Terms of Use

1. Subject matter and scope

These Terms of Use govern access to and use of the Visualnet platform (hereinafter, the "Platform"), owned by Production Lifecycle Management, S.L. (hereinafter, "Visualnet" or "the Company"), a Spanish company with registered office in Barcelona and tax identification number B65356727.

The Platform is a professional service aimed at the film and television production industry, comprising:

• the international Directory of audiovisual production service suppliers;
• the procurement module, requests for offer and documentary traceability;
• the Framework Agreement programme for Studios, Broadcasters and Audit Firms.

2. Definitions

For the purposes of these Terms, the following terms shall have the meaning set forth below:

• Production Company: company or professional engaged in film or television production that creates Projects on the Platform and issues Requests for Offer through it.
• Production Manager: operational user designated by the Production Company to manage the procurement of a Project on the Platform.
• Supplier: company or professional engaged in the provision of services or supply of goods for audiovisual production, registered in the Visualnet Directory and eligible to receive invitations to participate in Requests for Offer.
• Framework Agreement Client: Studio, television Broadcaster or Audit Firm operating with Visualnet under a bilateral framework agreement.
• Project: specific audiovisual production created by a Production Company on the Platform.
• Request for Offer: procurement act by which the Production Company, through its Production Manager, invites the Suppliers that meet the criteria of the Request (section 4) to submit a financial offer for the provision of a given service or supply.
• Procurement File: document that the Platform generates for a Project in the Pre-production phase, covering its closed Requests for Offer, in the cases set out in section 10.1, electronically signed with an advanced electronic signature based on a qualified FNMT-RCM certificate, in PAdES-B-LTA format, and with a qualified time stamp, with self-standing evidential value under Article 41.2 of Regulation (EU) 910/2014 (eIDAS Regulation).
• Audit Trail: record, chained by means of SHA-256 cryptographic hashes, of every action carried out on the Platform, over which the user account under which the Platform operates holds no update or delete permissions, retained for a minimum period of seven years.
• Wallet: prepaid balance of the Production Company on the Platform, denominated in euros, against which the operational items published in the current pricing regime are charged.
• Aggregated Data: the statistics, indices, benchmarks, metrics and other derived information that Visualnet generates from the operation of the Platform, aggregated and anonymised in such a way that it does not identify, nor allow the identification of, directly or indirectly, a Production Company, a Supplier in relation to a specific offer, a specific Project, a Framework Agreement Client or any natural person.
• Project jurisdictional regime: the tax and budgetary framework under which the Project operates on the Platform, as set out in section 4.2.

3. Registration and access

3.1 Account types

The Platform operates with the following user profiles:

• Production Company account. Allows the creation of Projects, the issuance of Requests for Offer, the award of contracts and the download of Procurement Files.
• Supplier account. Allows the maintenance of the company profile in the Directory, the receipt of invitations to Requests for Offer and the submission of financial offers.
• Framework Agreement account (Studio, Broadcaster or Audit Firm). Access to a private supervision panel, with specific conditions set out in the bilateral framework agreement.

3.2 Registration requirements

Registration is reserved for natural persons aged 18 or over acting in the course of their professional or business activity. The Production Company must complete the details of its entity — company name, tax identifier, address and telephone number — before creating its first Project. The Platform does not verify users' email addresses or check the existence or ownership of the tax identifier they enter, whose accuracy is the users' responsibility under sections 7 and 8.

3.3 Access credentials

The user is solely responsible for the confidentiality of their credentials. Visualnet recommends enabling the two-factor authentication available on the Platform. The Company shall not be liable for damages arising from unauthorised use of the credentials where the user has not reported their loss, theft or suspected misuse within a reasonable period from becoming aware of it.

4. Description of the procurement service

The Visualnet procurement service allows the Production Company, through its Production Manager, to:

• create Projects classified by phase — Development or Pre-production —, which operate under the jurisdictional regime available on the Platform (section 4.2);
• issue Requests for Offer, to which the Platform invites companies in the Directory according to objective criteria of the Platform (activity, country of shooting and status of the company in the Directory), together with the preferred Suppliers designated by the Production Manager;
• receive, compare and award offers, with automatic generation of a market benchmark;
• obtain the electronically signed Procurement File of each Project in the Pre-production phase, as set out in section 10.1.

4.1 Project phases

Requests for Offer published in the Development phase are indicative in nature, do not give rise to contractual obligations between the parties and are offered as a market exploration tool for the preparation of preliminary budgets.

Requests for Offer published in the Pre-production phase are binding on the Production Company and the awarded Supplier on the terms of the accepted offer and, once closed, are included in the Procurement File of the Project.

4.2 Project jurisdictional regime

The Platform operates with the official budget model of the Spanish Instituto de la Cinematografía y de las Artes Audiovisuales (ICAA), which applies to all Projects and from which the budget line proposed for each Request for Offer is taken.

It is for the Production Company to check that this model is appropriate for the submission it intends to make of its Project, and it is responsible for the use it makes of the Procurement File before the recipient body. The Platform does not determine the regime applicable to the Project or the tax eligibility of any expense.

4.3 Artificial intelligence assistant

The Platform incorporates an artificial-intelligence-based assistant aimed at the Production Manager. The assistant suggests improvements to the technical drafting of Requests for Offer, answers the Production Manager's queries and reviews the Request before it is published. It plays no part in determining the invited Suppliers, which results from the rules in section 4. The assistant is provided through an external language-model provider, as described in the Privacy Policy. Its suggestions do not constitute professional advice, do not bind Visualnet and are reviewed and accepted — or discarded — by the user under their sole responsibility.

5. Integrity of the competitive process

Visualnet guarantees, as an essential element of the service, compliance with the following integrity rules in respect of every Request for Offer processed on the Platform:

• Suppliers invited to a Request for Offer do not have access, at any time, to the offers submitted by other Suppliers;
• the Production Manager of the Production Company does not have access to the financial content of the offers until the closing of the pre-set submission deadline;
• the price offered by a Supplier is established exclusively by that Supplier; the Production Company may only accept or reject the submitted offer, with no possibility of unilateral modification of the amount;
• the offer submission deadline cannot be changed once the Request for Offer has been published;
• the market benchmark is presented in aggregated and anonymous form, without individual identification of the participating Suppliers;
• Visualnet may analyse the data of the competitive process — including the identity of the users taking part in it — for the purpose of detecting, preventing and investigating conduct that compromises the integrity of Requests for Offer. This analysis is carried out by means of indicators which, in all cases, are subject to human review before any consequence is drawn, and no decision producing effects on the user is taken on a solely automated basis.

These rules are an essential condition of the service and are not subject to agreement to the contrary.

6. Financial regime

6.1 Organic Model — Production Companies

Registration of Suppliers in the Directory is free of charge.

Operational access to the Platform by the Production Company requires a minimum initial deposit in the Wallet in accordance with the pricing schedule published at https://visualnet.com/productoras at the time of Project registration.

Operational charges — initial deposit, charges per Request for Offer, Tech Fee and, where applicable, minimums per Project — are governed by the pricing schedule published at the address indicated in the preceding paragraph on the date of Project creation, which shall prevail for the duration of the Project. Pricing modifications apply only to Projects created after their entry into force.

Payment is charged against the Wallet balance, which may be topped up by credit card through the certified payment provider Stripe. The Platform shall block the publication of new Requests for Offer where the Wallet balance is insufficient to cover the anticipated charge.

6.2 Framework Agreements — Studios, Broadcasters and Audit Firms

The incorporation of a client into the Framework Agreement programme is formalised by means of a bilateral contract between the Company and the client. The financial conditions, service levels, scope of use, cobranding conditions, billing cycle and other material terms are established exclusively in that contract, which shall prevail over these Terms to the extent of any inconsistency.

The financial conditions of the Framework Agreement programme are confidential and are negotiated individually with each client.

6.3 Refunds

Published Requests for Offer are non-refundable, insofar as the service of notifying the eligible universe of Suppliers, the opening of the competitive process and the generation of the Audit Trail are executed irreversibly at the time of publication.

Unused Wallet balance may be refunded upon the Production Company's express written request, subject to application of the published processing fees and payment commissions.

7. Production Company obligations

The Production Company undertakes to:

• use the Platform exclusively for legitimate procurement in the exercise of its professional audiovisual production activity;
• provide truthful, up-to-date and complete information at registration and throughout its activity on the Platform, in particular regarding the entity's tax identification, the jurisdictional regime of each Project, the financial data of the award and the outcome of the process;
• not publish fictitious or speculative Requests for Offer, or Requests for Offer whose subject matter does not correspond to a genuine intention to contract goods or services of audiovisual production;
• not use the Platform to generate documentary evidence of competitive processes whose award decision has been adopted outside the system;
• not coordinate with invited Suppliers — either directly or through third parties — in order to artificially alter the outcome of the competitive process, inflate the market benchmark or simulate competition between related parties;
• not attempt to access data or functionalities for which it does not hold express authorisation;
• comply with the applicable regulations on procurement, data protection, competition, prevention of money laundering and international sanctions. The Production Company declares, upon registration, that it is not subject to international sanctions (EU, OFAC) and does not act on behalf of persons or entities subject thereto;
• include a mention of Visualnet in the final credits of any audiovisual work whose services contracting has been managed, in whole or in part, through Visualnet. The mention shall conform to the following format — or its localised equivalent in the language of the work's credits:

  Procurement managed through Visualnet · visualnet.com

  The mention shall appear in the final technical credits section or institutional acknowledgements, in a visible location and with typographic size equivalent to that of other platforms, technologies or technical services credited. Where the Production Company submits the production to tax incentive bodies, financiers, distributors or festivals, it may additionally reference the use of the Platform in the technical press book (EPK) and in the cost documentation submitted to the body. The unjustified omission of the mention constitutes a contractual breach which entitles Visualnet to suspend access to the Platform and to claim from the Production Company damages arising from the loss of institutional visibility;
• not interfere with the technical operation of the Platform nor introduce malicious code, unauthorised scripts or automated tools for mass data extraction.

8. Supplier obligations

The Supplier undertakes to:

• provide and keep updated the information of its Directory profile, including tax identification, taxonomy of activities and contact data;
• submit real, individualised offers formulated to its best professional judgment, without coordination with other Suppliers invited to the same Request for Offer;
• where awarded, comply with the financial and technical terms of the submitted offer;
• respect the confidentiality of the process and not disclose to third parties the content of the Requests for Offer received or of the offers submitted;
• not attempt to identify other Suppliers invited to the same Request for Offer nor obtain information about their offers.

9. Confidentiality and data protection of the process

The amounts, conditions and data contained in the offers submitted in a Request for Offer are confidential, to the extent provided for in this section.

Visualnet guarantees that:

• Suppliers do not have access, at any time, to the offers of competing Suppliers in the same process;
• the market benchmark is presented in aggregated and anonymous form;
• the individualised data of the offers are visible to the Production Manager of the Project and the authorised users of the Production Company. The identity of the bidder, the amount and the submission date of each offer, whether awarded or not, are included in the Procurement File, whose purpose is to document the competition in the process;
• auditors with access to the Project — the project auditor invited by the Production Company and the auditors assigned within the framework of a Framework Agreement — have read-only access to the information of the process, including the identity of the bidder, the amount and the submission date of the offers, whether awarded or not. They do not have access to the line-item breakdown, the notes or the documents attached to the offers.

10. Procurement File and Audit Trail

10.1 Nature and evidential value of the Procurement File

Visualnet generates the Procurement File of a Project in the Pre-production phase, covering its closed Requests for Offer, at the request of the Production Company or of an auditor with access to the Project and, in Projects under the organic model, automatically upon the closing of the Project. Each issuance constitutes a separate copy, signed and time-stamped at the moment it is generated. The Procurement File is signed with an advanced electronic signature based on a qualified legal representative certificate of Production Lifecycle Management, S.L., issued by the FNMT-RCM, in PAdES-B-LTA format, in accordance with Regulation (EU) 910/2014 (eIDAS Regulation), and incorporates a qualified time stamp issued by a qualified provider listed on the European Union trusted list.

Article 41.2 of the eIDAS Regulation presumes the accuracy of the date and time indicated by the qualified time stamp and the integrity of the data to which they are bound; in Spain, Article 326.4 of the Civil Procedure Act (LEC) governs the evidence of electronic documents signed with qualified trust services. The presumption extends to the fact that the Procurement File existed on that date and has not been modified since. The Procurement File may be submitted as documentary evidence of the procurement competitive process documented therein, whether or not it is accompanied by an additional professional report.

10.2 Relationship with professional audit engagements

The Procurement File may serve as the documentary substrate on which an auditor registered in the Spanish Official Registry of Account Auditors (ROAC), or the equivalent professional in other jurisdictions, may, where applicable, perform the agreed-upon procedures of an engagement in accordance with the International Standard on Related Services (ISRS) 4400 — as adopted in Spain by the ICAC from the ISRS 4400 issued by the IAASB — or equivalent standards.

For these purposes, it is expressly stated that:

• Visualnet is not an auditor and is not registered with the ROAC;
• Visualnet does not issue ISRS/NISR 4400 reports nor any assurance reports of any nature;
• the issuance of an ISRS/NISR 4400 report on the Procurement File, where applicable, is the responsibility of an independent professional, external to Visualnet, acting under their own professional responsibility, pursuant to the engagement received directly from the end client;
• the Procurement File retains its self-standing evidential value under eIDAS regardless of whether or not it is accompanied by an additional professional report.

10.3 Audit Trail and retention

Every action on the Platform generates a record chained by means of an SHA-256 cryptographic hash to the preceding record. The cryptographic chaining and the gapless sequential number allow independent verification that the recorded content of an event has not been altered and that none has been deleted. In addition, the user account under which the Platform operates holds no update or delete permissions over those records, and the database rejects any attempt to modify, delete or truncate them. Records are retained for a minimum period of seven (7) years from the date of creation, in line with the general tax limitation periods applicable in the European Union.

10.4 Export and portability

The Production Company may download at any time, during the validity of its account, the Procurement File of each of its Projects in signed PDF format and a summary of its Requests for Offer in CSV format. After the termination of the relationship, Visualnet will provide it, at its request and for ninety (90) days, with the Procurement File of each of its Projects in signed PDF format.

11. Intellectual and industrial property

The set of contents, designs, software, databases and functionalities of the Platform is the exclusive property of Production Lifecycle Management, S.L., or has been licensed to the Company, and is protected by Spanish and international legislation on intellectual and industrial property.

Use of the Platform does not confer on the user any intellectual property rights over it. Reproduction, distribution, transformation or public communication of any element of the Platform without prior written authorisation is expressly prohibited.

Content uploaded by the user to the Platform — company descriptions, documentation attached to Requests for Offer and offers — remains the property of the user. The user grants Visualnet a non-exclusive, royalty-free, worldwide licence, limited to the scope and duration necessary for the provision of the service, to store, process and display such content.

The user further grants Visualnet a non-exclusive, royalty-free, worldwide and irrevocable licence to use the transactional and operational data generated on the Platform — including, by way of example, the data of Requests for Offer, offers and awards — for the purpose of generating Aggregated Data intended for the preparation and maintenance of the market benchmark that the Platform itself incorporates, and for the improvement and development of the service.

The Aggregated Data so generated is the exclusive property of Visualnet and does not constitute confidential information of the user. Its generation is always carried out in aggregated and anonymised form, without the possibility of individual identification of the contributing user.

Certain technologies of the Platform are the subject of pending patent applications before the USPTO (U.S. Patent Application Nos. 64/036,591, 64/036,620 and 64/043,957). Any reverse engineering, decompilation, copying or unauthorised exploitation of such technologies is expressly prohibited.

12. Liability

Visualnet acts as a technological intermediary and is not a party to the commercial transactions that arise from the use of the Platform. Accordingly, Visualnet shall not be liable for:

• breach of the agreements reached between Production Companies and Suppliers through the Platform;
• the accuracy, quality or suitability of the services offered by the Suppliers;
• award decisions adopted by the Production Companies;
• service interruptions arising from force majeure, cyberattacks or failures in third-party infrastructure.

The total accumulated liability of Visualnet to a user shall not, in any event, exceed the amount actually paid by that user to Visualnet in the twelve (12) months immediately preceding the event giving rise to liability.

The foregoing is without prejudice to liabilities which, under mandatory applicable law, cannot be subject to limitation.

13. Data protection

The processing of personal data associated with the use of the Platform is governed by Visualnet's Privacy Policy, which forms an integral part of these Terms.

Visualnet acts as Data Controller in respect of the data of registered users, and as Data Processor in respect of personal data of third parties that the user incorporates into the Platform in the context of its Projects and Requests for Offer.

Visualnet additionally processes the personal data of the users taking part in the competitive process for the purpose of safeguarding the integrity of the process and preventing fraud, on the legal basis and with the safeguards described in the Privacy Policy.

14. Term, suspension and termination

The contractual relationship between Visualnet and the user has an indefinite term from the activation of the account, without prejudice to the specific conditions agreed in the Framework Agreements.

Either party may terminate it at any time, without prejudice to obligations already incurred. The user may request the cancellation of their account by email to legal@visualnet.com.

Visualnet reserves the right to suspend or cancel the access of any user who breaches these Terms, with prior notice where circumstances permit. In cases of fraudulent, abusive or illegitimate use — including, in particular, breach of the obligations set out in sections 7.c, 7.d and 7.e — the suspension may be immediate.

Upon cancellation of the account, Visualnet will provide the user, upon request and for ninety (90) days, with the Procurement Files of their Projects in accordance with section 10.4. After that period, the data shall be retained solely in the Audit Trail for the period legally required to deal with any claims — a minimum of seven (7) years — and shall thereafter be deleted or anonymised in accordance with the Privacy Policy.

The deletion, return or anonymisation of data provided for in this section shall not extend to the Aggregated Data already generated in accordance with section 11. Visualnet's faculty to retain and exploit the Aggregated Data survives the termination of the contractual relationship and is not affected by the cancellation of the user's account.

15. Modification of the Terms

Visualnet may modify these Terms at any time. Modifications shall be notified to registered users at least thirty (30) days in advance of their entry into force, by email to the registered address and by notice on the Platform itself.

Continued use of the Platform after the entry into force of the modified Terms implies their acceptance. A user who does not accept the modification may request the cancellation of their account before the entry into force, free of charge, with the rights provided for in sections 10.4 and 14.

16. Applicable law and jurisdiction

These Terms are governed by Spanish law.

For the resolution of any dispute arising from the interpretation, performance or compliance with these Terms, the parties, expressly waiving any other forum to which they might be entitled, submit to the jurisdiction of the Courts and Tribunals of the city of Barcelona.

17. Contact

For any query concerning these Terms:

Production Lifecycle Management, S.L.
Email: legal@visualnet.com