TERMS & CONDITIONS
 
These Terms & Conditions (“Terms”) apply to products and services purchased from blind huck Oy by customers acting for business, professional or organizational purposes, whether purchased through VisualGoods.store or through another sales or ordering channel agreed with the Company.
 
VisualGoods.store is a brand operated by blind huck Oy (the “Company”). blind huck Oy is the legal entity providing the products and services and entering into agreements with the Customer.
 
The company, organization, public-sector entity, sole trader or other business or professional entity purchasing the products or services is referred to as the “Customer”.

 
1. General
 
The Company’s details are:
 
blind huck Oy
Business ID: 3390334-5
VAT ID: FI33903345
PL 999, 42011 Yrityslokero
Finland
info@visualgoods.store
 
Materials, information, trademarks, logos, content and other assets supplied by or on behalf of the Customer are referred to in these Terms as “Customer Materials”.
 
A person placing an order on behalf of the Customer confirms that they are authorized to do so.
 
Where necessary, the Company may ask for confirmation that a person placing an order, signing a Production Agreement, agreeing to additional work or otherwise making a commitment on behalf of the Customer has sufficient authority to do so.
 
These Terms form part of each Production Agreement unless otherwise agreed in writing.

 
2. Order Process and Production Agreement
 
For each order that proceeds to production, the Company and the Customer enter into a production-specific agreement (“Production Agreement”). The Production Agreement confirms the final scope, Deliverables, price, schedule and other production-specific details.
 
Product descriptions, selections, prices and other information presented through VisualGoods.store or otherwise communicated before the Production Agreement form the basis for the proposed order. The final production-specific terms are confirmed in the Production Agreement.
 
An order may be submitted through VisualGoods.store or through another ordering channel agreed with the Company, such as email. Submitting an order starts the order process but does not itself create the Production Agreement.
 
For orders placed through VisualGoods.store, the Customer receives an automatic order confirmation after submitting the order. The confirmation only confirms that the Company has received the order and the selections included in it; it does not constitute the Production Agreement.
 
The Company may decline an order before the Production Agreement has been signed or electronically signed by both parties.
 
Unless otherwise agreed, the Company is not required to begin production or commit production resources until the 50% advance payment has been received.
 
If the advance payment is delayed, previously agreed or discussed production dates may need to be adjusted.


 
3. Scope of the Production and Additional Work
 
The Production Agreement defines the agreed scope of each production, including the work to be carried out and the final materials to be delivered to the Customer (“Deliverables”).
 
If the Customer later requests changes or additions to the agreed production, these can be agreed as additional work.
 
Before carrying out material additional work that creates additional charges, the Company will inform the Customer of the additional price or the basis on which it will be calculated.
 
Where relevant, the Company will also inform the Customer of any material effect on the production or delivery schedule.
 
The Customer may then accept or decline the additional work.
 
Additional work must be agreed in writing before the work begins, except in the immediate production situations described below.
 
If an immediate decision is required during filming, photography or another production activity and obtaining written confirmation beforehand is not reasonably practicable, an authorized representative of the Customer may approve the additional work verbally.
 
The Company will confirm the agreed change and any applicable additional price or pricing basis in writing as soon as reasonably practicable afterwards.
 
Once agreed, the additional work becomes part of the Production Agreement and any related charges are added to the agreed production price unless otherwise agreed.


 
4. Customer Responsibilities and Delays
 
The Customer is responsible for providing the information, materials, access, people, feedback and decisions that have been agreed as the Customer’s responsibility.
 
This includes, where relevant:

• providing accurate information and required materials within the agreed timeframe;

• providing feedback and decisions within the agreed timeframe;

• where the agreed production requires access to locations, personnel, products or other resources controlled by the Customer, making reasonable arrangements for the access needed to carry out the production;

• ensuring that materials provided by the Customer may legally be used for the production;

• informing the Company of relevant restrictions relating to Customer Materials, brands, locations or third-party assets; and

• ensuring that persons approving contracts, changes or additional work on behalf of the Customer have the necessary authority.
   

The Customer grants the Company the right to use Customer Materials to the extent necessary to carry out the production.
 
Where persons arranged by the Customer appear in the production, the parties may separately agree which party is responsible for obtaining any necessary participant, model or performer permissions.
 
The Company may also require participants to sign a separate participant or release agreement.
 
Nothing in these Terms limits rights that identifiable individuals may have under applicable law.
 
If information, materials, feedback, decisions, access or people required from the Customer are delayed or unavailable, the production and delivery schedule may be adjusted accordingly.
 
If the delay causes additional work or costs, these may be charged as additional work.

 
Customer inactivity
 
If the Company is waiting for required materials, feedback or another decision from the Customer for a continuous period of 60 days after requesting it, the Company may notify the Customer in writing that the production will be suspended or administratively closed.
 
If the agreed work has otherwise been substantially completed and only the Customer’s feedback or another required decision prevents final delivery, the production may be considered completed for invoicing purposes.
 
If the production is administratively closed, the Company may invoice the Customer for work already performed, agreed expenses and non-refundable third-party costs already incurred.
 
If the Customer later wishes to continue the production, the Company may offer a new schedule and price based on its availability and any additional work or costs caused by the interruption.


 
5. Revisions and Completion
 
Unless otherwise stated in the relevant product or Production Agreement, the production includes one revision round.
 
One revision round means one consolidated set of reasonable feedback on the first version of the relevant Deliverables.
 
The included revision round does not normally include:

• additional filming or photography;

• a new or substantially changed creative concept;

• material changes to an already agreed script, plan or concept;

• additional Deliverables; or

• other work outside the agreed scope.
   

Such changes may be treated as additional work and must be agreed separately in accordance with Section 3.
 
A production is considered completed when all Deliverables included in the agreed scope are considered completed in accordance with Section 8 and any other agreed production work has been completed.


 
6. Pricing and Payment
 
Prices shown through VisualGoods.store exclude VAT unless expressly stated otherwise.
 
Applicable VAT is added in accordance with applicable law.
 
Unless otherwise agreed, payment is divided into:
50% advance payment after the Production Agreement has been signed or electronically signed by both parties; and
50% final payment when the production is considered completed in accordance with these Terms.
 
Additional work, expenses and other separately agreed charges may be included in the final invoice or invoiced separately.
 
Payment terms are:
Total production price up to and including €3,000: 7 days
Total production price over €3,000: 14 days
 
If an invoice becomes overdue, the Company may suspend the production until the overdue payment has been received.
 
Any production or delivery schedule affected by such suspension may be adjusted accordingly.
 
Overdue payments are subject to statutory interest for late payment applicable to commercial contracts and applicable collection costs under Finnish law.


 
7. Cancellation and Rescheduling
 
Once the Production Agreement has been signed or electronically signed by both parties, the Customer may not cancel the production without financial responsibility.
 
If the Customer cancels the production, the Customer must pay for all work already performed, all agreed expenses and all non-refundable third-party costs or commitments already incurred. In addition, the Customer must pay a cancellation fee equal to 20% of the total production price stated in the Production Agreement, as adjusted by any changes or additional work agreed in writing before the cancellation.
The cancellation fee compensates the Company for reserving production capacity and for potential work or business opportunities that the Company may have declined because of the production.
 
Work already performed may include, for example:

• planning;

• project and production management;

• creative development;

• scheduling and coordination;

• communication;

• location arrangements;

• crew and equipment arrangements;

• casting; and

• other pre-production work.
   

If the production was sold at a fixed price instead of an hourly or daily rate, the value of work already performed may be determined based on the proportion of the production already completed, the resources used and the Company’s applicable pricing principles.
 
Any advance payment already received will be credited against the amount payable.
 
If the advance payment exceeds the amount payable, the excess will be refunded. If the amount payable exceeds the advance payment, the remaining amount may be invoiced.
 
A Production Agreement may contain production-specific cancellation terms where resources or production capacity have been reserved specifically for that production.
 
Rescheduling
 
If the Customer requests that an agreed filming, photography or other production date be moved, the new date is subject to the Company’s availability.
 
Reasonable additional costs caused by the change may be charged to the Customer.
 
These may include additional project management, crew, equipment, studio, location, travel or other third-party costs.
 
The Company will inform the Customer of such additional costs, or the basis on which they will be calculated, as soon as reasonably possible.
 
If the Company cancels a production for reasons solely attributable to the Company and the production cannot reasonably be rescheduled, any advance payment relating to work not performed or costs not incurred will be refunded.
 
Force majeure situations are covered separately in Section 13.


 
8. Delivery and Completion
 
Deliverables are provided digitally unless otherwise agreed.
 
The applicable product description and Production Agreement define the agreed Deliverables and technical specifications.
 
A Deliverable is considered completed when any one of the following occurs, whichever occurs first:

1. the Customer confirms in writing that no further changes included in the agreed scope are required;

2. the Customer publishes, broadcasts, presents publicly, launches as part of a campaign or otherwise puts the relevant version into use for its intended purpose; or

3. the Company has delivered the relevant version as the final Deliverable after completing the agreed work and included revisions, and the Customer has not notified the Company within 10 business days of any material failure to meet the agreed scope or technical specifications.
    

A request for additional work or changes outside the agreed scope does not prevent a Deliverable from being considered completed.
 
If the Customer publishes, broadcasts, presents publicly, launches as part of a campaign or otherwise puts a Deliverable into use for its intended purpose before the included revision process has otherwise been completed, that Deliverable is considered completed immediately. The Customer is not entitled to any further revisions or changes to that Deliverable under the agreed scope. Any later changes are treated as additional work and may only be carried out if separately agreed in writing.
 
If the Deliverables materially fail to meet the agreed scope or specifications, the Company must first be given a reasonable opportunity to correct the issue.
 
Video and photography are creative services. A Deliverable is considered to meet the agreed requirements when it materially follows the agreed brief, scope, agreed concept and technical specifications. A Deliverable is not considered defective merely because the Customer has a different subjective creative preference.

 
9. Intellectual Property and Customer Usage Rights
 
Customer Materials remain the property of the Customer or the relevant third-party rights holder.
 
Except for Customer Materials and third-party materials, copyright and other intellectual property rights in materials created as part of the production remain with the Company and/or the relevant creators or rights holders unless expressly transferred in writing.
 
The Company will obtain or arrange the rights necessary to grant the Customer the usage rights agreed in the Production Agreement.
 
The Customer’s exact usage rights are defined in the Production Agreement.
 
Unless otherwise agreed, the Customer’s usage rights to a Deliverable become effective when that Deliverable is considered completed in accordance with Section 8.
 
If an invoice relating to the production becomes overdue, the Company may suspend the Customer’s usage rights until all overdue amounts relating to the production have been paid in full.
 
No ownership of copyright or other intellectual property rights is transferred unless expressly agreed in writing.
 
Unless specifically included in the Production Agreement, the Deliverables do not include raw footage, unedited photographs, editing files, project files, source files or other production materials.
 
Productions may also contain third-party materials such as music, stock materials, fonts, artwork or software.
 
The Customer’s rights to such materials are limited by the applicable third-party licence terms. If those licence terms contain a material restriction that affects the usage rights agreed in the Production Agreement, the Company must inform the Customer of that restriction.


 
10. Company Reference Rights
 
Unless otherwise agreed in writing, the Company may use the final Deliverables, reasonable excerpts from them and still images from them as references of its work.
 
This may include use in the Company’s portfolio, case studies, website, social media and own marketing and reference materials.
 
For this purpose, the Customer grants the Company the right to use Customer Materials appearing in the relevant production, including the Customer’s name and logo, to the extent that the Customer has the right to grant such permission.
 
If the Customer commissions a production on behalf of an agency client, end client or another third party, the Customer is responsible for informing the Company in writing of any restriction, prohibition, confidentiality obligation, embargo or other limitation agreed with the agency client, end client or other third party that affects the Company’s reference rights.
 
Any confidentiality restriction, embargo, future launch date or other restriction affecting the Company’s reference use must be communicated to the Company in writing before final delivery or, if the restriction only becomes known later, without undue delay after the Customer becomes aware of it.
 
The Company will comply with such restrictions when they have been communicated before the relevant reference use and will also comply with the confidentiality obligations set out in Section 11.
 
The reference rights described in this Section do not override the rights of identifiable individuals or other third parties.
 
Where separate permission is legally required for the Company’s own marketing or reference use of an identifiable person, that permission must be arranged separately.


 
11. Confidentiality and Production Partners
 
Each party must keep confidential any non-public commercial, technical, production-related or other information received from the other party that is identified as confidential or should reasonably be understood to be confidential.
 
Confidential information may only be used as necessary for the production and the contractual relationship between the parties.
 
The confidentiality obligation does not apply to information that:

• is publicly available without breach of these Terms;

• was lawfully known to the receiving party before it was disclosed;

• is received lawfully from a third party that is not required to keep it confidential;

• is developed independently without using the confidential information; or

• must be disclosed under applicable law or by order of a competent authority.
   

The confidentiality obligation remains in effect for as long as the relevant information remains confidential.
 
The Company may use employees, freelancers, subcontractors and other production partners in carrying out the production.
 
The Company remains responsible to the Customer for the contractual performance of work carried out on its behalf.
 
Customer Materials or confidential information may be shared with production partners only to the extent reasonably necessary to carry out the production.
 
Appropriate confidentiality obligations will be arranged where required.


 
12. Limitation of Liability
 
The Customer is responsible for the decision to publish, distribute or otherwise use the Deliverables and for the context in which they are used.
 
The Company is not liable for public reaction, reputational damage, loss of goodwill, commercial consequences or other consequences resulting from the Customer’s decision to publish, distribute or use the Deliverables, the context in which they are used, Customer Materials, instructions provided by the Customer, or modifications or combinations made by or on behalf of the Customer.
 
The Customer is responsible for its own publication, distribution, modification, combination, context and other use of the Deliverables.
 
If the Customer’s actions, instructions, Customer Materials, modifications, combination, publication, distribution or other use of the Deliverables result in a third-party claim, liability, loss or reasonable cost to the Company, the Customer must indemnify the Company for such claim, liability, loss or cost to the extent that it results from those actions, instructions, Customer Materials or use.
 
To the maximum extent permitted by applicable law, the Company is not liable for indirect, incidental or consequential losses.
 
This includes, in particular, loss of profit, revenue, business opportunity, anticipated savings, goodwill or damage to the Customer’s reputation or brand.
 
To the maximum extent permitted by applicable law, the Company’s aggregate liability arising out of or in connection with a production will not exceed the total production price stated in the Production Agreement, excluding VAT.
 
The Company does not guarantee any specific commercial, marketing, sales, audience, reach, platform or other business result from the Deliverables unless such a result has been expressly guaranteed in the Production Agreement.
 
The limitations in this Section do not apply where the Company has caused the loss intentionally or through gross negligence, or where applicable law does not allow the relevant liability to be limited or excluded.


 
13. Force Majeure
 
Neither party is responsible for a delay or failure to perform caused by circumstances beyond its reasonable control.
 
Depending on the situation, such circumstances may include:

• acts of authorities;

• war or civil disturbance;

• major labour disruption;

• widespread transport disruption;

• natural disasters;

• exceptional weather conditions preventing safe or lawful production;

• widespread power or communications failures;

• serious illness or incapacity of essential production personnel where a reasonable replacement is not available; or

• comparable circumstances beyond the affected party’s reasonable control.
   

The affected party must inform the other party without undue delay and take reasonable steps to reduce the effects of the event.
 
Production and delivery schedules will be extended or rescheduled to the extent reasonably necessary.
 
If a force majeure event continues for more than 60 consecutive days and materially prevents the production from proceeding, either party may terminate the uncompleted part of the Production Agreement in writing.
 
In such a case, the Customer remains responsible for work already performed and reasonable non-refundable third-party costs or commitments already incurred.
 
Any part of an advance payment exceeding the amount properly payable will be refunded.


 
14. Order of Precedence
 
If there is a conflict between documents relating to the production, they apply in the following order:
 

1. the Production Agreement, including any later agreed changes or additional work;

2. any applicable Framework Agreement between the Customer and the Company;

3. these Terms; and

4. the applicable product description and other content on VisualGoods.store.
    

A higher-ranking document overrides a lower-ranking document only to the extent that the two conflict.


 
15. Governing Law and Disputes
 
These Terms, the Production Agreement and the contractual relationship between the parties are governed by the laws of Finland.
 
If a dispute arises, the parties will first seek to resolve it through good-faith negotiations.
 
If the dispute cannot be resolved through negotiations, it will be finally resolved by the Helsinki District Court (Helsingin käräjäoikeus) unless mandatory procedural law requires otherwise.


 
16. Changes to these Terms and General Provisions
 
The version of these Terms applicable to a production is the version provided or made available to the Customer in connection with the relevant order or incorporated into the Production Agreement.
 
The Company may update these Terms from time to time.
 
Updated Terms apply to future orders and do not change an existing Production Agreement unless the parties agree otherwise.
 
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions remain in effect to the extent permitted by applicable law.
 
A failure or delay by either party to exercise a contractual right does not mean that the right has been waived.