GENERAL TERMS AND CONDITIONS
yolo productions GmbH, Graf-Recke-Straße 41, 40239 Düsseldorf Stand: 27. Februar 2023
The English translation is for guidance only. The German language is legally binding.
This document contains:
- General Terms and Conditions for orders to yolo productions GmbH (hereinafter yolo productions), Graf-Recke-Straße 41, 40239 Düsseldorf regarding the development, conception, marketing and implementation / production of media content
- General Terms and Conditions for orders from yolo productions GmbH, Graf-Recke-Straße 41, 40239 Düsseldorf to third parties.
- General Terms and Conditions for orders to yolo productions GmbH (hereinafter yolo productions), Graf-Recke-Straße 41, 40239 Düsseldorf regarding the development, conception, preparation and implementation / production of media content. (available here)
1. Application and definitions
- yolo productions GmbH, Graf-Recke-Straße 41, 40239 Düsseldorf, Germany, which presents these General Terms and Conditions, is hereinafter referred to as „yolo productions or contractor“; the other party as „client“ or „tenant“.
- The terms „order“, „contractor“ and „principal“ shall be understood in the commercial sense. The „contract“ means the contractual relationship irrespective of the type of contract, „contractor“ means the person who owes the principal service, „principal“ means the person in whose name the principal service is ordered.
- The following conditions are the exclusive terms and conditions for all orders placed with yolo productions.
- The client accepts these conditions for the given order and all orders placed in the future up to an effective inclusion of deviating conditions and renounces the validity of own general business and delivery conditions. These shall only become part of the contract – in whole or in part – if yolo productions explicitly accepts these conditions in writing for the respective order.
- These General Terms and Conditions apply regardless of in whose name the client concludes the contract with yolo productions (in his own name or in the name of a third party). If the third party has not agreed to the contract concluded in his name, the customer is the contractual partner.
2. Scope of services
- The nature and scope of the services provided by yolo productions to the respective principal result from the offer/cost estimate of yolo productions of which these General Terms and Conditions are an integral part.
- Illustrations, layouts and descriptions by yolo productions are for illustration purposes only and are only „approximations“. No guarantee of compliance is given.
3. Placing of order
Offers of yolo productions are non-binding and subject to change. The binding order is placed by countersigning and returning the offer or cost estimate confirmed by the client and by written (text form via e-mail is sufficient) order confirmation from yolo productions or by recording the actual execution of the order by yolo productions.
4. Terms of remuneration
- The remuneration for the services provided by yolo productions results from the respective individual offer/cost estimate of yolo productions, otherwise from the respective valid price list of yolo productions.
- All amounts to be paid shall be understood plus the statutory value added tax in the respective statutory amount at the time of invoicing. They apply under the reservation that the underlying order data on the behalf of the client and offers and/or costs of possible suppliers of yolo productions remain unchanged. Possible changes are calculated separately in agreement with the client. Social security contributions for artists, customs duties or other charges, even those arising subsequently, shall be passed on to the client.
- Unless otherwise agreed, yolo productions is entitled to remuneration for each individual service as soon as it has been rendered.
- Clients acting on behalf of a third party shall remain liable to yolo productions, irrespective of the solvency and morality of the third party or its customer.
- If no order has been placed but yolo productions services are used, the provision of which can normally only be expected against payment, yolo productions shall be remunerated as usual for these services by the client to yolo productions.
- If a deadline regarding the providing services cannot be met on behalf of yolo productions due to force majeure, illness, an accident or other circumstances for which yolo productions is not responsible, yolo productions is entitled to make up for the services on a newly agreed date within 6 (six) months after the missed date, for the exclusion of any obligation to pay damages. In this case, the client is not entitled to reduce the remuneration.
- yolo productions is entitled to refuse performance for the duration of a culpable violation of certain duties to cooperate by the client.
- If a fixed date cannot be met by the client, yolo productions will try to reschedule the date. Any additional costs incurred as a result shall be borne by the customer. If the date cannot be changed, in case of cancellations 3 (three) months or more prior to performance of the service 25%, 2 (two) months or more prior to performance 50%, 1 (one) month prior to performance 70% and 3 (three) days prior to performance 100% of the fee must be paid by the client to yolo productions.
- In the event of changes to services and additional services, agreed dates shall be postponed by the period required, the duration of the examination, the duration of the coordination and, if applicable, the duration of the resulting implementation or additional work, plus an appropriate period for coordination of the additional work.
- yolo productions is entitled to offset payments initially against older debts of the client, regardless of their legal basis. If costs and interest have already been incurred, yolo productions is entitled to offset the payments first with the costs, then with the interest and finally with the main claim.
- The client can only set off claims of yolo productions against undisputed or legally established claims.
- The client undertakes to indemnify yolo productions internally from all liabilities which are based on external services which yolo productions has commissioned for the provision of services of the client in its own name and for its own account from Its suppliers. This includes in particular the assumption of costs.
- If the principal modifies or cancels orders, work, planning and the like or changes the conditions of the provision of services, he will reimburse yolo productions for all resulting costs and exempt yolo productions from all liabilities towards third parties.
- All additional services that exceed the agreed scope of services will be charged separately according to time spent in coordination with yolo productions. The same applies to other, unforeseeable additional expenses.
- All taxes, GEMA, KSK fees, etc. are all bearers of the client as surrender of rented objects.
5. Überlassung von Mietgegenständen
- The renter must inform us of the purpose for which he is using the rented object. The renter must inform us of any circumstances affecting our interests without being asked to do so. The renter undertakes to treat the rented property with care and expertise. Subject to the proper replacement of lamps, the renter is not entitled to carry out repair work on the rented items.
- The renter undertakes to check immediately after receipt of the leased objects whether they are functional and comply with the order. Deviations with regard to number, type and quality from the order, the delivery note and / or the invoice must be notified immediately. Transport damage must be reported to us immediately, but at the latest on the 1st working day after delivery to the lessee. The acceptance of the rented items shall be deemed as confirmation of their faultless condition suitable for use in accordance with the contract.
- If defects occur in the rented items or accessories during the term of the contract or if such items are lost, the renter is obliged to inform us immediately, at the latest however on the following working day after the incident. In the event of defects in the leased object, the lessee is not exempt from paying the rent or is entitled to reduce the rent if the defect is not reported immediately upon receipt.
- The Hirer is obliged to subject all rented objects to his own insurance cover and to settle claims via his own insurance. In such cases, a claim against our insurance is excluded.
- In the event of theft, embezzlement, robbery or embezzlement by third parties or other loss of the leased property, the renter is obliged to report this event to the police without delay and to prepare a detailed damage report. Failure to comply with this obligation will result in full liability on the part of the renter.
- In the event of enforcement measures in the leased property and seizures, the renter is obliged to draw attention to the ownership situation. In such cases, he must inform us immediately.
- Payment to yolo productions is usually made in monthly amounts, depending on the scope and duration of the project. For projects with high external services, material costs, travel costs and other pre-financing, yolo productions is entitled to invoice the principal on prepayment. The exact terms of payment are agreed at the beginning of the cooperation or a project, respectively, within the framework of the preparation of an offer or placing of an order.
- Unless otherwise agreed in writing, invoices of yolo productions are due for payment immediately upon receipt without deduction.
- yolo productions is entitled to default interest of 8% above the base bank rate in the event of late payment. We reserve the right to claim higher damages. The principal reserves the right to prove a lesser damage caused by delay. If the principal is in default or if there are objectively justified doubts about his solvency, yolo productions is entitled to make further screenings dependent on the advance payment of the amount and the settlement of outstanding invoice amounts. Exception: The client provides yolo productions with securities in time in the amount of the complete remuneration and external services. yolo productions is also entitled to carry out outstanding services only against prepayment.
7. Copyrights and rights of use
- All works (idea papers, concepts, drafts, designs and other templates, working papers, etc. as well as all other provided, protectable services) of yolo productions are protected by copyright law. These regulations are also valid if the level of creation required by copyright law has not been reached. Suggestions and instructions of the principal, his employees or other third parties do not establish any participation in copyright.
- The principal grants yolo productions all rights of use and protection necessary for the implementation of the commissioned service and guarantees that he owns the rights himself (in particular copyright, trademark law, personal rights). yolo productions may also transfer the granted rights of use to third parties within the scope of providing the commissioned service.
- The principal indemnifies yolo productions from all damages, losses and expenses (including costs for legal defence) which yolo productions and its suppliers incur due to the infringement of industrial property rights and guarantees which have been transferred or guaranteed according to 7.B.
- Unless otherwise agreed, the simple right of use to the work of yolo productions shall be transferred to the principal. The transfer takes place only with the payment of the complete fee. Until then, the principal is only revocably permitted to use the transferred services. Any further use is not permitted and must be invoiced separately.
- Without the written consent of yolo productions, the modification or any form of imitation of the works provided, including the copyright designation, neither in the original nor during reproduction, is inadmissible.
- The violation of the agreed rights of use as well as the right of copyright naming entitles yolo productions to damages.
- yolo productions is entitled to information about the extent to which the services and works provided are used.
- The liability of yolo productions – as well as its legal representatives or vicarious agents – is limited to intent and gross negligence and is limited to a maximum of 15% of the respective order amount.
- yolo productions is not liable (a) for advertising content and/or the content of advertising media and (b) not for the legal admissibility of the advertising presence and is in particular not obliged to have advertising forms legally examined. The client indemnifies yolo productions from all claims of third parties – including the costs of the necessary legal defence, which can be asserted in this context and in connection with the execution of a respective form of advertising or an order.
- The above limitations of liability do not apply to damages resulting from injury to life, body or health. Otherwise, yolo productions is only liable for negligence if an obligation is violated, compliance with which is indispensable for achieving the purpose of the contract (so-called cardinal obligation). The term cardinal obligation refers to such obligations, the fulfilment of which is essential for the proper execution of the contract and on whose compliance the principal may regularly rely. In these cases, liability is limited to the foreseeable and typically occurring damage.
- Insofar as liability is excluded, this also applies to the personal liability of employees, representatives, subcontractors and other employees of yolo productions.
- All claims for damages against yolo productions expire in one year. The limitation period begins with the occurrence of the respective claim for damages and the knowledge or grossly negligent ignorance of the client of the grounds for the claim and the person of the infringer; irrespective of this, the claim for damages shall become statutebarred three years after the act of infringement. The one-year limitation period does not apply to injuries to life, body or health.
- Unless otherwise agreed in writing, the principal. Therefore, yolo productions assumes no liability for data loss.
- All regulations of §7 also apply to suppliers and other vicarious agents of yolo productions within the scope of the assignment by the principal.
- yolo productions is entitled to use implemented projects and related (company and brand logos) of the principal or end client for the purpose of self-promotion, customer consulting and public relations (e.g. by integration on the website or by submission to awards) free of charge and without time restrictions.
- The contracting parties are obliged to keep confidential all information and documents which come to their knowledge in the course of the cooperation and which are not intended to be passed on to third parties, as well as business transactions and secrets. This does not apply to information which was known to the contracting parties before conclusion of the contract or which is obvious or has become obvious through no fault of the parties or information expressly designated as nonconfidential. Furthermore, the information that is passed on to third parties in order to fulfil the obligations arising from the contractual relationship is not subject to confidentiality. However, yolo productions is expressly entitled to exchange relevant data with service providers, the respective film production or creative and media agency of a client as well as with the media/marketers in order to be able to calculate offers. The principal agrees to this exchange of information within the framework of yolo productions confidentiality obligation and also permits this exchange to his respective film production or creative and media agency.
- The use of yolo productions for the granting of conditions/discounts exceeding the agreed scope requires an express separate additional written agreement.
- All objects, goods, services, samples and works remain the property of yolo productions until full payment of all claims. In this case, the extended retention of title expressly applies.
- There is no obligation to disclose incoming invoices.
- yolo productions may use third parties for performance in its own name.
- The provisions of the UN Sales Convention shall not apply.
- The contract can be terminated by either party at the end of a month with three months‘ notice. Termination must be in writing.
- The mutual right to extraordinary termination for good cause remains unaffected. Such a reason exists in particular if one contracting party intentionally violates obligations under this contract and thereby substantially violates the interests and legal interests of the other party.
- yolo productions is entitled to terminate the contract extraordinarily, especially in case of continued default of payment by the principal towards yolo productions and its suppliers despite repeated requests as well as in case of serious violations of applicable law or these GTC. All services rendered and purchased external services up to this point in time are to be reimbursed 100% by the client.
- In the event that a principal has been granted volume, scale or special discounts and the principal withdraws from an order prematurely or submits an extraordinary termination of the contractual relationship, all benefits granted must be reimbursed to yolo productions. In this case, a pro rata calculation of the services rendered so far or the term is not permitted.
11. . Final clauses
- Should one of the above provisions be or become invalid, this shall not affect the validity of the remainder of the contract. In place of the invalid provision, the contracting parties shall allow a provision to come as close as possible in legal terms to the will of the parties.
- Place of jurisdiction and place of performance is the registered office of the Agency. The law of the Federal Republic of Germany shall apply.
1. Area of application
- The following general terms and conditions are the exclusive terms and conditions for all contracts of yolo productions GmbH, GrafRecke-Strasse 41, 40239 Düsseldorf (hereinafter „yolo productions“) to third parties (hereinafter „contractor“ or „contracting party“).
- The present terms and conditions shall apply within the scope of paragraph 1.B. defined for all orders from yolo productions to the Contractor, regardless of whether an order is placed for its own account or in the name and for the account of a third party, including issued switching orders. Only the presented conditions apply.
- The contractor/contracting party acknowledges these conditions for the present order and all orders issued in the future and waives the validity of its own general terms and conditions, and could only become – wholly or partially – part of the contract, as far as yolo productions expressly acknowledges these conditions in writing for a particular contract.
2. Contract award
The orders and bookings are made in own name in text form (by e-mail, fax or in writing). All orders from yolo productions require the order confirmation from the respective contractor in text Form. Any deviations will only become part of the contract if they are confirmed in writing by yolo productions.
3. Dates, deadlines, and placements
The agreed delivery and/or completion dates and deadlines for fulfilment must be strictly adhered to. These are fixed dates. If the agreed delivery date is exceeded, yolo productions shall be entitled to refuse acceptance of the services and/or withdraw from the contract as a whole or with regard to the part not yet performed without compensation. In addition, yolo productions has the right to claim against the contractor for the damages. This does not apply if the contractor is not responsible for exceeding the delivery/completion date.
- Costs and/or agreed prices communicated by the contractor in the offer are binding and may not be exceeded.
- Any price reductions apply from the date of their submission to services not yet performed. Any increased pricing will not come into force until at least 6 weeks after receipt of the written information and the sending of the new price lists/tariffs unless yolo productions expressly objects in writing. If the tariffs increase by more than 10%, yolo productions is entitled to withdraw from the order, parts of the order and/or services not yet performed.
- All prices agreed and offered by the contractor include social security contributions and insurance, which are paid by the contractor.
5. Obligations of the respective contractor
- The contractor/contracting party shall be liable for the accurate preparation of the services commissioned on the basis of the provisions of the German Civil Code (BGB) on the terms of employment contract in the current valid version.
- The contractor is obliged to exempt yolo productions from all possible damages, losses, and expenditures, in the individual case or in total or from a violation of the obligations incumbent on him from the assigned orders, in particular their nonperformance and/or improper fulfilment and/or not of any assurances, including any costs incurred in court proceedings and any costs of appropriate legal defence or legal representation.
- In addition, from the time of the first submission of the offer, or without the prior written consent of yolo productions, the contractor is prohibited from soliciting customers of yolo productions directly or indirectly (e.g. through a middleman) for a period of two years. Guilty infringement leads to a contractual penalty to be determined by yolo productions on a case-by-case basis and payable by the contractor.
- The contractor assigns to yolo productions and/or the customer of yolo productions all its copyrights, according to the German rights and other rights of protection, as well as other powers of publication, duplication, distribution, the right of public availability, as well as the transferable rights under German law or the actual circumstances of reproduction on video and/or phonograms and other exploitation of all services and/or work results rendered in connection with this contract. The transfer is unlimited in terms of time, place and content, and also extends to any use of advertising purpose. This includes the right to make changes and/or modifications of the work results as a whole and/or parts thereof as well as the right to connect with other works and to transfer them to third parties.
- The contractor assigns to yolo productions in particular the rights of use for all not yet known but future possible types of use.
- The contractor undertakes to the same extent for the transfer of the rights of use and/or the right to own the image of the third parties he relies on and indemnifies yolo productions and its customers from any claims of third parties and claims for any copyright and/or personality rights violations. The transfer of all rights in the above scope is settled with the payment of the agreed remuneration.
- The contractor acknowledges the existence of rights on the part of yolo productions – regardless of whether copyright protection capacity has been created according to the law to this extent or not – on a concept developed and/or presented by the agency.
By accepting the order documents, the contractor takes it upon himself to keep the information given to him and the business transactions, he becomes aware of in this regard strictly confidential, irrespective of whether the order is concluded. This obligation also applies to the time after completion of the assignment. He will oblige his employees to the same extent in writing for confidentiality. The documents provided for the submission of the offer, or for the execution of the contract are to be used exclusively for the purpose intended by yolo productions and may not be made available to third parties.
8. Property rights of third parties
- The contractor guarantees that the delivered goods and/or services and work results are free of third party rights (patent, utility and design rights, copyright and trademark rights).
- The contractor undertakes to exempt yolo productions and its customers from any thirdparty claims arising from the infringement of such property rights and to compensate for any resulting damages, including the costs of legal defence and prosecution.
9. Liability of the yolo productions GmbH
- yolo productions shall be liable without limitation if the contractor asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of the representatives or vicarious agents of yolo productions, in cases of the assumption of a quality guarantee, in case of fraudulent concealment of defects, and in cases the culpable violation of life, body or health. In other cases of slight negligence, yolo productions shall only be liable if a duty is violated whose compliance is of particular importance for the purpose of the contract (cardinal duty). In the abstract, the term „cardinal obligation“ refers to such obligations, the fulfilment of which makes the proper performance of the contract possible in the first place and on whose compliance the contracting party can regularly rely. In such case, liability for damages is limited to foreseeable and typically occurring damage. Liability under the Product Liability Act remains unaffected.
- yolo productions is not liable for (a) indirect damages, (b) consequential damages or (c) loss of profit or other financial losses, unless yolo productions acted intentionally or through gross negligence.
- The above limitations of liability also apply to the employees, organs, representatives, vicarious agents and subcontractors of yolo productions.
- Any liability beyond the above is excluded.
- The possibility of termination without notice for good cause remains unaffected. An important reason for a termination on the part of the yolo productions is also the significant deterioration of the economic situation of the contractor, which has come to light through concrete indications.
- After termination of a respective contractual or contractual relationship – irrespective of the reason for termination – in particular, the regulations on secrecy, the termination of the contract as well as the final provisions and the applicable law and jurisdiction of this contract shall continue to apply.
11. Final provisions
- The law of the Federal Republic of Germany. The provisions of the UN Sales Convention do not apply.
- Additions to these terms and conditions must be in writing to be effective. This also applies to a waiver of this written form requirement.
- Should a provision of this contract be or become ineffective, the validity of the remainder of the contract shall not be affected thereby. In place of the invalid provision, a provision shall come into effect that comes closest to the will of the parties as far as is legally possible.
- The place of performance and place of jurisdiction for all disputes is Düsseldorf, provided that the contractor/contractual partner is a merchant or legal entity under public law or a special fund under public law.