of Awaken Productions GmbH
Prellerstraße 54a | 04155 Leipzig
- hereinafter referred to as “WE” —
The following general terms and conditions [hereinafter the “Terms and Conditions”] form the basis for all orders, offers, deliveries and services carried out between us and you. They represent the only basis for the contract. Should you wish to submit your own terms and conditions, these must be accepted by us in writing.
We offer you the production of video, photo and media [hereinafter “PRODUCTION”], as well as all other associated pre and post-production services. Our services include all relevant phases, such as consulting, conception, production, editing, animation, sound design, retouching or editing.
Which specific services we provide and to what extent and what costs they generate are determined by the final offer agreed between us and you.
If we provide you with a rough calculation of the expected costs in advance of an order, this does not represent a binding offer from us.
If the rough calculation is in your interest, we will then provide you with a binding offer. The detailed offer may differ from the rough calculation.
If the effort can be specifically defined at the outset, you will immediately receive a binding offer.
We only start to fulfill the order when you confirm the offer.
The basis for commissioned production is our production concept created together with you before the start of production (e.g. as a script, story/mood board, screenplay, layout film, etc.) [hereinafter referred to as “PRODUCTION CONCEPT”]. The final production concept may only be completed after acceptance of our offer. We only start to fulfill the order when you confirm the production concept. Unless otherwise agreed, the preparation of the production concept as part of pre-production is already part of our paid services.
Once the production concept has been confirmed by you, subsequent requests for changes within the scope of the order can only be considered insofar as they would not delay production or generate higher costs. If the adjustment within the framework of the existing order is not possible, the order can be adjusted retrospectively at your request as part of a change request.
We would like to point out that we are responsible for the artistic and technical design when creating and designing, and of course we will take your wishes into account.
We are solely responsible for artistic and technical design, unless clear requirements have been agreed in advance. In any case, you are responsible for factual accuracy and legal admissibility, unless we deviate from agreed agreements without reason and to a considerable extent.
You are not entitled to individual activities being carried out directly by a specific person, unless we agree separately.
Unless we make separate agreements, video material will be produced in FULL HD quality (1920 x 1080 px) without audio recording. In post-production, unless otherwise agreed, we use music licenses from a standard catalog.
Unless otherwise agreed, photos are produced exclusively digitally in the quality of 4000 x 3000 px.
In the “Consulting” service area, we support you with your current marketing, image and/or public relations campaigns, depending on the agreement, and help you shape your ideas and campaigns accordingly. The advice may include the following services:
We would like to point out that our advice is a service and that we therefore cannot promise or owe you any success.
The costs for our services are based on our offer and are billed on a daily basis, with eight hours for pre and post production and a production day (set-up, shooting, dismantling day) having ten hours. If the service is less than half of the hours, only half a day will be charged.
If you work overtime or if you want us to work particularly promptly, we will charge you an additional percentage (surcharge).
If we provide a cost estimate or parts of it on a daily or hourly fee basis, the hours or days specified are only an estimate of the working hours required to provide the agreed services.
The actual hours worked can therefore deviate from the estimate by up to 25% and exceed or be below the estimate. In any case, the costs to be paid depend on the hours actually worked by us.
If we find that the actual hours worked are 25% higher than the offer, we will inform you and ask you to approve the remaining hours. Unless approval is given within a reasonable period of time, the order is automatically completed and we will hand over and bill for what has been done so far.
We issue appropriate advance invoices in accordance with the agreements in our offer. As a rule, we issue an invoice before the start of production in the amount of 50% of the agreed total price, not including further expenses by us to third parties.
If we have to make advance payments ourselves to fulfill an order, for example to make purchases or commission services from third parties, we will invoice them separately in advance.
We only start our services when the advance invoices have been paid in full by you in advance.
Der Kunde hat das Recht, gebuchte Projekte oder Dienstleistungen zu stornieren. Die Stornierung muss schriftlich (per E-Mail oder Brief) erfolgen. Der Zeitpunkt des Eingangs der Stornierung bestimmt die Höhe der fälligen Stornokosten.
Bei einer Stornierung fallen folgende Ausfallkosten an:
Sollte nur ein Teil des Projekts storniert werden, gelten die oben genannten Prozentsätze anteilig auf die stornierten Leistungen.
Your payments are due 14 days after we are invoiced. We send the invoices in electronic form (e.g. as a PDF) to your stored e-mail address.
Cash expenses, expenses, travel expenses, etc. arising from the fulfilment of the order will be invoiced by us and must be paid by you in addition. Depending on the agreement in the offer, the costs are either billed as a lump sum or directly.
Any fees incurred by collecting companies (e.g. GEMA) will be paid directly by you, unless we agree otherwise.
If duties are due under the Artists' Social Insurance Act as a result of the appointment of third parties, we will register and pay them. You are required to pay these duties in a legally determined amount.
If you default on your payments to us for more than 30 days, we will interest our claims against you from the due date with additional interest of 9% p.a.
If we are to make payments outside our normal response times, we agree on a supplement of 25% to our agreed daily rate (short-term surcharge). Our normal response times are always volume-related and project-dependent. As a rule, our response time is 72 hours.
If we have to work overtime, such as for on-site productions, events or due to delays in pre and post production for which we are not responsible, we charge a fixed percentage surcharge of 25% for the first and second overtime and a surcharge of 60% from the third overtime period (overtime surcharge).
If we pay between 22:00 and 06:00 or on a Saturday, we charge a supplement of 25% per hour, on a Sunday or on a public holiday, we charge a supplement of 75% (special time supplement).
If several supplements are relevant, they add up in the following order: 1. Short-term supplement, 2. Special time supplement and 3. Overtime supplement.
If you wish to change or expand your requirements for the content of your order [hereinafter “CHANGE REQUEST”], we will agree to this to the extent that it is reasonable for us as part of the existing order. Insofar as the implementation of a change request has an effect on the order, we must require you to make an appropriate adjustment to the order. This includes in particular the increase in remuneration and/or the postponement of delivery or completion dates. Requests for changes are usually requests that exceed 5% of the total order volume.
If such a request for change is commissioned by you, the order must be made in text form, e.g. by e-mail, and will only be effective once we have confirmed it.
We are entitled to have the orders placed or parts of them performed by third parties. Payment for such third parties is made exclusively by us. There is therefore no direct contractual relationship between third parties commissioned by us and you.
You are not entitled to contact third parties commissioned by us directly without our presence as part of our execution of the contract or to give instructions.
Offsetting or exercising a right of withholding is only permitted with undisputed or legally established claims against us. Offsetting against disputed but ready for decision counterclaims and all claims arising from this contractual relationship is also permitted.
Our joint contract is concluded as soon as you have confirmed our final offer unchanged no later than seven days before the start of the agreed production start. If you have not confirmed the offer and our services have already been specified in mutual exchange in advance of the offer, for example through a preliminary rough calculation, our offer is considered accepted by you no later than 24 hours before the start of production within the meaning of Section 362 HGB. Services that have already been provided in your interest before the offer has been confirmed will also be charged in the event of a cancellation of the offer.
This also applies to all further orders during order execution [hereinafter referred to as the “EXTENSIONS”].
If you send us a modified offer, this represents a new offer from you. A joint contract is only concluded when the new offer submitted by you is expressly accepted by us as such.
The start of execution of the order is based on our agreements in the offer. Implementation is therefore only possible as soon as we have received all necessary data, documents, receipts, approvals or other order-relevant information from you or actions are carried out.
If the advance invoice has not been paid on time, the start of order fulfillment will be delayed accordingly, although there may be further subsequent delays due to possible rescheduling.
Ordinary termination of the contract is not possible. This does not affect the right of you and us to extraordinary termination for good cause. For us, such an important reason exists in particular when:
you have failed to comply with the necessary cooperation within a reasonable period of time despite multiple reminders from us, or
You culpably violate an essential contractual obligation and, despite a warning from us, do not remedy this within a reasonable period of time.
The termination must be made in writing, regardless of the method of termination.
In the event that orders have been terminated by you for ordinary reasons or by us for extraordinary reason, advances already paid will not be refunded. Outstanding payments or fees will be settled according to the order in accordance with the services already provided. Unpaid third-party costs, which we have assumed on your behalf, will be charged to you in full.
If the cancelled order has not yet been fully retrieved, we will charge you 50% of the remaining volume of the order as compensation.
Further claims for damages are expressly reserved in this context.
In order to be able to provide our services, we depend to a large extent on your cooperation. It is therefore your responsibility to create all organizational and actual framework conditions necessary to fulfill the orders placed. This includes the transmission of all necessary documents, materials, information and documents as well as the establishment or transmission of digital access.
If there are or may be restrictions or obstructions, we must be informed here without culpable hesitation so that we can incorporate them into further planning.
The measures to be taken are set out in detail from the respective agreed offer.
If you send us documents and materials, you assure us that they are free from third-party rights and do not violate German or other relevant national and international law, in particular copyright, trademark, naming, data protection and competition law as well as the right to your own image.
You are required to assist us with the production of video, photo and/or media recordings as far as you can. Among other things, this includes
Any delays and additional costs resulting from your lack of cooperation will be borne by you.
As part of our order, we will provide you with a commented rough cut or a commented pre-selection of production on the Internet via online tools selected by us [hereinafter “ONLINE TOOL”].
You are required to use this tool and provide a pre-selection or necessary feedback on it in accordance with our agreed mandate.
If you do not comply with this obligation within a reasonable period of time, despite a double request from us, we are entitled to terminate the order extraordinarily.
Unless we expressly agree otherwise, you are fully obliged to obtain all necessary filming and photo permits, consents from third party rights holders to use protected material (e.g. GEMA or other collecting companies) and all necessary consents of depicted persons, regardless of whether photo or video, (e.g. data protection, rights to your own image, right to contract-related use such as publication, reproduction and distribution) to catch up.
Depending on the agreement, when implementing our order, we may produce or receive from you photographs, video recordings or other materials depicting you or employees of your company.
In this case, you guarantee that you have obtained the consent of all persons depicted to publish, reproduce, distribute and process the relevant images and videos (within the meaning of the GDPR) so that we can process them within the agreed scope of our order.
You also grant us the right to advertise work results as a reference on our channels, unless they are used exclusively for internal use.
Unless we create content such as videos, photos or media for you and do not agree otherwise on behalf of you, we will transfer to you a simple right to use, reproduce, distribute and make publicly available only on the final work result, limited to two years from the date of acceptance. The specific nature of the above rights is limited by the use agreed upon in the order (e.g. publication on only one social media channel, use only online, time limits, etc.).
In particular, we do not transfer any exclusive right or right to sublicense to you outside of the necessary sublicensing for the specified purpose as part of the order.
The transfer of the above rights will only take place upon full payment of the agreed fee. A transfer of rights to previously created concepts, versions, unfinished work results, samples or other work materials is not granted.
As part of our transfer of rights, we would like to draw your attention to the further restrictions imposed by agreement with third parties involved in the production, such as performers. When using the agreements created by us, you are bound as it were. The agreements may restrict the rights granted by us in terms of time and/or space as well as the types of uses granted.
The original recordings (raw material) and the project files (open data, including Adobe Premiere Pro, Adobe After Effects, etc.) will not be sent to you. You do not acquire any rights to them. It will only be released if agreed separately. However, the right to transfer the raw material and project files to third parties is never granted.
The raw material and project files as well as all other project data will be digitally archived by us one month after completion of the order for a maximum of twelve months. If longer archiving is required, this can be arranged for a separate fee.
If we have completed a production or project, we will explain to you that we are ready to accept it. Acceptance is carried out in text form exclusively by e-mail.
After notification, you will view and check the work or works to be accepted within a reasonable period of time specified by us.
You will then report complaints to us in due time via the online tool or declare acceptance. If we have already carried out interim inspections, an objection is only possible for content or designs that have been changed or added after the last interim acceptance.
We are responsible for the artistic and graphic design of services. We will respond to your wishes within reasonable limits and, in particular, take personal sensitivities into account. In this context, we will revise the works up to twice, which must not exceed a total framework of 5% of our direct post-production budget (according to offer). A further revision is not included, unless there are factual errors. Pure flavor returns are excluded.
Acceptance is considered granted if you do not declare acceptance within the specified period (fake acceptance) or refuse.
If we are obliged to rectify the defect due to defects, we will, at our option, provide these by means of remedying the defect or by subsequent delivery. If we correct the defects by remedying the defect, we will decide at our own discretion and subject to availability how this will be done.
The limitation period for claims for defects is one year. With regard to the start of the limitation period, the statutory rules apply, except in the case of fraudulent concealment or gross fault of a defect by us and in the event of damage to life, and health caused by a defect and in the event of a quality guarantee.
The parties mutually commit themselves to keep secret information marked as confidential or resulting from the circumstances as confidential, which becomes known as part of all contractual relationships.
Both parties are required to take the necessary precautions so that third parties are not aware of this information. The duty of confidentiality also applies vis-à-vis group companies, licensees and other companies with which the parties are economically connected. If one of the parties wishes to share confidential information with such third parties, that party must first obtain the express written consent of the other party concerned.
This confidentiality obligation does not apply to information which was demonstrably already known to the respective party before the notification, was known to the public before the notification or was generally available, or which the respective party has demonstrably developed or had developed independently of knowledge of the confidential information.
The obligation of confidentiality also applies beyond the duration of the cooperation.
You grant us the right to use created content as a reference, mentioning your name, for the purpose of self-promotion, provided that the material used is not subject to a duty of confidentiality. You guarantee that the depicted and identifiable persons give their consent for this.
We are fully liable in accordance with legal provisions for damage arising from injury to life, limb or health, as well as for intentional or grossly negligent action and in accordance with the provisions of the Product Liability Act.
In addition, we are liable in the event of slight negligence in the breach of an essential contractual obligation. Such an essential contractual obligation exists when its fulfilment makes the proper execution of the contract possible in the first place and on whose compliance you may regularly rely or restrict the infringement of your rights that this agreement has directly granted you in terms of content and purposes. However, in the event that we are so liable, compensation is limited to typical and foreseeable damage. In other cases, we are not liable for slight negligence.
Furthermore, we are not liable for lost profit, lost savings, damage arising from third-party claims and other direct damage.
We are not liable for compliance with planned completion dates or similar time arrangements, unless such dates have been expressly agreed between us and you and the completion is solely our responsibility. Liability is therefore also excluded if there are delays due to expansions or requests for changes by you or unforeseeable events (e.g. due to force majeure or weather events).
You indemnify us from any internal claims by third parties based on illegal or infringing acts on your part or those of your vicarious agents. This applies in particular to violations of content published and/or provided by you, which violates German or other relevant national and international law, in particular copyright, trademark, naming, data protection and competition law and the right to your own image. The same applies to illegal or infringing acts on your part against rights transferred by us to you by third parties who were involved in the production (see also “GRANTING OF RIGHTS”).
The exemption also includes the costs of legal defense arising in this context.
If you use, use, exploit, reproduce, make publicly available or pass on copyrighted works (e.g. photos or videos) without agreement or outside the agreed framework, a contractual penalty of twice the usage fee, but not less than 500.00 EUR, will be due for each individual case. We reserve the right to make all further claims for damages in each individual case.
If disputes arise, the place of court and fulfilment — insofar as this is legally permissible — is Leipzig.
The law of the Federal Republic of Germany applies.
Should any provision of these terms and conditions be or become invalid or should there be a gap, then the other provisions of these terms and conditions remain fully effective and legally enforceable.
Failure to legally enforce a provision does not constitute a waiver of rights.
The latest version of our terms and conditions applies.
Status: August 2024
