Fantomfilm GmbH (hereinafter "SUPPLIER") is a media company that - in addition to offering content under its own brands to end customers and users - provides services to entrepreneurs and companies that involve the production and online marketing of films, media products, TV productions, agency services for advertising and marketing, and event management. SUPPLIER regularly provides these services through its distribution and production channels.

These General Terms and Conditions (hereinafter referred to as "GTC") shall apply to this service offer of CUSTOMER and the contractual and business relations existing in this respect with the clients of CUSTOMER (hereinafter referred to as "CUSTOMER").

1 Validity of these GTC

1.1 SUPPLIER shall provide services exclusively on the basis of these GTC in connection with the offer of SUPPLIER on which the order is based and, if applicable, a concept prepared by SUPPLIER in the course of an order execution. By placing an order, the CUSTOMER agrees to the validity of these GTC.

If provisions are made in an offer by the CUSTOMER which contradict provisions in these GTC, the provisions in the offer shall take precedence in case of doubt. Other agreements on the basis of which the provisions of these GTC are to be deviated from shall be recorded in writing.

1.2 These GTC apply to the entire business relationship between the CUSTOMER and the CUSTOMER, insofar as the CUSTOMER acts as an entrepreneur within the meaning of § 14 BGB (German Civil Code), i.e. in the exercise of its commercial or independent professional activity, or as a legal entity under public law, and the subject of this business relationship is the aforementioned range of services offered by the CUSTOMER.

These GTC shall also apply in their respective current version to future orders placed by the CUSTOMER, even if the CUSTOMER does not expressly refer to them again and the GTC are not expressly included in the relevant contractual relationship. This also applies in particular to such further orders placed by the CUSTOMER within the scope of such business relationship (remotely) verbally, in writing, by fax, electronically or by e-mail, as well as to change requests of the CUSTOMER regarding an order already placed and to an extension or prolongation of placed orders.

1.3 Conflicting or deviating general terms and conditions of the CUSTOMER

shall only be included in a contract between the CUSTOMER and the CLIENT if this has been expressly confirmed in writing. If general terms and conditions of the CUSTOMER are effectively included in this way, the continued validity of these GTC shall remain unaffected. As far as regulations of effectively included general terms and conditions of the CUSTOMER contradict regulations of these GTC, the regulations of these GTC shall apply in case of doubt.

In all other respects, the CUSTOMER's general terms and conditions shall not be binding on the CUSTOMER, even if the CUSTOMER does not expressly object to their application or the CUSTOMER declares that it only wishes to execute a contract subject to the CUSTOMER's general terms and conditions.

2 Conclusion of contract, amendments and supplements

2.1 Unless and insofar as CUSTOMER expressly declares otherwise when submitting an offer, the offers of CUSTOMER are subject to change and non-binding and represent solely an invitation to the CUSTOMER to offer the conclusion of a corresponding contract to CUSTOMER by commissioning the services offered. Subject to such a deviating declaration, a contract with the CUSTOMER is thus only concluded when CUSTOMER confirms an order placed with it by the CUSTOMER. The CUSTOMER shall regularly be bound by its contractual offer made by commissioning the relevant services for a period of four (4) weeks.

2.2 The order confirmation shall regularly be made in writing, by fax or by e-mail. If SUPPLIER does not confirm the order in this way, a contract for the services offered to the CUSTOMER and ordered by the CUSTOMER is concluded when SUPPLIER starts to provide these services. As long as the CUSTOMER is not aware of the commencement of the provision of services by CUSTOMER in this case, the CUSTOMER may request a statement from CUSTOMER within a reasonable period of time as to whether the order placed by the CUSTOMER will be confirmed. In the event of fruitless expiry of such a period of explanation, the CLIENT shall no longer be bound by the relevant order placement.

2.3 If the CUSTOMER's order deviates from the relevant provisions in the offer of CUSTOMER with regard to the service contents and conditions specified therein, the effective agreement of such deviating provisions shall require that they are expressly confirmed by CUSTOMER in writing, by fax or by e-mail. This also applies in particular to (remote) verbal and / or subsequent agreements regarding the content of the order and the execution of the order.

3. order execution, service content

3.1 If necessary, a distinction is made in these GTC between different types of orders.

This distinction is made according to the type of service to be provided by CUSTOMER on the basis of the order. A contract between the CUSTOMER and the CLIENT may also have different types of services as its subject matter (e.g. development of an event concept and organization of its implementation; production of content and its placement, etc.) and consequently consist of a combination of such order types. The decisive factor for the applicability of a provision relating to a specific type of order is which type of service is affected in the individual case and for which purpose CUSTOMER was commissioned by CUSTOMER to provide the relevant service.

 Accordingly, a distinction is made between the following order types:

a. "Creative and conceptual orders" are those orders which have as their object services provided by the CUSTOMER in the form of the development, conception and/or planning of media formats and content, of product, advertising and/or marketing formats (including events), of advertising and/or marketing strategies, campaigns and/or measures for the CUSTOMER, including, if applicable, its consulting services in this respect. The implementation and realization of the developments, concepts and planning provided by the CUSTOMER in the course of such an order is not the subject of a creative and conception order, but of a production and/or marketing order and/or an order for event management.

b. "Production orders" are those orders which have as their object services provided by CUSTOMER in the form of the production of media content, of advertising and / or marketing media and / or other advertising and / or marketing media for the CUSTOMER, insofar as the advertising and / or marketing media are not events.

c. "Marketing orders" are those orders that have as their object services provided by CUSTOMER in the form of booking and/or placement of advertising and marketing media and/or measures for the CUSTOMER in CUSTOMER's own online channels and/or media channels of third parties.

d. "Orders for event management" are those orders which have as their object services provided by CUSTOMER in the form of the organization of events for the CUSTOMER. These services may include the planning, preparation and/or coordination of the implementation of an event as well as the related services and participants, including the procurement of goods and equipment and including the commissioning of third parties. In this respect, CUSTOMER shall owe solely the dutiful provision of these organizational services in the respective agreed form and with the respective agreed content and scope.

3.2 The manner of performance by CUSTOMER shall be determined by the offer of CUSTOMER on which the relevant order is based as well as any detailed concept prepared by CUSTOMER after placing the order. As far as no detailed provisions have been made in this respect, SUPPLIER shall be free to determine the type and manner of services suitable for achieving the purpose recognizably pursued by the CUSTOMER in placing the order, according to its due discretion. In particular, SUPPLIER is free in the execution of creative and conception orders as well as production orders under decisive consideration of relevant specifications of the CUSTOMER, as far as these have been included in the underlying contract, as well as the legitimate, in particular economic interests of the CUSTOMER recognizable for SUPPLIER in creative and aesthetic respect.

3.3 Unless expressly agreed otherwise in writing, SUPPLIER shall not owe any specific economic success to the CUSTOMER as a result of the provision of services by SUPPLIER or the use by the CUSTOMER of the development results, concepts and/or plans prepared by SUPPLIER in the course of the provision of services.

3.4 CONTRACTOR owes the CLIENT an examination of the legal admissibility of advertising strategies, campaigns, measures or means only insofar as this has been expressly agreed. The same shall apply to media content and events, with the exception of the legal situation with regard to such persons or their services and such content which SUPPLIER has independently involved in the production or organization of the relevant media content and events and which are affected by an agreed use of the relevant media content or the implementation and evaluation of the relevant event.

3.5 Unless expressly stated otherwise in writing by the CUSTOMER, the dates stated by the CUSTOMER shall be scheduled dates determined at the CUSTOMER's discretion, which are in particular subject to the proper cooperation of the CUSTOMER and/or its employees and/or vicarious agents as well as to the scheduled progress of the execution of the order. Fixed transactions, i.e. the obligation of the CUSTOMER to perform at fixed times or dates, require an express written agreement in each case.

3.6 If the CUSTOMER does not provide the information, data and content required for the execution of the order as agreed, or if the CUSTOMER does not provide other agreed cooperation and/or cooperation justifiably requested by the CUSTOMER, the CUSTOMER shall not be liable for any damages or other disadvantages resulting from a delay in the execution of the order caused thereby. Such a delay entitles CUSTOMER to stop the execution of the order or to withdraw from the contract in whole or in part or to terminate the contract to that extent after the fruitless expiration of a reasonable grace period granted to the CUSTOMER for the performance of the relevant act of cooperation. This shall not affect CUSTOMER's claim to remuneration for the services performed as agreed up to that point. In any case of a delay in the execution of the order for which the CUSTOMER is responsible, the CUSTOMER may also demand compensation from the CUSTOMER for any additional expenses incurred by the CUSTOMER as a result thereof. The amount of compensation for such additional expenses shall be based on the compensation agreed upon for the execution of the respective order, in particular on the agreed hourly and/or daily rates, in the absence of such provisions on the hourly and daily rates of CUSTOMER applicable at the time of the occurrence of the additional expenses.

3.7 In the event of force majeure or other unforeseeable events, the effects of which on the performance of the contract are not the responsibility of the CUSTOMER (e. g. (e.g. strike, power failure, riots, pandemic-related disruptions or official measures for which SUPPLIER is not responsible, general disruptions of telecommunication and data networks, failure of third-party services required for the execution of the order for which SUPPLIER is not responsible), SUPPLIER shall be released from its obligation to perform for the duration of the impediment occurring as a result thereof plus a reasonable start-up period after the cessation thereof. Should adherence to the contract in these cases represent an unreasonable hardship for SUPPLIER, SUPPLIER shall be entitled to withdraw from the contract.

3.8 CUSTOMER shall be entitled to use third party companies and service providers for the fulfillment of the performance obligations incumbent upon CUSTOMER under an order, which create content or provide other services for this purpose.

3.9 If the object of the services owed by CUSTOMER according to the agreement is also the procurement and inclusion of services of third parties (in particular within the scope of marketing orders and orders for event management), CUSTOMER shall be entitled to place the orders required for this ("Third-Party Orders") to the agreed extent and with the agreed content on behalf of the CUSTOMER. In this respect, CUSTOMER shall be authorized by CUSTOMER to make the necessary declarations in its name at its due discretion. The selection, commissioning and, if necessary, modification of third-party services shall be at CUSTOMER's dutiful discretion, subject to special agreements in individual cases. In this respect, CUSTOMER shall only be responsible for the dutiful selection of the respective service provider as well as the dutiful coordination and processing of the third-party orders.

3.10 The CUSTOMER is entitled to change individual agreed services, provided that such changes become necessary after the conclusion of the contract for the execution of the contract and are reasonable for the CUSTOMER. The CUSTOMER shall inform the CUSTOMER without delay of any such necessary changes to the services.

3.11 It is at the discretion of the CUSTOMER to accept or reject possible change requests of the CUSTOMER while the service is already being provided. Changes to the contract while the service is already being provided must be confirmed in writing, by fax, by e-mail or electronically. CUSTOMER reserves the right to charge possible additional costs resulting from this.

3.12 In the event of overtime on the set, this shall be remunerated in accordance with the applicable collective wage agreement for the film and television industry. If no collective bargaining agreement is applicable, the following regulation shall apply: Overtime shall be remunerated at 50% of the hourly wage plus surcharges for Sundays and holidays. Overtime that is worked at the request of the CUSTOMER shall be remunerated during normal business hours. The CUSTOMER shall have the right to refuse the use of overtime and to use the services of SUPPLIER at a later time instead. In this case, CUSTOMER will charge the CUSTOMER for the additional costs incurred.

3.13 Responsibility for script and content: The CLIENT shall be responsible for the script and the contents of the film. CUSTOMER does not assume any liability for the contents of the film. The CLIENT shall indemnify and hold CUSTOMER harmless from any and all third party claims arising from infringements of rights in connection with the film.

3.14 Consent to publication: The CLIENT grants CUSTOMER the right to publish and distribute the film. This right also includes the use of the film for marketing and advertising measures of CUSTOMER.

3.15 Warranty: CUSTOMER warrants that the film meets the agreed quality standards. The CUSTOMER shall inspect the film immediately after completion and report any defects in writing without delay. After the expiration of 14 days after completion, the film is considered approved, unless a defect has been reported in writing.

3.16 In the event that the CUSTOMER cancels the film or the order after work has already begun, or if the CUSTOMER delays production, a cancellation fee in the amount of 50% of the agreed total remuneration shall be due. This also applies if the CUSTOMER does not continue the production for reasons for which he is responsible. This cancellation fee serves to cover the costs incurred and the lost profit of the CUSTOMER.

3.17 In the event of cancellation of the order by the CUSTOMER, the CUSTOMER shall be entitled to a refund of the deposits paid, less reasonable compensation for the work and expenses already incurred by the CUSTOMER. The amount of compensation will depend on the date of cancellation and the degree of completion of the work. Should the CUSTOMER cancel the order up to 4 weeks before the scheduled start of production, compensation in the amount of 25% of the total remuneration will be due. If the CUSTOMER cancels the order within 4 weeks before the scheduled start of production, compensation in the amount of 50% of the total remuneration will be due. If the CUSTOMER cancels the order during the ongoing production, a compensation in the amount of 75% of the total remuneration will be due. CUSTOMER reserves the right to claim further compensation if the cancellation by the CUSTOMER leads to a higher damage.

3.18 Should CONTRACTOR grant the CLIENT unrestricted rights to use the results, this does not automatically mean that all actors or artists involved in the production have also assigned unrestricted rights to use their performances. CUSTOMER assumes no liability for any claims by the actors or artists regarding the use of their performances in the film by the CUSTOMER. It is the CUSTOMER's responsibility to clarify the rights of use separately with the actors and artists and, if necessary, to make separate agreements. The CLIENT shall hold CUSTOMER harmless from any claims of third parties, in particular actors or artists, in connection with the use of the film.

4. cooperation and responsibility of the CUSTOMER, guarantee and indemnity

4.1 The CLIENT is obligated to support CUSTOMER by its cooperation in the performance of the services owed by CUSTOMER under the contract, if and to the extent that this is conducive to the execution of the respective order. In particular, the execution of creative and conception orders, production orders and orders for event management regularly requires the permanent cooperation of the CLIENT, in particular that of its expert employees and specialist departments.

The CUSTOMER shall always designate a competent employee who is available to the CUSTOMER for this purpose during normal working hours and who is authorized to make binding declarations for the CUSTOMER, in particular with regard to (partial) acceptances, defects and changes to the content, scope and design of the subject matter of the order. If the CUSTOMER's designated employee is prevented from attending, the CUSTOMER shall immediately designate a suitably competent and authorized representative.

4.2 The CUSTOMER shall in particular provide SUPPLIER free of charge with all information, data and content (e.g. contact data, access data, names including domain names, texts, images, graphics, sounds, videos, assets and the like) that may be required for the execution of the order as well as objects or items (in particular products, packaging and objects within the scope of production orders and orders for event management; hereinafter uniformly referred to as "Objects") that may be used by SUPPLIER on the basis of the relevant order. All textual, visual and auditory content to be provided by the CUSTOMER to SUPPLIER, which is to be processed by SUPPLIER for the purpose of executing the order, shall be provided by the CUSTOMER to SUPPLIER in the format specified by SUPPLIER or, in the absence of such specification, in a common format that can be used directly for the intended purpose. To the extent necessary, the CUSTOMER shall arrange for the conversion of such content at its own expense or pay AUCONTRACTOR separately for such conversion.

The CUSTOMER shall be responsible for the backup of such information, data and content provided by the CUSTOMER. CUSTOMER shall store information, data and content provided by CUSTOMER only for a period of fourteen (14) days after acceptance of the relevant service result or completion of the execution of the order; return shall be at the risk and expense of CUSTOMER and only at CUSTOMER's express request within the storage period.

4.3 The CUSTOMER shall be solely responsible for ensuring that the information, data, content and objects that it makes available to CUSTOMER, when used in accordance with the contract, whether by CUSTOMER, by the CUSTOMER or by third parties commissioned by the CUSTOMER, are

a. do not violate any legally protected interests and rights of third parties, in particular contractual rights as well as personal rights, copyrights and ancillary copyrights as well as industrial property rights and

b. the aforementioned uses are not unlawful for any other reason, in particular due to a breach of data protection, regulations against unfair competition or criminal law provisions. The CUSTOMER warrants, irrespective of fault, that the aforementioned rights and regulations will be observed and upheld and that the information and data required for the execution of the order, which he provides to the CUSTOMER for this purpose, are complete and correct.

Should a claim be made against CUSTOMER either as a result of CUSTOMER's own use of such data, information, content and objects and / or as a result of the use of CUSTOMER's performance results by the CUSTOMER including any third parties commissioned by the CUSTOMER due to the infringement of such rights and regulations or the incorrectness or incompleteness of information and data provided, the CUSTOMER shall be obliged to indemnify CUSTOMER from any liability in this respect and to reimburse CUSTOMER for all resulting damages and necessary costs including any necessary legal fees.

4.4 Within the scope of an order for event management, the CLIENT shall be the sole organizer of the event in question, unless expressly agreed otherwise, and as such shall be responsible for the course of the event and its participants, in particular for safety and compliance with the regulatory provisions to be observed at events. Any warranty obligations of SUPPLIER existing in accordance with these GTC with regard to the services to be provided by SUPPLIER on the basis of the respective event management order shall remain unaffected by this, as shall any liability of SUPPLIER existing in accordance with these GTC.

4.5 Subject to express agreements to the contrary in individual cases, the CUSTOMER alone shall be obligated to duly pay fees and levies to collecting societies, statutory social insurances and governmental institutions and authorities that are incurred as a result of the respective execution of the order and / or as a result of the use of the respective performance results by the CUSTOMER or by third parties commissioned by the CUSTOMER.

If, as a result of the execution of the order and / or the use of the results of the services by the CUSTOMER or third parties commissioned by the CUSTOMER, a claim is made against the CUSTOMER by one of the aforementioned entities, the CUSTOMER shall indemnify and hold the CUSTOMER harmless from and against all such claims. If such fees and charges are disbursed by CUSTOMER, CUSTOMER shall reimburse CUSTOMER for the corresponding amounts against evidence, unless otherwise agreed in the individual case.

5 Delivery, acceptance, warranty

5.1 Acceptance by the CUSTOMER of the services rendered by the CUSTOMER shall only be required if and to the extent that such acceptance has been agreed upon in advance and the possibility to do so exists. In this case, the CUSTOMER shall be provided with the corresponding performance results (including any interim or partial performance results, if applicable) for inspection and acceptance by the CUSTOMER.

transmitted. Unless otherwise expressly requested by the CUSTOMER and insofar as this is possible in view of the type of service provided, the transmission shall be made by e-mail. Acceptable performance results that are free of material defects shall be accepted by the CUSTOMER without undue delay; they shall be deemed accepted if the CUSTOMER has not declared their acceptance within three (3) working days of their delivery. In the event of material defects, CUSTOMER may refuse acceptance until the defects have been completely remedied. Material defects are regularly only such substantial deviations of the performance from its agreed properties that lead to a substantial impairment of the usability of the performance results for the CUSTOMER. In the case of non-substantial defects, the CUSTOMER shall accept the relevant services subject to such defects.

5.2 The sole decisive factors for the ability to accept and the absence of defects in the services of SUPPLIER are the properties of the services concerned as determined in the respective offer of SUPPLIER and any detailed concept drawn up in the course of the execution of the order and, insofar as no special provisions are made therein, the provisions contained in these GTC with regard to the type, content and quality of the performance of the services by SUPPLIER.

5.3 The CUSTOMER shall inspect the performance results of the CUSTOMER for any defects immediately after delivery. Obvious defects shall be reported to CUSTOMER in writing immediately after delivery of the respective service result. Defects that can only be detected upon careful inspection shall be notified in writing within three (3) working days after delivery of the relevant performance result. Defects which cannot be detected even during a careful inspection must be notified to CUSTOMER in writing immediately after their detection. The notice of defect shall contain a description of the detected defects as detailed as possible, which enables CUSTOMER to remedy the defects by subsequent performance.

Warranty claims asserted due to late notifications of defects shall be excluded unless the CUSTOMER was aware of the defect in question at the time of delivery. Decisive for the timeliness of a complaint is its timely receipt by the CUSTOMER.

5.4 The CUSTOMER shall not be entitled to claims for the removal of defects in the event of an only insignificant deviation from the quality owed and in the event of an only insignificant impairment of the usability of the service provided. The same shall apply to defects based on information, data and/or content provided by the CUSTOMER and/or based on specifications of the CUSTOMER.

5.5 The CUSTOMER shall lose any rights arising from liability for defects if it modifies the relevant service or has it modified and this makes it impossible or unreasonably difficult for the CUSTOMER to remedy the defect. In any case of modification of the relevant performance, the CUSTOMER shall reimburse the CUSTOMER for any additional expenses incurred in remedying the defect.

5.6 The CUSTOMER shall only have the right to demand the revision of a service result which has the properties agreed in the relevant offer and any detailed concept in this respect and which complies with the currently customary formal and technical standards if and insofar as such has been expressly agreed. This applies in particular to so-called "correction loops" for the adaptation of service results to the CUSTOMER's aesthetic and/or design and/or formal ideas that deviate from or go beyond the aforementioned properties and standards.

5.7 Insofar as a service of SUPPLIER is defective according to the foregoing and the CUSTOMER is entitled to warranty claims in this respect, SUPPLIER shall remedy the relevant defects by subsequent performance within a reasonable period of time, which shall regularly be four (4) weeks.In the event of defects of title for which CUSTOMER is responsible, CUSTOMER shall, at its own option and expense, either modify or replace the service in such a way that, in the event of contractual use of the relevant service by CUSTOMER, no third party rights are infringed any more or, as the case may be, no third party rights are opposed to such use. If a remedy of defects fails or if such remedy is disproportionately expensive or unreasonable for CUSTOMER for other reasons, CUSTOMER shall be entitled to reasonably reduce the remuneration agreed with respect to the relevant performance or to rescind the order in accordance with the statutory provisions and to claim damages in accordance with the provisions set forth in section 8 of these GTC. The statutory cases of dispensability of a prior request for subsequent performance shall remain unaffected. At the time of a withdrawal of the CUSTOMER, already incurred expense-related payment claims of the CUSTOMER (e.g. material, transport and travel costs, expenses for third-party services) as well as remuneration claims for services already rendered shall remain valid.

5.8 Warranty claims of the CUSTOMER due to a defect shall become statute-barred within one year from acceptance of the relevant (partial) service result or provision of the relevant (partial) service. This shall not apply to the CUSTOMER's claims for damages due to a defect if the CUSTOMER has acted grossly negligent or had knowledge of the defect at the time of delivery or in case of injury to life, body or health due to such defect.

6. rights to services of CUSTOMER, granting of rights, infringement of such rights

6.1 CUSTOMER shall be entitled to the exclusive rights to all results of the services rendered by CUSTOMER in the course of the execution of creative and conceptual orders and production orders. In particular, all concepts, drafts, layouts, scripts, storyboards, test and preliminary versions, presentation media and the like developed and/or used by SUPPLIER in the course of the preparation of the offer and the execution of the order - also as interim or transitional results - shall be deemed to be performance results in this sense, irrespective of whether and, if so, in what form they are embodied. The authorization of the CUSTOMER with regard to these performance results shall correspond in its content and scope to that to which the author is originally entitled under the Copyright Act (UrhG) with regard to his work, even if the performance results in question are not subject to the definition of work under the UrhG in the individual case. Insofar as no deviating provisions are made with regard to CUSTOMER's entitlement to the performance results created by it and with regard to the rights granted to CUSTOMER in this respect, the provisions of the UrhG shall therefore apply accordingly in this respect.

6.2 Proposals and instructions of the CUSTOMER as well as the CUSTOMER's contractual cooperation in the execution of an order alone shall not constitute any joint copyright or any other form of joint entitlement of the CUSTOMER to the results of the services of the CUSTOMER, which could establish a right of exploitation or use on the part of the CUSTOMER in this respect. Any existing rights to information, data, content and objects provided by the CUSTOMER remain unaffected.

6.3 Subject to deviating agreements in individual cases, CUSTOMER grants to CUSTOMER, under the condition precedent of complete fulfillment of all payment claims to which CUSTOMER is entitled on the basis of the order in question, the rights of use which are required for the use of the performance result owed by CUSTOMER in accordance with the agreement or, in the absence of an agreement to this effect, to achieve the purpose of use by CUSTOMER recognizable at the time of conclusion of the contract. Unless a more comprehensive granting of rights is required and unless otherwise agreed in writing, the CUSTOMER shall be granted a right of use with the same content in each case as a simple, transferable right, limited in time to two (2) years, to use the performance result owed in its entirety and in unchanged form. Insofar as nothing to the contrary has been agreed upon and also the right of use

If, at the time of the conclusion of the contract, the recognizable purpose does not require any further authorization, this right shall, in case of doubt, be granted geographically limited to the territory of the country in which the CUSTOMER has its registered office, unless, at the time of the conclusion of the contract, it is recognizable that the online use of the service result is intended; in this case, the granting of the right shall be geographically unrestricted.

6.4 The granting of rights with regard to performance results within the scope of creative and conception orders as well as production orders always refers exclusively to accepted final results. The presentation or other making available of drafts, layouts, scripts, storyboards, test and preliminary versions and other such interim/preliminary results shall not in itself constitute a granting or transfer of rights in this respect. Without the express prior written consent of the CUSTOMER, the CUSTOMER is therefore prohibited from any use of such interim/preliminary results, in particular their disclosure to third parties and their implementation by the CUSTOMER itself or by third parties commissioned by it.

6.5 Any use of the performance results beyond the scope specified above shall require the prior written consent of the CUSTOMER. Without such consent, the CUSTOMER shall in particular not be entitled to use the performance results only in part or in excerpts, to combine them with performance results of third parties, to edit the performance results or to significantly redesign them in any other way and to publish, distribute or make publicly available such redesigned versions of the performance results or to grant rights of use to such redesigned versions.

6.6 Repeat uses (e.g. use for further campaigns, events, broadcasts, etc.) or multiple uses (e.g. for other publications, media, formats, products, etc.) are in case of doubt not covered by the granting of rights and require the written consent of SUPPLIER, which SUPPLIER may not refuse only if legitimate interests of the CUSTOMER would be significantly impaired thereby and these interests outweigh the legitimate interests of SUPPLIER. In any case, in such cases CUSTOMER shall be entitled to a separate remuneration for the repeated or multiple use of the service result by the CUSTOMER.

6.7 For each case of unauthorized use of the performance results by the CUSTOMER, CUSTOMER shall be entitled to demand a contractual penalty in the amount of 200 % of the order remuneration attributable to the performance in question. Legal claims to which CUSTOMER is entitled in these cases in addition and beyond this shall remain unaffected by this.

6.8 Templates, models, files and other working materials which SUPPLIER produces or has produced in the course of the execution of the order shall remain the property of SUPPLIER. The CUSTOMER shall not be under any obligation to keep or surrender such materials. If CUSTOMER and CUSTOMER agree on the surrender of such work equipment to CUSTOMER, CUSTOMER shall be entitled to a separate claim for remuneration in this respect.

6.9 CUSTOMER shall be entitled to demand written information from CUSTOMER about the scope of use of its performance results.

7. remuneration and payment modalities

7.1 The services of CUSTOMER which are the subject of the order as well as any granting of rights of use to the results of the services shall be remunerated collectively. Unless and to the extent expressly stated otherwise by SUPPLIER, the indication of remuneration amounts for individual services in a quotation are cost estimates based on effort estimates prepared by SUPPLIER on the basis of the information provided by the CUSTOMER at the time of the preparation of the quotation and the CUSTOMER's needs communicated by the CUSTOMER and/or identified by SUPPLIER. If the amount of the remuneration of CUSTOMER has not been agreed in the individual case, it shall be based on the remuneration rates of CUSTOMER applicable at the time of the conclusion of the contract.

Within the scope of creative and conception orders, production orders and orders for event management placed with SUPPLIER in connection with an advertising campaign of the CUSTOMER or the CUSTOMER's client, SUPPLIER may in such cases also charge a fee amounting to 10% (ten percent) of the media/advertising budget handled through it as remuneration.

7.2 Unless expressly agreed otherwise, actual and reasonable expenses incurred by CUSTOMER for the execution of an order (e.g. travel, manufacturing, courier and transport costs, etc.) shall be reimbursed separately by CUSTOMER upon corresponding proof. This shall also apply in particular to legal fees in an appropriate amount, if and to the extent that the services to be rendered by the CUSTOMER also include a legal examination in the individual case. If, in the course of the performance of an order, CUSTOMER, as agreed, includes services (in particular data, content, production services, services including artistic services and consulting services) from third parties who do not provide these services as subcontractors of CUSTOMER, the CUSTOMER shall also be entitled to charge the CUSTOMER a so-called "handling fee"/a so-called "mark-up" of up to 15% (fifteen percent) of the value of the services purchased in order to compensate the CUSTOMER for the expenses incurred in connection with the purchase of such services in addition to the costs incurred for this purpose.

7.3 Any extension of the order at the instigation of the CUSTOMER, in particular in the form of changes, new planning, restructuring and extension of an order already placed, shall be paid for separately by the CUSTOMER. This shall not apply only if an extension of the order initiated by the CUSTOMER does not involve either considerable additional expenditure for CUSTOMER or an extension of the service result to be delivered to the CUSTOMER in the course of the execution of the order concerned. Unless otherwise agreed in the individual case, an order extension at the instigation of the CUSTOMER shall always also be deemed to be such a significant additional expense which SUPPLIER incurs in the performance of the agreed service, but which was not recognizably part of the expense which was estimated in the corresponding offer of SUPPLIER, in any case if SUPPLIER points this out to the CUSTOMER prior to the performance of such additional expense and the CUSTOMER thereupon requests the further performance of the order.

7.4 The CUSTOMER's dutiful cooperation in the execution of the order, in particular in the form of suggestions, specifications, instructions and information as well as the provision of information, data, contents and objects, shall not - subject to special agreements in individual cases - have the effect of reducing the remuneration, not even indirectly, e.g. by way of set-off.

7.5 Unless and insofar as otherwise stated by CUSTOMER, all prices are exclusive of the statutory value added tax applicable on the date of invoicing.

7.6 The remuneration to which CUSTOMER is entitled shall be due for payment in each case after acceptance of the corresponding service result or provision of the corresponding service and invoicing in this respect. The CUSTOMER shall also be entitled to demand down payments from the CUSTOMER in accordance with this provision, depending on the status of performance and/or advance payments in the amount of up to 50% of the remuneration due for the respective performance.

7.7 The CUSTOMER shall be in default in each case if and to the extent that a remuneration amount owed and invoiced is not credited to the account of CUSTOMER notified to it within two (2) weeks from the date of ordinary invoicing. If the CUSTOMER is in default of payment for more than five (5) business days, SUPPLIER shall be entitled to suspend any further execution of the order and to withhold all services and results of services until all due liabilities of the CUSTOMER towards SUPPLIER, including any default damages and interest incurred as a result of the default, have been settled in full. CUSTOMER's rights in this case in addition to or beyond this shall remain unaffected.

7.8 The CUSTOMER may in principle only set off its own claims against claims of AUKTRAGNEHMER if its claims are undisputed or have been established by a final court decision.This shall not apply only if the CUSTOMER's claims are payment claims to which the CUSTOMER is entitled as a result of a defect in the services provided by AUKTRAGNEHMER for which AUKTRAGNEHMER is responsible within the scope of the same order on the basis of which AUKTRAGNEHMER asserts claims against the CUSTOMER.

8. liability

8.1 CONTRACTOR shall be liable in contract and tort

a. for damages due to gross negligence and intent and for those resulting from injury to life, body and health;

b. for damages resulting from the breach of contractual obligations, the fulfillment of which is essential for the proper execution of the contract and on the compliance with which the CUSTOMER regularly relies and may rely (so-called "essential contractual obligations"); in this respect, however, the liability is limited to the amount of the foreseeable damage, the occurrence of which must typically be expected. Foreseeable damage typical for this type of contract is generally considered to be the simple amount of the respective order value. Any further liability claims are insofar and to that extent excluded, in particular CUSTOMER shall not be liable for loss of profit, loss of savings and other direct and indirect consequential damages.

The above limitations of liability shall also apply in favor of CUSTOMER's employees, bodies and vicarious agents. CONTRACTOR shall not be liable for the conduct of its vicarious agent if such agent is the CUSTOMER or a person appointed by the CUSTOMER with such function.

Mandatory statutory liability provisions shall remain unaffected by the above provisions.

8.2 The CUSTOMER's claims for damages due to the breach of material contractual obligations (see above under clause 8.1, lit. b) shall become statute-barred, irrespective of knowledge, within five (5) years from their accrual.

8.3 Since the CUSTOMER is solely responsible for backing up the information, data and content it provides to CUSTOMER, CUSTOMER shall not be liable for any loss thereof.

8.4 The assumption of a guarantee by CUSTOMER can only be accepted if such a guarantee has been expressly declared by CUSTOMER. Subject to a corresponding express agreement in the individual case, CUSTOMER shall furthermore not assume any obligation to pay lump-sum damages or to pay contractual penalties.

8.5 CUSTOMER is liable for damages that occur on the set and are due to the fault of CUSTOMER. The CLIENT shall be liable for damages that occur on the set and are attributable to the fault of the CLIENT or third parties.

8.6 CUSTOMER shall be liable for damages suffered by third parties during the production of the film and attributable to the fault of CUSTOMER. The CLIENT shall be liable for damages suffered by third parties during the production of the film and attributable to the fault of the CLIENT or third parties.

8.7 CUSTOMER shall be liable for damages to material and equipment that occur during the production of the film and are due to the fault of CUSTOMER. The CLIENT shall be liable for damage to material and equipment that occurs during the production of the film and is attributable to the fault of the CLIENT or third parties.

8.8 CUSTOMER shall be liable for the infringement of third party intellectual property rights arising due to content provided by CUSTOMER. The CUSTOMER shall be liable for the infringement of third party intellectual property rights arising from content created by the CUSTOMER itself.

9. naming, self-promotion, specimen copies

9.1 Unless otherwise agreed, technically impossible or unreasonable for the CUSTOMER with regard to the specific form of use of the result of the service, SUPPLIER shall be named as the author or creator of the relevant service in connection with each publication of a result of the service created by it on behalf of the CUSTOMER at a place customary in the industry and, as far as technically possible, in each case in the designation and, if applicable, design form specified by it. A violation of CUSTOMER's right to be named entitles CUSTOMER to damages in the amount customary in the industry.

 9.2 For the purpose of advertising its own company and the services offered by SUPPLIER in advertising materials and other media, SUPPLIER shall be entitled to refer to the existing business relationship with the CUSTOMER and to orders carried out within the scope thereof as well as to the services rendered and the results of services produced in the course thereof and to use the name, the trademark, the logo and other signs used by the CUSTOMER for its identification to an appropriate and proportionate extent for this purpose. In addition, CUSTOMER shall be entitled to mention the CUSTOMER to this extent as a reference on the website of CUSTOMER and in other reference material.

 9.3 At least three (3) specimen copies of physically reproduced media produced by or on behalf of the CUSTOMER using the results of the CUSTOMER's performance for the purpose of delivery to third parties shall be provided to the CUSTOMER free of charge, which may also be used, distributed and publicly reproduced by the CUSTOMER for its own advertising purposes.

10. premature termination of orders

10.1  If the CLIENT cancels an order before its execution has been completed, the claim of CUSTOMER to the production costs already incurred and contracted for, which is attributable to the services already provided up to that point, shall remain unaffected by this.

In addition, the CUSTOMER shall be entitled to compensation for loss of earnings in such cases, in deviation from Section 648 Sentence 3 of the German Civil Code (BGB). Six (6) weeks before the agreed start of production, this shall regularly amount to 15 % of the media service promised in the offer. Four (4) weeks before the agreed start of production, this shall regularly amount to 25 % of the media service guaranteed in the offer. Two (2) weeks before the agreed start of production, this shall regularly amount to 50 % of the media service guaranteed in the offer. One (1) week before the agreed start of production, this shall regularly amount to 100 % of the media service agreed in the offer. The services not yet rendered at the time of termination shall be forfeited within the scope of the order in question. The CUSTOMER shall be free to prove in individual cases that SUPPLIER incurred a lower loss due to the premature termination of the order, just as SUPPLIER shall be free to prove a higher loss in individual cases.

10.2 The CUSTOMER's obligation to reimburse CUSTOMER for expenses already incurred by CUSTOMER for the purpose of executing the order in question, in accordance with any agreements made in this respect in the individual case and otherwise in accordance with these GTC, shall also remain unaffected by premature termination of the order. It is clarified that expenses in this sense may also consist in entering into liabilities.

10.3 With regard to the above provisions under Sections 10.1 and 10.2, the CUSTOMER's attention is drawn to the fact that, in particular in the context of marketing orders, the booking of insertions or placements for the CUSTOMER in third-party media channels must regularly be made bindingly with a considerable lead time. placement for the CLIENT in media channels of third parties must regularly be made bindingly with considerable advance notice, whereby the cancellation of an insertion in an ongoing program (in particular TV and comparable channels) is generally no longer possible for organizational and/or technical reasons on the part of the third party from a certain point in time before the booked insertion, so that all services to be rendered and expenses to be incurred by the CUSTOMER within the scope of such an order are generally already fully rendered in such cases well in advance of the relevant insertions and must therefore then be fully remunerated or reimbursed. reimbursed. In the context of orders for event management, the cancellation or a merely limited feasibility of the respective event alone does not entitle the CLIENT to a reduction of the remuneration to which SUPPLIER is entitled on the basis of the respective order for the services to be provided by SUPPLIER in this respect, insofar as the cancellation or the limited feasibility of the event is not the responsibility of SUPPLIER in accordance with the agreements made in the individual case and the provisions of these GTC.

10.4 The right of the contracting parties to withdraw from an order prematurely in the cases provided for by law shall remain unaffected.

11. data protection

11.1 SUPPLIER collects, processes and stores personal data (e.g. name, address, telephone number, e-mail address, bank connection) for the preparation and execution of business relationships, contracts and for the proof of rights (legal basis: Art. 6 para. 1 p. 1 lit. a, b and f DSGVO). If necessary, SUPPLIER uses service providers by way of contract processing. Personal data will only be transferred to recipients outside the EU on the basis of certificates or contractual agreements that ensure equivalent protection. SUPPLIER stores personal data only as long as necessary for specified purposes. For proof of rights, the required data will be stored permanently.

11.2 The Contractual Partner shall have the right to information and correction of the personal data at any time, as well as to their deletion, restriction or objection to their processing if the prerequisites are met. The Contractual Partner shall also have the right to lodge a complaint with the supervisory authority for data protection.

11.3 The person responsible in terms of data protection is:

FANTOMFILM GmbH / Scharnhorststr. 6B / 10115 Berlin / Managing Director: Eva Habermann / E-Mail: info@fantomfilm.tv / E-Mail of the data protection officer: alex@fantomfilm.tv / Tel: 03054812458

11.4 Intellectual property for commissioned work - All works, designs, scripts, film sequences and other intellectual creations created as part of the order are protected by copyright and, unless otherwise agreed, remain the property of Fantomfilm GmbH. The CUSTOMER receives a licence to use the works in accordance with the agreed terms of use. Any further use requires the written consent of Fantomfilm GmbH.

11.5 Fantomfilm GmbH reserves the right to update or modify these terms and conditions as necessary to reflect changes in legislation, case law or technological developments. Changes will be communicated to the CUSTOMER in an appropriate form and will not take effect retroactively.

11.6 The CUSTOMER undertakes to ensure that the rights of third parties, in particular copyrights, trademark rights and personal rights, are not infringed when providing content and materials for production. The CUSTOMER indemnifies Fantomfilm GmbH from all claims of third parties resulting from an infringement of such rights.

12. final provisions

12.1 The place of performance for the obligations arising from the business relationship between the CUSTOMER and the CUSTOMER and the sole place of jurisdiction for all disputes arising from and in connection with the contractual relationship between the CUSTOMER and the CUSTOMER shall be the registered office of the CUSTOMER.

12.2 The contractual relations between the CUSTOMER and the CLIENT as well as any disputes arising in connection therewith shall be governed exclusively by the laws of the Federal Republic of Germany.

12.3 Should individual provisions of these GTC be legally ineffective in whole or in part or lose their legal effectiveness at a later date, this shall not affect the validity of the remaining GTC.

 

Status: 05.03.2024