General Terms and Conditions
Loft Film GmbH, Ludwigstraße 9, 80539 München
(hereinafter also referred to as: “Loftfilm”)
- 1. Scope of Application
(1) All deliveries, services, and offers from Loft Film are made exclusively on the basis of these General Terms and Conditions. They are an integral part of all contracts that Loft Film concludes with its contractual partners (hereinafter also referred to as the “Customer”) for the deliveries or services offered. They shall also apply to all future deliveries, services, or offers to the Customer, even if they are not separately agreed again.
(2) Terms and conditions of the Customer or third parties do not apply, even if Loft Film does not separately object to their validity in individual cases. Even if Loft Film refers to a letter or an e-mail that contains or refers to the terms and conditions of the customer or a third party, this does not constitute consent to the validity of those terms and conditions
(3) Loft Film does not conclude any contracts with consumers within the meaning of § 13 BGB (German Civil Code) When concluding a contract with Loft Film, the Customer confirms that he is acting as an entrepreneur in accordance with Section 14 of the German Civil Code or as a businessman in accordance with the German Commercial Code.
- 2. Services of Loft Film/Customer Cooperation
(1) Loft Film creates individual animated videos on behalf of the Customer. The creation of an animated video is divided into a conceptual part and a production part.
(2) Loft Film also provides coaching and consulting services for entrepreneurs in the field of video and animated production.
(3) The Customer shall always provide the cooperation incumbent upon him completely and in due time upon first request. If the Customer fails to cooperate and thus prevents Loft Film from rendering its services, Loft Film’s claim to remuneration shall remain unaffected. With regard to coaching and consulting services, the Customer has no claim to the achievement of a concrete success. Loft Film’s services are subject to service contract law, provided conceptual work and/or coaching is involved.
(4) The Customer shall immediately support Loft Film’s provision of services by means of reasonable cooperation and upon first request. In particular, they shall provide Loft Film with the necessary information and data. Furthermore, the Customer shall provide Loft Film with the necessary work materials upon first request.
(5) Upon Loft Film’s request, the Customer shall name a contact person (“Project Manager”) as a permanent reference person for all matters relating to the project.
If the Customer does not meet their obligations to cooperate and for this reason Loft Film cannot complete its services in whole or in part within the agreed time, the agreed period of time will be extended accordingly.
With regard to the services to be rendered by Loft Film to the customer, Loft Film shall have a right to determine the performance in accordance with § 315 BGB (German Civil Code).
Loft Film is entitled to have services owed to the Customer performed by vicarious agents and third parties.
- 3 Services Requiring Acceptance
(1) If Loft Film provides a service that is subject to acceptance by the Customer, the following paragraphs 2-8 apply.
(2) Acceptance by the Customer shall be declared immediately after completion of the animated video or an intermediate step requiring acceptance (script, style frames, storyboard) and the customer’s acknowledgement thereof.
Loft Film may demand (partial) acceptance from the Customer by setting a deadline of one week. The animated video or the respective intermediate step shall be deemed accepted upon expiry of the deadline if the Customer has not declared to Loft Film in writing which deficiencies are to be remedied. The Customer shall prepare a report on any deficiencies and leave it with Loft Film. The risk of transmission lies with the Customer.
(4) In the event of a substantial deficiency, Loft Film is entitled to rectify the deficiency twice within a reasonable period of time. Insignificant deficiencies in the service do not prevent acceptance.
(5) If there is a dispute between the parties as to whether there is a significant or insignificant defect in a work, an expert publicly appointed by a chamber of industry and commerce shall be heard on the matter before legal action is taken. The Customer is obliged to pay in advance the appropriate remuneration of the expert to be called in. Should the expert determine the existence of a significant deficiencies in the work, Loft Film shall reimburse the Customer for the expenses incurred in this respect.
(6) The (partial) service to be accepted by Loft Film is also deemed to have been accepted if, at Loft Film’s request, the Customer fails to accept the respective (partial) service in writing within 7 working days and gives notices significant deficiencies.
(7) The Customer has no further claim, particularly for the reimbursement of necessary expenses to remedy the deficiencies, damages, and reimbursement of futile expenses.
(8) If the defects that lead to the extraordinary termination of the contract do not represent significant defects in the aforementioned sense, the Customer is not entitled to partial recall of the remuneration.
- 4. Conclusion of Contracts
(1) The contract between Loft Film and the Customer may be concluded by telephone, in writing or in text form.
(2) In the case of a verbal contract formation, and if requested, the Customer shall receive an order confirmation from Loft Film. However, this is not grounds for the conclusion of the contract.
- 5. Payments, Prices, Conditions
(1) The prices quoted and communicated by Loft Film are binding. If Loft Film has offered a flat rate for the creation of an animated video, half the prices pertains to the conceptual work and the other half to the production work by Loft Film. Half of the invoiced amount for conceptual work is to be paid in advance by the Customer, subject to an individual agreement. The prices quoted are net plus statutory VAT.
(2) Payment for Loft Film’s services shall be made immediately after the invoice has been issued or by individual agreement. Payment for Loft Film’s services is due upon conclusion of the contract, unless Loft Film’s offer states otherwise. A (SEPA) direct debit authorisation granted to Loft Film shall also apply to further business relationship until revoked.
If SEPA direct debit is agreed, the customer shall grant Loft Film a written SEPA direct debit mandate after conclusion of the contract. Loft Film will provide the customer with a corresponding form on request.
(4) Loft Film will issue the customer a proper invoice showing the sales tax (if necessary by vicarious agents).
(5) In the event that agreed direct debits cannot be withdrawn from the customer’s account and a chargeback occurs, the customer is obliged to transfer the amount owed to Loft Film within three working days of the chargeback and bear the costs caused by the chargeback.
(6) Offsetting with counterclaims shall only be mutually permissible if the respective contracting party has acknowledged the offsetting or if the offsetting has been legally established. The same applies when exercising the right of retention by a contracting party.
(7) If the Customer fails to attend the kick-off agreed with Loft Film upon conclusion of contract without notice or explanation beforehand and if Loft Film is unable to produce the commissioned animated film as a result, the customer shall remain obliged to pay the agreed lump sum for the conception of the animated film.
- 6. Termination, Term, Acceptance Date
(1) The contract shall have the minimum term as agreed individually (by telephone or in writing) between the parties. Termination prior to expiry of the minimum term (in particular pursuant to §§ 621, 627, 648 BGB) is excluded.
(2) Agreed acceptance dates are not fixed dates and are subject to the provision of the necessary cooperation by the customer.
(3) If no fixed acceptance or completion date and no minimum term has been agreed, Loft Film has the right to submit the production to the customer for acceptance within 16 weeks from the contractually agreed “kick-off date”. Termination prior to the expiry of this period is excluded.
(4) Any free termination rights under the law on work or service contracts during the term of the contract are excluded.
(5) Terminations must be made in writing in order to be effective.
(6) The right to extraordinary termination for good cause remains unaffected.
- 7 Default/Extraordinary Termination
(1) Deadlines for the provision of services provided by Loft Film do not begin before Loft Film has received the invoice amount due and, the data necessary for the services, as agreed upon, are fully available to Loft Film or the necessary cooperation activities have been carried out in full.
(2) If the Customer has defaulted on payment, Loft Film reserves the right not to provide further services until the outstanding amount has been settled.
(3) If, in the case of payment in instalments, the Customer has defaulted on at least two payments due to Loft Film, Loft Film is entitled to extraordinary termination of the contract and to discontinue the services. Loft Film will claim the entire remuneration, which is due by the next regular termination date, as compensation.
- 8. Fulfilment
(1) Loft Film will perform the agreed services in accordance with the offer with the necessary care. Loft Film shall be entitled to make unrestricted use of the assistance of third parties for this purpose.
(2) If Loft Film is prevented from providing the agreed services and the reasons for this lie with the Customer, Loft Film’s claim for remuneration remains unaffected.
- 9. Conduct and Consideration
The Customer shall act according to the conduct of an honest businessman when dealing with Loft Film. We reserve the right to prosecute any illegal and/or improper or unfounded statement about our company and our services, be it by customers, competitors or other third parties, in particular untrue statements of fact and defamatory criticism, under civil law and, furthermore, to bring criminal charges without prior notice.
- 10. Third Party Property Rights
(1) The Customer receives all rights of use that have arisen in connection with the realisation of the production, or are acquired or to be acquired by him for this purpose, exclusively, freely transferable to third parties, without restriction in terms of time, space and content.
(2) Paragraph 1 only applies with the reservation that the Customer has paid the remuneration to Loft Film in accordance with the main contract on time and in full.
(3) If payment in instalments has been agreed, the right of use named in paragraph 1 is only transferred to Loft Film once the last instalment has been paid in full, or unless otherwise agreed.
(4) The transfer of the work and performance results to third parties (including affiliated companies) is excluded. The same applies to processing in accordance with Section 23 UrhG.
- 11. Liability
(1) Loft Film shall be liable for damages — irrespective of the legal grounds — solely for intent and gross negligence. In the event of simple negligence, Loft Film shall only be liable for
- a) for damages resulting from injury to life, limb, or health,
- b) for damages resulting from the breach of an essential contractual obligation (obligation, the fulfilment of which enables the proper execution of the contract in the first place and compliance with which the contractual partner regularly relies and may rely on); in this case, however, liability is limited to compensation for the foreseeable, typically occurring damage.
(2) Within the limits set out in paragraph 1, Loft Film is not liable for data and programme losses. The liability for loss of data is limited to the amount of the typical restoration costs that would have been incurred if back-up copies had been made regularly and in accordance with the risk. Liability under the Product Liability Act shall always remain unaffected, as shall liability for the assumption of a guarantee.
- 12. Final Provisions
(1) Deviations from these General Terms and Conditions are only effective if they have been agreed in writing. Individual agreements made with the Customer on a case-by-case basis, including side agreements, additions and changes) always take precedence over these General Terms and Conditions. A written contract or written confirmation from Loft Film is authoritative for the content of such agreements.
(2) The law of the Federal Republic of Germany applies exclusively. The place of performance is the registered office of Loft Film. The exclusive commercial place of jurisdiction is the registered office of Loft Film.
Terms and Conditions as of: 08/03/2021 © Reproduction prohibited