General Terms and Conditions of DEMARKETIX

Convenience translation. The German version is the legally binding original; in case of discrepancies, the German version prevails.

1. Scope of Application

(1) These General Terms and Conditions (GTC) apply to all contracts between DEMARKETIX, owner Pascal Hudelmaier (hereinafter the “Contractor”), and its clients (hereinafter the “Client”) concerning all services of the Contractor, in particular photo, video, content, and social media productions, as well as management, support, and consulting services.

(2) These GTC apply exclusively to entrepreneurs (Section 14 of the German Civil Code, BGB), legal entities under public law, and special funds under public law.

(3) Any deviating or conflicting terms and conditions of the Client are hereby rejected.

(4) These GTC shall also apply to future contracts without the need for renewed incorporation.

2. Subject Matter of the Contract

(1) The subject matter of the contract is the conception, planning, execution, and post-production of photo, video, content, and social media productions as well as ongoing support, management, and consulting, in particular in the areas of marketing, communication, and social media, in each case as individually agreed.

(2) The specific scope of services is conclusively set out in the respective offer. Services going beyond this require a separate agreement and will be remunerated additionally.

3. Offer & Conclusion of Contract

(1) Unless otherwise stated in the offer, offers of the Contractor are valid for 14 days from the date of the offer. Until acceptance, the availability of requested dates remains subject to allocation to other parties.

(2) The contract is concluded upon acceptance of the offer in text form, in particular by signing the offer or by confirmation via e-mail.

(3) Amendments, supplements, and side agreements must be made in text form.

4. Remuneration & Payment

(1) All prices are net prices plus statutory value-added tax (VAT).

(2) Unless expressly designated in the offer as a cost estimate or as billing on a time-and-materials basis, the stated remuneration is deemed a fixed price.

(3) The remuneration is payable as follows: 50% upon commissioning (advance payment), 50% upon delivery of the final files. Billing is carried out by invoice in each case; the payment term of 14 days from the invoice date set out below applies.

(4) For multi-day or extensive projects, the Contractor is entitled to issue interim invoices.

(5) Invoices are payable within 14 days from the invoice date without deduction.

(6) Additional services not included in the offer as well as additional expenditure will be charged at the Contractor’s applicable hourly rates as stated in the offer, unless otherwise agreed.

5. Travel & Ancillary Costs

(1) Travel, accommodation, and other ancillary costs are to be remunerated separately unless already included in the package price. They will be stated in the offer or billed based on actual expenditure.

(2) Travel by the Contractor is charged at EUR 0.60 per kilometer driven and EUR 60 per hour per person.

(3) The Contractor will arrange any necessary bookings (e.g., travel, accommodation); the costs are borne by the Client unless included in the package price.

(4) Out-of-pocket expenses will be reimbursed upon presentation of receipts.

6. Duties of the Client to Cooperate

(1) The Client shall provide, in good time, all information, access, filming and photography permits, locations, contact persons, and materials required for the performance of the services.

(2) If the Client fails to fulfill these duties in good time and this results in delays or additional expenditure, the Contractor may demand reasonable remuneration for the additional expenditure and postpone dates accordingly.

(3) Unless expressly agreed otherwise, the Client shall ensure that the required consents of the persons depicted who fall within the Client’s sphere of responsibility (e.g., employees, guests) have been obtained.

(4) If the Client provides data or materials, the Client shall hand these over as copies only and shall retain originals or backup copies.

7. Dates, Cancellation, Rescheduling, Force Majeure

(1) Agreed dates are binding.

(2) If the Client cancels a bindingly agreed date or the order, the Client owes a lump-sum remuneration in the amount of 50% of the agreed remuneration. In the event of cancellation less than 7 days before the date or in the event of no-show, the lump sum amounts to 100% of the agreed remuneration; expenses saved by the Contractor will be credited against this amount. Any advance payment already made will be credited against the lump sum. External and travel costs already incurred that are not included in the remuneration must be reimbursed in addition. The Client retains the right to prove that no damage or lower damage was incurred; in that case, only the damage actually incurred is to be compensated.

(3) If a date is rescheduled at the Client’s request, the Contractor will endeavor to arrange an alternative date. If a reasonable alternative date is not possible, the foregoing cancellation provisions apply accordingly.

(4) If performance becomes impossible or is significantly impeded due to force majeure (e.g., extreme weather conditions, official orders, natural events), the parties will agree on an alternative date. If this is not possible, only the costs actually incurred will be charged; any further claims are excluded.

(5) In the event of illness of the Contractor or of persons deployed by the Contractor, the Contractor will endeavor to provide an equivalent substitute or an alternative date. Any liability for schedule delays arising therefrom is excluded, unless caused by intent or gross negligence.

8. Engagement of Third Parties

(1) The Contractor is entitled to engage third parties to perform the order.

(2) Such third parties act on behalf of and under the instructions of the Contractor. Contractual claims of the Client exist exclusively against the Contractor.

(3) If the Contractor subcontracts services to third parties, the Contractor is entitled to add a handling fee of 30% to their remuneration.

9. Copyright & Rights of Use

(1) The works created by the Contractor (photos, videos, other content) are protected by copyright. The copyright remains with the Contractor.

(2) Upon full payment, the Client receives a non-exclusive right of use, unlimited in time and territory, in the delivered final works for the Client’s own purposes. Until full payment has been made, the works are not released for use.

(3) Any use beyond this, in particular exclusive use or a complete buy-out, requires a separate agreement and remuneration.

(4) The transfer or granting of rights of use to third parties is permitted only with the Contractor’s consent in text form. Use within affiliated companies (Section 15 of the German Stock Corporation Act, AktG) is exempt from this requirement.

(5) Any editing or other modification of the delivered works is permitted only with the Contractor’s consent; this also applies to modifications by means of AI technologies. Adjustments of format and cropping for the Client’s own channels are permitted without separate consent. Modifications that distort the meaning of the works are never permitted.

(6) The use of the works for the training, development, or improvement of AI systems, as well as making them available to third parties for such purposes, is prohibited. Entering the works into AI systems or AI-supported services is permitted only if it is ensured that the works are not used there for training or improving the system. This also constitutes an express reservation of use within the meaning of Section 44b (3) of the German Copyright Act (UrhG). Authorship information and metadata contained in the works (e.g., IPTC or C2PA information) may not be removed or altered.

(7) The Contractor is entitled to be named as the author in the manner customary in the industry (Section 13 UrhG). The parties may agree on a deviating arrangement in individual cases.

10. Raw Data & Data Release

(1) The subject of delivery is the final edited files in the agreed format. Raw files, unedited raw footage, and project files are not part of the contract.

(2) Raw files, raw footage, or project files will be released only pursuant to a separate agreement in text form and against separate remuneration. The Contractor is not obligated to release them.

(3) If raw data is released, this is done without editing and without warranty. There is no liability for defects in unedited material. The Contractor’s copyright and right to self-promotion remain unaffected.

(4) The Contractor delivers an edited selection of the recordings; not all recorded material is part of the delivery. The Contractor is not obligated to archive undelivered or unedited material and may delete it at any time. The Client is responsible for its own state-of-the-art backup of the delivered files.

(5) The risk and costs of data transmission are borne by the Client.

11. Creative Freedom

(1) Within the scope of the order, the Contractor has artistic and creative freedom, unless specific requirements have been agreed in text form.

(2) If the Client requests changes during or after production that go beyond the agreed services, these must be commissioned and remunerated separately.

(3) Requirements not communicated by the Client do not constitute a defect in the services.

12. Acceptance & Defects

(1) Upon completion, the Contractor will make the result available for acceptance or approval.

(2) Complaints must be asserted in text form within 14 days of the result being made available. If no response is received within this period, the services are deemed accepted.

(3) Changes requested after approval are deemed additional services and will be remunerated separately.

(4) Claims based on defects become time-barred twelve months after acceptance or delivery. This does not apply to damages arising from injury to life, body, or health, to damages caused by intent or gross negligence, or to fraudulently concealed defects; in these respects, the statutory limitation periods apply.

13. Liability

(1) The Contractor is liable without limitation for damages arising from injury to life, body, or health that are based on a breach of duty by the Contractor or its vicarious agents, for damages based on intent or gross negligence, in the event of fraudulent concealment of a defect, within the scope of a guarantee assumed, and for claims under the German Product Liability Act (Produkthaftungsgesetz).

(2) In the event of a slightly negligent breach of essential contractual obligations (cardinal obligations), i.e., obligations whose fulfillment is a prerequisite for the proper performance of the contract in the first place and on whose observance the Client may regularly rely, the Contractor’s liability is limited in amount to the foreseeable damage typical for this type of contract at the time of conclusion of the contract.

(3) In all other respects, the Contractor’s liability is excluded.

(4) The foregoing provisions also apply for the benefit of the Contractor’s vicarious agents.

14. Third-Party Rights & Indemnification

(1) If the Client provides content (e.g., logos, texts, images, music, products), the Client warrants that such content is free of third-party rights and may be used to the agreed extent.

(2) The Client shall indemnify the Contractor against third-party claims asserted against the Contractor due to the use of such content or due to violations of personality rights, trademark rights, or other rights for which the Client is responsible, including reasonable costs of legal defense.

(3) The Contractor is not liable for the permissibility of the Client’s use of the works under competition, trademark, and personality-rights law. The Client is responsible for carrying out the corresponding reviews.

15. Self-Promotion & Reference

(1) The Contractor is entitled to use the created works for self-promotion without limitation in time and territory, in particular in its portfolio, on its website, on social media, in showreels, presentations, and in competitions, provided that no third-party rights, in particular rights of persons depicted, conflict with such use.

(2) The Contractor is entitled to use the Client’s name and logo as a reference.

(3) The Client may object to the use described in the two foregoing paragraphs in text form on the basis of a legitimate interest (e.g., confidentiality, embargo periods).

(4) A complete or extensive exclusion of self-promotion as described in the first two paragraphs requires a separate agreement and may be made contingent on additional remuneration.

16. Contract Term & Termination for Ongoing Services

(1) Contracts for ongoing services (in particular ongoing support, management, and consulting, e.g., monthly flat fees/retainers) have a minimum term of three months, unless otherwise agreed in the offer.

(2) After expiry of the minimum term, the contract continues for an indefinite period and may be terminated by either party in text form with four weeks’ notice to the end of a month.

(3) The right of both parties to terminate for good cause without notice remains unaffected.

(4) Services rendered in accordance with the agreement up to the effective date of termination must be remunerated.

17. Confidentiality & Data Protection

(1) The parties shall treat confidential information of the respective other party as confidential and use it only for the performance of the contract. Self-promotion pursuant to the section “Self-Promotion & Reference” remains unaffected.

(2) The Contractor processes personal data exclusively for the performance of the contract in accordance with the GDPR. Details are set out in the Contractor’s 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) The place of performance is the Contractor’s registered place of business. If the Client is a merchant (Kaufmann), a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction is the court having jurisdiction for the Contractor’s registered place of business.

(3) Amendments, supplements, and side agreements must be made in text form; this also applies to the waiver of this text-form requirement. No oral side agreements exist at the time of conclusion of the contract. The precedence of individual agreements (Section 305b BGB) remains unaffected.

(4) In the event of disputes, the parties will first seek an amicable solution. Mere non-payment of the remuneration as well as interim relief proceedings remain unaffected by this.

As of August 1, 2026