Article 1. Definitions  

1. General Terms and Conditions: these general terms and conditions of STUDIO FRM.
2. STUDIO FRM: the business located in Amsterdam and registered with the Chamber of Commerce under number 80152449.
3. Client: any natural person acting in the course of a profession or business, or any legal entity, with whom STUDIO FRM enters into or negotiates an Agreement, including brands and agencies acting for brands.
4. Quotation: an offer issued by STUDIO FRM for a specific assignment, describing the services, deliverables, fees, additional costs and any specific arrangements.
5. Agreement: the entirety of written arrangements between STUDIO FRM and the Client, including an accepted Quotation, of which these General Terms and Conditions form an integral part.
6. Talent: any influencer, creator, model, personality or other person represented, managed, booked or engaged by STUDIO FRM in connection with an Agreement.
7. UGC Creator: any creator engaged to produce user-generated or creator-led content, whether or not such content is intended for publication on the creator’s own channels.
8. Content: all content created, delivered or published in connection with an Agreement, including photographs, video, audio, copy, social media posts and UGC Content.
9. Briefing: the written instructions, requirements, deliverables, key messages, deadlines, brand guidelines and other information provided or approved by the Client for the performance of the Agreement.
10. Social Media Management: services relating to the planning, creation, scheduling, publication and/or management of content on the Client’s social media channels, including channel management, content calendars and, only where expressly agreed, community management such as responding to comments or direct messages.
11. Written: by letter, email or another electronic means of communication, including WhatsApp, that can be saved and reproduced as evidence.

Article 2. Applicability and Formation of the Agreement

1. These General Terms and Conditions apply to all offers, Quotations, Agreements and other legal relationships between STUDIO FRM and the Client and to all subsequent, additional or follow-up assignments between the same parties, unless expressly agreed otherwise in writing.
2. Deviations from or additions to these General Terms and Conditions are valid only if agreed in writing. Oral statements or commitments by STUDIO FRM are binding only insofar as confirmed in writing by STUDIO FRM.
3. The applicability of any general or purchase conditions of the Client or a third party is expressly rejected.
4. In the event of inconsistency, specific written arrangements in the Agreement or Quotation prevail over these General Terms and Conditions.
5. All offers and Quotations issued by STUDIO FRM are non-binding unless expressly stated otherwise. An Agreement is concluded upon written acceptance of a Quotation or other written agreement by the Client, or when STUDIO FRM has commenced performance with the Client’s knowledge and without objection.
6. The Client is responsible for the accuracy and completeness of all information on which an offer or Quotation is based. STUDIO FRM may adjust the price, planning or conditions if such information proves incomplete or incorrect.
7. Obvious errors, clerical errors or mistakes in an offer or Quotation do not bind STUDIO FRM. Offers and Quotations do not automatically apply to future assignments.


Article 3. Services and Role of STUDIO FRM

1. STUDIO FRM provides services including talent management, influencer marketing, creator management, bookings, campaign coordination, UGC Content production and Social Media Management. The exact scope, deliverables and commercial arrangements are set out in the Agreement or Quotation.
2. These General Terms and Conditions govern the relationship between STUDIO FRM and the Client only. Talent and UGC Creators may be subject to separate agreements with STUDIO FRM. 
3. STUDIO FRM acts, as applicable, as manager, representative, intermediary and/or service provider in relation to Talent and UGC Creators. Talent and UGC Creators are independent third parties and are not employees of the Client or, unless expressly agreed otherwise, of STUDIO FRM.
4. STUDIO FRM shall perform the Agreement to the best of its knowledge and ability and with due care. Unless expressly agreed otherwise, its services constitute a best-efforts obligation and not an obligation to achieve a specific result.
5. STUDIO FRM may engage employees, freelancers, Talent, UGC Creators, suppliers and other third parties in the performance of the Agreement. Such persons are not parties to the Agreement between STUDIO FRM and the Client.
6. Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code are excluded to the extent legally permitted.
7. All communications concerning Talent or UGC assignments, including negotiations, instructions, feedback, approvals, scheduling, changes and commercial arrangements, shall take place through STUDIO FRM. The Client shall not instruct or negotiate directly with Talent or UGC Creators without STUDIO FRM’s prior written consent.
8. Where the Client is an agency, intermediary or other party acting for or on behalf of a brand or end client, the Client warrants that it has sufficient authority to provide instructions, approvals and commitments relating to the assignment and shall ensure that the relevant brand or end client provides all cooperation required for performance. Unless expressly agreed otherwise in writing, instructions and approvals given by the Client may be relied upon by STUDIO FRM as final and binding for the assignment.
9. Where Social Media Management is agreed, STUDIO FRM may, within the agreed scope, plan, schedule, publish or manage Content on the Client’s social media channels. Community management, customer service, moderation of comments or direct messages, paid advertising and crisis communication are included only if expressly agreed in writing.
10. The Client remains responsible for the ownership, administration and legal compliance of its social media accounts and shall provide STUDIO FRM with timely, secure and sufficient access, permissions, brand instructions and approvals. STUDIO FRM may rely on the Client’s instructions and approvals when managing or publishing Content on the Client’s channels.


Article 4. Briefing, Content Creation and Feedback

1. The Client shall provide a complete, accurate, lawful and workable Briefing sufficiently in advance, together with all information, materials, approvals, access and cooperation reasonably required for performance.
2. The Client is responsible for brand guidelines, product information, mandatory statements, product or service claims, promotional conditions and legal or compliance requirements specific to the Client, its products or sector.
3. Talent and UGC Creators must be given reasonable creative freedom to translate the Briefing into Content that fits their style, audience and channels. STUDIO FRM is not required to procure changes that materially conflict with the creator’s style, authenticity, platform rules, applicable law or the approved Briefing.
4. Unless otherwise agreed in the Quotation, the agreed fee includes one (1) consolidated feedback round. The Client shall provide complete and consolidated feedback within forty-eight (48) hours after receipt of Content or a request for approval.
5. Additional feedback rounds, fragmented or late feedback, reshoots, new deliverables, changes to the Briefing after approval or other requests outside the original scope may be treated as additional work and charged separately. Deadlines and publication dates may be adjusted accordingly.
6. If the Client does not provide feedback or approval within the applicable period, STUDIO FRM may adjust the planning and publication date. Where the parties have expressly agreed that silence constitutes approval for a particular deliverable or publication, STUDIO FRM may proceed on that basis.
7. Agreed deadlines are indicative unless expressly designated as final in writing. A delay caused by late information, materials, approvals or feedback from the Client does not constitute default by STUDIO FRM.
8. Changes to the nature, scope or content of an assignment may affect the price and planning. Work resulting from changes requested by or attributable to the Client may be charged as additional work.
9. For Social Media Management, the Client shall review and approve content calendars, drafts and other materials within any agreed approval period. Delays or changes by the Client may result in postponement of scheduled publication. STUDIO FRM is not responsible for missed publication moments or other consequences caused by late approvals, incomplete access or Client-side changes.


Article 5. Products, Samples and Production Materials

1. The Client is responsible for timely delivery of products, samples, props or other materials required for Content or a campaign.
2. Delays, loss, defects or damage in products supplied or shipped by or on behalf of the Client are at the Client’s risk insofar as not attributable to STUDIO FRM. Related deadlines and publication dates may be adjusted accordingly.
3. Unless otherwise agreed in writing, costs of products, samples, shipping, travel, locations, props, production and other third-party items are not included in STUDIO FRM’s fee and may be charged separately.
4. The Client warrants that all products, materials, trademarks, music, claims, instructions and other items supplied by it may lawfully be used for the assignment and do not infringe third-party rights.


Article 6. Publication, Campaign Compliance and Performance

1. The Client shall not require Talent, a UGC Creator or STUDIO FRM to conceal a commercial relationship or to publish Content contrary to applicable advertising law, self-regulatory advertising codes, disclosure requirements or platform rules. STUDIO FRM and Talent or UGC Creators may include disclosures or labels reasonably required for legal or regulatory compliance.
2. The Client remains responsible for the accuracy, lawfulness and substantiation of all product claims, promotional statements, factual information, promotions and instructions supplied or approved by it.
3. The Client shall inform STUDIO FRM in a timely manner of all sector-specific legal, regulatory, advertising or distribution restrictions applicable to the Client, its products or services, including any restrictions relating to regulated products, health or nutrition claims, age-restricted products, financial services, promotions or advertising directed at minors. The Client warrants that its Briefing, materials and requested claims comply with those requirements.
4. STUDIO FRM does not guarantee campaign results, including views, reach, engagement, follower growth, clicks, conversions, sales or other KPIs. Any forecasts, estimates or expected results are indicative only.
5. Unless otherwise agreed in writing, STUDIO FRM shall provide reasonably available performance statistics relating to published Content within fourteen (14) days after publication. STUDIO FRM is not responsible for statistics that are unavailable due to platform functionality, technical failures, deleted Content or circumstances outside its reasonable control.
6. STUDIO FRM is not responsible for changes to algorithms, platform policies or functionality, platform downtime, account restrictions, removals or suspensions not attributable to STUDIO FRM, or other platform circumstances outside its reasonable control.
7. Paid media, boosting, whitelisting, Partnership Ads, Spark Ads, dark posts, advertising through a Talent or Creator account and any other paid or amplified use are not permitted unless expressly agreed in writing as part of the usage rights for the relevant Content.
8. Unless a minimum publication or live period is expressly agreed in writing, STUDIO FRM does not guarantee that Content published on a Talent or UGC Creator channel will remain available for any specific period. If a minimum live period is expressly agreed, STUDIO FRM shall use reasonable efforts to procure compliance, but removal or unavailability caused by platform action, legal requirements, account restrictions, safety concerns or other circumstances outside STUDIO FRM’s reasonable control shall not by itself constitute a breach by STUDIO FRM.
9. If, before or during an assignment, serious circumstances arise concerning the Client, the relevant brand, Talent or a UGC Creator that could reasonably expose STUDIO FRM or another involved party to material reputational harm, legal or regulatory risk, or conflict with reasonable brand-safety standards, STUDIO FRM may temporarily suspend, postpone or withhold publication while the circumstances are assessed. STUDIO FRM shall act reasonably and consult the Client where practicable. The financial consequences of cancellation or non-performance shall be determined having regard to the cause of the circumstances and Article 8.
10. In relation to Social Media Management, STUDIO FRM does not guarantee follower growth, reach, engagement, traffic, leads, conversions, sales or any other platform or commercial result. STUDIO FRM is not responsible for platform moderation decisions, algorithm changes, technical outages, account restrictions or other platform circumstances outside its reasonable control.


Article 7. Prices, Invoicing and Payment

1. All prices are exclusive of VAT and, unless expressly included, exclusive of travel, shipping, production, Talent, Creator and other third-party costs.
2. Fees may be invoiced in advance or after performance as stated in the Quotation. STUDIO FRM may require full or partial advance payment or other reasonable security before booking Talent, commencing production or publication, incurring third-party costs or continuing work.
3. Unless otherwise agreed in writing, invoices are payable within thirty (30) days of the invoice date. The Client is automatically in default upon expiry of this period and owes statutory commercial interest and reasonable extrajudicial collection costs.
4. An objection or complaint regarding an invoice, service or Content does not suspend the Client’s payment obligation. Payment shall be made without deduction, set-off or suspension, to the extent legally permitted.
5. Payments are applied first to collection costs, then to accrued interest and finally to outstanding invoices, starting with the oldest.
6. If the Client fails to pay on time or if STUDIO FRM has reasonable grounds to doubt the Client’s ability to pay, STUDIO FRM may suspend performance, bookings, delivery and publication until payment or adequate security has been received.
7. Where the Client is an agency, intermediary or other party acting for a brand or end client, the Client contracts and remains liable for payment in its own name unless the Quotation expressly identifies another party as the contracting Client. The Client’s payment obligations are not conditional on the Client receiving payment, approval or reimbursement from its brand, end client or any other third party.


Article 8. Cancellation, Client Decision Not to Go Live and Talent Unavailability

1. An assignment ends when the agreed services have been completed and all amounts due have been paid, unless otherwise agreed in writing.
2. If the Client cancels or terminates an accepted assignment without an attributable breach by STUDIO FRM, Talent or the UGC Creator, the following cancellation fees are due, unless a different cancellation schedule is agreed in the Quotation: (a) 25% of the agreed fee if cancellation occurs before performance has commenced; (b) 50% of the agreed fee once briefing, matching, preparation or reservation of capacity has commenced; (c) 75% of the agreed fee once production has been scheduled or commenced; and (d) 100% of the agreed fee once the Content has been produced or if cancellation
occurs within seven (7) days before the scheduled production, performance or publication date. Work already performed, committed Talent or Creator fees and all third-party or non-cancellable costs shall in any event remain fully payable to the extent these exceed the applicable cancellation fee.
3. If Content has been produced in accordance with the approved Briefing and the applicable feedback arrangements, but is not published, used or otherwise made live solely because of a decision, delay or change of direction by the Client, the full agreed fee for that Content and the related services remains due and payable (100%), irrespective of whether publication ultimately takes place.
4. If Talent or a UGC Creator becomes unavailable due to illness, accident, platform or account issues or another circumstance outside STUDIO FRM’s reasonable control, STUDIO FRM may first propose a reasonable replacement, rescheduling or alternative. If no reasonable alternative can be agreed, the affected unperformed part of the assignment may be cancelled or credited, while work already performed and non-cancellable costs remain payable.
5. Either party may dissolve an Agreement for a material breach by the other party if that breach has not been remedied within a reasonable period after written notice of default, unless remedy is permanently impossible or notice is not required by law.
6. STUDIO FRM may terminate or suspend an Agreement with immediate effect if the Client becomes bankrupt, applies for suspension of payments, is liquidated, is subject to material attachment, ceases its business, or otherwise gives reasonable grounds to fear that it will not fulfil its obligations.
7. Obligations intended by their nature to survive termination, including payment, confidentiality, intellectual property, usage restrictions, liability and non-circumvention, remain in force.


Article 9. Usage Rights and Intellectual Property

1. All intellectual property rights in works, concepts, designs, strategies, formats, documents and other materials created by STUDIO FRM itself remain with STUDIO FRM unless expressly agreed otherwise in writing.
2. Unless expressly agreed otherwise in writing, the Client obtains no licence, usage right, exploitation right, transfer of intellectual property right, portrait right or other right in or to Content created, delivered or published by or on behalf of STUDIO FRM, Talent or a UGC Creator.
3. If a usage right is granted, its scope and conditions must be expressly agreed in writing, for example in the Quotation or a separate agreement. Such arrangements may specify the term, territory, channels and media, organic and/or paid use, exclusivity, editing rights, whitelisting, boosting, advertising and other forms of exploitation.
4. No exclusivity is granted in relation to Talent, a UGC Creator, a product category, competitor or sector unless expressly agreed in writing. Any agreed exclusivity shall be limited to the scope expressly specified, including the relevant category or competitors, duration, territory and, where applicable, channels.
5. Unless expressly agreed in writing, the Client may not use Content, recordings, images, voice, name, likeness, appearance or other identifying characteristics of Talent or a UGC Creator for training, fine-tuning or developing artificial intelligence systems, generative AI, synthetic media, digital avatars or digital doubles, voice cloning, face swapping or other synthetic reproduction or generation. Nor may the Client create materially altered or newly generated Content that depicts or simulates Talent or a UGC Creator through such technologies without prior written consent.
6. Publication of Content on a channel of Talent or a UGC Creator does not constitute permission for the Client to download, reproduce, repost, edit, distribute, advertise, boost, whitelist or otherwise use that Content.
7. Any agreed usage right takes effect only after the Client has paid in full all amounts due in respect of the relevant assignment, unless expressly agreed otherwise in writing.
8. Any use outside the expressly agreed scope requires STUDIO FRM’s prior written consent. STUDIO FRM may make such consent subject to additional conditions and fees.
9. The Client warrants that any Content, materials or rights supplied by it may lawfully be used as contemplated and shall indemnify STUDIO FRM and persons engaged by STUDIO FRM against third-party claims resulting from a breach of this warranty or from use by the Client outside the expressly agreed scope.
10. Unless expressly agreed otherwise in writing, STUDIO FRM may identify the Client and the relevant brand as a client or collaboration partner and may use the Client’s and brand’s trade name, logo, publicly available campaign information, campaign results and work created by STUDIO FRM itself for case studies, its portfolio, website, social media channels, pitches, award submissions and other reasonable self-promotional purposes. STUDIO FRM may use Content featuring or created by Talent or UGC Creators for those purposes only to the extent STUDIO FRM has obtained the necessary intellectual property, portrait and other permissions from the relevant Talent or UGC Creator. No confidential or embargoed information shall be disclosed under this paragraph.


Article 10. Digital Systems and Platform Access

1. The Client warrants that files, software, access credentials and other digital materials supplied to STUDIO FRM are safe, lawful and fit for their intended use.
2. If the Client requires the use of specific equipment, software, platforms or accounts, such use is at the Client’s expense and risk unless otherwise agreed.
3. Each party shall take reasonable technical and organisational measures to secure its systems and access credentials. Access credentials must be treated confidentially.
4. Where STUDIO FRM is granted access to the Client’s social media accounts for Social Media Management, STUDIO FRM shall use such access only for performance of the Agreement. The Client remains responsible for maintaining account ownership, recovery options and appropriate administrator access and shall promptly revoke or amend STUDIO FRM’s access after termination where appropriate.


Article 11. Force Majeure

1. A party is not liable for failure to perform caused by circumstances beyond its reasonable control that cannot be attributed to it by law, legal act or generally accepted standards.
2. For STUDIO FRM, force majeure includes, without limitation, illness or unavailability of Talent or engaged third parties, strikes, governmental measures, natural disasters, fire, power or internet outages, failures of social media platforms, account restrictions or suspensions not attributable to STUDIO FRM, supplier failures and other disruptions beyond its reasonable control.
3. During force majeure, STUDIO FRM may suspend performance. If the situation continues for more than thirty (30) consecutive days, either party may terminate the affected part of the Agreement in writing without liability for damages.
4. STUDIO FRM remains entitled to payment for services already performed and costs or non-cancellable commitments incurred before or during the force majeure event.


Article 12. Liability and Indemnities

1. STUDIO FRM is not liable for damage arising from or related to the Agreement except to the extent caused by an attributable failure of STUDIO FRM and subject to the limitations in this Article. Liability for intent or deliberate recklessness by STUDIO FRM’s management is not excluded.
2. Any liability of STUDIO FRM for direct damage is limited to the total fee agreed for the assignment giving rise to the claim, excluding VAT. If the Agreement has a continuous or recurring term exceeding three (3) months, STUDIO FRM’s liability is limited to the total fees paid or payable by the Client under the Agreement for the three (3) months immediately preceding the event giving rise to the liability, excluding VAT, unless mandatory law requires otherwise.
3. STUDIO FRM is not liable for indirect or consequential damage, including loss of profit, loss of savings, reputational damage, loss of data, loss due to business interruption or claims by third parties.
4. STUDIO FRM is not liable for disappointing campaign results or KPIs, platform changes or failures, or acts or omissions of independent Talent, UGC Creators or other third parties, except to the extent directly attributable to STUDIO FRM itself.
5. STUDIO FRM is not liable for damage resulting from inaccurate, incomplete or unlawful information, materials, claims or instructions supplied or approved by the Client.
6. The Client shall indemnify STUDIO FRM and persons engaged by STUDIO FRM against third-party claims arising from materials, product claims, instructions or rights supplied by the Client, or from use of Content by the Client outside the scope expressly agreed in writing.
7. A claim for damages must be notified to STUDIO FRM in writing, with reasons and supporting details, within forty-five (45) days after the Client discovered or reasonably should have discovered the damage, failing which the claim lapses to the extent legally permitted.


Article 13. Confidentiality, Privacy and Communication

1. Each party shall keep confidential all business, strategic, creative, financial, technical and other information obtained in connection with the Agreement that is confidential by nature or has been identified as confidential.
2. Confidential information may be disclosed only insofar as necessary for performance of the Agreement or as required by law, regulation or court order. This duty does not apply to information lawfully public or already lawfully known to the receiving party.
3. Each party shall ensure that employees, contractors and other engaged persons who receive confidential information are subject to appropriate confidentiality obligations. The confidentiality obligation survives termination of the Agreement.
4. Each party shall comply with applicable data protection law, including the GDPR, in respect of personal data it processes in connection with the Agreement. Unless otherwise agreed in writing, each party acts as an independent controller for its own processing activities.
5. Each party shall implement appropriate technical and organisational measures to protect personal data against loss, unauthorised access or unlawful processing.


Article 14. Non-Circumvention and Relationship Protection

1. Without STUDIO FRM’s prior written consent, the Client shall not, during the Agreement and for one (1) year thereafter, directly or indirectly contract with, employ, engage or otherwise use the services of Talent, UGC Creators, freelancers, suppliers or other persons introduced to or engaged for the Client by STUDIO FRM in connection with the Agreement, other than through STUDIO FRM.
2. The prohibition in paragraph 1 does not apply to a relationship that the Client can demonstrate already existed independently before STUDIO FRM introduced or involved the relevant person.
3. This Article is without prejudice to Article 3.7: all assignment-related negotiations and communications with Talent or UGC Creators shall take place through STUDIO FRM unless STUDIO FRM agrees otherwise in writing.
4. If the Client breaches this Article, the Client shall owe STUDIO FRM an immediately payable contractual penalty of EUR 5,000 for each breach, plus EUR 500 for each day or part of a day that the breach continues after STUDIO FRM has notified the Client of the breach, without prejudice to STUDIO FRM’s right to demand performance, termination and/or compensation for damages to the extent the actual damages exceed the contractual penalty. The parties expressly agree, to the extent legally permitted, that the contractual penalty does not replace STUDIO FRM’s right to claim additional damages.


Article 15. Complaints

1. Complaints concerning visible defects in delivered services or Content must be notified to STUDIO FRM in writing and with sufficient detail within fourteen (14) days after delivery or performance. Defects that could not reasonably have been discovered earlier must be reported within fourteen (14) days after discovery.
2. A complaint does not suspend the Client’s payment obligations.
3. STUDIO FRM shall be given a reasonable opportunity to investigate and, where appropriate, remedy a substantiated complaint before the Client may exercise further remedies.


Article 16. Other Provisions

1. The invalidity or unenforceability of any provision does not affect the validity of the remaining provisions. The parties shall replace an invalid provision with a valid provision that approximates its purpose as closely as possible.
2. Failure by STUDIO FRM to enforce a provision or a one-off deviation in favour of the Client does not constitute a waiver of rights or create a precedent for future cases.
3. STUDIO FRM may amend these General Terms and Conditions from time to time. An amended version shall apply to new assignments and Agreements entered into on or after the effective date communicated by STUDIO FRM. Amendments shall apply to an existing or ongoing Agreement only if agreed in writing with the Client, or, insofar as reasonably necessary, where the amendment results from applicable law, regulations, binding industry rules or requirements of competent authorities. In the latter case, STUDIO FRM shall inform the Client of the amendment within a reasonable period before it takes effect, where reasonably possible.
4. In the event of inconsistency between a Dutch version of these General Terms and Conditions and a translated version, the Dutch version shall prevail, provided a Dutch version has been made available.

Article 17. Applicable Law and Competent Court

1. The Agreement and all legal relationships between STUDIO FRM and the Client are governed exclusively by Dutch law.
2. All disputes arising out of or in connection with the Agreement shall be submitted in the first instance to the competent court in Amsterdam, the Netherlands, unless mandatory law provides otherwise.