General Terms and Conditions

§ 1 Scope

(1) These General Terms and Conditions (the “GTC”) apply to all contracts between TVGestalter Videoagentur, owner Björn Tessnow, Friedenstr. 10, 40219 Düsseldorf, Germany (the “Contractor”) and the respective client (the “Customer”) concerning video production services, AI consulting and related services.

(2) These GTC apply exclusively to entrepreneurs within the meaning of section 14 of the German Civil Code (BGB), to legal entities under public law and to special funds under public law.

(3) Terms of the Customer that deviate from, conflict with or supplement these GTC do not become part of the contract unless the Contractor expressly agrees to them in text form. This also applies where the Contractor renders the service without reservation while aware of conflicting terms.

(4) These GTC also apply to all future contracts with the same Customer without needing to be incorporated again.

§ 2 Offer and conclusion of contract

(1) Offers by the Contractor are binding for 30 calendar days from receipt unless the offer states a different period.

(2) The contract is concluded by acceptance of the offer in text form, by order confirmation from the Contractor, or by the start of performance.

(3) Amendments and additions to the contract require text form. This also applies to any amendment of this clause.

(4) Where the offer and these GTC conflict, the provisions of the offer prevail.

§ 3 Scope of services

(1) The Contractor renders the services described in the offer or the order confirmation. These include in particular:

• Conception, planning and execution of video productions (image films, recruiting videos, event films, testimonials, product videos, livestreams)
• Post-production including editing, colour grading, sound mixing and graphics
• AI workshops, AI consulting and implementation support
• Provision of equipment and studio space

(2) The Contractor may engage freelancers and subcontractors. The Contractor remains the Customer’s contractual partner.

(3) The scope of services includes two rounds of revisions per final version unless the offer provides otherwise. A round of revisions means one consolidated set of feedback submitted by the Customer in text form. Further rounds of revisions, and subsequent changes to concepts, scripts or edits that have already been approved, are charged according to expenditure.

(4) Services beyond the agreed scope are charged according to expenditure. The Contractor informs the Customer of the additional cost before carrying them out.

(5) The choice of production equipment and creative means rests with the Contractor unless the offer specifies otherwise.

§ 4 Customer’s duties to cooperate

(1) The Customer provides all information, materials and access required for performance in full and in good time, and names a contact person authorised to make decisions.

(2) The Customer ensures that it holds the necessary rights to the materials it provides (logos, texts, music, images, trademarks, software). The Customer indemnifies the Contractor against third-party claims arising from the contractual use of these materials, including reasonable costs of legal defence.

(3) For shoots on the Customer’s premises or grounds, the Customer is responsible for obtaining the necessary filming and access permits and for compliance with local occupational safety regulations.

(4) The Customer obtains from all persons contributing on its side the consents required to record and publish their image and voice within the agreed scope of use, and provides evidence of these consents on request. The Customer indemnifies the Contractor against claims by these persons.

(5) Delays within the Customer’s area of responsibility extend agreed deadlines accordingly. The Customer bears any additional expenditure and standby costs the Contractor incurs as a result.

§ 5 Remuneration and payment

(1) Remuneration follows from the offer. All prices are exclusive of statutory value added tax.

(2) Travel, accommodation and incidental costs are charged separately according to expenditure unless the offer states a flat rate.

(3) Invoices are payable within 14 days of the invoice date without deduction.

(4) For orders with a net volume of EUR 20,000 or more, an advance payment of 50 percent is due on placing the order. Production starts once the advance payment has been received.

(5) In the event of default in payment, the Contractor may charge default interest of 9 percentage points above the base rate plus a flat fee of EUR 40 under section 288 (5) BGB. The right to assert further damages caused by default remains reserved.

(6) The Customer may only set off claims that are undisputed or have been established with final legal effect. The Customer has a right of retention only for claims arising from the same contractual relationship.

§ 6 Usage rights and copyright

(1) Copyright in the works created by the Contractor remains with the Contractor. Only usage rights are granted.

(2) The grant of usage rights is subject to the condition precedent of full payment of the agreed remuneration. Until payment has been received in full, the Customer holds a simple, revocable right of use limited to internal review and approval purposes. Publication, broadcast or any other exploitation before full payment is prohibited.

(3) The type, scope, duration and territorial reach of the usage rights granted follow from the respective offer. Where the offer contains no provision, the Customer is granted simple, non-transferable usage rights for the purpose contemplated by the contract.

(4) Where the production contains third-party services, in particular archive and stock material, music, fonts, software or services by actors, voice talent and models, the Contractor grants usage rights only to the extent it holds them itself. The Contractor states any existing restrictions, in particular time limits, in the offer.

(5) Unedited raw footage, project files, edit projects, composites and intermediate versions are not covered by the grant of rights. Their release can be agreed and remunerated separately. The Contractor is under no obligation to archive them.

(6) Once the Customer has first published the production, the Contractor may use it for reference and self-promotion, in particular in its own portfolio, on its website and on social networks. The Customer may object in text form for good cause.

(7) The Contractor waives attribution as author under section 13 of the German Copyright Act (UrhG) unless the offer provides otherwise.

§ 7 Dates and deadlines

(1) Dates and deadlines are binding only where they have been expressly agreed as binding.

(2) Shooting dates are binding on both parties once they have been confirmed in text form.

(3) If the Contractor cannot meet a binding date for reasons outside its responsibility, the deadline is extended appropriately. The Contractor informs the Customer without undue delay.

§ 8 Acceptance

(1) The Customer accepts the service within 10 working days of delivery. Acceptance may not be refused on account of insignificant defects.

(2) If the Customer does not report defects in text form within this period, the service is deemed accepted. On delivery, the Contractor separately informs the Customer that the period has started and what its silence means.

(3) If the Customer puts the service to use, in particular by publishing it, the service is deemed accepted.

(4) The Contractor may request partial acceptance for distinct stages of the work, in particular for concept, script and edit. A partial acceptance binds the Customer. Later change requests to an approved stage are charged according to expenditure.

§ 9 Use of artificial intelligence

(1) The Contractor uses AI-supported tools, in particular for research, copywriting, image and video generation, voice generation, subtitling and post-production. The Contractor states in the offer to what extent generative AI goes into the final product.

(2) The Customer may exclude the use of generative AI in the final product in text form. The Contractor points out the effect on expenditure and price.

(3) No copyright exists in purely machine-generated components without a creative contribution by a natural person. To that extent the Contractor cannot grant exclusive usage rights and cannot warrant exclusivity against third parties. Section 6 applies to these components subject to that limitation.

(4) Labelling obligations that apply to the Customer as deployer, in particular under Article 50 of Regulation (EU) 2024/1689, are met by the Customer on its own responsibility. The Contractor provides the information on the extent of AI use required for this purpose.

(5) For processing Customer material, the Contractor primarily uses business accounts (business, enterprise or API plans) whose terms exclude the use of submitted content to train the provider’s models. The Contractor cannot rule out that individual tools required for a production are available only on terms that permit such use. The Contractor names the services used and the terms that apply to each on request in text form.

(6) The Contractor submits confidential documents and the Customer’s personal data only to services under paragraph 5 sentence 1. Where a service requires a tool without a training exclusion, the Contractor obtains the Customer’s consent in text form beforehand.

§ 10 Cancellation and termination

(1) The Customer may cancel the order at any time in text form.

(2) Preliminary services already rendered (conception, script, location scouting, casting, scheduling) are charged according to expenditure.

(3) For cancelled shooting dates the following applies, based on the remuneration agreed for the shooting day concerned:

(4) The Customer bears in full the cost of third-party services already booked on a binding basis (crew, equipment, studio, actors, locations) to the extent they cannot be cancelled. The Contractor provides evidence of these costs.

(5) The Customer reserves the right to prove that the Contractor suffered no loss or a substantially lower loss. The Contractor reserves the right to prove a higher loss.

(6) Paragraphs 2 to 5 replace the claim to remuneration under section 648 sentence 2 BGB. The right of either party to terminate for good cause remains unaffected.

§ 11 Defects

(1) Differences in creative judgement do not constitute a defect where the service matches the agreed concept.

(2) In the event of defects, the Contractor first has the right to cure. Only after cure has failed twice does the Customer acquire the further statutory rights.

(3) Claims for defects become time-barred one year after acceptance. This does not apply in cases of intent, fraudulent concealment of a defect, or claims for injury to life, body or health.

§ 12 Liability

(1) The Contractor is liable without limitation in cases of intent and gross negligence, fraudulent concealment of a defect, within the scope of a guarantee it has assumed, for injury to life, body or health, and under the German Product Liability Act.

(2) In the event of slightly negligent breach of essential contractual obligations, meaning obligations whose fulfilment makes proper performance of the contract possible in the first place and on whose observance the Customer regularly relies, the Contractor’s liability is limited in amount to the foreseeable damage typical for this type of contract.

(3) Liability for slight negligence is otherwise excluded.

(4) For loss of or damage to recorded material, the Contractor’s liability in cases of slight negligence is limited to the cost of repeating the affected recordings, and at most to the remuneration agreed for the affected service. The Customer backs up materials it provides itself.

(5) The above limitations of liability also apply in favour of the Contractor’s legal representatives, employees, freelancers and subcontractors.

§ 13 Force majeure

(1) Events of force majeure that substantially impede or prevent performance release the affected party from its obligation to perform for the duration of the disruption. These include in particular natural events, epidemics, official orders, industrial action, failure of power or communications supply, and the absence of contributors through no fault of their own.

(2) Both parties endeavour to find a replacement date. If the disruption lasts longer than eight weeks, either party may terminate the affected part of the service. Services already rendered are invoiced.

§ 14 Confidentiality

(1) Both parties treat the other party’s confidential information as confidential and use it only for the purposes of the contract. This obligation continues for three years after the end of the contract.

(2) This does not cover information that is publicly known, was already known to the receiving party, was developed independently by it, or whose disclosure is required by law or by an authority.

(3) The Contractor may involve freelancers and subcontractors provided it places them under corresponding obligations.

§ 15 Data protection

(1) The Contractor processes personal data in accordance with the applicable data protection rules. Details are set out in the privacy policy.

(2) Where the Contractor processes personal data on behalf of the Customer, the parties conclude a data processing agreement under Article 28 GDPR.

(3) Where employees of the Customer are recorded, the Customer is responsible for the data protection basis of the processing.

§ 16 Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) The place of performance and exclusive place of jurisdiction is Düsseldorf.

(3) The Customer may transfer rights and obligations under this contract to third parties only with the Contractor’s consent in text form. Section 354a of the German Commercial Code (HGB) remains unaffected.

(4) Should individual provisions of these GTC be invalid or unenforceable, the validity of the remaining provisions is unaffected. The statutory provisions take the place of the invalid provision.