General Terms and Conditions(As of October 2020)

of

SPICE media production GmbH
Ruppersdorfer Weg 23
23669 Timmendorfer Strand
Commercial Register Number: Local Court Lübeck HRB 19408 HL
VAT ID: DE 292 061 629


1. General Provisions, Contact Persons

1.1 These General Terms and Conditions apply to all services and work performances of SPICE media production GmbH (hereinafter referred to as the "Contractor" or “CO”). Any terms and conditions of the Client (hereinafter referred to as the "Client" or “CL”) that conflict with or deviate from these conditions are not recognized unless the Contractor has expressly agreed to their validity in writing. Individual agreements remain unaffected.

1.2 The parties agree to cooperate in a trusting manner. They shall inform each other immediately in case of deviations from the agreed procedure or doubts regarding the correctness of the other party’s approach.

1.3 These conditions apply only to entrepreneurs acting in the course of their commercial or self-employed professional activities at the time the contract is concluded, as well as to legal entities under public law or special public funds.

1.4 The contracting parties shall name contact persons and their deputies who are responsible for managing the contract execution and authorized to make necessary decisions. Changes in these persons must be communicated without delay.

2. Performance Period

2.1 The commencement of the performance period stated by the Contractor requires clarification of all technical and commercial questions. Agreed deadlines and dates are generally approximate and non-binding unless expressly stated otherwise. The performance period is calculated from the date of order confirmation until completion of the work or acceptance. If a non-binding delivery date is exceeded, the Contractor must, after receiving a written reminder from the Client, perform the agreed service within 2 weeks. After this period, the Contractor is in default.

2.2 Compliance with the Contractor’s performance obligation requires timely and proper fulfillment of the Client’s obligations. The defense of non-performance remains reserved. In particular, the Contractor may withhold further services if the Client fails to pay invoices for partial services already rendered.

2.3 Events of force majeure entitle the Contractor to postpone the service by the duration of the hindrance plus an appropriate recovery time, or to withdraw from the contract wholly or partially with respect to the unfulfilled portion. Force majeure includes strikes, lockouts, or unforeseeable, unavoidable circumstances such as operational disruptions that make timely performance impossible despite reasonable efforts. Proof must be provided by the Contractor. This also applies if such impediments occur during default or at subcontractors.
The Client may request the Contractor to declare within a reasonable period whether it will withdraw from the contract or perform within a reasonable grace period. If the Contractor does not respond, the Client may withdraw from the unfulfilled part. The Contractor shall notify the Client immediately of any force-majeure event.

3. Client’s Duty to Cooperate

3.1 All Client articles required for the Contractor’s services must be delivered by the Client at its own risk and cost to the Contractor or the capture location specified in the contract unless otherwise agreed in writing. A delivery note with a complete article list must be included, containing in particular:

• Style Code
• Color Code
• Article Number
• Article Name
• Color Name
• Category
• Subcategory
• Gender
• Season
• EAN
• Priority

Delivery address:
SPICE MEDIA PRODUCTION KFT
Perc utca 8.
Entrance via Pacsirtamező u. 41–43
1036 Budapest, Hungary

3.2 The Client may only provide items for the shoot which it is authorized to use and which are free of third-party rights. The Client guarantees that it holds the reproduction and distribution rights to all items and materials handed over to the Contractor, and—when portraits are involved—that the persons depicted have consented to publication, duplication, and distribution. The Client shall indemnify the Contractor from third-party claims upon first request.
The same applies when the Client instructs the Contractor to edit third-party photographs.

3.3 The Contractor is liable for damage or loss of provided items only in accordance with section 8. The Client must arrange insurance for the items if required.

3.4 The Client must make the objects available in good time. After the shoot, items must be collected by the Client at its own cost and risk unless agreed otherwise. If the Client fails to collect the items within 8 weeks after being requested to do so, SPICE media production GmbH may ship them at the Client’s risk and expense.
Risk transfers to the Client once the goods are handed over to the carrier. If delivery to the Client fails, SPICE media production GmbH may charge storage fees or outsource storage at the Client’s expense.

3.5 The Client is responsible for ensuring models or other persons it provides arrive on time at the agreed location. If delays are caused by the Client, the Contractor may charge for additional time or waiting periods. Travel expenses of models or other persons provided by the Client are borne by the Client.
Unless another location is specified:

Capture location:
SPICE MEDIA PRODUCTION KFT
Perc utca 8.
Entrance via Pacsirtamező u. 41–43
1036 Budapest, Hungary

4. Compensation
4.1 Statutory VAT is not included in the prices and will be shown separately. Invoices are payable within 14 days without deduction. Statutory rules on payment default apply.

4.2 Travel, accommodation and expenses, as well as all necessary ancillary costs—including third-party charges incurred during contract execution—are not included in the agreed fee and must be reimbursed separately. Travel costs are calculated as follows unless otherwise agreed:
2nd-class train fares and economy-class flights (against receipt), car travel at EUR 0.50 per km.

4.3 If no fee has been agreed for a Contractor service which the Client should reasonably expect to be compensated, the Client must pay the customary fee. In case of doubt, the Contractor’s standard rates apply.

4.4 The Client may only offset claims that are legally established, undisputed, or acknowledged by the Contractor. Counterclaims arising from the same contract are excluded from this restriction. Rights of retention apply only if based on the same contractual relationship.

5. Usage Rights, Image Editing

5.1 Unless agreed otherwise and subject to sections 4 and 5 below, the Contractor grants the Client a spatially and temporally unlimited, exclusive right to use the Contractor’s services for its own purposes, in particular for advertising.

5.2 Unless expressly agreed, the Client does not receive sublicensing rights and may not resell or otherwise commercially exploit the Contractor’s work.

5.3 The Client may not edit or modify the Contractor’s work beyond customary image editing. Re-photographing, compositing, montage, or manipulations by mechanical or electronic means are expressly prohibited unless the Contractor has given written approval.

5.4 Usage rights for recordings featuring identifiable persons depend on the buy-out terms of the involved model agency. If the Client uses such material beyond the agreed scope and third parties assert claims, the Client must indemnify the Contractor upon first request.

6. Data Carriers

6.1 The Contractor is not obligated to provide data carriers, files, or data unless expressly agreed in writing. If the Client requests them, this must be agreed separately and compensated.

6.2 If data is provided, it may only be altered with prior consent of the Contractor.

6.3 Transport of data carriers, files, and online/offline data is at the Client’s risk and cost. The Contractor may determine the method of transmission.

7. Self-Promotion

The Contractor may use the delivered work, in whole or in part, for self-promotion on its website (http://www.spicemediaproduction.com) or in other media, and may name the Client as a reference. This right does not apply if a legitimate contrary interest is asserted.

8. Notice of Defects and Warranty

8.1 The Client must inspect the delivered work immediately for completeness and defects. Any defects must be reported within one week of receipt. After this period, the work is deemed accepted unless the defect was not detectable during inspection or was fraudulently concealed.

8.2 The Contractor performs services according to agreement and state of the art. If the Client does not give precise instructions, artistic decisions remain at the Contractor’s discretion. Complaints about artistic or stylistic choices are excluded if they fall within reasonable discretion.

8.3 Warranty does not apply to defects caused by external influences or failure to comply with usage conditions. Warranty lapses if the Client modifies the work beyond permissible editing, unless the Client proves the defect was unrelated.

9. Liability

9.1 The Contractor is fully liable in cases of intent, gross negligence, or injury to life, body, or health by its staff or agents. Statutory mandatory liability remains unaffected.

9.2 For breaches of essential contractual obligations, the Contractor is liable for foreseeable damages typical to the contract, except in the cases of 7.1.

9.3 In all other cases involving slight negligence, liability is limited to the value of the order, max. EUR 20,000.

9.4 SPICE media production GmbH is not liable for production-related damage to goods such as needle marks from styling, opening of packaging, or similar.

9.5 Proper data backup is the Client’s responsibility. The Contractor is not liable for data recovery unless the Client has ensured that data can be reconstructed with reasonable effort. Backup services must be commissioned separately.

9.6 Any limitations of liability also apply to employees, workers, representatives, and agents of the Contractor.

10. Retention of Title

10.1 Delivered images remain the Contractor’s property until full payment. Usage rights transfer only after full payment of all outstanding claims.

11. Confidentiality 11.1
Both parties must indefinitely maintain confidentiality regarding all designated confidential information or trade secrets. Exceptions apply to information already known without obligation to secrecy, publicly known information, legally obtained third-party information, independently developed information, or information released in writing by the other party.

11.2 Upon request, documents such as strategy papers or briefing documents must be returned or deleted after contract termination unless the other party has a legitimate interest in retaining them.

12. Non-Solicitation

The Client agrees not to solicit or hire employees of the Contractor, directly or indirectly, during the collaboration and for one year thereafter.

13. Changes to Services

13.1 If the Client wishes to change the scope of services after contract conclusion, this must be communicated in writing.

13.2 Upon receipt of a change request pursuant to section 16.1, the Contractor shall examine what effects the requested change will have, in particular with regard to compensation, additional effort, and deadlines.

If the Contractor determines that services to be provided cannot be performed or can only be performed with delay due to the examination, the Contractor shall inform the Client of this and point out that the change request can only continue to be examined if the affected services are postponed for an initially undefined period of time.

If the Client declares its agreement to this postponement, the Contractor will continue examining the change request.
The Client is entitled to withdraw its change request at any time; the initiated change procedure then ends.

13.3 After examining the change request, the Contractor shall set out for the Client the effects of the change request on the agreed provisions. This explanation shall include either a detailed proposal for implementing the change request or information on why the change request cannot be implemented.

13.4 The contracting parties shall promptly coordinate on the content of the proposal for implementing the change request. The result of a successful coordination shall be added to the relevant part of the agreement as an amendment.

13.5 The deadlines affected by the change procedure shall be postponed as necessary, taking into account the duration of the examination, the duration of the coordination regarding the change proposal, and, where applicable, the duration required for implementing the requested changes, plus an appropriate lead time. The Contractor shall notify the Client of the new deadlines.

13.6 The Client shall bear the costs arising from the change request. These include, in particular, the examination of the change request, the preparation of a change proposal, and any downtime. If the parties have agreed on daily rates, these shall apply; otherwise, the Contractor’s usual remuneration shall be used.

13.7 For change requests that can be examined immediately and where the additional effort to be compensated by the Client is expected to amount to less than 5% of the contract value, the Contractor is entitled to implement the change request immediately without following the procedure outlined in sections 14.2 to 14.5.
(Note: references “14.2–14.5” correspond to numbering in the original German text.)

13.8 The Contractor is entitled to change or deviate from the services to be provided under the contract if the change or deviation is reasonable for the Client, taking the Client’s interests into account, and if the quality of the service does not deteriorate.

14. Final Provisions

14.1 Side agreements, assurances, amendments, or supplements require written form. Notices may also be sent via email.

14.2 If a clause becomes invalid, the remainder remains effective. Invalid clauses shall be replaced with valid ones reflecting the original intent.

14.3 Rights and obligations may be assigned only with the Contractor’s written approval. The Contractor may employ subcontractors.

14.4 German law applies, excluding UN sales law.

14.5 Exclusive place of jurisdiction is Bremen if the Client is a merchant or a public-law entity.