GENERAL TERMS AND CONDITIONS

1. Scope of Application
1.1 All deliveries and services provided by Defbeat Media / Defbeat Records, Röhricht/Kalirad GbR, Körnerstrasse 1a, 33602 Bielefeld (hereinafter referred to as "Agency") are based on these General Terms and Conditions (hereinafter referred to as "GTC") and are part of all contractual relationships and related legal transactions between the Agency and its contractual partners (hereinafter referred to as "Client"). The GTC apply as a framework contract/conditions between the Client and the Agency for each conclusion of individual contracts and/or ongoing contracts with the Client, even if they are not explicitly agreed upon again. The Client acknowledges them as legally binding upon the first contract conclusion, unless a different arrangement is expressly agreed upon in writing or in electronic form (§ 126a BGB).

1.2 If the Agency acts as the Client for a subcontractor in the nature of the respective contractual relationship or if the Agency commissions a service from a third party that is provided to fulfill a service obligation of the Agency towards its Client, the contractual relationship with the subcontractor (hereinafter referred to as "Service Provider") also falls within the scope of these GTC.

1.3 The Agency rejects all conditions of the Client and the Service Provider to the extent that they conflict with the Agency's GTC. In this case, the parts of the Client's conditions that do not contradict these GTC remain fully valid alongside these GTC. For the conflicting parts, the GTC mentioned here take precedence. In the event of invalidity, the statutory regulations apply.

1.4 Deviations from these GTC are only effective if the Agency confirms them in writing or in electronic form (§ 126a BGB). This applies particularly to ancillary agreements made verbally, over the phone, via fax, or telegraphically, as well as to guarantees or previously made arrangements of any kind.

2. Conclusion of Contract, Durations, Contract Changes, and Projects
2.1 The general content, processes, and provisions of project-specific orders are regulated between the Agency and the Client through a project-specific briefing. The briefing includes a general description of the services.

2.2 Based on the briefing, the Agency can offer the Client the implementation of orders by sending a written proposal. The order proposal includes a description of services. The Client can accept the order proposal by providing a written order confirmation. From the moment the acceptance is received, the commissioning is legally binding for the described scope of services, and the order is placed. An oral or telephonic commissioning of the Agency by the Client is always possible. The Agency will then briefly confirm the agreement in a message (in writing, e.g., via email, SMS, WhatsApp, Facebook, messenger services, by letter, and/or by fax). This confirmation is considered a confirmation of the contract conclusion according to the rules of commercial confirmation letters, which the Client must accept unless they immediately object.

2.3 Each offer from the Agency is binding for 10 days from the date of issuance of the offer. If the Client does not confirm the order within this period, the contract is only legally concluded if the Agency agrees to it.

2.4 Cost estimates from the Agency are non-binding and subject to change.

2.5 The Client commits to providing their orders, promises, and any changes in a timely manner within all project/additional agreements, so that the Agency can perform all tasks entrusted to them smoothly and on schedule without additional costs or loss of quality. If this is not the case, the Agency may refuse to accept the order.

2.6 Significant changes, additional requests, or supplementary services require both parties to appropriately adjust the remuneration, completion dates, and deadlines, as well as the description of services. The Agency will promptly inform the Client if additional costs arise. All commitments, changes, or instructions will be documented in additional agreements and/or in briefings/protocols, emails, SMS, WhatsApp, Facebook, messenger services, letters, and faxes.

2.7 To fulfill the services commissioned by the Agency and to implement individual projects, the Agency reserves the right to subcontract work at the expense and risk of the Client to freelancers on a fee basis and/or to recommend and/or mediate suitable third-party providers to the Client. The Agency will invoice the Client for the services provided by third parties and/or establish a direct contractual relationship between the Client and the third-party provider.

2.8 If a permanent order is agreed upon, e.g., in the form of a consulting or framework contract, the commissioning of the Agency will be for an indefinite period unless a fixed term is agreed upon. If a minimum contract duration is agreed upon, the contract relationship cannot be terminated by the Client before the expiration of the minimum contract duration. The notice period after the expiration of the minimum contract duration is 3 months.

3. Remuneration
3.1 The prices stated in the respective offer from the Agency are decisive. Additional services will be billed separately (see also 3.4 of the GTC).

3.2 For remuneration based on time, this is based on the current daily rate or hourly rate. If the respective offer does not specify a daily rate beyond the description of services, the daily rate applied in the last commissioning by the Client will always be used. The billing interval for hourly rates is every half hour. Started half hours are charged in full.

3.3 If a flat fee is agreed upon, the effort is measured against the respective target agreement or the successful completion of the respective project(s). If no specific target or a specific number/description of the projects is agreed upon, the respective daily/hourly rate of the Agency will be used as a benchmark for determining the scope of services owed by the Agency. If a flat fee is listed for a precisely or approximately defined scope of services, the scope of services serves a purely descriptive function and is not binding. If individual services are not called upon by the Client and/or do not arise in the respective billing interval, or are not provided by the Agency for reasons that it is not culpable for, there is no entitlement to a refund of the remuneration in whole or in part, or to the fulfillment 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 from third parties will be billed separately.

3.5 The daily rate only includes the remuneration for working time. Special expenses such as travel costs, expenditures, etc., will be billed separately.

3.6 Invoicing occurs after the completion of the product or after the completion of previously defined milestones and/or modules. If these are fulfilled, they will be invoiced according to actual effort. For framework contracts, invoicing occurs according to the agreed billing intervals (e.g., weekly, monthly, annually, etc.). All invoices are due immediately upon receipt and payable without deduction.

3.7 Objections regarding the incompleteness or incorrectness of the invoice must be raised by the Client immediately, but at the latest within 1 week of receipt (exclusion period), or in the case of hidden defects within 10 days after detection, in writing. The goods must be in the condition of the claimed defect and must be submitted to the Agency for inspection or returned.

3.8 All characteristics that may be subject to subjective assessment cannot be the subject of complaints about defects. This particularly relates to artistic design, use of colors, sounds, editing, color grading, or animations.

3.9 The Client's warranty claims are limited to the right to remedy the defect or replacement delivery by the Agency. The Agency must be given a reasonable period for this. If the remedy or replacement delivery fails, the Client has the right to reduce the remuneration.

4. Deadlines for Completion and Submission Dates
4.1. The adherence to deadlines for completion, as well as all agreed dates, always requires the timely and proper fulfillment of the obligations incumbent upon the Client, particularly compliance with delivery deadlines for data, tape, and film material to be processed, access to locations and premises, provision of contacts to responsible contacts, and prompt responses to inquiries, etc. If the Client does not fulfill their obligations in a timely or proper manner, a reasonable extension of deadlines and dates will occur.

4.2. Deadlines and dates begin at the earliest with the clarification of all contractual conditions and technical details (briefing) and the provision of any required source materials, documents, and/or permits by the Client and/or by authorities. Delivery deadlines are generally non-binding unless it is explicitly and documented in writing that they are fixed transactions and/or the Agency has confirmed the delivery deadlines in writing as binding.

4.3. In the case of significant changes according to Section 2.2, a reasonable extension of the deadlines and dates will occur.

4.4. The Agency is entitled, as far as reasonable, to provide partial services and to invoice these.

5. Services, Delivery, Shipping, and Transfer of Risk
5.1. For audiovisual products, music productions, audio tracks, etc., delivery will always be made digitally if possible. By sending a download link and the resulting ability for the Client to download the file, the Agency has fulfilled its obligation. The Agency will always choose output formats that are "common." The Agency does not guarantee the playability of the format on the Client's individual end device. The shipment of physical media only occurs after prior consultation and individual order.

5.2. The Agency is entitled to send all completed products mentioned in Section 5.1 with a watermark. This creates the obligation for the Client to pay the remuneration. Only when the remuneration has been fully paid will the final version, free of watermark, be delivered to the Client.

5.3. In the case of shipping or delivery of products, the risk passes to the Client as soon as the contractual item is dispatched or handed over to the person or company executing the transport. If shipping is delayed without the Agency's fault, the risk passes to the Client with the notification of readiness for shipping.

5.4. In the case of pickup, the risk passes to the Client upon handover of the contractual item.

6. Retention of Title and Security Rights
6.1. The contractual item remains the property of the Agency until full payment has been made by the Client. If the Client sells the contractual item before full payment, they assign their claim against the third party to the Agency until all outstanding claims have been settled. The Agency accepts this assignment.

6.2. Pledges, security transfers, and other dispositions by the Client are prohibited as long as the retention of title exists.

6.3. If the Client further processes the contractual item, the Agency immediately acquires ownership of the produced item. In the event of the connection, mixing, or processing of items from several reserved owners, the Agency acquires ownership of the produced item in proportion to the value of its share to the total value of the produced item.

6.4. In the case of seizures or other interventions by third parties, the Client must promptly notify the Agency in writing so that the Agency can file a third-party objection. To the extent that the third party is not able to reimburse the Agency for the judicial or extrajudicial costs of a third-party objection, the Client is liable for the loss incurred by the Agency.

6.5. In the event of default, the Agency is entitled to disclose all security rights and to enforce the claims and rights arising from them. In this case, the Client is obliged to promptly provide the Agency with all documents, especially contracts and delivery notes, related to the claim or right to be enforced; the Client must provide any necessary information for the enforcement of the claim or right without delay.

7. Copyright and Usage Rights, Disclaimer
7.1. If copyrights, co-authorship rights, or editing rights arise during the fulfillment of the order by the Agency, these remain with the Agency. Under the condition of revocation, e.g., in the presence of important reasons, the Agency grants the Client simple, non-transferable, non-exclusive usage rights that are necessary for the Client within the framework of the contractual object, unless other usage rights are included in the offer.

An important reason for revocation is particularly the non-payment of the due remuneration by the Client to the Agency within the set or legally prescribed payment period.

7.3. The Client does not acquire ownership of the Agency's work results at any time. Ownership rights as well as all copyrights to all creations produced by the Agency and provided to the Client for use, such as any name rights, logos, texts in word/writing/image, photo, video, and film recordings, slogans, campaigns, claims, animations, renderings, concepts, graphics, files, etc., remain with the Agency.

7.4. The Client assigns to the Agency all usage rights necessary for the fulfillment of the commissioned services for the data provided by the Client (text, still and moving images, sounds).

7.4. If, within the framework of the commissioned order, copyrights and/or editing rights of third parties are affected, the Client guarantees to the Agency that the processing subject to the contract remains within the scope of the usage/editing rights granted by the third party. The Client indemnifies the Agency from any claims by third parties due to infringements of copyright or editing rights. If the Agency creates a video for the Client from third-party material, for which there are or may be evident third-party rights, the Agency is not liable for resulting copyright infringements. Any publication by the Client always occurs at their own risk.

7.5. All computer files and the associated rights remain with the Agency. Open projects, project files, graphic files with individual layers, etc., will never be handed over to the Client.

8. Project and Process Files, Data, Tape, and Film Material
8.1. The Agency has no obligation to retain the data, tape, or film material provided for processing or created by itself beyond the processing period. Retention of project and process files, data, tape, and film material beyond the processing time of a project is not part of the Agency's service obligations. Any liability for non-existent material is excluded.

8.2. The data, tape, or film material provided by the Client, as well as materials, documents, or data handed over for planning and implementation of projects and events, will only be returned or stored at the Client's express prior request and cost. Otherwise, the Agency is entitled to destroy the material provided.

8.3. The Agency will only retain, document, and make accessible project and process files, data, tape, and film material it has created at the express prior request and cost of the Client. Any liability for the loss of retained material is excluded (see also 12.10).

9. Data Protection, Client Protection
9.1. The Agency and the Client ensure confidentiality in the course of business transactions. The Agency and the Client commit to treating all information obtained through mutual business transactions strictly confidential for an indefinite period, protecting it against third-party access, and using it only in the interest of the business transactions and the fulfillment of the respective order. This particularly applies to briefings, offers, contracts, fees, prices, products, plans, market data, manufacturing methods, documents, contact details, and the like.

9.2. The Agency is entitled to include the Client's logo in its own reference list and to use it for self-promotion without needing separate permission. Furthermore, the Client agrees that the work results (results/products) and possibly the work processes and project progress (making-of) will be documented and used for the Agency's self-promotion in both online and offline areas.

9.3. The Client expressly waives contacting subcontractors or partner companies that the Agency engages or mediates for fulfilling its services directly and/or commissioning them through third parties, thus circumventing the Agency. The Client commits to making all communication with third-party providers mediated by the Agency accessible to the Agency or to directly copy the Agency in such communications.

9.4. If the Agency acts as the Client for a subcontractor commissioned to fulfill the Agency's service obligations, the subcontractor agrees not to directly approach the Client of the Agency and/or contact them outside of the contractual relationship. The subcontractor is subject to a non-competition clause, which they accept by accepting the Agency's order, without the need for separate confirmation. The subcontractor will act as part of the Agency in the fulfillment of the order, meaning no independent branding will be performed, whether of products or personal clothing, etc., no business cards will be issued, and no logo insertions will be made in projects, etc. The Client of the service provider is always the Agency in this case. There is no direct reference to the Agency's Client. The inclusion of the Agency's Client in the service provider's own reference list is prohibited. Self-promotion with the work results generated within the framework of the respective order will not be publicly made or used for self-promotion by the service provider. Furthermore, the service provider is expressly bound by the provisions of 9.1 of these GTC.

10. Further Obligations of the Client
10.1. The Client is obliged to ensure full insurance coverage for items handed over by the Agency, particularly for data, tape, and film material. In addition, the Client is liable for valuables and equipment of the Agency stored in the Client's premises.

10.2. The Client is obliged to keep suitable security/backup material or samples available for the replacement of the source material.

10.3. The Client is obliged to promptly inform the Agency of any changes in address, company name, and rights holders, to inform any third-party rights holders of these GTC, and to obtain their written consent.

11. Complaints and Warranty
11.1. Complaints about defects or other objections must be made promptly, but no later than within 10 days of receipt of the delivery (exclusion period), or in the case of hidden defects, within 10 days of detection, in writing. The goods must be in the condition of the alleged defect and must be handed over to the Agency for inspection or returned.

11.2. All characteristics that may be subject to subjective assessment cannot be the subject of complaints about defects. This particularly applies to artistic design, use of colors, sounds, editing, color grading, or animations.

11.3. The Client's warranty claims are limited to the right to remedy the defect or replacement delivery by the Agency. The Agency must be given a reasonable period for this. If the remedy or replacement delivery fails, the Client has the right to reduce the remuneration.

12. Liability
12.1. The Agency is liable, unless otherwise regulated in the following clauses, only in cases of intent or gross negligence.

12.2. The Agency is not liable for indirect damages, consequential damages, lost profits, or missed savings.

12.3. The risk of the legal admissibility of the commissioned services is borne by the Client. This particularly applies in the event that advertising measures and/or publications violate the regulations of competition law, copyright law, press law, youth protection, “right to one’s own image,” etc., or if necessary official permits for the proper execution of projects are missing. The Agency is excluded from liability under the new GDPR for film and/or photo recordings. The Agency is not liable for content in commissioned work. Any publication of the work by the Client always occurs at their own risk.

12.4. The Agency is not liable for factual statements about the Client’s products and services included in advertising measures.

12.5. In the case of the Agency's services within the framework of orders in the field of event and/or project management, the Client explicitly releases the Agency from any liability that may arise from the operation/implementation of an event or from the implementation of a project, e.g., regarding materials, facilities, technical devices, equipment, or similar; particularly for any damages that may occur to individuals.

12.6. The Agency is not liable for breaches of duty by third-party providers or service providers, even if the Agency has directly commissioned them to fulfill its own agreed services. In such cases, the Client is always to hold the responsible party liable.

12.7. Any damages will be handled by the Client through their liability insurance.

12.8. Claims for damages against the Agency are excluded as long as they do not arise from intentional or grossly negligent breaches of duty by the Agency. Any further liability for damages beyond what is provided in these GTC is excluded, regardless of the legal nature of the claimed entitlement.

12.9. To the extent that the Agency's liability is excluded or limited, this also applies to the personal liability of the Agency's employees, workers, officers, representatives, and agents.

12.10. The Agency is not liable in the event of the loss of visual material or for missing or unrecorded scenes. The Agency is also not liable if the technical equipment used (e.g., camera, recording device, microphones, lights, etc.) does not function and thereby makes the Agency’s performance impossible.

12.11. The liability limitations or exclusions according to sections 12.1, 12.2, and do not apply to any legally prescribed strict liability, particularly under the Product Liability Act.

13. Jurisdiction and Applicable Law
13.1. Place of performance and jurisdiction is the competent court at the Agency's registered office.

13.2. Only the law of the Federal Republic of Germany applies, excluding all international agreements.