TERMS AND CONDITIONS

Claudia Ziegler e.U.
Artemis Multimedia Production

Company Register Number: 592940x

Address: Theresiengasse 46, 1180 Vienna

1. Scope of Contract Conclusion (General)

1.1. Claudia Ziegler e.U. (hereinafter referred to as the “Agency”) provides its services exclusively based on the following General Terms and Conditions (GTC). These apply to all legal relationships between the Agency and the Client, even if not explicitly referenced. The GTC apply exclusively to business relationships with entrepreneurs, i.e., B2B.

1.2. The version valid at the time of contract conclusion shall apply. Deviations from these, as well as any additional agreements with the Client, shall only be effective if confirmed by the Agency in writing.

1.3. Any business conditions of the Client shall not be accepted, even if known, unless explicitly agreed otherwise in writing on a case-by-case basis. The Agency expressly objects to the Client’s GTC. No further objection from the Agency to the Client’s GTC is required.

1.4. Changes to the GTC will be communicated to the Client (indicating the specifically changed clauses) and shall be deemed agreed upon if the Client does not object in writing within 14 days; the Client will be expressly informed of the significance of silence in the notification. This presumed consent does not apply to changes of essential service content or fees.

1.5. Should individual provisions of these General Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions or contracts concluded based on them. The invalid provision shall be replaced by a valid one that comes closest to the intent and purpose.

1.6. The Agency’s offers are non-binding and without obligation.

1.7. The production of the film work, regardless of the medium, is carried out based on the screenplay approved or provided by the Client under the conditions set forth in the production contract or accepted offer. Treatments, screenplays, drawings, plans, and similar documents created by the Agency or on its behalf remain the Agency’s intellectual property unless they are used in the film or remuneration has been agreed for them. Any use, exploitation, or modification, especially forwarding, reproduction, and publication, is not permitted without the Agency’s express consent. Documents provided by the Client can be reclaimed by the Client.

1.8. The production contract or accepted offer shall specify the distribution territories, media, and periods for which the film work is to be produced.

1.9. The Agency is legally bound only by the formal confirmation of the offer/order (confirmation by fax is permissible) or the signing of the contract. By signing the order letter or order confirmation, the General Production and Delivery Conditions are accepted. A confirmation by fax or email is equivalent to written confirmation.

2. Costs & Payment Terms

2.1. Unless otherwise agreed, the Agency’s fee claim arises for each individual service as soon as it has been rendered. The Agency is entitled to demand advances to cover its expenses. For orders with an annual budget of €50,000 or more, or those extending over a longer period, the Agency is entitled to issue interim invoices, advance invoices, or call for down payments.

2.2. The fee is a net fee plus VAT at the statutory rate. Unless otherwise agreed individually, the Agency is entitled to a fee at market-standard rates for services rendered and the granting of trademark usage rights.

2.3. All services of the Agency not expressly covered by the agreed fee shall be remunerated separately. All cash expenses incurred by the Agency shall be reimbursed by the Client.

2.4. Estimates by the Agency are non-binding. If it becomes foreseeable that the actual costs will exceed the Agency’s written estimate by more than 15%, the Agency shall notify the Client of the higher costs. The cost overrun shall be deemed approved by the Client if the Client does not object in writing within three business days of this notification and simultaneously suggests more cost-effective alternatives. Cost overruns up to 15% do not require separate notification and are deemed approved by the Client from the outset.

2.5. If the Client unilaterally changes or cancels ordered work without involving the Agency—without prejudice to ongoing support—the Client shall pay for the services rendered according to the fee agreement and reimburse all incurred costs. Unless the cancellation is due to gross negligence or intentional breach by the Agency, the Client shall also pay the entire agreed fee (commission) for this order, excluding the offsetting remuneration under § 1168 AGBG. Furthermore, the Client shall indemnify and hold harmless the Agency against any third-party claims, especially from contractors of the Agency. Payment does not grant the Client any usage rights to already delivered work; non-executed concepts, drafts, and other documents must be returned immediately to the Agency.

2.6. The agreed price includes all production costs, including a broadcast- or screening-ready master copy, as well as rights granting in the scope specified under point 1.8. The calculated working time per shooting day is a maximum of 10 hours.

2.7. Weather-related shooting delays (weather risk) are not included in the calculated production costs. Additional costs incurred for this reason will be invoiced based on documented expenses plus overhead.

2.8. If the Client requires the conclusion of a specific insurance, this must be communicated to the Agency no later than contract conclusion, and the Client shall reimburse the costs.

2.9. The Client bears the costs for any expert advice initiated by them.

2.10. Unless otherwise agreed, the following payment terms apply:

1/2 upon order placement
1/2 upon acceptance

or, for longer productions:

1/3 upon order placement
1/3 at the start of shooting (or start of comparable activities / see point 5.2)
1/3 upon completion

2.11. The fee is due immediately upon receipt of the invoice without deduction, unless special payment terms are agreed in writing. This also applies to the reimbursement of all cash expenses and other costs. Goods delivered by the Agency remain the property of the Agency until full payment of the fee including all ancillary liabilities.

2.12. In the event of default, statutory default interest applicable to business transactions shall apply. Default occurs without further reminder upon exceeding the payment deadline. The statutory default interest rate for business transactions currently amounts to 8.58% (-0.62% + 9.2 percentage points). Furthermore, the Client agrees to reimburse the Agency for dunning and collection costs incurred, insofar as they are necessary for proper legal enforcement. This includes the costs of two reminder letters at market rates, currently at least €40.00 each, as well as the reminder letter of a lawyer commissioned for collection. Further rights and claims remain unaffected.

2.13. In the event of the Client’s default, the Agency may declare all services and partial services rendered under other contracts with the Client immediately due.

2.14. Furthermore, the Agency is not obliged to provide further services until the outstanding amount is paid (right of retention). The obligation to pay remains unaffected.

2.15. If payment in installments has been agreed, the Agency reserves the right to demand immediate payment of the entire outstanding debt in case of late payment of partial amounts or ancillary claims (loss of term).

2.16. The Client is not entitled to offset its own claims against claims of the Agency unless the Client’s claim has been acknowledged in writing by the Agency or legally established.

2.17. Any locally mandated announcement and/or (advertising) fees shall be borne by the Client and paid directly by them (unless otherwise contractually agreed). Should such fees be imposed and paid by the Agency after contract termination, the Client shall indemnify and hold harmless the Agency.

3. Concept and Idea Protection

If the potential Client has invited the Agency to create a concept prior to conclusion of the main contract and the Agency complies with this invitation before concluding the main contract, the following provisions apply:

3.1. By the invitation and acceptance thereof, the potential Client and the Agency enter into a contractual relationship (“Pitching Contract”). These GTC also apply to this contract.

3.2. The potential Client acknowledges that the Agency already incurs cost-intensive preliminary services during concept creation, although the Client has not yet assumed any performance obligations.

3.3. The concept is protected under copyright law to the extent that its linguistic and graphic elements reach the level of a work. Use and modification of these elements without the Agency’s consent is prohibited by copyright law.

3.4. The concept also contains advertising-relevant ideas that do not reach the level of a work and thus are not protected by copyright law. These ideas mark the beginning of every creative process and can be defined as the spark for everything subsequently created, thus the origin of marketing strategy. Therefore, elements of the concept that are distinctive and give the marketing strategy its characteristic imprint are protected. Ideas in this context include advertising slogans, texts, graphics, illustrations, promotional materials, even if they do not reach the level of a work.

3.5. The potential Client undertakes not to economically exploit or allow to be exploited or used these creative advertising ideas presented by the Agency within the concept outside the framework of a later main contract.

3.6. If the potential Client believes that ideas presented by the Agency had already been conceived by them prior to the presentation, they must notify the Agency by email within 14 days of the presentation date, providing evidence that allows temporal assignment.

**3.

7.** The Agency reserves all rights to the concept and ideas created by it, including intellectual property rights and exploitation rights.

4. Delivery and Acceptance

4.1. The Agency shall deliver the final product by the agreed delivery date in the agreed format.

4.2. If the Client does not accept the delivered work on the agreed date without justifiable reason, the work shall be deemed accepted. The Client shall be obliged to pay the agreed fee even if acceptance is delayed.

4.3. The Client shall check the delivered product immediately upon receipt and notify the Agency in writing of any defects within 7 days. After expiry of this period, the product shall be deemed accepted.

4.4. Minor deviations in color, brightness, and other technical parameters are not considered defects.

5. Production and Cooperation

5.1. The Client is obliged to provide the Agency with all necessary documents, information, materials, and data required for the production in good time and free of charge.

5.2. If shooting is part of the production, the shooting date(s) and location(s) will be determined jointly and agreed in writing.

5.3. The Client shall ensure access to the shooting location and the necessary permits.

5.4. The Client shall cooperate with the Agency as reasonably required for the proper performance of the contract.

6. Copyright and Usage Rights

6.1. The Agency retains all rights of use, copyright, and other intellectual property rights to the created works until full payment has been made.

6.2. Upon full payment, the Client acquires the rights to use the work within the scope agreed in the contract (territories, media, period). Any use beyond this requires additional written agreement.

6.3. The Client shall not alter, modify, or make derivative works without the Agency’s prior written consent.

6.4. The Client shall credit the Agency appropriately when the work is used publicly, unless otherwise agreed.

7. Liability

7.1. The Agency shall perform the contract with the due professional care customary in the industry.

7.2. Liability for slight negligence is excluded unless essential contractual obligations (cardinal obligations) are breached.

7.3. Liability for indirect damages, lost profits, or consequential damages is excluded.

7.4. The Client shall indemnify and hold harmless the Agency against third-party claims arising from materials or content provided by the Client.

8. Confidentiality

8.1. Both parties agree to keep confidential all information received in connection with the contract that is not public knowledge.

9. Final Provisions

9.1. Amendments and supplements to this contract must be in writing.

9.2. Austrian substantive law applies, excluding conflict of law rules.

9.3. Place of jurisdiction for all disputes arising from the contractual relationship is Vienna.

9. Withdrawal from the Contract by the Client

9.1. If the production order has been placed and the Client withdraws from the contract before the start of filming without any fault of the Agency, the Agency is entitled to invoice the actual net costs incurred as well as the proportional overhead and lost total profit.

9.2. In the case of withdrawal from the order between 10 and 4 days before the start of filming or before a comparable status for film works to be produced from already existing and/or computer-secured image material, the Agency is entitled to charge 2/3 of the calculated and accepted net costs plus overhead and lost total profit.

9.3. If the Client withdraws between the 3rd and 1st day before the scheduled start of filming or comparable activities (see point 9.2), the full calculated and commissioned total amount will be charged.

10. Third-Party Services / Commissioning Third Parties

10.1. The Agency is entitled at its discretion to perform the service itself, to use knowledgeable third parties as vicarious agents for contract-related services, and/or to substitute such services (“third-party services”).

10.2. Commissioning third parties as part of a third-party service is done either in the Agency’s own name or in the Client’s name, the latter only after prior notification to the Client. The Agency will carefully select these third parties and ensure they have the necessary professional qualifications.

10.3. The Client shall assume obligations toward third parties introduced to the Client and extending beyond the contract term. This applies expressly also in the event of termination of the agency contract for cause.

11. Deadlines

11.1. Stated delivery or performance deadlines are, unless explicitly agreed as binding, only approximate and non-binding. Binding deadline agreements must be documented in writing or confirmed in writing by the Agency.

11.2. If delivery/performance by the Agency is delayed due to reasons beyond its control, such as force majeure or other unforeseeable events that cannot be averted with reasonable means, the performance obligations shall be suspended for the duration and extent of the impediment, and deadlines shall be extended accordingly. If such delays last more than two months, both the Client and the Agency have the right to withdraw from the contract.

11.3. If the Agency is in default, the Client may only withdraw from the contract after giving the Agency written notice of a reasonable grace period of at least 14 days, which has expired without result. The Client’s claims for damages due to non-fulfillment or delay are excluded except in cases of intent or gross negligence.

12. Ownership and Copyright

12.1. All services provided by the Agency, including those from presentations (e.g., suggestions, ideas, sketches, preliminary drafts, scribbles, final drawings, concepts, negatives, slides), even individual parts thereof, as well as individual works and original drafts, remain the property of the Agency and may be reclaimed by the Agency at any time — especially upon termination of the contractual relationship. The Client acquires the right to use the work for the agreed purpose only upon payment of the fee. Unless otherwise agreed, the Client may use the Agency’s services exclusively in Austria. The acquisition of usage and exploitation rights requires full payment of all fees invoiced by the Agency. Any use by the Client before this time is based on a revocable loan agreement.

12.2. Changes or edits to the Agency’s services, especially further developments by the Client or third parties acting for the Client, are only permitted with the Agency’s explicit consent and – insofar as the services are protected by copyright – the consent of the author. The delivery of so-called “open files” is expressly not part of the contract. The Agency is not obliged to provide them. Without contractual assignment of usage rights for “electronic works,” the Client has no legal claim to these files.

12.3. For use of the Agency’s services beyond the originally agreed purpose and scope – regardless of whether the service is copyright-protected – the Agency’s consent is required. The Agency and the author are entitled to a separate appropriate remuneration for this.

12.4. For use of the Agency’s services or advertising materials created based on conceptual or design templates by the Agency, consent from the Agency is also required after expiration of the agency contract, regardless of copyright protection.

12.5. For such uses (per 12.4), the Agency is entitled to the full agreed fee for the first year after contract termination; in the second and third year, half or a quarter of the contract fee is due. From the fourth year after contract termination, no agency fee is payable.

12.6. The Client is liable to the Agency for any unauthorized use at double the amount of the appropriate fee.

12.7. Any cooperation, proposals, or instructions by the Client – even if necessary for a complete and good result – do not establish any separate or shared copyright, nor do they affect the agreed fee.

12.8. The Agency is granted the right to participate in national or international competitions by submitting works commissioned by the Client. Any prizes won belong solely to the Agency. The decision to participate in competitions is at the Agency’s sole discretion, without prior consultation with the Client.

12.9. The Client provides the Agency with free copies of objects produced using the Agency’s design development. Additionally, the Client provides free specimen copies as long as production does not incur disproportionate costs. The Agency also has the right to receive 10 copies each of advertising media produced from Agency-designed products.

12.10. Usage rights granted to the Client may only be transferred to third parties (paid or unpaid) with the Agency’s explicit consent.

12.11. The Agency’s copyright-protected works may not be altered in original or reproduced form without the Agency’s permission. Imitations of any kind are not permitted.

13. Identification

13.1. The Agency is entitled to identify itself and, if applicable, the author on all advertising materials and measures without entitlement to remuneration from the Client.

13.2. Subject to the Client’s possible written revocation at any time, the Agency is entitled to reference the existing or former business relationship with the Client on its own advertising media, especially on its website, including Client’s name and logo.

14. Warranty

14.1. The Client must immediately notify any defects in writing within eight days of delivery/performance, and hidden defects within eight days of discovery, describing the defect; otherwise, the service is deemed approved. Warranty and damage claims and the right to rescind due to defects are excluded in such cases.

14.2. Upon justified and timely complaint, the Client has the right to improvement or replacement. The Agency shall remedy defects within a reasonable time, provided the Client enables necessary measures. The Agency may refuse improvement if impossible or disproportionally costly. Then statutory rights of rescission or reduction apply. For improvements, the Client bears the cost of returning defective physical items.

14.3. The Client is responsible for checking legal admissibility (competition, trademark, copyright, administrative law). The Agency is not liable for legal admissibility in cases of slight negligence or after fulfilling any warning duty if content was provided or approved by the Client.

14.4. Warranty period is six months from delivery/performance. The Client’s recourse against the Agency under § 933b Abs 1 AGBG expires one year after delivery/performance. The Client may not withhold payments due to complaints. The presumption rule of § 924 AGBG is excluded.

15. Social Media Channels

The Agency expressly informs the Client before order placement that providers of social media channels (e.g., Facebook, Instagram, LinkedIn, etc., hereinafter “Providers”) reserve the right in their terms of use to reject or remove advertisements and appearances for any reason. Providers are thus not obligated to forward content to users. This entails an uncalculable risk for the Agency that ads and appearances may be removed without reason. In case of complaints by other users, Providers allow counterstatements but still immediately remove content. Restoration of the lawful original state may take time. The Agency acts according to these terms, which it cannot influence, and bases its work on them. The Client explicitly acknowledges these terms as part of the contractual rights and duties by placing the order. The Agency intends to execute the order diligently and comply with social media guidelines but cannot guarantee constant availability of the commissioned campaign.

16. Liability and Product Liability

16.1. The Agency and its employees, contractors, or other vicarious agents (“persons”) are not liable for slight negligence causing property or financial damage to the Client, whether direct or indirect, lost profits, consequential damages, delay, impossibility, positive breach, pre-contractual fault, or defective/incomplete performance. The Client must prove gross negligence. Limitations apply also to personal liability of these “persons.”

16.2. The Agency expressly excludes liability for claims raised against the Client due to the Agency’s services (e.g., advertising measures), if it has fulfilled any duty to warn or no such duty was recognizable, excluding slight negligence. Especially, the Agency is not liable for legal costs, the Client’s attorney fees, publication costs, or claims from third parties; the Client must indemnify and hold the Agency harmless.

16.3. Claims for damages expire six months after knowledge of damage, or three years after the Agency’s breach. Claims are limited to the net order value.

17. Applicable Law

The contract and all mutual rights, duties, and claims between the Agency and the Client are governed by Austrian substantive law, excluding conflict of law rules and the UN Sales Convention.

18. Place of Performance and Jurisdiction

18.1. Place of performance is the Agency’s headquarters. Risk passes to the Client upon handover of goods to the carrier chosen by the Agency.

18.2. The competent court for disputes arising from this contract is the court responsible for the Agency’s headquarters. The Agency may also sue the Client at the Client’s general place of jurisdiction.

18.3. Where only the masculine form is used for natural persons, it applies equally to women and men. Gender-specific forms shall be used when referring to specific natural persons.