General terms and conditions

1.1 The following terms and conditions apply if Groox Filmproduktion is opposed by an entrepreneur within the meaning of § 1 KSchG as a contractual partner. 1.2 Groox Filmproduktion provides its services exclusively on the basis of the following general terms and conditions. By placing an order, the client acknowledges their applicability. These also apply to all future business relationships, even if they are not expressly referred to. Any general terms and conditions of the contractual partner shall not become part of the contract. 1.3 Should individual provisions of these general terms and conditions be ineffective, this shall not affect the binding nature of the remaining provisions of the contracts concluded on the basis of them. An ineffective provision must be replaced by a valid one that comes closest to its meaning and purpose. 1.4 Offers from Groox Filmproduktion are subject to change and non-binding.

2.1 Groox Filmproduktion is entitled to all copyright and ancillary copyright rights of the photo manufacturer (§§1, 2 para. 2, 73ff UrhG). 1 Authorizations of use (publishing rights, etc.) are only considered granted if expressly agreed. In this case, the contractual partner acquires a simple (non-exclusive and non-exclusive), non-transferable (assignable) usage permit for the expressly agreed purpose of use and within the agreed limits (circulation rate, time and location restriction, etc.); in case of doubt, the scope of use stated in the invoice or delivery note is decisive. In any case, the contractual partner only acquires as many rights as corresponds to the disclosed purpose of the contract (order placed). In the absence of any other agreement, the usage permit is considered granted only for a one-time publication (in one edition), only for the expressly specified medium of the client and not for advertising purposes.

2.2 With every use (reproduction, distribution, transmission, etc.), the contractual partner is obliged to affix the manufacturer name (attribution) or copyright notice in the sense of WURA (World Copyright Agreement) clearly and easily legible (visible), in particular not fallen and in normal letters, directly to the photograph and clearly attributable to it, as follows: Photo: “© groox Filmproduktion” or “Camera: groox.com” and, as published, date of first publication. In any case, this provision is regarded as an affix of the manufacturer's name within the meaning of Section 74 (3) UrhG. If the photo is signed on the front (in the picture), the publication of this signature does not replace the manufacturer's note described above.

2.3 Any change to the photo requires the written consent of groox Filmproduktion. This only does not apply if the change is necessary for the purpose of the contract known within Groox Filmproduktion.

2.4 The usage permit is only considered granted if the agreed recording and use fee has been paid in full and only if a proper manufacturer name/attribution (point 2.2 above) is provided.

2.5 In the event of publication, two free copy copies must be sent. For expensive products (art books, video cassettes), the number of sample copies is reduced to one piece. When published on the Internet, groox Filmproduktion must be provided with the web address.

2.6 Groox Filmproduktion provides the contractual partner with the rights to image and video material (number of photos and clips in consultation) for advertising purposes and commercial use (always with agreements with Groox Filmproduktion). Further agreements are defined in the contract. III. Ownership of film material — archiving

Groox Filmproduktion owns the image files. The right to transfer digital image files exists only after an express written agreement and — unless there is a different agreement — concerns only a selection and not all image files produced by the media team. In any case, the usage permit is only considered granted within the scope of Section 2.1.

3.2 Duplication or distribution of photographs in online databases, in electronic archives, on the Internet or in intranets, which are not only intended for internal use by the client, on floppy disk, CD-ROM, or similar data carriers is only permitted on the basis of a special agreement between groox Filmproduktion and the client. The right to a backup copy remains unaffected. 3.3 Groox Filmproduktion will archive the recording for a period of one year without legal obligation. In the event of loss or damage, the contractual partner is not entitled to any claims.

4.1 Groox Filmproduktion is entitled to label the photographs and digital image files with its manufacturer's name in any way it deems appropriate (including on the front side). The contractual partner is obliged to ensure the integrity of the manufacturer's name, in particular when it is permitted to transfer it to third parties (printers, etc.). If necessary, the manufacturer's name must be affixed or renewed. This applies in particular to all means of reproduction created during production or when making copies of digital image files.

4.2 The contractual partner is obliged to store digital photographs in such a way that the manufacturer's name remains electronically linked to the images so that it is retained during any type of data transmission and Groox Filmproduktion can be clearly and unambiguously identified as the author of the images.

5.1 The contractual partner is responsible for obtaining any necessary work usage permits from third parties and consent to depict persons. He indemnifies Groox Filmproduktion in this regard, in particular with regard to claims arising from the right to one's own image in accordance with Section 78 UrhG and with regard to usage claims in accordance with Section 1041 of the Austrian Civil Code. Groox Filmproduktion guarantees the consent of authorized parties only in the event of express written consent for the contractual purposes (point 2.1).

5.2 Should groox Filmproduktion be commissioned by the contractual partner to electronically process third-party photographs, the client assures that he is entitled to do so and indemnifies groox Filmproduktion from all claims by third parties based on a breach of this obligation.

5.3 The contractual partner undertakes to collect any recording objects immediately after recording. If these objects are not picked up after two working days at the latest upon request, groox Filmproduktion is entitled to charge storage costs or to store the items at the client's expense. Transport and storage costs are borne by the client.

6.1 In the event of loss or damage to recordings made on request (slides, negative material, digital image files), groox Filmproduktion — from whatever legal title — is only liable for intent and gross negligence. Liability is limited to its own fault and that of its employees; for third parties (laboratories, etc.), groox Filmproduktion is only liable for intent and gross negligence in the selection. Any liability is limited to material costs and free repetition of recordings (if and to the extent possible). The client is not entitled to any further claims; in particular, groox Filmproduktion is not liable for any travel and accommodation expenses as well as for third-party costs (models, assistants, make-up artists and other recording staff) or for lost profit, sequential and immaterial damage. Claims for damages only exist if gross negligence is proven on the part of the injured party. Compensation claims expire after 3 months from the date of knowledge of the damage and the person causing the damage, but in any case 10 years after the service or delivery has been provided.

6.2 Section 6.1 applies mutatis mutandis in the event of loss or damage to transferred templates (films, layouts, display pieces, other templates, etc.) and transferred products and props. More valuable items must be insured by the contractual partner.

6.1 In the event of loss or damage to recordings made on request (slides, negative material, digital image files), groox Filmproduktion — from whatever legal title — is only liable for intent and gross negligence. Liability is limited to its own fault and that of its employees; for third parties (laboratories, etc.), groox Filmproduktion is only liable for intent and gross negligence in the selection. Any liability is limited to material costs and free repetition of recordings (if and to the extent possible). The client is not entitled to any further claims; in particular, groox Filmproduktion is not liable for any travel and accommodation expenses as well as for third-party costs (models, assistants, make-up artists and other recording staff) or for lost profit, sequential and immaterial damage. Claims for damages only exist if gross negligence is proven on the part of the injured party. Compensation claims expire after 3 months from the date of knowledge of the damage and the person causing the damage, but in any case 10 years after the service or delivery has been provided.

6.2 Section 6.1 applies mutatis mutandis in the event of loss or damage to transferred templates (films, layouts, display pieces, other templates, etc.) and transferred products and props. More valuable items must be insured by the contractual partner.

Groox Filmproduktion is entitled to terminate the contract with immediate effect for important reasons. An important reason is to be assumed in particular if bankruptcy or compensation proceedings are opened against the assets of the contractual partner or an application to open such proceedings is rejected due to lack of cost-covering assets, or if the customer stops making payments or there are legitimate concerns about the creditworthiness of the contractual partner and, at the request of Groox Filmproduktion, does not make any advance payments or suitable security, or if the performance of the service is carried out for reasons which is impossible or is further delayed despite setting a 14-day grace period, or the contractual partner continues to violate essential obligations under the contract, such as payment of a partial amount due or obligations to cooperate, despite a written warning with a grace period of 14 days.

8.1 Groox Filmproduktion will carefully carry out the order placed. He can also have the order carried out in part — by third parties. Unless the contractual partner makes any written instructions, groox Filmproduktion is free as to how the order is carried out. This applies in particular to image design, the selection of photo models, the recording location and the photography/video equipment used. Deviations from previous deliveries do not constitute a defect as such.

8.2 There is no liability for defects that are attributable to incorrect or inaccurate instructions from the contractual partner (Section 1168a ABGB). In any case, groox Filmproduktion is only liable for intent and gross negligence.

8.3 The contractual partner bears the risk for all circumstances not related to Groox Filmproduktion, such as weather conditions during outdoor filming, timely provision of products and props, failure of models, travel restrictions, etc.

8.4 Shipments travel at the expense and risk of the contractual partner.

8.5 Groox Filmproduktion reserves the right — apart from those cases in which the contractual partner has the right to change by law — to fulfill the warranty claim at its discretion by improving, exchanging or reducing the price. In this regard, the contractual partner must always prove that the defect already existed at the time of delivery. The goods must be examined immediately after delivery. Defects identified must also be reported in writing to Groox Filmproduktion immediately, but at the latest within 8 days of delivery, with notification of the nature and extent of the defect. Hidden defects must be reported immediately after they have been discovered. If a complaint is not submitted or is not submitted in due time, the goods are considered approved. The assertion of warranty or compensation claims, including subsequent damage as well as the right to challenge errors based on defects, are excluded in these cases. The warranty period is 3 months.

8.6 We are not liable for minor defects. Color differences when reordering are not considered a significant defect. Section 6.1 applies mutatis mutandis.

8.7 For fixed order dates, liability is only accepted if expressly agreed in writing. In the event of any delays in delivery, 6.1 shall apply accordingly.

8.8 Minor delivery deadlines must be accepted in any case, without the contractual partner having a claim for damages or a right of withdrawal.

9.1 In the absence of an express written agreement, groox Filmproduktion is entitled to a work fee (fee) in accordance with its currently valid price lists, otherwise an appropriate fee.

9.2 The fee is also due for layout or presentation recordings and when no use is made or depends on the decision of third parties. In this case, no price reductions will be granted on the recording fee.

9.3 All material and other costs (props, products, models, etc.), even if they are purchased by Groox Filmproduktion, are only implemented in consultation and must be paid separately. Travel expenses are included in the offer.

9.4 Changes desired by the contractual partner in the course of carrying out the work shall be borne by the contractual partner.

9.5 Conceptual services (advice, layout, other graphic services, etc.) are not included in the recording fee. The same applies to above-average organizational costs or such meeting expenses.

9.6 The contract is fixed-term and binding. In the event of absolutely necessary schedule changes (e.g. due to weather conditions), a fee corresponding to the amount of time spent or reserved in vain must be paid. This is in line with our cancellation regulations. Cancellation at least 6 months before the event: possible at any time. Cancellation at least 3 months before the event: 10% of the total production costs. Up to 1 month before the event: 25% of production costs. 1 week before the event: 50% of production costs.

9.7 The net fee is in EUROS plus sales tax at the respective legal rate.

Unless otherwise expressly agreed in writing, groox Filmproduktion is separately entitled to a work usage fee of an agreed or appropriate amount if a usage permit is granted.

11.1 In the absence of other express written agreements, an advance payment of 50% of the expected invoice amount must be made when the order is placed. Unless otherwise expressly agreed in writing, the remaining fee — if it can be determined by the contractual partner — is due for payment in cash after completion of the work, otherwise immediately after invoicing. The invoices are payable without any deductions and free of charges. In the event of a transfer, payment is only considered to have been made upon notification from Groox Filmproduktion of receipt of payment.

11.2 In the case of orders involving several units, groox Filmproduktion is entitled to invoice each individual service after delivery.

11.3 If the contractual partner defaults on payment, groox Filmproduktion is entitled — without prejudice to excess compensation claims — to charge default interest of 5 percent above the base interest rate annually.

11.4 Insofar as delivered images become the property of the contractual partner, this only takes place upon full payment of the recording fee, including additional costs. The assertion of retention of title does not constitute a withdrawal from the contract, unless this is expressly stated.

The contractual partner expressly agrees that groox Filmproduktion will automatically collect, store and process the data provided by him (name, address, e-mail, credit card details, data for account transfers, telephone number) for purposes of contract fulfilment and support as well as for its own advertising purposes. Furthermore, the contractual partner agrees that electronic mail will be sent to him for advertising purposes until further notice.

Groox Filmproduktion is — unless there is an express written agreement to the contrary — entitled to use photographs produced by it to advertise its work. The contractual partner gives Groox Filmproduktion its express and irrevocable consent to publication for advertising purposes and waives the assertion of any claims, in particular from the right to one's own image in accordance with § 78 UrhG and usage claims in accordance with § 1041 ABGB.

13.1 The place of fulfilment and jurisdiction is the registered office of groox Filmproduktion. In the event of a transfer of registered office, lawsuits may be brought at the old and new company headquarters.

13.2 Any claim of recourse made against Groox Filmproduktion by contractual partners or third parties under the title of product liability within the meaning of the PHG is excluded, unless the person entitled to recourse proves that the error was caused in the sphere of Groox Filmproduktion and was at least grossly negligent. In addition, Austrian substantive law applies. The applicability of the UN sales law is excluded. The contract language is German.

13.3 These general terms and conditions apply mutatis mutandis to film works or moving images produced by the media team according to order, regardless of the process and technology used (film, video, etc.).