Agency for social Media Production and Short Clips editing

1. Scope of application, contracting parties

1.1 The following General Terms and Conditions (GTC) apply to all, including future, contractual relationships between Christian Vierig LLC, 2880W Oaklank Park BLVD, 33311 Florida (hereinafter referred to as "we/us") and the contracting party (hereinafter referred to as "Client").

1.2 These GTC apply only to entrepreneurs within the meaning of § 14 BGB (German Civil Code). We do not conclude contracts with consumers within the meaning of § 13 BGB. Upon conclusion of the contract, the Client assures that he is acting as an entrepreneur pursuant to § 14 BGB or as a merchant within the meaning of the German Commercial Code (HGB).

1.3 These GTC apply exclusively. Any terms and conditions of the Client that conflict with or deviate from these GTC shall not be recognised unless we have expressly agreed to their validity in writing.

1.4 Individual agreements made in individual cases (including subsidiary agreements, supplements and amendments) shall take precedence over these GTC. The same applies to deviating agreements with regard to contracts concluded between the parties. However, such deviating individual agreements must in any case be made in writing.

1.5 The contractual language is English or German.

2. Contractual Object, Conclusion of Contract

2.1 The contract shall only be concluded with entrepreneurs within the meaning of these GTC (cf. clause 1.2).

2.2 We provide services and assistance in the area of content creation for our clients. We produce video content over a fixed period of time and with an agreed frequency, create videos and short videos from existing content and concepts in this respect. Unless otherwise expressly agreed in writing, we do not owe the production of a work, but a service extending over the contractual period. Accordingly, a claim to the achievement of a concrete success therefore generally shall not exist.

2.3 Our offers are subject to change and non-binding. A contract shall only be concluded upon receipt of an order confirmation in writing or text form.

2.4 The production of the content and videos shall be based on the contractual agreement or on a concept developed individually in consultation with the client. We shall be responsible for the artistic and technical implementation of the specifications as well as the design of the videos and content.

2.5 We shall perform the agreed services in accordance with our offer with the necessary care. We are also entitled to use the help of third parties for the execution of the contract.

2.6 The content and videos created by us shall be delivered via online upload (email, cloud, download link).

3. Prices and remuneration

3.1 Our prices are binding and are understood to be without value added tax at the applicable statutory VAT rate. Payments shall be made in Euros (€) or US dollar ($).

3.2 The remuneration for our services is generally due immediately after conclusion of the contract and invoicing. The client shall be liable for remunerations in advance with regard to his payment obligation.

3.3 Any additional costs which are not included in the contractual content shall be remunerated separately. The same shall apply to subsequent requests for changes or changes which are not due to defects.

3.4 All judicial and extrajudicial costs in connection with the collection of claims incurred by us due to the client's failure to pay on time, including the fees of third parties engaged by us for the collection of the claim, shall be borne by the client.

3.5 If remuneration has been agreed as a SEPA direct debit and in the event that the agreed direct debit could not be collected from the client's account and a chargeback occurs, the client shall be obliged to transfer the amount owed to us within three working days after the chargeback and to bear the costs incurred by the credit institution as a result of the chargeback.

4. Contract period, termination

4.1 The contract shall have the minimum duration specified in the contractual agreement. After expiration of this period, the contract shall be tacitly extended by the originally agreed contract period unless it is terminated by one of the parties one month before the end of the contract period.

4.2 An ordinary right of termination during the agreed duration is excluded. An ordinary right of termination in the period between the conclusion of the contract and the start of the service (start time of the support) is also excluded.

4.3 The right to extraordinary termination for good cause remains unaffected. Good cause shall be deemed to exist in particular if the production of videos and other content violates copyrights, competition, press, criminal or other legal provisions.

4.4 Terminations must be made in writing to be effective.

5. Cooperation and Duties of the Client, Default of payment

5.1 The client shall provide the cooperation required of him in full and on time (e.g. provision of necessary documents, files, graphics and other materials). If the client fails to perform an act of cooperation and thus prevents the provision of the service, our claim to payment shall remain unaffected. The same shall apply if we are prevented from fulfilling the agreed services due to a lack of cooperation on the part of the client or due to other impediments arising from the client's sphere of influence.

5.2 The deadlines for our provision of services shall not commence until the invoice amount has been received by us and the data required for the services are available to us in full as agreed and the reasons for this originate from the sphere of the client.

5.3 If the client is in default with due payments, we reserve the right to refuse or not to fulfil our services until the outstanding amount has been settled.

5.4 If, in the case of payment by instalments, the client is in default with at least three due payments, the entire remaining payment until the next ordinary completion date shall be due. We are also entitled to discontinue the services and to terminate the contract extraordinarily.

6. Warranty

6.1. Subject to the following provisions, the warranty shall be governed by the statutory provisions.

6.2. A guarantee shall only exist if it has been expressly given. The client is obliged to fulfil his contractual obligations to cooperate. If the client prevents the performance of the service or the occurrence of success within the meaning of clause 5.1 of this agreement, the client shall not be entitled to invoke the guarantee.

6.3. We point out that the terms of use of the providers of social media channels stipulate that content can be rejected or removed for any reason. We work on the basis of these terms of use of the providers, over whose content we have no influence.

6.4. The videos created for the client shall be deemed to be free of defects if the client does not complain about a recognisable defect or demand subsequent improvement 7 days after they have been made available. The same applies if the videos are used by the client in accordance with the intended purpose or in a corresponding manner. For the purposes of this provision, hidden defects shall be reported 7 days after their discovery.

7. Liability

7.1 We shall be liable to the client for all contractual, quasi-contractual and statutory claims, including claims in tort, for damages and reimbursement of expenses as follows:

- in the event of intent or gross negligence,

- in the event of intentional or negligent injury to life, limb or health,

- on the basis of a guarantee promise, insofar as nothing else is regulated in this respect,

- on the basis of compulsory liability such as under the Product Liability Act.

7.2 If we negligently breach an essential contractual obligation, liability shall be limited to the foreseeable damage typical for the contract, unless liability is unlimited in accordance with the above paragraph. Material contractual obligations are obligations which the contract imposes on us according to its content in order to achieve the purpose of the contract, the fulfilment of which makes the proper performance of the contract possible in the first place and compliance with which the client may regularly rely on.

7.3 Any liability in excess of clauses 7.1. and 7.2. is excluded.

7.4 The aforementioned liability provisions shall also apply with regard to the liability of our vicarious agents and legal representatives.

7.5 Regardless of the above provisions, we are not liable for the fact that the produced content and videos could not achieve certain results (e.g. possible increase in sales).

7.6 The client bears sole responsibility under press, civil and criminal law for the publication of the videos produced. Regardless of the above provisions, we therefore do not assume any liability for personal rights, trademark rights, copyrights and property rights of third parties as well as other claims resulting from a publication by the client. The client is generally responsible for the clearance of such rights. The same applies to the factual correctness of the video content, especially with regard to advertising and product statements, as well as the legal admissibility for which the client is also solely responsible.

8. Offsetting, retention, assignment

8.1 We are entitled to assign the claims and receivables arising from our business relationship. If such an assignment of claims is perceived by us, the client shall be requested to pay to the assignee. Payment shall then be deemed to be discharged upon receipt of the payment by the assignee.

8.2 The client shall only have a right of set-off with counterclaims that are undisputed by us or have been legally established.

9. Transfer of rights, exemption

9.1 We are entitled to use the materials provided by the client for the purpose of fulfilling the contract.

9.2 The client guarantees that all materials made available to us for the purpose of fulfilling the contract are not subject to copyrights, ancillary copyrights or other rights of third parties. The client shall exempt us from all justified claims of third parties asserted on the basis of an infringement of these rights upon first request.

10. Reference

We are entitled to refer to the Client by name (or pseudonym) and company logo on our own advertising media and in particular on our website and to list the Client as a customer (reference). The client is entitled to declare the written revocation of this consent at any time.

11. Final provisions

11.1 The law of the Federal Republic of Germany shall apply.

11.2 The exclusive place of jurisdiction for all disputes between the parties shall be Hamburg if the client is a merchant, a legal entity under public law, a special fund under public law or has no place of jurisdiction in Germany. We are furthermore entitled to sue the client at his general place of jurisdiction.

11.3 The place of performance is our registered office.

11.4 Should individual provisions of these general terms and conditions prove to be invalid or unenforceable, this shall not affect the validity of the remaining provisions. Ineffective provisions shall be replaced by provisions whose economic success corresponds as far as possible to that intended by the ineffective clause.

Date of issue: 07/2023