General Terms and Conditions of Trade (GTCT)
§ 1 Scope
The following terms and conditions apply for all orders assigned to mp moving-pictures gmbh. The General Terms and Conditions (GTCT) effective at the time of the order acceptance are applicable. mp moving-pictures gmbh do not accept any terms and conditions of the buyer which contradict the present GTCT unless mp moving-pictures gmbh explicitly agree to their validity in writing.
§ 2 Contracting parties
The contracting party applicable for all orders is mp moving-pictures gmbh, Wolfgang Sailer, Peter Sailer, Andreas Karrer, Wasserwerkweg 59, 87700 Memmingen, Germany.
§ 3 Terms of contract
The contract for the use of the services of mp moving-pictures gmbh becomes effective upon signature of same by both contracting parties, or upon the acknowledgement or countersignature of a written customer order form by mp moving-pictures gmbh.
§ 4 Subject matter of contract
Each and every assigned and accepted order is a copyright contract directed at the granting of rights of use of the rendered services.
The work will be publicized on one customer domain only. The buyer will be charged extra for any further domain, the details of which are provided in the price list.
The rights of use of the work are restricted to captive use. The transfer of the rights of use of the work or source code requires the explicit approval of mp moving-pictures gmbh. The source code is allowed to be altered by mp moving-pictures gmbh only and is only allowed to be used with the work acquired from mp moving-pictures gmbh. Any music supplied with the work is only allowed to be used in conjunction with the work produced by mp moving-pictures gmbh.
Unless agreed otherwise, mp moving-pictures gmbh engage to supply the virtual tour in three different Plugin variants (Quicktime, Flash (from version 8 upwards) and Java) in addition to three different shot sizes (modem/ISDN, DSL and full-screen). Any documentary pictures will be supplied with the full resolution on hand. Flash videos will be supplied for Flash, from version 8 upwards. Flash picture animations will be supplied for Flash from version 6 upwards and can be hosted at the customer’s premises. 3D animations with a downloading zoom will be supplied for Flash, from version 6 upwards. Hosting of 3D animations on a zoomserver base will be implemented at our premises at an extra cost, the details of which are provided in the price list.
The rights of use will be transferred upon receipt of full payment.
§ 5 Company-owned copyrights
mp moving-pictures gmbh are entitled to all copyrights and performance protection rights related to the work and source code, especially the PHP code used for the tour. mp moving-pictures gmbh are entitled to use the work and photos for their own marketing purposes. The authorization of use (publication rights, licences etc.) is only deemed granted upon express agreement. In such a case, the buyer shall acquire an elementary, non exclusive, non negotiable and non transferable authorization of use for the expressly agreed purpose of use within the agreed limitations (i.e. number of print runs, broadcast repeats, duplicates, time and place limits, etc.). In default of an agreement the authorization of use shall only be deemed granted for a one-off release (in one edition) and only for the medium expressly specified by the buyer. Any alteration to the assigned work requires the written consent of the contractor.
§ 6 Obligations of contracting parties
The contractors will implement the assigned work to the best of their knowledge and ability. They are entitled to have the service rendered partially or entirely by third parties (laboratories, printing shops, etc.). Unless agreed otherwise in writing, the contractors will be free to implement the assignment as they see fit. This shall particularly apply with regard to the work conception, choice of models, shooting location and technical means deployed. Any deviations from former deliveries will not constitute a shortcoming as such. mp moving-pictures gmbh will provide the buyer with a download link containing the work.
The buyer is obliged to allocate the shooting location ready for shooting on the day and at the time agreed. In the event that any waiting time should arise for mp moving-pictures gmbh of over 45 minutes, the buyer will be charged the normal rates of the photographer, the details of which are provided in the price list.
The notice concerning the copyrights of mp moving-pictures gmbh and the link to mp moving-pictures gmbh must be maintained upon the publishment of the buyer’s homepage. In the event of a breach, the contractors reserve the right to claim damages. On using any facilities of mp moving-pictures gmbh (3D panorama pictures/virtual tours, 3D product presentations, logins, webspace, server hosting etc.) or mp products, the buyer shall be bound to observe any applicable rights of third parties. Moreover, the buyer is obliged to desist from doing anything which – according to general understanding – encroaches illegally upon the interests of other net subscribers. In addition, the buyer shall be bound to protect his login data from misuse through third parties. Any damage to mp moving-pictures gmbh or third parties by disregarding these rules shall be borne by the originator.
§ 7 Remuneration and payment conditions
The written agreement concluded between the contracting parties and the separate price list of mp moving-pictures gmbh are applicable for the scope of remuneration. Any alterations desired by the buyer during the course of the assigned work will be carried out at the buyer’s expense. This shall further apply if alterations are requested by thirds after the assigned work has been delivered. Should the buyer refrain from the implementation of the assigned order for any reason, the contractor shall, unless otherwise agreed, be entitled to half of the agreed remuneration in addition to all actual ancillary expenses. In the event of an absolutely essential change of date (e.g. due to weather conditions, force majeure etc.), remuneration and all ancillary expenses shall be reimbursed according to the expenditure of time wasted or reserved.
One-off services will be invoiced as follows: the invoice will be due for payment upon the acceptance of the buyer, however not later than four weeks after transfer of the acceptance link.
In the event that no acceptance is received from the buyer for work that was duly effected in accordance with the contract, the entire work will be deemed accepted and due for payment.
Upon receipt of full payment, mp moving-pictures gmbh will supply the assigned work to the buyer within one to two workdays.
§ 8 Warranty and liability
mp moving-pictures gmbh bear the statutory warranty for the basic functional suitability and technical serviceability of their deliveries and services within the scope of the agreed specification of services and these GTCT. The liability and warranty conditions of any third party shall apply for their products. In the event of faulty deliveries and services, mp moving-pictures gmbh must be notified immediately upon these becoming known. The buyer is only entitled to request a change or to reduce the contract value if any shortcoming is not eliminated by dint of a rectification or compensation delivery within an adequate term. mp moving-pictures gmbh will be liable for any damage caused through the intent or negligence of their assistants or servants within the scope of the legal requirements. Liability is excluded for damages caused through force majeure – even in the login domains of moving-pictures – which could incur where moving-pictures have no influence on possible harmful content. The buyer shall bear the sole responsibility for any work and interpretations he establishes using the film material. Furthermore, the buyer shall exempt mp moving-pictures gmbh from any liability in this regard. Whatever the legal reason, the contractor shall be liable for the loss or damage of assigned work (data, tapes, slides, negatives, etc.) only in the event of intent and gross negligence. Liability shall be limited to the contractor’s actual fault or that of his servants and associates. Provided the choice of the legal representative was made by the contractors, they will be liable for third parties (laboratories, etc.) only in the event of intent and gross negligence. Any liability is limited to the material costs and gratuitous retrieval of the work, provided this is at all possible. In particular, the contractor shall not be liable for possible travelling and stopover expenses, third-party charges (equipment hire, models, assistants and other personnel, etc.), missed profits or consequential damages. Seven days after transferring the download link containing the assigned work, mp moving-pictures gmbh will no longer implement any data saving. From this time on, the buyer will be liable for any loss of data. No liability will be assumed for shortcomings caused through incorrect or inaccurate instructions of the buyer. The buyer will bear the risk for circumstances that have nothing to do with the contractor’s person, such as weather conditions during shooting, timely provision of products and requisites, cancellation of models, travel disability, etc.
§ 9 Final clause
The place of fulfilment will be Memmingen, Germany. The exclusive venue will be the headquarters of mp moving-pictures gmbh at Memmingen. This agreement of jurisdiction is only applicable to fully qualified merchants and foreign contracting partners, in addition to legal entities of public law and special funds under public law. The law of the Federal Republic of Germany is binding. | |
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