T&C

Validity of the

General Business Conditions
- only for business transactions with entrepreneurs -
Inhalt

A. WEB/APP DESIGN AND PROGRAMMING
B. PRODUCTION OF VIDEOS AND PHOTOS
C. GRAPHIC DESIGN AND PRINTED MATTER

A. WEB/APP DESIGN AND PROGRAMMING

1. Subject matter, scope of application
1.1. Subject of letter
A. dieser Allgemeinen Geschäftsbedingungen sind die Konzipierung, das Design und die Realisierung von Internetseiten und/oder Apps durch die Adrian Sangeorgean, Darmstädter Straße 11, 64646 Heppenheim (nachstehend „wir“ bzw. „uns“) für den Kunden (nachstehend „Kunde“ oder „Sie“ bzw. „Ihnen“).

1.2 These General Terms and Conditions shall apply exclusively to business transactions with entrepreneurs as defined by law in Section 14 of the German Civil Code, i.e. to natural and legal persons or partnerships with legal capacity who enter into a business relationship with us in the exercise of their commercial or independent professional activity.

1.3 Our offers and services are subject exclusively to these General Terms and Conditions. Any terms and conditions of the user that deviate from and/or go beyond these terms and conditions shall not become part of the contract.

2.Benefits
2.1 The website or app shall be designed in consultation with the customer. The scope, functionality, property descriptions and technical requirements are listed in the offer documents. They are the basis for the price calculation.

2.2 We shall endeavor to implement subsequent requests for changes or additions by the customer, such as an expansion of the scope, the realization of additional functions as well as the change or expansion of processing stages or elements already approved by the customer, at the customer's request. There shall be no legal obligation on our part to implement subsequent requests for changes or additions unless an objective reason for refusing to implement the changes is not apparent. We shall notify the customer without delay if we refuse subsequent change requests from the customer. Additional expenses due to changes or additions shall be remunerated separately.

3. Obligations to cooperate, indemnification obligation of the customer
3.1 The Customer shall be obligated to perform all necessary acts of cooperation, in particular to immediately deliver all content and materials (texts, images, tables, etc.) to be included in the Website or App, the inclusion of which the Customer desires, in a form or quality suitable for implementation in the programming, as well as to immediately provide all other information, documents and data required for the performance, including access data and suitable test data upon request.

3.2 The customer is solely responsible for materials and content provided by the customer. We do not assume any inspection obligations; in particular, we are not obligated to check the content for possible infringements of third-party rights. The customer is solely responsible for ensuring that the content provided by him does not violate any laws or rights of third parties.

3.3 Should third parties assert claims against us due to possible violations of the law, the customer undertakes to indemnify us against any liability and to compensate us for any expenses and damages caused thereby, including reasonable costs of legal defense.

3.4 The customer shall ensure that personnel authorized to make decisions are named to us for necessary coordination meetings and shall guarantee their availability in terms of time.

4. Completion time, acceptance
4.1 The customer is obligated to release our detailed planning - in particular the release of the layouts created by us for programming - without delay by means of a corresponding declaration in text form, provided that this detailed planning meets the requirements on which the contract is based and no objections are raised that are comprehensible taking into account the interests of both parties.

4.2 If a production time has been agreed, this shall be extended if the customer's cooperation or the approval of concepts or drafts is delayed or refused or if subsequent change requests by the customer result in additional expenditure.

4.3 After completion, the customer is obligated to accept the website or app, provided that it is essentially produced in accordance with the contract. Acceptance shall be deemed to have been granted if the customer does not report significant defects in text form within four weeks after notification of completion by us and online placement. We instruct the
Customer within the scope of the notice of completion to the occurrence of the deemed acceptance after the expiry of the deadline.

5. Copyrights, source code
5.1 Unless otherwise agreed, the customer shall be granted the right, unlimited in time and space, to reproduce, edit or otherwise redesign the website or app for purposes of the contractually intended use as a website or app, or to use it in this context in any way. We grant the customer all other possible performance and property rights that are necessary for this use. We are entitled to provide the homepage of the website or app with a discreet copyright notice. Furthermore, we are entitled to use the name and company logo of the customer as well as representations of the website or app or links thereto for advertising purposes as a reference, e.g. in the form of screenshots of the Internet presence on our website or as part of individual offer documents.

5.2 The Customer shall not be entitled to receive the source code unless the parties have expressly agreed to this or have provided for separate remuneration for this. A commentary of the source code is not included or would be subject to separate agreement and remuneration.

5.3 The foregoing claims (or possible claims) shall only arise upon fulfillment of all payment obligations of the customer. 6.Defect Rights, Obligation to Inspect and Give Notice of Defects

6.1 We undertake in accordance with the statutory provisions and the following provisions to provide the website or app free of material defects and defects of title. Defect rights are excluded insofar as they are based on materials provided by the customer or other specifications of the customer.

6.2 If the website or app is defective, the customer may demand subsequent performance. We shall have the right to choose whether the subsequent performance is to be carried out by remedying the defect or by delivering a defect-free item. The customer shall only be entitled to reduce the remuneration or withdraw from the contract if the subsequent performance has failed. Further claims for damages exist only under the additional conditions of § 8.

6.3 The customer shall inspect the website or app immediately after delivery by us, insofar as this is feasible in the ordinary course of business. Defects visible during the inspection must be reported immediately. Defects not recognizable during the inspection must be reported immediately after discovery of the defect. The notice of defect shall be deemed to be without undue delay if it is given within 14 days. The timely dispatch of the notification shall be sufficient for the timeliness. If the customer fails to give notice, claims for defects shall be excluded.

6.4 Claims and rights based on defects shall become time-barred one year after delivery. Deviating from this, the statutory limitation periods shall apply to claims for damages due to injury to life, limb or health. The statutory limitation periods shall also apply to claims for other damages based on an intentional or grossly negligent breach of duty by us or our vicarious agents.

7.Liability
7.1 We shall be liable for damages of any kind - irrespective of the other statutory prerequisites for claims - in principle only in the event of intent and gross negligence. We shall only be liable for simple negligence in the event of a breach of an obligation, the fulfillment of which is a prerequisite for the proper execution of the contract and on the observance of which the customer may regularly rely (cardinal obligation). Otherwise, liability for damages of any kind, regardless of the basis of the claim, including liability for culpa in contrahendo, is excluded. If we are liable due to negligent conduct, the liability shall be limited to the damage that we typically had to expect according to the circumstances known at the time of the conclusion of the contract. The above exclusions and limitations of liability shall not apply insofar as we have assumed a guarantee, for damages which are to be compensated according to the Product Liability Act, as well as for damages to life, body or health. The above exclusions and limitations of liability shall also apply in favor of employees, vicarious agents and other third parties whose services we use to fulfill the contract.

8. Applicable law, place of jurisdiction
8.1 The law of the Federal Republic of Germany shall apply with the exception of the UN Convention on Contracts for the International Sale of Goods (CISG).

8.2 The place of jurisdiction in dealings with merchants, legal entities under public law or special funds under public law shall be the registered office of our company. However, we shall be entitled, at our discretion, to bring an action at the customer's place of business.

B. PRODUCTION OF VIDEOS AND PHOTOS
1. Subject matter, scope of application
1.1. Subject of section
A. dieser Allgemeinen Geschäftsbedingungen ist die Produktion von Werbe-, Präsentations- und Image-Videos (nachstehend „Videos“), sowie von Fotos (nachstehend „Bilder“) durch die Adrian Sangeorgean, Darmstädter Straße 11, 64646 Heppenheim (nachstehend „wir“ bzw. „uns“) für den Kunden (nachstehend „Kunde“ oder „Sie“ bzw. „Ihnen“).

1.2 These General Terms and Conditions shall apply exclusively to business transactions with entrepreneurs as defined by law in Section 14 of the German Civil Code, i.e. to natural and legal persons or partnerships with legal capacity who enter into a business relationship with us in the exercise of their commercial or independent professional activity.

1.3 Our offers and services are subject exclusively to these General Terms and Conditions. Any terms and conditions of the user that deviate from and/or go beyond these terms and conditions shall not become part of the contract.

2.Benefits
2.1 The price calculation is based on the specifications regarding the script, location and/or image content as agreed with the customer at the beginning.

2.2 We shall endeavor to implement subsequent requests for changes or additions made by the customer at the customer's request. There is no legal obligation to do so, unless an objective reason for refusing the changes is not apparent. We shall notify the customer without delay if we refuse subsequent requests for changes by the customer. Additional expenditure due to changes or additions shall be remunerated separately.

3. Obligations to cooperate, indemnification obligation of the customer
3.1 The customer is obligated to provide all necessary cooperation, in particular, if applicable, to provide the filming location(s), props and actors/actresses/models to be provided by the customer.

3.2 Property Release: If the filming location for a video and/or the location for a photo shoot is to be provided by the customer, the customer shall also be responsible for ensuring that any third party entitled to dispose of the property (e.g. apartment owner) grants the corresponding filming permission or photography permission ("Property Release").

3.3 Responsibility for content: The Customer is solely responsible for ensuring that any content provided by it for inclusion in the Video and/or Images does not violate any laws or third party rights. You shall ensure that this content and its use for the production and use of the video and/or images does not violate any relevant legal provisions and does not violate any third-party industrial property rights or third-party intellectual property rights such as, for example, rights to a name, trademark rights (brands, registered designs) or copyrights. You assure us that you can freely dispose of the rights to the materials and content required in this respect and that the rights of third parties do not conflict with this. We do not assume any inspection obligations, in particular we are not obliged to check the contents for possible infringements of third party rights.

3.3.1 Music in particular: If the customer provides pieces of music (or excerpts or parts thereof) for inclusion in the video to be produced, the customer warrants that it has the necessary rights for this. This applies in particular to the film production rights of the authors to the composition and the lyrics (to be requested from the music publisher, the collecting society (e.g. GEMA) and/or the authors themselves) as well as the insertion rights of the performing artists (artists) and the sound carrier manufacturers to the recording (to be requested from the record company and/or the artists themselves).

3.4 In the event that a third party asserts a claim against us due to possible violations of law within the meaning of Section 3.3. (including 3.3.1.), the customer undertakes to indemnify us against any liability and to compensate us for any expenses and damages caused thereby, including reasonable costs of legal defense.

3.5 The customer shall ensure that personnel authorized to make decisions are named to us for necessary coordination meetings and shall guarantee their availability in terms of time.

4. Completion time, acceptance
4.1 The customer shall be obligated to approve our concept without delay by means of a corresponding declaration in text form, provided that this concept complies with the requirements on which the contract is based and no objections are raised that are comprehensible taking into account the interests of both parties.

4.2 If a production time has been agreed, this shall be extended if the customer's cooperation or the approval of concepts or drafts is delayed or refused or if subsequent change requests by the customer result in additional expenditure.

4.3 After completion, the customer shall be obligated to accept the work, provided that the produced video and/or the produced images are essentially produced in accordance with the contract. Acceptance shall be deemed to have been granted if the customer does not notify us of defects in text form within four weeks of notification of completion by us and provision (for online retrieval or on data media). Within the scope of the notification of completion, we shall point out to the customer the occurrence of the acceptance fiction after the expiry of the deadline.

5. Copyrights
5.1 Unless otherwise agreed, the customer shall be granted the right, unlimited in time and space, to use the video or images for the intended purposes. A shortening or use in excerpts is permissible, however, any further processing or other transformation requires our consent. The transfer of rights refers to the finished edited version of the video, not to the uncut version and/or other recordings/footage and also not to the original files or, in the case of images, to the finished images and not to the original files.

5.2 If applicable, the above claims shall only arise upon fulfillment of all payment obligations of the customer.

6.Credits
6.1 We are entitled to provide the video with appropriate credits (references to copyright and/or ancillary copyright holders) in the credits.

6.2 Images are to be provided with the following image source reference for each use: 1Plus Agency

7. Reference use
7.1 We are furthermore entitled to use the name and company logo of the customer as well as the video or the images and/or excerpts thereof for advertising purposes as a reference, e.g. on our website or as part of individual presentations.

8. Cancellation by the customer
8.1 A cancellation of your order for the production of a video and/or images is possible for you until completion if there is an important reason for it. An important reason usually requires that the reason for cancellation is in our area of risk. If your need ceases to exist, this is usually in your area of risk and is therefore usually not an important reason.

8.2 In the event of cancellation, we are entitled to charge you the difference between the agreed remuneration and that which we have saved in expenses as a result of the cancellation of the contract or have acquired through other use of our labor or have maliciously failed to acquire.

8.3 Instead of a concrete calculation of the difference amount within the meaning of the above paragraph (2), we may charge a lump-sum cancellation compensation in the amount of 15% of the agreed remuneration. If you prove that the differential amount within the meaning of the preceding paragraph (2) is lower, this lower amount shall apply.
8.4 Even if the conditions for cancellation according to this paragraph are not met, you can of course ask us at any time whether we would agree to a cancellation. We will then check in each case whether and under what conditions we can meet your cancellation request.

9. Defect rights
9.1 Claims and rights based on defects shall become time-barred one year after acceptance. Deviating from this, the statutory limitation periods shall apply to claims for damages due to injury to life, limb or health. The statutory limitation periods shall also apply to claims for other damages based on an intentional or grossly negligent breach of duty by us or our vicarious agents.

10. Liability
10.1 We shall be liable for damages of any kind - irrespective of the other statutory requirements for claims - in principle only in the event of intent and gross negligence. We shall only be liable for simple negligence in the event of a breach of an obligation, the fulfillment of which is a prerequisite for the proper execution of the contract and on the observance of which the customer may regularly rely (cardinal obligation). Otherwise, liability for damages of any kind, regardless of the basis of the claim, including liability for culpa in contrahendo, is excluded. If we are liable due to negligent conduct, the liability shall be limited to the damage that we typically had to expect according to the circumstances known at the time of the conclusion of the contract. The above exclusions and limitations of liability shall not apply insofar as we have assumed a guarantee, for damages which are to be compensated according to the Product Liability Act, as well as for damages to life, body or health. The above exclusions and limitations of liability shall also apply in favor of employees, vicarious agents and other third parties whose services we use to fulfill the contract.

11. Applicable law, place of jurisdiction
11.1 The law of the Federal Republic of Germany shall apply with the exception of the UN Convention on Contracts for the International Sale of Goods (CISG).

11.2 The place of jurisdiction in dealings with merchants, legal entities under public law or special funds under public law shall be the registered office of our company. However, we shall be entitled, at our discretion, to bring an action at the customer's place of business.

C. GRAPHIC DESIGN AND PRINTED MATTER
1. Subject matter, scope of application
1.1. Gegenstand von Buchstabe C. dieser Allgemeinen Geschäftsbedingungen ist die Rechtsbeziehung zwischen der Adrian Sangeorgean, Darmstädter Straße 11, 64646 Heppenheim (nachstehend „wir“ bzw. „uns“) und dem Kunden (nachstehend „Kunde“ oder „Sie“ bzw. „Ihnen“) betreffend die Konzeption und Erstellung von Logos, Designs, Layouts oder sonstigen Grafiken (nachstehend „Grafik(en)“) für Flyer, Broschüren, Visitenkarten und sonstige Druckerzeugnisse (nachstehend „Druckerzeugnis(se)“) sowie ggf. die Herstellung (durch Unterbeauftragung einer Druckerei) und Lieferung der Druckerzeugnisse selbst.

1.2 These General Terms and Conditions shall apply exclusively to business transactions with entrepreneurs as defined by law in Section 14 of the German Civil Code, i.e. to natural and legal persons or partnerships with legal capacity who enter into a business relationship with us in the exercise of their commercial or independent professional activity.

1.3 Our offers and services are subject exclusively to these General Terms and Conditions. Any terms and conditions of the user that deviate from and/or go beyond these terms and conditions shall not become part of the contract.

2. Obligations to cooperate, indemnification obligation of the customer
2.1 The Customer shall be obliged to perform all necessary acts of cooperation, in particular to supply without delay all content and materials (texts, images, tables, etc.) to be included in the graphics or printed product, the inclusion of which the Customer desires, in a form or quality suitable for implementation, and to provide without delay upon request all other information, documents and data required for the performance.

2.2 The customer is solely responsible for materials and content provided by the customer. We do not assume any inspection obligations; in particular, we are not obligated to check the content for possible infringements of third-party rights. The customer is solely responsible for ensuring that the content provided by him does not violate any laws or rights of third parties.

2.3 Should third parties assert claims against us due to possible violations of the law, the customer undertakes to indemnify us against any liability and to compensate us for any expenses and damages caused thereby, including reasonable costs of legal defense.

3. Raw files and Artwork
3.1 The Customer shall not be entitled to receive the raw files or the artwork if and to the extent that the Parties have not expressly agreed on this or have provided for separate remuneration for this.

4. Delivery of printed products
4.1 In the case of printed products, no complaints may be made about excess or short deliveries of up to 10% of the ordered print run. The delivered quantity shall be calculated. In the case of deliveries of paper custom-made products under 1000 kg, the percentage shall be increased to 20 %, and under 2000 kg to 15 %.

5. Delivery disruptions for printed products
5.1 If we are unable to provide printed products because we are not supplied by a subcontractor through no fault of our own despite the subcontractor's contractual obligation, we shall be entitled to (partially) withdraw from the contract with the customer with regard to the printed products concerned. In this case, we will inform the customer immediately that the ordered products are not available and reimburse any services already rendered without delay.

6. Rights of use
6.1 Unless otherwise agreed, the customer shall be granted the right, unlimited in terms of time and space, to use the graphics for the intended purposes. Shortening or use in extracts is permissible, but further processing or other transformation requires our consent. Unless otherwise agreed, the transfer of rights relates solely to the transmitted final format, not to the original files, even if these are supplied.

7. Voucher copies
7.1 The customer shall provide us free of charge with 3 perfect copies of all graphics and print products reproduced and created by us.

8. Own use for reference purposes
8.1 We are entitled to use graphics and print products created by us and/or the name, company and logo of the customer for our own reference purposes, e.g. on our presence on the Internet and/or in social media or, for example, in advertising flyers, brochures, catalogs and/or other print products.

9. Claims for defects
9.1 Claims and rights based on defects shall become time-barred one year after delivery or acceptance. Deviating from this, the statutory limitation periods shall apply to claims for damages due to injury to life,
of the body or health. The statutory limitation periods shall also apply to claims for other damages based on an intentional or grossly negligent breach of duty by us or our vicarious agents.

9.2 The following shall apply to the delivery of movable goods to be manufactured or produced by us: If the customer acts as a merchant within the meaning of § 1 of the German Commercial Code, he shall inspect the goods immediately upon receipt. We must be notified in writing of any recognizable defects immediately upon receipt of the goods or - if the defect only becomes apparent later - immediately upon discovery. The timely dispatch of the notification shall be sufficient to preserve the rights of the customer. If this is not done, the goods shall be deemed to have been approved. This shall not apply if we have fraudulently concealed the defect.

10. Liability
10.1 We shall be liable for damages of any kind - irrespective of the other statutory requirements for claims - in principle only in the event of intent and gross negligence. We shall only be liable for simple negligence in the event of a breach of an obligation, the fulfillment of which is a prerequisite for the proper execution of the contract and on the observance of which the customer may regularly rely (cardinal obligation). Otherwise, liability for damages of any kind, regardless of the basis of the claim, including liability for culpa in contrahendo, is excluded. If we are liable due to negligent conduct, the liability shall be limited to the damage that we typically had to expect according to the circumstances known at the time of the conclusion of the contract. The above exclusions and limitations of liability shall not apply insofar as we have assumed a guarantee, for damages which are to be compensated according to the Product Liability Act, as well as for damages to life, body or health. The above exclusions and limitations of liability shall also apply in favor of employees, vicarious agents and other third parties whose services we use to fulfill the contract.

11. Applicable law, place of jurisdiction
11.1 The law of the Federal Republic of Germany shall apply with the exception of the UN Convention on Contracts for the International Sale of Goods (CISG).

11.2 The place of jurisdiction in dealings with merchants, legal entities under public law or special funds under public law shall be the registered office of our company (Taufkirchen). However, we shall be entitled, at our discretion, to bring an action at the customer's place of business.