Unless otherwise agreed in writing, the following general terms and conditions apply to all our deliveries and services. Any terms and conditions of the purchaser deviating from our delivery and payment conditions shall not be valid unless we have expressly agreed to their validity in writing.
1. Applicability of General Terms and Conditions
1.1. The following general terms and conditions apply to all contracts between Nikolai Sperling (sole proprietorship), hereinafter referred to as "Grizzmount," and our customers who purchase our products and/or use our services.
General terms and conditions of the customer do not become part of the contract unless expressly agreed to by Grizzmount (sole proprietorship).
1.2. The contract with the customer is concluded:
• by signing the completed contract document with a description of services by each contracting party, or
• by a written order confirmation from Grizzmount (sole proprietorship).
2. Object of the Contract
2.1. Services and Description of Services
The type and scope of the services to be provided by Grizzmount (sole proprietorship) result from:
• the description of services developed in cooperation with the customer or specified by the customer;
• the offer prepared by Grizzmount (sole proprietorship) and mutually agreed upon as the basis of the contract, or the order confirmation, including any subsequent amendments.
2.2. Subsequent Change Requests
Grizzmount (sole proprietorship) is not obligated to consider the customer's change requests regarding:
• the agreed services,
• the scope and/or structure of the work to be created, or
• other features of the service to be provided,
insofar as they constitute a deviation from the original subject matter of the contract. Grizzmount (sole proprietorship) is free to execute the requested changes for an appropriate additional fee. The basis for the additional fee is the necessary additional time and personnel expenditure. A reduction in the scope of services is also considered a change in this sense. In the case of an agreed lump sum fee, a reduction is only permissible with the consent of Grizzmount (sole proprietorship).
2.3. Production Termination after Order Confirmation
In the event of a production termination at the customer's request after order confirmation, Grizzmount (sole proprietorship) shall be reimbursed for the costs and expenses actually incurred up to the termination, as well as expenses for legally non-disposable obligations.
Additionally, Grizzmount (sole proprietorship) shall receive the following percentage of the calculated order value in the event of:
• Termination after order confirmation up to and including 10 days before the start of shooting/production: 60%
• Termination after order confirmation up to and including 5 days before the start of shooting/production: 80%
• Termination later than 2 days before the start of shooting/production: 100%
3. Deadlines
If deadlines for the provision of contractual services by Grizzmount (sole proprietorship) are specified, they are binding only if expressly agreed upon. Binding deadlines for the provision of services may only be promised by the project manager on the part of Grizzmount (sole proprietorship).
4. Remuneration
4.1. The remuneration for Grizzmount (sole proprietorship) is agreed on a project-specific basis. Project-related expenses are generally remunerated separately.
4.2. If a lump sum fee has been agreed upon, it applies to the scope of services described in the order confirmation; otherwise, all services provided up to the respective invoicing are billed.
4.3. Grizzmount (sole proprietorship) may issue invoices based on work progress and is entitled to request interim payments for services yet to be provided.
Invoices are to be paid immediately upon receipt by the customer, but no later than within 2 weeks. After this period, default occurs without a reminder, with the corresponding consequences (obligation to compensate for default damages).
5. Obligations to Cooperate
5.1. The contracting parties each appoint project managers who collaborate constructively and lead the project to successful completion. Any change in project management will be promptly communicated to the contracting party.
5.2. The customer is obligated to cooperate constructively in the provision of services by Grizzmount (sole proprietorship). The obligation to cooperate includes, in particular, the timely (if necessary, before the start of the order) provision of the required information about:
• desired technical standards,
• the further use of the contractual service.
5.3. All documents and materials that the contracting parties provide to each other for the performance of the contract must be treated confidentially and carefully, may only be duplicated for contract-related purposes, and may not be made accessible to third parties. They are to be returned to the contracting party, including any copies made, as soon as they are no longer needed for the provision of services.
6. Usage Rights
6.1. The customer generally receives from Grizzmount (sole proprietorship) simple, non-exclusive usage rights to all contractual services in the delivered form (i.e., not to draft material, individual components, data carriers, etc.) upon full payment of the remuneration.
Editing or use beyond the contractual purpose is not permitted. Copyright notices attached to delivered media may not be removed or altered.
6.2. Additional usage rights are individually agreed upon with the customer and are generally subject to additional remuneration.
6.3. Grizzmount (sole proprietorship) is entitled to:
• name the customer as a reference in an appropriate manner;
• archive work results and make them accessible for unlimited time for self-promotion purposes, for example, on its own website;
• participate in national and international competitions with the contractual services provided to the customer.
7. Acceptance
Acceptance takes place after the completion of the agreed services, usually after a presentation at a joint acceptance meeting proposed by Grizzmount (sole proprietorship). Partial services are to be accepted upon request by Grizzmount (sole proprietorship).
8. Liability
8.1. For damages resulting from defects in title and the absence of guaranteed characteristics, as well as in cases of intent and gross negligence, Grizzmount (sole proprietorship) shall be liable without limitation. Guaranteed characteristics exist only if expressly designated as such.
For slight negligence, Grizzmount (sole proprietorship) shall only be liable if a duty is breached, the observance of which is of particular importance for the achievement of the purpose of the contract (cardinal duty). Liability under the Product Liability Act remains unaffected (§ 14 ProdHG).
8.2. Grizzmount (sole proprietorship) shall not be liable for the loss of transferred data and/or programs to the extent that the damage is due to the customer's failure to perform timely, continuous, and functional data backups, thereby ensuring that lost data can be restored with reasonable effort.
Liability for data loss is limited to the typical effort required for restoration, which would have occurred with proper data backup as described above by the customer.
8.3. The above provisions also apply in favor of the employees and agents of Grizzmount (sole proprietorship).
9. Subcontractors
Grizzmount (sole proprietorship) may assign the performance of services in whole or in part to subcontractors (directors, cameramen, actors, screenwriters, graphic designers, motion designers, etc.). Grizzmount (sole proprietorship) will make a careful selection based on reliability and expertise. Grizzmount (sole proprietorship) is liable for the subcontractor as if for its own agent.
10. Intellectual Property Infringements
The customer indemnifies Grizzmount (sole proprietorship) from all claims by third parties arising from intellectual property infringements (patents, licenses, and other intellectual property rights) asserted in connection with the provision of services, provided that Grizzmount (sole proprietorship) is not responsible for them. Grizzmount (sole proprietorship) shall promptly inform the customer of any claims asserted by third parties.
11. Archiving of Original Data and Project Data
11.1. Grizzmount (sole proprietorship) undertakes to archive the original material for 1 year after the completion of the project.
11.2. After the storage period has expired, the archiving of the data can be extended for a fee of 100 euros net/TB per year.
12. Information on the Processing of Personal Data
In connection with the above production, Grizzmount (sole proprietorship) informs the customer that:
• their personal data will be processed for the purpose of order processing in accordance with the General Data Protection Regulation (GDPR);
• deletion of this data will be carried out after all legally prescribed periods have expired;
• they have rights regarding this data, including the right to information, correction, deletion, restriction of processing, and the right to lodge a complaint under Articles 16 ff. DSGVO.
13. Final Provisions
All changes and additions to contractual agreements must be made in writing. Should individual provisions of these terms and conditions and/or the contract/contracts be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected thereby.
In this case, the contracting parties shall replace the ineffective provision with an effective provision that comes as close as possible to the economic purpose of the ineffective provision. The same applies to any points not regulated.
German law shall apply exclusively, excluding the principles of international private law and the UN Convention on Contracts for the International Sale of Goods.
The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the registered office of Grizzmount (sole proprietorship).