General Terms and Conditions (GTC)
1. General
- 1.1 The following conditions serve to establish a good working relationship.
1.2 The business relationship is defined as a contract between Steepfaceproductions Derungs (hereinafter referred to as the contractor) and the client.
1.3 The basis of the general terms and conditions of the contract is built upon the AAB (2014) of the SSFV. If a matter is not addressed in this document, the AAB (2014) of the SSFV shall apply. If sections contained in this document contradict those of the SSFV, the ABB of the SSFV cannot be invoked.-
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2. Scope
- 2.1 By entering into a contract with the contractor, you agree to the following GTC.
2.2 Pre- and post-contract work: Should services be provided prior to accepting a contract, such as the creation of concepts, drafts, or proposals, these services shall be considered part of the project and fall under the provisions of the GTC. This includes, among other things, provisions regarding limitations of liability and intellectual property. The same applies to post-contract work after the project period has ended.
2.3 All individual modifications to these GTC are only valid in writing. Oral agreements shall not be considered legally binding unless confirmed in writing. Confirmation is also valid without a signature.
2.4 If one or more conditions are not applied on one occasion in a spirit of accommodation towards the client, this shall not establish a customary practice or right for future contracts.
2.5 Applicability of conditions:
The GTC encompass all possible production forms offered by the contractor and are therefore extensive. Therefore, it is possible that certain conditions may not apply to a specific project due to its nature. Generally, all conditions are applicable to the client without further notice.
3. Offer
3.1 An offer is valid for a specific service, if there are no changes of the concept, project, and form of contract, for 30 days unless otherwise stated on the offer. Discounts can only be guaranteed if the offer is executed without any changes.
3.2
If additional services beyond the scope of the offer become necessary during the course of the project, the resulting costs will be communicated to the client and become legally binding upon oral or written confirmation. Additional costs that do not exceed 10% of the scope of the contract do not require notification to the client. The same applies to overtime ordered under the instruction of the client or their authorized representative.
3.3
All services not explicitly covered by the agreed-upon fee may be separately charged by the contractor. This particularly applies to ancillary services, expenses, and other outlays.
3.4 All prices are in CHF, unless otherwise stated. The contractor's services are exempt from VAT.
4. Contract Conclusion
- 4.1 The contract conclusion refers to the acceptance of the offer by the client.
4.2 The contract is considered accepted if:
– There is verbal confirmation from the client.
– There is written confirmation from the client.
– The client requests the reservation of dates.
– Both parties take mutually binding steps to initiate contract execution, implying implicit consent.
4.3 For administrative purposes, written confirmation may be required to ensure clear documentation and clarity for both parties. Written confirmation takes precedence and serves as a binding, though not exclusive, proof of the concluded contract.
5. Performance Assurance
- 5.1 Production Cost
5.1.1 The production cost refers to all expenses associated with providing the services defined in the offer.
5.1.2 The production cost is binding for the contractor if the contract is executed according to the guidelines and documents provided at the time of contract acceptance.
5.1.3 The client is responsible for any time and financial expenses incurred within their own operations. These expenses are not included in the production cost.
5.1.4 The contractor does not provide any compensation for expenses incurred by the client in the event of project termination by either party.
5.2 Contract Withdrawal / Project Termination by the Client:
5.2.1 If the client withdraws from the agreed contract without substantial and irreparable fault on the part of the contractor, they are responsible for all costs incurred up to the time of withdrawal.
5.2.2 Additionally, planned rental and equipment costs will be charged as follows in the event of withdrawal:
– Within 14 days before the shooting day, 20% of the costs will be charged.
– Within 7 days before the shooting day, 50% of the costs will be charged.
– Within 3 days before the shooting day, 100% of the costs will be charged.
5.2.3 Furthermore, services for outstanding shooting days will be calculated as follows:
5.2.3.1 Calculable services for canceled services with valid reasons:
– If the cancellation is communicated less than 24 hours (i.e., less than one day) before the start of work: 100% of the fee.
– If the cancellation is communicated less than 48 hours (i.e., less than two days) before the start of work: 75% of the fee.
– If the cancellation is communicated less than 72 hours (i.e., less than three days) before the start of work: 50% of the fee.
– If the cancellation is communicated less than 120 hours (i.e., less than five days) before the start of work: 25% of the fee.
– If the cancellation is communicated more than 5 days before the start of work, there is no entitlement to compensation for loss of wages.
5.2.3.2 If 2 or more consecutive shooting days are planned, the determination of the withdrawal time applies to the first working day. The same percentage of applicable costs applies to all consecutive shooting days (shooting block). If only weekends or public holidays occur between the shooting days, they are considered part of the same shooting block.
5.2.3.3 For shooting days in multiple blocks, the withdrawal time and thus the percentage of applicable costs are calculated separately for each block.
5.2.3.4 Calculable services for cancellation without valid reasons: If the client cancels an engagement without valid reasons, services for shooting days will be charged as follows: 20% will be charged for cancellation within 14 days before the shooting day, 50% within 7 days, and 100% within 3 days before the shooting day.
5.2.4 Additionally, all post-production services will be charged as follows in the event of contract withdrawal within 14 days before the start of post-production services: 20% will be charged, within 7 days, 50% will be charged, and within 3 days, 100% will be charged. If no specific dates are communicated, the first working day after the shooting is considered the start of post-production services.
5.3 Contract Withdrawal / Project Termination by the Contractor:
5.3.1 The contractor can withdraw from the contract until 24 hours before the start of the shooting or until the completion of non-shooting assignments without providing a reason. The client will not be charged for any expenses incurred until that point, and the client cannot charge any incurred costs. If the contractor withdraws at a later time without fault on the part of the client, the client is entitled to compensation of 10%, but not exceeding 200 CHF, of the production cost.
5.3.2 If the client disregards the provisions of the general contract terms, deliberately allows project dates, deadlines, or the project duration pass, the contractor may withdraw from the contract. This also applies if there are delays of more than 10 days due to a lack of response to inquiries or failure to provide immediately necessary resources for the execution of the contract without prior explanation and consent from the contractor. The costs will be charged to the client at 100%.
5.4 Shifting of predetermined dates:
– If the contract is postponed to a later date 7 to 5 days before the start of work and fulfilled at that later date, the contractor is entitled to compensation of 12.5% of the labor costs per shifted workday.
– 4 to 2 days before the start of work, the rate increases to 25%, and on the previous day, it increases to 37.5%. Additionally, any incurred or unavoidable costs of the rescheduling may be charged.
5.4.1 If the contractor is prevented from rescheduling due to prior commitments, the provisions for termination by the client shall apply.
5.4.2 If the rescheduling does incur costs that the contractor cannot avoid, they are fully chargeable. This particularly applies to rents, purchases, and reservations related to the project.
5.5 Weather Option (Weather Risk):
Weather-related rescheduling or interruptions of the shoot (weather risk) are not included in the calculated production costs. If desired, a weather option can be offered. The additional costs arising from this point will be invoiced and separately indicated. A weather option refers to one or more pre-defined alternative dates, as defined in the offer. To reserve the time, an additional 25% of the costs per shooting day will be charged. This applies exclusively to pre-defined alternative dates and is chargeable regardless of their utilization.
5.6 Responsibilities in production:
5.6.1 Production Basis:
The film production is based on the script/storyboard/layout film provided or approved by the client and/or the written framework of the final meeting before the start of the shoot.
5.6.2 Accuracy of Information:
The contractor bears sole responsibility for the technical and artistic design of the film as a whole or the parts defined in the contract. The client bears responsibility for the factual accuracy of the film's content and its legal permissibility to the extent that their instructions have been followed.
5.6.3 Provided Material:
Material refers to pre-produced elements intended for further processing. This can also include equipment in the form of material.
5.6.3.1 Transfer of Material:
If the client wishes to use their own material, they are obligated to provide it in a commonly used and for the use case appropriate format and condition. The material must be handed over within a reasonable period of time before the agreed-upon shooting date. If the contractor has to extensively adapt this material, the client bears the associated costs.
5.6.3.2 3rd party contents: The client warrants that they possess the necessary rights for the further processing of the material provided by them and transfer these rights to the contractor.
5.6.3.2.1 Music:
If the client wishes to use a specific music title, they guarantee that it exclusively consists of royalty-free material or that they hold all the necessary rights for the use of licensed material.
6. Work on Shooting Days
- 6.1 The working hours per day are 9 hours. They must be completed within a period of 14 hours, including breaks.
6.2 Driving vehicles on behalf of the client is considered working time.
6.3 After 5 hours of uninterrupted work, the employee is entitled to a minimum 20-minute break.
6.4 Breaks are considered working time if they are shorter than 30 minutes or if the employee is not allowed to leave their workstation (stand-by).
6.5 For night work between 11:00 PM and 05:00 AM, as ordered by the client, a surcharge of 25% of the agreed wage for the corresponding working hours shall be paid.
6.6 The hourly rate for overtime and night hours is 1/9 of the daily wage. The surcharges for overtime are as follows:
- for the 10th and 11th hour: 25%
- for the 12th and 13th hour: 50%
- for the 14th and 15th hour: 100%
- starting from the 16th hour: 150%
The surcharges can be compensated or billed.
6.7 Holiday allowances and other allowances are included in the daily rate. This only applies if the work is billed by Steepfaceproductions Derungs.
6.8 Excluded from the provisions of 6.1 to 6.6 are flat-rate contracts in managerial positions with defined periods. If this applies to a specific assignment, it should be noted in the offer with reference to this section.
6.9 On shooting days, the expense reimbursement rates of the SSFV apply.
7. Creative Services as Intellectual Property
- 7.1 Definition of Creative Services as Intellectual Property:
7.1.1 In this context, "creative services" refers to any visual, photographic, video, audio, or other material created during the contract or related to it.
7.1.2 The client acknowledges that creative services created within the scope of the assignment are the sole intellectual property of the contractor.
7.1.3 This includes ideas, concepts, and project planning. Documents related to these areas must be returned to the contractor at the end of the project period. All copies must be destroyed.
7.2 Copyright and Usage Rights::
7.2.1 The contractor grants the client a non-transferable, non-exclusive right to use of the products resulting from creative services, exclusively for the purposes defined in the offer. If applicable, customers on whos behalf the clients act and are specified in the offer are also included in the usage rights under the same conditions.
7.2.2 The contractor retains the unrestricted copyright to the products resulting from creative services created within the scope of the offer.
7.2.3 The client is obligated to use the products resulting from creative services solely within the defined product and must not disclose, reproduce, edit, or otherwise use them without the contractor's explicit written permission. The use of the products resulting from creative services for other purposes or beyond the agreed-upon period is only permissible with the contractor's explicit written consent.
7.2.4 Restrictions on Usage Rights: The client is not entitled to use the products in a manner that violates applicable law or infringes upon the rights of third parties. It is also prohibited to use the products in a way that damages the reputation of the contractor or its employees.
7.2.5 In the event of a breach of these usage agreements by the client, the contractor reserves the right to immediately reclaim all products resulting from creative services and exclude the client from further usage. In such a case, the contractor is entitled to pursue claims for damages.
7.2.6 Representation of the Contractor and Use of the Contractor's Products resulting from Creative Services:
7.2.6.1 If specified in the assignment, the client is obligated to use the products resulting from creative services while mentioning the name of the contractor.
7.2.6.2 The contractor reserves the right to use the products resulting from creative services for its own promotional purposes. For this purpose, the client grants the contractor unrestricted, unlimited, and worldwide rights to use the products resulting from creative services.
7.2.6.2.1 This includes, in particular, their use on the contractor's website, on the contractor's and its employees' social media channels, as well as in compilations with other products resulting from creative services.
7.2.6.2.2 Furthermore, the client allows the contractor to make the following information publicly available for self-promotion purposes: production segment, project title, production year, project type, project status, project description, logline and synopsis, production and co-production companies, cast and crew credits, clients and the clients customers, as well as awards and nominations
7.2.6.2.3 The contractor does not guarantee the accuracy of the information. The client may request adjustments or the withdrawal of information in writing, which must be made by the contractor within a period of 2 weeks.
7.2.6.3 The contractor reserves the right to use or sell the products resulting from creative services in other ways, provided that no personality rights are violated.
7.2.5.4 The client's personality rights remain unaffected by this agreement. The client confirms that they have all necessary rights and consents to grant the contractor the right to use the products resulting from creative services.
7.2.6.5 If agreements regarding the confidentiality of the aforementioned information or products resulting from creative services exist, they must not be made publicly accessible.
8. Conclusion and Acceptance
- 8.1 Project Period: The project period refers to the time from the start of the work to its completion. The project period is defined in the proposal. If the contractor is unable to start the work at the beginning of the project period due to the client's fault, the submission cannot be guaranteed by the end of the project period. Project periods can be adjusted or postponed in consultation with a written confirmation from the contractor.
8.2 Implied Project Completion:
8.2.1 If the services listed in the proposal have been provided by the end of the project period, the services are considered to be completed without formal acceptance.
8.2.2 In the case of exclusive work services, the implied acceptance of the work is assumed upon completion. Any objections must be raised promptly during the work process and are only relevant for calculable costs in the event of project termination before completion.
8.3 Project Completion by Acceptance: When a version of the product is provided for acceptance, changes, if included in the offered proposal, can be requested within 10 days. If this deadline is exceeded, the product is assumed to be implicitly accepted, and the project is considered completed accordingly. Subsequent objections will not be considered.
8.4 Product Delivery: The delivery will be made according to the proposal on a data carrier or via a download link. The link remains active for 30 days and does not serve as an archiving or storage option for the product. The additional cost for reuploading after these 30 days is 100 CHF plus 0.5 CHF per GB, with no guaranteed availability for reuploading.
8.5 Any complaints regarding technical defects must be reported no later than one week after the delivery of the final files. An extension of this deadline requires an immediate notification to the contractor upon delivery and written consent from the contractor. Content-related objections do not constitute technical defects.
8.6 In the event of a defect caused by the contractor, there is no claim for damages unless the contractor has fraudulently concealed the defect or caused it through negligent behavior.
9. Payment Terms and Invoicing
- 9.1 The payment terms and deadlines are defined in the proposal.
9.2 Invoicing takes place:
– After the client's acceptance of the product.
– At the time of project completion.
– At the end of the project period.
– At the time of contract withdrawal and the associated project termination.
– At another time defined in the proposal.
9.3 Late payment interest and reminder fees for exceeding the payment deadline:
– For individuals:
1st reminder, 14 days after the invoice date = reminder fee 40 CHF + 0.25%
2nd reminder, 30 days after the invoice date = reminder fee 40 CHF + 0.5%
3rd reminder, 60 days after the invoice date = reminder fee 40 CHF + 0.1%
Handover to a collection agency, 90 days after the invoice date = reminder fee 40 CHF + 1.5% + collection agency costs (dependent on the amount owed)
– For companies:
1st reminder, 14 days after the invoice date = reminder fee 40 CHF + 0.4%
2nd reminder, 30 days after the invoice date = reminder fee 40 CHF + 0.8%
3rd reminder, 60 days after the invoice date = reminder fee 40 CHF + 1.5%
ÜHandover to a collection agency, 90 days after the invoice date = reminder fee 40 CHF + 2%, + collection agency costs (dependent on the amount owed)
10. Insurance and Liability
- 10.1 Claims for damages can only be made within the scope of the General Terms and Conditions (AAB). Claims made later or claims relating to past periods of validity will be rejected
10.2 The contractor assumes no liability for claims that go beyond the legal provisions.
10.3 The client is responsible for insuring services, locations, employees, and materials provided by themselves.
10.3.1 Property Damage: Damage to the client's company material is considered property damage and should be insured by the client under their property insurance. The coverage is the responsibility of the client.
10.3.2 Operational Damage: No repairs, cleaning, or modification of equipment are offered in this contract. Any execution of such activities is not covered by insurance, and any liability for damages of this kind is rejected.
10.3.3Software and Computer Data: No liability is assumed for claims arising from the impairment of software or computer-processable data, such as alteration, deletion, or rendering unusable.
10.3.3 The contractor assumes no liability for projects knowingly or unknowingly performed for American or Canadian clients or end customers.
10.3.4 The client is responsible for preventing circumstances that may result in imminent harm. No liability will be assumed for damages for which appropriate measures were not taken.
10.4 The client is solely responsible for the use of the product and indemnifies the contractor from any liability associated with it.
10.5 The contractor is not liable for third-party claims.
11. Data Protection
- 11.1 Only data of natural persons are protected, not legal entities.
11.2 All script content, as well as image/sound recordings, are not considered personal data.
11.3 The contractor waives the need for a record of processing activities due to a low risk of infringement of the privacy of affected persons.
11.4 The following data about natural persons may be obtained by the client, third parties, or through publicly accessible analog and digital searches for the provision of services:
– Contact details: name, telephone number, email address, address, username, and data from various messenger services and social media providers.
– Occupation
– Availability
11.5 The transfer of personal data to third parties is only granted for the execution of the contract, upon request, or in the interest of the data subject.
11.6 A special exception to 11.5 is the use for predominant advertising interests on the company's own website and associated websites of the contractor.
11.7 The client is responsible for obtaining consent from natural persons whose data is transferred to the contractor for the provision of services or for advertising purposes.
11.8 Access to data is limited to internal and external personnel involved in the service provision. If suppliers are located abroad in specific cases, necessary data may also be transferred to them. Furthermore, data mentioned in section 7.2.6.2.2 may be made publicly available for advertising purposes.
11.9 Data will only be used for the necessary duration to perform the service. Data that are used in connection with invoicing and accounting, data that cannot be separated from the project during archiving, contact details for simplifying future collaborations, and publicly available data used for advertising will be stored in the long term. Individuals affected by this have the right to request the deletion of individual or all data at any time. In this case, certain services may not be guaranteed.
11.10 Data is stored locally on the network, on individual devices, as well as on one or more of the following online services: Dropbox, Adobe CC, Bexio, Asana, iCloud, Webflow, Hostgator, and Carrd.
11.11 Individuals affected by the processing of personal data can contact the project manager for access, deletion, or correction of their data. The project manager is responsible for controlling the collected data and their processing.
11.12 The data processing practices are subject to the currently applicable Swiss law.
11.13 Image/sound recordings are protected by image rights. The client is responsible for ensuring this. In particular, the client guarantees compliance with the following:
11.13.1 BImages become relevant to data protection as soon as the depicted individuals are recognizable. A violation of privacy can only be excluded with certainty if:
– The depicted persons are not identifiable.
– Group pictures are used only in small formats.
– By reducing the resolution, faces or other identifying features are no longer discernible.
11.13.2 If the violation of privacy cannot be ruled out with certainty, written consent must be obtained from the affected individuals. Consent is only valid if it is given after appropriate information and voluntarily. The following is defined as appropriate:
11.13.2.1 Persons in group photos must be informed about the publication. The method of publication (internet, media, etc.) must be mentioned. If there is an objection, the publication must be avoided.
11.13.2.2 Individuals in individual photos must be able to view the intended publication and must also be informed about the context of the publication.
11.13.2.3 In the case of minors, consent must also be obtained from a parent or legal guardian.
12. Severability Clause
- Should individual provisions of these General Terms and Conditions (AAB) be ineffective or unenforceable, or become ineffective or unenforceable after the conclusion of the contract, the validity of the contract as a whole shall remain unaffected. In place of the ineffective or unenforceable provision, an effective and enforceable provision shall be deemed to have been agreed upon, which comes closest to achieving the economic objective that the contracting parties pursued with the ineffective or unenforceable provision. The above provisions shall apply mutatis mutandis in the event that the contract proves to be incomplete. This clause also applies to any amendments to the General Terms and Conditions.
13. jurisdiction
- 13.1 The place of jurisdiction is Liestal.
14. Translation
- 14.1 This GTC is translated from German. In case of differences between the two translations the respective part in the english version is nullified and replaced by the original version.