1.1. All deliveries and services of Defbeat Media / Defbeat Records, Röhricht / Kalirad GbR, Körnerstrasse 1a, 33602 Bielefeld (hereinafter referred to as „Agency“) on the basis of these General Terms and Conditions (hereinafter referred to as „Terms“) are part of all contractual relationships and thus related legal transactions between the Agency and its contractors (hereafter referred to as „contracting entities“). The terms and conditions apply as a framework contract / conditions between the client and the agency at each conclusion of individual orders and / or standing orders with the client, even if they are not explicitly agreed again. They are recognized by the client with the first contract as legally binding, unless another regulation is expressly agreed in writing or in electronic form (§ 126a BGB),.
1.2. If the agency is itself the client for a subcontractor according to the nature of the respective contractual relationship or if the agency commissions a service, provided by a third party, to fulfill the agency’s performance obligation to its client, the contractual relationship with the subcontractor (hereinafter referred to as „service provider“) is also within the scope of these terms and conditions.
1.3. The agency contradicts all terms and conditions of the contracting entities and of all service providers, as far as these are contrary to the terms and conditions of the agency. In this case, the parts of the conditions of the contracting entities and/or service provider, which do not contradict these terms and conditions, shall apply without restriction to these terms and conditions. The contradictory parts are subject to the terms and conditions stated here. In case of ineffectiveness the legal regulations apply.
1.4. Deviations from these terms and conditions are only effective if the agency confirms them in writing or in electronic form (§ 126a BGB). This applies in particular to verbal, telephone, fax or telegraphic agreements, guarantees or earlier agreements of all kinds.
1.5. These terms and conditions are written in German. The translation into other languages could result in deviations in content, or individual formulations could lead to deviations in their meaning, construction or interpretation. In case of doubt, therefore, the German version is always decisive.
2.1. The general contents, procedures and provisions of project-specific contracts are regulated between the agency and the client by a project-specific briefing. The briefing includes a general description of services.
2.2. Based on the briefing, the agency can offer the client the implementation of orders by submitting a written offer. The order offer includes a service description. The client can accept the order offer by a written order confirmation. From the time of receipt of the acceptance, the commission for the described scope of services is legally binding and the order has been placed. An oral or telephone commissioning of the agency by the client is possible at any time. The agency will then confirm the agreement briefly in a message. (in writing eg by e-mail, SMS, WhatsApp, Facebook, messenger services, by letter and / or by fax) This confirmation is valid according to the rules of the commercial letter of confirmation as confirmation of the conclusion of the contract, which the client has to hold against him unless it contradicts immediately.
2.3. Each offer of the agency is binding for 10 days from the date of issue of the offer. If the order confirmation by the client does not take place within this period, the contract will only be legally binding if the agency agrees to the contract.
2.4. Cost estimates of the agency are non-binding.
2.5. The client undertakes, within the scope of all project / additional agreements, to place his orders, promises and possible changes in such a timely manner that the agency will be in a position to carry out all the work with which it is commissioned smoothly and on time without additional costs or quality losses to carry out. If this is not the case, the agency can reject the order acceptance.
2.6. Significant changes, additional requests or supplementary additional services oblige both parties to adjust the remuneration, the deadlines for completion and deadlines as well as the terms of reference. The agency informs the client immediately if additional costs arise. All commitments, changes or instructions will be made in writing in supplemental agreements and / or in briefings / minutes, emails, SMS, WhatsApp, Facebook, messenger services, letters and faxes.
2.7. In order to fulfill the services commissioned by the Agency and to implement individual projects, the Agency reserves the right to place orders at the expense and risk of the client, to freelancers on a fee basis and / or to recommend suitable third-party providers to the client. The agency invoices the client for the services of third-party providers and / or provides the client with a direct contractual relationship with the third-party provider.
2.8. If a permanent order has been agreed, e.g. in the form of a consultancy or framework contract, the Agency’s appointment is for an indefinite period, unless a binding term has been agreed. If a minimum contract period has been agreed, the contractual relationship can not be terminated by the client before the minimum contract period expires. The notice period after expiry of the minimum contract period is 3 months.
3.1. Decisive are the prices stated in the respective offer of the agency. Additional services will be charged separately. (see also 3.4 of the Terms)
3.2. For compensation based on time, this is based on the current daily rate, or hourly rate. If the respective offer, in addition to the specification of services, does not contain a specified daily rate, the daily rate which was used at the time of the last commissioning by the client will always be used as the basis. When settling by the hour, the billing cycle is every half hour. Half an hour will be charged in full.
3.3. If a flat-rate remuneration has been agreed, the expenditure is measured by the respective target agreement or by the successful completion of the respective project or the respective projects. If no specific target has been agreed, or a specific number / description of the projects, the respective daily / hourly rate of the agency shall be used as the benchmark to determine the scope of services owed by the agency. If a flat-rate fee is specified for a specific or approximate scope of service, the scope of service has a purely descriptive function and is not binding. If individual services are not called up by the customer and / or do not accrue in the respective billing interval, or are not provided for reasons of the agency, which is not culpably responsible, there is no entitlement to a refund of the remuneration in whole or in part , or on the recovery of the respective services in one of the following billing intervals.
3.4. The daily rate includes only the services of the agency. All trades or services of third parties will be billed separately.
3.5. The daily rate includes only the remuneration of working hours. Special expenses such as expenses, travel expenses, expenses etc. are charged separately.
3.6. Invoicing takes place after completion of the product or after completion of previously defined milestones and / or modules. If these are fulfilled, they will be invoiced according to the actual expenditure. In the case of framework agreements, invoicing will take place according to the agreed billing intervals. (eg weekly, monthly, yearly, etc.) All invoices are due immediately upon receipt of the invoice and are payable without deduction.
3.7. Objections due to incompleteness or incorrectness of the invoice, the client has to assert immediately, but at the latest with a notice period of 1 week after receipt. If the client submits his objections in writing, the dispatch within the 1-week period is sufficient. The waiving of timely objections is considered as approval.
3.8. All prices of the Agency are in Euro, plus applicable VAT.
3.9. The client is not entitled to offset against counterclaims or to exercise a right of retention unless the counterclaims are undisputed or legally established. The obligation to pay the remuneration can not be affected by whether the results of the work of the agency bring the client a success or benefit, or whether they are used by the client at all. If an advertising trailer e.g. not aired, canceled or postponed an event, or an event is an economic failure for the client, this does not affect the claim of the agency for compensation. This listing is not exhaustive and should only show examples. If a contribution created by the Agency can not be promoted on social media or violates the guidelines of portals, partners and / or customers of the client, this does not affect the obligation to pay the fee.
4.1. The observance of the deadlines for the completion, as well as all agreed dates, always require the timely and proper fulfillment of the obligations incumbent on the client, in particular the observance of delivery dates of data, tape and film material to be edited, access to locations and premises that Provision of contacts to responsible contact persons, immediate response to queries, etc. If the client fails to fulfill his obligations on time or properly, a reasonable extension of the deadlines and deadlines will occur.
4.2. Deadlines and dates begin at the earliest with the clarification of all contractual conditions and technical details (briefing), as well as the provision of any required starting materials, documents and / or permits by the client and / or authorities. Terms of delivery are generally without obligation, unless it is documented explicitly and in writing, is fixed transactions and / or the agency has confirmed the delivery deadlines in writing as binding.
4.3. In case of significant changes according to section 2.2, a reasonable extension of the deadlines and deadlines will occur.
4.4. The agency is entitled, insofar as reasonable, to provide partial services and to invoice them.
5.1. For cinematic products, music productions, soundtracks, etc., the delivery is always digital if possible. By sending a download link and the resulting possibility for the client to download the file, the agency has provided liberating. The agency will always choose output formats that are „common“. For the playability of the format on the individual terminal of the client, the agency assumes no responsibility. The dispatch of physical media takes place only after previous arrangement and on individual order.
5.2. The agency is entitled to all in 5.1. shipped finished products with a watermark. Thereupon the obligation arises for the client to pay the remuneration. Only when the remuneration has been paid in full will the final version, free of watermarks, be delivered to the client.
5.3. When shipping or delivering products, the risk passes to the customer as soon as the subject of the contract has been sent or handed over to the person or company carrying out the transport. If the shipment is delayed without the fault of the agency, the risk is transferred to the customer with the notification of readiness for dispatch.
5.4. Upon collection, the risk is transferred to the customer with the transfer of the contractual object.
6.1. The subject matter of the contract remains the property of the agency until full payment by the client. If the client sells the object of the contract before it has been paid in full, it will go to the point of compensation
of all outstanding claims its claim against the third party to the agency. The agency accepts this assignment.
6.2. Pledges, chattel mortgages and other dispositions by the client are inadmissible as long as retention of title exists.
6.3. If the client processes the subject matter of the contract, the agency immediately acquires ownership of the goods. In the case of combining, mixing or processing of property of several reserved property owners, the Agency acquires ownership of the manufactured property in proportion of the value of its share to the total value of the manufactured property.
6.4. In the case of seizure or other interference by third parties, the client must immediately notify the Agency in writing, so that the agency can file a third-party objection suit. Insofar as the third party is not in a position to reimburse the court for the judicial or extrajudicial costs of a third-party objection, the customer is liable for the loss incurred by the agency.
6.5. In the event of default, the Agency is entitled to disclose all security interests and enforce their claims and rights. In this case, the client is obliged to hand over to the agency immediately all documents, in particular contracts and delivery notes, which are available on the claim to be enforced or the right to be enforced; The client must provide information necessary to assert the claim or the right information without delay.
7.1. Insofar as copyrights, copyrights or editing rights arise during the fulfillment of the contract by the agency, these remain with the agency. Under the resolving condition of the cancellation, e.g. in the case of important reasons, the agency grants the client simple, non-transferable, non-exclusive rights of use, which are required for the client in the context of the subject matter, unless other rights of use are included in the offer.
An important reason for the revocation is in particular the non-payment of the client of the payment due to the agency within the set or legally required payment period.
7.2. The client never obtains ownership of the work results of the agency. The property rights and all copyrights in all creations of the agency created and produced by the agency and provided to the client for use, e.g. Any naming rights, logos, text in word / font / image, photo, video and film recordings, slogans, campaigns, claims, animations, renderings, concepts, graphics, files etc. remain with the agency.
7.3. The client transfers to the agency all rights of use required for the performance of the commissioned services to the data supplied by the client (text, still and moving pictures, sounds).
7.4. If copyrights and / or editing rights of third parties are affected within the scope of the granted order, the client of the agency shall ensure that the contractual processing complies with the usage / editing rights granted by the third party. The client exempts the agency from any claims of third parties for infringement of copyright or processing rights. If the agency creates a video for the client from foreign material on which recognizably third-party rights exist or could exist, then the agency is not liable for resulting copyright infringements. A publication by the client is always at his own risk.
7.5. All computer files and related rights remain with the agency. Open projects, project files, graphics files with individual levels etc. are never handed over to the client.
8.1. There is no obligation on the Agency to keep the data, tape or footage submitted for editing or self-created beyond the processing time. The retention of project and process files, data, tape and film material, etc. beyond the processing time of a project is not part of the agency’s performance obligations. A liability in this respect for no longer existing material is excluded.
8.2. The data, tape or film material handed over by the client as well as material, documents or data which are handed over for the planning and implementation of projects and events will only be returned or stored at the prior express request and costs of the client. Otherwise, the agency is entitled to destroy the transferred material.
8.3. Project and process files, data, tape and footage produced by the agency will be retained, documented and accessible only at the prior express request and expense of the client. A liability for the loss of stored material is excluded. (see 12.10.)
9.1. Agency and client assure confidentiality in the course of business transactions. The agency and the client undertake to treat all information that they obtain on the basis of mutual business dealings in strict confidentiality, to protect against the inspection of third parties and to use it only in the sense of business transactions and fulfillment of the respective order. This applies in particular to briefings, offers, contracts, fees, prices, products, plans, market data, manufacturer methods, documents, contact data and the like.
9.2. The agency is entitled to include the logo of the client in their own reference list and to use for self-promotion, without the need for a separate permit. The client also agrees that the work results (results / products) and, if necessary, the work processes and project progress (making-of) are documented and used for self-promotion of the agency in the online and offline area.
9.3. The client expressly refrains from subcontractors or partner companies, which the agency uses or mediates for the fulfillment of its own services or trades for the client, to contact directly and / or commission by third parties and to bypass the agency. The client undertakes to make all communications with third-party providers, which have been arranged by the agency, accessible to the agency, or to copy them directly.
9.4. If the agency is itself the client for a subcontractor who is contracted to fulfill the agency’s performance obligation, the subcontractor undertakes not to address the commissioning customer of the agency directly and / or to contact the agency outside the contractual relationship. The subcontractor is subject to a non-compete obligation in this respect, that he accepts by accepting the order of the agency, without a separate confirmation is required. The subcontractor will act as part of the agency as part of the fulfillment of the contract, i. do not make your own branding, neither of products nor of your own clothes, etc., do not spend your own business cards, no logo insertion in projects etc. The client of the service provider in this case is always the agency. There is no direct relationship with the client of the agency. The inclusion of the client of the agency in the service provider’s own reference list is prohibited. The self-promotion with the work results, which arise within the scope of the respective order, are not made public by the service provider and / or used for self-promotion. In addition, the service provider is expressly to the provisions of 9.1. bound by these terms and conditions.
10.1. The client is obliged to provide full insurance cover for items handed over by the agency, in particular for data, tape and film material. In addition, the client is liable for valuables and equipment of the agency, which is stored in the premises of the client.
10.2. The client is obliged to provide suitable safety / secondary material or samples for the replacement of the original material.
10.3. The client is obligated to notify changes to the address, the company and the right holder without delay, to inform any third party owners of these terms and conditions and to ensure their written consent.
11.1. Notifications of defects or other complaints must be made in writing without delay, but at the latest within 10 days of receipt of the delivery (preclusive period) or, in the case of hidden defects, within 10 days of discovery. The goods must be in the condition of the claimed defect and handed over to the agency for review, or sent back.
11.2. All characteristics which are subject to a subjective assessment can not be the subject of complaints. In particular, this concerns the artistic design, the use of colors, tones, cut, color grading or animations.
11.3. The warranty claims of the client are limited to the right of repair or replacement by the agency. To this end, the Agency must be given a reasonable time limit. If the rectification or replacement fails, the client has the right to reduce the remuneration.
12.1. Unless otherwise provided in the following clauses, the agency is only liable for intent or gross negligence.
12.2. The agency is not liable for indirect damage, consequential damage, lost profits or lost savings.
12.3. The risk of legal admissibility of the commissioned services is borne by the client. This applies in particular to the case that advertising measures and / or publications violate the provisions of competition law, copyright law, press law, protection of minors, „right to one’s own image“, etc., or lack the necessary regulatory approvals for the proper implementation of projects. A liability of the agency according to the new GDPR for film and / or photographs is excluded. The agency is not liable for content in commissioned work. A publication of the work by the client is always at your own risk.
12.4. The agency is not liable for the statements contained in advertising measures about products and services of the client.
12.5. In the case of services provided by the Agency in the context of contracts in the field of event and / or project management, the client expressly releases the agency from any liability arising from the operation / execution of an event or from the implementation of a project, e.g. material, equipment, technical equipment, equipment or similar; in particular also of all damages that may occur to persons.
12.6. The agency is not liable for breaches of duty by third-party providers or service providers, even if the agency has commissioned them directly to fulfill its own agreed services. For such damages the principal is always to be held liable by the client himself.
12.7. All possible damages are handled by the client through his public liability insurance.
12.8. Claims for damages against the agency are excluded, as long as they are not based on an intentional or grossly negligent breach of duty by the agency. Further liability for damages as provided for in these General Terms and Conditions is excluded, regardless of the legal nature of the asserted claim.
12.9. Insofar as the liability of the agency is excluded or limited, this also applies to the personal liability of the employees, employees, organs, representatives and vicarious agents of the agency.
12.10. The agency is not liable in the case of loss of footage or missing or not recorded scenes. Similarly, the agency is not liable if used technical equipment (such as camera, recorder, microphones, lights, etc.) should not work and thus the performance of the agency is impossible.
12.11. The limitations or exclusions of liability according to Numbers 12.1., 12.2. and do not apply to legally prescribed no-fault liability, in particular under the Product Liability Act.
13.1. Place of fulfillment and place of jurisdiction is the court having jurisdiction at the headquarters of the agency.
13.2. The law of the Germany applies excluding all international agreements.
Information according to § 5 TMG
Röhricht / Kalirad GbR
Telephone: +49 (0) 163 555 88 66 / Telephone: +49 (0) 178 333 23 28
Sales tax identification number according to §27a sales tax law: de236870943
Defbeat Media is a trademark of Defbeat Records, Röhricht / Kalirad GbR.
Liability for content
The contents of our pages were created with great care. However, we can not assume any liability for the accuracy, completeness and timeliness of the content. As a service provider we are responsible according to § 7 Abs.1 TMG for own contents on these sides according to the general laws. According to §§ 8 to 10 TMG, however, we as a service provider are not obliged to monitor transmitted or stored external information or to investigate circumstances that indicate illegal activity. Obligations to remove or block the use of information under general law remain unaffected. A liability in this regard, however, is only possible from the date of knowledge of a specific infringement. Upon notification of appropriate violations, we will remove this content immediately.
Liability for links
Our offer contains links to external websites of third parties on whose contents we have no influence. Therefore, we can not assume any liability for these external contents. The respective provider or operator of the pages is always responsible for the contents of the linked pages. The linked pages were checked for possible legal violations at the time of linking. Illegal content was not recognizable at the time of linking. However, a permanent content control of the linked pages is not reasonable without concrete evidence of an infringement. Upon notification of violations, we will remove such links immediately.
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