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1. scope of application
1.1 The following General Terms and Conditions apply to the business relationship between the customer of Mr Motion GmbH (hereinafter: Customer) and Mr Motion GmbH Friedrichstraße 68 C/O Mindspace, 10117 Berlin (hereinafter: MisterMotion).
1.2 MisterMotion does not recognize general terms and conditions of business or contract of the Customer that conflict with or deviate from these GTC unless their validity is expressly agreed to in writing. These GTC shall also apply if MisterMotion performs the service for the customer without reservation in the knowledge of terms and conditions of the customer that conflict with or deviate from these terms and conditions.
1.3 The GTC shall apply for the duration of the business relationship with MisterMotion and shall also apply to these transactions even if they are not explicitly named in follow-up orders or further orders between the customer and MisterMotion

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2. Subject matter of the contract
2.1 MisterMotion is an agency for communication and video programming/video production which supports customers in all fields of communication. MisterMotion supports clients comprehensively in defining, planning and achieving the objectives of (brand) communication.
2.2 The customer commissions MisterMotion with one or more components of the respective service portfolio specified in the offer.
2.3 This contract hereinafter regulates the resulting rights and obligations of the parties.

2.4 These GTC shall also apply to all future orders placed with MisterMotion by the customer without the need for a separate integration.
2.5 The client may terminate the contract in writing at any time with a notice period, stating that the services provided up to the date of receipt of the notice of termination are to be paid for in full and that, with regard to the services not yet provided, the client is to pay a lump-sum compensation amounting to 25% of the services still to be provided. MisterMotion may terminate the contract at any time in text form. The right to extraordinary termination for good cause remains unaffected.

3. Services provided by MisterMotion
3.1 MisterMotion provides the customer with a comprehensive service portfolio to support customers. The service components include but are not limited to:

3.1.1. explainer videos
3.1.2. demo videos,
3.1.3. product videos,
3.1.4. brand videos,
3.1.5. web animations,
3.1.6. Animated Logos;

3.1.7. creative implementation in terms of fine conception, programming, technical implementation and/or design.

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4. concrete scope of services, conclusion of the contract, services of third parties, project schedule
4.1 MisterMotion shall prepare an offer in which, on the one hand, the individual service components, their respective concrete scope of services and, in particular, the note as to whether acceptance is to take place with regard to the service component are listed. On the other hand, the offer contains, if applicable, licensing provisions for individual service components.
4.2 The contract between MisterMotion and the Customer comes into effect through the acceptance of the offer made by MisterMotion within the meaning of clause 4.1. Acceptance of the offer should be made by transmitting the hand-signed offer in person, by fax or by e-mail, but at least acceptance of the offer in text form by means of matching e-mails is required.

4.3 The offer and acceptance, including these GTC, become part of the contract and are hereinafter referred to as the order.

4.4 MisterMotion may use third parties to provide the services offered; these third parties do not become contractual partners of the customer. MisterMotion shall oblige commissioned third parties to maintain confidentiality at the request of the Customer.
4.5 A time schedule for the implementation of the order shall only take place after agreement between the contractual partners and shall be documented accordingly as such in the minutes (concordant e-mails shall be deemed sufficient). These schedules shall become an integral part of this contract. The time schedule is hereinafter also referred to as the project plan. Insofar as no schedule has been agreed, all times or dates are non-binding and serve as a guide; they do not constitute a fixed transaction, and in particular no default on the part of MisterMotion can be justified on this basis. 

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5. Changes to services in the course of the project
5.1 The Customer may demand changes and additions to the services specifically agreed by means of the order under the following conditions:
5.1.1 In the case of agreed acceptance, a change in performance is only possible until the time of acceptance. 
5.1.2 The Customer shall declare its wish for change to MisterMotion at least in text form; and
5.1.3 MisterMotion shall examine the change request as quickly as possible and submit an offer to the Customer containing information on the (technical) feasibility, the associated costs and the associated schedule shift (change offer). This offer must also be made at least in text form, and

5.1.4. the change offer by MisterMotion must be accepted by the Customer at least in text form (e.g. by concordant emails). These concordant declarations in text form on the change of service shall each become part of this contract. Until the acceptance of the offer, the original agreements between the parties remain valid. MisterMotion shall only be obliged to provide the amended service after acceptance of the amendment offer. Any payments already made are to be credited to the amended contract. 
5.2 MisterMotion will continue to provide the contractual services as planned during an ongoing service change procedure, unless the Customer instructs MisterMotion at least in text form that the work is to be discontinued or restricted until a decision is made on the service change. If services are to be rendered or actions are to be performed before the conclusion of the service change procedure that would no longer be usable due to the service changes, MisterMotion shall inform the Customer of this immediately at least in text form. MisterMotion's claim to remuneration exists for all services rendered up to the acceptance of the change offer in the amount of the originally agreed fee even if the services rendered up to this point are no longer usable for the customer and/or are no longer of interest to the customer. 

 

 

6. Acceptances
6.1 If and to the extent that acceptance is agreed in the order, the following provisions shall apply.
6.2 The object of acceptance is the contractually owed performance as specifically described in the order and/or the project plans and/or other performance descriptions. A prerequisite for acceptance is that MisterMotion provides the Customer with all work results in full and notifies the Customer of readiness for acceptance.
6.3 The Customer shall immediately begin to check the readiness for acceptance.
6.4 If the customer does not recognise acceptance capability and the acceptance fails in this respect, the following procedure shall be followed:
6.4.1 The Customer shall provide MisterMotion with a list and description of all defects that prevent acceptance. 6.4.2 MisterMotion shall immediately begin to inspect the goods for acceptability.
6.4.2 MisterMotion shall remedy the defects pointed out and provide a service that is free of defects and ready for acceptance within a reasonable period of time.
6.4.3 The customer shall then only inspect the recorded defects insofar as they can be the subject of an isolated inspection according to their function.
6.5 The customer may not refuse acceptance due to insignificant defects. In this case, however, acceptance is subject to the immediate rectification of these defects by MisterMotion. The insignificant defects must be listed individually in the acceptance report.
6.6 The customer must declare acceptance without delay, but no later than four weeks after notification of readiness for acceptance by MisterMotion.

7. Social media accounts, social media platforms
7.1 If and insofar as MisterMotion or third parties commissioned by it set up and/or use social media accounts for the customer, this set-up and/or use on the respective social media platform is done on behalf of and with the authority of the customer. The contractual partner of the respective platform is the customer.
7.2 The concrete scope of the administrative, technical and/or editorial support of the social media accounts is determined by the concrete order, in particular it is determined in the order whether MisterMotion can carry out the social media communication for the Customer within a defined framework independently or only in accordance with consultations regulated in the order.

7.3 MisterMotion is obliged to treat access data received from the customer for social media accounts as strictly confidential, to keep them safe and not to pass them on to unauthorised third parties.
7.4 MisterMotion is further obliged to hand over the access data acquired in the event of setting up an account at the latest upon termination of the contract and thus to hand over the account to the customer in full. The customer has the right to request the access data to the respective social media accounts at any time.
7.5 The customer is aware and acknowledges that MisterMotion has no influence on the operation of the social media platforms it may recommend but which are operated by third parties and that MisterMotion can consequently not assume any responsibility for the operational processes of these social media platforms.

8. granting of rights
8.1 If and insofar as copyright-protected works such as, in particular, texts, photographs, graphics, other audio or video files or software applications are created within the scope of an order, the Customer shall receive a right of use to the copyright-protected works in return for payment of the licence fee specified in the respective order, the concrete form of which shall be determined within the scope of the respective order. The right of use may be limited in terms of subject matter, time and place and may be structured as a simple, non-exclusive or exclusive right of use.

8.2 If the Customer provides MisterMotion with copyright-protected content such as, in particular, texts, photographs, graphics, other audio or video files or software applications for the implementation of the order, the Customer guarantees that MisterMotion has the necessary copyrights and rights of use. The customer shall transfer to MisterMotion all rights of use necessary for the fulfilment of the contract with regard to the content supplied. The customer guarantees that he can also grant these rights to third parties. The above also applies accordingly with regard to the consent of persons depicted with regard to their right of personality.

8.3 If videos, pictures or graphics with images of persons (actual images or recognisable computer animations) are created within an order, it shall be determined in the order which party is responsible for obtaining the consent of the person depicted in each case and shall bear any licence fees incurred for this.

8.4 Insofar as agreed in the specific order, the Customer shall also grant MisterMotion the right to produce and exploit photographs, graphics, other audio or video files on the premises and with the involvement of the Customer at times to be specified by MisterMotion. The parties shall agree on the times required for this at least in text form. However, the customer already now grants MisterMotion all necessary rights and licences for the aforementioned works.

8.5 Images, videos, texts, articles and/or other comparable services that were created, produced and/or created by MisterMotion must be marked with a copyright notice. The marking may not be removed. In the case of digital publications, the marking is to be created and maintained in accordance with the following specifications:

for Instagram - link/credit @MrMotion
on Facebook - link/credit @MisterMotion Berlin 

All aforementioned works and services of MisterMotion on the customer's website are to be provided with a link to the website of MisterMotion.

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9. Obligations to cooperate
9.1 The Customer shall support MisterMotion in all activities to the extent that its cooperation is necessary for the provision of the service. The Customer shall provide MisterMotion in a timely manner with all information and documents required for the performance of the contract, which MisterMotion requests or which are intended to be handed over anyway according to the order and/or project plan. The Customer shall be liable for damages caused by delays for which the Customer is responsible in addition to the agreed remuneration for the services of MisterMotion. 
9.2 If the Customer fails to comply with its duties to cooperate in accordance with clause 10.1 in good time, it shall be responsible for all associated consequences, in particular a possible delay with regard to the productive implementation of the respective service module.

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10. Confidentiality / non-disclosure agreement

10.1 MisterMotion and the Customer undertake not to disclose to third parties or make unauthorised use for their own business purposes of all confidential information that has become known to each other within the scope of the order and that has been entrusted to them or that has become known to them in the course of the cooperation, during the duration and after the termination of the contractual relationship. The confidential information of both parties is to be used exclusively for the preparation and execution of the order to be carried out by MisterMotion for the Customer.

10.1.1 "Confidential information" within the meaning of this agreement is in particular all information exchanged during the term of the order in oral, visual or written form or via data carriers, findings and results achieved in the process and trade secrets. Confidential information also includes knowledge and information about the activities and projects of the respective other party.

10.1.2 Not confidential (obvious) is information which:
- was already publicly known prior to commissioning or became publicly known thereafter without breach of this Agreement
- is to be made accessible to public authorities due to mandatory regulations
- has been released in writing as non-confidential information by the respective contracting party.
The burden of proof with regard to the disclosure of information for one or more of the aforementioned reasons shall be borne by the user of such information. Insofar as secret information lawfully becomes public, confidentiality shall expire with regard to this information. 
10.2 All rights, including intellectual property rights, to the confidential information shall remain with the informing party. Documents and other physical carriers of the information exchanged are to be returned to the contracting partner immediately and without being asked after completion of the order, together with all their copies. Electronically stored data shall be deleted. The only exceptions to this are electronic backup copies which are automatically generated on a regular basis. However, these may also not be used by the other party. Confidential information, including copies thereof, must be returned or deleted upon written request, even during the performance of the contract.

10.3 The obligation to maintain confidentiality shall also apply after termination of the contract and can only be lifted in writing by the respective party concerned. Furthermore, both parties undertake to carefully store the documents provided for the purpose of the order - insofar as these cannot be deleted for legal or factual reasons - and to protect them against inspection by third parties.

10.4 MisterMotion and the Customer undertake to provide information only to such employees or third parties who are themselves subject to the confidentiality and non-disclosure agreement which contains obligations corresponding to the present agreement.

10.5 Irrespective of any claims for injunctive relief and damages that may then exist, both parties undertake to pay a contractual penalty of € 1
,000 for each case of culpable breach of this agreement.

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11.Remuneration
11.1 The amount of remuneration for the services to be rendered by MisterMotion as well as the amount of any licence fees to be paid shall be determined by the binding order pursuant to clause 4 as well as, if applicable, by agreements on the change of services pursuant to clause 5.
11.2 The settlement of the agreed remuneration as well as any licence fees to be paid shall be effected in the amount of 30% after the order has been placed by the Customer and in the amount of 70% of the agreed remuneration after notification by MisterMotion of the completion of the work by issuing an invoice. The invoice is due within 5 days of the invoice being issued unless expressly agreed otherwise in the binding order in accordance with clause 4. 
11.3 Invoices are due within 5 days of the invoice date.
11.4 All prices listed in quotations or orders are exclusive of the respective statutory value added tax.

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12. Warranty
12.1 MisterMotion provides a warranty in accordance with the statutory provisions unless the warranty is separately limited by the following clauses.
12.2 In the case of a work performance, MisterMotion provides a warranty in the event of defective performance by rectifying the defect. If two attempts at rectification per defect have failed, the customer may either reduce the price or withdraw from the contract. In the event of withdrawal, services rendered up to that point shall be remunerated in accordance with the agreement reached. In all other cases, the contractual relationship shall be cancelled.
12.3 Claims resulting from the warranty obligation are subject to a limitation period of one year from the statutory commencement of the limitation period. The provision in clause 10 is not affected by this. 
12.4 If and insofar as MisterMotion provides servers for the use of software applications, MisterMotion guarantees an availability of the servers necessary for the operational readiness of the developed applications of 99% calculated over a period of 12 months.

13. Liability
13.1 MisterMotion is liable without limitation for damages caused by itself, its employees and vicarious agents intentionally or through gross negligence, in the event of fraudulent concealment of defects, in the event of the express assumption of a guarantee, as well as for damages resulting from injury to life, limb and health.
13.2 MisterMotion is only liable for other damages if an obligation is breached, the fulfilment of which makes the proper execution of the contract possible in the first place and on the observance of which the contractual partner may regularly rely (cardinal obligation). The liability for damages is limited to such damages that are to be regarded as typical for the contract and foreseeable.
Any liability under the Product Liability Act shall remain unaffected. Any liability of MisterMotion beyond the foregoing is excluded. In particular, MisterMotion is not liable for lost profits, lost savings, indirect damages and consequential harm caused by a defect.

13.3 The customer is aware that the social media services, via which the services of MisterMotion are partly provided, are operated by third parties and that MisterMotion has no influence on the operation of these social media services and therefore cannot be liable for their operation. Any liability of MisterMotion for blocking accounts is excluded.

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14. Legal conformity
14.1 MisterMotion expressly does not provide comprehensive legal advice or review of projects for legal compliance as can and may only be carried out by lawyers; this applies in particular with regard to registration processes, data collection as well as data protection and terms of use for web and social media campaigns. MisterMotion expressly recommends having all projects checked for legal compliance by qualified legal advisors and may purchase this service from third parties; however, this requires a separate agreement.

 

14.2 MisterMotion is not obligated to inform the Customer of legal risks discernible to MisterMotion regarding the content and/or design of planned projects. If MisterMotion considers a legal review of the project by a qualified legal advisor to be necessary, this legal review will be carried out after consultation with the Customer at the Customer's expense with a separate order. If, contrary to MisterMotion's advice, the customer insists on carrying out the project without legal advice, MisterMotion shall not be liable for any consequences resulting therefrom. In this case, the customer indemnifies MisterMotion from claims of third parties.

15. Trademark protection and public relations
15.1 The name of MisterMotion, the associated logo as well as all related designations are trademarks of MisterMotion. Any use of these trademarks by the Customer requires the prior written consent of MisterMotion.

15.2 After consultation with the Customer, MisterMotion shall be granted the right to mention the Customer's name and the type of project carried out for it as a reference in all marketing documents. The same right is granted to the customer.

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16. final provisions
16.1 The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
16.2 If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract shall be Berlin. The same shall apply if the user does not have a general place of jurisdiction in Germany or a place of residence or if the usual place of residence is not known at the time the action is brought.