GENERAL TERMS AND CONDITIONS

General terms and conditions of Filmdudes UG (haftungsbeschränkt) (hereinafter “FD”)

§ 1 Conclusion of contract

Only these terms and conditions apply to contracts with FILMDUDES. Offers from FILMDUDES in brochures, advertisements, etc. are subject to change and non-binding — including with regard to the price information — unless an express binding guarantee is given. Additional oral agreements are ineffective. Amendments to the conditions, including this written form clause, must be made in writing. Compliance with a performance deadline depends on timely self-delivery.

§ 2 Scope of services

FD provides its services in accordance with the customer's wishes and specifications. In the event of a significant change in FD's contractual obligations for the purpose of adapting to the needs of the customer, FD may charge the customer for the necessary additional expenses. This also applies to a comprehensive review of whether and under what conditions the change or extension can be carried out. In general, the offer includes 2 change cycles of a project free of charge, which, however, must be a change of the same thing. All other changes are not part of the contract and will be billed separately. FD reserves the right, unless expressly agreed otherwise, to pass on individual parts of the order to external service providers in order to fulfill the order.

§ 3 Prices and Payment

The prices offered apply. These prices are only considered fixed prices if the price agreement is expressly included in the offer. In the case of longer-term benefits, FD is entitled to adjust the prices for personnel services accordingly in the event of tariff increases. The prices do not include statutory sales tax. Shipping costs, installation, travel costs, travel time, training and other ancillary services are not included in the price, unless otherwise agreed. Additional services that are not included in the offer are to be paid separately. This applies in particular to additional costs for a) the presentation of data in non-digitized form, b) necessary and reasonable use of third-party services, c) for license management, d) commissioned testing, research services and legal checks e) services provided outside business hours and f) the archiving of data/films/raw material, etc. (with a period of more than 6 months) g) any subsequent Amendment to an already approved part of the order FD is entitled, for production and creative services to require an advance payment of 50% of the total order value. If the order amount exceeds 10,000 euros, even without a separate agreement, FD is entitled to 50% of the contract amount before the start of work, 20% by the middle of the agreed project period and 30% after acceptance. If the services include costs that must be paid for third-party products/services, FD is entitled to their payment before it performs these services. The invoices are due without deduction no later than 7 days after the date of the invoice, unless otherwise agreed. In the event of late payment or deferral, default interest and reminder fees will be charged. In the event of late payment, the agency may postpone further execution of the current order until payment has been made and demand advance payment for the remaining processing. This does not affect the assertion of further rights. FD reserves the right to charge for exceptional additional expenses before placing an order, if this was expressly requested by the client, even without the conclusion of a contract.

§ 4 Dates, Deadlines and Obstacles to Performance

Delivery dates or deadlines, which can be agreed upon in a binding or non-binding manner, must be made in writing. If the cooperation of the customer is required or agreed for the performance of FD, the delivery time of FD is extended by the time that the customer has failed to fulfill this obligation. In the event of delays as a result of a) changes in the customer's requirements, b) inadequate conditions within the customer's area of responsibility, insofar as they were not known to FD or needed to be aware of, c) problems with third-party products or services (e.g. visual and audio material), the delivery or service date is extended accordingly.

§ 5 Acceptance

The customer will immediately accept FD's services as soon as FD notifies that they are ready for acceptance. FD's services are considered accepted if FD points out the readiness for acceptance and communicates the significance of the failure to submit the acceptance declaration, a) and the customer then does not make his declaration of acceptance within a period of time which allows him to identify significant errors during the required careful examination. However, at the latest after 7 working days, declares acceptance or refuses to provide detailed defects, b) or the customer makes use of FD's services or parts of them accessible to third parties without further inspection. If the readiness to accept is not notified, the time at which the customer should have reasonably taken notice of the services applies instead of the time of notification.

§ 6 Duty to cooperate

The customer will provide the necessary data, in particular the content required for FD's productions, in a timely manner and — unless otherwise agreed — in digital form. Insofar as FD provides the customer with drafts and/or test versions with a reasonable period of time to check for accuracy and completeness, the drafts and/or test versions shall be considered approved upon expiry of the period, unless FD receives a request for correction. The customer is responsible for sufficient resources and information as part of his obligation to cooperate. If the customer defaults on acceptance of the service or fails to provide the necessary cooperation, FD may invoice the resulting loss of service in accordance with the applicable number of hours.

§ 7 Rights of use

Unless expressly agreed otherwise, FD grants the customer a simple and non-transferable right of use for the agreed purpose of use. The customer acquires these rights only after full payment of FD's services. Until then, all rights remain fully owned by FD. On request, the customer is obliged to provide FD with written information about the scope of use. When using templates from the customer, FD assumes that they are not encumbered with third-party rights or that the customer has the right of use required for the order. FD also makes use of third-party rights (third-party licensed material) for its productions, which can only be transferred to the customer — in particular for a limited period of time. The limited transfer, which will be notified to the customer on a case-by-case basis, may result in third-party licensed material no longer being available or at significantly changed conditions over which FD has no influence. In this case, FD will use its best efforts to use similar material. FD may charge the customer for the costs of third-party licensed material with a reasonable service fee. Components of production encumbered with the rights of third parties will not be disclosed in any other way. The customer may only use third-party licensed material in connection with and within the scope of production. If claims are made against FD by the licensor because the third-party licensed material was not used for the agreed purpose, the customer FD is responsible for compensation for the resulting damage. The customer is obliged to inform FD of any unlawful use of the licensed material that becomes known to him, and to take legal action against an infringer of industrial property rights or to assist FD in doing so. If the customer becomes aware of violations of usage rights through FD's services, e.g. through warnings from third parties, he will immediately inform FD of this.

§ 8 Copyright notices and references

FD reserves the right to use services provided, such as designs and objects, even if they are based on customer templates, for presentation purposes, in particular to include the products manufactured on behalf of the customer in a reference list for advertising purposes and, if necessary, to set appropriate links. Taking into account mutual interests, FD has the right to announce the business relationship with the customer in plain language and/or with the original or traced customer logo in press releases and on the website as well as publications. Insofar as produced works are delivered without branding in the final setting, the authorship of FD must be mentioned separately with an attribution or link. The concepts, screenplays, drawings, plans and similar documents developed by FD or on its behalf remain the intellectual property of FD, provided that they are not used in the product or unless a fee has been agreed for them. Any use, in particular distribution, reproduction and publication, requires the express consent of FD.

§ 9 Warranty

FD will repair or replace defective deliveries or services within the statutory minimum warranty period, which begins with the date of delivery or acceptance, following appropriate notification from the customer by FD. FD will correct the defects free of charge or provide the customer with an amended version free of charge that no longer contains the reported defect. Any additional expenses will be billed according to expenditure. The customer will implement the corrective action immediately and comply with the notification obligations (§ 6). Claims for defects do not exist if the defect is only insignificant, i.e. in particular does not have a significant effect on the agreed use. If the subsequent performance fails within a period set by the customer for subsequent performance, the customer may demand the cancellation of the contract or a reduction in the purchase price. The customer must report any outstanding defects to FD within 10 working days after delivery by means of a registered letter. Hidden defects must be reported to FD within 10 working days of discovery. Otherwise, claims arising from these defects cannot be made. The deficiencies must be described in detail.

§ 10 Liability

FD and its vicarious agents are liable for negligence limited to foreseeable damage typical of the contract. FD is not liable for damages that could not be expected under this contract. Untypical unforeseeable damage is therefore not covered by liability. FD is not liable to the customer for lost profit, business interruption, loss of programs or other data in the customer's information systems. Liability for subsequent damage of any kind, in particular for damage by third parties, which is claimed against the customer, is excluded. If objects are handed over to FD in order to provide the service, FD is only liable for damage caused by negligent use, to a reasonable extent.

§ 11 Data Protection and Confidentiality

FD stores the customer's data required to initiate and process the contract (e.g. address and bank details). Both contracting parties will treat confidentially marked information that becomes known to them within the framework of the contract confidentially. FD points out that, according to the current state of the art, it is not possible to prevent duplication of works, in particular graphics or other optical or acoustic design devices, which are placed online.

§ 12 Termination and Withdrawal

In the case of contracts concluded for an indefinite period, the customer can properly terminate the contract no earlier than 6 months after the conclusion of the contract. The contract is extended by 6 months in each case unless it is terminated in writing 3 months before the end of the contract. The right to cancel for good cause remains unaffected. In particular, in the event of a violation of § 7 — Rights of Use — and if the customer is in default of payment of the remuneration by more than one month, FD may terminate without notice. If the production order has been placed and the client withdraws from the order with a notice period of 10 days through no fault of FD, the latter is entitled to invoice the actual net costs incurred as well as the share of HU and the lost total profit. If the client withdraws between the 3rd and 1st day before the intended start of filming or comparable activities, the calculated and commissioned total amount will be charged.

If the agreed filming date is postponed due to the fault of the customer, the following cancellation fee is due: a) 4-10 days before the agreed date: Costs actually incurred (rent, expenses, third-party services) plus 25% of the estimated production costs for the corresponding shooting day. b) 1-3 days before the agreed date: actual costs (rent, expenses, third-party services) plus 50% of the estimated production costs for the corresponding shooting day.

§ 13 Notices

Insofar as the contractual partners communicate by electronic mail (e-mail), they accept the unlimited effectiveness of the declarations of intent transmitted in this way in accordance with the following provisions: The e-mail must contain the name and e-mail address of the sender, the time of sending (date and time) and a reproduction of the sender's name as the end of the message. Confidentiality is not guaranteed for data transmitted unencrypted on the Internet. At the request of the other, each contractual partner provides a coordinated encryption system on their side. An e-mail received under the above provisions is considered to have come from the other partner, subject to proof to the contrary. The binding nature of the e-mail and thus the text form applies to all declarations that the normal processing of the contract entails. On the other hand, the text form is excluded in the event of termination, measures to initiate or carry out arbitration proceedings, and declarations that are expressly required in writing by a contractual partner contrary to this agreement.

§ 14 Applicable Law and Place of Fulfilment

The contracting parties agree on the application of German law with regard to all legal relationships arising from this contractual relationship. Bielefeld is agreed as the place of performance and jurisdiction for all mutual services arising from the contract.

Section 15 Salvatory clause

Should any provision of these general terms and conditions be or become void, the remaining conditions remain effective. The contracting parties will replace the void provision with a valid provision which comes closest economically to the wishes of the contractual partners.