General Terms and Conditions

FERNANDO TÁBORA
Passauerstr. 35
81369 Munich

§ 1 Scope, Form

1. Our services and offers are exclusively based on these General Terms and Conditions. These are part of all contracts that we conclude with our clients (hereinafter referred to as "Client").
2. Deviating conditions of the Client or third parties do not apply unless we expressly acknowledge them in writing. Our General Terms and Conditions also apply if we provide services unconditionally, aware of conflicting or deviating terms and conditions of the Client.
3. Individual agreements and regulations in our offers and order confirmations take precedence over these General Terms and Conditions.
4. Legal declarations and notifications by the Client regarding the contract (e.g., deadlines, defect notifications, withdrawal, or reduction) must be made in writing. Written form, in the sense of these General Terms and Conditions, includes both written and text forms (e.g., letter, email).

§ 2 Offer and Conclusion of Contract

1. All offers are non-binding and subject to change unless expressly marked as binding. An order from the Client is considered a binding offer. Unless otherwise stated in the order, we are entitled to accept this offer within 4 weeks after its receipt. If our offers are marked as binding, this applies for a period of 2 weeks from the offer date; the acceptance date is the date we receive the acceptance.
2. The contract between the CLIENT and the PROVIDER (Fernando Tábora) can be concluded verbally (especially via video or video chat and/or telephone), electronically (via email and/or the contact form offered on the PROVIDER's website or through social networks), or in writing. If the contract is concluded verbally or electronically, the CLIENT, unless otherwise agreed, has no right to receive the contract contents in written form from the PROVIDER (Fernando Tábora).

§ 3 Subject of Contract/Service

1. The production is based on the concept accepted by the Client or provided by the Client, and according to the written regulations in the production contract or accepted offer.
2. If agreed upon in the offer, the parties will conduct a concept phase according to § 4.
3. The artistic and technical design of the film work is our responsibility. We will inform the Client or their representative about the location and planned procedures of the preliminary work, recordings, and post-processing.
4. We provide the Client the opportunity to be present at all crucial phases of the film or photo production. The Client should designate a responsible employee (representative) before the production begins, who is solely authorized to make decisions and give instructions on pending issues. Instructions from this representative during the film production, namely the shooting/production and post-production, may alter the basis of the order.
5. If the Client wishes to take still photos or film shots of the shooting (Making Of), they must undertake this work at their own risk and responsibility and obtain the necessary consents from recognizable persons, especially the crew & actors. We reserve the right to take film and photo recordings from the shooting for our own purposes.
6. The production will be delivered in HD (1920×1080), unless otherwise agreed upon in the individual contract. Additional delivery formats, encodings, transfer services, or other format changes are subject to additional charges and will be billed according to effort. If the Client requests the raw footage of the shooting or the master file of the finished production, these are also subject to additional charges.
7. The production will be mastered in a timeline of 1920×1080 (ProRes or higher), unless otherwise agreed between the parties. The shooting format may differ from the master format, but we are generally free to choose the shooting format.
8. Munich is considered the agreed shooting location unless the parties have agreed on another location. If the shooting or parts of it occur outside a 20 km radius from the agreed shooting location, the travel costs and costs for transporting materials will be billed according to effort, unless already included in the calculation or incurred additionally.
9. We plan the required resources for our Client according to the agreed schedule. If no schedule is agreed upon, we are free in the timing of the planning. If there are changes to booked dates for which we are not responsible, the additional costs will be borne by the Client. If the Client requests a rescheduling, any additional costs may be borne by the Client. The due dates of the payment stages – for rescheduling services to a later time – are, unless otherwise agreed, based on the originally agreed schedule.

§ 4 Concept Phase

1. The parties generally conduct a concept phase first, if agreed upon. The goal of this phase is to create a concept, e.g., in the form of a script.
2. We are committed to providing one (1) draft for the concept, unless otherwise agreed.
3. The Client has the right to one change/correction of the draft. Any resulting changes are covered by the agreed remuneration, provided the changes do not lead to a completely new draft. A new draft is considered to be required if the changes demand 50% or more additional time compared to the initial draft. In this case, we are entitled to charge the total additional costs for the new draft.

§ 5 Prices and Payment

1. The prices stated by us at the time of the conclusion of the contract apply; these are net prices in euros plus the applicable VAT plus any costs for packaging and shipping.
2. Unless otherwise agreed in the individual contract, the agreed remuneration is payable as follows: 25% after the order is placed, 25% after the delivery of the script, 25% after the completion of the shooting preparation, and 25% after the delivery of the final film. If the contract is based on a cost estimate, the payment steps refer to the estimated total price; the final rate will account for any deviations from the calculated to the actual costs.
3. The contract price includes all production costs and the rights granted for the production to the agreed extent. Unless otherwise agreed, the rights are only granted for internal use.
4. The calculated working time for film and photo shoots is a maximum of 10 hours per shooting day, including travel to and from our business premises and including a shooting break with the legally required 45-minute break. Additional hours (overtime) on the shooting day are subject to additional charges. For each started hour, the following fees apply:
   a) For the first and second overtime hours, a surcharge of 25% on the overtime fee applies.
   b) For the third and fourth overtime hours, a surcharge of 50% on the overtime fee applies.
   c) For more than 4 overtime hours, a surcharge of 75% on the overtime fee applies.
   d) For work on Sundays and public holidays, a 100% surcharge on the daily rate applies if the Client requests such work (shooting, preparations, post-production, etc.) on these days despite our notice of the surcharge. Any additional effort beyond the calculation is to be remunerated separately.
5. Weather-related postponements of the scheduled shoot (weather risk) are usually not included in the calculated production costs. Additional costs due to weather-related delays will be billed according to effort. This also applies to delays due to force majeure.
6. Failures of technology, personnel, participants, props, locations, etc., may require additional shooting. The additional costs incurred are usually not included in the calculated production costs. Such additional costs will be billed according to effort. At the Client's request and expense, appropriate insurance (as well as negative or damage insurance) can be taken out; the Client must notify us of this request by the conclusion of the contract. We exclude liability for the listed risks.
7. Billing is generally in euros. The exchange rate risk is borne by the Client. In the case of transfers from abroad, the Client bears the incurred bank charges.
8. If the Client makes decisions during the creative process that lead to deviations from the original briefing or previous interim results, we will strive to accommodate these changes within the remaining resources. If this is not possible, further wishes will be billed after prior consultation and effort. Additional costs up to 10% of the order amount do not require additional written confirmation and will be billed according to effort.
9. We are entitled to reimbursement of our expenses. If these are not included in the offer or if additional costs arise due to extra shooting days/overtime/additional resources, they will be based on the following provisions:
   a) Overnight and travel costs will be reimbursed to us in proven amounts, expenses according to the tax maximum rates. The choice of transportation remains at our discretion. Travel costs that are not in a reasonable proportion to the total fee will only be undertaken with the explicit approval of the Client.
   b) Expenses incurred for obtaining content elements deemed necessary and agreed upon with the Client (e.g., licensing fees) will be reimbursed to us in proven amounts (plus 20% handling fee).
   c) Travel times are considered working hours. For travel that takes up to 4 hours, 50% of the daily rate applies. For travel exceeding 4 hours, 100% of the daily rate applies.
10. Invoice amounts are due immediately and to be paid within 14 days without any deduction unless otherwise agreed in writing. The date of payment is the date we receive it.
11. Offsetting against counterclaims of the Client is only permissible if the counterclaims are undisputed or legally established. The Client is only entitled to exercise a right of retention to the extent that their counterclaim is based on the same contractual relationship.

§ 6 Usage Rights

1. The scope of the granted usage rights results from the regulations laid down in the offer or the contract.
2. Rights managed by collecting societies such as GEMA are not transferred. The client is informed that they must report uses of the commissioned concept/film, etc., as well as the music works used therein, to the relevant collecting societies regarding the intended use and pay the corresponding fees.
3. The client is informed that they must report uses of the commissioned concept/film, etc., as well as the music works used therein, to the relevant collecting societies regarding the intended use and pay the corresponding fees.
4. Format rights and rights to drafts, raw data, samples, calculations, scripts, and other documents and tools are further excluded from the transfer of rights unless the parties have agreed otherwise. Individual elements used within the scope of the performance (e.g., music, stage design, graphic elements, characters, etc.) are only covered by the rights transfer within the agreed film exploitation of the contractual work, but not beyond that.
5. The granting of rights according to §158 (1) BGB becomes effective only when the client has fully paid the contractually owed remuneration according to the calculation, including expenses and any incurred additional expenses. We may provisionally permit the use of the contractual performance even before this time. Such provisional permission does not result in the transfer of rights according to this paragraph.
6. The use of the concept/production outside the substantive, spatial, and temporal rights grants mentioned in the offer/contract is not permitted and must be separately agreed upon.
7. To secure the copyright exploitation rights, the original material (image and sound, especially negatives), the raw material, and the master tape remain with us. We undertake to secure the original and master tape of the delivered film work on hard drives and to store or deposit them against cost reimbursement. The retention period is one year. Before the respective period expires, the client or their representative must request in writing the duration of further retention. The storage costs amount to 190 Euros plus VAT; these costs are borne by the client. The client is informed that the risk for the original material and the master tape passes to the client with the delivery of the production, even if the film work is stored with us, a copying facility commissioned by us, or an archive commissioned by us.
8. Insurance for the hard drive is only taken out at the express request of the client and against cost reimbursement; liability for damages due to data loss is excluded.
9. If the client wishes to store beyond the agreed storage period, they must inform us in writing before the period expires, and we will make an offer for extending the storage period. If we do not receive such information, we are entitled to delete the material without further inquiry.

§ 7 Customer's Obligations to Cooperate

1. The client is obliged to perform all necessary acts of cooperation, especially to deliver all materials and resources to be integrated, which they wish to consider, in a form or quality suitable for implementation immediately upon request and to provide all other resources needed for the performance immediately. The client must deliver all materials intended for use in a suitable form or resolution. "Resources" within the meaning of this agreement refers to all persons and objects required for a film/post-production, such as premises, props, materials (film material, music, graphics, etc.), licenses of copyright or other commercially protected rights, actors, film staff (director, cameraman, editor, etc.).
2. If the materials and resources come from the client, the following applies: a) The client assures that all materials and resources provided are free from third-party rights, especially that no copyrights, personality rights, trademark rights, design rights, patent rights, etc., are violated and that no legal violations concerning these are known or committed by the transmission/use. The client is solely responsible for the materials and resources they provide. b) If we are claimed by a third party for injunction, removal, disclosure of information, reimbursement of expenses, or damages due to the materials and resources provided by the client, the client must indemnify us from the expenses, including reasonable legal defense costs. This especially applies to violations of copyright, trademark, name, data protection, and competition law. c) The client also indemnifies us, our employees, agents, and vicarious agents from all claims or demands of third parties – including reasonable legal defense costs – arising from or in connection with this contract and alleged violations of this agreement or alleged infringements of third-party rights. d) The client already agrees to the processing of an object to be depicted or the resources provided by them, as far as professional production requires it. If the objects have a special, unrecognizable economic value, the client is obliged to inform us of the value so that appropriate insurance can be taken out or so that possibly an intervention on the object does not occur. If the client does not inform us, we are not liable for any damage to the object as far as the processing/intervention on the object was necessary for professional production. e) If property or personal damage is caused due to or through the use of the client's resources, the client is responsible. The client must insure the resources at their own expense. f) We will inform the client promptly within the legal limits if third parties or authorities assert claims against us or if there are indications that a violation of statutory and/or regulatory provisions or an infringement of third-party rights attributable to the client exists. g) The client will assist us to the best of their ability in legal defense. If the alleged legal violation is based on works used by the client or on the client's behalf that infringe third-party copyrights, trademark rights, and/or other industrial property rights, we can demand that the client, in addition to the costs of reasonable legal defense, also bears the costs for any compensation amounts. h) We are entitled to immediately remove or deactivate the content if there are indications that these could infringe third-party rights. Indications of illegality and/or infringement particularly but not exclusively exist if authorities and/or other third parties take measures of any kind against us and/or the client and these measures are based on the allegation of illegality and/or infringement.
3. If the client engages third parties to assist in the agreed services or books other external services through third parties, the client is responsible for the organizational and timely coordination of the third parties with our activities unless otherwise expressly agreed with us.

§ 8 Procurement of Resources by Us (Fernando Tábora)

1. Unless otherwise agreed, the client must procure the actors, equipment, premises, or licenses involved in the production and provide them in consultation or at the latest on the first day of shooting. If the client wishes to use musical works, the client must procure the necessary rights and provide them to us in a suitable form, especially registering them with the collecting societies and paying the fees. If a reshoot or extension of the shoot is required, the client must provide the resources free of charge.
2. If we are commissioned to procure resources, we will use resources from our asset base/staff base/room base where possible. The costs incurred for this are included in the calculation. We remain the owner or holder of real rights to the licenses/equipment contained therein, unless otherwise agreed upon when placing the order.
3. If it is contractually agreed that we will procure the resources, we will make the necessary bookings in the name and on behalf of Fernando Tábora. If we procure resources on behalf of the client, the client grants us the appropriate power of attorney with the conclusion of the contract. If procurement in the name and on behalf of the client is not possible, we will also procure the resources in our name and at our expense. In this case, the client undertakes to indemnify us internally from all liabilities arising from the procurement.
4. We do not guarantee the availability of the desired resources. If the desired resource is no longer available, we will endeavor to procure an alternative, with the selection at our discretion; the additional costs for this will be borne by the client. If no alternative resource is available, we will propose alternative solutions for how the filming can be carried out differently.
5. If the service to be booked is not explicitly named by the client, the selection is at our discretion. As our calculation is a mixed calculation, we are free to reallocate the resources within the production.
6. We receive a service fee for the procurement of resources. This amounts to 20% of the total net amount, which results from the net amount required for booking the procured resources.
7. If additional resources or the extension of the booked resources become necessary after the conclusion of the contract, the costs will be agreed upon with the client beforehand. The additional costs are borne by the client plus a service fee according to paragraph 6 and the resulting additional costs for the additional effort (e.g., additional casting, tenders, etc.).
8. The items procured on behalf of the client and paid for by them belong to the client and can be picked up by the client within one week after the end of filming. After the storage period of one week, uncollected items will be destroyed by us at the client's expense. Licenses obtained on behalf of the client will be made available for download to the client for one week after the film's acceptance. After this week, the data will be deleted.

§ 9 Change Request

If the client makes change requests regarding the performance description, the time schedules, the concept, the works, and other already created services during the creation of the respective work until the respective acceptance, we will check whether the desired change is feasible and inform the client within a reasonable period, but no later than 10 working days from the receipt of the change request, whether the change is feasible, what changes to the schedule and what approximate costs are associated with the realization of the change requested

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§ 10 Force Majeure

1. We shall not be liable for the impossibility of performance or delays in performance to the extent that these are caused by a) force majeure (e.g., civil unrest, acts of terrorism, strikes/lockouts, natural disasters, acts of war, difficulties in obtaining materials, local power outages, accidents, difficulties in obtaining any necessary official permits, pandemics, epidemics, or diseases that result in special measures such as quarantine and other containment measures), b) virus and other third-party attacks on our IT system, despite having taken protective measures in line with the state of the art, or c) obstacles due to German, US, and other applicable national, EU, or international regulations of foreign trade law or other circumstances for which we are not responsible.
2. In the event of non-availability of the ordered performance due to the aforementioned events in paragraph 1, the customer will be promptly informed of the unavailability. If such events make the performance impossible for us and the hindrance is not of merely temporary duration, we are entitled to withdraw from the contract, provided we have not assumed the procurement risk. In the case of temporary hindrances, the performance periods are extended or the performance dates are postponed by the duration of the hindrance plus a reasonable startup period.
3. If a performance date has been firmly agreed and is exceeded by more than four weeks due to events pursuant to paragraph 1 sentence 1 or if, in the case of a non-binding performance date, it is objectively unreasonable for the customer to adhere to the contract, the customer is entitled to withdraw from the contract for the unfulfilled part. In the event of withdrawal by the customer, the services already provided will be promptly refunded minus the agreed lump-sum compensation pursuant to § 14. Further claims by the customer, especially claims for damages, do not exist in this case.

§ 11 Acceptance of Work Services

1. Acceptance shall take place, unless otherwise agreed, at our place of business or at a place designated by us by the customer or their authorized representative; acceptance may also occur online.
2. If the production in its technical design is not objected to, corresponds to the shooting concept and any changes requested by the customer during the shooting or post-production, the customer is obligated to accept it. During acceptance, the customer is bound by any previously given interim or partial acceptances.
3. We are entitled but not obliged to conduct interim acceptances. The customer must accept the interim results if they comply with the specifications and the concept. The customer is entitled to make one set of changes. Resulting changes are compensated with the agreed remuneration, provided the changes are merely typographical or of minor scope; minor scope means changes up to 60 minutes of effort. For further changes, § 9 applies; the additional costs incurred are borne by the customer.
4. After the delivery of the owed service (as agreed, by uploading the file containing the work to an online portal (e.g., Frame.io), by sending a download link where the file will be available for five days, or by handing over a physical data carrier), the customer must release the delivered service in text form, communicate changes, or reject it stating reasons within five working days. If there is no feedback from the customer within this period, the service is considered accepted.
5. The work is also considered accepted if the delivery to the customer (including by download) has taken place, the customer has used the work and has not indicated that they do not accept the work as contractual (so-called fictitious acceptance). The customer has used the work, in particular, a) the concept if they have had it filmed, b) the production if they publicly reproduce, distribute, or duplicate it.
6. If the customer has change requests after acceptance of the services, they must communicate the desired changes to us in writing. Such changes are generally at the customer's expense.

§ 12 Defects Rights

1. In the case of a material defect, the statutory provisions generally apply unless otherwise agreed below.
2. The limitation period for defect claims is one year. It begins with the acceptance of the performance, but no later than the end of the year in which the performance was rendered.
3. If a defect exists that was reported to us in good time within the applicable period, we will remedy the performance within a reasonable period. If the subsequent performance fails, the customer may set a further reasonable deadline in writing. If this also fails, or if subsequent performance is unreasonable for the customer or we refuse it, the customer is entitled to withdraw from the contract, reduce the price, or claim damages or reimbursement of futile expenses in accordance with the applicable law. The statutory cases of dispensability of the deadline remain unaffected. Customer's claims for damages are limited to 10% of the order value.

§ 13 Liability

1. We are liable, regardless of the legal grounds, only in accordance with the following provisions.
2. We are liable in cases of intent and gross negligence according to the statutory provisions.
3. In cases of slight negligence, we are only liable for the breach of a material contractual obligation, the fulfillment of which enables the proper execution of the contract in the first place and on the compliance with which the customer regularly relies (cardinal obligation). In these cases, we are only liable for the foreseeable, contract-typical damage.
4. In cases of slight negligence, liability for all other damages, especially consequential damages, indirect damages, or lost profits, is excluded.
5. The above limitations do not apply in cases of injury to life, body, or health, nor in the case of liability under the Product Liability Act. They also do not apply if a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed and for claims of the customer under the Product Liability Act.
6. The liability limitations arising from this regulation also apply to third parties and in the case of breaches of duty by persons (including for their benefit) whose fault we are responsible for under statutory provisions.
7. The customer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty.

§ 14 Termination

1. If orders are terminated by the customer without our fault, we are entitled to the agreed remuneration, taking into account what the customer has saved in expenses due to the termination of the contract or what we have earned or could have earned by using our labor elsewhere. Therefore, it is assumed that we are entitled to at least the following lump sums for the not yet rendered part of the work performance: a) In the conception phase 90% of the calculated net costs for the conception phase plus VAT. b) In the case of film productions: aa) Termination up to 4 weeks before the start of filming (or in the absence of filming, the start of post-production) 50% for the not yet rendered part of the work performance. bb) Termination up to 14 days before the start of filming (or in the absence of filming, the start of post-production) 75% for the not yet rendered part of the work performance. cc) Termination from 24 hours before the start of filming (or in the absence of filming, the start of post-production) 100% for the not yet rendered part of the work performance.
2. The customer expressly reserves the right to prove that the saved expenses are significantly higher than the deductions considered above or that there has been alternative use of the services/materials. In the event of such proof, the customer is only obliged to pay the correspondingly lower amount.
3. If we can prove that the costs for the not yet rendered part, which were incurred due to and in connection with the conception/production, are higher than the lump sums claimed in paragraph 2 or that the saved expenses are lower than the credited savings, we are entitled to demand the actual costs incurred.
4. Termination must be in writing.

§ 15 Copyright/References/Awards

1. We are entitled, but not obligated, to affix our company name and company logo as a copyright notice on and in our works, unless otherwise agreed.
2. We are entitled to present or have presented our works, in whole or in part, as well as adaptations (e.g., cutdowns), at competitions and festivals, and for self-promotion. We are also entitled to use the production in whole or in part, the associated secondary materials (e.g., making-ofs), and the concept. The granting of rights applies to every commercial and non-commercial, editorial and non-editorial, digitized, electronic, and printed use, particularly reproduction, distribution, public accessibility, public performance, broadcasting, presentation, and advertising both online (e.g., website, showreels) and in print products. This also applies to use in social media presences. For these purposes, we are also entitled to pass on the aforementioned data to third parties. Insofar as the customer’s protected content is included, we obtain from the customer the non-exclusive, geographically and temporally unlimited, sublicensable right to distribute, reproduce, exhibit, and publicly perform the content, especially to make it publicly accessible, present, or perform it and to edit it, especially to display it interactively.
3. Awards and prizes granted for our works belong to us.
4. We, as well as the authors involved in the production of the film (directors, cameramen, post-production) and the performing artists (actors, speakers, etc.), are entitled, after the communicated release date, otherwise four weeks after delivery, to reproduce and distribute the production in whole or in part, with or without the client's identifiers such as name and brand for self-promotion (reference advertising), to make it publicly accessible or have it made publicly accessible, and to publicly perform or have it publicly performed, without limitation in content, geography, and time, and without compensation. This also applies particularly to publications on the Internet, on the website, or social media platforms or other corresponding analog or digital platforms. The aforementioned persons are also entitled, within the scope of the named purposes, to grant sublicenses to third parties. Furthermore, we are entitled to use the client's company identifier/name, company address, logo, and web address as a reference for our work and to reproduce and distribute their potential evaluations of us within the scope of the named ways.

§ 16 Data Protection

We collect, process, and use personal data of the customer within the framework of the legal data protection regulations. Additional information on this can be found in our privacy policy.

§ 17 Applicable Law and Jurisdiction

1. The law of the Federal Republic of Germany applies, excluding the UN Sales Convention (CISG). The place of jurisdiction is, as far as legally permissible, Munich.
2. The place of fulfillment for all contractual obligations, except in the case of the assumption of a debt to be delivered or other agreement, is Munich.

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