General terms and conditions

Eisprung Animation Studio GmbH

1. Application area

These General Terms and Conditions (GTC) govern the legal relationship between Eisprung Animation Studio GmbH, Sandrainstrasse 3, CH-3007 Bern and the customer. These GTC form an integral part of any legal relationship between Eisprung Animation Studio GmbH and the customer (hereinafter referred to as “Parties”).

These GTC apply even without express conclusion of the contract, provided that the customer accepts services of Eisprung Animation Studio GmbH.

In the event of an objection, these GTC shall take precedence over any GTC of the customer.

These GTC apply to all business transactions between the parties, also to all subsequent transactions including those concluded orally, by telephone and electronically (e.g. by e-mail). An express repeated reference to these GTC is not necessary in these cases.

2. Subject of the contract

The concrete contents of the contract, in particular the services to be provided by Eisprung Animation Studio GmbH, the remuneration owed by the customer, the due date of the remuneration as well as the entitlement to the work results, will be agreed between the parties in writing (including e-mail). The provisions of the specific contract always take precedence over these GTC.

3. Production and delivery

Eisprung Animation Studio GmbH is responsible for the provision of the services in accordance with the contract and these GTC. Eisprung Animation Studio GmbH warrants that the services provided by it comply with the usual international quality standards.

For an optimal realization of the project in the sense of the customer, Eisprung Animation Studio GmbH creates interim presentations for certain work phases (e.g. draft, animatic, rough cut, etc.) after consultation. The work results approved by the. The work results accepted by the client as well as any modifications agreed upon are then binding for further work. Subsequent changes by the customer that deviate from these intermediate steps are subject to a charge.

The customer undertakes to support Eisprung Animation Studio GmbH insofar as this is necessary for the provision of Eisprung Animation Studio GmbH’s services. He is responsible for ensuring that the material he provides to Eisprung Animation Studio GmbH (such as advertising texts, logos, fonts, etc.) is error-free and definitive. Placeholders must be clearly marked as such. Any liability in this regard will be rejected by Eisprung Animation Studio GmbH.

Eisprung Animation Studio GmbH undertakes to take into account the instructions and change requests of the customer, which the customer makes on the occasion of an interim presentation, insofar as this is reasonable and insofar as the desired changes remain within the agreed framework conditions. Eisprung Animation Studio GmbH shall be additionally compensated by the customer for any additional services caused thereby, insofar as these exceed the agreed scope of services.

The project manager designated in the specific contract is entitled to represent the customer in all matters relating to the contractual relationship existing between the parties and consequently also has unlimited decision-making authority with regard to production.

The customer may only refuse acceptance of the work if it is defective or incomplete in terms of quality, does not or incomplete, does not comply with the agreed or customary technical standards or disregards the specifications or disregards the specifications agreed upon in the specific contract and after Eisprung Animation Studio GmbH has been given a reasonable period of time to rectify the situation and this period has expired unused. The lack of acceptance has the exclusive consequence that the customer can withdraw from the contractual relationship with Eisprung Animation Studio GmbH, but Eisprung Animation Studio GmbH must be fully compensated for the work already performed. All other claims and remedies of the customer, in particular claims for damages, are excluded.

Upon acceptance by the customer, any further claims of the customer (in particular any claims for rectification of defects and damages) shall lapse.

4. Delay

Deadlines and dates that are not contractually regulated are only to be understood as guidelines and are not binding. Any delays will be communicated to the customer by Eisprung Animation Studio GmbH as early as possible.

Failure to comply with binding agreed dates entitles the customer to terminate the contract only if Eisprung Animation Studio GmbH is grossly at fault. All further rights in case of delays are excluded.

5. Early termination

If the reasons for a premature termination of production are the responsibility of the customer, the customer is liable for the entire agreed remuneration, regardless of whether the contract is terminated by the customer or Eisprung Animation Studio GmbH.

6. Confidentiality

Eisprung Animation Studio GmbH undertakes to treat the documents and information made accessible or provided to them by the customer as strictly confidential.

7. Ownership and copyright of the work result

The property rights and copyrights to all services and works created by Eisprung Animation Studio GmbH (concepts, sketches, designs, figures, etc.) belong exclusively and without limitation to Eisprung Animation Studio GmbH (hereinafter referred to as “work result”).

Eisprung Animation Studio GmbH grants the customer the right to use the work results in terms of location, time and subject matter to the extent agreed between the parties in the specific contract. The right is granted exclusively to the customer insofar as this is not otherwise regulated in these GTC (see e.g. Section 10.2). Any further use of the work results or parts thereof by the customer is not permitted even if they are not protected by copyright. A deviating contractual regulation between the parties remains reserved. If the use of the work results was not expressly regulated in the specific contract, the customer may use the order results exclusively for private, non-commercial purposes.

The client is not entitled to make changes to the original or reproductions of the work results without the consent of Eisprung Animation Studio GmbH. Any imitation – even of parts, of sketches, concepts, ideas and designs – is not permitted.

The rights of use to the work results are only transferred to the customer after full payment of the remuneration owed to Eisprung Animation Studio GmbH.

The granting of rights of use by the customer to third parties requires the prior written consent of Eisprung Animation Studio GmbH.

A violation of the provisions according to clauses 7.2 to 7.5 by the customer shall entitle Eisprung Animation Studio GmbH in each individual case to a contractual penalty in the double amount of the contractual remuneration. Payment of the contractual penalty does not release the customer from further compliance with these provisions. Claims for damages exceeding the amount of the contractual penalty remain reserved. In addition, Eisprung Animation Studio GmbH is entitled to revoke the customer’s right to use the work result with immediate effect in the event of a repeated violation of provisions listed under items 7.2 to 7.5.

In the case of editing, adaptation or redesign of third-party works, Eisprung Animation Studio GmbH assumes, without express notification from the customer, that the authorization for such uses exists and that accordingly no third-party rights are infringed. In the event of corresponding liability claims by third parties, the customer shall fully indemnify Eisprung Animation Studio GmbH.

Suggestions and instructions of the customer or his employees and agents have no influence on the amount of remuneration. They do not establish any joint copyright.

8. Terms of payment

The remuneration to be paid by the customer shall be set out in the specific contract. Unless otherwise agreed, a price is only a guide price, not a fixed price, and will be charged on an hourly basis. Furthermore, unless otherwise stipulated in the specific contract, the remuneration is to be paid by the customer to Eisprung Animation Studio GmbH as follows: 30% of the remuneration upon signing the contract, 30% upon the first partial acceptance and 40% upon the final acceptance.

The payment term is 30 days. Eisprung Animation Studio GmbH reserves the right to withhold completed work results until payment has been received.

9. Third-party services

Eisprung Animation Studio GmbH is entitled to involve third parties to provide services for the customer.

10. Specimen copies, self-promotion, naming

Eisprung Animation Studio GmbH is entitled to use its work results for self-promotion (including on its website).

Unless otherwise agreed, Eisprung Animation Studio GmbH is entitled to be named as the author on the reproductions and publications of the results of the work or in a form to be determined by it.

11. Liability

Eisprung Animation Studio GmbH is liable, regardless of the legal reason, only for intent and gross negligence. All other liability of Eisprung Animation Studio GmbH is excluded. This limitation of liability also applies to third parties involved, such as its agents and vicarious agents.

For orders placed with third parties on behalf of and for the account of the customer, Eisprung Animation Studio GmbH does not assume any warranty towards the customer. The corresponding contractual relationship exists in these cases exclusively between the third party and the customer. Any liability of Eisprung Animation Studio GmbH in this regard is excluded.

12. Closing provisions

Should one or more provisions of the contractual relationship existing between the parties be or become void or ineffective, the remaining parts of the contractual relationship shall not be affected thereby. In the event of the invalidity or ineffectiveness of a clause, it shall be replaced by a clause that comes as close as possible to the economic purpose of the invalid provision. The customer shall only have the right to withhold payments or to offset them against counterclaims insofar as his counterclaims are undisputed or have been legally established.

Swiss law shall apply to the legal relationship between the parties.

The exclusive place of jurisdiction is Bern.