General Terms and Conditions (GTC)
of CORPORATE INSPIRATION GmbH, represented by the managing directors Adrian Bedoy & Torben Köster, San-Remo-Str. 1, 40545 Düsseldorf
1. General
1.1 Scope of Application
CORPORATE INSPIRATION GmbH develops concepts, strategies and project plans and produces photography of all kinds, commercials, short films, feature films, videos and other films (hereinafter referred to as “Recordings”) on behalf of its respective client.
The production and licensing of these Recordings by CORPORATE INSPIRATION GmbH shall be carried out exclusively on the basis of the following General Terms and Conditions (GTC). These shall also apply to all future production and licensing agreements unless expressly agreed otherwise in individual contracts.
These GTC apply as of 01 September 2022.
1.2 Third-Party Terms
Any terms and conditions of the client that deviate from these provisions shall not be recognized. Such deviating terms shall not become part of the contract even if CORPORATE INSPIRATION GmbH does not expressly object to them.
2. Production
2.1 Cost Estimate
Cost estimates of CORPORATE INSPIRATION GmbH are non-binding. Cost increases shall only be communicated if the originally estimated total costs are expected to be exceeded by more than 15%.
2.2 Subsequent Change Requests / Scope Extensions
Subsequent change requests by the client and scope extensions commissioned during or after completion of the project require a separate agreement and shall be remunerated separately.
2.3 Authorization to Engage Third Parties
If the execution of the project requires services from third parties or the conclusion of contracts with third parties, CORPORATE INSPIRATION GmbH is authorized to enter into such obligations in the name and on behalf of the client.
2.4 Briefing
The client’s briefing and all documents, templates and information provided shall be deemed final specifications and form the basis for calculations, cost estimates and production.
If no written documents are provided, the Pre-Production Meeting (PPM), prior email correspondence, memory protocols and call notes prepared by CORPORATE INSPIRATION GmbH shall form the basis.
2.5 Artistic Discretion
Employees of CORPORATE INSPIRATION GmbH have artistic freedom when producing the Recordings, while observing binding client requirements. Complaints regarding artistic discretion are excluded. Subsequent changes require a separate agreement and remuneration.
2.6 Client’s Own Footage
If the client requires the use of its own production material, it must be delivered in a quality corresponding to the final format (minimum 2K) in due time. The client warrants that it holds the necessary rights and shall be liable pursuant to Section 7.3.
If additional adaptation is required, the client shall bear the costs.
2.7 Defects / Acceptance
If the client or its representative is present during production, they must inspect the material on set and immediately report defects. Otherwise, the Recordings are deemed approved.
If not present, the final version will be delivered for review. Defects must be reported without delay, no later than 14 days after delivery. After this period, the Recordings are deemed accepted (§ 640 para. 2 BGB).
2.8 Availability
If the client is not present during production, the client must ensure constant availability by phone or electronic communication for short-notice decisions.
2.9 Client Cooperation Obligations
The client must ensure timely provision of required information, goods, approvals, bookings, locations, models etc.
If delays occur within the client’s sphere, the client shall bear resulting costs, including staff fees and additional expenses.
2.10 Releases
CORPORATE INSPIRATION GmbH shall obtain necessary consents for persons and objects in accordance with KUG, GDPR and applicable law.
If the client assumes this obligation, the client shall indemnify CORPORATE INSPIRATION GmbH against third-party claims unless no fault exists.
2.11 Music Licenses
Music licenses shall be acquired on behalf of the client according to agreed usage. Applicable GEMA or other license fees shall be invoiced to the client.
2.12 Delivered Items
Perishable items provided by the client may be disposed of after production.
Non-perishable items shall be returned at the client’s expense.
2.13 Selection of Footage
CORPORATE INSPIRATION GmbH selects the sequences presented for acceptance. Usage rights apply only to accepted sequences.
There is no obligation to deliver all raw material.
2.14 Delivery Deadlines
Delivery dates are agreed before production. Deadlines may be extended due to client changes, client delays or circumstances within the client’s sphere.
2.15 Force Majeure
Force majeure (e.g. strikes, unrest, pandemics, disasters, war, power outages, technical failures) extends deadlines.
If such events last longer than three months, either party may withdraw. Work performed must be remunerated proportionally.
3. Production Fee / Expenses / Invoicing
3.1 Cancellation
If the client cancels before completion, CORPORATE INSPIRATION GmbH is entitled to the agreed fee plus incurred third-party and cancellation costs.
Both parties may terminate for cause pursuant to § 648a BGB.
3.2 Overtime
If production time is exceeded for reasons not attributable to CORPORATE INSPIRATION GmbH, agreed hourly rates (including surcharges) apply.
3.3 Additional Services
Additional services beyond the agreed scope shall be billed based on time spent.
3.4 Expenses
The client shall reimburse all production-related expenses (e.g. editing, models, travel, stylists).
3.5 Payment / Advance
For productions above €10,000 net:
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40% upon contract conclusion
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30% after production performance
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remainder after acceptance and final invoice
Otherwise, reasonable advances may be requested.
3.6 Transfer of Usage Rights
Usage rights transfer only after full payment of fees and expenses.
3.7 VAT and Artist Social Security
VAT and artist social security contributions (Künstlersozialabgabe) shall be charged in the statutory amount.
3.8 Electronic Invoicing
Invoices may be issued electronically; the client agrees to electronic delivery.
4. Grant of Rights
4.1 Individual License / Self-Promotion
The client receives usage rights only to the contractually agreed extent.
CORPORATE INSPIRATION GmbH and involved parties may use the material for self-promotion.
If no specific agreement exists: simple, non-transferable rights limited to Germany, Austria and Switzerland for 3 years for the specified purpose.
4.2 No Transfer to Third Parties
Transfer or sublicensing requires prior written consent and may depend on payment of an additional license fee.
4.3 No Editing
Use is permitted only in original form unless written approval is granted.
5. Ownership
All materials delivered remain the property of CORPORATE INSPIRATION GmbH unless otherwise agreed.
6. Data and Digital Processing
6.1 Delivery / File Format
Selected recordings and related files are delivered after completion. Format is agreed; otherwise determined by CORPORATE INSPIRATION GmbH.
No obligation to archive material after delivery.
6.2 Digital Transfer
Digital distribution is permitted only insofar as required for exercising granted usage rights.
7. Liability of CORPORATE INSPIRATION GmbH
7.1 Scope
Liability exists only for intent or gross negligence, except for essential contractual obligations and personal injury.
7.2 Third-Party Services
No liability for services of third parties contracted on behalf of the client.
7.3 Use of Recordings
No liability for legal admissibility of usage (e.g. trademark, competition law).
The client bears responsibility for materials provided and indemnifies CORPORATE INSPIRATION GmbH against third-party claims.
7.4 Viruses / Cyber Risks
No liability for damages caused by viruses, hacking etc., subject to Section 7.1.
7.5 Limitation Period
Claims expire after one year except for intent, gross negligence or personal injury (statutory periods apply).
8. Client Liability
8.1 Materials
The client is liable for materials until returned and bears return risk and costs.
8.2 Breach of Usage Rights
Unauthorized use, editing or transfer triggers a contractual penalty of 200% of the license fee, minimum €10,000, without prejudice to further damages.
The client must indemnify CORPORATE INSPIRATION GmbH against third-party claims.
9. Confidentiality
9.1 Client Confidentiality
If concepts are not produced, the client must keep them confidential and not use them.
Breaches trigger a contractual penalty plus potential damages.
9.2 Company Confidentiality
CORPORATE INSPIRATION GmbH treats client information confidentially but may share it with selected third parties for contract performance under confidentiality obligations.
10. Final Provisions
10.1 Severability
Invalid provisions do not affect the remainder of the contract; a valid provision closest in intent shall apply.
10.2 Governing Law and Jurisdiction
German law applies.
If the client has no general place of jurisdiction in Germany or relocates abroad, the registered office of CORPORATE INSPIRATION GmbH shall be the place of jurisdiction.