General Terms and Conditions
Persona3D B.V. – Baarn, the Netherlands – KvK 90636805
Version 2.0 – effective 4 September 2026 (replaces the version dated 1 July 2024)
Article 1 – Definitions
1.1 In these General Terms and Conditions (the “Terms”) the following capitalised words have the meaning set out below:
a) “Persona3D”: Persona3D B.V., registered with the Dutch Chamber of Commerce, and any affiliated company that declares these Terms applicable.
b) “Client”: any legal entity or natural person acting in the course of a profession or business that enters into, or wishes to enter into, an Agreement with Persona3D.
c) “Agreement”: any agreement between Persona3D and the Client concerning Services, including the accepted quotation, statement of work, project agreement or order confirmation.
d) “Services”: all services provided by Persona3D, including the creation of digital doubles and avatars, MetaHuman and 3D character production, motion and facial capture, real-time XR and virtual-production content, live interactive entertainment experiences, software and platform development, consulting, and all related work.
e) “Deliverables”: the results of the Services that Persona3D delivers to the Client under the Agreement, such as 3D assets, avatars, animations, scenes, builds, software, documentation and recordings.
f) “Background IP”: all intellectual property rights, know-how, tools, engines, pipelines, templates, source code, rigs, shaders, workflows and other materials that Persona3D owned or developed before or independently of the Agreement, or that are of a generic, reusable nature.
g) “Client Materials”: all materials, data, brand assets, footage, scans, likenesses, voices, music and information that the Client provides to Persona3D for the purpose of the Services.
h) “Talent”: any natural person whose likeness, body, face, voice, movement or performance is captured, reproduced or simulated in the Deliverables.
i) “Written” or “in writing”: including e-mail and other electronic communication that is reproducible.
Article 2 – Applicability
2.1 These Terms apply to all quotations, offers, Agreements and Services of Persona3D, and to all legal relationships arising from them, unless the parties have expressly agreed otherwise in writing.
2.2 The Client’s own general (purchasing) terms and conditions are expressly rejected and do not apply, even if the Client has referred to them and Persona3D has not expressly objected.
2.3 These Terms are intended for business-to-business relationships. Persona3D does not offer its Services to consumers.
2.4 If any provision of the Agreement conflicts with these Terms, the provision of the Agreement prevails. If any provision of these Terms is void, voidable or otherwise unenforceable, the remaining provisions remain in full force and the parties will replace the affected provision with a valid provision that approximates its purpose as closely as possible (Article 3:42 of the Dutch Civil Code).
2.5 These Terms have been made available to the Client before or at the conclusion of the Agreement and can be consulted and downloaded at any time from Persona3D’s website. Persona3D will send a copy free of charge on request.
2.6 These Terms may be translated. In the event of any discrepancy between the English version and a translation, the English version prevails.
Article 3 – Quotations and Formation of the Agreement
3.1 All quotations and offers of Persona3D are without obligation and valid for thirty (30) days from their date, unless stated otherwise. A quotation is based on the information provided by the Client at the time; if that information proves incomplete or incorrect, Persona3D may adjust the quotation.
3.2 An Agreement is concluded when the Client accepts a quotation in writing, when Persona3D confirms an order in writing, or when Persona3D starts performing the Services at the Client’s request.
3.3 Obvious errors, clerical mistakes and indicative prices, dates or estimates in a quotation do not bind Persona3D.
3.4 Persona3D may make the conclusion or continuation of an Agreement dependent on a credit check, an advance payment or other security.
Article 4 – Performance of the Services
4.1 Persona3D will perform the Services with the care, skill and expertise that may be expected of a professional XR and digital-content studio. Unless a specific result is expressly guaranteed in writing, all obligations of Persona3D are best-efforts obligations (inspanningsverplichtingen) and not obligations to achieve a particular result.
4.2 Persona3D determines the methods, tools, software, engines and personnel used to perform the Services, provided the agreed specifications are met. Persona3D may engage subcontractors and freelancers; Persona3D remains responsible for the Services towards the Client.
4.3 Agreed delivery dates and time schedules are indicative unless expressly agreed in writing as firm deadlines. Exceeding an indicative date does not constitute a default and does not entitle the Client to damages or termination. If a firm deadline is at risk, Persona3D will inform the Client without delay.
4.4 The Client will provide, in time and free of charge, all Client Materials, information, decisions, approvals, access and cooperation reasonably required for the Services. The Client warrants that the Client Materials are accurate, complete, virus-free and that it is entitled to provide them for the intended use.
4.5 If the Client fails to provide the required cooperation, or if the performance is delayed by circumstances attributable to the Client, Persona3D may suspend the Services, adjust the planning and charge the resulting additional costs and hours at its then-current rates.
4.6 Persona3D is entitled to use generative AI and machine-learning tools in its production pipeline. Persona3D will not input the Client’s confidential information or Talent data into third-party AI services that use such input for training purposes without the Client’s consent.
Article 5 – Changes and Additional Work
5.1 Changes to the agreed scope, specifications, planning or Deliverables requested by the Client, and work that becomes necessary due to incomplete or changed Client Materials or instructions, constitute additional work (meerwerk).
5.2 Persona3D will inform the Client of the consequences of a change for price and planning before carrying it out, where reasonably possible. Additional work is charged at Persona3D’s then-current rates unless a fixed price has been agreed for the change.
5.3 The Client accepts that changes may affect the delivery dates and the coherence of the Deliverables. Persona3D is not obliged to accept a change request.
Article 6 – Delivery, Acceptance and Revisions
6.1 Deliverables are delivered digitally, by upload, download link, repository access or deployment to an agreed platform, unless otherwise agreed.
6.2 Unless otherwise agreed, each Deliverable includes two (2) rounds of revisions within the agreed scope. Further revisions, and revisions that fall outside the approved concept, storyboard or specification, are additional work.
6.3 The Client will inspect each Deliverable and notify Persona3D in writing of any defects, with a sufficiently detailed description, within ten (10) business days after delivery. If no such notification is received within that period, or if the Client puts the Deliverable into productive or public use, the Deliverable is deemed accepted.
6.4 Persona3D will remedy reported defects that are attributable to Persona3D within a reasonable period and free of charge. Minor defects that do not materially prevent the intended use do not entitle the Client to withhold acceptance or payment.
6.5 Deliverables are provided in the file formats agreed in the Agreement. Editable source files, project files, rigs, raw capture data and engine projects are not part of the Deliverables unless expressly agreed and paid for.
Article 7 – Fees, Invoicing and Payment
7.1 Fees are as stated in the Agreement. All amounts are in euros and exclusive of VAT, other government levies, travel and accommodation costs, licence fees for third-party software or assets, and other out-of-pocket expenses, unless expressly stated otherwise.
7.2 Unless otherwise agreed, Persona3D invoices as follows: fifty percent (50%) of the agreed fee upon conclusion of the Agreement and the remainder upon delivery; for projects longer than six (6) weeks or above EUR 25,000, in monthly instalments or against agreed milestones. Work on a time-and-materials basis is invoiced monthly.
7.3 Invoices are payable within thirty (30) days of the invoice date, without any deduction, discount, suspension or set-off, unless the Client is entitled to set-off under mandatory law.
7.4 If the Client does not pay within the payment term, the Client is in default by operation of law without any notice being required. From the due date the Client owes the statutory commercial interest (wettelijke handelsrente, Article 6:119a of the Dutch Civil Code) on the outstanding amount, plus all extrajudicial collection costs in accordance with the Decree on Compensation for Extrajudicial Collection Costs (Besluit vergoeding voor buitengerechtelijke incassokosten), with a minimum of EUR 40, and the actual judicial costs if the matter goes to court.
7.5 Persona3D may suspend the Services, withhold Deliverables and suspend any licence granted for as long as any invoice is overdue, without being liable for the consequences.
7.6 Persona3D may adjust its hourly and daily rates annually with effect from 1 January, and may pass on cost increases imposed by third-party licensors. Persona3D will notify the Client at least one (1) month in advance.
7.7 Any objection to an invoice must be submitted in writing within fourteen (14) days of the invoice date and does not suspend the Client’s payment obligation for the undisputed part.
Article 8 – Intellectual Property
8.1 All intellectual property rights in the Background IP remain the exclusive property of Persona3D or its licensors. Nothing in the Agreement transfers or licenses the Background IP to the Client, except as embedded in the Deliverables to the extent necessary for their agreed use.
8.2 Subject to full payment of all amounts due under the Agreement, Persona3D grants the Client a non-exclusive, non-transferable, non-sublicensable licence to use the Deliverables for the purpose, media, territory and term described in the Agreement. If the Agreement does not specify this, the licence is limited to the Client’s own internal and promotional use for the project for which the Deliverables were created, worldwide, for the duration of the intellectual property rights.
8.3 Any transfer of intellectual property rights in Deliverables to the Client requires an express written agreement (deed) and applies only to the project-specific elements identified in it, and never to the Background IP. Persona3D remains entitled to use the underlying techniques, knowledge and generic components for other clients.
8.4 Unless agreed otherwise in writing, the Client is not permitted to (a) modify, adapt, decompile, reverse-engineer or create derivative works of the Deliverables; (b) sell, rent, sublicense, distribute or make the Deliverables available to third parties; (c) use the Deliverables, or any 3D model, avatar or voice contained in them, to train, fine-tune or benchmark artificial-intelligence or machine-learning models; or (d) remove any copyright notices or credits.
8.5 Deliverables may contain third-party components, such as game engines (including Unreal Engine), middleware, plug-ins, fonts, stock assets, music and open-source software. Such components are subject to the licence terms of the relevant licensor, which the Client accepts and will comply with. Persona3D will inform the Client of any third-party licence that requires action or payment by the Client.
8.6 Persona3D is entitled to mention the Client and the project in its portfolio, website, showreel, award submissions and other promotional materials, and to show non-confidential excerpts of the Deliverables for that purpose, unless the Client objects in writing at the time of concluding the Agreement or the Agreement expressly provides otherwise.
8.7 Persona3D and its creators retain their moral rights (persoonlijkheidsrechten) under Article 25 of the Dutch Copyright Act, to the extent these can lawfully be retained; Persona3D will not exercise these rights in a manner that unreasonably prevents the Client’s agreed use of the Deliverables.
Article 9 – Talent, Likeness Rights and Personal Data
9.1 Where the Services involve the capture, reproduction, animation or simulation of the likeness, face, body, voice, movement or performance of any Talent, the Client warrants that it has obtained, and will maintain, all consents, releases and licences from that Talent (and, where applicable, from their agents, unions, estates or rights holders) that are required for the capture and for every intended use of the resulting Deliverables, including any use of the Talent’s portrait rights (portretrecht) and, where relevant, explicit consent for the processing of biometric data.
9.2 The Client indemnifies Persona3D against all claims by Talent or third parties relating to the use of a likeness, voice or performance in the Deliverables, except to the extent the claim is caused by Persona3D’s use of the Deliverables outside the scope agreed with the Client.
9.3 Persona3D will not use Talent data, scans or digital doubles for any purpose other than performing the Agreement, unless the Talent and the Client have expressly agreed otherwise in writing.
9.4 To the extent Persona3D processes personal data (including scan data, facial and body capture, voice recordings and biometric templates) on behalf of the Client, Persona3D acts as processor and the Client as controller within the meaning of the General Data Protection Regulation (GDPR/AVG). The parties will conclude a data processing agreement in accordance with Article 28 GDPR; in the absence of a separate agreement, Persona3D’s standard data processing agreement applies. Persona3D will implement appropriate technical and organisational security measures, and will delete or return the personal data after completion of the Services, unless retention is required by law or agreed for maintenance purposes.
9.5 Where Persona3D acts as independent controller (for example for its own business contacts), it processes personal data in accordance with its privacy statement.
Article 10 – Confidentiality
10.1 Each party will keep confidential all information of the other party that is marked confidential or that a reasonable person would consider confidential, including concepts, formats, technology, pricing, Talent data, unreleased content and business information. This obligation does not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known to it, or must be disclosed under a legal or court order.
10.2 Confidential information may only be used for the purpose of the Agreement and may only be disclosed to employees, subcontractors and advisers who need to know it and are bound by equivalent confidentiality obligations.
10.3 This Article applies during the Agreement and for five (5) years after its termination; for trade secrets, it applies for as long as the information qualifies as a trade secret.
Article 11 – Live Events and Interactive Experiences
11.1 For live, on-site or broadcast experiences, the Client is responsible for the venue, stage, safety, permits, public liability, audience management, power supply, internet connectivity and any hardware or infrastructure not expressly provided by Persona3D, unless otherwise agreed.
11.2 Real-time and interactive experiences depend on hardware, networks, third-party platforms, streaming services and audience devices that Persona3D does not control. Persona3D does not guarantee uninterrupted or error-free operation of such experiences and is not liable for interruptions caused by such third-party elements.
11.3 Where Persona3D provides equipment, the Client is responsible for its safekeeping from delivery to the venue until collection, and will reimburse loss or damage not caused by Persona3D.
11.4 Cancellation or postponement of an event by the Client entitles Persona3D to payment of all work performed and costs incurred up to that moment, plus the following percentage of the remaining agreed fee: 25% if cancelled more than 30 days before the event, 50% between 30 and 14 days, and 100% within 14 days before the event, unless otherwise agreed.
Article 12 – Warranties and Disclaimers
12.1 Persona3D warrants that the Services will be performed in a professional manner in accordance with the Agreement and generally accepted industry standards, and that, to the best of its knowledge, the Deliverables created by Persona3D do not infringe the intellectual property rights of third parties in the Netherlands.
12.2 Persona3D does not warrant that the Deliverables are free of errors, that they will operate without interruption on all hardware, platforms or software versions, or that they will be compatible with future updates of third-party engines or platforms. Persona3D will make commercially reasonable efforts to remedy defects reported in accordance with Article 6.
12.3 The warranty in Article 12.1 does not apply to defects caused by Client Materials, by modifications made by anyone other than Persona3D, by use outside the agreed scope, or by third-party components.
12.4 Except as expressly set out in these Terms, all other warranties, express or implied, are excluded to the maximum extent permitted by law.
Article 13 – Liability
13.1 Persona3D’s total liability towards the Client for damage arising from or in connection with the Agreement, whether in contract, tort or otherwise, is limited to compensation of direct damage up to the amount of the fees (excluding VAT) paid by the Client under the relevant Agreement in the twelve (12) months preceding the event giving rise to the claim, and in any event to a maximum of EUR 100,000 per event, with a series of related events counting as one event. If Persona3D’s liability insurance pays out a higher amount in a given case, liability is limited to that amount.
13.2 Direct damage means exclusively (a) the reasonable costs the Client would have had to incur to have Persona3D’s performance conform to the Agreement; (b) reasonable costs of determining the cause and extent of the damage; and (c) reasonable costs incurred to prevent or limit direct damage.
13.3 Persona3D is not liable for indirect or consequential damage, including loss of profit, loss of revenue, loss of goodwill, loss of business opportunity, loss of or damage to data, reputational damage, damage resulting from claims by the Client’s customers or audience, and damage resulting from the use of the Deliverables outside the agreed scope.
13.4 The limitations in this Article do not apply to the extent the damage is caused by intent (opzet) or deliberate recklessness (bewuste roekeloosheid) of Persona3D’s management, or where liability cannot be limited under mandatory law.
13.5 Persona3D’s liability for a shortcoming in the performance of the Agreement only arises after the Client has given Persona3D written notice of default, granting a reasonable period to remedy the shortcoming, and Persona3D remains in default after that period.
13.6 Any claim for damages against Persona3D lapses if the Client has not notified Persona3D in writing within sixty (60) days after discovering the damage, and in any event if legal proceedings are not commenced within twelve (12) months after the event giving rise to the claim.
13.7 The Client indemnifies Persona3D against all third-party claims arising from Client Materials, the Client’s use of the Deliverables, the Client’s breach of the Agreement, and any content, message, brand or Talent that the Client has requested Persona3D to include in the Deliverables.
Article 14 – Force Majeure
14.1 Neither party is obliged to perform any obligation (other than a payment obligation) if it is prevented from doing so by force majeure (overmacht) within the meaning of Article 6:75 of the Dutch Civil Code. For Persona3D, force majeure includes in any event: failures of internet, power, cloud, streaming or telecommunication services; failures, outages, licence changes or discontinuation of third-party engines, platforms, software or hardware; cyber-attacks; strikes; illness of key personnel; failures of suppliers or subcontractors; government measures; pandemics; fire; extreme weather; and cancellation or closure of venues.
14.2 During force majeure the obligations of the affected party are suspended. If force majeure lasts longer than sixty (60) consecutive days, either party may terminate the Agreement in writing for the part not yet performed, without any obligation to pay damages. Persona3D is entitled to payment for the part of the Services performed before termination.
Article 15 – Term, Suspension and Termination
15.1 An Agreement for a specific project ends when the Services have been completed and paid for. An Agreement for continuing services (such as hosting, maintenance, licences or support) is entered into for the initial term stated in the Agreement and is thereafter tacitly renewed for successive periods of twelve (12) months, unless terminated by either party in writing with a notice period of at least three (3) months before the end of the current term.
15.2 Either party may terminate (ontbinden) the Agreement in writing with immediate effect if the other party (a) commits a material breach that is not remedied within thirty (30) days after written notice of default; (b) is declared bankrupt, applies for suspension of payments, is dissolved or ceases its business; or (c) becomes subject to seizure of a substantial part of its assets.
15.3 The Client may cancel a project Agreement before completion only with Persona3D’s written consent. In that case the Client owes the fee for all work performed and costs incurred up to the cancellation date, the costs of third-party commitments that cannot be cancelled, and a cancellation fee of twenty-five percent (25%) of the remaining agreed fee, without prejudice to Persona3D’s right to claim its actual damage if higher.
15.4 Upon termination for whatever reason, all amounts owed to Persona3D become immediately due and payable. Services already performed and Deliverables already delivered are not undone (no restitution), and any licence to Deliverables that have not been paid for in full ends automatically.
15.5 Articles 7, 8, 9, 10, 13, 15.4, 16 and 17 and any other provision that by its nature is intended to survive, remain in force after termination.
Article 16 – Non-Solicitation
16.1 During the Agreement and for twelve (12) months after its termination, the Client will not, without Persona3D’s prior written consent, directly or indirectly employ or engage any employee, freelancer or subcontractor of Persona3D who was involved in the Services. In the event of a breach, the Client owes Persona3D an immediately payable penalty equal to six (6) months’ gross remuneration of the person concerned, without prejudice to Persona3D’s right to claim its actual damage.
Article 17 – General Provisions
17.1 Persona3D may amend these Terms. Amended Terms apply to Agreements concluded after the amendment and, for continuing Agreements, thirty (30) days after the Client has been notified in writing. If the amendment materially disadvantages the Client, the Client may terminate the continuing Agreement in writing before the amendment takes effect.
17.2 The Client may not assign or transfer its rights and obligations under the Agreement to a third party without Persona3D’s prior written consent. Persona3D may transfer the Agreement, or its rights and obligations under it, to an affiliated company or in the context of a transfer of its business.
17.3 Notices under the Agreement must be given in writing to the contact details stated in the Agreement.
17.4 The Agreement, including these Terms and the documents referred to in it, constitutes the entire agreement between the parties on its subject matter and supersedes all prior proposals, agreements and understandings, whether written or oral.
17.5 A failure or delay by either party in exercising any right does not constitute a waiver of that right.
Article 18 – Governing Law and Disputes
18.1 These Terms and all Agreements, as well as all non-contractual obligations arising from or in connection with them, are governed exclusively by the laws of the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
18.2 The parties will first attempt to resolve any dispute through consultation between their management. Any dispute that is not resolved within thirty (30) days will be submitted exclusively to the competent court of the District Court of Central Netherlands (Rechtbank Midden-Nederland), location Utrecht, without prejudice to Persona3D’s right to bring proceedings before the court competent for the Client’s domicile or to apply for interim relief.
Persona3D B.V. · Baarn, the Netherlands · Version 2.0, 4 September 2026