General terms and conditions of InoVirtue GmbH for the “Deepclip” division
§1 Validity towards entrepreneurs and definitions of terms
a) The following general terms and conditions (“GTC”) apply to all contracts between InoVirtue GmbH (see 2.2 for details, hereinafter referred to as “InoVirtue”) and an entrepreneur in the version valid at the time the order was placed by the entrepreneur. This also applies to future contracts, without the need for any further express mention.
b) “Entrepreneur” (hereinafter referred to as “client” or “AG”) within the meaning of these terms and conditions is understood in accordance with Section 14 BGB.
c) Deviating general terms and conditions do not apply even if InoVirtue does not expressly contradict their validity in individual cases. If InoVirtue refers to letters which in turn contain or refer to terms and conditions, there is also no consent to their validity. Different terms and conditions are only valid if InoVirtue agrees to their validity in writing via email or post.
§2 Conclusion of a contract
a) The following regulations regarding the conclusion of a contract apply to the oral or written order or booking or placing an order for one or more productions by e-mail, post or telephone.
b) If the contract is concluded, the contract is concluded with InoVirtue GmbH, Brienner Straße 9, 80333 Munich, registered at the Munich District Court under HRB 264 924.
c) The presentation of film offers and packages on the InoVirtue platform does not represent a legally binding contract offer on the part of InoVirtue, but is only a non-binding request to the client to send an enquiry with regard to a planned project.
The request from a potential client regarding a planned project also does not represent an offer to conclude a purchase contract.
d) A contract between a client and InoVirtue is only concluded when the contract documents have been sent by InoVirtue (offer) and confirmed by the client via telephone, e-mail, post or within the InoVirtue quotation tool. Unless otherwise stated in the offer, InoVirtue is bound to the offer made by it for 20 days.
e) In addition to these general terms and conditions, the following documents become part of the contract concluded between InoVirtue and the client:
- the written contract offer prepared by InoVirtue,
- The written schedule, which was prepared by InoVirtue following the project kickoff date and made available to the client by e-mail.
§3 Remuneration, Payment, Due Date
a) The remunerations specified are, without exception, net remunerations. These are always exclusive of statutory VAT, even if these should not be stated separately. There are no other allowances or costs unless these are shown separately (such as travel or travel expenses).
b) The client undertakes to make a down payment of at least 50% of the agreed remuneration at the time the order is placed, provided that InoVirtue has issued proper VAT-eligible invoices. Deviations from this must have been agreed in writing via e-mail or post.
c) Production begins with the so-called “project kickoff”, i.e. the briefing of InoVirtue by the client Project Kickoff. During the project kickoff, the binding time frame for the project is defined together with the client and then made available to the client as a binding timetable. The schedule is considered mutually agreed and accepted, unless otherwise notified by post or email within 5 days.
d) Upon delivery of the so-called “final file”, which is watermarked with the deep clip watermark, the VAT-eligible final invoice is issued in the amount of 50% of the order value, or in the amount of the remaining amount. The final files, without watermarks, are transferred upon receipt of payment of the final invoice or after submission of a payment document for the corresponding transaction.
e) 4 months after the project project kick-off, InoVirtue is entitled to issue the final invoice, regardless of the current status of the project at that time. The continuation of the project remains unaffected.
f) In contrast to §3 b), when agreeing on a so-called speed project, the final invoice will be issued 14 days before the final deadline. The final film will only be handed over to the client upon receipt of payment.
g) Project termination: If the client decides not to start or continue his project after official assignment, the following regulations apply between the parties:
The client must compensate InoVirtue for all damage resulting from the early termination of the contract (e.g. written notification of a project termination). Notwithstanding this, the following rules apply:
- The contract was concluded and the project was scheduled with InoVirtue: The client owes InoVirtue 20% of the agreed order value.
- The project kickoff meeting has taken place: The client owes InoVirtue 50% of the agreed order value.
- The concept idea or the first script was delivered: The client owes InoVirtue 80% of the agreed order value.
- The film concept was approved: The client owes InoVirtue 100% of the agreed contract value.
The corresponding final invoice is issued immediately after early project completion or project termination and has a payment term of 14 days.
If the project termination is due to reasons for which InoVirtue alone is responsible, the client does not owe any payment.
h) If outstanding invoices are not paid in due time, the resulting damage, such as collection fees or legal advice costs, must be borne by the client.
§4 Duties
a) InoVirtue undertakes to provide the contractually agreed services and, in addition to meeting the schedule, as long as the client also adheres to it and fulfills its obligations to cooperate (see in particular the contractual obligations listed in 4b) in full and as specified. InoVirtue continues to commit itself to granting the rights of use set out in the contract.
b) The client's obligations include in particular his timely cooperation in the production process, which includes, for example, providing information upon request from InoVirtue, giving consolidated and timely feedback, always by e-mail, and making decisions on time.
c) In the project kickoff meeting, the client must name a contact person responsible for the joint project and with decision-making authority. The latter must be authorized and qualified to accept the interim results and the finished film on time. In the event of prevention, an appropriate representative must be appointed who is able and also authorized to review and approve the content.
e) The client himself is responsible for the content of the productions commissioned by him. The client must also ensure that the production and its results do not infringe the rights of third parties or any legal regulations based on the statements requested by him or the materials provided by him.
f) The client must accept the final result and the interim results agreed in the schedule via e-mail. Acceptance or complaint must be made by the client within 5 working days after transmission of the result via email, unless different arrangements have been agreed with InoVirtue via email or post. Unless a timely declaration is made by the client, the silence is regularly interpreted as a so-called “acceptance”.
§5 Violation of the obligation to cooperate
If the client breaches his obligations to cooperate, this has the following consequences:
a) Does this jeopardize work on other InoVirtue projects, InoVirtue is entitled to cancel the schedule agreed with the client by means of a unilateral declaration via e-mail, post or telephone. In this case, the client and InoVirtue agree on a new schedule. When setting the new schedule, InoVirtue treats the client project as a new order and this is continued when appropriate capacities are available. As a result, delays may occur in individual cases. Any surcharges paid, e.g. for a deadline guarantee or speed production, will not be refunded in this case.
b) If the violation of InoVirtue's obligation to cooperate results in additional costs, such as licensing costs or additional expenses on the part of InoVirtue, these must be borne by the client.
c) If InoVirtue waits 8 weeks or longer for consolidated feedback from the client, InoVirtue is entitled to issue the final invoice (see §3d)).
d) Should the project be continued at a later date, the expenses required for the continuation may be recalculated by InoVirtue and any additional charges compared to the previously accepted offer will be redefined before the project is continued.
§6 Start of production/start of work
After receipt of the down payment amount specified in § 3b) (total amount, if applicable), the project will be integrated into the regular project process. Production starts with the joint project kickoff, see § 3c).
§7 100% satisfaction guarantee
As part of the production of the films, InoVirtue offers its clients the so-called “satisfaction guarantee”. This means that an unlimited number of so-called “change loops” are possible during production phases without additional costs. With acceptance of the respective interim result by the client, the next phase is started.
a) Should the client wish to make changes to interim results that have already been accepted (so-called cross-phase changes), he will be charged separately for the additional costs arising from his requests for changes.
b) The satisfaction guarantee no longer applies if more than 6 months have passed since the project kickoff and the project has not yet been completed by then. From this point on, a correction loop is included in every phase (InoVirtue presents the result of the phase to the client and the client can provide feedback on this. The subsequently revised version represents the approved interim result of the respective phase). Any additional work will be billed at the excellent hourly rate for additional tasks in each offer.
c) If more than 3 months have passed since the project kickoff and if the project has not yet been completed, the satisfaction guarantee no longer applies. Any additional work will be billed at the hourly rate that is excellent in each offer.
d) The satisfaction guarantee can be excluded from the outset upon conclusion of the contract and replaced by other regulations.
e) The satisfaction guarantee does not apply to the area of so-called “real shooting productions”. InoVirtue offers its services in real shooting productions in person days and hours. Should the quota offered be used up, additional work will be billed at the hourly rate awarded in each offer for the work performed by InoVirtue.
§8 Retention of title
InoVirtue reserves title to the produced film material and all other materials in connection with the placement of the order until full payment of the agreed remuneration has been made.
§9 Contract language
a) The contract language is German.
b) In individual cases, this provision can only be deviated from on the basis of a written agreement.
§10 Rights of use and transfer of use
a) When placing an order or booking, the client accepts the following rights of use: Unless otherwise expressly discussed and confirmed in writing (post, e-mail or fax) by InoVirtue, the client will be transferred the rights of use for the film created for him, with the exception of TV, radio and cinema broadcasts. Claims from collecting societies, such as GEMA, GVL, VG Wort, etc., remain unaffected and are beyond the control of InoVirtue. The client remains responsible for the purchase of appropriate licenses.
b) Should the client require a TV, radio or cinema broadcast, this requires a separate permit, which may entail an additional charge.
c) The term “Rights of use unlimited in time & space (excluding TV & cinema)” used in the offer refers to the use of the video for personal use. If client and user are not identical, InoVirtue must be informed in writing of the identity of the third party. If the client wants to sell the videos to third parties, a separate permit is also required, which may be associated with an additional charge.
d) Furthermore, when ordering, the client only acquires the rights to use the final film file itself. If he wants to use elements of the film (e.g. individual graphics/illustrations, audio, voice track, etc.) in addition to the film, this requires additional paid obtaining usage rights, for example by adding the “picture package”, buying the “open files”, etc.
e) The client grants InoVirtue all necessary rights to the materials submitted by the client as part of the preparation of the offer and subsequent production for production and archiving.
§11 Data storage
InoVirtue will save client projects and all preliminary stages (concepts, illustrations, etc.) for 36 months. InoVirtue reserves the right to delete project data after this period has elapsed. The storage of such data beyond the above period may be subject to an additional charge.
§12 Reference information
a) The client assures InoVirtue that InoVirtue may provide InoVirtueden created film as a reference in time and space, and in all places where InoVirtue wishes to present itself.
b) InoVirtue may also use the client logo as a reference for an unlimited period of time and space (at all places where InoVirtue wants to present itself).
c) Should the client not wish InoVirtue to use the created film or client logo without time and space restrictions, he must give InoVirtue an express written notice.
§13 Indemnification claim
a) With its order confirmation, the client assures that all content contained on its website and in the documents submitted to inoVirtue is free from third-party rights and does not contain any infringements of rights.
b) The client indemnifies InoVirtue from all claims by third parties due to any infringement of their rights. The client also assumes the costs of any necessary legal defense from InoVirtue, including all court and attorney fees. This does not apply if and insofar as the client is not responsible for the infringement.
§14 Right of Withdrawal
InoVirtue reserves the right to refuse to produce videos even after the contract has been concluded for reasons that make execution of the contract unreasonable for InoVirtue. This is particularly the case if the production of videos violates copyright, competition, press, criminal or other legal provisions.
§15 Liability
a) InoVirtue is not responsible for the fact that the videos produced were unable to achieve certain results (e.g. possible increase in sales).
b) InoVirtue is liable for damages, irrespective of the legal basis, only in the event of intent, gross negligence and lack of warranted property.
c) This also applies to vicarious or vicarious agents and legal representatives of InoVirtue.
d) In all other cases, InoVirtue is only liable if InoVirtue has breached essential contractual obligations (cardinal obligations).
Significant contractual obligations are those obligations which have been imposed on InoVirtue in accordance with the content of the contract concluded with the client in order to achieve the purpose of the contract, the fulfilment of which makes the proper execution of the contract possible in the first place and on whose compliance the client may regularly rely.
Compensation is therefore limited to the typically foreseeable damage. There is no compensation for atypical or unforeseeable damage.
§16 Confidentiality agreement
In each case, the parties maintain tacit confidentiality with regard to all business and trade secrets, as well as internals of the other party, which are not public or known.
§17 Applicable Law
German law is exclusively applicable to all legal relationships between the client and InoVirtue and to the question of a validly concluded contract and its advantages and subsequent effects.
§18 Place of Fulfilment and Jurisdiction
a) The place of fulfilment is Munich.
b) If the client is a merchant, the place of jurisdiction for all disputes arising directly or indirectly between InoVirtue and the client is agreed upon as the place of jurisdiction for all disputes arising directly or indirectly between InoVirtue and the client. However, InoVirtue is also entitled to appeal to another court competent for the client.
§19 Salvatory clause
Should individual provisions of this contract be ineffective or unenforceable or become ineffective or unenforceable after conclusion of the contract, this shall not affect the validity of the remaining contract.
The invalid or unenforceable provision shall be replaced by a valid and enforceable provision whose effects come as close as possible to the economic objective pursued by the contracting parties with the ineffective or unenforceable provision. The above provisions therefore apply mutatis mutandis in the event that the contract proves incomplete.