1.1 The following General Terms and Conditions (hereinafter “GTC”) apply to all contracts concluded between the respective local We Are Era entity (hereinafter "We Are Era”) and the contractual partner (hereinafter "Contractual Partner”) (We Are Era and Contractual Partner hereinafter referred to collectively as the “Parties”) on the performance of services in the context of productions (hereinafter referred to as “Project” or “Productions”). These GTC cover all primary and secondary services.
1.2 We Are Era reserves the right to adjust these GTC from time to time. The most recent version is the one applicable for the contracted performance of services. If the adjustments include significant changes, which affect the rights and duties of the Contractual Partner, We Are Era shall notify the Contractual Partner before the change takes effect by means of appropriate methods, for example, via the website of by email. Unless stated otherwise, updates of the GTC shall become effective on their publication on the website. The Contractual Partner is aware that the further performance of services, after an update of these GTC has been published, means that the Contractual Partner voluntarily declares its agreement to the binding applicability of the updated GTC.
2.1 The object of the agreement is the service respectively defined in the submitted quote (hereinafter referred to as “Quote”). The Quote includes in particular details as to the kind and scope of the services, the performance periods, and the consideration to be paid by the Contractual Partner. The Quote will be submitted in writing (email is sufficient).
2.2 By acceptance of the written Quote (email is sufficient), the contract between We Are Era and the Contractual Partner will be concluded on the basis of the terms stated in the Quote and its acceptance, and with inclusion of these GTC. The acceptance of the Quote shall be issued in writing (email is sufficient).
2.3 Explicit provisions in the Quote or in the acceptance of the Quote, which differ from these GTC, shall take priority.
3.1. The Contractual Partner shall perform its services personally or exclusively use professionally and personally qualified and reliable employees for this purpose. The Contractual Partner shall instruct them to apply special care in their work. The involvement of third parties, which are not employees of the Contractual Partner, requires the prior written agreement of We Are Era (email is sufficient). To the extent that the Contractual Partner leases employees as workers to We Are Era, it assures that it holds all permits required for this purpose.
3.2. The Contractual Partner shall conclude all contracts with third parties relating to the service to be performed in its own name and on its own account.
3.3. The Contractual Partner is not authorised to represent We Are Era in relation to third parties.
3.4. Unless agreed otherwise, We Are Era are not obligated to accept partial performances.
3.5. The Contractual Partner is obligated to obtain sufficient insurance for all risks and covering all damages (including consequential damages and loss of profit). A corresponding insurance policy shall be presented without request prior to the service performance.
4.1. If copyrights, ancillary copyrights, title copyrights, design patents, personal rights and other rights are created in the course of the service performance by the Contractual Partner, in particular by works created by the Contractual Partner or inclusion of the services in projects or productions of We Are Era (hereinafter referred to as “Production"), the Contractual Partner shall grant these to We Are Era for comprehensive use for optionally frequent, worldwide, commercial and non-commercial, public and non-public purposes, which shall not be limited to online, film and television use and which shall include the right to further transfer.
The above rights of use are granted for the following purposes, in particular:
1) Optionally frequent playout on television, the internet and on the radio, regardless of the technical broadcasting method, the type of reception equipment, the broadcasting client/exploiter, the arrangement of the legal relationship between the client, in particular the channel and recipient (free-TV, pay-TV, pay-per-view, video-on-demand, near-video-on-demand, TV-to-mobile etc.) and the legal form of the client/exploiter; included is the right of the public rendition of radio broadcasts and the right to make the production accessible to a limited group of recipients; likewise included is the provision for individual access by means of television, computer, mobile end devices or similar (“on-demand”) as well as the interactive use;
(3) Film and audio adaptation and the audio-visual exploitation outside of radio broadcasting on image/sound carriers;
(4) Reproduction and dissemination;
(6) Use for advertising and clippings only with reference to the production and/or services of third parties, which are made perceptible to third parties at the same time as the production (e.g. split screen);
(7) Merchandising only with reference to the production;
(8) Exploitation in print or on sound carriers; public use at festivals and trade fairs; use for stage and radio audio drama versions;
(9) Public rendition;
(10) Use in audio text and teletext services;
(11) Feeding into databases, in particular to the internet;
(13) Further broadcasting and exploitation in a supplementary online service; and
(14) Use within the scope of all presently still unknown technical types of use.
4.2. The film production right (Sec. 94 German Copyright Act or respective local law) is held exclusively by We Are Era.
4.3. The Contractual Partner warrants that it will transfer all of the aforementioned rights to We Are Era, provided that they are created in the course of the service performance, within due time and without objections and free of charge, and it further warrants that the exercise of the rights by We Are Era or its licensee does not infringe on the rights of third parties.
4.4. We Are Era is not obligated to use the Contractual Partner’s rights and works granted above. Artistic decisions relating to content, design and technology regarding the production shall be within the sole privilege of We Are Era. We Are Era are entitled but not obligated to name the name of the Contractual Partner when exploiting the transferred rights. We Are Era shall protect the legitimate interests of the Contractual Partner at the same time.
4.5. The ownership of all items created, if applicable, in connection with the works of the Contractual Partner, including components, drafts, photographs, copies, models, films, etc. shall transfer to We Are Era at the time of their creation. Separate remuneration shall not be owed for this. Insofar as the named items are in the ownership of the Contractual Partner, it shall keep them safely with the diligence of a prudent businessman, on behalf of We Are Era, and return them on first request to We Are Era or a third party named by We Are Era.
5.1. The remuneration shall be payable and due after the complete performance of the service, ready for acceptance, and upon regular invoicing. All services owed by the Contractual Partner pursuant to the contract and grants or transfers of rights shall be settled as included in the contractually agreed remuneration.
5.2. The Contractual Partner has experience in the industry and knowledge of the market customs and market prices. In light of this, the Contractual Partner acknowledges in agreement that the agreed remuneration shall cover the service as well as the comprehensive grant of rights related thereto, and that this remuneration specifically takes into account the circumstance that not only the contractual service, but also the production to be created may be exploited optionally many times in light of its specific production and financing conditions with the intention of exploitation as many times as possible. The Contractual Partner acknowledges further that the scope of these exploitations may cover all types of use.
5.3. The Contractual Partner warrants that it is a German business and pays the value added tax in compliance with regulations.
5.4. The Contractual Partner is obligated to provide the following documents to We Are Era on its request for the purpose of clarification.
(a) Certificate from the competent tax office, confirming that the remuneration for the contractual services is treated as income from self-employed work in the definition of Sec. 18 EStG [German Income Tax].
(b) Further supporting documents verifying the independent status in view of the contractual activities, for example, a certificate from the artists’ social insurance, a decision on status from the German Pension Insurance, a trade registration and/or proof from the health insurance on the regular payment of premiums.
In case the aforementioned documents are not submitted completely, We Are Era is entitled to deduct and pay from the remuneration the respective statutory wage tax and the statutory contributions to social security.
5.5. Offsetting against contested counter claims not validly acknowledged is not permissible to the Contractual Partner. The same applies to the assertion of rights to withholding.
5.6. Claims arising from Sec. 32, Sec. 32a, Sec. 32c German Copyright Act or respective local law will lapse by limitation one year after the start of the statutory limitation period.
The Contractual Partner undertakes not to include names, texts or graphic presentations, which must be regarded as direct or indirect advertising, in the work or production and to strictly observe the principle of the separation between advertising and programme. The Contractual Partner is not permitted to accept any money or non-cash benefits for the production or the work. The Contractual Partner is obligated to inform We Are Era in writing (email is sufficient) without delay in each case of accordant offers from third parties and any corresponding contracts already concluded with them, disclosing the product and the manufacturer. We Are Era are authorised to transfer this information to the client.
Statements in the press, interviews, announcements and other information to the public, which point out or refer to the content of the contract, the activity of the Contractual Partner on behalf of We Are Era, the contractual productions or their content, require the prior written agreement of We Are Era (email is sufficient). The Contractual Partner is not permitted to use its name in reference to the activity on behalf of We Are Era for the purpose of advertising for third parties.
8.1. The Contractual Partner shall be liable to the full extent for all damages the Contractual Partner causes for We Are Era. The Contractual Partner shall be held accountable for intent and any form of negligence. The Contractual Partner warrants that all services performed on behalf of We Are Era by the Contractual Partner and the third parties contracted by the Contractual Partner are free from the rights of third parties. The Contractual Partner shall also be liable for any damages caused at the fault of vicarious agents and persons hired by the Contractual Partner for the fulfilment of the obligation including, among other, the manufacturers and suppliers and/or services of subcontractors and/or other persons working for the Contractual Partner.
8.2. The Contractual Partner is obligated to keep all agreed dates. Unless expressly agreed otherwise, all dates are fixed dates. We Are Era shall be notified immediately of any delays and/or impending delays. The Contractual Partner is obligated to perform all services within the set financial framework.
8.3. The Contractual Partner is required to assign work only to trained and qualified personnel. New personnel shall be familiarised with the work by the Contractual Partners on time before they commence activities. On request, We Are Era shall obtain access to all contracts, in particular, regarding the required grants or transfers of rights. The technical instruction, training and supervision of the trained personnel of the Contractual Partner shall be within the exclusive responsibility of the Contractual Partner. The Contractual Partner undertakes to observe the statutory safety regulations applicable to the contractual services. The Contractual Partner shall indemnify We Are Era to this extent from any and all damage compensation claims brought by third parties.
8.4. The Contractual Partner shall have the sole responsibility for the complete payment of the remuneration and for the payment of the surcharges according to collective pay scales/labour agreements, taxes, and contributions to social security for the personnel provided by the Contractual Partner, and it shall indemnify We Are Era from and against all claims. We Are Era shall grant no payments or other allowances to the Contractual Partner’s personnel.
8.5. The Contractual Partner shall be responsible at its own cost for compliance with the public labour laws, in particular the German Minimum Wage Act (MiLoG) or respective local law, the Posted Workers Act (AentG) or respective local law, the Law on Labour Leasing (AÜG) or respective local law, and all other work safety and accident prevention regulations, requirements of the respective professional association and the generally accepted safety and occupational medical rules where its services are concerned.
8.6. The Contractual Partner shall provide all requested information to We Are Era at any time, which may be required for the agreed service or the enforcement and/or defence of rights of We Are Era.
8.7. The Contractual Partner shall inform We Are Era without delay if third parties bring claims against the Contractual Partner for a violation of the aforementioned obligations. If such claims are brought against We Are Era, the Contractual Partner shall indemnify We Are Era to the full extent in this regard. The appropriate costs for the legal defence, which are incurred by We Are Era in this context, shall be refunded by the Contractual Partner to We Are Era.
8.8 The Contractual Partner shall be obligated to comply with the minimum ecological standards for German cinema, TV and online/VoD productions that are relevant for the respective services commissioned by Contractual Partner, if applicable in consultation with We Are Era, within the scope of its provision of services. Compliance with these minimum standards constitutes a material contractual obligation of the Contractual Partner, the culpable breach of which by the Contractual Partner may lead to a reduction of the agreed remuneration to a reasonable extent at the discretion of We Are Era or to extraordinary termination of the Contract.
8.9 The Contractual Partner is obligated to document the following information, which is relevant for the respective services ordered by Contractual Partner, if necessary, in consultation with We Are Era, during its provision of services and to immediately, at the latest within 10 days, after complete provision of services, fully and truthfully transmit it to We Are Era for the creation of a CO2 report:
- All relevant information on materials used in form and quantity, with proof if necessary
- All relevant information on bookings of vehicles, technology, props, costumes, and waste separation
- Information on the power source
If the Contractual Partner works with service providers, he:she assures to obtain the required documents/information from them and to provide them to We Are Era.
We Are Era reserves the right to pay the last installment of the agreed remuneration until the complete information has been provided.
9.1. The contractual relationship shall end on expiration of the contractually agreed term. If no term is agreed, the contractual relationship shall end on the complete and flawless performance of the services by the Contractual Partner.
9.2. If a continuing obligation is given and no fixed term is agreed, the contractual relationship may be terminated ordinarily at any time in accordance with the legal regulations.
9.3. If a contract for work and services is established, We Are Era may terminate the contract up until the completion of the work. In that case, We Are Era shall pay all costs incurred up until this time against proof.
9.4. The right of extraordinary termination remains unaffected from this.
10.1. We Are Era shall be liable only for damages resulting from injuries to life, body or health, which have been caused by We Are Era or their vicarious agents by an intentional or gross negligent breach of duty or tortious act, and for other damages, which are the result of an intentional or gross negligent breach of duty or tortious act by We Are Era or their vicarious agents.
10.2. Liability of We Are Era for simple negligence shall be limited to the typically predictable damage.
10.3. Any liability for damages due to force majeure is excluded. Any liability for lost profit and all consequential damages is likewise excluded.
Claims against We Are Era for damages resulting from injuries to life, body or health, caused by an intentional or negligent breach of duty by We Are Era itself or their vicarious agents, shall be subject to the statutory limitation period. All other claims brought against We Are Era for breach of contractual duties shall lapse by limitation one year from the start of the statutory limitation period, unless they are based on intentional or gross negligent actions.
The Contractual Partner is obligated to treat the internal matters and processes of We Are Era and the client of We Are Era coming to its knowledge in the context of this contractual relationship as confidential. This obligation also applies to the content of the activity, the contract and the content of the production. The Contractual Partner shall maintain absolute secrecy in relation to third parties, unless disclosure is required for the implementation of the terms of the contract or if We Are Era have previously agreed in written to the disclosure (email is sufficient).
13.1. The Contractual Partner and any person acting under the authority of the controller or the processor, who has access to personal data, shall not process this data, except on instructions from We Are Era, unless they are required to do so by EU law or the law of a Member State. All persons who receive access or who might have access to the personal data of We Are Era shall be obligated to observe confidentiality. The foregoing duties shall also continue to apply after termination of the service performance.
13.2. The kind, scope and purposes for which the Contractual Partner may permissibly process the personal data follow from the service agreement in a combined consideration with these GTC. A change in the kind, scope and purpose of the processing requires the prior consultation with We Are Era.
13.3. The Contractual Partner undertakes to implement and maintain in particular measures for the observation of data security in accordance with Art. 32 GDPR (DSGVO). These must ensure at least that data:
- are used and stored in a manner ensuring the confidentiality at all times and, if possible, in encrypted form (state of technology);
- are secured against loss (backups);
- are used only on end devices, the privacy of which is ensured by appropriate security measures (anti-virus program, 2FA or MFA; PIN/facial recognition, screen lock after at most 15 seconds of inactivity);
- are limited to the required minimum regarding kind and scope.
13.4. We Are Era are the point of contact for the rights of data subjects pursuant to Art. 15 to Art. 22 GDPR as relates to data which are transferred to the Contractual Partner or which come to its knowledge otherwise in the course of the service performance. The Contractual Partner shall transfer such requests from data subjects without delay, whereas no later than ten working days to We Are Era and, if needed, support the answering of such requests with information as to its data processing.
13.5. If and insofar as the Contractual Partner engages further service providers in the service performance, this requires the prior agreement of We Are Era. Service providers known at the signing of the contract shall be named and be regarded as approved. The Contractual Partner shall ensure that the required agreements according to Art. 28 GDPR and, if applicable, according to Chapter V GDPR regarding all service providers are concluded with them.
13.6. The Contractual Partner shall ensure the compliance with this clause by suitable measures. We Are Era are authorised to check these measures at any time for a specific reason and generally once a year.
13.7. We Are Era process the personal data of the Contractual Partners in particular for the purposes of providing evidence to clients (in terms of copyright regulations). In this case and insofar as this is legally warranted, We Are Era shall be authorised to make personal data of the Contractual Partner available to the clients. If not done already, the Contractual Partner shall inform the relevant data subjects according to Art. 12 seqq. GDPR.
14.1. If a provision should be or become fully or partly invalid, the validity of the remaining provisions shall not be affected by this. The statutory provisions shall apply instead of the invalid provision. The same applies in case of any omissions in provisions.
14.2. General terms of the Contractual Partner contrary to or deviating from these GTC are not accepted. Such general terms shall become part of the contract, if at all, and exclusively if they have been accepted in writing by the management of We Are Era. They shall be non-binding even if it has not been expressly objected to them.
14.3. The place of jurisdiction for all disputes arising between the Parties from the contractual relationship is the place of origin of the respective contractual We Are Era entity to the legally permissible extent. The local law of the place of origin of the respective contractual We Are Era entity applies to this contract, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.