General Terms and Conditions of vrisch multimediaproduction GmbH 2021
1.1 The following General Terms and Conditions (GTC) apply to all contracts concluded with vrisch multimediaproduction GmbH. Business and other conditions of the Customer do not apply unless otherwise agreed.
1.2 Subsidiary agreements deviating from the GTC are only effective if they have been confirmed in writing by vrisch multimediaproduction GmbH. Verbal offers and subsidiary agreements are non-binding.
1.3 A legal binding of vrisch multimediaproduction GmbH only comes into effect through the company confirmation of the offer/order (confirmation by e-mail is permissible) or the signing of the contract
.1.4 The production of the work - regardless of the carrier material, analogue or digital - shall take place on the basis of the concept, script or storyboard approved by the Client or provided by the Client on the terms and conditions set out in writing in the production contract or the accepted offer.
1.5 If the concepts, scripts, plans, layouts, tenders, etc. on which the offer is based are changed after the order has been placed for reasons on the part of the client, the client shall bear all related additional services and other expenses, even if there is no change in volume. In such cases, an hourly rate of € 95 shall be deemed to have been agreed. The amount is value-protected. The consumer price index 2015, which is published monthly by Statistics Austria, or an index replacing it, shall be used as a measure for calculating the stable value. The starting point for this indexation clause is the index figure calculated for the month of March 2017.
1.6 The concepts, treatments, scripts, storyboards, drawings, plans and similar documents developed by vrisch multimediaproduction GmbH or on its behalf remain its intellectual property, unless otherwise agreed. Any use, in particular the passing on, duplication and publication requires the express consent of the producer. Documents supplied by the client may be reclaimed by the client.
2.1 The agreed price includes all production costs, including a digital (broadcast) format suitable for screening, as well as the granting of rights to the Work to the extent provided for in Clauses 7.3 and 7.4. The calculated working time per working day shall not exceed 10 hours.
2.2 Weather-related postponements of filming (weather risk) are not included in the calculated production costs. Additional costs arising from this will be invoiced according to documented expenditure.
2.3 A separate contract may be concluded for the production of a concept, design, treatment or script. The price agreed in this contract shall be paid by the Client even if he does not have these works filmed or otherwise realised, or withdraws from the contract. If a script or a pre-existing work is made available by the client or his authorised representative, a complete transfer of rights to the producer shall be made and a separate agreement shall be concluded on this.
2.4 If the Client requires the conclusion of a specific insurance policy, he must inform vrisch multimediaproduction GmbH of this at the latest when the contract is concluded and reimburse the costs for this.
2.5 The Customer shall bear the costs for technical advice arranged by him.
3 PRODUCTION, MODIFICATION, ACCEPTANCE, FOREIGN LANGUAGE VERSIONS
3.1 Preliminary work, filming and similar work shall commence at the earliest after the production contract has been signed. Deadlines and dates are always estimated times. A deadline shall commence in each case with the dispatch of the corresponding order confirmation, but no earlier than the complete clarification of all order conditions and technical details as well as the provision of the source materials, documents, necessary individual instructions and any necessary permits to be procured by the Client. Subsequent changes requested by the Client shall extend any agreed deadline accordingly.
3.2 The artistic and technical design of the work is the responsibility of vrisch multimediaproduction GmbH. vrisch multimediaproduction GmbH shall inform the client or his authorised representative about the location and intended procedures of the preliminary work, recordings and post-processing.
3.3 vrisch multimediaproduction GmbH is entitled to engage subcontractors and sub-subcontractors for the execution of orders.
3.4 Acceptance by the Client or his authorised representative means approval of the artistic and technical quality.
3.5 If the Client requests changes to the temporal dispositions, the concept, the script or the parts of the work already produced prior to acceptance of the work, these changes shall be at the Client's expense, unless they relate to the assertion of justified notices of defects. vrisch multimediaproduction GmbH shall inform the Client or his authorised representative immediately of the anticipated costs of these changes. If the production costs are reduced as a result, the amount saved thereby shall benefit vrisch multimediaproduction GmbH.
3.6 After completion of the post-production (editing, motion design, graphics, grading, VFX, sound design), the Client and the Producer shall agree on a date for acceptance. At this acceptance meeting, the client has one opportunity to express defects or requests for improvement. The producer undertakes to eliminate the defects complained of and to fulfil the client's improvement and change requests once to the best of his knowledge and belief and as far as within his possibilities and in accordance with the agreed concept / script. Should the client make further requests for changes beyond the acceptance date and the one-off improvement, these will be charged by the producer according to additional expenditure.
3.7 If the client has requests for changes after acceptance of the work, he must notify vrisch multimediaproduction GmbH of the desired changes in writing. vrisch multimediaproduction GmbH alone is entitled to make changes. Such changes are at the expense of the customer.
3.8 If foreign language versions of the work are to be produced by dubbing, packshot or title change, a corresponding agreement is to be made.
4.1 vrisch multimediaproduction GmbH undertakes to deliver a flawless digital production in accordance with current technical standards.
4.2 If a circumstance occurs during the production of the work which makes the contractual production impossible, vrisch multimediaproduction GmbH is only liable for intent and gross negligence. Under no circumstances is vrisch multimediaproduction GmbH liable for loss of profit. The impossibility of production or failure to complete the work on time, for which neither vrisch multimedia GmbH nor the client is responsible, only entitles the client to withdraw from the contract. However, the services rendered to date and profit shares shall be offset.
4.3 Material defects recognised by vrisch multimediaproduction GmbH shall be corrected by it. If these corrections cannot be carried out without the cooperation of the customer or his expert advisor, vrisch multimediaproduction GmbH can consider the contract to have been fulfilled after the fruitless expiry of a period of at least two weeks set for the performance of the corresponding action. vrisch multimediaproduction GmbH is entitled to refuse to correct the defects until the payments due at the time of correction have been made.
4.4 Insofar as the client provides props, he assumes full liability for any damage caused thereby, e.g. due to dangerous or unsuitable properties of the same, and shall indemnify and hold vrisch multimediaproduction GmbH harmless in this respect. vrischmultimediaproduction GmbH is only responsible for damages incurred in case of intent or gross negligence.
4.5 The client is liable for all contents, materials, plans, actors, including the title and any subtitles etc. which he provides to vrisch multimediaproduction GmbH for the creation of a work or the use of which he requests within the scope of the production. The client is aware that such uses may infringe the rights of others, in particular copyrights, ancillary copyrights or personal rights. The client shall assume full compensation for such content and shall indemnify and hold vrisch multimediaproduction GmbH harmless in this respect. The client further assures that claims for participation of third parties, in particular of contributors, do not oppose the production of the work. Unless otherwise agreed, the Client is exclusively liable for the settlement and payment of such participation claims. Any use of such rights shall be exclusively at the expense of the Client and the Client shall be responsible in particular for the clarification of rights with the respective collecting societies.
5 WITHDRAWAL FROM THE CONTRACT BY THE CLIENT
5.1 If the production order has been placed and the Client withdraws from the order before the start of production through no fault of vrisch multimediaproduction GmbH, the latter is entitled to invoice half of the calculated and agreed total sum.
5.2 If the Client withdraws from the order between 10 and 4 days before the start of production, vrisch multimediaproduction GmbH is entitled to invoice 2/3 of the calculated and agreed total sum.
5.3 If the Client cancels the order between the 3rd and the 1st day before the scheduled start of production, the calculated and agreed total sum shall be invoiced.
6 TERMS OF PAYMENT
Unless otherwise agreed, the following terms of payment shall apply:
- 50% of the total production price when the order is placed
- 50% on acceptance
Payment shall be made by the client without deduction within 14 days of receipt of the invoice. If the client is in default of payment, he shall pay interest on arrears in the amount of 10%/year. Decisive for the timely receipt of payment is the credit entry on the account of vrisch multimediaproduction GmbH. The work and the rights associated with it remain the property of vrisch multimediaproduction GmbH until payment has been made in full.
7.1 The work is produced on the basis of the concept or script accepted by the Client and vrisch multimediaproduction GmbH. vrisch multimediaproduction GmbH holds (in any case but not only pursuant to Section 38/1 UrhG) all necessary copyright exploitation rights (except if they are held by a collecting society), in particular the reproduction, distribution, broadcasting, performance and ancillary copyrights necessary for the performance of the contract, which shall be administered by it even after completion of the work.
7.2 It shall be agreed in the production contract which rights of use to the finished work shall be granted to the Client after full payment of the production costs and to what extent (spatially, temporally). All rights shall remain with vrisch multimediaproduction GmbH until the agreed production costs have been paid in full.
7.3 Unless otherwise agreed in the production contract, in the case of film productions these are the broadcasting/performance rights for the territory of the Republic of Austria ORF, TV, cable companies and/or cinema for the duration of one year from completion/first use. The agreement and settlement of the costs for an extension or expansion of the broadcasting/performance rights (settlement of the copyrights and ancillary copyrights, in particular for the area of actors, speakers, music, archive materials) shall be made within the framework of the production contract. This shall also apply to broadcasting via satellite beyond the country of broadcasting, insofar as rights of the producer or copyrights and ancillary copyrights, in particular for the area of performers, speakers, music, archive materials, are affected thereby. Otherwise, a separate agreement shall be concluded.
7.4 Unless otherwise agreed in the production contract, in the case of productions for the internet/apps (application software) or for similar platforms these are the rights to make the work available to the public by wire or wirelessly in such a way that members of the public have access to the work from places and at times of their choice, including the associated right of reproduction on data carriers, servers etc. for the intended purpose. In the case of apps, this also refers to the right to offer these apps to the public via online services and the associated authorisation to grant the necessary right of reproduction to the acquirers. The agreement and settlement of the costs for any use or modification going beyond this (settlement of the copyrights and ancillary copyrights in particular for the area of editing also for the purpose of extending or supplementing the possibilities of use for existing or further operating systems, uses for other forms of publication such as broadcasting, performance, screening, etc.) shall be made within the framework of the production contract. Otherwise, a separate agreement shall be concluded.
7.5 Excluded from the granting of rights are in any case the rights to reproduction, editing, modification, supplementation, foreign language dubbing and the use of excerpts in picture and/or sound, unless they are expressly agreed by contract and separately compensated. Separate agreements shall be made for the assignment and compensation of these rights of use. In the event of unauthorised interference with these rights, the client is obliged to pay vrisch multimediaproduction GmbH at least the lost profit that vrisch multimediaproduction GmbH would have achieved if it had been commissioned with this production. This does not affect the claim for damages.
7.6 The Client is obliged to notify vrisch multimediaproduction GmbH immediately of any use of the work outside the countries and time periods specified in the production contract.
7.7 The Client gives his express consent for the legally required notifications to the relevant collecting society to be made by the Producer.
7.8 In order to secure the exploitation rights under copyright law, the source and raw material (image and sound), in particular drafts, sketches, 3D models, negatives, master tapes and also the remaining material, such as project data, shall remain with vrisch multimediaproduction GmbH. The client acknowledges and agrees that vrisch multimediaproduction GmbH is not obliged to retain any such material. Therefore, if storage or handover is expressly desired on the part of the customer, a separate agreement and compensation for this is to be agreed.
7.9 vrisch multimediaproduction GmbH undertakes to store the completed and accepted master material (image and sound) of the delivered work professionally against reimbursement of costs. The storage period for finished spots or other productions (commissioned production) is two years. Before the expiry of the respective period, the client or his authorised representative shall request in writing the duration of any further storage. When calculating the cost compensation, the actual expense of proper storage (e.g. regular recopying in the case of digital formats) shall be taken into account. After expiry of the storage period and settlement of all production costs, the Client shall be responsible for storage.
7.10 By placing an order, the client grants vrisch multimediaproduction GmbH the right to make copies of the materials processed by vrisch multimediaproduction GmbH and to use them after publication for its own advertising, presentation and training purposes. This also includes the right to publish the edited shots on a so-called showreel and to create a "making of" of the material and the VFX and to present this publicly on the showreel to potential customers and for training purposes, i.e. in any case to show it, send it, distribute it on sound, image or data carriers and make it publicly accessible by wire or wireless. vrisch multimediaproduction GmbH is therefore entitled to use the work (in whole or in part, unedited or edited, including the original music or sound). This also applies to publications on the Internet, on the website of vrisch multimediaproduction GmbH or other corresponding analogue or digital platforms (so-called new forms of exploitation; e.g. for use on handheld computers, mobile telephones). The VFX Artists involved shall also be entitled to this right with regard to the effect shots edited/created by them in each case.
8 OTHER PROVISIONS
8.1 vrisch multimediaproduction GmbH is entitled to display company names and its logo as a copyright notice.
8.2 If several clients place an order with vrisch multimediaproduction GmbH for a work, it shall be stipulated in writing prior to the start of shooting which client is to make declarations to vrisch multimediaproduction GmbH in the sense of the preceding points on behalf of the other clients. This applies in particular to the naming of the person responsible for the acceptance of the final version of the work.
8.3 If several co-producers are contractual partners of the Principal, the provisions of clause 8.2 shall apply mutatis mutandis.
8.4 Amendments to the production contract or/and these terms and conditions of manufacture require written confirmation. Should a provision of the production contract render a point of these terms and conditions of manufacture and delivery ineffective, this shall not affect the validity of the remaining provisions. The parties are obliged to replace an invalid or unenforceable provision by a valid or enforceable provision which realises the economic or artistic purpose of the invalid or unenforceable provision as far as possible.
8.5 The place of performance for all obligations and the place of jurisdiction for all disputes arising from this offer shall be Vienna. This court shall apply Austrian law.