The production of photos, films, videos (hereinafter referred to as "recordings") as well as the granting of rights of use by KME GmbH (hereinafter referred to as "KME GmbH") shall be exclusively based on the following terms and conditions. These terms and conditions shall also apply to all future production and license agreements, even if they are not expressly included again in the subsequent agreement.

These terms and conditions shall apply unless deviating provisions are expressly agreed upon in writing.

Terms and conditions of the client that deviate from the following terms and conditions shall not be recognized. Such deviating terms and conditions shall not become part of the contract even if KME GmbH does not expressly object to them.

Production orders include the making of recordings on behalf of the client.

The cost estimates prepared by KME GmbH are always non-binding. KME GmbH only needs to notify the client of an overrun of the costs shown in the cost estimate if an overrun of the originally estimated total costs by more than 15% is to be expected.

If the use of props from the KME GmbH pool is necessary for the production of the recordings, an appropriate flat rate for the use of these props will be estimated in the cost estimate.

Insofar as services of third parties have to be utilized or contracts with third parties (e.g. photo models, make-up artists, stylists, owners of locations, etc.) have to be concluded for the execution of the order, KME GmbH shall conclude the corresponding obligations with third parties in its own name and for the account of KME GmbH.

For the production of the recordings, KME GmbH may make use of the assistance of third parties and, in particular, commission external photographers/filmmakers, etc. who are not employed by KME GmbH. KME GmbH shall suggest suitable photographers/filmmakers etc. to the client. The client has the possibility to reject these photographers/filmmakers etc. and to choose other photographers/filmmakers etc. from the team available to KME GmbH. KME GmbH shall attempt to comply with this choice made by the client and to commission the photographers/filmmakers etc. selected by the client.

In the event that the selected photographer/filmmaker etc. is prevented from working due to illness, force majeure etc., KME GmbH shall be entitled to select another photographer, filmmaker etc. as a substitute for the production of the recordings at its own discretion.

The client's briefing forms the basis for the recordings and calculations to be made by KME GmbH. The client must provide the briefing to KME GmbH completely, conclusively and in writing (e.g. as written minutes of a meeting, by e-mail, etc.).

In the event that the client does not provide KME GmbH with a written briefing, the pre-production meeting (PPM), the previous e-mail correspondence between the client and KME GmbH, as well as the memorial minutes of the PPM and telephone notes made by KME GmbH employees form the basis for the production of the recordings.

Insofar as the client has to supply information, goods (e.g. products, recipes, etc.), approvals, etc. necessary for the production of the recordings or assumes other tasks relevant to the production of the recordings itself (e.g. booking of models, locations or catering, etc.), the client must ensure that the delivery, provision, access to locations, arrival of models, etc. takes place in good time so that the production of the recordings can begin punctually on the agreed date. The client must ensure that the delivery, provision, access to locations, the arrival of photographic models, etc. takes place on time, so that the production of the recordings can begin punctually on the agreed date.

As soon as the client is aware that a timely delivery, provision, access to locations, the arrival of photographic models, etc. is not possible, he must immediately inform KME GmbH of this. If this results in a delay in the production of the photo shoot, and if the cause of this delay lies within the sphere of the client, the client shall bear the costs incurred as a result of the delay (e.g. additional necessary hotel accommodations, location days, bookings of photo models, stylists, make-up artists, assistants, rebookings, etc.). The costs incurred as a result of the delay shall also include the fee to which the provision in 4.1 applies.

The Client shall ensure that he or a person authorized by him is personally present during the production of the photographs. In the event of personal absence during the production of the recordings, the client shall ensure that he or a person authorized by him is permanently available to KME GmbH at least by telephone and e-mail for short-term coordination and decisions.

For photographs of persons and for photographs of objects to which third party copyrights, design rights, trademark property rights or other rights of third parties exist, the following shall apply:

Insofar as the booking of photo models, locations, external photographers and/or the selection of other objects is carried out by KME GmbH, KME GmbH shall obtain the necessary consent of the respective rights holders prior to the production of the photographs. KME GmbH shall indemnify the client against claims for compensation by third parties resulting from the violation of this obligation. The obligation to indemnify shall not apply if KME GmbH proves that it is not at fault. KME GmbH shall inform the client about the obtaining of the consents and provide evidence of the obtained rights. In case of booking of photo models, locations and/or selection of objects by KME GmbH, KME GmbH will also take over the further rights management. KME GmbH shall negotiate the extension of rights of use with regard to the photo models, locations, etc. booked by KME GmbH exclusively in the name of and on behalf of the customer with the respective rights holders and shall conclude the extensions of rights of use with them. KME GmbH will only negotiate the extension of rights of use if the client has commissioned KME GmbH to do so.

Insofar as the booking of models, locations and/or the selection of objects is carried out by the client, the client will obtain the necessary consent from the respective rights holders before the photographs are taken. The client shall indemnify KME GmbH against claims for compensation by third parties resulting from the violation of this obligation. The obligation to indemnify shall not apply if the client proves that he is not at fault. In the case of the booking of models, locations and/or the selection of objects by the client himself/herself, the client must organize the rights management himself/herself and in particular obtain the extension of usage rights himself/herself.

KME GmbH may proceed as follows with the samples delivered by the client for production:

If the samples delivered by the client are perishable goods (e.g. food), they will be disposed of by KME GmbH after the end of production.

If the samples delivered by the client are non-perishable items (e.g. clothing, household goods, etc.), the samples will be returned to the client at the client's expense after the end of production or disposed of, provided that the client does not order anything within a period of 2 weeks after the end of production.

KME GmbH selects the photographs, which it presents to the client for acceptance after completion of the production. Rights of use shall only be granted to the photographs that the client accepts as being in accordance with the contract, provided that payment has been made in full.

The photographer of KME GmbH shall have artistic freedom in the production of the photographs, although the client's binding specifications from the briefing, PPM and/or verbal or telephone instructions must be observed.

Complaints and/or notices of defects regarding the artistic freedom exercised by the photographer of KME GmbH shall therefore be excluded. Subsequent change requests of the client require a separate agreement and are to be remunerated separately.

If the client himself/herself or a person authorized by him/her is present during the production of the recordings, he/she must inspect the recordings on the set and immediately notify KME GmbH of any defects, so that KME GmbH can correct the defect and produce replacement recordings. If the complaint is not made on the set, the recordings are considered approved and accepted.

If neither the client nor a person authorized by him is present during the production of the recordings, KME GmbH will send the recordings to the client immediately after their creation via electronic data transfer. The client must examine the transmitted recordings immediately after receipt of the data and notify KME GmbH of any defects immediately after receipt of the data, so that KME GmbH can correct the defect and produce replacement recordings. If the immediate notification of defects is omitted, the recordings are considered approved and accepted.

KME GmbH shall hand over the selected analog and digital recordings as well as the associated data, files and data carriers (recording material) to the client after completion of the order. The parties shall determine the data format by mutual agreement. If no determination is made, KME GmbH may determine a suitable data format and select a suitable data carrier. KME GmbH shall archive the recording material created by it within the scope of the order for a maximum of three months, however it shall not be obligated to such archiving and shall not assume any guarantee for keeping the recording material ready after the recording material has been handed over to the client.

If the client wishes to keep the recording material for a longer period of time than three months, this shall be agreed upon separately between the client and KME GmbH by contract and against payment of a fee for the storage.

For recordings from production orders KME GmbH receives the contractually agreed fee. If a lump sum fee has been agreed upon and if the time scheduled for the recording work is significantly exceeded for reasons for which KME GmbH is not responsible, or as a result of force majeure or weather conditions, the agreed upon lump sum fee shall be increased accordingly.

If an hourly rate or daily rate fee has been agreed upon, KME GmbH shall also receive the agreed upon hourly or daily rate for the time by which the recording work is extended. Additional work, in particular the production of recordings beyond the scope specified at the beginning of the contract, shall be remunerated separately according to the agreed mode of remuneration.

If the fee has not been expressly agreed upon in the contract, the fee of KME GmbH shall result from its estimate of costs previously fixed in writing.

In addition to the fee owed, the client must reimburse KME GmbH for incidental costs incurred in connection with the execution of the order (e.g. film material, laboratory costs, costs of digital image processing, model fees, travel expenses, props, catering, location fees, permits, etc.).

If the client cancels the contract until the completion of the recording work, KME GmbH is entitled to the agreed fee according to the legal regulations of § 649 BGB (German Civil Code).

If the recording work does not take place for reasons for which KME GmbH is not responsible (e.g. due to bad weather, force majeure), KME GmbH is entitled to a cancellation fee in the amount of 50% of the agreed fee, unless the client can prove a lower, reasonable amount to KME GmbH in individual cases.

If the recording work does not take place for reasons that lie in the sphere of the client (e.g. unpunctual delivery of information, unpunctual delivery of goods, etc.), KME GmbH is entitled to a cancellation fee in the amount of 100 % of the agreed fee, unless the client can prove a lower, reasonable amount to KME GmbH in an individual case.

All additional costs incurred for the preparation of the recording work up to the termination or cancellation (e.g. location scouting, model bookings, etc.) are to be reimbursed by the client at 100%.

KME GmbH may demand payment of an advance on costs from the client prior to the start of production, which must be received in the account announced by KME GmbH no later than one week prior to the start of production.

For productions that take place in KME GmbH's in-house studio, KME GmbH may demand an advance on costs in the amount of 30% of the total production costs.

For productions that take place off-site and not in KME GmbH's own studio, KME GmbH can demand an advance payment of 50% of the total production costs.

After the completion of the recording, KME GmbH can demand payment of a further 30% of the total production costs from the client.

The remaining production costs after deduction of the advance payments and advance payments are due upon delivery of the recordings to the client. In exceptional cases, KME GmbH may demand additional advance payments for incidental costs from the client prior to the start of production.

The client does not acquire the copyright to use the recordings until all production costs have been paid in full.

To the fees, charges and costs to be paid by the client, the value added tax and the artists' social security contribution, which may be incurred by KME GmbH for external services, are to be added at the statutory rate. For clients based abroad, the tax liability lies with the client.

The client acquires rights of use to the recordings to the extent agreed upon in each individual contract. Any use beyond this scope must be agreed upon in writing with KME GmbH and must be remunerated. Property rights are not transferred.

Regardless of the scope of the right of use granted in each individual case, KME GmbH remains entitled to use the recordings produced by it in the context of its own advertising in all media as well as in the context of exhibitions, competitions, art projects and book projects. KME GmbH may also use scrap material, parallel shots and other shots not used by the client for its own advertising. KME GmbH has free choice regarding these recordings not used by the client and will only use them for self-promotion after they have been released by the client.

KME GmbH may also use recordings used by the client for self-promotion and will only start doing so after the client has published the recordings.
The client will in this respect provide KME GmbH with the necessary rights for this.

KME GmbH is entitled to name and reproduce the trademarks and other marks of the client for reference purposes.

The transfer and/or granting of the rights of use acquired by the ordering party to third parties - even if these are group companies or subsidiaries of the ordering party - requires the prior written consent of KME GmbH.

Each publication of images should - as far as technically possible and customary in the industry - be provided with the following copyright notice: "KME Studios / Photo: (insert name of photographer)".

The notice should be provided with the image, if possible. If this is not possible or reasonable for technical or optical reasons, the author should be named in the manner customary in the industry and with a clear attribution to the respective image.

When digitally storing the photographs, the author's name must be electronically linked to the image data. The Client shall ensure by suitable technical means that this link is retained with every data transfer, with every transfer of the image data to other data carriers, with every reproduction on a screen and with every public reproduction, and that the author of the photograph can be identified as such.

KME GmbH shall only be liable for damages caused by its employees or their vicarious agents intentionally or through gross negligence. Excluded from this are damages resulting from the violation of a contractual obligation that is essential for achieving the purpose of the contract (cardinal obligation), as well as damages resulting from injury to life, body or health, for which KME GmbH shall also be liable in the case of slight negligence.

KME GmbH shall not be liable for the type of use of the recordings delivered by it. In particular, KME GmbH shall not be liable for the admissibility of the use under competition and trademark law.

KME GmbH shall not be liable for the fact that the rights of third parties obtained and proven by KME GmbH on behalf of the client (2.5) are exceeded by the client in terms of space, time and/or content.

If the client insists on the depiction of persons and/or objects for which the necessary granting of rights regarding the rights of third parties is missing and KME GmbH has pointed this out, the client shall be liable for the use of these recordings.

The invalidity or ineffectiveness of individual clauses of these terms and conditions does not affect the validity of the remaining clauses.

Additional or deviating terms and conditions must be in writing and only then become part of the contract.

The law of the Federal Republic of Germany applies, even for deliveries abroad. The place of performance shall be Rosenheim.

In the event that the customer does not have a general place of jurisdiction in the Federal Republic of Germany or transfers his residence or habitual abode abroad, the registered office of KME GmbH shall be agreed upon.