The MOODLAW GmbH & Co. KG, UID: DE344458120 with legal domicile in Maybachstr. 37, 51381 Leverkusen - Germany, (hereinafter referred to as: MOODLAW) provides its services only on the basis of the following General Terms and Conditions (GTC).
These GTC are an integral part of all offers and contracts in written as well as electronic form, unless explicitly regulated otherwise in the contract and acknowledged by MOODLAW in written form.
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Art. 1 Type of contract & terminology
The following GTC shall be understood as a contract for work and services between MOODLAW (contractor) and the customer (client). The work(s) shall be the audiovisual files (hereinafter abbreviated to: the film) assured to the customer by means of an offer issued by MOODLAW.
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‍Art. 2 Protection of concepts and ideas
If MOODLAW prepares a concept for the potential customer prior to the conclusion of the contract, the following provision shall apply:
2.1 By creating the concept, MOODLAW and the potential customer enter into a contractual relationship ("pitching contract"). This contract is also based on the GTC.
2.2 The potential customer acknowledges that MOODLAW already provides a cost-intensive preliminary service through the creation of a concept, although he does not yet assume any obligation to perform himself.
2.3 The concept, including its texts and graphics, which reach the level of a work, is subject to copyright protection and is the intellectual property of MOODLAW. Use on the part of the potential customer is not permitted without the express written consent of MOODLAW. All parts of the concept that do not reach work height do not enjoy protection under copyright law. Nevertheless, they can be seen as the origin of everything that will be created later. Those elements that are peculiar and give the concept a characteristic character are therefore protected. In particular, advertising slogans, advertising texts, graphics and illustrations, advertising materials, etc. are considered elements in the sense of this agreement, even if they do not reach the level of a work.
2.4 The potential customer undertakes to refrain from commercially exploiting or having exploited or using or having used these creative advertising ideas presented by MOODLAW as part of the concept outside the corrective of a main agreement to be concluded at a later date.
2.5 The customer may use MOODLAW's idea by making a reasonable compensation payment accepted by MOODLAW plus statutory sales tax.3.1 MOODLAW shall provide the customer with a non-binding offer adapted to the customer's requirements. Unless otherwise stated on the offer, the offer shall remain valid for 30 days from its preparation.
3.2 If the customer signs the offer, the order shall be deemed awarded and the contract for work and services shall be deemed concluded and binding. The present GTC shall apply.
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‍Art. 4 Services of MOODLAW
4.1 Unless expressly stated otherwise, MOODLAW's scope of services includes the complete production, from pre-production (conception, organization of graphics, coordination of staff) to production (the manufacturing process of the work) to post-production (editing, sound, incorporation of feedback), of the films defined in the offer.
4.2 MOODLAW reserves the right to use additional staff and external service providers for the production of the works. In doing so, MOODLAW shall endeavor to select professionally competent employees and service providers.
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‍Art. 5 Workflow: Design / Calculation / Production / Corrections / Acceptance
5.1 In advance, MOODLAW shall prepare concepts, storyboards or scripts that must be accepted by the customer and confirmed prior to production. These will be implemented by MOODLAW as they are. Major change requests after acceptance of this concept are only possible by both parties after approval by the other party.
5.2 The cost estimate can only be carried out in detail by MOODLAW as soon as the concepts, storyboards or scripts mentioned in article 5.1 have been determined. Until then, MOODLAW reserves the right to adjust the quoted price in consultation with the customer. If the customer's requirements of MOODLAW change during or even after the production, an additional written agreement on the additional work and the corresponding fee must be reached between the parties.
5.3 In principle, two (2) correction loops are included in the quoted price for each production per work if they do not exceed 2% of the net order value. If the customer requests additional corrections, these shall be charged specifically at a price to be agreed separately between MOODLAW and the customer. These requests for corrections and changes must be made in bundled form in writing.
5.4 Acceptance shall be carried out individually by the customer for each work. If the works are published, or if the entire amount of the offer is paid, they shall be deemed to have been accepted.
5.5 Claims for defects shall expire 3 months after acceptance.Art. 6 Terms of payment
6.1 Unless otherwise agreed, payment in full by the customer shall be made within 30 days of invoicing by MOODLAW.
6.2 If the total amount is divided into several parts, this shall be noted on the quotation and each part shall have its own invoice.
6.3 If the payment deadline is exceeded, weekly interest on arrears will be charged at a rate of 3% above the prime rate of the net invoice value. 30 days after the payment deadline, the weekly default interest shall be increased to 5% above the base interest rate of the net invoice value. All costs incurred for reminders, including legal fees, shall be borne by the customer.
6.4 Unless a fixed price agreement has been made, MOODLAW reserves the right to make reasonable price changes due to changes in wage, material and distribution costs that occur later than 3 months after conclusion of the contract.
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Art. 7 Retention of title & transfer of rights
7.1 MOODLAW guarantees to the customer that it may in principle freely dispose of all rights assigned to the customer in the course of the order.
7.2 MOODLAW retains title and rights of use to the works until payment in full (the moment payment is received in MOODLAW's account) by the customer. At the moment of full payment, the agreed rights to use the works are assigned to the customer.
7.3 The customer is prohibited from forwarding the work to third parties before full payment has been made. If MOODLAW becomes aware that the work has been published prior to full payment, MOODLAW has the right to have the work taken offline. Furthermore, in such a case, MOODLAW has the right to claim damages from the customer - for this, in addition to the agreed offer price, appropriate interest on arrears (cf. Art. 6.3) will be charged from the moment of publication.
7.4 All recordings created in the course of production (the raw material) are the property of MOODLAW. The customer does not obtain any rights to the raw material as a result of the order. If the customer wants rights to the raw material, then he must acquire them from MOODLAW separately from the order at an agreed fee.
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Art. 8 Copyright / right of use
8.1 The objects of the order, our works, are subject to the Copyright Act, which protects intellectual property, as well as the production process of these works. It is not possible to transfer the copyrights. These include concepts, calculations, drawings, scripts, programs, graphics, animations, voiceovers.8.2 Upon payment in full, MOODLAW shall grant the customer rights of use. The local and temporal limitation of these rights of use is noted on the respective offer. The customer shall provide MOODLAW with a complete list of all places of publication and shall declare in which context the photographic material will be published. The use and reproduction of the works is not permitted without the consent of MOODLAW. Processing and or modification of the works by third parties is not permitted without the consent of MOODLAW.
8.3 If, in the course of the exploitation of a work, further, non-agreed rights of use become necessary, these must be acquired separately by the customer.
8.4 MOODLAW reserves the right to use the work or excerpts thereof for its own advertising purposes.
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‍Art. 9 Exclusions of liability
9.1 MOODLAW assumes that the materials provided by the customer, as well as the concepts, storyboards and scripts, have been carefully checked by the customer for correctness of content prior to acceptance. Therefore, MOODLAW assumes no liability for the content.
9.2 Furthermore, MOODLAW shall not be liable for the services or the service creation process of third parties that MOODLAW commissions as part of the production process.
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Art. 10 Materials provided
10.1 MOODLAW undertakes to keep all recordings made as part of the production (the raw material) for at least one (1) year after completion of the production. After this period, MOODLAW is entitled to delete the raw materials, provided that no further order for storage has been placed by the customer. The fee for data storage for all further years amounts to 250 euros plus statutory VAT per year.
10.2 MOODLAW expressly points out that the rights of use for any purchased materials, so-called stock footage, only apply for one-time use, i.e. per work.‍Art. 11 Cancellation / withdrawal from the contract
11.1 In the event of a cancellation of the contract by the customer, the customer agrees to reimburse MOODLAW for all costs incurred by the order up to the moment of cancellation, provided that the cancellation occurs up to 2 days before the shoot. If the cancellation occurs on the day before the shoot or later, then the customer agrees to pay the full offer price.
11.2 If MOODLAW withdraws from the contract, it undertakes to reimburse the customer in full for any deposits made. The contract shall then be deemed to be dissolved. No further claim for damages may be asserted against MOODLAW.
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‍Art. 12 Place of jurisdiction & choice of law
The place of jurisdiction is Cologne. German law shall apply.
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Art. 13 Written form
The parties declare that there are no verbal side agreements. Any amendments must be in writing and signed by both parties.
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Art. 14 Severability clause
Should individual provisions of this contract be invalid or unenforceable or become invalid or unenforceable after conclusion of the contract, the validity of the rest of the contract shall remain unaffected. 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 invalid or unenforceable provision. The above provisions shall apply mutatis mutandis in the event that the contract proves to be incomplete.