General Terms and Conditions (GTC) of Nutshell Films GmbH

§ 1 Scope

1. These GTC apply to all orders, offers, deliveries and services of Nutshell Films GmbH. Any deviations require written consent. By placing an order, the customer confirms acceptance of these GTC.

§ 2 Conclusion of contract

1. The contract is concluded by written acceptance of the offer or by use of the services. Offers are binding for 14 days. Changes to the scope of the order may result in additional costs and require written consent. The information provided by the customer (e.g. briefings) shall form part of the order confirmation.

§ 3 Services of Nutshell Films

1. Scope of services: The services are based on the offer and supplementary written briefings.
2. Additional expenses: The customer shall be informed in good time of any additional expenses that exceed 10% of the offer amount. In the absence of a written objection within three days, these shall be deemed approved.
3. Refusal of performance: Nutshell Films reserves the right to refuse performance in the event of late payment or other breaches of duty.

§ 4 Obligations of the customer

1. Cooperation: The customer shall provide all necessary documents and information in good time and make backup copies of the data provided.
2. Indemnification: All data provided must be free of third-party rights. The customer shall indemnify Nutshell Films against claims by third parties.
3. Schedule and agreed deadlines:
   a) Binding: The schedule and agreed deadlines confirmed at the start of the project are binding.
   b) Short delays: Delays of up to 14 days can be adjusted by Nutshell Films, provided this is reasonable.
   c) Longer delays: In the event of delays of more than 14 days, the client shall bear the additional costs.
   d) Delays of 30 days or more: If the project is delayed by the client by more than 30 days, a one-off expense allowance of 75% of the remaining project sum for the reserved capacities and correspondingly lost orders from other clients shall be due. Services already rendered or further verifiable third-party costs will be invoiced separately.
4. Communication: Delays must be communicated in good time and in writing.

§ 5 Cooperation and performance of third parties

1. Nutshell Films may use employees, third parties or subcontractors to fulfill the order and exchange the necessary information. The customer is bound by the license and usage conditions of third parties.

§ 6 Cancellation conditions

1. Before the start of production:
   - After the order has been placed: 30% of the offer amount.
   - After the start of conception/planning: 60% of the offer amount.
2. After the start of production: During pre-production, filming and post-production 100% of the offer amount.
3. Force majeure: Costs already incurred (e.g. third-party providers, preparatory work) shall be borne by the customer.
4. Work results: Work results and rights of use created in accordance with the agreement are handed over after payment.

§ 7 Rights of use

1. Simple rights of use: The customer receives a simple right of use for the agreed purpose. The intended use is set out in writing in the offer.
2. Raw material: All other rights, in particular to raw material, remain with Nutshell Films.
3. Restrictions: Resale, modification or use by the customer and other third parties is prohibited without written consent.
4. Marketing: Nutshell Films has the right to use finished productions for marketing purposes and to name the client as a reference, unless the client objects.

§ 8 Terms of payment

1. Payments on account: 50% when the order is placed
2. Due date: Invoices are payable within 30 days.
3. Default: Nutshell Films may suspend services in the event of default of payment.

§ 9 Liability

1. Nutshell Films is only liable for intentional or grossly negligent damage. No liability is accepted for loss of data or consequential damage.

§ 10 Delivery dates

1. Delivery dates are non-binding unless they have been expressly agreed as fixed dates. Delays due to force majeure or delays in cooperation on the part of the customer shall extend the delivery time accordingly.

§ 11 Special regulations

1. Weather options for filming: In the event of weather-dependent filming, an alternative date will be set. If this date cannot be used either and a new date is required, the customer shall bear the full costs of the original shooting day. A new shooting day and the corresponding planning will be offered again separately.
2. Acceptance: Change requests must be recorded on acceptance. Changes outside the agreed revision rounds will be charged additionally.

§ 12 Place of jurisdiction and applicable law

1. Swiss law applies. The place of jurisdiction is Zurich.