Gerald Schank, Urbacher Weg 10, 51149 Cologne, Germany (hereinafter referred to as Gerald Schank), provides services to the customer only in accordance with the following General Terms and Conditions:

§ 1 Conclusion of contract

A contract is only concluded between the parties after written confirmation by Gerald Schank. The written confirmation is equivalent to the provision of the respective service or the invoicing of the service.

§ 2 Delivery dates

1. delivery dates are only binding if they have been confirmed in writing by Gerald Schank.

2. should Gerald Schank fail to meet a delivery date, he shall be granted a reasonable grace period for delivery.

3. if the grace period expires without result, the customer shall be entitled to withdraw from the contract. Compensation for demonstrable damage caused by delay can only be demanded up to the amount of the customer's own performance (order value less external costs already incurred).

4. operational disruptions - both at Gerald Schank and in the company of a subcontractor - which affect the production and transportation of the service, in particular strikes, lockouts and all other cases of force majeure, shall release Gerald Schank from compliance with the agreed delivery date. Gerald Schank may, at its discretion, postpone the delivery for the duration of the hindrance and a reasonable start-up time or withdraw from the part of the contract that has not yet been fulfilled. This shall also apply if these hindrances occur during a delay in delivery.

§ 3 Customer obligations

1. the customer is obliged to provide all information relevant to the fulfilment of the order in writing. After acceptance by the parties (e.g. countersignature), the information shall become part of the contract as Annex 1. Should information or parts thereof be missing, Gerald Schank is otherwise entitled to implement the order at its own discretion.

2. the customer assures that all templates provided by him or requested by him (e.g. scripts, image and sound materials, illustrations, accessories, decorations, etc.) may be used within the scope of the order and its utilization irrespective of possible rights of third parties, or that the customer has had the corresponding rights granted to him. In this respect, Gerald Schank is not obliged to check or acquire the corresponding rights. The same applies if Gerald Schank draws the customer's attention to the unresolved legal situation in the case of templates used independently of the customer's wishes. Should Gerald Schank nevertheless endeavour to do so, the costs incurred shall be borne by the customer. Should Gerald Schank not be entitled to use the templates, contrary to the customer's assurance, the customer shall indemnify Gerald Schank against claims by third parties.

3. in the event that Gerald Schank submits preliminary or interim services to the customer, the customer is obliged to check the templates immediately, to notify Gerald Schank of any defects in writing and to declare approval in the absence of defects. If Gerald Schank does not receive a notification of defects within 2 weeks of the submission to the customer, the approval for further processing shall be deemed to have been tacitly granted.

§ 4 Fees and remuneration

1. unless otherwise agreed, the amount of the remuneration to be paid by the customer shall be based on Gerald Schank's current price list. The remuneration is exclusive of statutory VAT. Unless otherwise agreed, 40% of the total remuneration is to be understood as license fees for the granting of rights in accordance with the order or these General Terms and Conditions. 

2. the remuneration shall be due as follows: 35% upon placement of the order, 30% upon delivery of the respective service, 35% upon acceptance. Gerald Schank shall be entitled to demand further reasonable payments on account and/or advance payments if this appears necessary due to the scope of the order or necessary preliminary work.

3. in the event of premature termination of the contract, payments already made by Gerald Schank shall not be refunded, unless the customer proves that Gerald Schank has incurred low costs. In this case, Gerald Schank is obliged to refund any monies received in excess. If Gerald Schank has incurred costs over and above the advance payments, these shall be reimbursed by the customer upon premature termination of the contract.

4. if the payment deadline is exceeded by 10 days, interest of 8% above the respective prime rate shall be due from the due date of the respective claim without reminders. The right to assert further claims for damages caused by default is expressly reserved.

5. if flat rates are agreed for the agreed service and if services have already been released in accordance with § 3 paragraph 3, expenses for changes made at the request of the customer shall be charged separately. Unless otherwise agreed, the amount of remuneration shall be based on Gerald Schank's current price list. 

6. the customer shall bear all travel expenses of Gerald Schank or third parties commissioned by him within the scope of the order. The amount of reimbursement shall be based on the general rates of the Federal Ministry of Finance. Exceptions to this are train and air travel, which shall be invoiced in the amount of the expenses incurred, whereby Gerald Schank shall be entitled to travel 1st class by train and to use business class on air travel in case of doubt.

§ 5 Rights of use

1. The parties agree that the services of Gerald Schank enjoy protection as works within the meaning of the Copyright Act.

2. only upon receipt of the entire agreed remuneration shall Gerald Schank grant the customer all rights of use under copyright law, limited in terms of territory to the Federal Republic of Germany and limited in terms of time and content to the contractually agreed purpose. The granting of further rights of use requires the prior written consent of Gerald Schank. 

3. changes to the services provided by Gerald Schank, including the copyright identification, regardless of whether on the original or reproduction pieces, and the transfer of the rights of use, also in parts, to third parties requires the prior written consent of Gerald Schank. In this respect, Gerald Schank has a right to information from the customer at any time regarding the type and scope of use of the respective service.

4. Gerald Schank warrants that the respective service, with the exception of the templates in accordance with § 3 paragraph 2, is free of third-party rights and that its utilization does not conflict with corresponding third-party rights. In this respect, Gerald Schank shall indemnify the customer against third-party claims. 

5. Gerald Schank is entitled to name itself on the service (e.g. opening and closing credits), its packaging or in the context of reproduction in a customary place. The customer is obliged to name Gerald Schank in the context of the utilization of the service in the usual market places.

6. suggestions and instructions of the customer for technical, creative and other reasons as well as his other cooperation have no influence on the amount of the remuneration. Should this result in co-authorship on the part of the customer, the customer hereby grants Gerald Schank all copyrights exclusively and without restriction in terms of time, place and content.

7. Gerald Schank is entitled to use specimen copies of the services for its own advertising purposes.

§ 6 Confidentiality

1. Gerald Schank and the customer are obliged to maintain confidentiality regarding all information that comes to their knowledge in connection with the contract and is not intended for public dissemination. Insofar as Gerald Schank engages third parties to fulfil his tasks, he is obliged to oblige them to maintain confidentiality accordingly. 

2. the duty of confidentiality shall continue to apply beyond the end of the contract until the time at which the respective information is generally known.

3. irrespective of this, Gerald Schank is entitled to inform third parties, e.g. the press, about its services and the cooperation with the client.

§ 7 Acceptance

The customer is obliged to accept the service within 2 weeks of receipt if it has been properly provided. Notification of defects by the customer must be made in writing. After expiry of the above period without complaint, the respective service shall be deemed to have been accepted irrespective of its correctness.

§ 8 Liability for defects

1. Gerald Schank shall grant the customer liability for defects for all services in accordance with the statutory liability period for defects from acceptance by the customer in 

accordance with § 7.

2. purely tasteful or stylistic inconsistencies shall not be considered defects; in this respect, Gerald Schank shall have freedom of design within the scope of the order.

3. in the event of approval by the customer in accordance with § 3 paragraph 3, any reference to defects that were already recognisable in the template shall be excluded.

4. in the event of defects, the customer shall be obliged to notify Gerald Schank of these in writing immediately after becoming aware of them, providing a comprehensible description of the respective defect. Gerald Schank shall attempt to rectify the defect as soon as possible. After three unsuccessful attempts to rectify the defect, the customer is entitled to withdraw from the contract. Gerald Schank reserves the right to refuse to rectify the defect at any time, but hereby loses the right to remuneration.

§ 9 Liability

1. Gerald Schank shall be liable for intent and gross negligence and for the absence of warranted characteristics in the amount of the foreseeable damage.

2. Gerald Schank shall only be liable for slight negligence if an obligation is breached, compliance with which is of particular importance for achieving the purpose of the contract (cardinal obligation). Liability is limited to the amount of the respective remuneration.

3. Gerald Schank shall not be liable for the admissibility of the respective service under competition, copyright and trademark law. This also applies to the registrability and protectability of the respective service. Gerald Schank shall inform the customer of recognisable risks to the best of its knowledge and belief.

4. originals of the respective service shall be sent by the contracting parties by courier/messenger. The risk of accidental loss during shipment and return shall be borne by the respective sender. If originals are lost during shipment by Gerald Schank despite the greatest care on the part of Gerald Schank, without Gerald Schank being solely responsible for this, this shall not affect the customer's obligation to pay remuneration. In this case, Gerald Schank shall be obliged to procure a replacement original.

§ 10 Final provisions

1. if the customer also uses General Terms and Conditions, the contract shall be concluded even without express agreement on the inclusion of General Terms and Conditions. Insofar as the content of the various General Terms and Conditions is identical, these shall be deemed to have been agreed. 

Conflicting individual provisions shall be replaced by the provisions of dispositive law. The same applies in the event that the customer's terms and conditions contain provisions that are not contained in these terms and conditions. If these Terms and Conditions contain provisions that are not contained in the customer's Terms and Conditions, these Terms and Conditions shall apply.

2. amendments and supplements to the General Terms and Conditions must be made in writing to be effective. The waiver of the written form requirement must also be in writing to be effective.

3. Should a provision be or become invalid, this shall not affect the validity of the remaining terms and conditions.

4. the contractual relationship shall be governed by the law of the Federal Republic of Germany, with the exception of provisions referring to the application of foreign law. The place of jurisdiction, as far as permissible, for all disputes arising from this contractual relationship is Cologne.