GTC

Validity of the

General Terms and Conditions
– only for business transactions with entrepreneurs –
Contents

A. WEB/APP DESIGN AND PROGRAMMING
B. PRODUCTION OF VIDEOS AND PHOTOS
C. GRAPHIC DESIGN AND PRINT PRODUCTS

A. WEB/APP DESIGN AND PROGRAMMING

1.Subject matter, Scope of application

1.1. The subject of point A. of these General Terms and Conditions is the conception, design and realization of websites and/or apps by Dima Schkolerman and Adrian Sangeorgean, Darmstädter Straße 11, 64646 Heppenheim (hereinafter “we” or “us”) for the customer (hereinafter “customer” or “you” or “you”).

1.2. These General Terms and Conditions apply exclusively to business transactions with entrepreneurs within the meaning of the statutory definition in Section 14 of the German Civil Code, i.e. to natural and legal persons or partnerships with legal capacity who enter into a business relationship with us in the exercise of their commercial or independent professional activity.

1.3. Our offers and services are subject exclusively to these General Terms and Conditions. Any terms and conditions of the user that deviate from and/or go beyond these terms and conditions shall not become part of the contract.

2.Benefits

2.1 The website or app is designed in consultation with the customer. The scope, functionality, property descriptions and technical requirements are listed in the offer documents. They form the basis of the price calculation.

2.2. We shall endeavour to implement subsequent requests for changes or additions by the customer, such as an extension of the scope, the realization of further functions and the modification or extension of processing stages or elements already approved by the customer, at the customer’s request. We shall have no legal obligation to carry out subsequent requests for changes or additions unless there is no apparent objective reason for refusing the changes. We will inform the customer immediately if we reject subsequent change requests from the customer. Additional expenses due to changes or additions shall be remunerated separately.

3. Obligations to cooperate, indemnification obligation of the customer

3.1 The customer is obliged to provide all necessary cooperation, in particular to deliver without delay all content and materials (texts, images, tables, etc.) to be integrated into the website or app, which he wishes to be taken into account, in a form or quality suitable for implementation in the programming, and to make available without delay on request all other information, documents and data required for the service, including access data and suitable test data.

3.2. The customer is solely responsible for materials and content provided by the customer. We do not assume any obligation to check the content, in particular we are not obliged to check the content for possible infringements of third-party rights. The customer is solely responsible for ensuring that the content provided by him does not violate any laws or third-party rights.

3.3. Should third parties assert claims against us due to possible legal infringements, the customer undertakes to indemnify us against any liability and to reimburse us for any expenses and damages incurred by us as a result, including reasonable costs of legal defense.

3.4. The customer shall ensure that personnel authorized to make decisions are named to us for necessary coordination meetings and shall guarantee their availability.

4. Completion time, Acceptance

4.1. The customer is obliged to immediately issue approval of our detailed planning – in particular the approval of the layouts created by us for programming – by means of a corresponding declaration in text form, provided that this detailed planning meets the requirements on which the contract is based and no objections are raised that are comprehensible taking into account the interests of both parties.

4.2. If a production time has been agreed, this shall be extended if the customer’s cooperation or the approval of concepts or drafts is delayed or refused or if subsequent change requests by the customer result in additional costs.

4.3 After completion, the customer shall be obliged to accept the website or app, provided that it has essentially been produced in accordance with the contract. Acceptance shall be deemed to have been granted if the customer does not report significant defects in text form within four weeks of notification of completion by us and online provision. We point out to the customer in the notification of completion that the deemed acceptance will occur after the deadline has expired.

5. Copyrights, Source code

5.1 Unless otherwise agreed, the customer shall receive the right, unlimited in time and space, to reproduce, edit or otherwise redesign the website or app for the purposes of the contractually intended use as a website or app, or to use it in any way in this context. We grant the customer all other possible performance and property rights that are necessary for this use. We are entitled to add a discreet copyright notice to the homepage of the website or app. Furthermore, we are entitled to use the name and company logo of the customer as well as representations of the website or app or links to it for advertising purposes as a reference, e.g. in the form of screenshots of the Internet presence on our website or as part of individual offer documents. 5.2. The customer is not entitled to receive the source code unless the parties have expressly agreed to this or have provided for separate remuneration. Commenting on the source code is not included or would be the subject of a separate agreement and remuneration.

5.3. The above claims (or possible claims) shall only arise upon fulfillment of all payment obligations of the customer.

6. Defect rights, Obligation to inspect and Give notice of defects

6.1 We undertake to provide the website or app free of material defects and defects of title in accordance with the statutory provisions and the following provisions. Warranty rights are excluded insofar as they are based on materials provided by the customer or other specifications of the customer.

6.2 If the website or app is defective, the customer may demand subsequent performance. We shall be entitled to choose whether subsequent performance is to be effected by remedying the defect or delivering a defect-free item. The customer shall only be entitled to reduce the remuneration or withdraw from the contract if the subsequent performance has failed. Further claims for damages only exist under the additional conditions of § 8.

6.3 The customer must inspect the website or app immediately after delivery by us, insofar as this is feasible in the ordinary course of business. Defects recognizable during the inspection must be reported immediately. Defects not recognizable during the inspection must be reported immediately after discovery of the defect. The complaint is deemed to be immediate if it is made within 14 days. Timely dispatch of the notification shall be sufficient to ensure timeliness. If the customer fails to notify us, claims for defects are excluded.

6.4. Warranty claims and rights expire one year after delivery. By way of derogation, the statutory limitation periods shall apply to claims for damages arising from injury to life, limb or health. The statutory limitation periods shall also apply to claims for other damages that are based on an intentional or grossly negligent breach of duty by us or our vicarious agents.

7.Liability

7.1. We shall only be liable for damages of any kind – notwithstanding the other statutory requirements for claims – in the event of intent and gross negligence. We shall only be liable for simple negligence in the event of a breach of an obligation, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the customer may regularly rely (cardinal obligation). Otherwise, liability for damages of any kind, regardless of the basis of the claim, including liability for culpa in contrahendo, is excluded. If we are liable due to negligent behavior, liability is generally limited to the damage that we could typically expect to occur according to the circumstances known at the time the contract was concluded. The above exclusions and limitations of liability shall not apply if we have assumed a guarantee, for damages that are to be compensated under the Product Liability Act, or for damages to life, body or health. The above exclusions and limitations of liability shall also apply in favor of employees, vicarious agents and other third parties whose services we use to fulfill the contract.

8. Applicable law, Place of jurisdiction

8.1. The law of the Federal Republic of Germany shall apply with the exception of the UN Convention on Contracts for the International Sale of Goods (CISG).

8.2. The place of jurisdiction for transactions with merchants, legal entities under public law or special funds under public law is the registered office of our company. However, we are entitled, at our discretion, to sue at the customer’s place of business.

B. PRODUCTION OF VIDEOS AND PHOTOS

1.Subject matter, Scope of application

1.1. The subject of Section A. of these General Terms and Conditions is the production of advertising, presentation and image videos (hereinafter “videos”) and photos (hereinafter “images”) by Dima Schkolerman and Adrian Sangeorgean, Darmstädter Straße 11, 64646 Heppenheim (hereinafter “we” or “us”) for the customer (hereinafter “customer” or “you” or “you”).

1.2. These General Terms and Conditions apply exclusively to business transactions with entrepreneurs within the meaning of the statutory definition in Section 14 of the German Civil Code, i.e. to natural and legal persons or partnerships with legal capacity who enter into a business relationship with us in the exercise of their commercial or independent professional activity.

1.3. Our offers and services are subject exclusively to these General Terms and Conditions. Any terms and conditions of the user that deviate from and/or go beyond these terms and conditions shall not become part of the contract.

2.Benefits

2.1. The price calculation is based on the script, location and/or image content agreed with the client at the outset.

2.2. We shall endeavor to implement subsequent requests for changes or additions by the customer at the customer’s request. There is no legal obligation to do so unless an objective reason for refusing the changes is not apparent. We will inform the customer immediately if we reject subsequent change requests from the customer. Additional expenses due to changes or additions shall be remunerated separately.

3. Obligations to cooperate, indemnification obligation of the customer

3.1 The customer is obliged to provide all necessary cooperation, in particular to provide any filming location(s), props and actors/actresses/models to be provided by the customer.

3.2 Property release: If the filming location for a video and/or the location for a photo shoot is to be provided by the customer, the customer shall also be responsible for ensuring that any third party authorized to dispose of the property (e.g. apartment owner) issues a corresponding filming permit or photography permit (“property release”).

3.3. Responsibility for content: The customer is solely responsible for ensuring that the content provided by him for inclusion in the video and/or images does not violate any laws or third-party rights. You must ensure that this content and its use for the production and use of the video or images does not violate any relevant statutory provisions and does not violate the industrial property rights of third parties or the intellectual property rights of third parties, such as, for example, the copyright of a third party. Name rights, Trademark rights (brands, design patents) or Copyrights. You assure us that you are free to dispose of the necessary rights to the materials and content and that the rights of third parties do not conflict with this. We do not assume any obligation to check the content, in particular we are not obliged to check the content for possible infringements of third-party rights.

3.3.1. Music in particular: If the customer provides pieces of music (or excerpts or parts thereof) for inclusion in the video to be produced, he warrants that he has the necessary rights to do so. This applies in particular to the authors’ film production rights to the composition and lyrics (to be requested from the music publisher, the collecting society {e.g. GEMA} and/or the author himself) as well as the performers’ (performers’) and producers’ (producers’) rights to the recording (to be requested from the record company and/or the performer himself).

3.4. Should third parties contact us due to possible legal violations within the meaning of section 3.3. (including 3.3.1.), the customer undertakes to indemnify us against any liability and to reimburse us for any expenses and damages incurred by us as a result, including reasonable costs of legal defense.

3.5. The customer shall ensure that personnel authorized to make decisions are named to us for necessary coordination meetings and shall guarantee their availability.

4. Completion time, Acceptance

4.1. The customer shall be obliged to give its approval to our concept without delay by means of a corresponding declaration in text form, provided that this concept meets the requirements on which the contract is based and no reasonable objections are raised, taking into account the interests of both parties.

4.2. If a production time has been agreed, this shall be extended if the customer’s cooperation or the approval of concepts or drafts is delayed or refused or if subsequent change requests by the customer result in additional costs.

4.3. After completion, the customer is obliged to accept the video and/or images produced, provided that they are essentially produced in accordance with the contract. Acceptance shall be deemed to have been granted if the customer does not report defects in text form within four weeks of notification of completion by us and provision (for online retrieval or on a data carrier). As part of the notification of completion, we shall draw the customer’s attention to the occurrence of the deemed acceptance after expiry of the deadline.

5. Copyrights

5.1 Unless otherwise agreed, the customer shall be granted the right to use the video or images for the intended purposes without restriction in terms of time and space. Shortening or partial use is permitted, but any further processing or other alteration requires our consent. The transfer of rights relates to the finished edited version of the video, not to the uncut version and/or other recordings/footage and also not to the original files or, in the case of images, to the finished images and not to the original files.

5.2 The above claims shall not arise until all payment obligations of the customer have been fulfilled.

6.Credits

6.1. We are entitled to provide the video with appropriate credits (references to copyright and/or ancillary copyright holders) in the end credits.

6.2. Images must be credited with the following picture credits each time they are used: 1Plus Agency

7.Reference use

7.1 Furthermore, we are entitled to use the name and company logo of the customer as well as the video or the images and/or excerpts thereof for advertising purposes as a reference, e.g. on our website or as part of individual presentations.

8. Cancellation by the customer

8.1. You may cancel your order for the production of a video and/or images until completion if there is an important reason for doing so. As a rule, good cause requires that the reason for termination lies within our sphere of risk. If your requirements are not met, this is generally within your area of risk and is therefore not usually an important reason.

8.2. In the event of cancellation, we are entitled to charge you the difference between the agreed remuneration and that which we have saved in expenses as a result of the cancellation of the contract or have acquired through other use of our labor or have maliciously failed to acquire.

8.3. Instead of a specific calculation of the difference within the meaning of the above paragraph (2), we may charge a flat-rate cancellation fee of 15% of the agreed remuneration. If you can prove that the difference within the meaning of paragraph (2) above is lower, this lower amount shall apply.

8.4. Even if the prerequisites for cancelation under this section are not met, you can of course ask us at any time whether we would agree to a cancellation. We will then check whether and under what conditions we can comply with your cancellation request.

9. Defect rights

9.1. Warranty claims and rights expire one year after acceptance. By way of derogation, the statutory limitation periods shall apply to claims for damages arising from injury to life, limb or health. The statutory limitation periods shall also apply to claims for other damages that are based on an intentional or grossly negligent breach of duty by us or our vicarious agents.

10.Liability

10.1. We shall only be liable for damages of any kind – notwithstanding the other statutory requirements for claims – in the event of intent and gross negligence. We shall only be liable for simple negligence in the event of a breach of an obligation, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the customer may regularly rely (cardinal obligation). Otherwise, liability for damages of any kind, regardless of the basis of the claim, including liability for culpa in contrahendo, is excluded. If we are liable due to negligent behavior, liability is generally limited to the damage that we could typically expect to occur according to the circumstances known at the time the contract was concluded. The above exclusions and limitations of liability shall not apply if we have assumed a guarantee, for damages that are to be compensated under the Product Liability Act, or for damages to life, body or health. The above exclusions and limitations of liability shall also apply in favor of employees, vicarious agents and other third parties whose services we use to fulfill the contract.

11. Applicable law, Place of jurisdiction

11.1. The law of the Federal Republic of Germany shall apply with the exception of the UN Convention on Contracts for the International Sale of Goods (CISG).

11.2. The place of jurisdiction for transactions with merchants, legal entities under public law or special funds under public law is the registered office of our company. However, we are entitled, at our discretion, to sue at the customer’s place of business.

C. GRAPHIC DESIGN AND PRINT PRODUCTS

1.Subject matter, Scope of application

1.1 The subject matter of point C. of these General Terms and Conditions is the legal relationship between Dima Schkolerman and Adrian Sangeorgean, Darmstädter Straße 11, 64646 Heppenheim (hereinafter “we” or “us”) and the customer (hereinafter “Customer” or “you” or “your”) regarding the conception and creation of logos, designs, layouts or other graphics (hereinafter “Graphic(s)”) for flyers, brochures, business cards and other print products (hereinafter “Print Products”). “you”) regarding the conception and creation of logos, designs, layouts or other graphics (hereinafter “graphic(s)”) for flyers, brochures, business cards and other printed products (hereinafter “printed product(s)”) and, if applicable, the production (by subcontracting a print shop) and delivery of the printed products themselves.

1.2. These General Terms and Conditions apply exclusively to business transactions with entrepreneurs within the meaning of the statutory definition in Section 14 of the German Civil Code, i.e. to natural and legal persons or partnerships with legal capacity who enter into a business relationship with us in the exercise of their commercial or independent professional activity.

1.3. Our offers and services are subject exclusively to these General Terms and Conditions. Any terms and conditions of the user that deviate from and/or go beyond these terms and conditions shall not become part of the contract.

2. Obligations to cooperate, Indemnification obligation of the customer

2.1 The customer shall be obliged to provide all necessary cooperation, in particular to supply without delay all content and materials (texts, images, tables, etc.) to be incorporated into the graphics or the printed product, which the customer wishes to be included, in a form or quality suitable for implementation, and to provide all other information, documents and data required for the service without delay on request.

2.2. The customer is solely responsible for materials and content provided by the customer. We do not assume any obligation to check the content, in particular we are not obliged to check the content for possible infringements of third-party rights. The customer is solely responsible for ensuring that the content provided by him does not violate any laws or third-party rights.

2.3. Should third parties assert claims against us due to possible legal infringements, the customer undertakes to indemnify us against any liability and to reimburse us for any expenses and damages incurred by us as a result, including reasonable costs of legal defense.

3.Raw files and Print templates

3.1. The customer shall not be entitled to receive the raw files or the artwork if and insofar as the parties have not expressly agreed this or have provided for separate remuneration for this.

4. Delivery of printed matter

4.1. In the case of printed products, excess or short deliveries of up to 10% of the ordered print run cannot be objected to. The quantity delivered is invoiced. For deliveries from special paper products weighing less than 1000 kg, the percentage increases to 20%, and to 15% for deliveries weighing less than 2000 kg.

5 Delivery disruptions for printed products

5.1. If we are unable to provide printed products because we are not supplied by a subcontractor through no fault of our own despite the subcontractor’s contractual obligation, we shall be entitled to (partially) withdraw from the contract with the customer with regard to the printed products in question. In this case, we will inform the customer immediately that the ordered products are not available and reimburse any services already rendered without delay.

6. Rights of use

6.1. Unless otherwise agreed, the customer shall be granted the right to use the graphics for the intended purposes without restriction in terms of time and territory. Shortening or partial use is permitted, but any further processing or other alteration requires our consent. Unless otherwise agreed, the transfer of rights relates solely to the transmitted final format, not to the original files, even if these are supplied.

7. Specimen copies

7.1. The customer shall provide us free of charge with 3 flawless copies of all graphics and printed matter reproduced and created by us.

8. Own use for reference purposes

8.1. We are entitled to use graphics and print products created by us and/or the name, company and logo of the customer for our own reference purposes, e.g. on our presence on the Internet and/or in social media or, for example also in advertising flyers, brochures, catalogs and/or other printed matter.

9. Claims for defects

9.1. Warranty claims and rights expire one year after delivery or acceptance. By way of derogation, the statutory limitation periods shall apply to claims for damages due to injury to life, limb or health, injury to life, body or health. The statutory limitation periods shall also apply to claims for other damages that are based on an intentional or grossly negligent breach of duty by us or our vicarious agents.

9.2. The following applies to the delivery of movable goods to be manufactured or produced by us: If the customer acts as a merchant within the meaning of § 1 of the German Commercial Code, he must inspect the goods immediately upon receipt. Recognizable defects must be reported to us in writing immediately upon receipt of the goods or – if the defect only becomes apparent later – immediately upon discovery. Timely dispatch of the notification shall suffice to preserve the customer’s rights. If this does not occur, the goods shall be deemed to have been approved. This shall not apply if we have fraudulently concealed the defect.

10.Liability

10.1. We shall only be liable for damages of any kind – notwithstanding the other statutory requirements for claims – in the event of intent and gross negligence. We shall only be liable for simple negligence in the event of a breach of an obligation, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the customer may regularly rely (cardinal obligation). Otherwise, liability for damages of any kind, regardless of the basis of the claim, including liability for culpa in contrahendo, is excluded. If we are liable due to negligent behavior, liability is generally limited to the damage that we could typically expect to occur according to the circumstances known at the time the contract was concluded. The above exclusions and limitations of liability shall not apply if we have assumed a guarantee, for damages that are to be compensated under the Product Liability Act, or for damages to life, body or health. The above exclusions and limitations of liability shall also apply in favor of employees, vicarious agents and other third parties whose services we use to fulfill the contract.

11. Applicable law, Place of jurisdiction

11.1. The law of the Federal Republic of Germany shall apply with the exception of the UN Convention on Contracts for the International Sale of Goods (CISG).

11.2. The place of jurisdiction for transactions with merchants, legal entities under public law or special funds under public law is the registered office of our company (Taufkirchen). However, we are entitled, at our discretion, to sue at the customer’s place of business.