§1 Scope and general

(1) The following general terms and conditions apply to all business relationships, in particular contracts, services and deliveries, of Graf & Schweikert GbR, unless other agreements are made in writing in individual contracts.
(2) These terms and conditions apply exclusively. Conflicting or deviating terms and conditions of the customer are not valid, unless Graf & Schweikert GbR has accepted them in writing beforehand.
(3) The contract language is German.
(4) The customer is a consumer insofar as the purpose of the ordered goods and services cannot be attributed to a commercial or independent professional activity and he is a natural person (§ 13 BGB). On the other hand, an entrepreneur is any natural or legal person or partnership with legal capacity who, when concluding the contract, acts in the exercise of its commercial or independent professional activity (§ 14 BGB).
(5) The terms and conditions are divided into a general and a special part as well as the general final provisions. The provisions of the General Section and the General Final Provisions apply to all legal transactions of Graf & Schweikert GbR. The provisions of the Special Part apply to legal transactions involving the corresponding services. Insofar as no regulations deviating from the provisions of the General Part are made in the provisions of the Special Parts, the provisions of the General Part remain the same.
(6) Definitions In the context of these general terms and conditions, the term “company” does not only mean natural and legal persons acting in the course of their commercial or independent activity, but also non-governmental organizations (NGOs) and other organizations with economic or entrepreneurial activity.

§2 Contract content and conclusion of contract

(1) Graf & Schweikert GbR offers customers various services. She carries out commissioned productions, post-productions or the creation of digital media.
(2) The contract between Graf & Schweikert GbR and the customer is concluded either when the customer accepts the offer from Graf & Schweikert GbR in writing or when the customer receives a written order confirmation from Graf & Schweikert GbR.
(3) Unless otherwise agreed in writing, the offer from Graf & Schweikert GbR is valid for two weeks from receipt by the customer. After the two-week period, Graf & Schweikert GbR is no longer bound by the offer.
(4) The scope of the services to be provided by Graf & Schweikert GbR is determined solely by the offer and the respective service descriptions. Unless the customer has provided any specific requirements, there is freedom of design when processing the order by Graf & Schweikert GbR. These terms and conditions apply in addition.

§3 Prices and Billing

(1) If the contract is concluded through acceptance of the offer, the price stated in the offer applies. The prices mentioned are subject to the proviso that the order data on which the offer was submitted remain unchanged. The prices are net prices, i.e. they are exclusive of the currently applicable statutory value added tax. The granting of discounts or discounts is set out in writing in the offer.
(2) For orders for which fixed prices have not been expressly agreed, such as service or work contract services on a time or material basis, the calculation is made in accordance with the price ranges of the currently valid price schedule and any other conditions.
(3) Unless otherwise agreed, the prices do not include shipping costs, packaging costs, transportation costs and transport insurance. Such costs will be charged in addition, unless the law mandatorily requires payment of costs.
(4) When implementing a contract production by Graf & Schweikert GbR, the calculation agreed in advance, the documented status of the design and the relevant technical requirements are considered binding components of the contract.
(5) Subsequent changes or extensions, such as changes to the screenplay, the filming concept, the main parameters of (post) production or services, entitle Graf & Schweikert GbR to charge for the required additional costs. This also applies to a comprehensive review of whether and under what conditions the change or extension can be carried out, insofar as Graf & Schweikert GbR has pointed this out.
(6) If the order-related costs change significantly after conclusion of the contract, the parties will agree on an adjustment of the prices. A change is significant if the charges change by more than 20%. If an agreement fails, Graf & Schweikert GbR is entitled to withdraw from the contract.
(7) If the client fails to meet fixed and confirmed appointments or cancels at short notice, a cancellation fee of the following amount will be due
● 50% of the services listed in the offer should production be canceled between fourteen and seven days before the start of production after order confirmation
● 75% if canceled between seven days and 48 hours
● 100% if canceled less than 48 hours before the start of the appointment.
If production has to be stopped on the day of shooting due to unforeseeable circumstances for which neither the customer nor Graf & Schweikert GbR is responsible (e.g. severe weather), the customer and Graf & Schweikert GbR shall bear the costs of a replacement shooting day equally.
(8) If the service provided by Graf & Schweikert GbR extends over a longer period of time (more than 3 months processing time) or if the service includes an order volume of more than EUR 5,000.00 net, Graf & Schweikert GbR is entitled to demand advance payments. Of these advance payments, 40% of the total remuneration is due upon conclusion of the contract and 60% after 10 days after the date of the final invoice. Expenses and costs are due upon receipt of the invoice prepared for this purpose.
(9) The offer includes two correction loops. Further requests for changes will be charged according to expenditure in accordance with the valid hourly rate.

§4 Payment and late payment

(1) To compensate for the services to be provided by Graf & Schweikert GbR and the transfer of rights, the customer pays a fee.
(2) All invoices are due gross without deduction within 10 days of invoicing. The acceptance of checks is excluded.
(3) Unless otherwise agreed, payments made by the customer always repay the oldest existing debt.
(4) In the event of default, all claims from Graf & Schweikert GbR are due immediately. If the payment deadline is exceeded, Graf & Schweikert GbR is entitled to charge default interest of 5% above the respective base interest rate of the European Central Bank for contracts with consumers within the meaning of Section 13 BGB, 8% above the respective base interest rate of the European Central Bank for contracts with entrepreneurs within the meaning of Section 14 BGB. The assertion of further damage caused by delay remains unaffected.
(5) If the customer becomes aware of a significant decline in the financial situation or if he defaults on payment, Graf & Schweikert GbR is entitled to demand immediate payment of all outstanding invoices, including those not yet due. Graf & Schweikert GbR is also entitled to discontinue ongoing orders for the customer for the duration of the delay in payment.

§5 Delivery/provision of services

(1) Delivery periods and dates are only binding if they have been confirmed in writing by Graf & Schweikert GbR. Compliance requires that the customer provides all information, documents and approvals required to provide the service in good time. Delays due to lack of or late customer cooperation extend the delivery time accordingly.
(2) If the contractually owed service is provided in digital form (e.g. video files, graphics, concepts, digital versions), the service is usually provided via download link, data transfer (e.g. cloud, e-mail) or via secure platforms. When the file (s) are made available to the customer or a third party named by him, the service is considered delivered.
(3) Insofar as physical delivery (e.g. data carriers, prints, USB sticks, DVD/Blu-ray Master) has been agreed, shipping is at the customer's risk and expense, unless otherwise agreed. The risk is transferred to the customer as soon as the shipment has been handed over to the shipping company, unless the customer is a consumer within the meaning of § 13 BGB.
(4) Delivery is made to the address specified by the customer, unless otherwise agreed. At Graf & Schweikert GbR's discretion, shipping is carried out at the customer's expense and risk. If the customer prescribes a specific transport route, he shall bear any additional costs that may arise as a result.
(5) Unforeseen events such as force majeure, official measures, failure of technical infrastructure or delivery delays by third parties that are beyond the control of Graf & Schweikert GbR extend the delivery period by the duration of the disruption. Graf & Schweikert GbR will immediately inform the customer of such circumstances.
(6) If, after conclusion of the contract, the customer requires changes that go beyond minor adjustments (e.g. new filming dates, conceptual changes, changes to the material), any promised delivery dates will be postponed accordingly. Graf & Schweikert GbR will provide information about the effects on schedule and costs.
(7) Graf & Schweikert GbR is entitled to make partial deliveries or interim versions, provided that this makes sense for the progress of the project and is reasonable for the customer. Partial deliveries are considered independent fulfilment, unless otherwise agreed.

§6 Warranty

(1) Graf & Schweikert GbR guarantees that the services provided are free from material defects within the meaning of the Civil Code. Only an objective deviation from agreed requirements or essential quality features is considered a material defect.
(2) The services provided include artistic-creative components. A complaint based on subjective taste deviations or aesthetic preferences is excluded, provided that the service corresponds to the agreed briefing, concept or target image.
(3) In the event of justified defects, the client is initially entitled to rectification. Graf & Schweikert GbR may, at its own discretion, remedy the defect or provide equivalent compensation. A repair is considered to have failed after two unsuccessful attempts at the earliest.
(4) Only if the repair finally fails or is rejected, is the client entitled to the statutory rights of withdrawal or reduction. Claims for damages are based on §7 of these terms and conditions.
(5) The warranty period for work services is twelve months from delivery of the work. For obvious defects, there is an obligation to give notice of defects within ten working days of acceptance. In the event of late notification, these defects are considered approved.
(6) Claims for defects are excluded if changes have been made to production by the client or third parties or if the production was used contrary to its intended purpose.

§7 Liability

(1) The use of Graf & Schweikert GbR's services by the customer is at the customer's own risk. Liability under paragraph 2 remains unaffected by this.
(2) Graf & Schweikert GbR shall pay compensation, irrespective of the principle, only to the following extent: Graf & Schweikert GbR is fully liable for damage to life, limb and health based on a negligent or intentional breach of duty by its legal representatives or vicarious agents and for damage covered by liability under the Product Liability Act, as well as for all damage caused by intentional or gross negligence are based on breaches of contract and malice on the part of their legal representatives or vicarious agents . Insofar as Graf & Schweikert GbR has provided a quality and/or durability guarantee with regard to the goods or parts of them, Graf & Schweikert GbR is also liable within the scope of this warranty. Graf & Schweikert GbR is only liable for damage that is based on the lack of guaranteed quality or durability but does not occur directly to the goods if the risk of such damage is clearly covered by the quality and durability guarantee. Graf & Schweikert GbR is also liable for damage caused by simple negligence, insofar as this negligence concerns the breach of such contractual obligations, compliance with which is of particular importance for achieving the purpose of the contract (cardinal obligations). However, Graf & Schweikert GbR is only liable insofar as the damage is typically associated with the contract and is foreseeable. In addition, Graf & Schweikert GbR is not liable for simple negligent breaches of non-essential ancillary obligations. The limitations of liability contained in sentences 1 to 3 of this paragraph also apply insofar as liability for legal representatives, executive employees and other vicarious agents is affected.
(3) Further liability is excluded regardless of the legal nature of the claim made. Insofar as liability is excluded or limited, this also applies to the personal liability of employees, workers, employees, representatives and vicarious agents of Graf & Schweikert GbR.
(4) Graf & Schweikert GbR remains free from the objection of contributory fault. In particular, Graf & Schweikert GbR is not liable if the occurrence of the damage could have been avoided by fulfilling the customer's obligations to cooperate.

§8 Customer's rights guarantee

(1) The customer is obliged to acquire all rights required for the provision of services by Graf & Schweikert GbR. When using templates or materials provided by the customer, Graf & Schweikert GbR assumes that they are not encumbered with third-party rights and that the customer has the necessary rights of use.
(2) The customer guarantees that he is the owner of all copyright and intellectual property rights and that the necessary permits have been issued, which are necessary for the services provided by Graf & Schweikert GbR. Graf & Schweikert GbR is not liable for infringement of third-party rights, provided that Graf & Schweikert GbR has complied with the customer's instructions, specifications or instructions when providing the service or has used materials provided by the customer. The customer accordingly indemnifies Graf & Schweikert GbR from all claims by third parties due to infringement of such rights and also assumes the costs of legal defense against such claims. Graf & Schweikert GbR is not obliged to provide legal defense.
(3) The customer ensures that all consents required for the use of the recordings (e.g. consents from depicted persons in accordance with the GDPR) have been obtained and is liable for the lawful collection and transfer of this data to Graf & Schweikert GbR.

§9 Set-off/right of withholding

(1) The customer is only entitled to offsetting if the counterclaims have been legally established, undisputed or recognized by Graf & Schweikert GbR.
(2) The customer is entitled to exercise a right of retention insofar as a counterclaim is based on the same contractual relationship.

§10 Lien

Graf & Schweikert GbR is entitled to a contractual lien on the material handed over by the customer due to all claims against the customer, regardless of the legal basis.

§11 Insurance

(1) Objects and materials handed over to Graf & Schweikert GbR for processing are not insured by Graf & Schweikert GbR, in particular against theft, fire or water. It is the customer's responsibility to ensure adequate insurance coverage in this respect. This applies in particular to original tapes and other starting material, the loss, destruction or damage of which can only be compensated for by disproportionately high expenditure.
(2) At the customer's request, deliveries will be insured against transport damage at the customer's expense.

§12 Right of naming and reference advertising

(1) Graf & Schweikert GbR is entitled to include his name and logo as well as an imprint in the productions. The same applies to industry-standard photo references. The customer is obliged to keep all protective notices such as copyright notices unchanged.
(2) Graf & Schweikert GbR is entitled to name the customer as client and/or, after publication of production by the customer, to name the service for the customer as a reference, in particular excerpts of the product on the website under the domain www.purpose-stories.de and to present on Graf & Schweikert GbR's social media channels and/or to announce the business relationship with the customer.

§13 Collaboration/ Customer's obligations to cooperate

(1) If the customer must provide information and documents in order to perform the contractual services by Graf & Schweikert GbR, the customer is obliged to do so in good time so that performance by Graf & Schweikert GbR is not delayed. The customer guarantees that his information is correct and complete. Graf & Schweikert GbR is not obliged to check the documents and information provided by the customer for accuracy, completeness or admissibility of use. The documents and information are used by Graf & Schweikert GbR provided that the customer is authorized to use them.
(2) If Graf & Schweikert GbR provides the customer with drafts or test versions, giving a reasonable period of time, to check for accuracy and completeness, these shall be considered approved unless the customer requests Graf & Schweikert GbR to correct the defect within the deadline.
(3) The customer is responsible for sufficient resources; in particular, he will provide the required number of competent employees and create the necessary technical requirements.

§14 Rights

(1) Graf & Schweikert GbR grants the client a simple, non-exclusive right to use the finished production upon full payment of the agreed remuneration. Use may only take place within the agreed framework and only for the purposes expressly stated in the offer.
(2) Unless otherwise agreed, the right of use is granted indefinitely and spatially. Transfer of usage rights to third parties or use in a different context (e.g. changed target groups, products or platforms) requires the written consent of Graf & Schweikert GbR.
(3) The evaluation of the production as part of cinema broadcasts or television broadcasts (public, private or international) is only permitted with a separate written agreement. In particular, the client is responsible for the use of music subject to GEMA, the declaration of rights of depicted persons and compliance with broadcation-specific requirements, unless a different agreement has been made.
(4) The integration of music, voice recordings, stock footage or other third-party materials is based on the license usage agreed for the project. This applies exclusively to the media defined in the offer (e.g. social media, web, POS) and distribution channels. The client undertakes to inform Graf & Schweikert GbR in advance about all planned distribution channels. Expanded uses (e.g. paid ads, broadcast, cinema) require separate licensing and, if applicable, post-licensing fees.
(5) If the client brings in its own material (e.g. logos, images, music, texts), the client guarantees that all necessary rights of use for the agreed production and publication are available. In this respect, the client indemnifies Graf & Schweikert GbR from third-party claims.
(6) If AI-based tools (e.g. to generate image, text, music or voice materials) are used during production, they are used in compliance with the applicable licensing conditions of the platforms or software used. Graf & Schweikert GbR does not guarantee the absolute freedom of rights of such content, provided that it has been used to the best of its knowledge and within the scope of permitted use.
(7) Processing, redesigning or expanding production by third parties is not permitted without the written consent of Graf & Schweikert GbR. This applies in particular to editing changes, music changes, visual changes or translations.
(8) Unused material (e.g. raw material, alternative takes, unedited audio tracks) remains the property of Graf & Schweikert GbR. This may be used for own purposes, in particular for portfolio, archive or reference use, provided that no legitimate interests of the client conflict.
(9) The client is obliged to coordinate any non-agreed or additional use with Graf & Schweikert GbR in advance. A violation of the agreed rights of use may trigger claims for damages.

§15 Storage

(1) The material provided by the customer to fulfill the contractual obligations, in particular film and tape material, is stored at the discretion of Graf & Schweikert GbR. Graf & Schweikert GbR is entitled to store or have the materials stored by itself or with third parties.
(2) The depositor is considered the authorized owner of the material. Graf & Schweikert GbR will not review ownership and other legal relationships in the material.
(3) The material is accepted and returned during business hours of Graf & Schweikert GbR. The return requires full payment of the remuneration owed by the customer.
(4) Graf & Schweikert GbR is entitled, but not obliged, to hand over the material to the owner with confirmation of receipt without verification of legitimacy or to make the handover dependent on the written consent of the depositor.
(5) Graf & Schweikert GbR undertakes to store the original, visual and audio material of the delivered work for 1 year, in the case of finished commercials or other productions (contract production) for 2 years. Before expiry of the respective period, the client may agree in writing on the duration of further storage, in this case subject to a fee.
(6) With delivery of the transmittable copy, the risk of the copying documents is transferred to the client, even if the material is stored at Graf & Schweikert GbR, at a copy company commissioned by him or in an archive commissioned by him.

§ 1 Retention of title

(1) In the case of contracts with consumers, the products delivered by Graf & Schweikert GbR remain the property of Graf & Schweikert GbR until all claims arising from the contract between the customer and Graf & Schweikert GbR have been fulfilled. Up to this point, the customer is required to handle the product with care. Before transfer of ownership, the customer undertakes to dispose of the product only with the prior written consent of Graf & Schweikert GbR. In the event of access by third parties, in particular if the product is seized, the customer must immediately report to Graf & Schweikert GbR in writing and immediately inform the third party of Graf & Schweikert GbR's reserved ownership.
(2) In the case of contracts with contractors The products delivered by Graf & Schweikert GbR remain the property of Graf & Schweikert GbR until all claims arising from the contract between the customer and Graf & Schweikert GbR have been fulfilled. This also applies to all future deliveries, even if Graf & Schweikert GbR does not always expressly refer to this. Graf & Schweikert GbR is entitled to take back the product if the customer has acted contrary to the contract. As long as ownership has not yet been transferred to him, the customer is obliged to handle the item with care. As long as ownership has not yet been transferred, the customer must immediately notify Graf & Schweikert GbR in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is unable to reimburse Graf & Schweikert GbR for the judicial and extrajudicial costs of a lawsuit in accordance with Section 771 Code of Civil Procedure, the customer is liable for any loss incurred by Graf & Schweikert GbR. The customer is entitled to resell the reserved goods in normal business transactions. The customer hereby assigns the customer's claims arising from the resale of the reserved goods to Graf & Schweikert GbR in the amount of the purchase price agreed with Graf & Schweikert GbR. This assignment applies regardless of whether the purchased item has been resold without or after processing. The customer remains authorized to collect the claim even after the assignment. The right of Graf & Schweikert GbR to collect the claim for disclosure of the assignment itself remains unaffected. However, Graf & Schweikert GbR will not collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application to open insolvency proceedings against his assets has been filed or payment has been suspended.

§ 2 Duty to examine and give notice of defects

(1) In order to assert warranty rights, the customer is obliged to examine the products immediately after they have been made available. Obvious defects must be reported in writing to Graf & Schweikert GbR immediately, but no later than seven days after receipt of the goods. The notification must include a reasonable, detailed description of the defect and the impact of the defect.
(2) Hidden defects, i.e. errors that only become apparent later, must also be reported in writing to Graf & Schweikert GbR immediately, but no later than seven days after discovery of the defect.
(3) In the event of a breach of the inspection and complaint obligation, the product is considered approved with regard to the relevant defect. Claims relating to this defect are waived. III. Special provisions for work and services § 1 Subcontracts Graf & Schweikert GbR is not obliged to provide work or service contract services personally. Instead, Graf & Schweikert GbR is entitled to engage third parties, such as in particular freelancers or other subcontractors, to provide the services owed to the customer and to have these services performed by subcontractors.

§1 Subcontracts
‍
Graf & Schweikert GbR is not obliged to personally provide work or service contract services. Instead, Graf & Schweikert GbR is entitled to engage third parties, such as in particular freelancers or other subcontractors, to provide the services owed to the customer and to have these services performed by subcontractors.

§ 2 Acceptance
‍
(1) Since the productions and services provided by Graf & Schweikert GbR are also artistic works and are subject to artistic freedom, acceptance is based primarily on technical aspects.
(2) Graf & Schweikert GbR will notify the customer of the completion of services, in particular custom productions or post-productions, and hand them over for acceptance.
(3) The customer will check the performance of Graf & Schweikert GbR within 10 days of receipt of the notification. If there is no response from the customer within this time or if the customer uses the services of Graf & Schweikert GbR without further verification, the service is considered accepted.
(4) If Graf & Schweikert GbR does not indicate completion, the time at which the customer should have reasonably had to become aware of the services applies instead of the time of notification.

§ 3 Termination

(1) If the parties conclude a contract for an indefinite period of time, the customer can properly terminate the contract at the earliest 3 months after the conclusion of the contract.
(2) If the parties conclude a contract for a specific period of time, the contract is extended by 6 months in each case unless it is terminated in writing 3 months before the end of the contract.
(3) The right to extraordinary termination remains unaffected. Graf & Schweikert GbR is entitled to terminate the contract in the event of a significant breach of contract, in particular in the event of a breach of § 8 or if the customer is more than two months in arrears with payment of the remuneration. The customer is only entitled to extraordinary termination if he has previously issued a written warning to Graf & Schweikert GbR and has asked him to comply with the contractual obligations, provided that the breach of contract is inherently curable.

§4 Note on the obligation to pay to the Künstlersozialkasse

The reporting requirement enables the correct calculation of the artists' social security contribution (§ 27 KSVG). According to legal provisions, entrepreneurs who belong to the group of tax payers in accordance with Section 24 KSVG or who regularly pay fees to artists or journalists are obliged to report themselves to the KSK. This can initially be done informally in writing, by fax or e-mail, but also by telephone. The KSK reviews the basic duty to pay and, if necessary, shall establish it in a separate decision. By March 31 of each year, companies must notify KSK of the fees they paid to independent artists and journalists in the past calendar year (assessment basis). The KSK will send out a separate form for reporting. If you do not yet have the KSK registration form, please contact us immediately by telephone or in writing, by fax or e-mail. Entrepreneurs who do not comply with their reporting obligations on time are assessed by the KSK (Section 27 (1) sentence 3 KSVG). The estimate made in this way can only be corrected by submitting the specific fee report. The violation of legal reporting and recording requirements is an administrative offense that can be prosecuted with a fine.

(1) Should individual provisions of these general terms and conditions be or become invalid, the effectiveness of the remaining provisions remains unaffected. Invalid provisions shall be replaced by mutual agreement with those which, taking into account the interests of both parties, best serve the intended economic purpose.
(2) Amendments or additions to these general terms and conditions must be made in writing. This also applies to an amendment or repeal of this written form clause.
(3) The law of the Federal Republic of Germany applies, excluding the UN Sales Convention. The place of performance for all obligations arising from the contractual relationship is the registered office of Graf & Schweikert GbR.
(4) If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction is the registered office of Graf & Schweikert GbR. Graf & Schweikert GbR also reserves the right to assert claims before another competent court. If the customer is not a merchant, the legal regulations apply.