1. General

For the business relationship between the film production Lumen21 (hereinafter: “Lumen21”) and the client, the following general terms and conditions apply exclusively to all offers and services of the film production Lumen21 in the version valid at the time the order is placed. The client can call up these terms and conditions at any time at the web address www.lumen21.de and print them out using their Internet browser or save them on their computer.

The subject of the following general terms and conditions (GTC) are services and / or works of film production. The type of services and works in detail results from the conception developed by the production, the offer, the action proposals or the individual orders.

Deviating conditions of the client will not be recognized unless Lumen21 expressly agrees to their validity in writing. This also applies if the customer's business and / or delivery conditions have not been expressly contradicted.

Lumen21 can subsequently change these general terms and conditions and additional special terms and conditions. In such a case, Lumen21 will inform the client of the changed conditions and clearly highlight the changes. If the client does not agree to these changes, the client can object within one month of receipt of the notification of change. If there is no objection during this time, the changes are considered approved, provided that the client is a merchant within the meaning of the German Commercial Code (HGB). Lumen21 will specifically inform the client of the right of objection, the importance of the client's behavior and the resulting legal consequences in the notification of changes, unless the client is a businessman in the sense of HGB is.

These terms and conditions are an integral part of every concluded contract, unless otherwise agreed in detail. They also apply to future business relationships with the client, without the need to expressly include them again.

2. Conclusion of the contract

Lumen21's offers are subject to change and non-binding.

A contract is only concluded when the offer has been confirmed in writing or Lumen21 has started execution.

Advance services that Lumen21 provides as part of an offer at the request of the client can be invoiced to the client if a contract is not concluded.

3. Presentation

The development of conceptual and design proposals by Lumen21 as well as their presentation takes place - unless otherwise agreed in the orders - within the payment of the production costs.

Any, even partial, use of the work and services (presentations) presented or handed over to the potential client by Lumen21 with the aim of concluding a contract, regardless of whether they are protected by copyright, requires the prior consent of Lumen21. This reservation of consent also applies to the use in changed or edited form and to the utilization of the ideas on which the work and services of Lumen21 are based, provided that these have not been reflected in the previous advertising material.

4. Scope of services and processing of orders

The scope of the orders results from the current product or service description.

Additional and / or subsequent changes must be made in writing.

The drafts / samples sent by Lumen21 are binding as soon as they have been approved by the client.

The contact persons named by the client must be authorized to sign, in particular with regard to the approval of budgets, cost estimates, texts and other coordination processes. Any restrictions on the authority to sign must be communicated in writing by the client in good time.

Templates, files and other work equipment (in particular raw materials, editing media libraries, etc.) that Lumen21 creates or has created in order to provide the service owed under the contract remain the property of Lumen21. Lumen21 is not obliged to surrender.

5. Loyalty

The loyalty loyalty to the client obliges Lumen21 to provide objective advice geared towards the client's objectives as well as a corresponding selection of third companies, e.g. for production processes. Unless the client has expressly reserved the right to have a say, the selection of third parties takes into account the principle of a balanced relationship between economic efficiency and the best possible success in the interests of the client.

6. Exclusion of competition

Lumen21 undertakes to inform the client about possible competition conflicts with other clients and on request grants an exclusion of competition for individually defined product and service areas in favor of the client.

The granting of an exclusion of competition by Lumen21 corresponds to the obligation of the client not to commission any advertising agencies with the consultation, planning, design and implementation of the contractual project during the non-terminated contract with Lumen21 in the area of the subject matter of the contract.

7. Placing orders with third parties

Lumen21 is entitled to carry out the tasks assigned to it itself or to commission third parties to do so.

Lumen21 is entitled to place orders for the production of advertising material, in the creation of which Lumen21 was involved in the contract, on behalf of the client, unless the client expressly reserves this right and provides this information to Lumen21 in writing within a period of two weeks known from the conclusion of the contract.

If the client has not made an express declaration within this period of two weeks, his silence counts as granting a power of attorney, provided he is a merchant as defined by the German Commercial Code. Lumen21 will inform the client, who is not a merchant within the meaning of the German Commercial Code, of this importance of his behavior and of the legal consequences resulting from this in the case of conclusion of the contract.

Lumen21 places orders in its own name and for its own account.

8. Delivery and delivery times

Delivery deadlines and dates are only binding if the client has duly fulfilled any obligations to cooperate (e.g. procurement of documents, approvals, provision of information, creation of service catalogs / specification sheets) and the dates have been confirmed in writing by Lumen21.

Templates and drafts made available by Lumen21 are only binding in terms of color, image, line or tone design if their implementation option has been confirmed in writing by Lumen21.

If Lumen21 defaults on its services, it must first be granted a reasonable grace period. If the grace period expires without result, the client can withdraw from the contract. Compensation for damage caused by delay can only be requested up to the amount of the order value (personal contribution excluding advance work and material).

The delivery period is extended in the event of unforeseen obstacles that are beyond the control of Lumen21, provided that such obstacles can be shown to have a significant influence on the delivery of the delivery item. The delivery period is extended according to the duration of such measures and obstacles. Lumen21 will immediately notify the client of the occurrence and the fact that such an obstacle has been removed.

Competition law reviews are only a task of Lumen21 if this has been expressly agreed.

Deliveries are made at Lumen21's expense.

9. Terms of payment, default in payment

Agreed prices are net prices to which the applicable value added tax is added.

External and ancillary costs, such as the costs for the involvement of photographers, stylists, designers, etc. as well as travel expenses etc. are to be paid for separately against proof, unless another agreement has been expressly made.

The fee for Lumen21's services is to be paid in full to Lumen21 free of charge without any deductions such as discounts or rebates within seven days (receipt of payment) after the invoice has been issued.

The fee is generally to be transferred to the account specified in Lumen21's business documents. Instead, however, cash payments are also possible.

If the client complains that the order has not been properly executed, the due date of the remuneration or, in the case of agreed installment payment of the last installment, only occurs with the rectification of the defect complained about, if Lumen21 has either recognized this or, in the case of a dispute, the entitlement of Complaint is established in the decision finalizing the relevant procedure.

For each direct debit that has not been redeemed or returned, the client has to reimburse Lumen21 for the costs incurred in full. If the customer has issued a direct debit authorization, he undertakes to notify Lumen21 immediately of any change in his bank details.

If the client is a merchant or a legal entity under public law, the withholding of payments due to any counterclaims of the client not recognized by Lumen21 is not permitted, nor is offsetting against such claims.

Lumen21 reserves the right to issue partial invoices for long-term projects.

These are intended to delimit the services provided so far.

Objections to pay slips from Lumen21 are to be raised immediately after receipt of the invoice, but no later than 2 weeks after the accounting or invoice date, without affecting the due date. Failure to raise objections in good time is considered approval.

10. Retention of title

Lumen21 retains ownership of the delivery items until full payment has been made.

In the event of breach of contract by the customer, in particular in the event of default in payment, Lumen21 is entitled to take back the goods after a reminder and the customer is obliged to return them.

11. Cancellation costs, termination of the contract

If the client unjustifiably withdraws from an order placed, Lumen21 can, without prejudice to the possibility of claiming higher actual damage, demand 10% of the offer price for the costs incurred in processing the order and for lost profit. The client reserves the right to provide evidence of lower damage.

12. Usage Rights

Lumen21 transfers to the client all rights of use required for the use of their work and services to the extent that this has been agreed for the order, upon settlement of all invoices relating to the order. Rights of use to work that has not yet been paid for in full at the time the contract is terminated or has not yet been published in the case of billing on a commission basis remain with Lumen21 unless otherwise agreed.

In the case of documents and data to be procured by the client, the client is solely liable if rights, in particular copyrights of third parties, are violated through use. The client has to indemnify Lumen21 from all claims by third parties due to such a violation of the law.

13. Copies and Retention

Lumen21 is allowed to secure copies of the product. The original image and sound materials (raw data) as well as any materials usually required for the addition or change are stored by Lumen21 free of charge for three years.

At the end of the three years, the agency or the client must decide, at the request of Lumen21, whether the material should continue to be stored or destroyed - from then on, however, for a fee.

14. Imprint

Lumen21 can refer to its company in a suitable manner on the contractual products with the consent of the client. The client can only refuse consent if he has a legitimate interest in doing so.

15. Warranty

If the client is a merchant, the work and services delivered by Lumen21 must check them immediately upon receipt, but in any case within 14 days before further processing, and notify any defects immediately upon discovery. If the immediate inspection or notification of defects is not carried out, the client shall not have any claims.

Lumen21 is liable for the lack of guaranteed properties within the framework of the statutory provisions. Lumen21 provides a guarantee for errors that negate or reduce the value or suitability for normal use or for use as stipulated in the contract.

Lumen21's warranty obligation is limited to the rectification of a defect within a reasonable period of time. The client is expressly reserved the right to request a reduction in remuneration or cancellation of the contract in the event of failure of the subsequent improvement. A failure in the sense just mentioned exists in particular if the rework is impossible, if it is seriously and finally refused by Lumen21, if it is unreasonably delayed, if it has been tried in vain or if it is not the client because of the accumulation of defects is reasonable.

The warranty period begins with the (partial) acceptance, in other cases as regulated by law. The warranty period is three years from the transfer of risk, without prejudice to the statutory commercial obligation to complain, unless another written agreement has been made.

16. Limitation of Liability

If the error is based on a circumstance for which Lumen21 is responsible, Lumen21 is liable for any damage incurred by the customer as a result within the framework of the statutory provisions.

Further claims for damages of any kind against Lumen21, for example from negligence when concluding the contract, positive breach of contract or offense, are limited to cases of intent or gross negligence. In the event of a breach of essential contractual obligations (cardinal obligations), Lumen21 is also liable in the event of slight negligence.

The above limitation of liability does not apply to damage resulting from injury to life, limb or health, in the case of liability under the Product Liability Act or as far as Deutsche Post has exceptionally assumed a guarantee.

In the area of application of the TKG (Telecommunications Act), the liability rule of § 44a TKG remains unaffected in any case.

The amount of the liability for damages is limited to the typically foreseeable damage.

The above limitations of liability also apply in favor of Lumen21 employees.

Claims for damages by the client become statute-barred after one year without prejudice to the provision of Section 202 of the German Civil Code (BGB). This does not apply if Lumen21 has acted with malice, gross negligence or intent.

Lumen21 is not liable for the information transmitted via its services, and in particular not for its completeness, correctness or topicality, nor for the fact that it is free from third-party rights, or that the sender is acting unlawfully by transmitting the information.

If an event causing the damage occurs on the transmission channels of a third-party carrier, Lumen21 assigns all claims resulting therefrom to the client.

Service delivery and service delays due to force majeure and due to events that make the service much more difficult or impossible for Lumen21 - these include in particular strikes, lockouts, official orders, the failure of communication networks and gateways of other operators, disruptions in the area of third-party services Lumen21 is not responsible for carriers, even if they occur with suppliers or subcontractors of Lumen21 or their sub-suppliers, subcontractors or with the operators of subnode computers authorized by Lumen21 - even in the case of bindingly agreed deadlines and dates. These entitle Lumen21 to postpone the service for the duration of the delay plus a reasonable start-up time. Otherwise there is a case of impossibility.

Unless other provisions in these terms and conditions exclude liability, it is applicable to damage caused by the use of Lumen21 services through the transmission and storage of data, and for damage caused by the required storage or transmission of data by the Lumen21 has not occurred, the amount is limited to EUR 2,500, unless there is intent or gross negligence.

Lumen21 hereby advises the client that there may be restrictions or impairments to the services it provides that are outside of Lumen21's sphere of influence. This includes, in particular, actions by third parties who are not acting on behalf of Lumen21, technical conditions on the Internet that Lumen21 cannot influence, and force majeure. The hardware and software or technical infrastructure used by the client (e.g. DSL connection from another provider) can also have an influence on the services of Lumen21. Insofar as such circumstances affect the availability or functionality of the service provided by Lumen21, this has no effect on the contractual conformity of the service provided by Lumen21.

Lumen21 regularly carries out maintenance work on its systems to ensure the security of network operations, the maintenance of network integrity, the interoperability of services and data protection. For this purpose, it can temporarily suspend or limit its services, taking into account the interests of the client, insofar as objective reasons justify this. As far as possible, Lumen21 will carry out the maintenance work in times of low usage. If longer, temporary service suspensions or restrictions are necessary, Lumen21 will inform the client beforehand about the type, extent and duration of the impairment, as far as this is objectively possible under the circumstances and the notification would not delay the elimination of interruptions that have already occurred.

Lumen21 can change its services as far as this is reasonable for the client taking into account the interests of the client.

17. Right of set-off, reduction in price and right of retention, reimbursement

The client, who is a merchant or legal entity under public law, can only offset claims from Lumen21 with undisputed or legally established claims. The client is only entitled to assert a right of retention due to counterclaims from this contract.

Lumen21 has a right of retention on all data, templates, manuscripts, materials and other items already provided by the client until all due claims from the business relationship have been met in full.

If a significant hindrance lasts longer than two weeks, the client is entitled to reduce the monthly fees accordingly from the time the hindrance occurs until the next termination date. There is a significant disability if

1. a) the client can no longer access the Lumen21 infrastructure and can therefore no longer use the services listed in the order confirmation,

2. b) the use of these services is significantly more difficult overall or the use of individual services listed in the order confirmation becomes impossible,

or

1. c) there are comparable restrictions.

In the event of service failures due to a malfunction outside of Lumen21's area of responsibility, no reimbursement of fees will be made. Otherwise, downtime will only be reimbursed if Lumen21 or one of its vicarious agents or vicarious agents caused the error at least negligently and the downtime extends over more than one working day. Lumen21 informs the client immediately about the unavailability of the service and reimburses the related consideration immediately.

If the client claims that the services invoiced to him were not caused by him or a third party for whom he is responsible, he must prove this.

18. Secrecy, confidentiality, data protection

The client is hereby informed in accordance with Section 33 (1) of the Federal Data Protection Act and Section 4 of the Teleservices Data Protection Act that Lumen21 will process its company and address (identity) in machine-readable form and for tasks resulting from the contract information.

Lumen21 undertakes to keep secret all information and documents accessible to it in connection with the conclusion of the contract that are designated as confidential or, under other circumstances, are clearly identifiable as business or company secrets of the client, and to keep them secret - unless required to achieve the purpose of the contract - neither to record nor to pass on or to exploit.

Lumen21 has ensured through suitable contractual agreements with the employees working for them that they too refrain from any use, disclosure or unauthorized recording of such business and trade secrets.

The client has corresponding obligations with regard to business and trade secrets of Lumen21. This also applies in particular to the ideas and concepts brought to the attention during the development phase / cooperation.

The client consents to personal data (inventory data) and other information relating to his usage behavior (connection data), such as the time, number and duration of connections, access passwords, uploads and downloads, from Lumen21 for the duration of the contract will be stored insofar as this is necessary to fulfill the purpose of the contract. With the collection and storage, the client declares his consent. Lumen21 also processes and uses the collected inventory data to advise its clients, for self-promotion and for market research for its own purposes and for the needs-based design of its services. The client can object to such use of his data. Lumen21 will not pass this data on to third parties without their consent. This only does not apply if the data is publicly available anyway or Lumen21 is legally obliged to disclose such data to third parties, in particular law enforcement authorities, or if internationally recognized technical standards provide for this and the client does not object.

19. Password

If the client receives an individual “password” for access to the server, he ensures, in his own interest, that the password will be treated confidentially. The client carefully manages passwords and other access data and keeps them secret. He is obliged to pay for services that third parties use or order via his access data and passwords, insofar as he is responsible for this

20. Emails

Lumen21 reserves the right to limit the size of incoming and outgoing messages for e-mails and UMS, insofar as this is reasonable for the client.

Lumen21 is entitled to delete email messages received on the accounts provided a) after they have been accessed by the client, b) after they have been forwarded in accordance with the client's instructions, c) after they have been stored for 60 days.

However, Lumen21 is not obliged to delete it. The client is responsible for preventing his memory from reaching the capacity limit by deleting it in good time, resulting in the non-acceptance of further electronic messages.

21. Place of performance and jurisdiction

The place of performance and jurisdiction for all claims and legal disputes arising from the contractual relationship is Weilheim if the client is a registered trader or a legal entity under public law or a special fund under public law. The place of jurisdiction also applies to persons other than those just mentioned, if the client does not have a general place of jurisdiction in Germany, moves his place of residence and / or place of business out of Germany immediately after the conclusion of the contract or his place of residence and / or place of business or habitual residence at the time of Filing of a lawsuit is unknown.

German law applies exclusively, even if the client is based abroad.

22. Other

Changes and additions to orders must be made in writing. This also applies to the amendment of this clause.

Oral side agreements are not legally binding.

Should a provision be or become void, the validity of the other provisions remains unaffected.

The parties are obliged to replace void or missing provisions with an effective provision that comes closest to the economic meaning of the ineffective one.

E-mails are deemed to have been delivered when they have been accepted by the addressee's mail server. Encryption or signature of messages and data is only carried out upon express written agreement.

In the area of application of the Telecommunications Customer Protection Ordinance, its possibly mandatory law takes precedence over other provisions of these provisions. The product liability law remains unaffected, as does manufacturer guarantees.

As a rule, Lumen21 only operates on the basis of its general terms and conditions. These terms and conditions are deemed to have been accepted upon initial access to the Lumen21 network or the use of Lumen21 services.

Lumen21 is entitled to include META information in the pages it has created and / or modified, in particular relating to the copyright designation and trademarks in the broader sense, as well as copyrights and ancillary copyrights. In case of doubt, such information will not be regarded by the contracting parties as editing the documents. The inclusion of this META information does not involve assuming editorial responsibility. If Lumen21 is or is legally obliged to store information on Internet pages openly or as META data, Lumen21 is entitled at its due discretion if the client does not comply with Lumen21's request within a reasonable period of time or if there is “imminent danger” to store this information even without the express consent of the client, insofar as it is known to Lumen21, or, until the information is legally stored by the client, to take the Internet pages off the network.