-on fees, setup fees, custom work fees, support fees, and any other agreed charges.

Force Majeure Event means any event outside Filmchief’s reasonable control, including failures or limitations of hosting providers, payment service providers, email service providers, video hosting or streaming providers, internet service providers, telecommunications networks, DNS providers, domain registrars, cloud infrastructure, third-party APIs, banks, card networks, public internet routing, security incidents not caused by Filmchief’s wilful misconduct, denial-of-service attacks, malware, government measures, strikes, war, terrorism, civil unrest, fire, flood, natural disasters, pandemics, power outages, or other events that reasonably prevent or delay performance.

Quote means any written quotation, order form, invoice, subscription confirmation, signed service agreement, email confirmation, or other written document that specifies the commercial details of Customer’s use of the Service.

Service means the Filmchief cloud-based software platform and related services made available by Filmchief, including applicable modules, add-ons, public pages, ticket shop functionality, box office functionality, guest management, accreditation tools, online screening functionality, communication tools, reporting, APIs, and other functionality made available to Customer.

Terms means these Filmchief Terms of Service.

3. Applicability and acceptance

3.1 These Terms apply to Customer’s access to and use of the Service.

3.2 By accepting a Quote, paying an invoice, creating an account, accessing the Service, or allowing Authorized Users or End Users to access or use the Service, Customer accepts and agrees to these Terms.

3.3 Customer is responsible for ensuring that its Authorized Users comply with these Terms.

3.4 End Users are not parties to the Agreement between Filmchief and Customer. Customer is responsible for its own relationship with End Users.

3.5 If a person accepts these Terms on behalf of an organization, that person represents that they have authority to bind that organization.

3.6 The Service is intended for professional and organizational use. It is not intended for personal consumer use by Customer.

4. Versioning and changes to these Terms

4.1 These Terms have the version number and effective date stated at the top of this document.

4.2 For Customers that have signed a separate Service Agreement, Order Form, or similar document referring to a specific version of these Terms, that version applies for the agreed contract term, unless both parties agree otherwise in writing.

4.3 Filmchief may update these Terms from time to time. Updated Terms will be published on the Filmchief website or otherwise made available to Customer.

4.4 For existing Customers without a separately signed agreement fixing a specific version, material changes will take effect no earlier than thirty days after publication or notice, unless a shorter period is reasonably necessary for legal, security, operational, or compliance reasons.

4.5 Changes do not apply retroactively to disputes that arose before the effective date of the updated Terms.

4.6 Continued use of the Service after the effective date of updated Terms constitutes acceptance of the updated Terms.

4.7 If Customer reasonably objects to a material change, Customer must notify Filmchief before the change takes effect. The parties will discuss the objection in good faith. If no solution is found, Filmchief may allow Customer to continue under the previous version until the end of the current paid subscription period, or Customer may stop using the Service at the end of that period.

5. The Service

5.1 Filmchief provides a cloud-based software platform for film festivals and related organizations.

5.2 The specific modules, add-ons, public-facing components, usage limits, service period, fees, and customer-specific arrangements are set out in the applicable Order Form.

5.3 Filmchief may improve, update, modify, replace, or discontinue features of the Service from time to time.

5.4 Filmchief will use reasonable efforts not to materially reduce the core functionality purchased by Customer during the current paid service period.

5.5 Unless expressly agreed in writing, the Service does not include custom development, bespoke integrations, data migration, custom reporting, website development, graphic design, legal advice, tax advice, accounting advice, marketing advice, on-site support, festival operations support, or ticketing strategy.

5.6 Beta, experimental, preview, or newly released features may be changed, limited, withdrawn, or discontinued at any time. They are provided without any commitment that they will become permanent functionality.

6. Customer responsibilities

6.1 Customer is responsible for:

1. (a) the accuracy, legality, quality, and completeness of Customer Content;
2. (b) obtaining all rights, licences, permissions, and consents required for Customer Content;
3. (c) configuring its Filmchief environment correctly;
4. (d) testing settings, public pages, ticketing flows, box office flows, emails, forms, online screening access, reports, imports, exports, APIs, and integrations before relying on them operationally;
5. (e) assigning appropriate permissions to Authorized Users;
6. (f) maintaining suitable internal procedures, staffing, supervision, and fallback arrangements for festival operations;
7. (g) complying with laws that apply to Customer’s festival, organization, content, ticket sales, communications, tax obligations, consumer relationships, accessibility obligations, intellectual property, privacy, and data protection;
8. (h) maintaining its own internet access, devices, browsers, local networks, and other technical facilities needed to use the Service;
9. (i) maintaining appropriate copies, records, exports, or backups of business-critical information where Customer considers this necessary;
10. (j) complying with third-party terms that apply to payment processing, email delivery, video hosting, streaming, domains, websites, analytics, APIs, embedded content, or other services connected to Customer’s Filmchief environment.

6.2 Customer acknowledges that festival operations are often time-sensitive. Customer remains responsible for maintaining appropriate manual, offline, or alternative procedures for critical moments such as ticket sales, box office operations, ticket scanning, accreditation desks, guest logistics, jury processes, award ceremonies, online screenings, public programme publication, and payment issues.

6.3 Customer is responsible for all activity under its accounts, except to the extent caused by Filmchief’s wilful misconduct.

7. Authorized Users and account security

7.1 Customer is responsible for deciding who may access its Filmchief environment and which permissions each Authorized User receives.

7.2 Customer must ensure that Authorized Users keep login credentials confidential and use the Service only for legitimate Customer purposes.

7.3 Customer must promptly remove or disable access for persons who no longer need access.

7.4 Customer must promptly notify Filmchief of any suspected unauthorized access, compromised account, security incident, or misuse of the Service.

7.5 Filmchief may suspend or restrict access where reasonably necessary to protect the Service, Customer, other customers, End Users, third parties, data integrity, security, or legal compliance.

8. Acceptable use

8.1 Customer and Authorized Users must not use the Service to upload, store, publish, send, process, or make available material that is unlawful, infringing, defamatory, fraudulent, misleading, harmful, abusive, discriminatory, malicious, obscene, or otherwise incompatible with legitimate festival operations.

8.2 Customer and Authorized Users must not:

1. (a) violate applicable law;
2. (b) infringe intellectual property rights, privacy rights, publicity rights, confidentiality obligations, or other third-party rights;
3. (c) send spam, unsolicited bulk messages, phishing messages, malware, or deceptive communications;
4. (d) interfere with or disrupt the Service;
5. (e) attempt to gain unauthorized access to the Service, accounts, systems, networks, databases, or data;
6. (f) circumvent security measures, access controls, rate limits, usage limits, or technical restrictions;
7. (g) reverse engineer, decompile, disassemble, or attempt to discover source code, except to the extent permitted by mandatory law;
8. (h) use the Service to build, train, or support a competing product or service;
9. (i) overload the Service or use it in a way that harms other customers or users;
10. (j) use the Service in a way that damages Filmchief’s reputation, systems, security, or legal position.

8.3 Filmchief may remove, disable, block, or restrict Customer Content or access where Filmchief reasonably believes this is necessary to protect the Service, comply with law, respond to a rights claim, prevent harm, preserve evidence, or enforce these Terms.

9. Customer Content

9.1 Customer retains ownership of Customer Content.

9.2 Customer grants Filmchief a non-exclusive licence to host, store, copy, process, transmit, display, publish, modify technically, back up, secure, and otherwise use Customer Content as necessary to provide, maintain, support, secure, improve, and operate the Service.

9.3 Customer represents that it has all rights and permissions necessary for Customer Content and for its use through the Service.

9.4 Filmchief does not control Customer Content and is not responsible for its accuracy, legality, completeness, or suitability.

9.5 Customer is responsible for any claim by an End User or third party relating to Customer Content, festival operations, ticketing policies, publication decisions, screening access, communications, programme information, awards, voting, accreditations, guest arrangements, or other matters controlled by Customer.

10. Public-facing functionality, ticketing, and payments

10.1 Customer may use the Service for public or semi-public functionality such as programme pages, ticket shop pages, box office sales, online screening access, guest portals, accreditation forms, RSVP forms, voting forms, email communications, and other interactions with End Users.

10.2 Customer is responsible for checking that all public-facing settings and content are correct before publication or use, including prices, taxes, ticket types, capacities, limits, payment methods, schedules, programme details, translations, legal notices, refund rules, age ratings, accessibility information, and consumer-facing information.

10.3 Filmchief is not the organizer of Customer’s festival and is not responsible for Customer’s relationship with End Users.

10.4 Filmchief is not a payment service provider, bank, escrow provider, ticket reseller, tax advisor, consumer-law advisor, or fiscal representative.

10.5 Payment processing is handled by the applicable payment service provider or other third-party provider. Filmchief is not responsible for payment refusals, chargebacks, delayed payments, unavailable payment methods, bank errors, payment provider outages, settlement issues, fraud checks, refunds, transaction fees, currency conversion, or disputes between Customer and End Users.

10.6 Customer is responsible for handling refunds, cancellations, programme changes, ticket buyer questions, visitor complaints, access decisions, and legal obligations towards End Users.

11. Third-party services and integrations

11.1 The Service may rely on or integrate with third-party services, including hosting providers, cloud infrastructure, payment service providers, email service providers, video hosting or streaming providers, analytics services, APIs, public websites, DNS providers, domain registrars, banks, card networks, and other external systems.

11.2 Filmchief is not responsible for the acts, omissions, availability, performance, security, pricing, functionality, data processing, outages, errors, delays, limitations, or terms of third-party services.

11.3 Customer is responsible for maintaining any required third-party accounts, credentials, contracts, settings, payment methods, API access, domain settings, and legal arrangements, unless otherwise agreed in writing.

11.4 A failure, delay, limitation, change, suspension, or termination of a third-party service does not constitute a breach by Filmchief to the extent the issue is outside Filmchief’s reasonable control.

11.5 Assistance with third-party integrations is provided on a best-effort basis unless expressly agreed otherwise in writing.

12. Fees and payment

12.1 Customer must pay the Fees specified in the applicable Order Form, invoice, quotation, or other written agreement.

12.2 Unless stated otherwise, all Fees are exclusive of VAT, sales tax, withholding tax, bank charges, payment processing fees, and other taxes or charges.

12.3 Invoices are payable within the period stated on the invoice or Order Form. If no period is stated, invoices are payable within fourteen days after invoice date.

12.4 Customer may not withhold, set off, suspend, or reduce payment because of alleged defects, downtime, disputes, claims, or counterclaims, unless required by mandatory law or expressly agreed in writing by Filmchief.

12.5 If Customer fails to pay on time, Filmchief may charge statutory commercial interest, reasonable collection costs, and may suspend access after written notice and a reasonable cure period.

12.6 Fees are non-refundable, except to the extent expressly stated in writing or required by mandatory law.

12.7 Third-party fees, pass-through costs, payment provider fees, video hosting or streaming costs, email delivery costs, domain costs, bank charges, and currency conversion costs may be charged separately where agreed or incurred at Customer’s request.

13. Best-effort availability and support

13.1 Filmchief provides the Service on a best-effort basis.

13.2 Filmchief will use commercially reasonable efforts to make the Service available and to resolve issues reported by Customer.

13.3 Filmchief does not guarantee that the Service will be uninterrupted, error-free, secure, free from delays, free from defects, or available at any particular time.

13.4 Unless expressly agreed in a separate written service-level agreement signed by Filmchief, no uptime percentage, response time, resolution time, service credit, refund, penalty, liquidated damages arrangement, or financial compensation scheme applies.

13.5 Support response times, delivery estimates, release dates, roadmap statements, planning indications, implementation estimates, and informal expectations communicated by Filmchief are non-binding estimates only, unless expressly stated to be binding in a signed written agreement.

13.6 Filmchief may perform scheduled or unscheduled maintenance, updates, security work, emergency interventions, migrations, patches, restarts, configuration changes, or other technical work where Filmchief considers this reasonably necessary.

13.7 Filmchief will use reasonable efforts to avoid unnecessary disruption, but maintenance or technical interventions may temporarily affect access, performance, integrations, public pages, ticketing flows, online screenings, email delivery, APIs, or other functionality.

13.8 Customer is not entitled to compensation, damages, refunds, service credits, fee reductions, or other financial remedies for downtime, degraded performance, errors, defects, maintenance, interruptions, delays, or unavailability, except to the limited extent required by mandatory law.

13.9 Customer acknowledges that the Fees reflect the best-effort nature of the Service and the absence of a guaranteed, compensated, mission-critical service-level agreement.

14. Privacy and data protection

14.1 Filmchief’s handling of personal data is described in the Filmchief Privacy Policy.

14.2 Where Customer uses the Service in a way that involves Filmchief processing personal data on Customer’s behalf, the Filmchief Data Processing Agreement applies and forms part of the Agreement between Filmchief and Customer.

14.3 In such cases, Customer is normally the controller and Filmchief is normally the processor, unless the DPA or applicable law requires a different qualification for a specific processing activity.

14.4 Customer is responsible for determining the purposes and means of processing personal data in its Filmchief environment.

14.5 Customer is responsible for ensuring that it has appropriate legal bases, notices, consents where required, retention policies, and procedures for responding to data subject requests.

14.6 Filmchief may process account, billing, support, diagnostic, security, and business contact data as an independent controller where necessary for Filmchief’s own business administration, legal compliance, customer relationship management, security, invoicing, and service improvement.

14.7 Unless expressly stated otherwise in the DPA, the exclusions and limitations of liability in these Terms apply to all claims arising under or in connection with the DPA, subject to mandatory applicable law.

15. Security

15.1 Filmchief will use reasonable technical and organizational measures designed to protect the Service and Customer Content.

15.2 Customer acknowledges that no online service can be guaranteed to be completely secure, uninterrupted, or free from vulnerabilities.

15.3 Customer is responsible for secure account management, appropriate permission settings, strong passwords, internal access controls, timely removal of former staff or volunteer accounts, and safe handling of exported data.

15.4 Filmchief may investigate security issues, suspend accounts, block access, revoke credentials, apply rate limits, disable integrations, or take other reasonable measures where Filmchief considers this necessary to protect the Service, Customer, other customers, End Users, or third parties.

15.5 Filmchief may maintain backup and recovery procedures appropriate to the nature of the Service, but does not guarantee that any specific Customer Content can always be restored, unless expressly agreed in a separate written backup or continuity arrangement.

16. Intellectual property

16.1 Filmchief and its licensors retain all rights, title, and interest in and to the Service, software, source code, object code, interfaces, designs, workflows, databases, templates, reports, documentation, know-how, trade secrets, and related intellectual property.

16.2 Customer receives a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the applicable service period for Customer’s own festival-related purposes, subject to these Terms.

16.3 Customer may not copy, modify, reproduce, distribute, sell, resell, lease, sublicense, make available, reverse engineer, decompile, disassemble, or create derivative works from the Service, except to the extent permitted by mandatory law.

16.4 Customer may not access the Service other than through interfaces made available by Filmchief.

16.5 Feedback, suggestions, feature requests, ideas, bug reports, workflow descriptions, and improvement proposals provided by Customer or Authorized Users may be used by Filmchief without restriction or compensation, provided Filmchief does not disclose Customer’s confidential information in breach of these Terms.

17. Confidentiality

17.1 Each party must keep confidential all non-public information disclosed by the other party that is marked confidential or should reasonably be understood to be confidential given its nature and the circumstances of disclosure.

17.2 Confidential information may be used only for performing or exercising rights under the Agreement.

17.3 Confidential information may be disclosed to employees, contractors, professional advisors, hosting providers, support providers, or other representatives who need to know it for the purposes of the Agreement and are bound by appropriate confidentiality obligations.

17.4 Confidentiality obligations do not apply to information that is or becomes public without breach, was already lawfully known, is independently developed, is lawfully received from a third party, or must be disclosed by law, court order, regulator, or competent authority.

18. Suspension and termination

18.1 Customer may stop using the Service at the end of the applicable paid service period, unless otherwise agreed in writing.

18.2 Either party may terminate the Agreement for material breach if the other party fails to remedy the breach within thirty days after receiving written notice describing the breach in reasonable detail.

18.3 Filmchief may suspend or terminate access immediately, with or without prior notice, if Filmchief reasonably believes that:

1. (a) Customer or an Authorized User has seriously violated these Terms;
2. (b) Customer or an Authorized User creates a security risk, legal risk, operational risk, or risk to other customers, End Users, third parties, or the Service;
3. (c) Customer uses the Service unlawfully or abusively;
4. (d) Customer infringes or enables infringement of third-party rights;
5. (e) Customer fails to pay overdue Fees after notice;
6. (f) suspension or termination is required by law, court order, regulator, third-party provider, or competent authority;
7. (g) Customer becomes insolvent, enters liquidation, ceases business, or is unable to pay debts as they fall due.

18.4 For curable, non-urgent issues, Filmchief will normally give Customer a reasonable opportunity to remedy the issue before terminating access. Filmchief is not required to do so where immediate action is reasonably necessary.

18.5 Upon termination or expiry, Customer’s right to access and use the Service ends.

18.6 During the service period, Customer may use available export functionality to export Customer Content where such functionality is available in the Service.

18.7 Following termination or expiry, Filmchief may provide reasonable data export assistance on request, subject to technical feasibility, payment of all outstanding Fees, and Filmchief’s then-current hourly rates unless otherwise agreed.

18.8 Filmchief is not required to maintain inactive environments indefinitely, build custom exports, provide direct database access, reconstruct deleted data, or support third-party migrations unless expressly agreed in writing.

18.9 Filmchief may delete or anonymize Customer Content after termination or expiry, subject to the DPA, applicable law, agreed retention periods, and reasonable operational requirements.

18.10 Clauses that by their nature should survive termination will survive, including clauses on fees, intellectual property, confidentiality, data protection, disclaimers, liability, indemnities, governing law, and dispute resolution.

19. Warranties and disclaimers

19.1 Each party represents that it has the legal authority to enter into the Agreement.

19.2 Except as expressly stated in these Terms, the Service is provided “as is” and “as available”.

19.3 Filmchief disclaims all warranties, representations, conditions, and guarantees, whether express, implied, statutory, or otherwise, including warranties of uninterrupted availability, error-free operation, merchantability, fitness for a particular purpose, non-infringement, compatibility with Customer’s specific systems, suitability for Customer’s specific festival operations, or achievement of any particular commercial, operational, legal, financial, ticketing, audience, or artistic outcome.

19.4 Customer acknowledges that it has assessed whether the Service is suitable for its intended use and does not rely on any statement, advice, roadmap, projection, demo, proposal, or informal communication except to the extent expressly included in the Agreement.

20. Notice and mitigation

20.1 Customer must notify Filmchief in writing of any alleged defect, breach, claim, loss, or issue as soon as reasonably possible after discovery.

20.2 Filmchief is not liable for any issue that Customer did not report promptly where timely reporting could reasonably have prevented or reduced the relevant loss or impact.

20.3 Customer must take all reasonable steps to prevent, mitigate, and limit any loss, including by using available exports, alternative workflows, manual workarounds, offline procedures, payment provider dashboards, local copies, or other reasonable continuity measures.

20.4 Before Customer may claim damages or terminate for breach, Customer must give Filmchief written notice describing the breach in reasonable detail and allow Filmchief a reasonable cure period of at least thirty days, unless cure is impossible or a shorter period is required by mandatory law.

21. Limitation of liability

21.1 Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is not permitted under mandatory applicable law, including liability for wilful misconduct or deliberate recklessness by Filmchief’s management.

21.2 Subject to clause 21.1, Filmchief is only liable for direct damages that are the direct and immediate result of an attributable breach of the Agreement by Filmchief, after Customer has complied with clause 20 and Filmchief has failed to cure the breach within the applicable cure period.

21.3 Subject to clause 21.1, Filmchief is not liable for indirect, consequential, incidental, special, punitive, or exemplary damages.

21.4 Subject to clause 21.1, Filmchief is not liable for damages consisting of or relating to loss of profit, loss of revenue, lost ticket sales, lost donations, lost sponsorship income, loss of business, loss of goodwill, reputational damage, loss of audience, loss of opportunity, loss of savings, loss of data, data corruption, cost of substitute services, additional staff costs, volunteer costs, internal management time, claims by End Users or other third parties, delay damages, or festival disruption.

21.5 Subject to clause 21.1, Filmchief is not liable for downtime, outages, unavailability, degraded performance, maintenance, emergency work, security interventions, third-party service failures, payment provider failures, email delivery issues, video streaming issues, DNS issues, domain issues, public internet failures, browser issues, device issues, Customer configuration errors, Customer Content errors, or failures caused by Customer’s acts or omissions.

21.6 Subject to clause 21.1, Filmchief’s total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort, statute, restitution, indemnity, or otherwise, is limited to the Fees actually paid by Customer to Filmchief for the Service in the twelve months preceding the event giving rise to liability.

21.7 For the purpose of the liability cap, pass-through costs, third-party fees, taxes, payment provider fees, video hosting or streaming costs, domain costs, bank charges, and reimbursed expenses are excluded from the Fees.

21.8 Any claim by Customer arising out of or in connection with the Agreement must be brought within one year after Customer became aware, or reasonably should have become aware, of the facts giving rise to the claim, failing which the claim lapses to the fullest extent permitted by law.

21.9 The limitations and exclusions in this clause apply regardless of the legal basis of the claim and even if Filmchief has been advised of the possibility of the relevant damages.

21.10 Customer acknowledges that the allocation of risk in this clause is reasonable in light of the nature of the Service, the Fees, the best-effort service model, the availability of alternative operational procedures, and Customer’s responsibility for festival operations.

22. Indemnity

22.1 Customer must indemnify and hold Filmchief harmless against any third-party claim, demand, fine, penalty, cost, damage, liability, or expense, including reasonable legal fees, arising from or relating to:

1. (a) Customer Content;
2. (b) Customer’s festival operations;
3. (c) Customer’s breach of the Agreement;
4. (d) Customer’s violation of applicable law;
5. (e) Customer’s ticketing, payment, refund, cancellation, programme, accreditation, guest, jury, press, industry, online screening, audience voting, or visitor policies;
6. (f) Customer’s infringement or alleged infringement of third-party rights;
7. (g) Customer’s instructions to Filmchief;
8. (h) use of the Service by Customer, Authorized Users, or End Users.

22.2 Filmchief will promptly notify Customer of a claim for which it seeks indemnification, allow Customer reasonable control of the defence where appropriate, and provide reasonable cooperation at Customer’s expense.

22.3 Customer may not settle any claim in a way that imposes liability, admission of wrongdoing, payment obligation, or operational restriction on Filmchief without Filmchief’s prior written consent.

23. Force majeure

23.1 Filmchief is not liable for any failure or delay in performance caused by a Force Majeure Event.

23.2 During a Force Majeure Event, Filmchief’s obligations are suspended to the extent affected by the event.

23.3 Filmchief will use reasonable efforts to mitigate the effects of a Force Majeure Event where commercially reasonable and technically possible.

23.4 A Force Majeure Event does not entitle Customer to damages, compensation, refunds, service credits, or termination, except to the extent required by mandatory law or expressly agreed in writing.

24. Notices

24.1 Formal notices under the Agreement must be sent by email to the contact address specified by the receiving party, unless the Agreement or mandatory law requires another form of notice.

24.2 Notices to Filmchief must be sent to: legal@filmchief.com.

24.3 Operational support requests may be submitted through support@filmchief.com, but such requests do not constitute formal legal notice unless they clearly state that they are a notice under these Terms.

24.4 Filmchief may send notices to Customer by email, through the Service, through the Filmchief website, or by other reasonable means.

25. Order of precedence

25.1 If there is a conflict between documents forming part of the Agreement, the following order applies unless expressly stated otherwise:

1. (a) any signed amendment;
2. (b) the signed Service Agreement or Order Form;
3. (c) any signed statement of work;
4. (d) the DPA, but only for personal-data-processing matters;
5. (e) these Terms;
6. (f) the Documentation.

25.2 Customer’s purchase terms, procurement terms, supplier terms, tender terms, portal terms, or other standard terms are excluded, even if referenced in a purchase order, vendor registration system, email, payment process, or other communication, unless Filmchief expressly accepts them in a signed written document.

26. Assignment and subcontracting

26.1 Customer may not assign, transfer, sublicense, or otherwise dispose of its rights or obligations under the Agreement without Filmchief’s prior written consent.

26.2 Filmchief may assign or transfer the Agreement to an affiliate, successor, acquirer, or purchaser of substantially all of Filmchief’s business or assets.

26.3 Filmchief may use subcontractors and third-party providers to provide, host, secure, maintain, support, or improve the Service, provided Filmchief remains responsible for its own obligations under the Agreement, subject to the limitations of liability in these Terms.

27. Governing law and disputes

27.1 The Agreement and any dispute or claim arising out of or in connection with it are governed by the laws of the Netherlands.

27.2 The United Nations Convention on Contracts for the International Sale of Goods does not apply.

27.3 The parties will first try to resolve disputes in good faith through commercial escalation between authorized representatives.

27.4 If a dispute is not resolved within thirty days after written escalation, the dispute will be submitted exclusively to the competent court of Rechtbank Gelderland, location Arnhem, the Netherlands, unless mandatory law requires another forum.

27.5 Filmchief may seek injunctive or interim relief in any competent court where this is reasonably necessary to protect its rights, systems, intellectual property, confidential information, or the Service.

28. General

28.1 The Agreement constitutes the entire agreement between Filmchief and Customer regarding its subject matter and supersedes all prior proposals, negotiations, emails, understandings, and agreements regarding that subject matter, except to the extent expressly incorporated.

28.2 Any amendment to the Agreement must be made in writing.

28.3 If any provision of the Agreement is held invalid, unenforceable, or void, the remaining provisions remain in full force. The parties will replace the invalid provision with a valid provision that comes as close as legally possible to the commercial purpose of the original provision.

28.4 Failure to enforce any provision of the Agreement does not constitute a waiver.

28.5 The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, employment relationship, agency relationship, franchise, or fiduciary relationship.

28.6 No person other than Filmchief and Customer has any right to enforce the Agreement, unless expressly stated otherwise.

28.7 Section headings are for convenience only and do not affect interpretation.