1. General Information and Scope

1.1 The following General Terms and Conditions apply to all business relationships between Wesemann Werbeagentur GmbH – Agency for Brand Strategy and Design (hereinafter referred to as “WESEMANN”) and the client. The version valid at the time of conclusion of the contract is decisive in each case.

1.2 Deviating, conflicting or supplementary general terms and conditions or agreements are not part of the contract, even if they are known, unless their validity is expressly agreed.

1.3 All orders accepted by WESEMANN are subject to the following conditions. They shall be deemed to have been accepted upon confirmation of the submitted offer or at the latest upon fulfilment of the offer.

1.4 These General Terms and Conditions apply to deliveries and services of all kinds, including those provided by third parties as vicarious agents of WESEMANN.

1.5. These General Terms and Conditions also apply to all future transactions that are handled between WESEMANN and the client.


2. Contractual Language

The language available for the conclusion of the contract is German.


3. Conclusion of the Contract

3.1. WESEMANN is bound by offers made by WESEMANN up to the deadline contained in the offer. In all other respects, WESEMANN’s offer is non-binding.

3.2. A contract is concluded by way of timely confirmation of the offer by WESEMANN. The offer confirmation can also be sent by email.


4. Scope of Services

4.1. Only the written order confirmation of the offer / service description is decisive for the scope of the order and its execution.

4.2. Verbal or telephone orders, contract changes or additions must be submitted immediately in written form. If this does not happen as an exception due to the special request of the client or for other reasons, the consequences of transmission errors caused by non-observance of the written form shall be borne exclusively by the client.

4.3 WESEMANN provides WESEMANN’s services on the basis of the requirements and specifications of the client communicated before placing the order.

4.4. The service descriptions and protocols prepared by WESEMANN shall be deemed approved by the client if the client does not notify WESEMANN of any change requests or comments within one working week. The notification is to be made in writing or submitted in writing afterwards.

4.5. WESEMANN is entitled to engage subcontractors for the provision of services.

4.6. Due to a separate agreement, third-party services from WESEMANN’s suppliers may be awarded on behalf of and for the account of the client. Insofar as approved external services are provided by WESEMANN on behalf of the client, the client shall indemnify WESEMANN from all liabilities arising therefrom.

4.7. WESEMANN has artistic and technical freedom of design within the framework of the client’s specifications.

4.8. The services to be provided by WESEMANN can be divided into three following phases depending on the service description: Preproduction (consisting of conception, layout and organization), production (consisting of planning and implementation) and post-production (consisting of post-processing, changes and finalization). Each phase is completed in consultation with the client. The result of each stage serves as the basis for the further provision of services. Deviating or supplementary requirements or requests for changes to already confirmed results can only be claimed against separate remuneration.

4.9. WESEMANN provides the client with editable print data in the professional standard design programs after the end of the order – insofar as necessary.


5. Client’s Duty of Cooperation / Indemnity of WESEMANN

5.1. Unless otherwise agreed upon and necessary, the client shall provide company and product information, data, texts, photos, logos, films and other information necessary for the performance of the service free of charge and shall transfer the necessary rights of use and ancillary copyrights to WESEMANN. These are to be delivered on time and with the granting of all appropriate rights of use. The client assures that the client is entitled to use all content provided by the client. The client thus assumes full material and legal liability for the starting materials supplied by the client. The client indemnifies WESEMANN from claims of third parties.

5.2. The costs incurred for the procurement, creation and delivery of the starting materials shall be borne by the client.

5.3. The client is obliged to cooperate in the performance of services by WESEMANN. This includes in particular the examination / confirmation of the individual phases mentioned under 3.10. The client shall examine all documents submitted by WESEMANN carefully and on time and inform WESEMANN of any corresponding decisions without delay.

5.4. The client shall check the factual accuracy and legal admissibility of the film content. The client is solely responsible for this.

5.5. If the client wishes to use the client’s own production material, the client shall make it available in a common and usable format. The material must be handed over within a reasonable period of time for its use before the start of the agreed-upon shooting date. If the material provided by WESEMANN has to be adapted in a complex manner, the client shall bear the costs incurred for this.


6. Remuneration, Due Date; Default;

6.1. The prices stated by WESEMANN in the offer are net, plus the statutory value added tax applicable in individual cases.

6.2. Unless otherwise stated in the offer or separate agreements, invoices (without deduction) are due for payment within 14 days from the invoice date.

6.3. If the execution of the order is delayed for reasons for which the client is responsible, WESEMANN may demand a corresponding additional expense. If the client does not comply with the client’s obligation to cooperate after multiple requests, WESEMANN is entitled to demand an advance payment for all costs already incurred. WESEMANN is entitled to appropriate remuneration.

6.4. Costs for travel and expenses will be invoiced to the client additionally after the client’s prior written consent.


7. Contract Term; Termination

7.1. The contract term results from the service description and is usually limited to the duration of an order.

7.2. A service agreement for a certain duration with a monthly remuneration for WESEMANN, which can also consist of a monthly retainer, can be terminated by each party in writing with a notice period of three months to the end of the month.

7.3. Termination for good cause remains unaffected.


8. Copyrights and Rights of Use

8.1. With the full payment of the agreed fee to WESEMANN, the client acquires the ancillary copyrights and usage rights to the completed work described in more detail in WESEMANN’s offer.

The client is entitled to the first publication right exclusively to the completed work.

8.2. If WESEMANN uses third parties to fulfil the contract, WESEMANN will acquire their copyright usage rights for the client without restriction in terms of time, location, purpose of use and in any other way and transfer them to the client to the extent agreed in accordance with the order. The client is entitled to inspect the contracts concluded with third parties, which are necessary for the fulfilment of this contract and the orders placed

8.3. The client is entitled to further license the rights granted to the client for the Client’s own business purposes. The client is not entitled to any further licensing to third parties without the approval of WESEMANN and without separate remuneration.

8.4. The completed work may not be modified or processed in any other way, unless WESEMANN has expressly agreed to this.

8.5. The right of copyright according to Art. § 13 UrhG (German Copyright Act) is unaffected by this. In particular, the client is not entitled to change or remove the WESEMANN copyright notice.

8.6. After the initial publication of the work by the client, WESEMANN is entitled to use the completed work for public use and promotion of WESEMANN’s activities without restrictions in terms of time, media and space. For this purpose, the completed work may be compiled into new versions and combined with materials from other projects (e.g. for showreels and self-promotion).

In addition, WESEMANN is entitled to submit the production or parts thereof in the context of competitions and festivals.

8.7. The raw material, which is created within the scope of the order, remains the property of WESEMANN. WESEMANN is entitled to evaluate this raw material completely, including commercially, insofar and insofar as no motifs are used that were used in the completed work. “Motif” describes the representation of an object, a place, a sound, a viewing angle or a person or group of people. The raw material can be made available to the client upon written request with written confirmation against payment of a fee.

8.8. Concepts, drafts and design proposals, which are created for the client as part of the project preparation and even before the offer is made, and presented or submitted to the client in writing or in another form of presentation, remain the property of WESEMANN until realization. If the client wishes to implement the concepts, drafts or design proposals created by WESEMANN with another contractor, if necessary, this is only possible with a written declaration of consent from WESEMANN. WESEMANN reserves the right to issue declarations of consent only for a reasonable fee.


9. Taxes on Third-party Services

9.1. In the event that foreign suppliers or subcontractors incur sales tax, which WESEMANN is reimbursed as part of the input tax compensation procedure, the client must exempt WESEMANN from foreign sales tax. The gross invoice of the foreign supplier or subcontractor will be invoiced to the client as a net price.

9.2. After carrying out the input tax compensation procedure, WESEMANN shall immediately refund the input tax to the client as soon as it has been refunded. The client must exempt WESEMANN from foreign withholding tax (e.g. the Indian withholding Tax), regardless of whether a refund is possible on the basis of a double taxation agreement or not. The withholding tax will be charged to the client as a net price. In the event of a refund, WESEMANN will immediately refund the amount of the refund to the client.


10. Liability, Warranty, Damages

10.1. WESEMANN is fully liable in accordance with the statutory provisions for damage to life, body and health, which is based on a negligent or intentional breach of duty, as well as in liability cases under the German Product Liability Act.

10.2. WESEMANN is liable in the event of an intentional or negligent violation of essential contractual obligations (cardinal obligations), whereby liability in the event of slight negligence is limited to the damages foreseeable at the time of conclusion of the contract and typical for the contract. Essential contractual obligations are those the fulfilment of which is necessary to achieve the objective of the contract.

10.3. In the event of a breach of insignificant contractual obligations, WESEMANN is only liable in the event of intent and gross negligence, whereby liability in the event of a grossly negligent breach is also limited to the damages foreseeable at the time of conclusion of the contract and typical for the contract.

10.4. WESEMANN is not liable in the event of a slightly negligent breach of insignificant contractual obligations.
10.5. WESEMANN shall only be liable to the client for the loss of data and their restoration to the extent that would have occurred if backup copies had been made regularly and in accordance with the risk. Any liability under the GDPR remains unaffected.

10.6. WESEMANN is not liable for the fact that data transmitted via the Internet can be accessed by sufficiently experienced participants or that this data can be altered.

10.7. If the client terminates a given order prematurely without WESEMANN being responsible for the termination or if the client withdraws from a given order without justification, WESEMANN can claim the damage incurred.

10.8. WESEMANN does not guarantee the success of WESEMANN’s consulting services.

10.9. All proposals and drafts prepared by WESEMANN will be submitted to the client. After a thorough examination and approval of these proposals and drafts by the client, the client assumes sole liability for the accuracy of the content information.


11. Duty of Confidentiality

11.1. WESEMANN will treat all business transactions that come to WESEMANN’s knowledge, in particular, but not exclusively, print documents, layouts, storyboards, numerical material, drawings, audio tapes, images, videos, DVDs, CD-ROMs, interactive products and such other documents that contain films and/or radio plays and/or other copyrighted materials of the client or companies affiliated with the client or in a business relationship with the client, as strictly confidential. WESEMANN shall comply with the confidentiality obligation of all employees and/or third parties (e.g. suppliers, graphic designers, reproduction companies, printing houses, film producers, recording studios, etc.) who have access to the aforementioned business transactions. The obligation of confidentiality applies indefinitely beyond the duration of this contract. Excluded are already known information and information that becomes known through no fault of WESEMANN. WESEMANN is responsible for ensuring that a corresponding confidentiality obligation is agreed with WESEMANN’s employees and other vicarious agents as well as the third-party or external companies commissioned by WESEMANN.

11.2. The client is obliged to treat as strictly confidential all business and trade secrets that become known to the client, in particular, but not exclusively, print documents, layouts, storyboards, numerical material, drawings, audio tapes, images, videos, DVDs, CD-ROMs, interactive products and such other documents that contain films and/or radio plays and/or other copyrighted materials of WESEMANN or companies affiliated with WESEMANN or in a business relationship with WESEMANN. This duty of confidentiality shall apply beyond the duration of the contract. Exceptions are already known information and information that becomes known through no fault of the client. The client is responsible for ensuring that a corresponding confidentiality obligation is agreed with the client’s employees and other vicarious agents as well as any third-party or external companies commissioned by the client.

11.3. If the client or one of the persons in accordance with the above paragraphs violates the confidentiality obligation, WESEMANN is entitled to determine a contractual penalty at WESEMANN’s reasonable discretion, which can be reviewed by the competent court in the event of a dispute. Further damages remain unaffected by this, including the contractual penalty.


12. Retention Obligation of WESEMANN

12.1. After completion of the order, WESEMANN is free to store or destroy or delete all documents, files or other documents related to the project, which you have created by WESEMANN or which were left to WESEMANN by the client. There is no obligation to surrender / return or to destroy / delete.

12.2. An exception to the aforementioned right exists if the archiving is included in the offer. In this case, the original image and sound material as well as any materials usually required for the supplement or modification will be stored by WESEMANN in accordance with the agreed-upon offer.

12.3. After the end of the archiving period agreed stipulated in the offer, the client must decide, upon request by WESEMANN, whether the material should be stored further – at an additional cost.


13 . Amendments and Changes to these General Terms and Conditions

13.1. WESEMANN may at any time propose to the client an amendment or supplement to these General Terms and Conditions.

13.2. Changes or additions to these General Terms and Conditions will be offered to the client in text form (e.g. by e-mail) no later than 30 days before the proposed date of their entry into force.

13.3. The client’s consent shall be deemed to have been granted if the rejection is not notified to WESEMANN before the proposed date on which the changes take effect.

13.4. If the client does not agree with the changes, the client has a right of termination without notice and free of charge until the proposed date of entry into force of the changes. In the change notification, the client is once again particularly informed of the client’s right to refuse, the deadline for this, as well as the client’s possibility of termination.


14. Applicable Law; Jurisdiction

14.1. The law of the Federal Republic of Germany shall apply to contracts between WESEMANN and the client to the exclusion of the UN Convention on Contracts for the International Sale of Goods

14.2. The place of jurisdiction is Braunschweig, Germany.

14.3. However, WESEMANN is entitled to take legal action against the client at any other permissible place of jurisdiction.


Braunschweig, January 2022.