General Terms and Conditions
Sec. 1 Preface
- ANIMA RES GmbH (hereinafter referred to as „ANIMA RES“) provides services for its contractual partners (hereinafter referred to as „Clients“) at the cost indicated in the corresponding proposal.
- The following terms and conditions shall apply to all agreements with ANIMA RES concerning the work on projects, in particular on multimedia productions, the creation of computer animations or post-production work, and shall be valid until the contractual relationship with the Client has been completed in full. No verbal ancillary agreements have been made. Any contrary terms and conditions by the Client shall be inapplicable, even if ANIMA RES has not explicitly objected to their validity. Other agreements, in particular assurances, changes and ancillary agreements, must be in writing.
- The contractual relationship shall begin upon acceptance, either in writing or verbally, of a written proposal from ANIMA RES by the Client. In the event of a verbal conclusion of a contract, the contract shall become effective upon written confirmation or the execution of the contract by ANIMA RES.
- The general terms and conditions shall also apply for any future agreements between ANIMA RES and the Client.
Sec. 2 Range of services
- Any services to be rendered by ANIMA RES shall be based exclusively on proposals provided by ANIMA RES. Should ANIMA RES commit to providing a description of services, such description of services shall be prepared based on the information and documents provided by the Client. The Client shall review such description of services with regard to accuracy and completeness and add a written approval note. Should a description of services be already contained within the offer or if, according to the offer, the Client is obliged to provide a description of services, only that description of services shall be binding with regard to the content of services.
- In the event that the services are to be rendered based directly on information or documents furnished by the Client (synopses, screenplays, treatments, etc.), the Client is obliged to provide such information immediately following completion of the contract, provided that no other date has been set for this purpose. Delays shall void the effectiveness of any scheduled dates related to the completion.
- Requests for modification, in particular changes to the description of services or the modification of documents, which have been provided by the Client, must always be expressly agreed, separately and in writing, and shall result in separate agreements regarding deadlines and costs. ANIMA RES will undertake no modifications unless a written agreement regulating the extent of the changes, additional costs and, if applicable, a new delivery date, has been provided.
- Should the Client approach ANIMA RES with requests for modification, ANIMA RES will first review the feasibility of such requests and then make a proposal for their implementation. If an implementation is impossible, ANIMA RES will explain the reasons. Before beginning the review process, ANIMA RES shall inform the Client of the possibility that a review of the requests for modification might cause a change in the date of completion. The Client may set a time limit within which ANIMA RES must complete the review process and either provide a proposal or reject the modifications.
- As a matter of principle, ANIMA RES reserves the right to replace agreed-upon services with such services which conform to the advancing technological development, so long as the service meets or exceeds that of the object of agreement with regard to technology or content.
- ANIMA RES shall furnish the service on the agreed-upon data medium and in the agreed-upon format.
Sec. 3 Delivery date
- ANIMA RES shall deliver the agreed services no later than the dates listed in the proposal. However, these dates are only binding insofar as the Client, on his/her part, provides all required documents and information in due time and honours his/her obligation to cooperate to the extent necessary.
- ANIMA RES is not responsible for delivery delays due to force majeure (such as strike, lock out, official orders, telecommunication disruptions, etc.) and is entitled to a deadline shift by the duration of the disruption.
- Likewise, ANIMA RES is not responsible for delivery delays caused by errors, omissions or retroactive changes in the information or documents provided by the Client, or which are the result of lacking or faulty cooperation on the part of the Client. Such delays shall not constitute a defaulted contract. The Client shall be responsible for any additional work and expenses resulting from such delays.
- Should ANIMA RES review the implementation of requests for modification by the Client, pursuant to Sec. 2 Para. 4, but reject such modifications, the completion date shall be postponed by the duration of the review process. If modifications are agreed, the original completion date shall become invalid. Both parties must, in writing, agree on a new date.
Sec. 4 Usage rights
- ANIMA RES grants the Client the non-exclusive right to use the overall service rendered in accordance with the contract, without geographic restrictions and unlimited in time. Overall service shall mean the final product, such as the film sequence to be completed.
- ANIMA RES retains all rights to the 3D models and the individual 3D scenes created by ANIMA RES, as well as to all construction data compiled or provided by ANIMA RES during the implementation of the project. The Client shall be granted a simple right of use of the 3D models, insofar as this is required for the contractually agreed use of the overall service.
- ANIMA RES agrees to refrain from otherwise using or divulging the services rendered, excluding 3D data, until the Client has made such services available to the public or expressly waived his/her right to further use. Notwithstanding, ANIMA RES reserves the right to present the service to potential clients as an example of the work done by ANIMA RES.
- The Client guarantees that he/she has the proper authorisation for placing orders and owns all required usage rights. With regard to the materials provided by him/her in the course of the execution of the contract, he/she shall ensure that ANIMA RES is granted all rights required for the use of such materials. The Client indemnifies ANIMA RES from all possible claims by third parties to or resulting from such rights.
- Until payment has been received in full, ANIMA RES reserves the right to revoke any usage rights for the duration of the default.
- In the event of infringement on the property rights of third parties, ANIMA RES has the right, after consulting with the Client but at its sole discretion, to make appropriate changes such that a violation of property rights no longer exists. The interests of the Client must be safeguarded in this case. In any case, ANIMA RES has the right, at its sole discretion and after notifying the Client, to submit itself to a third party.
Sec. 5 Warranty
- The Client is obliged immediately to examine the service rendered for possible defects and to notify ANIMA RES of any such found.
- ANIMA RES has the right to remedy any defects at its own expense.
- Features which are subject to subjective assessment (e.g. colouring, dramaturgy) shall not constitute a defect.
Sec. 6 Liability
- ANIMA RES shall be liable in the event of premeditation and gross negligence. In the event of slight negligence, ANIMA RES shall only be liable if an essential contractual obligation has been violated, as well as in the case of death, injury or impairment of health.
- Liability on the part of ANIMA RES, pursuant to paragraph 1, shall be limited to the amount corresponding to the contractually agreed compensation, except in the event of gross negligence or premeditation.
- ANIMA RES shall not be liable for disruptions and service deficiencies due to force majeure or other circumstances beyond the control of ANIMA RES, such as disruptions in telecommunications or Internet wires.
Sec. 7 Client’s obligation to cooperate
- The Client shall assist ANIMA RES in performing its contractual obligations. This includes providing information and data, as well as hardware and software, in a timely manner.
- Insofar as the Client has agreed to procure materials (e.g. graphics, audio, text or similar materials) for ANIMA RES during the course of the execution of the contract, he/she must provide such materials in a format that is commonly used and can be used immediately. ANIMA RES shall notify the Client of format requirements in due time. Should conversion to a different format be required for the proper execution of the contract, the related costs shall be borne by the Client.
- Should the Client not fulfil the obligations according to nos. 2 or 3, in whole or in part, ANIMA RES has the right to withdraw from the contract.
Sec. 8 Terms of payment
- The Client is obliged to pay the contractually agreed compensation, even if the Client forgoes the further implementation of the project or parts of the project.
- The contractually agreed compensation shall be made in euros, plus any applicable VAT, unless otherwise agreed.
- ANIMA RES has the right to request partial payments. Unless otherwise agreed, the first of such partial payments, in the amount of 30% of the total compensation, shall be invoiced after the contract has been awarded. Another partial payment, in the amount of another 30%, shall be invoiced after the preview has been submitted. The remainder shall be due with the delivery of the master.
Sec. 9 Prohibition against enticement and confidentiality agreement
- The Client agrees not to entice employees away from ANIMA RES or assign projects within the area of operations of ANIMA RES to employees without the consent of ANIMA RES for the duration of the respective contract as well as for one year following conclusion of the contract. The Client agrees to pay a contractual penalty for each case of culpable infringement. Such penalty is to be determined by ANIMA RES and, if necessary, shall be reviewed for its appropriateness by the responsible court.
- Both parties to the contract agree not to make any documents, information or experiences provided accessible to third parties but rather use them for purposes of the contract only. Third parties here shall not mean auxiliary persons who have been called upon for the execution of the contract, such as freelance workers.
- The obligation to maintain confidentiality shall exist beyond the conclusion of the contractual relationship.
Sec. 10 Right of withdrawal
- The Client may withdraw from the contract with the written approval of ANIMA RES. In the event of approval, 30% of the contract value yet to be realised shall be assessed in addition to any services already rendered.
- ANIMA RES has the right to terminate the contract if the Client does not furnish the materials, documents and information to be provided by him/her or does not procure necessary rights, in spite of at least two requests, which must include a deadline, or if the Client defaults on payments.
Sec. 11 Final provisions
- Should any of the provisions of these general terms and conditions be or become invalid, the validity of the remaining provisions shall not be affected.
- Applicable law shall be exclusively the law of the Federal Republic of Germany. The place of jurisdiction is Bonn, as long as the Client is a commercial businessman/businesswoman or legal entity under public law.
Last updated September 2008