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Terms of Service
Terms of Service
Essential guidelines for working with Bear Film GmbH
Our Terms of Service outlines our client agreement, setting clear guidelines for deliverables, payments, and intellectual property rights. This protects both parties and prevents misunderstandings in creative projects.
1. Scope of Services
1.1. The scope of the agreed services results from the Agency's offer underlying the provision of services. Subsequent changes require the written form. 1.2. Insofar as the Client provides no specifications for the provision of services (for example regarding concept, design and/or technology), the Agency is free in implementing the services. The Agency bears sole responsibility for the technical and artistic design of the Video Production as a whole and of its parts. 1.3. All work is generally carried out to the best of the Agency's knowledge and belief, observing a balanced relationship between economic efficiency and the best possible result in the Client's interest. The Agency undertakes to carry out the order with the greatest possible care, and in particular to handle carefully any templates, films, displays, layouts, etc. provided to it. 1.4. The Agency is entitled to render the agreed services in whole or in part itself, or to have them rendered by third parties.
2. Copyright and Usage Rights
2.1. Every creative order placed with the Agency constitutes a copyright work contract (commissioned work). The subject matter of the contract is the creation of the commissioned work and the granting of usage rights in that work. The provisions of contract-for-work law and copyright law apply. All drafts and works are subject to the Copyright Act and are protected as personal intellectual creations. The provisions of the Copyright Act apply even where the level of originality required under Section 2 of the German Copyright Act (UrhG) is not reached in the individual case. The Client acknowledges that the material delivered by the Agency constitutes copyright-protected works within the meaning of Section 2 UrhG. The Agency is furthermore entitled in particular to the ancillary copyright (neighbouring rights) claims under Section 94 UrhG. 2.2. The Agency undertakes to acquire all rights to the extent necessary to realise the purpose of the contract. In this context, the Agency grants the Client the usage rights in and to the Video Production required for the respective purpose, for exploitation within the agreed scope (in terms of time and territory), insofar as they are held by the Agency itself, have been transferred by the filmmakers under existing contracts, or have otherwise been acquired from the rights holders within the customary commercial framework. 2.3. Unless otherwise agreed, only the non-exclusive (simple) usage right is transferred in each case. The transfer of usage rights, the granting of further usage rights, and the exercise of usage rights by third parties require a written agreement. The Agency is entitled to information regarding the extent of the Client's use. Repeat uses (e.g. new editions) or multiple uses (e.g. for a different product) are subject to a fee; they require the Agency's consent. 2.4. If the Client wishes to acquire rights in the film beyond the agreed use, a separate agreement must be concluded with the Agency to that effect. 2.5. The drafts and works, including the authorship designation, may not be altered, edited or passed on to third parties — neither in the original nor in reproduction — without the Agency's express consent. Any imitation, including of parts, of the work is impermissible. A breach of this Clause 2.5, sentences 1 and 2, entitles the Agency to demand a contractual penalty of 100% of the agreed remuneration, in addition to the remuneration payable in any event. 2.6. The usage rights pass only upon full payment of the remuneration. Until full payment, the Client is permitted to use the services rendered by the Agency only revocably. 2.7. The Agency must be named as the author on the copies. A breach of this provision entitles the Agency to demand a contractual penalty of 100% of the agreed remuneration, in addition to the remuneration payable in any event. The right to assert higher damages upon proof remains unaffected. The contractual penalty is set off against any damages. 2.8. The Agency has the right, even after the Client has acquired usage rights, to present the Video Production as well as the drafts, designs, layouts and other works it has created in connection with the Video Production — without the Client's specific consent, without time limit and across all media — as a reference in its own advertising, at presentations, in competitions and editorially, including in altered, translated, supplemented, branded or abridged form. 2.9. Suggestions and instructions of the Client, its employees and agents, or its other collaboration for technical, creative or other reasons, have no effect on the amount of the remuneration.
3. Retention of Title
3.1. Ownership of the picture and sound negatives, and of all materials created by the Agency itself for the production of the Video Production such as scripts and documents, remains with the Agency. Only usage rights are granted in the Agency's works. 3.2. The data and files created in performance of the contract likewise remain the property of the Agency. The Agency is not obliged to hand over data and files beyond the purpose of the contract. If the Client wishes them to be handed over, this must be agreed separately and, where applicable, remunerated. Where the Agency has provided the Client with data and files, these may only be altered with prior consent. 4. Client's Duty to Cooperate 4.1. As soon as the Agency has created a concept that meets the contractual requirements of the respective contract, the Client shall release the concept. 4.2. All services of the Agency (in particular all drafts, test versions, etc.) on the basis of which the Agency is to render follow-up services or to commission them from third parties must be reviewed by the Client without delay after delivery and, within 3 working days, either released for further use or objected to. If neither a release nor an objection is made within this period, the release is deemed to have been granted by the Client. 4.3. The Client shall itself review, or have reviewed by third parties, the legal admissibility of the services, in particular under competition, trademark, goods and marking law. 4.4. The Client shall ensure that all documents necessary for the Agency to perform its work — in particular all texts, images, graphics, logos and tables to be incorporated, insofar as these do not form part of the scope of services — are provided in good time and, where applicable upon request, without delay in a form suitable for processing; that all information is provided to the Agency; and that the Agency is informed of all processes and circumstances necessary for the provision of services. This also applies to documents, processes and circumstances that only become known during the Agency's provision of services. The Agency is not obliged to review the content provided by the Client, in particular as to whether it is suitable for achieving the purpose pursued by the commissioned service. The technical and substantive responsibility for the delivered content lies exclusively with the Client. Only in the case of obvious errors is the Agency obliged to point out defects in the content to the Client. 4.5. As soon as any circumstances become apparent to the Client that may call into question the contractual performance of the order, the Client shall notify the Agency without delay in writing of these circumstances and of any measures to be considered by it.
5. Compensation
5.1. Drafts and final versions of the Video Production, together with the granting of usage rights, constitute a single, unified service. The remuneration corresponds to the production costs stated in the offer. If no remuneration is agreed, the remuneration customary under the collective agreement for design services SDSt/AGD and the fee recommendations of the German Association of Advertising Agencies (GWA, respective current version) is deemed agreed. The remunerations are net amounts, payable plus statutory value added tax. 5.2. If the drafts or the final version are subsequently used again or to a greater extent than originally envisaged, the Client is obliged to pay remuneration for the additional use. Each renewed use of the drafts or contract recordings requires the Agency's prior written consent. The same applies to uses that go beyond the originally agreed or envisaged scope. 5.3. The preparation of drafts, the Video Production itself and all other activities that the Agency renders to the Client are subject to a charge, unless expressly agreed otherwise. Working free of charge — in particular the free creation of drafts — is not customary in the profession. If no usage rights are granted and only drafts and/or the Video Production are delivered, the remuneration for the use does not apply. 5.4. Error corrections are free of charge within 3 days of acceptance of the work. Objections to obvious defects must be asserted in writing to the Agency within 14 days of acceptance of the Video Production. Timely dispatch of the complaint suffices to meet the deadline. Revisions (change requests by the Client before, during or after the production) are included in the scope of services only if expressly stated in the offer. The creation of further videos is charged separately according to the time spent. The Agency must announce in advance any additional cost claims arising from the Client's change requests. If it fails to do so, additional costs may be claimed only in the amount of 50% of the production costs. If the Agency wishes to deviate from the approved script and this causes additional costs, these require the Client's prior consent. 5.5. Expenses for incidental costs necessary to perform the order and not covered by the production costs are to be reimbursed by the Client after prior agreement with the Client, unless otherwise agreed. Travel costs and expenses for trips that are necessary — following agreement with the Client — for carrying out the order or the use are likewise to be reimbursed by the Client. 5.6. If the time envisaged for the Video Production is exceeded, the fee increases in accordance with the effort. 5.7. If a production is cancelled at short notice by the Client, a cancellation fee is payable (50% for a cancellation up to one week before the start of production, 75% for a cancellation less than one week before the start of production). 5.8. If the performance of the order is delayed for reasons for which the Client is responsible, the Agency may demand a reasonable increase in the remuneration.6.1. The payment dates and payment terms set out in the Agency's offer or proposal are binding. Insofar as the offer or proposal does not specify a payment date, the remuneration is due upon acceptance of the work and is payable without deduction within 14 days of receipt of the invoice. 6. Payment, Due Date and Default 6.1. The payment dates and payment terms set out in the Agency's offer or proposal are binding. Insofar as the offer or proposal does not specify a payment date, the remuneration is due upon acceptance of the work and is payable without deduction within 14 days of receipt of the invoice. 6.2. If the ordered works are accepted in parts, a corresponding partial fee is due upon acceptance of each part. If an order extends over a longer period or requires the Agency to make substantial advance financial outlays, reasonable interim payments are permissible. 6.3. If the Client does not pay by the due date, the Client is in default. Where a calendar date for payment is specified, the Client is in default upon expiry of that date without the need for a reminder; in any event, the Client is in default at the latest 30 days after the due date and receipt of the invoice. During default, the Agency is entitled to default interest at the statutory rate. For legal transactions in which a consumer is not involved, this amounts to nine (9) percentage points per annum above the respective base interest rate (Section 247 of the German Civil Code, BGB), together with a flat fee of EUR 40 (Section 288 BGB). The Agency reserves the right to assert further damage caused by the default. 6.4. The Client may set off only against claims that are undisputed or have been finally established by a court. The Client may exercise a right of retention only where its counterclaim is based on the same contractual relationship. 6.5. Within the scope of the order, there is creative freedom. Acceptance may not be refused on artistic grounds. By placing the order, the Client confirms that, prior to placing the order, it has sufficiently satisfied itself of the creative quality of the Agency's services through earlier work samples and references. Complaints regarding the artistic design are excluded. Acceptance may not be refused on grounds of taste. Any dislike does not justify a reduction of the remuneration. 6.6. Quality requirements that are subject to subjective assessment — in particular colouring, brightness, contrast, editing, choice of music or volume — do not give rise to any warranty claim. The Client's warranty claims are limited to the right to rectification or replacement delivery at the Agency's discretion. The Agency shall be given a reasonable period for this. The warranty right lapses if the Client has itself made, or had made, changes to the works without the Agency's prior written consent. 6.7. The agreed price for concepts, storyboards or scripts is payable by the Client even if it does not have them filmed. The fee for the Video Production is also payable in full even if the commissioned and delivered material is not published by the Client. 6.8. Complaints of any kind must be asserted in writing to the Agency within 14 days of delivery of the work. Thereafter, the work is deemed to have been accepted free of defects. 7. Third-Party Services 7.1. The Agency is entitled to order the third-party services necessary to perform the order — where not covered by the production costs — in the name and for the account of the Client, following prior agreement with the Client. The Client undertakes to grant the Agency a corresponding power of attorney. The Client undertakes to indemnify the Agency internally against all liabilities arising from such contract conclusions, in particular the costs. 7.2. For orders placed with third parties in the name and for the account of the Client, the Agency assumes no liability whatsoever towards the Client for the services, work results and costs of the commissioned service providers. In these cases, the Agency acts merely as an intermediary; the respective contractors are not vicarious agents of the Agency. 7.3. The Client indemnifies the Agency against all claims asserted by third parties against it on account of conduct for which the Client bears responsibility or liability under the contract. The Client bears the costs of any legal action.
7. Third-Party Services
7.1. The Agency is entitled to order the third-party services necessary to perform the order — where not covered by the production costs — in the name and for the account of the Client, following prior agreement with the Client. The Client undertakes to grant the Agency a corresponding power of attorney. The Client undertakes to indemnify the Agency internally against all liabilities arising from such contract conclusions, in particular the costs. 7.2. For orders placed with third parties in the name and for the account of the Client, the Agency assumes no liability whatsoever towards the Client for the services, work results and costs of the commissioned service providers. In these cases, the Agency acts merely as an intermediary; the respective contractors are not vicarious agents of the Agency. 7.3. The Client indemnifies the Agency against all claims asserted by third parties against it on account of conduct for which the Client bears responsibility or liability under the contract. The Client bears the costs of any legal action.
8. Liability and Warranty
8.1. The Agency warrants that: it holds the rights in the contract recordings to the extent of the contractual grant of rights to the Client — excluding those rights administered in trust by collecting societies, which must therefore be compensated separately; it is entitled to grant the contractual rights in the contract recordings; and the contract recordings do not infringe any copyright, ancillary copyright or other rights of third parties, insofar as the Client was not responsible for obtaining the corresponding rights. The Agency represents that it is not prevented by any third-party claims from concluding and performing this contract, and indemnifies the Client against all potential third-party claims, insofar as the Client was not responsible for obtaining the corresponding rights (e.g. image rights of employees, protagonists and colleagues). 8.2. Insofar as the Agency is itself the customer of subcontractors, it hereby assigns to the Client all warranty, damages and other claims to which it is entitled arising from defective, delayed or non-delivery. The Client undertakes to first attempt to enforce the assigned claims before having recourse to the Agency. 8.3. With the approval of drafts, rough cuts or final versions by the Client, the Client assumes responsibility for the technical and functional correctness of product, text and image. For drafts, texts and final versions thus released by the Client, the Agency's corresponding liability does not apply. 8.4. The Agency is not liable for the admissibility under competition, trademark, marking or goods-mark law, the registrability and protectability of the services, or for the novelty of the product. 8.5. If, during the production of the contract recordings, a circumstance arises that renders the contractual production impossible, the Agency is liable only for intent and gross negligence. The same applies to the non-timely completion of the film. Impossibility of production, or non-timely completion of the film, for which neither the producer nor the Client is responsible, entitles the Client only to withdraw from the contract. The services rendered to date are to be remunerated. 8.6. The licensing of third-party artistic services or footage by the Agency is not included in the production budget and is carried out — following agreement with the Client — on the Client's behalf and in the Client's name within the desired scope of use. The Client acquires the corresponding usage rights and receives the invoice. The Client transfers the files to the Agency for the provision of its services. The Agency is not liable if the Client uses licensable third-party footage for longer, more extensively or differently than originally licensed or remunerated. 8.7. Items and materials handed over to the Agency are generally not insured by the Agency. The Client must ensure adequate insurance cover. The Agency is liable for lost items and materials of the Client only in cases of intent and gross negligence. Damages exceeding the material value are excluded. 8.8. The Agency is liable for damage incurred by the Client — e.g. to templates, films, displays, layouts, etc. provided to it — only in cases of intent and gross negligence, except for damage arising from injury to life, body or health; for such damage the Agency is liable even in cases of slight negligence. Otherwise, in cases of slight negligence it is liable only where a duty is breached the observance of which is of particular importance for achieving the purpose of the contract (cardinal duty). 8.9. The Client warrants that it is entitled to use all templates, documents and other information handed over to the Agency. This also concerns copyrights and personality rights. In the case of material provided by the Client (e.g. photos, videos, music, etc.), the Agency assumes that the third parties concerned have transferred the corresponding rights to the Client. The Client undertakes to check the materials it provides for their legally unobjectionable use. The Client is liable for any recourse claims. Should the Client, contrary to this warranty, not be entitled to use the material, the Client indemnifies the Agency against all third-party compensation claims. 9. Force Majeure 9.1. In the event of force majeure — including but not limited to natural disasters, war, acts of terrorism, governmental measures, epidemics or pandemics, strikes, or transport disruptions, as well as other events beyond the Agency's control that substantially impede or render impossible its performance (for example adverse weather or the failure of communication services) — the Agency is not liable for any delay in, or failure of, the performance of the order. Such events entitle the Agency to postpone its performance by the duration of the hindrance plus a reasonable start-up period. 9.2. If the production has to be postponed on account of unforeseen circumstances outside the control of either the Client or the Agency, any additional costs arising from the postponement shall be borne in full (100%) by the Client. Weather-related postponements of the shoot are not included in the calculated production costs; any additional costs arising from this are likewise to be remunerated by the Client.
10. Termination of the Order
10.1. Upon the Client's order confirmation, the order becomes binding for the Client, i.e. the agreed price is payable for the Agency's services and work upon acceptance. 10.2. If the Client terminates or stops the commissioned service, the Agency is entitled to demand the agreed remuneration for the service phase already rendered, including the phase in which the termination occurred, as well as reimbursement of all direct investments, corresponding efforts and consequential damages. However, it must allow saved expenses, or substitute orders carried out or maliciously not undertaken, to be credited. The Client reserves the right to prove that actual services were lower or that saved expenses were higher. 10.3. The Agency notifies the Client of the completion of the individual service phases and undertakes to give the Client the opportunity to assess the phase completion. 10.4. If the Client terminates, no usage rights whatsoever pass to it. Any additional usage remuneration does not apply. 10.5. All prepared idea sketches, detailed drafts, items, volumes, data carriers and other models are to be returned to the Agency without delay; copies of data are to be deleted. 11. Collecting Societies and Artists' Social Security 11.1. The Client undertakes to pay any fees that may accrue to collecting societies, such as GEMA. These fees are not covered by the production budget. If these fees are advanced by the Agency, the Client undertakes to reimburse them to the Agency against proof. This may also take place after termination of the contractual relationship. 11.2. The Client is informed that, in the case of orders in the artistic, conceptual and advertising-consulting field, an artists' social security contribution (Künstlersozialabgabe) may be payable to the Artists' Social Security Fund (Künstlersozialkasse). This contribution may not be deducted by the Client from the production budget. The Client is responsible and itself accountable for compliance with the registration and payment obligation.
12. Confidentiality and Data Protection
12.1. The parties undertake to maintain secrecy regarding confidential information concerning the respective other party and to use it only for carrying out the cooperation and the purpose pursued thereby. 12.2. "Confidential information" means all information and documents from and about the sphere of the respective other party that come to the knowledge of the Client or the Agency, in particular information about business processes such as printing documents, layouts, figures, drawings, tapes, film material, images, videos, storage media, interactive products and/or other copyright-protected materials. In addition, confidential information of each party is information that is recognisable as confidential by its nature. 12.3. The confidentiality obligation does not apply to information that, at the time the contract was concluded, was already lawfully known to the respective other party without a confidentiality obligation, had been published, and/or had been expressly released for disclosure. 12.4. If confidential information is disclosed to a contracting party by a third party, it must notify the other contracting party in writing. The contracting parties will not use such information without the consent of the respective other contracting party. 12.5. Insofar as the Client transmits data to the Agency, the Client shall first make backup copies thereof. The Client assumes sole responsibility — including for third-party claims — for data provided by it to the Agency. The Agency assumes no liability in the event of data loss. The transport is at the Client's expense in this respect. 12.6. The parties each ensure the data protection security of the data entered and comply with the statutory data protection provisions in Germany, in particular the General Data Protection Regulation and the Federal Data Protection Act. 12.7. Insofar as the Agency processes personal data on behalf of the Client within the meaning of Article 28 of the General Data Protection Regulation (GDPR) — for example when filming the Client's employees or other data subjects — the parties shall, where legally required, conclude a separate data processing agreement (Auftragsverarbeitungsvertrag) in accordance with Article 28 GDPR before such processing begins. 13. Final Provisions 13.1. The place of performance and jurisdiction is the Agency's registered place of business. 13.2. For the contracts concluded on the basis of these General Terms and Conditions, and for claims of any kind arising from them, the law of the Federal Republic of Germany applies exclusively, to the exclusion of the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) and to the exclusion of German private international law. 13.3. Should individual provisions of these General Terms and Conditions be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall not be affected thereby. In place of the invalid or unenforceable provision, the applicable statutory provisions shall apply.
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Terms of Service
Terms of Service
Essential guidelines for working with Bear Film GmbH
Our Terms of Service outlines our client agreement, setting clear guidelines for deliverables, payments, and intellectual property rights. This protects both parties and prevents misunderstandings in creative projects.
1. Scope of Services
1.1. The scope of the agreed services results from the Agency's offer underlying the provision of services. Subsequent changes require the written form. 1.2. Insofar as the Client provides no specifications for the provision of services (for example regarding concept, design and/or technology), the Agency is free in implementing the services. The Agency bears sole responsibility for the technical and artistic design of the Video Production as a whole and of its parts. 1.3. All work is generally carried out to the best of the Agency's knowledge and belief, observing a balanced relationship between economic efficiency and the best possible result in the Client's interest. The Agency undertakes to carry out the order with the greatest possible care, and in particular to handle carefully any templates, films, displays, layouts, etc. provided to it. 1.4. The Agency is entitled to render the agreed services in whole or in part itself, or to have them rendered by third parties.
2. Copyright and Usage Rights
2.1. Every creative order placed with the Agency constitutes a copyright work contract (commissioned work). The subject matter of the contract is the creation of the commissioned work and the granting of usage rights in that work. The provisions of contract-for-work law and copyright law apply. All drafts and works are subject to the Copyright Act and are protected as personal intellectual creations. The provisions of the Copyright Act apply even where the level of originality required under Section 2 of the German Copyright Act (UrhG) is not reached in the individual case. The Client acknowledges that the material delivered by the Agency constitutes copyright-protected works within the meaning of Section 2 UrhG. The Agency is furthermore entitled in particular to the ancillary copyright (neighbouring rights) claims under Section 94 UrhG. 2.2. The Agency undertakes to acquire all rights to the extent necessary to realise the purpose of the contract. In this context, the Agency grants the Client the usage rights in and to the Video Production required for the respective purpose, for exploitation within the agreed scope (in terms of time and territory), insofar as they are held by the Agency itself, have been transferred by the filmmakers under existing contracts, or have otherwise been acquired from the rights holders within the customary commercial framework. 2.3. Unless otherwise agreed, only the non-exclusive (simple) usage right is transferred in each case. The transfer of usage rights, the granting of further usage rights, and the exercise of usage rights by third parties require a written agreement. The Agency is entitled to information regarding the extent of the Client's use. Repeat uses (e.g. new editions) or multiple uses (e.g. for a different product) are subject to a fee; they require the Agency's consent. 2.4. If the Client wishes to acquire rights in the film beyond the agreed use, a separate agreement must be concluded with the Agency to that effect. 2.5. The drafts and works, including the authorship designation, may not be altered, edited or passed on to third parties — neither in the original nor in reproduction — without the Agency's express consent. Any imitation, including of parts, of the work is impermissible. A breach of this Clause 2.5, sentences 1 and 2, entitles the Agency to demand a contractual penalty of 100% of the agreed remuneration, in addition to the remuneration payable in any event. 2.6. The usage rights pass only upon full payment of the remuneration. Until full payment, the Client is permitted to use the services rendered by the Agency only revocably. 2.7. The Agency must be named as the author on the copies. A breach of this provision entitles the Agency to demand a contractual penalty of 100% of the agreed remuneration, in addition to the remuneration payable in any event. The right to assert higher damages upon proof remains unaffected. The contractual penalty is set off against any damages. 2.8. The Agency has the right, even after the Client has acquired usage rights, to present the Video Production as well as the drafts, designs, layouts and other works it has created in connection with the Video Production — without the Client's specific consent, without time limit and across all media — as a reference in its own advertising, at presentations, in competitions and editorially, including in altered, translated, supplemented, branded or abridged form. 2.9. Suggestions and instructions of the Client, its employees and agents, or its other collaboration for technical, creative or other reasons, have no effect on the amount of the remuneration.
3. Retention of Title
3.1. Ownership of the picture and sound negatives, and of all materials created by the Agency itself for the production of the Video Production such as scripts and documents, remains with the Agency. Only usage rights are granted in the Agency's works. 3.2. The data and files created in performance of the contract likewise remain the property of the Agency. The Agency is not obliged to hand over data and files beyond the purpose of the contract. If the Client wishes them to be handed over, this must be agreed separately and, where applicable, remunerated. Where the Agency has provided the Client with data and files, these may only be altered with prior consent. 4. Client's Duty to Cooperate 4.1. As soon as the Agency has created a concept that meets the contractual requirements of the respective contract, the Client shall release the concept. 4.2. All services of the Agency (in particular all drafts, test versions, etc.) on the basis of which the Agency is to render follow-up services or to commission them from third parties must be reviewed by the Client without delay after delivery and, within 3 working days, either released for further use or objected to. If neither a release nor an objection is made within this period, the release is deemed to have been granted by the Client. 4.3. The Client shall itself review, or have reviewed by third parties, the legal admissibility of the services, in particular under competition, trademark, goods and marking law. 4.4. The Client shall ensure that all documents necessary for the Agency to perform its work — in particular all texts, images, graphics, logos and tables to be incorporated, insofar as these do not form part of the scope of services — are provided in good time and, where applicable upon request, without delay in a form suitable for processing; that all information is provided to the Agency; and that the Agency is informed of all processes and circumstances necessary for the provision of services. This also applies to documents, processes and circumstances that only become known during the Agency's provision of services. The Agency is not obliged to review the content provided by the Client, in particular as to whether it is suitable for achieving the purpose pursued by the commissioned service. The technical and substantive responsibility for the delivered content lies exclusively with the Client. Only in the case of obvious errors is the Agency obliged to point out defects in the content to the Client. 4.5. As soon as any circumstances become apparent to the Client that may call into question the contractual performance of the order, the Client shall notify the Agency without delay in writing of these circumstances and of any measures to be considered by it.
5. Compensation
5.1. Drafts and final versions of the Video Production, together with the granting of usage rights, constitute a single, unified service. The remuneration corresponds to the production costs stated in the offer. If no remuneration is agreed, the remuneration customary under the collective agreement for design services SDSt/AGD and the fee recommendations of the German Association of Advertising Agencies (GWA, respective current version) is deemed agreed. The remunerations are net amounts, payable plus statutory value added tax. 5.2. If the drafts or the final version are subsequently used again or to a greater extent than originally envisaged, the Client is obliged to pay remuneration for the additional use. Each renewed use of the drafts or contract recordings requires the Agency's prior written consent. The same applies to uses that go beyond the originally agreed or envisaged scope. 5.3. The preparation of drafts, the Video Production itself and all other activities that the Agency renders to the Client are subject to a charge, unless expressly agreed otherwise. Working free of charge — in particular the free creation of drafts — is not customary in the profession. If no usage rights are granted and only drafts and/or the Video Production are delivered, the remuneration for the use does not apply. 5.4. Error corrections are free of charge within 3 days of acceptance of the work. Objections to obvious defects must be asserted in writing to the Agency within 14 days of acceptance of the Video Production. Timely dispatch of the complaint suffices to meet the deadline. Revisions (change requests by the Client before, during or after the production) are included in the scope of services only if expressly stated in the offer. The creation of further videos is charged separately according to the time spent. The Agency must announce in advance any additional cost claims arising from the Client's change requests. If it fails to do so, additional costs may be claimed only in the amount of 50% of the production costs. If the Agency wishes to deviate from the approved script and this causes additional costs, these require the Client's prior consent. 5.5. Expenses for incidental costs necessary to perform the order and not covered by the production costs are to be reimbursed by the Client after prior agreement with the Client, unless otherwise agreed. Travel costs and expenses for trips that are necessary — following agreement with the Client — for carrying out the order or the use are likewise to be reimbursed by the Client. 5.6. If the time envisaged for the Video Production is exceeded, the fee increases in accordance with the effort. 5.7. If a production is cancelled at short notice by the Client, a cancellation fee is payable (50% for a cancellation up to one week before the start of production, 75% for a cancellation less than one week before the start of production). 5.8. If the performance of the order is delayed for reasons for which the Client is responsible, the Agency may demand a reasonable increase in the remuneration.6.1. The payment dates and payment terms set out in the Agency's offer or proposal are binding. Insofar as the offer or proposal does not specify a payment date, the remuneration is due upon acceptance of the work and is payable without deduction within 14 days of receipt of the invoice. 6. Payment, Due Date and Default 6.1. The payment dates and payment terms set out in the Agency's offer or proposal are binding. Insofar as the offer or proposal does not specify a payment date, the remuneration is due upon acceptance of the work and is payable without deduction within 14 days of receipt of the invoice. 6.2. If the ordered works are accepted in parts, a corresponding partial fee is due upon acceptance of each part. If an order extends over a longer period or requires the Agency to make substantial advance financial outlays, reasonable interim payments are permissible. 6.3. If the Client does not pay by the due date, the Client is in default. Where a calendar date for payment is specified, the Client is in default upon expiry of that date without the need for a reminder; in any event, the Client is in default at the latest 30 days after the due date and receipt of the invoice. During default, the Agency is entitled to default interest at the statutory rate. For legal transactions in which a consumer is not involved, this amounts to nine (9) percentage points per annum above the respective base interest rate (Section 247 of the German Civil Code, BGB), together with a flat fee of EUR 40 (Section 288 BGB). The Agency reserves the right to assert further damage caused by the default. 6.4. The Client may set off only against claims that are undisputed or have been finally established by a court. The Client may exercise a right of retention only where its counterclaim is based on the same contractual relationship. 6.5. Within the scope of the order, there is creative freedom. Acceptance may not be refused on artistic grounds. By placing the order, the Client confirms that, prior to placing the order, it has sufficiently satisfied itself of the creative quality of the Agency's services through earlier work samples and references. Complaints regarding the artistic design are excluded. Acceptance may not be refused on grounds of taste. Any dislike does not justify a reduction of the remuneration. 6.6. Quality requirements that are subject to subjective assessment — in particular colouring, brightness, contrast, editing, choice of music or volume — do not give rise to any warranty claim. The Client's warranty claims are limited to the right to rectification or replacement delivery at the Agency's discretion. The Agency shall be given a reasonable period for this. The warranty right lapses if the Client has itself made, or had made, changes to the works without the Agency's prior written consent. 6.7. The agreed price for concepts, storyboards or scripts is payable by the Client even if it does not have them filmed. The fee for the Video Production is also payable in full even if the commissioned and delivered material is not published by the Client. 6.8. Complaints of any kind must be asserted in writing to the Agency within 14 days of delivery of the work. Thereafter, the work is deemed to have been accepted free of defects. 7. Third-Party Services 7.1. The Agency is entitled to order the third-party services necessary to perform the order — where not covered by the production costs — in the name and for the account of the Client, following prior agreement with the Client. The Client undertakes to grant the Agency a corresponding power of attorney. The Client undertakes to indemnify the Agency internally against all liabilities arising from such contract conclusions, in particular the costs. 7.2. For orders placed with third parties in the name and for the account of the Client, the Agency assumes no liability whatsoever towards the Client for the services, work results and costs of the commissioned service providers. In these cases, the Agency acts merely as an intermediary; the respective contractors are not vicarious agents of the Agency. 7.3. The Client indemnifies the Agency against all claims asserted by third parties against it on account of conduct for which the Client bears responsibility or liability under the contract. The Client bears the costs of any legal action.
7. Third-Party Services
7.1. The Agency is entitled to order the third-party services necessary to perform the order — where not covered by the production costs — in the name and for the account of the Client, following prior agreement with the Client. The Client undertakes to grant the Agency a corresponding power of attorney. The Client undertakes to indemnify the Agency internally against all liabilities arising from such contract conclusions, in particular the costs. 7.2. For orders placed with third parties in the name and for the account of the Client, the Agency assumes no liability whatsoever towards the Client for the services, work results and costs of the commissioned service providers. In these cases, the Agency acts merely as an intermediary; the respective contractors are not vicarious agents of the Agency. 7.3. The Client indemnifies the Agency against all claims asserted by third parties against it on account of conduct for which the Client bears responsibility or liability under the contract. The Client bears the costs of any legal action.
8. Liability and Warranty
8.1. The Agency warrants that: it holds the rights in the contract recordings to the extent of the contractual grant of rights to the Client — excluding those rights administered in trust by collecting societies, which must therefore be compensated separately; it is entitled to grant the contractual rights in the contract recordings; and the contract recordings do not infringe any copyright, ancillary copyright or other rights of third parties, insofar as the Client was not responsible for obtaining the corresponding rights. The Agency represents that it is not prevented by any third-party claims from concluding and performing this contract, and indemnifies the Client against all potential third-party claims, insofar as the Client was not responsible for obtaining the corresponding rights (e.g. image rights of employees, protagonists and colleagues). 8.2. Insofar as the Agency is itself the customer of subcontractors, it hereby assigns to the Client all warranty, damages and other claims to which it is entitled arising from defective, delayed or non-delivery. The Client undertakes to first attempt to enforce the assigned claims before having recourse to the Agency. 8.3. With the approval of drafts, rough cuts or final versions by the Client, the Client assumes responsibility for the technical and functional correctness of product, text and image. For drafts, texts and final versions thus released by the Client, the Agency's corresponding liability does not apply. 8.4. The Agency is not liable for the admissibility under competition, trademark, marking or goods-mark law, the registrability and protectability of the services, or for the novelty of the product. 8.5. If, during the production of the contract recordings, a circumstance arises that renders the contractual production impossible, the Agency is liable only for intent and gross negligence. The same applies to the non-timely completion of the film. Impossibility of production, or non-timely completion of the film, for which neither the producer nor the Client is responsible, entitles the Client only to withdraw from the contract. The services rendered to date are to be remunerated. 8.6. The licensing of third-party artistic services or footage by the Agency is not included in the production budget and is carried out — following agreement with the Client — on the Client's behalf and in the Client's name within the desired scope of use. The Client acquires the corresponding usage rights and receives the invoice. The Client transfers the files to the Agency for the provision of its services. The Agency is not liable if the Client uses licensable third-party footage for longer, more extensively or differently than originally licensed or remunerated. 8.7. Items and materials handed over to the Agency are generally not insured by the Agency. The Client must ensure adequate insurance cover. The Agency is liable for lost items and materials of the Client only in cases of intent and gross negligence. Damages exceeding the material value are excluded. 8.8. The Agency is liable for damage incurred by the Client — e.g. to templates, films, displays, layouts, etc. provided to it — only in cases of intent and gross negligence, except for damage arising from injury to life, body or health; for such damage the Agency is liable even in cases of slight negligence. Otherwise, in cases of slight negligence it is liable only where a duty is breached the observance of which is of particular importance for achieving the purpose of the contract (cardinal duty). 8.9. The Client warrants that it is entitled to use all templates, documents and other information handed over to the Agency. This also concerns copyrights and personality rights. In the case of material provided by the Client (e.g. photos, videos, music, etc.), the Agency assumes that the third parties concerned have transferred the corresponding rights to the Client. The Client undertakes to check the materials it provides for their legally unobjectionable use. The Client is liable for any recourse claims. Should the Client, contrary to this warranty, not be entitled to use the material, the Client indemnifies the Agency against all third-party compensation claims. 9. Force Majeure 9.1. In the event of force majeure — including but not limited to natural disasters, war, acts of terrorism, governmental measures, epidemics or pandemics, strikes, or transport disruptions, as well as other events beyond the Agency's control that substantially impede or render impossible its performance (for example adverse weather or the failure of communication services) — the Agency is not liable for any delay in, or failure of, the performance of the order. Such events entitle the Agency to postpone its performance by the duration of the hindrance plus a reasonable start-up period. 9.2. If the production has to be postponed on account of unforeseen circumstances outside the control of either the Client or the Agency, any additional costs arising from the postponement shall be borne in full (100%) by the Client. Weather-related postponements of the shoot are not included in the calculated production costs; any additional costs arising from this are likewise to be remunerated by the Client.
10. Termination of the Order
10.1. Upon the Client's order confirmation, the order becomes binding for the Client, i.e. the agreed price is payable for the Agency's services and work upon acceptance. 10.2. If the Client terminates or stops the commissioned service, the Agency is entitled to demand the agreed remuneration for the service phase already rendered, including the phase in which the termination occurred, as well as reimbursement of all direct investments, corresponding efforts and consequential damages. However, it must allow saved expenses, or substitute orders carried out or maliciously not undertaken, to be credited. The Client reserves the right to prove that actual services were lower or that saved expenses were higher. 10.3. The Agency notifies the Client of the completion of the individual service phases and undertakes to give the Client the opportunity to assess the phase completion. 10.4. If the Client terminates, no usage rights whatsoever pass to it. Any additional usage remuneration does not apply. 10.5. All prepared idea sketches, detailed drafts, items, volumes, data carriers and other models are to be returned to the Agency without delay; copies of data are to be deleted. 11. Collecting Societies and Artists' Social Security 11.1. The Client undertakes to pay any fees that may accrue to collecting societies, such as GEMA. These fees are not covered by the production budget. If these fees are advanced by the Agency, the Client undertakes to reimburse them to the Agency against proof. This may also take place after termination of the contractual relationship. 11.2. The Client is informed that, in the case of orders in the artistic, conceptual and advertising-consulting field, an artists' social security contribution (Künstlersozialabgabe) may be payable to the Artists' Social Security Fund (Künstlersozialkasse). This contribution may not be deducted by the Client from the production budget. The Client is responsible and itself accountable for compliance with the registration and payment obligation.
12. Confidentiality and Data Protection
12.1. The parties undertake to maintain secrecy regarding confidential information concerning the respective other party and to use it only for carrying out the cooperation and the purpose pursued thereby. 12.2. "Confidential information" means all information and documents from and about the sphere of the respective other party that come to the knowledge of the Client or the Agency, in particular information about business processes such as printing documents, layouts, figures, drawings, tapes, film material, images, videos, storage media, interactive products and/or other copyright-protected materials. In addition, confidential information of each party is information that is recognisable as confidential by its nature. 12.3. The confidentiality obligation does not apply to information that, at the time the contract was concluded, was already lawfully known to the respective other party without a confidentiality obligation, had been published, and/or had been expressly released for disclosure. 12.4. If confidential information is disclosed to a contracting party by a third party, it must notify the other contracting party in writing. The contracting parties will not use such information without the consent of the respective other contracting party. 12.5. Insofar as the Client transmits data to the Agency, the Client shall first make backup copies thereof. The Client assumes sole responsibility — including for third-party claims — for data provided by it to the Agency. The Agency assumes no liability in the event of data loss. The transport is at the Client's expense in this respect. 12.6. The parties each ensure the data protection security of the data entered and comply with the statutory data protection provisions in Germany, in particular the General Data Protection Regulation and the Federal Data Protection Act. 12.7. Insofar as the Agency processes personal data on behalf of the Client within the meaning of Article 28 of the General Data Protection Regulation (GDPR) — for example when filming the Client's employees or other data subjects — the parties shall, where legally required, conclude a separate data processing agreement (Auftragsverarbeitungsvertrag) in accordance with Article 28 GDPR before such processing begins. 13. Final Provisions 13.1. The place of performance and jurisdiction is the Agency's registered place of business. 13.2. For the contracts concluded on the basis of these General Terms and Conditions, and for claims of any kind arising from them, the law of the Federal Republic of Germany applies exclusively, to the exclusion of the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) and to the exclusion of German private international law. 13.3. Should individual provisions of these General Terms and Conditions be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall not be affected thereby. In place of the invalid or unenforceable provision, the applicable statutory provisions shall apply.
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Terms of Service
Terms of Service
Essential guidelines for working with Bear Film GmbH
Our Terms of Service outlines our client agreement, setting clear guidelines for deliverables, payments, and intellectual property rights. This protects both parties and prevents misunderstandings in creative projects.
1. Scope of Services
1.1. The scope of the agreed services results from the Agency's offer underlying the provision of services. Subsequent changes require the written form. 1.2. Insofar as the Client provides no specifications for the provision of services (for example regarding concept, design and/or technology), the Agency is free in implementing the services. The Agency bears sole responsibility for the technical and artistic design of the Video Production as a whole and of its parts. 1.3. All work is generally carried out to the best of the Agency's knowledge and belief, observing a balanced relationship between economic efficiency and the best possible result in the Client's interest. The Agency undertakes to carry out the order with the greatest possible care, and in particular to handle carefully any templates, films, displays, layouts, etc. provided to it. 1.4. The Agency is entitled to render the agreed services in whole or in part itself, or to have them rendered by third parties.
2. Copyright and Usage Rights
2.1. Every creative order placed with the Agency constitutes a copyright work contract (commissioned work). The subject matter of the contract is the creation of the commissioned work and the granting of usage rights in that work. The provisions of contract-for-work law and copyright law apply. All drafts and works are subject to the Copyright Act and are protected as personal intellectual creations. The provisions of the Copyright Act apply even where the level of originality required under Section 2 of the German Copyright Act (UrhG) is not reached in the individual case. The Client acknowledges that the material delivered by the Agency constitutes copyright-protected works within the meaning of Section 2 UrhG. The Agency is furthermore entitled in particular to the ancillary copyright (neighbouring rights) claims under Section 94 UrhG. 2.2. The Agency undertakes to acquire all rights to the extent necessary to realise the purpose of the contract. In this context, the Agency grants the Client the usage rights in and to the Video Production required for the respective purpose, for exploitation within the agreed scope (in terms of time and territory), insofar as they are held by the Agency itself, have been transferred by the filmmakers under existing contracts, or have otherwise been acquired from the rights holders within the customary commercial framework. 2.3. Unless otherwise agreed, only the non-exclusive (simple) usage right is transferred in each case. The transfer of usage rights, the granting of further usage rights, and the exercise of usage rights by third parties require a written agreement. The Agency is entitled to information regarding the extent of the Client's use. Repeat uses (e.g. new editions) or multiple uses (e.g. for a different product) are subject to a fee; they require the Agency's consent. 2.4. If the Client wishes to acquire rights in the film beyond the agreed use, a separate agreement must be concluded with the Agency to that effect. 2.5. The drafts and works, including the authorship designation, may not be altered, edited or passed on to third parties — neither in the original nor in reproduction — without the Agency's express consent. Any imitation, including of parts, of the work is impermissible. A breach of this Clause 2.5, sentences 1 and 2, entitles the Agency to demand a contractual penalty of 100% of the agreed remuneration, in addition to the remuneration payable in any event. 2.6. The usage rights pass only upon full payment of the remuneration. Until full payment, the Client is permitted to use the services rendered by the Agency only revocably. 2.7. The Agency must be named as the author on the copies. A breach of this provision entitles the Agency to demand a contractual penalty of 100% of the agreed remuneration, in addition to the remuneration payable in any event. The right to assert higher damages upon proof remains unaffected. The contractual penalty is set off against any damages. 2.8. The Agency has the right, even after the Client has acquired usage rights, to present the Video Production as well as the drafts, designs, layouts and other works it has created in connection with the Video Production — without the Client's specific consent, without time limit and across all media — as a reference in its own advertising, at presentations, in competitions and editorially, including in altered, translated, supplemented, branded or abridged form. 2.9. Suggestions and instructions of the Client, its employees and agents, or its other collaboration for technical, creative or other reasons, have no effect on the amount of the remuneration.
3. Retention of Title
3.1. Ownership of the picture and sound negatives, and of all materials created by the Agency itself for the production of the Video Production such as scripts and documents, remains with the Agency. Only usage rights are granted in the Agency's works. 3.2. The data and files created in performance of the contract likewise remain the property of the Agency. The Agency is not obliged to hand over data and files beyond the purpose of the contract. If the Client wishes them to be handed over, this must be agreed separately and, where applicable, remunerated. Where the Agency has provided the Client with data and files, these may only be altered with prior consent. 4. Client's Duty to Cooperate 4.1. As soon as the Agency has created a concept that meets the contractual requirements of the respective contract, the Client shall release the concept. 4.2. All services of the Agency (in particular all drafts, test versions, etc.) on the basis of which the Agency is to render follow-up services or to commission them from third parties must be reviewed by the Client without delay after delivery and, within 3 working days, either released for further use or objected to. If neither a release nor an objection is made within this period, the release is deemed to have been granted by the Client. 4.3. The Client shall itself review, or have reviewed by third parties, the legal admissibility of the services, in particular under competition, trademark, goods and marking law. 4.4. The Client shall ensure that all documents necessary for the Agency to perform its work — in particular all texts, images, graphics, logos and tables to be incorporated, insofar as these do not form part of the scope of services — are provided in good time and, where applicable upon request, without delay in a form suitable for processing; that all information is provided to the Agency; and that the Agency is informed of all processes and circumstances necessary for the provision of services. This also applies to documents, processes and circumstances that only become known during the Agency's provision of services. The Agency is not obliged to review the content provided by the Client, in particular as to whether it is suitable for achieving the purpose pursued by the commissioned service. The technical and substantive responsibility for the delivered content lies exclusively with the Client. Only in the case of obvious errors is the Agency obliged to point out defects in the content to the Client. 4.5. As soon as any circumstances become apparent to the Client that may call into question the contractual performance of the order, the Client shall notify the Agency without delay in writing of these circumstances and of any measures to be considered by it.
5. Compensation
5.1. Drafts and final versions of the Video Production, together with the granting of usage rights, constitute a single, unified service. The remuneration corresponds to the production costs stated in the offer. If no remuneration is agreed, the remuneration customary under the collective agreement for design services SDSt/AGD and the fee recommendations of the German Association of Advertising Agencies (GWA, respective current version) is deemed agreed. The remunerations are net amounts, payable plus statutory value added tax. 5.2. If the drafts or the final version are subsequently used again or to a greater extent than originally envisaged, the Client is obliged to pay remuneration for the additional use. Each renewed use of the drafts or contract recordings requires the Agency's prior written consent. The same applies to uses that go beyond the originally agreed or envisaged scope. 5.3. The preparation of drafts, the Video Production itself and all other activities that the Agency renders to the Client are subject to a charge, unless expressly agreed otherwise. Working free of charge — in particular the free creation of drafts — is not customary in the profession. If no usage rights are granted and only drafts and/or the Video Production are delivered, the remuneration for the use does not apply. 5.4. Error corrections are free of charge within 3 days of acceptance of the work. Objections to obvious defects must be asserted in writing to the Agency within 14 days of acceptance of the Video Production. Timely dispatch of the complaint suffices to meet the deadline. Revisions (change requests by the Client before, during or after the production) are included in the scope of services only if expressly stated in the offer. The creation of further videos is charged separately according to the time spent. The Agency must announce in advance any additional cost claims arising from the Client's change requests. If it fails to do so, additional costs may be claimed only in the amount of 50% of the production costs. If the Agency wishes to deviate from the approved script and this causes additional costs, these require the Client's prior consent. 5.5. Expenses for incidental costs necessary to perform the order and not covered by the production costs are to be reimbursed by the Client after prior agreement with the Client, unless otherwise agreed. Travel costs and expenses for trips that are necessary — following agreement with the Client — for carrying out the order or the use are likewise to be reimbursed by the Client. 5.6. If the time envisaged for the Video Production is exceeded, the fee increases in accordance with the effort. 5.7. If a production is cancelled at short notice by the Client, a cancellation fee is payable (50% for a cancellation up to one week before the start of production, 75% for a cancellation less than one week before the start of production). 5.8. If the performance of the order is delayed for reasons for which the Client is responsible, the Agency may demand a reasonable increase in the remuneration.6.1. The payment dates and payment terms set out in the Agency's offer or proposal are binding. Insofar as the offer or proposal does not specify a payment date, the remuneration is due upon acceptance of the work and is payable without deduction within 14 days of receipt of the invoice. 6. Payment, Due Date and Default 6.1. The payment dates and payment terms set out in the Agency's offer or proposal are binding. Insofar as the offer or proposal does not specify a payment date, the remuneration is due upon acceptance of the work and is payable without deduction within 14 days of receipt of the invoice. 6.2. If the ordered works are accepted in parts, a corresponding partial fee is due upon acceptance of each part. If an order extends over a longer period or requires the Agency to make substantial advance financial outlays, reasonable interim payments are permissible. 6.3. If the Client does not pay by the due date, the Client is in default. Where a calendar date for payment is specified, the Client is in default upon expiry of that date without the need for a reminder; in any event, the Client is in default at the latest 30 days after the due date and receipt of the invoice. During default, the Agency is entitled to default interest at the statutory rate. For legal transactions in which a consumer is not involved, this amounts to nine (9) percentage points per annum above the respective base interest rate (Section 247 of the German Civil Code, BGB), together with a flat fee of EUR 40 (Section 288 BGB). The Agency reserves the right to assert further damage caused by the default. 6.4. The Client may set off only against claims that are undisputed or have been finally established by a court. The Client may exercise a right of retention only where its counterclaim is based on the same contractual relationship. 6.5. Within the scope of the order, there is creative freedom. Acceptance may not be refused on artistic grounds. By placing the order, the Client confirms that, prior to placing the order, it has sufficiently satisfied itself of the creative quality of the Agency's services through earlier work samples and references. Complaints regarding the artistic design are excluded. Acceptance may not be refused on grounds of taste. Any dislike does not justify a reduction of the remuneration. 6.6. Quality requirements that are subject to subjective assessment — in particular colouring, brightness, contrast, editing, choice of music or volume — do not give rise to any warranty claim. The Client's warranty claims are limited to the right to rectification or replacement delivery at the Agency's discretion. The Agency shall be given a reasonable period for this. The warranty right lapses if the Client has itself made, or had made, changes to the works without the Agency's prior written consent. 6.7. The agreed price for concepts, storyboards or scripts is payable by the Client even if it does not have them filmed. The fee for the Video Production is also payable in full even if the commissioned and delivered material is not published by the Client. 6.8. Complaints of any kind must be asserted in writing to the Agency within 14 days of delivery of the work. Thereafter, the work is deemed to have been accepted free of defects. 7. Third-Party Services 7.1. The Agency is entitled to order the third-party services necessary to perform the order — where not covered by the production costs — in the name and for the account of the Client, following prior agreement with the Client. The Client undertakes to grant the Agency a corresponding power of attorney. The Client undertakes to indemnify the Agency internally against all liabilities arising from such contract conclusions, in particular the costs. 7.2. For orders placed with third parties in the name and for the account of the Client, the Agency assumes no liability whatsoever towards the Client for the services, work results and costs of the commissioned service providers. In these cases, the Agency acts merely as an intermediary; the respective contractors are not vicarious agents of the Agency. 7.3. The Client indemnifies the Agency against all claims asserted by third parties against it on account of conduct for which the Client bears responsibility or liability under the contract. The Client bears the costs of any legal action.
7. Third-Party Services
7.1. The Agency is entitled to order the third-party services necessary to perform the order — where not covered by the production costs — in the name and for the account of the Client, following prior agreement with the Client. The Client undertakes to grant the Agency a corresponding power of attorney. The Client undertakes to indemnify the Agency internally against all liabilities arising from such contract conclusions, in particular the costs. 7.2. For orders placed with third parties in the name and for the account of the Client, the Agency assumes no liability whatsoever towards the Client for the services, work results and costs of the commissioned service providers. In these cases, the Agency acts merely as an intermediary; the respective contractors are not vicarious agents of the Agency. 7.3. The Client indemnifies the Agency against all claims asserted by third parties against it on account of conduct for which the Client bears responsibility or liability under the contract. The Client bears the costs of any legal action.
8. Liability and Warranty
8.1. The Agency warrants that: it holds the rights in the contract recordings to the extent of the contractual grant of rights to the Client — excluding those rights administered in trust by collecting societies, which must therefore be compensated separately; it is entitled to grant the contractual rights in the contract recordings; and the contract recordings do not infringe any copyright, ancillary copyright or other rights of third parties, insofar as the Client was not responsible for obtaining the corresponding rights. The Agency represents that it is not prevented by any third-party claims from concluding and performing this contract, and indemnifies the Client against all potential third-party claims, insofar as the Client was not responsible for obtaining the corresponding rights (e.g. image rights of employees, protagonists and colleagues). 8.2. Insofar as the Agency is itself the customer of subcontractors, it hereby assigns to the Client all warranty, damages and other claims to which it is entitled arising from defective, delayed or non-delivery. The Client undertakes to first attempt to enforce the assigned claims before having recourse to the Agency. 8.3. With the approval of drafts, rough cuts or final versions by the Client, the Client assumes responsibility for the technical and functional correctness of product, text and image. For drafts, texts and final versions thus released by the Client, the Agency's corresponding liability does not apply. 8.4. The Agency is not liable for the admissibility under competition, trademark, marking or goods-mark law, the registrability and protectability of the services, or for the novelty of the product. 8.5. If, during the production of the contract recordings, a circumstance arises that renders the contractual production impossible, the Agency is liable only for intent and gross negligence. The same applies to the non-timely completion of the film. Impossibility of production, or non-timely completion of the film, for which neither the producer nor the Client is responsible, entitles the Client only to withdraw from the contract. The services rendered to date are to be remunerated. 8.6. The licensing of third-party artistic services or footage by the Agency is not included in the production budget and is carried out — following agreement with the Client — on the Client's behalf and in the Client's name within the desired scope of use. The Client acquires the corresponding usage rights and receives the invoice. The Client transfers the files to the Agency for the provision of its services. The Agency is not liable if the Client uses licensable third-party footage for longer, more extensively or differently than originally licensed or remunerated. 8.7. Items and materials handed over to the Agency are generally not insured by the Agency. The Client must ensure adequate insurance cover. The Agency is liable for lost items and materials of the Client only in cases of intent and gross negligence. Damages exceeding the material value are excluded. 8.8. The Agency is liable for damage incurred by the Client — e.g. to templates, films, displays, layouts, etc. provided to it — only in cases of intent and gross negligence, except for damage arising from injury to life, body or health; for such damage the Agency is liable even in cases of slight negligence. Otherwise, in cases of slight negligence it is liable only where a duty is breached the observance of which is of particular importance for achieving the purpose of the contract (cardinal duty). 8.9. The Client warrants that it is entitled to use all templates, documents and other information handed over to the Agency. This also concerns copyrights and personality rights. In the case of material provided by the Client (e.g. photos, videos, music, etc.), the Agency assumes that the third parties concerned have transferred the corresponding rights to the Client. The Client undertakes to check the materials it provides for their legally unobjectionable use. The Client is liable for any recourse claims. Should the Client, contrary to this warranty, not be entitled to use the material, the Client indemnifies the Agency against all third-party compensation claims. 9. Force Majeure 9.1. In the event of force majeure — including but not limited to natural disasters, war, acts of terrorism, governmental measures, epidemics or pandemics, strikes, or transport disruptions, as well as other events beyond the Agency's control that substantially impede or render impossible its performance (for example adverse weather or the failure of communication services) — the Agency is not liable for any delay in, or failure of, the performance of the order. Such events entitle the Agency to postpone its performance by the duration of the hindrance plus a reasonable start-up period. 9.2. If the production has to be postponed on account of unforeseen circumstances outside the control of either the Client or the Agency, any additional costs arising from the postponement shall be borne in full (100%) by the Client. Weather-related postponements of the shoot are not included in the calculated production costs; any additional costs arising from this are likewise to be remunerated by the Client.
10. Termination of the Order
10.1. Upon the Client's order confirmation, the order becomes binding for the Client, i.e. the agreed price is payable for the Agency's services and work upon acceptance. 10.2. If the Client terminates or stops the commissioned service, the Agency is entitled to demand the agreed remuneration for the service phase already rendered, including the phase in which the termination occurred, as well as reimbursement of all direct investments, corresponding efforts and consequential damages. However, it must allow saved expenses, or substitute orders carried out or maliciously not undertaken, to be credited. The Client reserves the right to prove that actual services were lower or that saved expenses were higher. 10.3. The Agency notifies the Client of the completion of the individual service phases and undertakes to give the Client the opportunity to assess the phase completion. 10.4. If the Client terminates, no usage rights whatsoever pass to it. Any additional usage remuneration does not apply. 10.5. All prepared idea sketches, detailed drafts, items, volumes, data carriers and other models are to be returned to the Agency without delay; copies of data are to be deleted. 11. Collecting Societies and Artists' Social Security 11.1. The Client undertakes to pay any fees that may accrue to collecting societies, such as GEMA. These fees are not covered by the production budget. If these fees are advanced by the Agency, the Client undertakes to reimburse them to the Agency against proof. This may also take place after termination of the contractual relationship. 11.2. The Client is informed that, in the case of orders in the artistic, conceptual and advertising-consulting field, an artists' social security contribution (Künstlersozialabgabe) may be payable to the Artists' Social Security Fund (Künstlersozialkasse). This contribution may not be deducted by the Client from the production budget. The Client is responsible and itself accountable for compliance with the registration and payment obligation.
12. Confidentiality and Data Protection
12.1. The parties undertake to maintain secrecy regarding confidential information concerning the respective other party and to use it only for carrying out the cooperation and the purpose pursued thereby. 12.2. "Confidential information" means all information and documents from and about the sphere of the respective other party that come to the knowledge of the Client or the Agency, in particular information about business processes such as printing documents, layouts, figures, drawings, tapes, film material, images, videos, storage media, interactive products and/or other copyright-protected materials. In addition, confidential information of each party is information that is recognisable as confidential by its nature. 12.3. The confidentiality obligation does not apply to information that, at the time the contract was concluded, was already lawfully known to the respective other party without a confidentiality obligation, had been published, and/or had been expressly released for disclosure. 12.4. If confidential information is disclosed to a contracting party by a third party, it must notify the other contracting party in writing. The contracting parties will not use such information without the consent of the respective other contracting party. 12.5. Insofar as the Client transmits data to the Agency, the Client shall first make backup copies thereof. The Client assumes sole responsibility — including for third-party claims — for data provided by it to the Agency. The Agency assumes no liability in the event of data loss. The transport is at the Client's expense in this respect. 12.6. The parties each ensure the data protection security of the data entered and comply with the statutory data protection provisions in Germany, in particular the General Data Protection Regulation and the Federal Data Protection Act. 12.7. Insofar as the Agency processes personal data on behalf of the Client within the meaning of Article 28 of the General Data Protection Regulation (GDPR) — for example when filming the Client's employees or other data subjects — the parties shall, where legally required, conclude a separate data processing agreement (Auftragsverarbeitungsvertrag) in accordance with Article 28 GDPR before such processing begins. 13. Final Provisions 13.1. The place of performance and jurisdiction is the Agency's registered place of business. 13.2. For the contracts concluded on the basis of these General Terms and Conditions, and for claims of any kind arising from them, the law of the Federal Republic of Germany applies exclusively, to the exclusion of the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) and to the exclusion of German private international law. 13.3. Should individual provisions of these General Terms and Conditions be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall not be affected thereby. In place of the invalid or unenforceable provision, the applicable statutory provisions shall apply.
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