Studio Johann Clausen

(1) The production of photos, films, videos, and designs (hereinafter referred to as “visual material”) and the granting of licenses for existing visual material by Studio Johann Clausen, owned by Johann Clausen (hereinafter referred to as the “Photographer”), is carried out exclusively based on the following General Terms and Conditions.

(2) The Client accepts the exclusive applicability of these General Terms and Conditions for all current and future business with the Photographer, even if they are not expressly agreed again, and waives the use of its own General Terms and Conditions.

(3) Any deviating, conflicting or supplementary General Terms and Conditions of the Client shall not be recognized by the Photographer and shall therefore not form part of the contract.

(4) If the Photographer does not object to the Client's reference to its GTC, or if the Photographer refers to a letter from the Client that contains or refers to GTC, this shall not constitute the Photographer's consent to the Client's GTC.

(5) The Photographer's GTC shall also apply if the Photographer provides the service to the Client without reservation despite being aware of the Client's conflicting or deviating terms and conditions.

(6) These GTC shall apply to all photographic material provided to the Client, regardless of the work stage or the technical form in which they are provided.

(7) The Client’s GTC shall only apply insofar as their application is expressly and separately agreed in writing.

The Client undertakes to provide the Photographer with all information relevant to the commission as early as the (first) briefing and, if applicable, to provide the Photographer with all missing, new or amended information without delay in each subsequent briefing. In particular, all relevant layout information (e.g. planned format extensions and format variants) must be stated in the briefing so that the Photographer can take this into account when planning and calculating the production. Briefings are to be provided to the Photographer in writing by email.

Existing confidentiality requirements must be pointed out immediately, at the latest in the (first) briefing. Non-disclosure agreements must be in writing in order to be binding. In the event of late notification or lack of a non-disclosure agreement, any liability on the part of the Photographer for any damages arising therefrom or arising in the future shall be excluded.

(1) The Photographer shall prepare a quotation based on the information received from the Client in the briefing. The Photographer shall only be required to report cost increases if these are likely to result in an increase of more than 15% in the total costs shown in the quotation. If the Photographer subsequently receives - e.g. in further briefings - new or modified information relevant to the costs and/or requests for changes to the commission that are expected to increase the total costs by more than 15%, the Photographer shall either prepare a supplementary quotation covering the Client's extended requirements (hereinafter referred to as “quotation”) or submit a new quotation (hereinafter “amended quotation”) or an addition to the existing quotation (hereinafter referred to as “supplementary quotation”. In the supplementary quotation, the Photographer shall refer to the existing quotation and quantify the additional costs incurred due to changes requested by the Client. The acceptance of the supplementary quotation is effected by a confirmative reply to the email in which the supplementary quotation was sent.

(2) The Photographer shall be bound by their current quotation until 14 calendar days prior to the anticipated start of production at the latest. If the Client does not accept this quotation by this time in accordance with the following Clause 4.3, the quotation shall expire. The same applies to modified quotations and supplementary quotations

(3) Acceptance of the quotation shall be made separately in text form or by means of a written note in conjunction with the Client's legal signature under the Photographer's current quotation. The date of receipt by the Photographer shall be decisive for the timeliness of the confirmation of the commission.

(4) By accepting the quotation or the amended quotation, the Client agrees that the Photographer is not obliged to notify any cost increases of up to 15% and that it is not necessary to prepare a new quotation.

If the services of a third party have to be used for the execution of the commission or if any other contract has to be concluded with a third party, the Photographer shall be authorized to enter into the corresponding obligations on behalf and for the account of the Client.

In addition to the fees, charges and costs to be paid by the Client, the value added tax and the artists' social security contribution, which may be incurred by the Photographer for third-party services, shall be added at the respective statutory rate.

Final questions of detail regarding the commission are to be clarified in the Pre-Production Meeting (PPM). Requests for changes made by the Client during or after the PPM can only be taken into account - especially if they give rise to additional costs - after a separate agreement (amended quotation) and against separate remuneration. The Photographer is not obliged to do so.

(1) From a net order volume of five thousand (5,000.00) Euros, an advance payment shall be due to the Photographer, which shall cover all expected costs and expenses (ancillary costs) plus a 10% reserve.

(2) The deadline for advance payment is at least ten (10) business days before the start of production, including location scouting. The crediting of the amount to the specified bank account of the Photographer shall be decisive in determining the timeliness of the payment.

(3) If the Client does not make the advance payment in full or by the deadline, the Photographer shall be entitled, but not obliged, to pre-finance the advance costs at their own reasonable discretion at the Client's expense under normal banking conditions and to charge the Client the full amount including interest, financing costs, bank fees and other costs. The Client is obliged to reimburse the Photographer for these costs.

(4) In the case of an order volume of less than five thousand (5,000.00) Euros, Clause 8.3. above shall apply accordingly.

(1) The agreed fee shall apply. If no fee has been agreed or if there are doubts that cannot be resolved by mutual agreement within a reasonable period of time set by the Photographer, the fee shall be determined in accordance with the Photographer's customary fee rates. The fee is exclusive of the applicable value added tax.

(2) The fee shall only apply to the contractually agreed use of the photographic material. Any further use shall be remunerated separately.

(3) The fee shall be paid in full even if the photographic material commissioned and supplied is not published.

(4) Unless otherwise agreed, the photographer shall issue a final invoice after completing the commissioned work. It must be paid within 14 days. The payment term stated in the invoice shall be decisive. After the expiry of the payment deadline, the invoice amount shall bear interest at 9% above the base rate of the ECB.

(5) The Client is obliged to maintain confidentiality regarding the fee agreed upon with the Photographer.

(6) Payments shall be effected as agreed. The client is not authorised to make validly agreed payment obligations subject to internal formalities (e.g. the existence of a purchase order number or similar).

In addition to the fee owed, the Client shall reimburse the Photographer for any ancillary costs incurred by the Photographer in connection with the execution of the commission (e.g. for digital image processing, models, make-up artists).

(1) If outdoor photographs cannot be properly produced due to unfavorable climatic conditions (e.g. bad weather), the Client shall be obliged to pay a cancellation fee in the amount of 50% of the agreed fee and to reimburse the Photographer for all costs and expenses incurred.

(2) The decision as to whether the commission can be carried out properly in the given climatic conditions is at the obligatory discretion of the Photographer in consultation with the Client, if necessary represented by the Art Director (AD). The photographer has the final right of decision.

(1) The Photographer shall not be responsible for delays in delivery and performance due to force majeure, i.e. in particular war, terrorist attacks, pandemics (e.g. the coronavirus pandemic) or natural disasters such as earthquakes, conflagrations, floods or lightning strikes, even if they occur at the premises of the Photographer's agents, suppliers or subcontractors. In such cases, the Photographer shall be entitled to postpone delivery for the duration of the impediment plus a reasonable start-up period. The maximum duration of the postponement is subject to agreement between the Photographer and the Client, represented by the AD if necessary. If the delay lasts longer than the agreed maximum period, the parties may withdraw from the contract in whole or in part for the part not yet performed. In this case, Clause 14 below shall apply. (Cancellation). Claims for damages by the Client are excluded.

(2) Clause 12.1 above shall apply to impediments to delivery and performance due to other unforeseeable circumstances for which the Photographer is not responsible and which the Photographer is unable to overcome by making reasonable efforts, e.g. strikes, labor disputes, lockouts, problems with the procurement of materials, operational disruptions, theft, robbery, kidnapping, trade or currency barriers, changes in the legal or official approval situation after conclusion of the contract, import/export hindrances, e.g. at customs, delays in deliveries from non-EU countries or similar.

Insofar as the Client has to provide information, objects (e.g. products, goods, samples, etc.), releases, etc. necessary for the production of the photographs or assumes other tasks relevant to the production of the photographs itself (e.g. booking of models, locations or catering, etc.), the Client shall ensure that the delivery, provision, access to the location, arrival of models, etc. takes place in good time so that the production of the photographic material can begin punctually on the agreed date. In particular, the Client shall ensure that the products, goods, samples, etc. to be delivered by them are in perfect, undamaged condition. Furthermore, the client shall provide the Photographer with all layout-relevant information (in particular planned format extensions and format variations) in a timely manner so that the Photographer can incorporate this into the production planning. If the Client is unable to perform any of the aforementioned duties to cooperate, or is unable to do so in a timely manner, the Client shall notify the Photographer thereof without delay. If the delay in cooperation leads to a delay in the production of photographic material, the Client shall bear the costs incurred as a result of this delay (e.g. hotel accommodation, bookings of freelancers, bookings of models, etc.) if the cause of the delay originates from the ambit of the Client.

If the Client cancels the commission in whole or in part or withdraws in accordance with Clause 12 above, the Client shall be obligated to pay the Photographer a guaranteed cancellation fee in the amount of 80% (for all days booked) and 100% of the costs and expenses incurred.

If the Client themselves or a person authorized by them is present during the production of the photographs, they must examine the photographs during production and immediately notify the Photographer of any defects so that the Photographer can rectify the defect and produce new photographic mate¬rial. If no notice of defects is given, the images shall be deemed approved and accepted. If neither the Client nor an authorized representative is present at the fraction, the Client shall carefully inspect the photographic material immediately upon receipt. Defects must be notified in writing no later than 10 working days after delivery. Otherwise, the photographic material shall be deemed to have been properly received and accepted, in accordance with the contract and as recorded (Section 640 II of the German Civil Code).

The client hereby irrevocably acknowledges that the image material provided by the photographer constitutes copyright-protected works within the meaning of § 2 of the Copyright Act (UrhG) and that the photographer or designer working for Studio Johann Clausen is the author of these works within the meaning of § 1 of the Copyright Act (UrhG).

(1) Unless otherwise agreed in writing, rights of use shall always be negotiated directly with the Photographer.

(2) The scope of the right of use granted to the Client shall be determined in each individual case by the individual agreement between the Photographer and the Client, as a rule by the information provided by the Photographer on their current quotation. In case of doubt, only a simple right of use for the one-time use of the photographic material in the contractual publications, media or data carriers within Germany shall be granted without the right to sublicense to third parties. The granting of rights of use unlimited in terms of content, time and place - in particular by the Client's General Terms and Conditions - is excluded, unless expressly agreed otherwise.

(3)

(4) In the event that the parties have not expressly agreed the start of the agreed usage term, the agreed usage term shall be deemed to commence three months after completion of the photo shoot during which the respective photographic material was created.. Any further use, exploitation, duplication, distribution or publication is subject to a fee and requires the prior written consent of the Photographer.Any further use, exploitation, reproduction, distribution or publication is subject to a fee and requires the prior written consent of the photographer.

(5) The granting of the rights of use shall be subject to the condition precedent of the complete and proper fulfillment of all contractual claims of the Photographer, in particular the payment of the fee, as well as all expenses and costs.

(6) The Photographer reserves the right in each individual case to use or have used the photographic material for the purpose of self-promotion as part of PR and marketing measures, participation in competitions, measures for the acquisition of new clients and the presentation and documentation of projects carried out by the Photographer or for comparable measures in all media (including social media channels), without any restrictions in terms of content, time and place. If the Photographer is represented by an agency/ representative, the Photographer shall also grant the aforementioned rights to the agency/representative for the duration of the cooperation with the Photographer.

(7) Modifications of the photographic material by means of photo composing (e.g. by including products in an image), montage (e.g. by including new packaging designs or new logos), animation, creation of collages, or by means of electronic aids (e.g. 2D or 3D recreation of the photographic material in CGI studios) are only permitted after prior consultation and in agreement with the Photographer.

(8) The transfer of the photographic material to AI systems for the purpose of generating new image files or edits is not permitted and requires the prior consent of the photographer

(9) The Client shall not be entitled to transfer the rights of use granted to it in whole or in part to third parties, including other group companies or subsidiaries, or to grant them rights of use.

(10) The use of the photographic material as working templates for sketches or for layout and presentation purposes requires the prior consent of the Photographer.

(11) In the event of any unauthorized use, utilization, reproduction, processing or disclosure of the photographic material (without the Photographer's consent), the Photographer shall be entitled to demand a contractual penalty in the amount of 200% of the Photographer's agreed total fee (shooting and travel expenses) - in the absence of an agreement - of the usual usage fee. The right to assert further claims is reserved.

(12) n the event that a partial or complete right to sublicense the rights of use has been agreed, the client undertakes to inform third parties to whom he grants rights of use of any temporal, factual and local restrictions of these rights agreed with the Photographer. After expiry of the rights of use, the photographer shall not assert any claims against third parties who originally derived their rights of use from the client for the duration of a goodwill period of 1 month with regard to unauthorised use by third parties. For the avoidance of doubt, the photographer is under no obligation to refrain from issuing warnings for unauthorised use by third parties beyond this goodwill period. In particular, the photographer is under no obligation to inform the client in advance of the infringing use by his former licencees.

Unless otherwise agreed in an individual contract, the Photographer assumes no liability for the violation of rights of depicted persons or objects/props. These rights shall be obtained by the Client in accordance with the applicable statutory provisions. This also applies if the Photographer has selected the persons and/ or objects/props to be photographed. The Client shall indemnify the Photog-rapher upon first request against any claims for compensation by third parties resulting from a breach of this obligation.

(technical and lighting setups on-set)
The Client is not entitled to create photos of the image production, in particular of technical and lighting setups and/or to publish or make them publicly available (e.g. as a preview or making-of) without the prior consent of the Photographer. The Client shall impose this prohibition on its employees and agents present at the image production.

Developed ideas and concepts, as well as other photographic and text material submitted in this context may only be used for the execution of the pitch/ proposal or which they were created.. All uses beyond this require the written consent of the Photographer.

(1) The Photographer shall only be liable for damage caused intentionally or by gross negligence by themselves or their agents. Excluded from this are damages resulting from the breach of a contractual obligation that is essential for achieving the purpose of the contract (cardinal obligation), as well as damages resulting from injury to life, limb or health, for which the photographer is also liable in the case of slight negligence.

(2) If the Photographer concludes a contract with third parties on behalf of and for the account of the Client on the basis of an appealing power of attorney, the Photographer shall not be liable for the services and work outcomes of the commissioned persons and companies.

(3) The Photographer assumes no liability for the way their images are used. In particular, they are not liable for the admissibility of the use under competition and trademark law.

The Client may only offset the Photographer's claims against counterclaims that are undisputed, acknowledged or legally established. A right of retention can only be asserted by the Client if it is based on the same contractual relationship.

(1) If individual provisions of these GTC are or become invalid, the validity of the remaining provisions shall remain unaffected. Invalid provisions shall be replaced by agreement by such provisions as are best suited to achieve the desired economic purpose, taking into account the interests of both parties. The same shall apply to the filling of any gaps that may become apparent in these GTC.

(2) Additions or amendments to these GTC must be made in writing. This also applies to the above written form clause itself.

(3) The entire contractual relationship between the Photographer and the Client shall be governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods, unless otherwise agreed individually. Insofar as agreements on the place of jurisdiction are permissible, Munich is agreed as the exclusive place of jurisdiction; however, the Photographer is also entitled to sue the Client at the place of jurisdiction of their place of business.

Valid as of February 2022