General Terms and Conditions of VideoART GmbH – B2B

Convenience translation of “Allgemeine Geschäftsbedingungen (AGB) der VideoART GmbH – B2B (Stand: Jan. 2025)”. In case of discrepancies, the German version prevails.

1. Scope
These GTC apply to all offers and services of VideoART GmbH (“Contractor”) vis à vis entrepreneurs within the meaning of § 14 BGB (German Civil Code). Any general terms and conditions provided by the Client or individual provisions thereof shall only apply if the Contractor gives its prior written consent before conclusion of the contract.

2. Services, Changes, Cooperation
2.1 The scope of services follows from the offer/project agreement.
2.2 Changes/supplements requested by the Client require text form (e.g., email). Additional services—unless agreed otherwise—are billed at € 120/hour net.
2.3 Unless agreed otherwise, two rounds of revisions per deliverable are included; further adjustments constitute additional services.
2.4 The Client shall provide timely cooperation, information, approvals, and access. Delays caused by missing cooperation extend deadlines appropriately; additional effort will be charged separately.

3. Fees, Payment, Cash Discount, Default
3.1 All prices are net plus the statutory VAT applicable at the time of invoicing.
3.2 As a rule, invoices are due within 10 days from the invoice date without deduction. Deviations in individual cases are possible but expressly require written form.
3.3 In case of default: 9 percentage points above the base rate (§ 288(2) BGB, B2B) plus a € 40 default fee (§ 288(5) BGB). Further claims for damages remain unaffected.

4. Schedules, Force Majeure
4.1 Dates are performance periods.
4.2 Events beyond the Contractor’s control (in particular force majeure, illness, official orders, third party delivery/performance failures, client side outages) extend deadlines appropriately.

5. Acceptance (Delivery & Approval)
5.1 After delivery, the Contractor may request acceptance. The Client shall review within 10 business days and declare acceptance; acceptance may not be refused due to mere minor defects.
5.2 If no acceptance is declared within the deadline and no specific defects are stated, the work is deemed accepted upon expiry of the deadline (deemed acceptance).

6. Rights in Work Results (Usage Rights)
6.1 Upon full payment, and unless agreed otherwise and legally permissible, the Contractor grants the Client exclusive, transferable and sub licensable usage rights in the final deliverables, unlimited in time, territory and scope, for the uses described in the contract (including editing, reproduction, distribution and making available to the public).
6.2 Project files/editable files/raw footage, workflows, tools and know how remain with the Contractor; any release requires a separate agreement and remuneration.
6.3 Where uses concern unknown types of use, §§ 31a, 32c UrhG (German Copyright Act) apply.
6.4 The Contractor may use the final results for self promotion (e.g., website, portfolio, showreel, social media, pitches, awards), unless the Client objects in text form or legitimate confidentiality interests proven by the Client in writing prevail.
6.5 Materials provided by the Client (logos, fonts, image/audio material, etc.) remain the Client’s property; the Client grants the rights necessary to perform the services.

7. Third Party Rights, Collecting Societies, Client Materials
7.1 Unless agreed otherwise, the Client shall procure and pay for collecting society (e.g., GEMA), stock, voice over/talent, location, music and font licences as well as any other third party rights required for the intended exploitation. The Contractor provides advice upon request.
7.2 The Client warrants the lawfulness of its materials and indemnifies the Contractor from third party claims arising therefrom, regardless of the legal grounds.

8. Liability
8.1 The Contractor is liable in accordance with statutory law for intent and gross negligence.
8.2 In cases of simple negligence, the Contractor’s liability is limited to the total amount actually paid by the Client for the respective project (excluding third party costs/out of pocket expenses).
Note: The foregoing does not affect mandatory statutory claims.

9. Confidentiality & Data Protection
9.1 Both parties shall keep business and trade secrets confidential. Disclosure to vicarious agents/subcontractors is permitted provided they are bound by equivalent obligations.
9.2 If the Contractor processes personal data on behalf of the Client, the parties shall conclude a data processing agreement pursuant to Art. 28 GDPR prior to commencement.

10. Retention of Project Material
The Contractor retains project material (e.g., project files, master exports, footage) for 12 months after acceptance. No storage beyond that period is owed. Restoration/provision from the archive is subject to time & material and availability. The Contractor is not a backup provider; the Client is responsible for its own backups.

11. Governing Law, Place of Jurisdiction
German law applies; the CISG is excluded. Exclusive place of jurisdiction is Syke, provided the Client is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law; otherwise, the statutory venue applies.

12. Severability
Should individual provisions of the contract be or become invalid in whole or in part, or should the contract contain a gap, the validity of the remaining provisions shall not be affected. The respective statutory provisions shall apply in place of the invalid or missing provision(s).