GENERAL TERMS & CONDITIONS
[Updated: 02/2024]
The following Terms and Conditions (hereinafter referred to as T&Cs) form the basis for all services and media content creation (hereinafter referred to as Work) provided by the contractor (hereinafter referred to as Contractor or Renè Müller / LUMACHROME) to clients (hereinafter referred to as Client). This applies even if the Client has its own terms and conditions of purchase that differ from or conflict with these T&Cs. The Contractor must explicitly confirm the Client’s terms of purchase, and they can only be accepted if they do not contradict the Contractor’s T&Cs or are subordinate to them. These T&Cs also apply to all future orders, offers, and services within an ongoing business relationship, unless explicitly agreed otherwise. By commissioning the Contractor, the Client confirms their acceptance of these T&Cs.
1. General
1.1 Orders can be placed verbally or in writing unless otherwise expressly agreed.
1.2 The Client’s confirmation of the order is considered binding acceptance of the order contents specified in the offer.
1.3 The Contractor’s offers are non-binding unless explicitly stated otherwise.
1.4 The place of performance and jurisdiction is the Contractor’s business location.
2. Services and Obligations
2.1 The Contractor performs their work to the best of their knowledge and ability, considering the technical possibilities of the project.
2.2 Unless explicitly agreed otherwise, the Contractor is solely responsible for color grading and delivering the graded material to the Client upon approval. Additional processing steps, such as DCP creation or mastering by the editor or other parties, are not the Contractor’s responsibility.
2.3 The Contractor cannot be held accountable for the exact visual presentation of the Work on various devices, in cinemas, or under different viewing conditions, as these are beyond their control. After delivering the graded material, the Contractor assumes no further responsibility for its subsequent use or processing.
2.4 The Client ensures that a backup copy of the material always exists and that the Contractor is not in possession of the sole copy. The Contractor is exempt from any liability for damage or loss of the material.
2.5 The Client agrees to credit the Contractor with their full name and job title in the film’s credits and to list them in databases such as IMDb, Crew United, or similar platforms.
2.6 Project files and materials will be digitally archived for up to 14 days after the order is completed. After this period, the Contractor is no longer obligated to retain the material and may delete all materials related to the respective order.
2.7 The Client must provide all necessary information, materials, and decisions in a timely and appropriate manner to ensure the proper execution of the project. Delays or additional work resulting from late or insufficient input by the Client will be their responsibility. In such cases, the Contractor reserves the right to adjust deadlines or charge for additional effort separately.
3. Costs and Payment
3.1 In accordance with the small business regulation under §19 of the German Value Added Tax Act (UStG), no VAT is charged to the Client. It is agreed that there is no employment relationship between the Client and the Contractor.
3.2 Unless otherwise expressly agreed, a deposit of 50% of the total amount due must be paid by the Client upon commissioning. This deposit covers the Contractor’s work on the project until approval. The remaining 50% is payable immediately upon delivery of the final material.
3.3 If deferred payment has been agreed upon, the Client commits to sharing future revenues and profits from the film with the Contractor until the deferred payment is fully settled. This includes revenue from crowdfunding, ticket sales, the sale or rental of film copies, streaming services, TV broadcasts, and prize money from film festivals.
3.4 If deferred payment is agreed, the Client is required to pay the Contractor at least 10% of generated revenues quarterly until the deferred payment is fully settled.
3.5 All costs incurred by the Contractor in fulfilling the order are borne by the Client. This includes costs for data storage or transfer services necessary for processing, archiving, or delivering the material to the Contractor.
3.6 If the Client cancels the agreed contract without fault on the Contractor’s part, the Client is responsible for all costs incurred up to the time of cancellation.
3.7 Changes to the Work suggested by the Client that lead to additional costs must be explicitly approved by the Client.
3.8 Payment is considered overdue 14 days after receipt of the invoice. In case of delayed payment, the Contractor is entitled to suspend services or withhold the delivery of the Work until full payment is made.
4. Usage Rights
4.1 The Client assures that they hold the necessary rights to the film material for further processing and transfers these rights to the Contractor.
4.2 Ownership of all raw materials and resulting intermediate products during production, as well as written agreements/concepts, remains with the Client.
4.3 The Contractor is granted the unrestricted right by the Client to use the created content free of charge, indefinitely, and globally for their purposes (e.g., advertising, presentations for clients, or on their website). This also applies in the event of the Client’s early termination of the contract or breach of contract.
5. Approval and Revisions
5.1 Any requests for changes to the work must be submitted in writing and without delay, but no later than seven days after delivery. Complaints made after this period, or outside the agreed revision rounds, are excluded. After this deadline, the current version of the work will automatically be considered approved.
5.2 Unless explicitly agreed otherwise in writing, each work includes two rounds of revisions as well as the delivery of the final file(s) required for mastering or further forms of post-production. The exact type, format, and scope of these “master files” will be defined in the offer by the contractor (AN) before the start of the project. Additional files, such as alternative versions or formats requested by the client (AG), will be charged separately. Project files and intermediate products created by the contractor are excluded from delivery to the client. Additional changes that the client does not communicate to the contractor within the revision rounds, as well as change requests for previously approved visual versions, will be billed separately.
5.3 The contractor determines the workflow and platform for the revision process, e.g., using Frame.io or similar tools. Only the versions of the work provided by the contractor on the designated platform are considered binding for the revision process. Approvals or change requests made through other methods, such as downloading the video file and viewing it in an external player, are not permitted and will not be recognized as binding.
5.4 The client may only withdraw from the contract due to a defect if the contractor is responsible for the defect. Artistic differences within the agreed concept do not constitute a defect. Minor, technically unavoidable deviations in quality, form, size, or color do not justify a complaint. Complaints based solely on subjective preferences are fundamentally excluded.
5.5 The delivery date of the work is agreed upon individually between the contractor and the client in advance. If the contractor realizes that the deadline cannot be met, they must immediately inform the client of the reason and the expected duration of the delay.
5.6 In the case of delays caused by changes requested by the client or for other reasons attributable to the client (e.g., delayed provision of materials, delays caused by third parties under the client’s responsibility), the completion period is extended by at least the duration of the delay or interruption in the production schedule.
5.7 The delivery of the completed work to the client will only take place after full payment for the work provided by the contractor has been received.
5.8 The client is not permitted to publish or use any intermediate products created by the contractor for further post-production processes without prior agreement and payment for the work performed.
5.9 The contractor may withdraw from the contract if they are unable to fulfill their obligations due to force majeure, illness, or technical reasons beyond their control. In such cases, the contractor will refund any advance payments made by the client.
5.10 If technical errors attributable to the contractor are identified after approval, the contractor is obligated to rectify them within a reasonable time at no additional cost to the client. Errors caused by third-party software, hardware, or external factors are not the contractor’s responsibility. Furthermore, the contractor is not liable for errors resulting from decisions previously made by the client.
5.11 The client agrees to ensure that they or third parties engaged by them meet the technical requirements to make valid and industry-standard decisions during the revision and approval process. This includes the use of appropriate equipment (e.g., calibrated monitors, professional software, etc.) and sufficient expertise or the engagement of qualified third parties. The contractor is responsible only for the correct delivery of the material, not for the conditions under which the client makes their decisions. Deficiencies or incorrect decisions arising from inadequate technical conditions or lack of expertise on the part of the client or their representatives are outside the contractor’s responsibility.
5.12 The client assures that they will take sufficient time to review and approve the material delivered by the contractor and that they will provide precise, comprehensible, and clear written feedback or change requests. Change requests resulting from superficial review, omissions, or insufficient examination of the material are the client’s responsibility. Should this result in additional work for the contractor, the related costs will be billed to the client.
6. Confidentiality
6.1 All business information, documents, agreements, and samples exchanged or disclosed between the Client and Contractor are confidential and must not be shared with third parties.
6.2 The Contractor will only use the Client’s personal data for the order’s execution and will delete it after the contract ends unless legal retention obligations apply.
7. Breach of Contract
7.1 If the client publishes, reproduces, or uses intermediate products, raw data, or the final work for further post-production processes without full payment for the work provided by the contractor, this constitutes a breach of contract. In such cases, the contractor reserves the right to take legal action.
7.2 In the event of a breach of contract, the contractor may claim compensation equal to the agreed fee, as well as any additional costs and losses incurred as a result. These include, but are not limited to, legal fees, court costs, and any potential lost profits.
7.3 The client agrees to pay the contractor a contractual penalty of 50% of the agreed fee in the event of a breach of contract. This penalty is due independently of any further claims for damages and serves to compensate for non-material harm (e.g., reputational damage, additional effort).
7.4 The contractor reserves the right to remove the work or parts thereof from public platforms, cinemas, or other distribution channels at the client’s expense in cases of a breach of contract. For this purpose, the contractor may obtain an injunction to enforce such removal.
7.5 In the event of a breach of contract by the client or early termination of the contract without full payment, all granted usage rights automatically and unconditionally revert to the contractor. The client is then obligated to cease using the contractor’s work immediately and delete or return any delivered materials and intermediate products. The transfer, publication, or other use of the content is explicitly prohibited.
7.6 If the client grants unauthorized access to intermediate products or final works to third parties, the client is fully liable to the contractor for any resulting damages.
8. Severability Clause
8.1 If any provision of these T&Cs is invalid or unenforceable, it does not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that comes closest to the economic intent of the original.