General Terms and Conditions
Maximilian Lamm
Schäftlarnstraße 93
81371 Munich
Email: info@maxlamm.de
Tel.: +49 176 69262318
As of: February 2024
1. Scope
1.1 All orders accepted by Maximilian Lamm are subject to the following conditions. They are deemed accepted upon receipt of the written order confirmation or, at the latest, upon delivery of the ordered work. Changes and additions to these General Terms and Conditions require written form to be effective. Failure to object/silence can under no circumstances be considered as consent or any form of declaration of intent.
1.2 Deviating agreements, order confirmations, or terms and conditions of the client require my written approval to be effective.
1.3 The written order confirmation exclusively determines the scope and execution of the order. Oral or telephone orders must be promptly submitted in written form (including email, fax). Failure to do so will result in any consequences arising from the non-compliance with the written form being borne solely by the client.
1.4 These terms and conditions also apply to all future business relationships with the client without the need for renewed notice.
2. Order Placement
2.1 Orders must, unless expressly agreed otherwise, be placed in writing.
2.2 The order confirmation of a client is considered a binding acceptance of the contents stated in the confirmation.
2.3 Offers from Maximilian Lamm and accompanying documents are non-binding unless expressly referring to the binding nature of an offer. The order confirmations solely determine the nature and extent of the obligations.
2.4 Orders from agencies are only accepted for clients explicitly named. Advertising for products or services of a different client than specified in the booking requires written consent from Maximilian Lamm.
2.5 Transferring a service booked for a specifically named client to a third party is only permitted for an agency with explicit written consent from Maximilian Lamm.
2.6 Upon order placement, an agency assigns payment claims against the client of the agency from the underlying contract to the contractor as collateral for remuneration claims from Maximilian Lamm. Maximilian Lamm hereby accepts the assignment and is entitled to collect the assigned claim if the agency has not settled the secured claim within 4 weeks after it becomes due.
3. Delivery Time
3.1 The delivery date of the sample copy is determined between Maximilian Lamm and the client at the final discussion before the start of production. Maximilian Lamm also informs the client about the timeline of the production process.
3.2 If Maximilian Lamm realizes that the schedule cannot be met, the client must be promptly informed about the reason and the expected duration of the delay.
3.3 If there are delays due to changes requested by the client or for other reasons attributable to the client (e.g. untimely provision of cooperation services, delays by third parties attributable to the client, etc.), the completion date may be extended by at least the time by which the production time was delayed or interrupted due to the non-compliance with the written form. The prerequisite is that within this time frame, based on a reasonable economic standard, completion is possible. If the production process is delayed by circumstances within the responsibility of the client for more than 2 months, Maximilian Lamm is entitled to withdraw from the contract. The client is responsible for any expenses incurred until then.
3.4 If the schedule is exceeded due to reasons that Maximilian Lamm cannot influence despite exercising due diligence (e.g. strike, lockout, official orders, general disruptions in telecommunications, etc.), the acceptance date is postponed accordingly.
3.5 If Maximilian Lamm does not meet the delivery deadline, the client is obliged to set a reasonable grace period within which Maximilian Lamm has to deliver the sample copy. Otherwise, statutory provisions apply to liability.
4. Costs
4.1 The contractually agreed price includes all production costs, including the master copy. Additionally, the price includes usage rights, as stated in Section 9.
4.2 If the client, without fault of Maximilian Lamm, withdraws from the agreed contract, the client is responsible for all costs incurred until the time of withdrawal.
4.3 If the client expresses change requests leading to additional costs, these costs must be expressly stated by Maximilian Lamm. If Maximilian Lamm fails to do so, the client may only be charged 75% of the additional production costs resulting from these changes.
4.4 The selection of actors, speakers, and other participants is done in coordination with the client. If the client wishes to use specific actors or speakers, any additional costs arising from fee demands exceeding those usually paid by Maximilian Lamm must be borne by the client.
4.5 If changes to the film are made at the suggestion of Maximilian Lamm, resulting in additional costs, the client must expressly approve these changes and additional costs.
4.6 Weather-related shifts or interruptions of the shoot (weather risk) are not included in the calculated production costs. Additional costs arising from this point will be invoiced separately and specified. The same applies to additional required shooting days or shooting time not attributable to grossly negligent or intentional behavior by Maximilian Lamm.
4.7 If a shoot date is postponed by the client later than fourteen days before the agreed date, Maximilian Lamm is entitled to compensation for the additional costs caused by this postponement.
4.8 If a separate contract is concluded for a consultation or a concept/script, the agreed price is due even if the client decides not to have this template filmed.
4.9 60% of the agreed daily fee is charged for preparation and travel days.
4.10 For services beyond normal working hours (typically 10 hours), an overtime surcharge is due for each started hour:
• From the 11th hour onwards, this surcharge is 50% of the agreed hourly rate.
• From the 13th hour onwards, this surcharge is 100% of the agreed hourly rate.
4.11 For services on Sundays and public holidays, a surcharge of 50% on Sundays and 100% on public holidays is calculated on the agreed daily rate.
The location of the production is decisive for determining whether it is a public holiday. Moving production vehicles is generally considered working time. Within Munich, the arrival or departure is flat-rate set at 30 minutes. Outside Munich, the actual travel time applies.
5. Right of Withdrawal
The client has the right to withdraw from the contract before payment of the first installment.
If the client withdraws from an issued order thereafter, Maximilian Lamm can claim 10% of the agreed amount for the costs incurred by processing the order and for lost profits, notwithstanding the right to assert higher actual damages. The client reserves the right to prove lesser damages.
The right of the contracting parties to terminate the respective contractual relationship prematurely for cause remains unaffected.
Maximilian Lamm can declare extraordinary termination to the client without prejudice to legal regulations if the client is in default with the payment of invoice amounts.
The termination of the contract for a service does not affect all other contractual relationships between the contracting parties.
6. Payments
6.1 All prices stated are exclusive of value-added tax at the respective applicable statutory rate.
6.2 Unless a fixed price agreement exists, costs that could not be foreseen at the time of contract conclusion will be invoiced by Maximilian Lamm in a reasonable amount.
6.3 Unless otherwise agreed,
the following payment terms apply:
• 1/3 upon order placement,
• 1/3 upon the start of shooting,
• and the last third upon acceptance of the master.
6.4 If pre-costs such as travel, casting, and location scouting are listed in the price calculation, these are due in full upon order placement.
6.5 If the client is in default with payment or a deferral has been expressly agreed, the client must bear interest at the rate charged by Maximilian Lamm’s house bank (including any commissions and credit processing costs), but at least at a rate of 4% above the respective discount rate of the Deutsche Bundesbank.
6.6 No reminder from Maximilian Lamm is required to determine default.
7. Liability
7.1 Maximilian Lamm is liable to the client within the legal provisions for all damages caused intentionally or through gross negligence.
7.2 A claim for defects must be reported within one week after handing over the master copy. Content-related aspects do not constitute a defect. If a defect caused by the contractor is identified, there is no claim for damages unless Maximilian Lamm has fraudulently concealed a defect or caused the defect through negligent behavior.
8. Production
8.1 The film is produced based on a concept/script provided by the client or an adapted standardized script or a concept/script individually developed in consultation with the client. Production of the film begins after accepting a written order or after a production pre-discussion confirmed in writing.
8.2 The film is produced to the quality that Maximilian Lamm can demonstrate based on sample reels (work samples on the website, etc.).
8.3 Maximilian Lamm is solely responsible for the technical and artistic design of the film as a whole and its parts. The client is responsible for the factual accuracy of the content of the film and its legal permissibility to the extent that its instructions have been followed.
8.4 Change requests made by the client after order placement but before the start of production must be considered by Maximilian Lamm. The client must be informed about any resulting price changes. If change requests alter the agreements made to such an extent that Maximilian Lamm cannot assume responsibility, the contractor is entitled to reject them. In this case, Maximilian Lamm has a separate right of termination, and the costs incurred up to that point must be borne by the client.
8.5 If the client requests changes after the start of production, these can only be made with the approval of Maximilian Lamm and an agreement on the resulting costs.
8.6 If the client wishes to use their own production material (e.g., using their own texts, images, etc.), they undertake to provide it in a common and usable format. The material must be handed over in a reasonable period before the agreed shooting date for its use. If this material has to be adapted by Maximilian Lamm, the client bears the costs incurred for this.
8.7 The client assures that they have the necessary rights for further processing of the production material provided by them and transfers these to Maximilian Lamm.
8.8 Maximilian Lamm is liable for loss or damage to the material provided, but only within the framework of a replacement delivery of the lost or damaged raw material. Maximilian Lamm assumes no liability for the loss of data and programs on this material, as it is the responsibility of the client to perform data backups.
8.9 If the client wishes to use a specific musical piece, they guarantee that it is exclusively GEMA-free material or that they own all rights to the GEMA-liable material used.
8.10 If disruptions occur due to recordings initiated by the client in external companies, Maximilian Lamm assumes no liability for this.
8.11 Until the acceptance of the film, the risk of loss, damage, or grossly negligent defects lies with Maximilian Lamm.
9. Acceptance
9.1 Maximilian delivers the film immediately after completion to the client either as a data carrier or provides it as a download link. The client must confirm the acceptance of the film in writing within 10 days. If written approval is not given, the film is considered accepted.
9.2 The client is obliged to accept if the film corresponds to the agreed-upon agreement, concept/script, and the common quality standard. Even if the film deviates from the agreements or the concept/script, but these deviations have been incorporated at the request of the client, the client is obliged to accept. Changes due to personal preferences are generally excluded.
9.3 Complaints must be submitted in writing within one week after the delivery of the film. Later objections will not be considered.
10. Confidentiality
Maximilian Lamm and the client are mutually obliged to maintain confidentiality about all business and trade secrets of the other party that become known due to the contractual relationship and its execution. Both parties must ensure compliance with this obligation, including with respect to employees, through appropriate measures. The confidentiality obligation continues beyond the duration of the contract.
11. Rights
11.1 Maximilian Lamm assures that they have all necessary copyright exploitation rights for all written agreements/concepts/scripts, especially the reproduction, distribution, broadcasting, performance, and related protective rights necessary for contract fulfillment, which are also managed by them after the film’s completion.
11.2 If the client intends to extend the usage rights after the completion of the film regarding a temporal or spatial restriction, Maximilian Lamm will, if possible, assign the corresponding usage rights to the client against payment of the usual or, if such cannot be determined, a reasonable fee. Maximilian Lamm will only refuse the extension or expansion of usage rights for good reason. If the client wishes to acquire rights to the film beyond the agreed usage, a separate agreement must be made with Maximilian Lamm.
11.3 Ownership of all raw materials created during film production and resulting intermediate products, as well as written agreements/concepts/scripts, remains with Maximilian Lamm.
11.4 The client receives exclusive usage rights according to the agreed temporal and spatial scope. The client is entitled to produce any number of copies of the produced film for their own purposes. Furthermore, the client is authorized to transfer or exercise their usage rights to third parties in whole or in part within the framework of contractual agreements. The usage rights only transfer to the client after the full payment of the agreed production costs.
11.5 Maximilian Lamm is granted the unrestricted right, both temporally and spatially, to use the film contents produced by them for their own purposes (e.g., for presentations to customers, at trade fairs and company events, or for their own advertising offers) free of charge (subject to explicitly deviating agreements). However, this only applies when the contractor has the film available for their own use.
11.6 The client is obliged to have all modifications made by Maximilian Lamm. Unless this is economically, advertisingly, or technically unreasonable.
11.7 The transfer of rights takes place upon delivery of the master copy to the client and payment of the production costs. Until full payment, the client is revocably allowed to use the services provided by Maximilian Lamm. Maximilian Lamm can revoke the use of such services for the duration of the default if the client is in default with the payment of the agreed remuneration.
11.8 The sale of usage rights to third parties by the client is excluded.
11.9 The original image and sound material as well as any materials usually required for supplementation or changes will be stored by Maximilian Lamm free of charge for three years.
11.10 After the expiration of three years, the agency or the client must decide without prompting by Maximilian Lamm whether the material should continue to be stored – but now subject to a charge.
12. Artists’ Social Security Fund (Künstlersozialkasse)
The fees calculated by Maximilian Lamm may, under certain circumstances, be wholly or partially subject to the contribution obligation under Section 24 of the Artists’ Social Security Act (KSVG). The client is informed that, when commissioning Maximilian Lamm as a non-legal entity for services in the artistic and conceptual field under the Artists’ Social Security Act (KSVG), a social security contribution to the Artists’ Social Security Fund (KSK) must be paid. This contribution must not be deducted from the invoice by the client. The client alone is responsible and accountable for complying with the registration and contribution obligation.
13. Severability Clause
13.1 Amendments to these general terms and any preceding special agreements require written form. Statements by fax or email are equivalent.
13.2 The invalidity of a provision in these general terms does not affect the validity of the other provisions.
14. Place of Jurisdiction
Place of performance and exclusive place of jurisdiction is the registered office of Maximilian Lamm in Munich.