General Terms and Conditions

Definitions

In these General Terms and Conditions, the words written in capital letters have the following meaning:

1.1 GENERAL TERMS AND CONTITIONS: These general terms and conditions.
1.2 EQUIPMENT: The movable items that the CUSTOMER rents temporarily and as a temporary auxiliary structure under the CONTRACT, such as lighting, sound, video and LED equipment and all related materials and accessories.
1.3 SOURCE FILES: Digital files used in the execution of the CONTRACT or created during its execution.
1.4 DRY HIRE: The rental that relates solely to the Equipment and where CT does not carry out any work for the Equipment, such as installation, assembly, operation, maintenance and/or dismantling of the Equipment.
1.5 CT: Creative Technology Germany GmbH or the affiliated group company specified in the contract.
1.6 INFORMATION CARRIERS: magnetic tapes and discs, optical discs and all other means of recording, processing, transmitting or reproducing or publishing texts, images or other data by means of devices in the broadest sense of the word.
1.7 GROUP COMPANIES : [FABER Creative Services GmbH, Creative Technology Netherlands B.V.]
1.8 CUSTOMER: the (potential) contractual partner of CT.
1.9 LOCATION: The agreed place or places where the EQUIPMENT is used by the CUSTOMER temporarily and as a temporary auxiliary structure.
1.10 CONTRACT: The contract concluded between the CUSTOMER and CT, which may be a rental contract for the rental of the Equipment, a contract for the provision of (audiovisual) services or any other type of contract.
1.11 PARTY: Customer or CT.
1.12 PARTIES: Customer and CT together.
1.13 PERSONNEL: Employees, interns, managing directors, employed third parties and other persons who work for a PARTY.

Applicability

2.1 These General Terms and Conditions shall apply to the formation, content and fulfilment of every AGREEMENT between the CUSTOMER and CT, including all subsequent and supplementary agreements, without this having to be expressly mentioned or agreed at the time of their conclusion, unless the PARTIES expressly agree otherwise in writing.
2.2 The General Terms and Conditions shall only apply if the CUSTOMER is an entrepreneur (Section 14 of the German Civil Code (BGB)), a legal entity under public law or a special fund under public law.
2.3 The CUSTOMER’s general (purchasing) terms and conditions shall only apply if the PARTIES have expressly agreed in writing that they shall apply to the CONTRACT to the exclusion of these GENERAL TERMS AND CONDITIONS.

Conclusion of the CONTRACT

3.1 All offers and quotations of CT are subject to change and refer to the EQUIPMENT subject to interim leasing or sale of the EQUIPMENT.
3.2 A new offer by CT shall be deemed a new and separate offer which replaces all previous offers not accepted by the CUSTOMER.
3.3 Unless otherwise agreed in writing, all quotations and estimates shall be based on the data known at the time the quotation or estimate was prepared and the CONTRACT shall be performed in accordance with the working hours, work schedules and working conditions specified in the relevant quotation or estimate. If, at the request of the CUSTOMER, the performance of the CONTRACT does not take place at the stated working hours, work schedules and/or working conditions, the CUSTOMER shall be obliged to reimburse CT for all additional costs incurred in connection therewith, including the additional hours and waiting times incurred.
3.4 A CONTRACT is concluded when: (i) the PARTIES have signed the AGREEMENT, (ii) CT has accepted the CUSTOMER’s order, instruction or purchase order in writing, (iii) the CUSTOMER has accepted and confirmed CT’s offer in due time and in writing and CT has reconfirmed the CUSTOMER’s acceptance and confirmation in writing by sending an order confirmation, or (iv) CT commences the provision of services and/or the rental of EQUIPMENT at the CUSTOMER’s request.

Prices

4.1 The prices quoted are exclusive of VAT and other costs such as costs for insurance, transport, loading and unloading, travelling, accommodation, expenses and commissioning of third parties, unless CT expressly states otherwise in writing.
4.2 Budgets are always indicative only, are subject to change and shall only be deemed to be a “fixed price” offer if they are expressly designated as such by CT in writing.
4.3 The CLIENT accepts that changes to the order requested by or on behalf of the CLIENT, including amended instructions following receipt of working drawings, models, sketches, proofs, storyboards, layout specifications or work required due to adjustments to the order, may result in variations in lead time, budget and price. This shall also apply to superfluous models or animations, unclear descriptions, unclear sketches, drawings or models, faulty data carriers, faulty computer software or files, faulty manner of delivery of the materials or products to be supplied by the CUSTOMER and any similar performance by CT which forces CT to do more work or incur more costs than CT could reasonably have expected when the contract was concluded.
4.4 The actual costs to be invoiced depend on the hours, costs and other activities actually incurred in connection with the fulfilment of the CONTRACT.
4.5 Unless otherwise stated, CT shall be bound by the prices contained in the offers (plus VAT at the statutory rate) for a period of [14 DAYS / 2 WEEKS] from the date of the offer. Additional services not included in the offer shall be invoiced separately. The additional remuneration to be paid shall be calculated on the following basis:

• A daily flat rate is payable per unit of service (consisting of a maximum of 10 hours of work by one person per day).
• Any additional hours worked will be charged at 1/10 of the daily flat rate plus a surcharge of 20%.
• Off-days (i.e. days on which CT is available for an assignment between two service units) shall be charged at 50% of a daily flat rate if no assignment takes place.
• Arrival and departure days shall be charged at 50% of a daily flat rate if the service time is less than 5 hours and at 100% of a daily flat rate if the service time is more than 5 hours.

4.6 In the case of composed offers, i.e. offers that consist of several parts but form a unit, the CUSTOMER shall not been titled to demand delivery of only certain part(s) of the total service at a corresponding part of the price stated in the offer.
4.7 If the EQUIPMENT cannot be collected or delivered to the CUSTOMER on the agreed delivery date due to the behavior or omission of the CUSTOMER or any circumstance on the part of the CUSTOMER, the CUSTOMER shall owe the rental price from the date of the agreed delivery date, unless expressly agreed otherwise in writing.
4.8 The prices stated in the quotation are based on the cost-determining factors applicable at the date of the quotation, including but not limited to fuel, energy, material and transport costs. If, between the date of the quotation and the moment of performance, a significant increase occurs in one or more of these factors, the contractor shall be entitled to pass on the resulting additional costs to the client by way of subsequent calculation.

Payment

5.1 Payment by the customer must be made within the payment period specified in the offer, in the order confirmation or on the invoice. If no due date is specified, a payment period of 14 (fourteen) days from the invoice date shall apply. Payment shall not be deemed to have been made in full until the amount due has been credited to the bank account specified by CT.
5.2 CT shall have the right to demand partial advance payment during the performance of the CONTRACT. If the CUSTOMER has received an advance invoice, CT reserves the right, without prejudice to its other rights, to suspend the execution of the CONTRACT, after notifying the CUSTOMER separately, until the advance invoice has been settled.
5.3 Payment by the CUSTOMER shall be made exclusively in euros without any deduction, reduction or deferral. If the CUSTOMER has objected to an invoice in writing within the payment period and this objection is justified, payment may only be suspended for the part of the invoice to which the objection relates.
5.4 All costs in connection with payment, the provision of collateral, transaction costs and costs in connection with currency volatilities shall be borne by the CUSTOMER.
5.5 The customer shall only have a right of set-off or retention on the basis of legally established or undisputed counterclaims.
5.6 CT shall be entitled to set off claims of CT and/or Group Companies against claims of the CUSTOMER against CT and/or Group Companies, irrespective of the legal basis of the respective claims.

Security

6.1 If CT reasonably fears that the CUSTOMER will not fulfil its obligations to CT properly or on time, the CUSTOMER shall, at CT’s first request, immediately provide adequate security as required by CT for the complete fulfilment by the CUSTOMER of all its outstanding ( payment) obligations or replace or supplement the security provided. The security provided must be such that the claim against the CUSTOMER, including any interest and costs, is properly covered and CT can collect it without difficulty.
6.2 If the CUSTOMER fails to comply with a request to provide security within the meaning of the preceding paragraph within seven calendar days of receipt thereof, CT shall be entitled, without prejudice to any of its other rights, to suspend the fulfilment of its obligations and to recover the EQUIPMENT.

Performance of the CONTRACT in general

7.1 All instructions given by the CUSTOMER to CT for the fulfilment of the CONTRACT must be given by the CUSTOMER in writing. If CT receives a verbal instruction from the CUSTOMER, it shall confirm it in writing to the CUSTOMER, if reasonable, after the instructions have been given. Without prejudice to the other provisions of the CONTRACT, CT shall not be liable for the consequences of any inaccuracies or misunderstandings arising from oral instructions given by the CUSTOMER.
7.2 Unless expressly agreed otherwise in writing or stated by CT, delivery periods, schedules, milestones, review dates and the like are indicative and therefore not deadlines. Postponements in the planning in connection with adjustments or other requests of the CUSTOMER, including those described in Article 4.3, may result in an order exceeding the planned and available production capacity, which may lead to a delay in the execution of the work. The CLIENT accepts these consequences.
7.3 The CUSTOMER shall generally be obliged to co-operate to the extent necessary for CT to perform the CONTRACT, including but not limited to providing facilities, granting access to properties and buildings, receiving items, providing sufficient and qualified PERSONNEL to support CT’S PERSONNEL, providing information in a timely manner and making necessary decisions.
7.4 Unless otherwise expressly agreed in writing or stated herein, the CUSTOMER shall provide the necessary (technical) facilities, infrastructure and resources to put CT’s services into operation.
7.5 The CUSTOMER must ensure that all information and files provided by him are correct, up-to-date, accurate and complete, that they do not infringe any (intellectual) property rights of third parties and that they comply with the applicable laws and regulations. CT shall not be obliged to check the information or files received from the CUSTOMER for the above.
7.6 If CT’s PERSONNEL works at the CUSTOMER’s premises, the CUSTOMER shall ensure that the working conditions at the CUSTOMER’s premises comply with the law and other applicable standards. At CT’s request, the CUSTOMER shall ensure that the PERSONNEL working at a location other than the (office) premises of CT, is accommodated and catered for in a at least 3 stars hotel and a single room.
7.7 CT shall be entitled to subcontract the fulfilment of the contract in whole or in part.

Special provisions for the rental of EQUIPMENT

8.1 General
8.1.1 In addition to the other provisions of these GENERAL TERMS AND CONDITIONS, the provisions of this Article 8 shall apply if the CUSTOMER rents EQUIPMENT.
8.1.2 CT shall be entitled to rent the CUSTOMER replacement equipment of equivalent or better quality if the agreed EQUIPMENT is not available before the execution of the CONTRACT.
8.2 Duration of the rental agreement
8.2.1 The rental agreement shall be concluded for the rental period specified in the CONTRACT and shall commence on the agreed date of delivery of the EQUIPMENT.

8.3 Obligations of CT
8.3.1 CT undertakes to provide the CUSTOMER with the agreed EQUIPMENT in accordance with the agreed specifications, dimensions and, if applicable, the weight stated in the CONTRACT.
8.3.2 Unless otherwise agreed in writing, CT shall make the EQUIPMENT available to the CUSTOMER by delivering the EQUIPMENT to the SITE.

8.4 Obligations of the CUSTOMER
8.4.1 The CLIENT is obliged to indicate where the EQUIPMENT is to be unloaded before and loaded after the event. CT shall not be liable, regardless of the legal basis and without prejudice to the other provisions in the AGREEMENT, for any damage resulting from compliance with the CLIENT’s instructions regarding loading and/or unloading.
8.4.2 In the case of an outdoor event, the CUSTOMER shall be obliged to ensure safe and accessible conditions at the LOCATION. If the delivery, loading and unloading and/or removal of the EQUIPMENT on the agreed date is not possible or is delayed due to local conditions, the CUSTOMER shall reimburse CT for any additional costs and expenses. Without prejudice to the other provisions of the AGREEMENT, CT shall not be liable for any damage and the CUSTOMER shall indemnify CT against any damage caused by third parties to roads, paths or land at or near the SITE of the EQUIPMENT, whether private or public land, as a result of following the CUSTOMER’s instructions in relation to the delivery, loading, unloading or removal of the EQUIPMENT and/or entering and/or leaving the LOCATION.
8.4.3 Before the CONTRACT can be executed by CT, the CUSTOMER is obliged to inform CT where the EQUIPMENT is to be installed.
8.4.4 The CUSTOMER is responsible for obtaining all permits, licenses and other approvals required for the organization of the event and the use of the EQUIPMENT.
8.4.5 The CUSTOMER is obliged to strictly follow the advice and instructions of CT and CT’S PERSONNEL regarding the positioning, setting into operation and use of the EQUIPMENT.
8.4.6 The CUSTOMER undertakes to provide CT in timely manner and at its own expense with an uninterrupted power supply with the required power for the EQUIPMENT. At CT’s first request, the CUSTOMER shall provide as much lighting as is necessary for safe working (at night). At CT’s first request, the CUSTOMER shall provide as much sufficient illumination as is necessary for safe working (at night).
8.4.7 The CUSTOMER is obliged to allow CT and the PERSONNEL authorized by CT to enter and leave the site at any time for loading and unloading, assembly, installation, operation, maintenance, dismantling and/or removal (from the site) of the EQUIPMENT. If necessary, the CUSTOMER shall provide CT with sufficient access cards and/or keys for this purpose to allow continuous access.
8.4.8 The CUSTOMER shall be responsible for ensuring that the work of its PERSONNEL, which must take place prior to the installation and assembly of the EQUIPMENT, is completed in good time so that CT has sufficient time to carry out the work agreed with the CUSTOMER. CT shall be entitled to charge the CUSTOMER for the waiting time if this work is not carried out on time.

8.5 Use of the EQUIPMENT
8.5.1 The CUSTOMER is obliged to use the EQUIPMENT carefully, skillfully and appropriately. The CUSTOMER is obliged to follow all instructions supplied or communicated to him in relation to the EQUIPMENT.
8.5.2 If the CONTRACT provides that CT cannot undertake the installation, (dis)assembly, maintenance and/or operation of the EQUIPMENT on a number of expressly specified dates, the CUSTOMER shall not use the EQUIPMENT on such dates without the express prior written consent of CT.
8.5.3 The CUSTOMER shall not be permitted to make any changes to the EQUIPMENT without the express prior written consent of CT. However, CT shall be entitled to make changes to the EQUIPMENT if and to the extent that such changes are necessary for the proper fulfilment of the CONTRACT and/or to comply with applicable laws and/or regulations or official measures or orders.
8.5.4 Without the express authorization of CT, the CUSTOMER is not permitted to: (i) open the housing/packaging of the EQUIPMENT or any part thereof, (ii) move the EQUIPMENT and/or (iii) operate the EQUIPMENT.
8.5.5 Upon expiry of the rental period or termination of the AGREEMENT, the CUSTOMER must return the EQUIPMENT to CT.

8.6 LOCATION
8.6.1 The EQUIPMENT may only be used at the LOCATION. If, after the delivery date and at any time during the rental period, the Equipment is not located at the LOCATION or is or has been moved to another site, CT shall have the right to terminate the contract in writing with immediate effect. In addition, CT shall be entitled to demand a contractual penalty of up to ¤ 50,000 (fifty thousand euros) from the CUSTOMER, the appropriateness of which shall be reviewed by the MunichRegional Court at the request of the CUSTOMER. The assertion of other claims by CT shall remain unaffected by this.
8.6.2 If the EQUIPMENT is stored in a transport vehicle at the LOCATION neither the CUSTOMER nor its PERSONNEL shall be permitted to enter transport vehicle unless This is done at the invitation and under the supervision of CT’S PERSONNEL and on condition that all safety procedures established by CT are strictly adhered to.

8.7 Audiovisual transmission devices
8.7.1 Unless expressly agreed otherwise in writing, the CUSTOMER shall be responsible for the provision and content of the audiovisual transmission material to be shown and/or broadcast via the EQUIPMENT. The CUSTOMER shall then, to the extent required and at its own expense, obtain all necessary approvals, licenses and permissions for the display and broadcast of all transmission material on or via the EQUIPMENT. The CUSTOMER is advised not to use any original material in the EQUIPMENT or in connection with the use of the EQUIPMENT without first having made a backup copy.
8.7.2 The CUSTOMER shall indemnify and hold harmless CT against all claims by third parties based on the allegation that the presentation and/or broadcast of the Broadcast Material and/or the broadcast material itself infringes their (intellectual property) rights and/or does not comply with the relevant applicable laws and/or regulations. This shall not apply if and to the extent that the claim is not based on a circumstance for which CT is responsible.
8.7.3 CT shall not be liable, irrespective of the legal grounds and notwithstanding the other provisions of the AGREEMENT, for the loss of or damage to (original) transmission material, unless and insofar as the loss or damage is due to a fault on the part of CT.

8.8 DRY-HIRE
8.8.1 The provisions of Articles 8.4.3, 8.4.5, 8.4.6 second sentence, 8.4.7, 8.4.8, 8.5.2, 8.5.4 and 8.6.2 do not apply in the case of DRY HIRE.
8.8.2 In the case of DRY HIRE, CT shall not be obliged to enquire of the CUSTOMER about the intended use of the EQUIPMENT or the circumstances under which the EQUIPMENT will be used. Without prejudice to the other provisions in the AGREEMENT and irrespective of the legal basis, CT shall in this case not be liable for the use and/or utilization of the EQUIPMENT by the CUSTOMER.

8.9 Protection of EQUIPMENT and insurance obligations
8.9.1 The CUSTOMER shall take all necessary measures to protect the EQUIPMENT from vandalism, theft, loss and other risks during the rental period. The CUSTOMER shall properly secure the EQUIPMENT, the premises, the LOCATION, and any other place where the EQUIPMENT is located, which in any case means that third parties shall not have unauthorized access to the EQUIPMENT and the LOCATION.
8.9.2 The CUSTOMER shall, from the date of delivery of the EQUIPMENT and during the hire period, take out and maintain adequate insurance with a reputable insurer insuring the EQUIPMENT against all risks which may arise in connection with the use of the EQUIPMENT and fully insuring the value of the EQUIPMENT.
8.9.3 The CUSTOMER shall have CT included as co-insured in the policies referred to in Article 8.9.2 without CT being liable for payment of the premiums or having to pay any excess or other compensation (to the insurer). The CUSTOMER shall ensure that the insurer’s payments in respect of the EQUIPMENT are made directly to CT. The CUSTOMER is obliged to always pay the relevant premiums on time and to provide CT with a copy of the policies and the associated insurance conditions upon first request. If necessary, the CUSTOMER shall assign to CT any claim against the insurer in respect of any payment relating to the EQUIPMENT.

8.10 Damage to the EQUIPMENT and complaints about the EQUIPMENT
8.10.1 The CUSTOMER shall be obliged to notify CT without undue delay of any damage to the EQUIPMENT and complaints about (the operation of) the EQUIPMENT and to confirm this to CT in writing within 24 hours, but no later than three calendar days after the end of the event in question. In the notification, the CUSTOMER must state sufficient details regarding the damage and what the complaint relates to. If the CUSTOMER has not complained within the aforementioned period and/or has not sufficiently specified, any right of the CUSTOMER to complain in this respect shall lapse and CT shall not be liable to the CUSTOMER in this respect.
8.10.2 If a complaint is found to be justified by CT (which in any case is not the case if the problem with the EQUIPMENT was caused by the CUSTOMER and/or by third parties engaged by the CUSTOMER and/or by items used by the CUSTOMER and/or the problem is otherwise attributable to the CUSTOMER), CT shall only be obliged to replace or repair the part or parts of the EQUIPMENT to which the complaint relates free of charge and without delay or to refund an amount in accordance with the provisions of Article 8.10.3, at CT’s discretion.
8.10.3 If at any time during the Rental Period the EQUIPMENT fails to operate for a total transmission time in excess of 15% of the total scheduled transmission time on any given day due to: (i) a circumstance which is at CT’s expense and risk, (ii) the malfunction of the EQUIPMENT itself, or (iii) acts or omissions of CT’s PERSONNEL, and if such problem cannot be promptly corrected or repaired by CT, CT shall reimburse the CUSTOMER for the cost of such repair. CT shall reimburse the CUSTOMER an amount corresponding to the lost transmission time, calculated as a percentage of the total rental price payable by the CUSTOMER, excluding transport, labour and other costs and taking into account the number of screens used and the days of use, whereby the maximum liability of CT, on whatever legal grounds, shall be limited to the amount actually paid by the CUSTOMER for the rental of the equipment in question.
8.10.4 The provisions of Articles 15.1 to 15.8 apply in addition.
8.10.5 Claims of the CUSTOMER based on the allegation that the EQUIPMENT supplied by CT is not in conformity with the contract shall become time-barred 6 (six) calendar months after the date on which the CUSTOMER became aware or could reasonably have become aware of the existence of the non-conformity.
8.10.6 If any damage to the EQUIPMENT is not at the expense and risk of CT, CT may repair the damage by its own technicians at the expense of the CUSTOMER and shall not be obliged to assert any rights under its insurance contract.

8.11 Return of the EQUIPMENT
8.11.1 If the Customer fails to fulfil one or more of its obligations under the CONTRACT (including the obligations under these General Terms and Conditions), CT shall be entitled, after prior warning, to remove (or to have retrieved) the EQUIPMENT made available to the CUSTOMER.
8.11.2 The CUSTOMER hereby irrevocably authorizes CT to enter (or cause to be entered) the premises and/or the areas in which the relevant EQUIPMENT is located for this purpose and, if necessary, shall be obliged to ensure that authorized third parties grant CT permission to enter (or cause to be entered) the premises and/or the areas in which the relevant EQUIPMENT is located.
8.11.3 All costs incurred by CT in connection with the retrieval of the EQUIPMENT due to the CUSTOMER’s failure to comply with the regulations shall be borne by the CUSTOMER.

Special provision on the performance of service and works

9.1 General
9.1.1 In addition to the other provisions of these General Terms and Conditions, the provisions of this Article 9 shall apply if CT provides services or performs work (together also “Work”).

9.2 Ausführung der Bestellung
9.2.1 Unless the PARTIES expressly agree otherwise in the CONTRACT, CT shall not be obliged to achieve any result and CT makes no guarantees or representations.
9.2.2 CT shall carry out the work according to the state of the art in accordance with the design, drawing, sketch, model, storyboard or tests.

9.3 Delivery
9.3.1 The CUSTOMER shall be obliged to check immediately after delivery whether CT has properly fulfilled the CONTRACT and shall furthermore be obliged to inform CT immediately in writing as soon as it becomes apparent to the contrary. In the written notification, the CUSTOMER shall specify in sufficient detail what he considers to be the defect. The fulfilment of the CONTRACT shall in any event be deemed to have been duly performed and the performance to have been accepted if the CUSTOMER (i) has not (timely) carried out the aforementioned inspection or notification or (ii) has put a delivered work or a part of a delivered work into use, has processed or treated it, has delivered it to third parties or has had it put into use.
9.3.2 Deviations between the delivered work on the one hand and the original design, drawing, sketch, model or storyboard or proofs on the other hand cannot constitute grounds for rejection, price reduction, cancellation or other termination of the agreement or compensation if they are of minor importance and/or do not prevent the use of the delivered work. Deviations which, taking all circumstances into account, can reasonably be considered to have no or only a minor influence on the utility value of the work delivered, are always considered to be deviations of minor importance.

Ownership of the EQUIPMENT

10.1 The CUSTOMER recognizes and respects that CT is and remains the owner of the EQUIPMENT. The CUSTOMER is obliged to inform third parties, including but not limited to its customers, who are responsible for the event in question, as well as third parties engaged by the CUSTOMER for the assembly and dismantling of the event, clearly and in good time, i.e. at the latest at the time of use of the EQUIPMENT, that the EQUIPMENT: (a) is the property of CT, (b) was provided to the CUSTOMER only temporarily and as a temporary resource and (c) must be retrieved after the event (by CT) and returned to CT. The CUSTOMER shall be obliged to provide CT with a copy of the relevant notices at CT’s first request.
10.2 The CUSTOMER shall not do or omit to do anything which may infringe CT’s proprietary rights, including but not limited to attaching the EQUIPMENT in a manner which causes the mixing or blending of the EQUIPMENT with other items and/or the removal of CT’s proprietary marks from the EQUIPMENT.
10.3 Without the express prior written consent of CT, the CUSTOMER shall not be permitted to sell, pledge, encumber, rent or sublet the EQUIPMENT leased to him in whole or in part, directly or indirectly.
10.4 The CUSTOMER is obliged to inform CT immediately if third parties assert rights to the EQUIPMENT or if he is aware that third parties intend to assert rights to the said EQUIPMENT.
10.5 If and insofar as CT has rented the equipment from third parties, Articles 10.1 to 10.4 mutatis mutandis and the provisions apply to the respective owner.
10.6 CT shall exercise the same care in the storage and use, processing and handling of other items entrusted to it by or on behalf of the CUSTOMER as it does with its own items. The CUSTOMER shall bear the risk for these items and shall insure them himself. The CUSTOMER shall grant CT a lien on these items as security for the payment of the amounts owed to CT.
10.7 Insofar as CT supplies goods in connection with the performance of the CONTRACT (this does not include the EQUIPMENT, as this is only rented out), these goods shall remain the property of CT until the CUSTOMER has paid these goods and the costs of the works carried out or to be carried out in favor of the CUSTOMER in connection with the goods, as well as the claims arising from the CUSTOMER’s failure to perform the AGREEMENT, including interest, costs and any penalties.

(Intellectual) property rights

11.1 The CUSTOMER shall indemnify CT against all claims by third parties in connection with the allegation that their (intellectual) property rights have been infringed in connection with the performance of the CONTRACT, unless and to the extent that the infringement is due to a fault on the part of CT.
11.2 The SOURCE FILES shall remain the property of CT. CT shall not be obliged to store these SOURCE FILES and shall not assume any warranty for their suitability for reuse. Unless expressly agreed otherwise in writing, the CUSTOMER shall have no right to access or copy the SOURCE FILES.
11.3 Subject to payment of the agreed remuneration, the CUSTOMER acquires a country-restricted, non-transferable, non-sublicensable, non-exclusive license to use the delivered goods in the form, scope, manner, for the duration and for the purpose described in the CONTRACT. Further licenses shall be agreed in a separate contract. This provision has effect under property law.
11.4 Unless expressly agreed otherwise in writing, the CUSTOMER shall not acquire any (intellectual) property rights to delivered works, irrespective of whether the CUSTOMER reproduces and/or publishes the delivered works in its own name. If CT undertakes to transfer the (intellectual) property rights to works to the CUSTOMER, insofar as this is legally possible, this can only be done expressly and in writing and CT shall be entitled to make this subject to the condition that the CUSTOMER has paid all amounts owed to CT.
11.5 CT shall have the right to mention its name on the delivered works in an appropriate place, as well as the © symbol and the year of first publication. The CUSTOMER shall always be obliged to publish and reproduce the works supplied, including CT’s name and/or other enclosed information, unless this is deviated from with CT’s prior written consent.
11.6 When the delivered work is presented by the CUSTOMER or on his behalf, the image and sound may not be shown separately, but only together. In addition, the delivered work must always be shown in its entirety.
11.7 The CUSTOMER is solely responsible for the acquisition of publication, exhibition, recording and/or reproduction rights in respect of the music, lyrics and/or other elements forming part of the work supplied.
11.8 Without prejudice to its other rights, CT shall at all times be free to use the delivered work or a reproduction thereof for the benefit of other CUSTOMERS, its own advertising, promotion and exhibition of the delivered work, including participation in national and international competitions, and to mention the name of the CUSTOMER, unless the parties have agreed otherwise in writing in advance.

Force majeure

12.1 If, due to one or more circumstances beyond the control of the Party concerned, including but not limited to the circumstances referred to in Article 12.2, but excluding the CLIENT’s payment obligations and the circumstances referred to in Article 12.3, the Party affected by force majeure is permanently unable to fulfil the Contract in whole or in part, the Party affected by force majeure shall not be liable to the other Party for any failure to fulfil its obligations under the Contract, for any delay caused thereby or for any delay in the performance of the Contract. If the impossibility of performance is temporary, the CONTRACT may be performed at a later date, unless performance at a later date is no longer of value to CT.
12.2 The following circumstances are in any event regarded as force majeure events on the part of Provider: governmental (local or otherwise) regulations or orders which prohibit or restrict the use of the leased Equipment or the Equipment to be leased or otherwise prohibit or restrict the performance of the Contract, strikes, lock outs, union actions, illness, disability or other non-availability of Provider’s Staff, (impending) epidemic/pandemic, limitations/prohibitions of in- and/or export with respect to the Equipment, transportation problems, non-performance of Provider’s suppliers, subcontractors or transport companies used by Provider, signal and/or power disruptions or other disruptions, blockage or stagnation of public supplies, damage to (power) cables, fire, machine failure, erroneous stage assembly, erroneous lighting, no or erroneous representation of sounds, nature- /nuclear disasters, war, danger of war, threats of war, escalation of (armed) conflicts in neighbouring or regional territories, deterioration of regional security conditions, border closures, sanctions, embargoes, governmental travel restrictions, closure of airspace, interruption of transport corridors, evacuation orders, terrorist attacks, activities and/or threats of terrorism. Customer cannot claim or enforce any right to payment of damages, costs, rent or performance of Provider’s obligations. For the avoidance of doubt, where geopolitical tensions, armed conflict, or regional instability already exist at the time of entering into the Contract, any material escalation, deterioration, spillover effect, or newly imposed restriction materially affecting performance by Provider shall constitute a Force Majeure Event including where performance remains technically possible but cannot reasonably be executed safely, lawfully, or commercially under prevailing circumstances.
12.3 (i) weather conditions, (ii) the cancellation of the event for which the EQUIPMENT and/or, where applicable, the PERSONNEL of CT was rented by the CUSTOMER, (iii) the cancellation of the order placed with CT, (iv) the non-use or non-commissioning of the EQUIPMENT after delivery to the CUSTOMER and/or (v) the improper or untimely performance of agreements made by the CUSTOMER with third parties shall not constitute force majeure on the part of the CUSTOMER.
12.4 If a PARTY is affected by force majeure, it shall immediately inform the other PARTY verbally and confirm this in writing within 24 hours of the verbal notification.
12.5 The CUSTOMER and CT shall have the right to terminate the AGREEMENT if CT is affected by force majeure and this situation lasts longer than 30 (thirty) days. The CUSTOMER shall not be entitled to compensation for costs, damages or interest.

Termination of the CONTRACT

13.1 Without prejudice to the other provisions of these GENERAL TERMS AND CONDITIONS and CT’s statutory right of termination, CT shall be entitled to terminate the AGREEMENT if the CUSTOMER fails to fulfil one or more of its obligations to CT under the AGREEMENT and/or these GENERAL TERMS AND CONDITIONS, or if (a) the CUSTOMER’s moratorium is or has been applied for or granted, (b) the CUSTOMER’s bankruptcy is or has been applied for or declared, (c) the CUSTOMER enters into an arrangement with its creditors or takes other steps to restructure its debts, (d) the CUSTOMER is otherwise restricted in or loses control of its assets, (e) the CUSTOMER’s creditworthiness is otherwise jeopardized, (f) the CUSTOMER ceases to do business or relocates to another country or is liquidated or dissolved, (g) the CUSTOMER has lost effective control of the whole or any part of the EQUIPMENT, to terminate the CONTRACT in writing with immediate effect, either by rescinding the CONTRACT in whole or in part or by cancelling the CONTRACT, without prejudice to any other rights to which it may be entitled and without being liable to pay damages.

Cancellation by the CUSTOMER

14.1 If the customer cancels an event and the CONTRACT cannot be executed for this reason, the CUSTOMER is obliged to reimburse CT a percentage of the agreed rental price in accordance with the table below:

• Cancellation up to 1 month before the start of the rental period: 40% of the total rental price.
• Cancellation 1 month before the start of the rental period: 60% of the total rental price.
• Cancellation 2 weeks before the start of the rental period: 75% of the total rental price.
• Cancellation 1 week before the start of the rental period: 90% of the total rental price.
• Cancellation after arrival of the equipment and/or, if applicable, the user personnel at the location: 100% of the total rental price.

14.2 If the CUSTOMER cancels/cancels an order before CT has started to execute the order, CT shall be entitled to claim a cancellation fee as compensation for the costs incurred, which shall in any case include the costs already incurred by CT for the reservation of production capacity, the materials purchased, the services used and storage, with a minimum in accordance with the table below:

• Cancellation up to 30 days before execution: 40% of the (estimated) order value.
• Cancellation up to 21 days before execution: 60% of the (estimated) order value.
• Cancellation up to 14 days before execution: 75% of the (estimated) order value.
• Cancellation up to 7 days before execution: 90% of the (estimated) order value.
• Cancellation later than 7 days before execution: 100% of the (estimated) order value.

14.3 In the event of an interim cancellation/interim termination of orders after CT has commenced execution of the order, CT shall be entitled to invoice the CUSTOMER for the full agreed amount which CT would have invoiced if the order had not been cancelled/interim terminated. This shall also apply if CT is unable to fulfil the order due to a circumstance on the part of the CUSTOMER, namely for the period during which this circumstance persists.
14.4 In the cases referred to in Articles 14.1 to 14.3, the CUSTOMER reserves the right to prove that the actual damage incurred is lower.

Liability

15.1 CT’s liability in connection with the rental of EQUIPMENT, on whatever legal grounds, shall be limited to the direct damage and in any event to an amount equal to the total rental price paid by the CUSTOMER during the rental period for the rental of the EQUIPMENT which caused the damage suffered by the CUSTOMER.
15.2 In the case of services other than rental, CT shall be liable within the scope of the statutory provisions. Notwithstanding the foregoing, CT shall only be liable in the event of slight negligence if there is a breach of a material contractual obligation, the fulfilment of which is essential for the proper performance of the CONTRACT and on the observance of which the CUSTOMER may regularly rely, or if the breach jeopardizes the achievement of the purpose of the CONTRACT. In the event of liability due to simple negligence, the damage shall be limited to a foreseeable and contractually typical amount. The above limitations of liability shall not apply in the event of mandatory statutory liability under the Product Liability Act, or in the event of a defect following the assumption of a guarantee for the quality of the subject matter of the contract, or in the event of a defect fraudulently concealed by CT, or in the event of injury to life, the body or health. The provisions on the burden of proof shall remain unaffected by this.
15.3 Notwithstanding the other provisions of these GENERAL TERMS AND CONDITIONS, CT shall not be liable, irrespective of the legal grounds, for any damage caused by or resulting from the use, processing and transmission of the information supplied by the CUSTOMER, nor for any damage resulting therefrom, that the CUSTOMER uses, treats or processes the manufactured items or works after delivery, delivers them to third parties or has them used, treated or processed or delivers them to third parties, unless the damage could not have been foreseen even by a careful and attentive CUSTOMER.
15.4 The occurrence of default on the part of CT shall be determined in accordance with the statutory provisions. In any case, however, a reminder from the CUSTOMER shall be required.
15.5 The limitations of liability contained in Article 15.1 and Article 15.3 shall also apply to third parties and in the event of breaches of duty by persons (including in their favor) for whose fault CT is responsible under statutory provisions.
15.6 At the risk of forfeiting the right to compensation, the CUSTOMER must inform CT as soon as possible, but at the latest within one (1) month of becoming aware of the cause of the damage. Any right to compensation shall lapse if the CUSTOMER does not claim the damage in court within six (6) months of the date on which he became aware or could reasonably have become aware of the existence of the damage.
15.7 Regardless of the legal basis, the CUSTOMER shall be liable to CT for any damage caused at the LOCATION and during the rental period to (i) the EQUIPMENT and/or (ii) CT’S PERSONNEL and/or (iii) the property of CT’S PERSONNEL, unless the damage in question is due to the fault of CT.
15.8 If CT is held liable by a third party for any damage for which CT is not liable under the AGREEMENT and/or these GENERAL TERMS AND CONDITIONS, or if any other type of claim or sanction is imposed on CT, the CUSTOMER shall indemnify CT in this respect both and shall reimburse CT for everything that CT has to pay to this third party.

Confidentiality

16.1 If the PARTIES have not entered into a separate confidentiality agreement, the following shall apply. Each PARTY undertakes not to disclose to any third party at any time any confidential information relating to the CONTRACT or for any purpose other than the performance of the CONTRACT, quotations, order confirmations and orders or about the work and affairs of the other PARTY, except: (a) to the extent required by law or by any competent authority; or (b) to the extent that such disclosure is made to a professional adviser under an obligation of confidentiality or a statutory duty of non-disclosure, and then only to the extent that such disclosure is made for lawful purposes; or (c) to the extent that the information concerned is already in the public domain or is about to become so at the time of entering into the CONTRACT or at a later date without any person having acted unlawfully or could reasonably have known that its disclosure was unlawful. Confidential information includes, but is not limited to: Price lists, customer data, know- how, designs, drawings, sketches, models, proofs and storyboards, specifications and all (other) information in written or oral form, whether or not recorded on INFORMATION CARRIERS, received by the CUSTOMER from CT. The receiving PARTY shall be obliged to return this confidential information to the providing PARTY, including all copies thereof, upon request, unless the receiving PARTY still needs this information for the performance of the AGREEMENT (as evidence) or due to a legal obligation.

Final provisions

17.1 These General Terms and Conditions may only be deviated from by written agreement between the parties.
17.2 In the event of discrepancies, different interpretations or contradictions between the contract and these General Terms and Conditions, the contract shall take precedence, unless the parties expressly agree otherwise in writing.
17.3 CT is authorized to amend these General Terms and Conditions from time to time. In the case of current contracts, the CUSTOMER shall have the option of cancelling the CONTRACT within 6 weeks of receipt of the notification of amendment if he does not agree with the amended GENERAL TERMS AND CONDITIONS. The amended GENERAL TERMS AND CONDITIONS shall apply from the date on which the cancellation period has expired, unless notice of cancellation is given.
17.4 Without the express prior written consent of CT, the CUSTOMER shall not be entitled to transfer its rights and/or obligations under the CONTRACT or its legal relationship with CT under the CONTRACT to a third party. CT shall be entitled to transfer its rights and obligations to a third party who takes over its business or a part thereof without the consent of the CUSTOMER. This provision shall have effect under property law.
17.5 If work is carried out at an external location (e.g. film set or office of the Customer), the CUSTOMER shall not be permitted to offer CT’S PERSONAL a personnel assignment or an employment contract without prior notice and with the written consent of CT.
17.6 If at any time a party does not invoke a particular clause of the CONTRACT or these General Terms and Conditions, it does not thereby waive that clause.
17.7 In these General Terms and Conditions, “in writing” also means by fax, e-mail or any other electronic medium addressed to the address or number of a party known or notified to the other party and with which successful communication has already taken place.
17.8 In these GENERAL TERMS AND CONDITIONS “delivery of the EQUIPMENT” means the actual provision of the EQUIPMENT by CT.

Applicable law and competent court

18.1 All legal relations between CT and the CUSTOMER shall be governed exclusively by German law to the exclusion of private international law. The Vienna Sales Convention shall not apply.
18.2 The exclusive place of jurisdiction for disputes which may arise between CT and the CUSTOMER from or in connection with (the performance of) the CONTRACT(s) and these GENERAL TERMS AND CONDITIONS shall be Munich. However, CT shall be entitled to sue the CUSTOMER at its general place of jurisdiction (§§ 12, 13 ZPO).

Personal data

19.1 The supplier agrees that personal data may be stored and processed in Creative Technology registry under the Data Protection Act (GDPR). The personal data can include, but is not limited to, Contact information, the various roles you perform and which we hold in our database, pricing information, a skill level assessment, and performance rating. You have the right to request a copy of the information we hold about you and to request that any inaccurate data be corrected. You may at any time request erasure of all your data or part of your data. Please though be aware that as this information is integral to how we manage our freelancer workforce, we may not be able to continue offering you engagements if we are unable to retain it. Your data will be kept secure and accessed only by those with a legitimate need to do so. Our full Data Protection Policy is available at https://www.nepgroup.com/legal. If you have any questions or wish to exercise your data rights, please contact us. With the acceptance of these terms, the supplier has entered into a personal data clause with the client in cases where the assignment means that the supplier is a personal information assistant to the client.