TERMS & CONDITIONS

§ 1 Scope

(1) These general terms and conditions (T&C) apply to all contracts between MAD MIRROR STUDIOS GbR, Zentgrafenstraße 93, 34130 Kassel, Germany ("we"), and its clients for services in film and video production including AI-assisted production, photography, branding, graphic design, social media and content, performance marketing and marketing consulting, and related services.

(2) Our services are aimed exclusively at businesses within the meaning of § 14 BGB (German Civil Code), legal entities under public law and special funds under public law. We do not enter into contracts with consumers within the meaning of § 13 BGB.

(3) These T&C apply exclusively. Deviating or additional terms of the client only become part of the contract if we expressly agree to them in text form. This also applies if we perform services knowing of such terms.

(4) In an ongoing business relationship, these T&C in the version valid at the time of contract also apply to follow-up orders without us having to refer to them again.

(5) Individual agreements take precedence over these T&C (§ 305b BGB). In the event of contradictions, this order applies: individual contract or order confirmation, offer with service description, these T&C, statutory provisions.

(6) Where our partner studio VORTAIL SYSTEMS provides services (software, automation, AI), its own terms apply to them unless the offer provides otherwise.

§ 2 Offers and conclusion of contract

(1) The content of our website, in particular service descriptions, prices and the results of the project configurator and the business check-up, is non-binding and not an offer in the legal sense. It serves as guidance and to prepare an individual offer.

(2) Our offers are valid for 30 days from their date unless they state otherwise.

(3) The contract is concluded when the client accepts our offer in text form (for example by email or digital signature) or when we confirm the client's order in text form. If, at the client's request, we start work before acceptance, the contract is concluded on the terms of our offer at the latest when work begins.

(4) Changes and additions to the contract should be recorded in text form.

§ 3 Services

(1) The type and scope of our services are set out in the offer and the service description it contains. Services not mentioned there, such as additional shooting days, formats, language versions, subtitles, raw footage or open project files, are paid for separately.

(2) We perform our services with care and in line with the recognised standards of our profession. Within the briefing and the approved concepts we have creative freedom. Differences that only concern taste are not a defect.

(3) For productions and design work, such as film, photo and design, we owe the agreed work result. For consulting, social media management, community management and performance marketing, we owe the careful performance of the agreed activity, not a specific commercial result.

(4) We do not guarantee any particular reach, follower numbers, rankings in search engines or AI answers, clicks, enquiries or sales unless we have expressly given such a guarantee as a guarantee. Platforms such as Instagram, TikTok, YouTube, Meta, Google or LinkedIn change their rules and algorithms on their own; we have no influence on this.

(5) We may engage qualified third parties, for example freelance camera operators, editors, voice artists, models or service providers. We are responsible to the client for them as for our own actions.

§ 4 Client's cooperation

(1) The client provides us in good time, completely and in suitable form with all information, content and materials needed for the service (such as logos, texts, images, music and brand guidelines), as well as access and contact persons. The client gives approvals and feedback within five working days unless agreed otherwise.

(2) The client warrants that it holds the necessary rights to the materials it provides to us and that their agreed use does not infringe any third-party rights. It indemnifies us against third-party claims based on a culpable breach of this obligation, including reasonable costs of legal defence.

(3) Where the client provides locations, premises, events, staff or guests, it obtains the necessary permits (such as filming permits and the owner's permission) and ensures that the people filmed or photographed are informed about the recordings and, where required, have consented. For models and actors we book ourselves, we obtain the necessary consents.

(4) The client checks the legal admissibility of content and advertising claims on its own responsibility, in particular under competition, trademark, health advertising, food and data protection law. We do not owe a legal review; we point out legal concerns that we notice. Trademark searches for names, claims and logos are only part of our service if agreed.

(5) If the service is delayed because the client does not cooperate, or does not cooperate in time or in full, agreed dates are postponed accordingly. We may charge the resulting additional effort, for example for waiting time or rescheduling, at the agreed rates. Our rights under §§ 642, 643 BGB remain unaffected.

(6) Social media accounts and advertising accounts are held in the client's name. The client grants us the necessary access or roles; we treat access data confidentially and return access when the contract ends.

§ 5 Production days, postponement and cancellation

(1) A production day covers up to ten hours including set-up, tear-down and breaks unless agreed otherwise. We charge additional time according to the offer or, if it does not cover this, pro rata on the basis of the day rate.

(2) If the client postpones or cancels a firmly agreed production date for reasons for which we are not responsible, we charge the following share of the fee agreed for the production days concerned:

• More than 14 days before the date: no cancellation fee.
• 14 to 7 days before: 25 %.
• 6 to 3 days before: 50 %.
• Less than 3 days before: 80 %.

(3) In addition, the client reimburses third-party costs that have already been incurred and can no longer be cancelled, for example for travel, accommodation, locations, crew, models or rental equipment. If, in the case of a postponement, we agree a new date within three months no later than 7 days before the original date, we only charge these third-party costs.

(4) The client remains entitled to prove that we incurred no loss or effort or a significantly lower one; we remain entitled to prove a higher loss. For the remaining part of the order, § 16 applies.

(5) If, in our professional judgement, an outdoor shoot is not reasonably possible because of the weather, we agree a new date. The client bears third-party costs already incurred that cannot be cancelled. We only charge for the cancelled day if the team has already travelled; in that case 50 % of the day rate.

(6) We charge travel, accommodation and transport costs and travel time separately unless the offer includes them.

§ 6 Fees and payment

(1) The prices in the offer apply. All prices are in euros plus statutory VAT where applicable. For clients based in another EU member state, we invoice without German VAT under the reverse-charge procedure if the requirements are met; for this, the client provides us with its valid VAT identification number.

(2) Third-party costs, for example for music and stock licences, locations, models, actors, voice artists, props, rental equipment, printing or paid AI generation beyond the scope of the offer, are only included in the price if the offer names them. Otherwise we agree them with the client in advance and charge them separately.

(3) Advertising budgets, for example for Meta, Google, TikTok or LinkedIn, are paid by the client directly to the respective platform through its own ad account unless agreed otherwise. We are not responsible for billing, account suspensions or platform decisions unless we are at fault.

(4) Unless agreed otherwise, for projects we invoice 50 % of the net fee when the contract is concluded and the remainder on acceptance. For projects running longer than two months, we may request instalments according to progress (§ 632a BGB). We invoice ongoing services monthly in advance.

(5) Invoices are payable without deduction within 14 days of the invoice date. In the event of late payment, the statutory rules apply, in particular default interest of nine percentage points above the base rate and the lump sum under § 288(5) BGB.

(6) We deliver final versions in full resolution and without watermarks once the payment invoiced on acceptance has been received. If the client is in default with payments due, we may withhold further services under the same contract until payment.

(7) The client may only set off against our claims with claims that are undisputed or established by a final court decision; this does not apply to counterclaims for defects or partial non-performance under the same contract. The client may only assert a right of retention on the basis of claims under the same contractual relationship.

§ 7 Revisions, approvals and acceptance

(1) Two revision rounds are included per deliverable unless the offer provides otherwise. A revision round consists of the client's consolidated feedback on a draft and its implementation.

(2) The client approves concepts, scripts, storyboards, mood boards, shooting schedules and cuts in each case. We charge changes to approved drafts and changes beyond the included revision rounds by effort at the agreed rates; if additional costs arise, we say so in advance. Changes that require a new shoot need a separate agreement.

(3) Once a work is finished, we provide an acceptance version, such as a preview in reduced resolution or with a watermark. The client reviews it without undue delay and either declares acceptance or informs us of specific defects in text form. The client may not refuse acceptance because of insignificant defects.

(4) The work is deemed accepted if, after completion, we have set the client a reasonable period for acceptance of at least ten working days and the client does not refuse acceptance within this period stating at least one defect (§ 640(2) BGB). If the client publishes or uses the work as intended without having first reported defects, it is also deemed accepted.

(5) We may submit self-contained parts, such as individual films, photo series or designs, for acceptance separately.

§ 8 Rights of use

(1) Our work results, such as films, photos, graphics, designs, texts and concepts, are generally protected by copyright. Upon full payment of the respective agreed fee, we grant the client the rights of use set out in the offer to the finally delivered work results.

(2) If the offer does not cover rights of use, the client receives a non-exclusive right, unlimited in time and territory, to use the work results for its own advertising, corporate communication and public relations: on its own websites and its own social media channels including paid online advertising, in newsletters and presentations and at its own trade fairs and events. Use on television, in cinemas, in outdoor advertising or in print ads, use by third parties and exclusive rights require a separate agreement and fee.

(3) Until full payment, we permit use only on a revocable basis.

(4) The client may technically adapt the work results for the agreed use, for example change formats, crop, shorten for social media or add subtitles, provided the overall impression is not distorted. Further edits and re-cuts as well as using the work results to train AI models require our consent in text form.

(5) The client may only transfer the right of use to third parties or grant sublicences with our consent. Service providers working for the client within the agreed use, such as media or advertising agencies and printers, may use the work results for this purpose without separate consent.

(6) Raw material (such as footage, RAW files and unselected shots), open project and working files, and drafts and concepts that were not implemented are not part of the delivery. We only hand them over under a separate agreement; the rights to them remain with us.

(7) We license third-party music, stock material, fonts, templates and software under the terms of the respective rights holders. These may restrict use by medium, territory or duration; the same applies to the rights of models and actors. We point out such restrictions in the offer or on delivery.

(8) We may be credited as authors in the customary way, for example in the end credits or the image credits. A credit or tag in the client's posts is only owed if agreed.

(9) For logos and brand marks we develop for the client, such as word, figurative or combined marks, the following applies notwithstanding paragraphs 2, 4 and 5: upon full payment we grant the client an exclusive right of use to the finally delivered logo, unlimited in time, territory and content, including the right to edit the logo, to register it as a trademark and to transfer the right of use to third parties or grant sublicences without our consent. Paragraph 6 and our rights under § 9 remain unaffected.

§ 9 References and self-promotion

(1) We may use the work results, the client's name and logo and a description of the project for our own promotion, for example on our website, on social media, in presentations, showreels, competitions and press work. This also applies to making-of and behind-the-scenes material.

(2) Before the client has published them, we only use work results with the client's consent. We only mention the client's figures, for example on reach or sales, with the client's consent.

(3) If the client has a legitimate interest, such as confidentiality, it may object to the use under paragraph 1 in text form when the contract is concluded or later with effect for the future.

§ 10 AI-assisted services

(1) In production and post-production we also use artificial intelligence tools, for example to generate and edit images, video and sound, for translations, subtitles or voice-overs. We identify productions created mainly or entirely with AI as such in the offer.

(2) We only use AI services whose terms permit commercial use of the results, and we avoid recognisable infringements of third-party rights, such as imitating well-known people, brands or protected characters without permission. We only enter the client's confidential documents and personal data into AI services that do not use this data for training.

(3) Under current law, purely AI-generated content may not be protected by copyright. We grant rights of use to the extent they arise and belong to us; beyond that, we permit use to the agreed extent. We cannot rule out that third parties create similar results with AI; we therefore do not promise exclusivity for AI-generated content.

(4) Realistic AI-generated or AI-altered image, sound and video content may have to be labelled under Art. 50 of the AI Act (Regulation (EU) 2024/1689) or under platform rules. We inform the client of AI-generated parts on delivery; the client is responsible for labelling on publication.

§ 11 Ongoing services and social media management

(1) Contracts for ongoing services, such as social media management, content packages, performance marketing or consulting on retainer, run for the minimum term stated in the offer. They then continue for an indefinite period and can be terminated by either party in text form with one month's notice to the end of a month. If no minimum term is agreed, this notice period applies from the start.

(2) Monthly allowances, for example of posts, reels or hours, must be used within the respective month. We only carry unused allowances over to the following month by agreement; there is no refund insofar as we were ready to perform.

(3) We publish posts on the client's channels after the client's approval. If the client has approved an editorial plan, we may publish the posts it contains as planned. In community management we reply according to the agreed guidelines; we forward complaints, legal enquiries and press enquiries to the client.

(4) We are only liable for suspensions, restrictions or loss of reach caused by platform decisions if we caused them through a culpable breach of platform rules.

§ 12 Deadlines and force majeure

(1) Delivery dates and deadlines are only binding if we have confirmed them as binding in text form. They are extended appropriately if the client does not cooperate in time or requests changes later.

(2) In the event of force majeure, meaning events beyond our control such as storms, natural events, epidemics, strikes, official orders or the failure of means of transport, the affected obligations of both parties are suspended for the duration of the disruption and a reasonable start-up period. If the disruption lasts longer than four weeks, either party may withdraw from the affected part of the contract; services already rendered and third-party costs that cannot be cancelled are paid for.

§ 13 Claims for defects

(1) For work results, the statutory rights in respect of defects apply with the following provisions: we are first entitled and obliged to remedy the defect; at our choice we rectify it or deliver anew. If the remedy fails, the client may reduce the price or withdraw from the contract in accordance with the statutory provisions. Damages are governed by § 14.

(2) Claims for defects become time-barred twelve months after acceptance. This does not apply in cases of intent, gross negligence, fraudulent concealment of a defect, a guarantee given, injury to life, body or health, or claims under the Product Liability Act; in these cases the statutory periods apply.

§ 14 Liability

(1) We are liable without limitation for intent and gross negligence, for injury to life, body or health, for fraudulent concealment of a defect, under a guarantee given and under the Product Liability Act.

(2) In the event of a slightly negligent breach of essential contractual obligations, our liability is limited to the foreseeable damage typical for the contract. Essential obligations are those whose fulfilment makes the proper performance of the contract possible in the first place and on whose fulfilment the client may regularly rely.

(3) Otherwise, our liability for slight negligence is excluded.

(4) These limitations also apply in favour of our partners, employees and vicarious agents.

(5) We back up project data during production with due care. For the slightly negligent loss of data the client provided to us, we are only liable for the effort that would be needed to restore it from a proper backup kept by the client.

(6) We treat items the client provides to us, such as products or props, with care; insuring them is the client's responsibility.

§ 15 Archiving

(1) We keep the finally delivered work results for at least twelve months after acceptance, and raw material and project files for at least three months. After that we may delete them without informing the client beforehand. On request, we agree longer archiving or the handover of raw material separately.

(2) The client is responsible for backing up the delivered files.

§ 16 Termination

(1) The client may terminate contracts for work at any time until completion (§ 648 BGB). We may then claim the agreed fee but must deduct what we save in expenses or earn elsewhere as a result of the termination. It is presumed that we are entitled to 5 % of the fee attributable to the part of the service not yet performed. For cancelled production dates, § 5 takes precedence.

(2) The right of both parties to terminate for good cause remains unaffected. Good cause exists for us in particular if the client is more than 30 days in default with a payment due despite a reminder, fails to meet essential cooperation obligations despite a deadline, or demands content from us that violates applicable law.

(3) Notices of termination must be given in text form.

§ 17 Confidentiality and data protection

(1) Both parties treat confidential information of the other party, in particular trade secrets and unpublished products and campaigns, confidentially and use it only for the cooperation. This obligation applies until three years after the end of the contract. It does not apply to information that is or becomes generally known without a breach of this obligation, that was already known to the other party, or that must be disclosed due to statutory or official obligations. Advisors bound to secrecy may be informed. § 9 remains unaffected.

(2) If we process personal data on the client's behalf, for example in community management or for lead forms in campaigns, we conclude a data processing agreement under Art. 28 GDPR for it. How we ourselves process personal data is explained in our privacy policy.

§ 18 Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) If the client is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, Kassel is the exclusive place of jurisdiction for all disputes arising from or in connection with the contract. We may also sue the client at its general place of jurisdiction.

(3) Text form, for example an email, is sufficient for declarations under these T&C, such as approvals, notices of defects and terminations.

(4) The German version of these T&C is authoritative; translations are for information only.

(5) If a provision of these T&C is wholly or partly invalid, the remainder of the contract remains valid. The statutory provision takes the place of the invalid provision (§ 306(2) BGB).