Terms and Conditions – Minke and Godor
1. General
1.1. The following conditions apply to all contractual relationships between the client and Minke and Godor (hereinafter “Minke & Godor”, “we”, “us”). Changes and additions to these general terms and conditions must be made in writing.
1.2. If provisions of these general terms and conditions should be or become ineffective, the remaining provisions remain effective. Instead of the ineffective provision, the effective provision that comes as close as possible to the economic purpose pursued with the ineffective provision applies.
2. Placing an order
2.1. Unless expressly agreed otherwise, orders must be placed in writing.
2.2. The order confirmation of a client is considered a binding acceptance of the order content mentioned in the confirmation.
2.3. Our offers are subject to change unless expressly referred to the binding nature of an offer.
2.4. Orders from agencies are only accepted for clients named by name. The advertisement for products or services of a customer other than the one specified in the booking requires our written consent.
2.5. An agency may only transfer a service booked for a named client to a third party with our express written consent.
2.6. When placing the order, an agency to secure Minke & Godor’s remuneration claims transfers the payment claims against the agency’s client from the underlying contract to the contractor as a precaution. We hereby accept the assignment and are entitled to collect the assigned claim if the agency has not paid the secured claim within 4 weeks of the due date.
3. Delivery period
3.1. The time of delivery of the sample copy is determined between us and the client before the start of production. We also inform the client about the timing of the manufacturing work.
3.2 If we recognize that the schedule cannot be met, we will inform the client immediately of the reason and the expected duration of the delay.
3.3 If there are delays due to requests for changes by the client or for other reasons for which the client is responsible (e.g. failure to provide cooperation services in good time, delays by third parties attributable to the client, etc.), the completion date may be exceeded by at least the amount of time, by which the production time was delayed or interrupted. The prerequisite for this is that completion is possible within this time based on a reasonable economic scale. If the production process is delayed by circumstances in the customer’s area of responsibility by more than 3 months, we are entitled to withdraw from the contract. The client has to bear any expenses incurred until then.
3.4 If the schedule is exceeded for reasons that we cannot influence despite the necessary care (e.g. strike, lockout, official orders, general disruptions in telecommunications, etc.), the time of acceptance will be postponed accordingly.
3.5 If we do not meet the deadline, the client is obliged to set us a reasonable grace period within which we have to deliver the sample copy. In addition, the statutory provisions apply to liability.
4. Cost
4.1. The contractually agreed price includes all manufacturing costs including the master copy. In addition, the price includes the usage rights as set out in section 8.1. be included.
4.2. If the customer withdraws from the agreed contract through no fault of our own, he will bear all costs incurred up to the point of withdrawal.
4.3. If the client expresses requests for changes that entail additional costs, we must and will expressly state these costs. If we fail to do this, we will only invoice the client for 75% of the additional manufacturing costs incurred.
4.4. The selection of actors, speakers and other contributors is made in consultation with the client. If the client requests the use of certain actors or speakers or other contributors, he will bear any additional costs that may arise from fee claims that are higher than the fee we usually pay.
4.5. If a change in the film comes about through a proposal from us, which leads to additional costs, the client must explicitly approve these changes and additional costs.
4.6. Additional shooting time that is not due to our fault (e.g. due to weather and natural delays) will be charged. These additional costs must be shown separately by us.
4.7. If a shooting date is postponed by the client later than fourteen days before the agreed date, we are entitled to reimbursement of the additional costs resulting from this postponement.
4.8. If a separate agreement is concluded for a concept, script, storyboard, etc., the price agreed for this will apply regardless of whether a filming takes place or not. The filming and exploitation of a concept, script or storyboard created by us by the client himself or by third parties is only permitted with our express written consent and with an agreement on financial compensation for the transfer of the rights of use.
5. Prices and terms of payment
5.1 All prices quoted are exclusive of VAT at the applicable statutory sales tax rate.
5.2 If there is no fixed price agreement, we will charge an appropriate amount of costs that could not have been foreseen at the time the contract was concluded.
5.3 The film production costs are paid net. Unless otherwise agreed, the following payment rules apply:
30% when placing the order, 30% at the start of filming and 40% at acceptance of the master.
5.4 Insofar as preliminary costs such as travel, casting and motif search are listed in the price calculation, these are due in full when the order is placed.
5.5. If a reserve included in the total price was not or only partially needed by us for the production, then this, or the remaining amount, will be credited to the last (third) payment and offset against this.
5.6. If the client is in arrears with the payment or a deferral has been expressly agreed, the client must assume interest at the amount charged to us by the house bank, but at least 4% above the respective discount rate of the Germans Bundesbank.
5.7. No reminder is due from our side to determine the delay.
6. Liability
6.1. We are liable to the customer for all intentional or grossly negligent damage.
6.2. A liability claim for defects must be registered within two weeks of handing over the master copy at the latest. The content is not a defect.
6.3. If a defect caused by the contractor is found, there is no claim for damages, unless we maliciously concealed a defect or caused the defect through negligent behavior.
7. Film production
7.1. The film is created by us on the basis of a concept / script provided by the client or an adapted standardized script or an agreement or an individually developed concept / script developed with the client. After accepting a written order or after a pre-production meeting confirmed in writing, the production of the film begins.
7.2. The film is produced in a quality that we can demonstrate using sample roles (show reels, work samples on website, etc.).
7.3. The sole responsibility for the technical and content design of the film lies with us. The client is responsible for the factual accuracy of the film content and the legal admissibility.
7.4. Requests for changes that the client asserts after placing the order but before the start of production must be taken into account by us. The client must be informed of any price changes resulting from these changes. We are entitled to reject any change requests that change the agreements made so far that we cannot accept responsibility for them. In this case we have a separate right of termination and the costs incurred up to that point are to be borne by the client.
7.5. If the customer requests changes after the start of production, these can only be made with the consent of us and with an agreement on the resulting costs.
7.6. If the client wishes to use their own production material (e.g. use of their own text, images, clips, etc.), they undertake to make it available in a customary and usable format. The material must be handed over within a reasonable period of time before the start of the agreed shooting date. If the material provided has to be adapted by us at great expense, the customer bears the costs incurred.
7.7. The client assures that he has the rights necessary for further processing for the production material he has provided and transfers them to us.
7.8. We are liable in the event of loss or damage of material provided, but only in the context of a replacement delivery of the lost or damaged raw material. We assume no liability for the loss of data and programs on this material, since it is the responsibility of the client to carry out data backups.
7.9. If the client requests the use of a certain music title, he guarantees that it is exclusively GEMA-free material or that he has all rights to the GEMA-required material.
7.10. If there are operational disruptions due to recordings that the client has caused in external companies, we assume no liability for this.
7.11. Until the film is accepted, we have the risk of loss, damage or defects caused by gross negligence.
8. Rights
8.1. We assure that we have all the necessary copyright usage and exploitation rights for all written agreements / concepts / screenplays, in particular the reproduction, distribution, broadcasting, performance and ancillary rights necessary for the fulfillment of the contract, even after the film has been completed managed by us.
8.2. We retain ownership of all raw materials and intermediate products resulting from the film production, as well as written agreements, concepts and scripts.
8.3. The client receives the exclusive rights of use according to the agreed scope of time and space. The client is entitled to make any number of copies of the film produced for his own purposes. The rights of use are only transferred to the client after full payment of the agreed manufacturing costs.
8.4. We receive from the client the right in terms of time and space to use the film content free of charge for their own immediate needs (e.g. for presentations to customers, at trade fairs and company events or for our own advertising offer) (subject to expressly different agreements). However, this only applies when the contractor has the film for his own use.
8.5. The client is obliged to have all processing or changes approved by us carried out by us. Unless this is unreasonable for economic, advertising or technical reasons.
8.6. The transfer of rights takes place upon delivery of the sample copy to the client and payment of the manufacturing costs. Until full payment has been made, the client is only permitted to use the services we provide. We can revoke the use of such services, the payment of which the client is in default, for the duration of the default.
9. Acceptance
9.1. We will make the film available to the client as a download immediately after completion. Unless otherwise agreed, the client must confirm the acceptance of the film in writing within 10 days. If the written consent is not given, the film is considered accepted.
9.2. The client is obliged to accept the film if the film corresponds to the agreed arrangement or the concept / screenplay and the current or agreed quality standard. Even if the film deviates from the agreements made or the concept / screenplay, but these deviations have been incorporated at the request of the client or were necessary for technical, financial, logistical or other reasons, the client is obliged to accept the film. Returns of taste are fundamentally excluded.
9.3. Complaints must be made in writing within 10 days of delivery of the film. Later complaints will not be considered.
12/2019