General Terms and Conditions of Contract

1. Definitions #

1.1. For the purposes of these General Terms of contract, each of the following terms, when written with an initial capital letter, whether in the singular or the plural, shall have the meaning specified below:

Commercial Proposal Proposta commerciale

Document drawn up by ELF at the Client's request, containing the description of the services and/or goods, as well as the terms and the financial conditions of the services listed therein;

General Terms Condizioni generali

The general terms and conditions of contract set out in this document;

Annexes Allegati

Any technical documents attached to the Commercial Proposal;

Contract Contratto

The General Terms of contract and any Annexes form an integral and essential part of the Commercial Proposal itself and, together with it, constitute the contract governing the relationship between the Parties;

Parties Parti

ELF and the Client;

ELF

The company Video Elf S.r.l., with registered office at via Carducci n. 32, 20123 – Milan (Italy), tax code and VAT number 09208710963;

Client Cliente

The party requesting the provision of services and/or the supply of goods from ELF and which, to that end, signs the documentation referred to in the Contract;

Footage Girato

Audio/video recordings made by ELF in performance of the Contract;

Pec

The Parties' certified electronic mail (posta elettronica certificata), as shown in the Companies Register.

1.2. The same specific meaning shall be attributed to each term whose definition is specified and defined further on in these General Terms.

2. Subject matter and formation of the Contract #

2.1. The subject matter of the Contract is the provision of video service and/or video direction and/or the supply of goods ancillary to those services, on the occasion of conferences, events, press conferences, shows and the like, all as further specified in each Commercial Proposal.

2.2. ELF, organising the work at its own cost and managing it at its own risk, shall perform the services set out in the Commercial Proposal within the estimated time frames provided therein, independently organising the equipment and the personnel required to carry them out, it being further understood and agreed that ELF, in performing the Contract, may freely make use of the assistance of third parties, at its sole choice and discretion.

2.3. The Contract, which shall be binding on the Parties, their successors and any of their lawful assigns, shall be deemed concluded and perfected at the moment when the Commercial Proposal, the General Terms and any annexes are returned to ELF signed by the Client, by email and/or Pec, within the validity period indicated in the Commercial Proposal.

2.4. In any event, by signing the Commercial Proposal the Client is deemed to have expressly accepted, in addition to the conditions of the Commercial Proposal itself, also the General Terms and whatever results from any signed Annexes.

2.5. Should the Client return the signed contractual documentation after the deadline indicated in the Commercial Proposal, ELF shall not be bound by the Contract, unless it notifies the Client in writing of its intention to the contrary.

2.6. In the event of conflict between the General Terms and the Commercial Proposal, the former shall prevail, save where expressly derogated from by the Parties.

2.7. By accepting these General Terms, the Client waives the application of any general or particular terms of its own, which shall accordingly be deemed to have no effect whatsoever between the Parties.

3. Making available and delivery of the Footage, methods and checks #

3.1. ELF undertakes, where possible, to make available and deliver to the Client, subject to articles 3.2. and 3.3. below, all of the Footage by the end of the same day on which it is produced, where the service is to be provided over a single day; where, on the other hand, the contractual service involves several production days, the complete service comprising all of the Footage shall be made available and delivered to the Client, subject to articles 3.2. and 3.3. below, at the end of the last day, again where possible.

3.2. The Client acknowledges and accepts that, for factual and/or technical reasons (by way of example and without limitation, for instance where the event finishes late and/or where the Footage files to be copied are very large and/or where there is no adequate internet connection and/or no connection at all), it will not always be possible for ELF to make available and deliver the Footage within the indicative time frames set out in article 3.1. above: in such cases, that is to say where it is not possible to make the Footage available and deliver it immediately, ELF shall inform the Client, including orally and informally, without prejudice to its undertaking to make available and deliver the Footage to the Client in the manner set out in article 3.3. below and within the following three working days from the end of the event (hereinafter, the “Deadline”), it being specified that the final day of the event shall not be counted in the calculation of that Deadline.

3.3. With regard to the methods of delivery of the Footage, the Client declares that it has been informed of, and acknowledges, the following:

3.3.1. the Footage, stored in digital format on ELF's IT equipment, shall be delivered to the Client by digital transfer of the relevant file, or of the relevant files if more than one, onto a digital storage medium: to that end, the Client shall necessarily obtain, at its own care and expense, a digital storage device (for example, a hard disk and/or USB drives) of adequate capacity for the file or files to be stored;

3.3.2. where delivery of the Footage cannot take place at the event venue and therefore immediately, in accordance with the terms of article 3.1. above, it shall be the Client's exclusive care, risk and burden to travel — by prior appointment with ELF, to be arranged within the Deadline referred to in article 3.2. above — to ELF's premises, or to such place as ELF shall indicate, in order to take delivery of the Footage on the relevant digital storage medium, which the Client shall necessarily obtain at its own care and expense, as provided for in article 3.3.1. above;

3.3.3. it is understood that should the Client not have a digital storage medium, or not be able to obtain one in good time, it may be purchased from ELF at the market price applied by ELF at the time of the purchase request, it being specified that such cost shall always be understood as not included in the fee set out in the Commercial Proposal;

3.3.4. where the Footage file does not exceed 50 gigabytes in size, technical conditions so permit and the Client expressly so requests, the Footage may be made available to the Client — depending on the circumstances, either immediately at the event venue or within the Deadline referred to in article 3.2. above — by means of a file hosting/sharing service through which the Footage may be downloaded online directly by the Client. It is specified that the Footage will be available for download for ten days from receipt of the notification email sent by the file hosting service, after which it will no longer be possible to download the Footage; it shall therefore be the Client's burden and care to proceed with the download of the Footage in good time;

3.4. Should the Client fail to collect the Footage pursuant to articles 3.3.1. and 3.3.2. above, or to download the Footage pursuant to article 3.3.4. above, ELF shall send the Client a Pec requiring physical collection of the Footage no later than seven clear days from receipt of that Pec (hereinafter, the “Formal Notice Pec”), such collection always to be carried out by the Client in the manner set out in article 3.3.2. Where the Client fails to collect the Footage within the peremptory deadline set out in the Formal Notice Pec, ELF's obligation to deliver the Footage shall in any event be deemed performed upon expiry of the deadline set out in the Formal Notice Pec, with the consequent entitlement to the fee still due, without the Client being able to raise any objection whatsoever.

3.5. Once five working days have elapsed from receipt of the Footage without ELF having received written complaints from the Client by Pec at its address, the service shall be deemed accepted and approved, and the Client shall thereby definitively forfeit the right to raise objections of any kind concerning the service performed by ELF. It is specified that in the event of delivery of the Footage by download, the five-working-day period referred to in this article shall run from the day on which the Footage file is downloaded: in that case, the email from the file hosting service received by ELF shall be conclusive evidence.

4. Liability for equipment left in the Client's custody #

The Client declares that it is aware that, in order to carry out the contractual service, ELF will use technical equipment as set out in the Commercial Proposal, part of which may not be easily removable once installed and/or by reason of the type of equipment, thus making it necessary — where the contractual service takes place over several days — to leave that equipment at the location indicated by the Client; accordingly, where not supplied directly by the Client, ELF's equipment required for the performance of the contractual service, where it cannot be removed on a daily basis (an assessment left to the sole and unchallengeable discretion of ELF), shall remain under the exclusive liability and custody of the Client, from the moment of its transport and installation and/or storage at the place of performance of the contractual service until the contractual service is actually completed: from that moment, the Client shall become the custodian of the technical equipment installed and/or left by ELF on the premises indicated by the Client and, consequently, shall be liable in the event of damage, theft and/or fire. Any insurance in this regard is the exclusive responsibility of the Client.

5. Fees #

5.1. For the services described in the Commercial Proposal, the Client undertakes to pay ELF, punctually and in full, the fee agreed therein, always to be increased by VAT (if and to the extent due) at the rate applicable at the time of the payment request, and to be increased by any further statutory charges.

5.2. The fee provided for in the Commercial Proposal in favour of ELF includes exclusively the services indicated therein, with the result that anything not expressly provided for therein is excluded. Any service different from and additional to the agreed work and to the activities strictly consequent upon it, as likewise indicated therein, shall be the subject of a separate fee (hereinafter, the “Extra Fee”), which shall be negotiated between the Parties, in writing where possible. However, where the Client, even in the absence of prior written negotiation, nonetheless asks ELF to perform services different from and additional to those provided for in the Commercial Proposal, and those services are performed by ELF, they shall be calculated and invoiced by ELF on the basis of the price lists generally applied by ELF and, in any event, at market prices, which the Client, by accepting these General Terms, expressly declares that it accepts as of now.

5.3. The Client acknowledges that the working hours and/or production days indicated in the Commercial Proposal are always estimates and are therefore liable to increase as a result of circumstances not attributable to ELF but rather arising from the Client's requirements and/or indirectly attributable to the Client, or from circumstances connected with the type of service, and likewise acknowledges that production days are always to be understood as consisting of 8 working hours, so that any further period of work is to be understood as extra. Accordingly, where the working hours exceed those estimated, including where the total hours of the working day are exceeded, the Client acknowledges and accepts that ELF shall be entitled, without the need for prior agreement, to a further additional fee of EUR 40.00 (forty/00) (always plus VAT and statutory charges) for each extra working hour (hereinafter, the “Extra time fee”) beyond those agreed in the Commercial Proposal.

5.4. ELF undertakes to specify the Extra time fee as a separate item on the invoice.

6. Payment terms #

6.1. Unless otherwise specified in the Commercial Proposal, payment of the fee in favour of ELF as agreed in the Commercial Proposal shall be made as follows:

6.1.1. upon receipt of the contractual documentation signed by the Client, ELF shall issue an invoice to the Client, due immediately upon signature, in an amount equal to 50% of the fee agreed in the Commercial Proposal;

6.1.2. at the end of the work, ELF shall issue the final balance invoice for the remaining amount of the fee, increased where applicable by any extra fee accrued, payable 30 days from the invoice date, end of month.

6.2. The amount referred to in article 6.1.1. above shall be paid by the Client by way of a withdrawal deposit (caparra penitenziale) pursuant to Article 1386 of the Italian Civil Code, which shall become an advance payment on the price only upon full payment of the balance.

6.3. The Client shall make payments in favour of ELF exclusively by bank transfer.

7. Interest on late payment #

In the event of late payment of invoices by the Client with respect to the due dates set out therein, the Client shall pay ELF, without the need for any demand or formal notice of default, interest on the overdue amounts calculated at the rate provided for by Italian Legislative Decree No. 231/2002, as subsequently amended and supplemented, running from the payment due date until the price is actually paid in full, without prejudice to the right to further damages and to ELF's right to terminate the contract for material breach.

8. Solve et repete #

Before having fully performed its own obligations, the Client may not under any circumstances suspend or delay payments on the due dates set out in the invoices sent by ELF, claim discounts, extensions or reductions, raise any objection of non-performance or any objection whatsoever, seek termination of the contract, refunds or compensation for damages, in accordance with the solve et repete principle.

9. Withdrawal #

9.1. The Parties may freely withdraw from the Contract from the day after it is entered into and until 15 clear days before the date on which the service is due to begin as provided for in the Commercial Proposal, by giving written notice to the other Party by Pec. In the event of withdrawal by the Client, ELF is entitled to retain the sum paid by the Client by way of a withdrawal deposit (caparra penitenziale) pursuant to Article 1386 of the Italian Civil Code; in the event of withdrawal by ELF, ELF is required to return to the Client twice the sum received by way of a withdrawal deposit (caparra penitenziale) pursuant to Article 1386 of the Italian Civil Code.

9.2. Where the period between the date on which the Contract is entered into and the date on which the service provided for in the Commercial Proposal is due to begin is less than 15 clear days, the Parties may not withdraw, by way of derogation from any provision of law to the contrary.

10. Force majeure #

10.1. ELF shall not be liable for failure to perform or delay in performing the obligations provided for in the Contract where such non-performance is due to an event of force majeure such as, purely by way of example and without limitation, wars, pandemics, earthquakes, floods, general strikes, absence of electricity and/or of a data connection, bad weather in the case of outdoor events, technical faults in equipment that cannot be repaired immediately and/or orders of the Public Authorities or, in any event, unforeseen and unforeseeable circumstances beyond the control of the Party concerned.

10.2. Should an event of force majeure occur, ELF shall promptly notify the Client and, if performance has become impossible, the Contract shall be deemed terminated, without prejudice to ELF's right to the fee for any services performed up to that time. Conversely, should performance still be possible but at different times and/or in a different manner, the Parties shall negotiate in good faith, so far as compatible with their respective requirements and commitments, any postponement of the service, it being understood that, failing agreement, the Contract shall be deemed terminated, in any event without prejudice to ELF's right to the fee for any services performed up to that time.

11. Ownership of the videos, usage rights, releases and music #

11.1. Without prejudice to the author's moral rights in the works/products, protected under the legislation in force pursuant to Italian Law No. 633 of 22 April 1941, as subsequently amended and supplemented, the negatives and/or the original products of the videos made by ELF in performance of the Contract, that is to say the so-called Masters, shall become the exclusive property of the Client, as shall all the related economic exploitation rights, this however only following payment in full of the fee to ELF (hereinafter, the “retention of title clause” — Patto di riservato dominio).

11.2. It remains the Client's exclusive burden to provide and obtain from the persons filmed in the videos commissioned from ELF the releases, where necessary, in order to secure their consent to the use of the economic exploitation rights in their own image. The Client undertakes to indemnify and hold ELF harmless from any claim for compensation that third parties may ever bring against ELF for failure to obtain releases and/or authorisations for the use and/or exploitation of the image of the persons filmed.

11.3. The Client declares and warrants that it will directly and fully remunerate anyone taking part in and/or collaborating on the making of the Videos who is external to ELF's organisation, assuming all related costs itself and indemnifying and holding ELF harmless from any claim in this regard.

11.4. Where the service set out in the Commercial Proposal provides, at the Client's request, for the use of music in the videos, it shall be the Client's exclusive burden to acquire the usage and economic exploitation rights in the music to be used; the Client acknowledges as of now that, in the absence of the acquisition of the relevant rights, ELF will not be able to use any music in its Footage.

12. ELF's own commercial promotion #

The Client irrevocably and free of charge authorises ELF to use, without limitation as to time or place, extracts from the Footage produced under the Contract for commercial promotion purposes, including online, and likewise irrevocably and free of charge authorises ELF to cite the Client's name and/or trade mark, without limitation as to time or place, in the context of ELF's own commercial promotion activities, including online.

13. Notices #

All communications between the Parties for the purposes and effects of the Contract shall, in order to be valid, be made, alternatively, to the email address indicated by each Party in the Commercial Proposal, or to the Pec address shown in the companies register, being addresses at which the Parties, by signing the Contract, elect their electronic domicile.

14. Miscellaneous #

14.1. The Client acknowledges that optimal lighting and setting conditions are required for the work to be successful and therefore expressly undertakes to ensure that ELF is able to operate under such optimal conditions, complying with any requests made by ELF in this regard. Should ELF not be placed in the aforesaid optimal working conditions, the risk of lower quality of the work shall be borne by the Client alone, who accepts that eventuality and, consequently, no liability and/or prejudicial consequence may be attributed to ELF.

14.2. Any amendment, change or addition to the contractual documentation, even if accepted, must be made in writing and signed by both Parties in order to be valid, save as otherwise provided in these General Terms.

14.3. Any nullity, voidability or ineffectiveness of one or more clauses of the General Terms shall not extend to the remaining clauses, and the Parties undertake to replace any null or ineffective clause with another valid and effective clause so as to achieve, as far as possible, the effects of the replaced clause.

14.4. The contracting Client is absolutely prohibited from assigning the Contract on any basis whatsoever, on pain of nullity of the assignment itself.

15. Signing authority #

Pursuant to law, with the value and effect of a self-certification (dichiarazione sostitutiva), the person who signs the General Terms on behalf of the Client declares, under their own responsibility, that they have the necessary signing authority to request the services referred to in the Contract and to give full effect to every part of the Contract itself.

16. Personal data #

ELF guarantees the utmost confidentiality and the correct processing of the Client's personal data, in accordance with Regulation (EU) 2016/679 “General Data Protection Regulation”. The Client's personal data will be processed for purposes connected with the provision of the service referred to in the Contract.

17. Governing law and jurisdiction #

17.1. The Contract, as well as the rights and obligations of the Parties arising from it, are governed exclusively by Italian law.

17.2. Any and all disputes relating to or otherwise connected with the Contract shall fall within the exclusive jurisdiction of the Court of Milan, to the exclusion of any other alternative or concurrent court.