1. Scope of application
1.1. These terms and conditions apply to all contracts between TRUE GmbH and its customers, insofar as they involve entrepreneurs, legal entities under public law or special funds under public law.
1.2. Contracts with consumers within the meaning of Section 13 BGB are not concluded. The customer assures that he is acting as an entrepreneur in accordance with § 14 BGB.
1.3. Divergent, conflicting or supplementary general terms and conditions of the customer only become part of the contract if TRUE GmbH has expressly agreed to their validity. This consent requirement applies in any case, for example even if TRUE GmbH starts providing the services without reservation in knowledge of the customer's terms and conditions.

2. Conclusion of contract and withdrawal
2.1. Offers from TRUE GmbH are subject to change and non-binding. A contract is only concluded with written confirmation from both parties. Contracts are concluded by telephone through consistent declarations of intent.
2.2. TRUE GmbH is entitled to withdraw from the contract if unforeseeable events or force majeure make the provision of services impossible. Services already provided must be remunerated.

3. Scope of services
3.1. TRUE GmbH provides services, but not works within the meaning of Section 631 BGB, unless this is expressly agreed in writing. There is no claim to a specific success, such as a specific increase in sales.
3.2. Individual orders: The scope of services is defined in the respective contract or offer.
3.3. Monthly retainers:
3.3.1. Monthly retainers can include photo or video productions, but not at the same time. A combination of photo and video productions is only possible by separate arrangement.
3.3.2. Shooting hours can be converted into concept work hours as part of retainers, provided this is agreed in advance.
3.4. Shootings can be booked from Monday to Friday between 9:00 and 18:00 subject to availability from TRUE GmbH. Appointments outside these hours are only possible by prior arrangement.
3.5. The customer must always complete the cooperation incumbent upon him in full and in due time. If the customer fails to cooperate and thus prevents the provision of services by TRUE GmbH, TRUE GmbH's claim for compensation remains unaffected. Deadlines are extended by the period that TRUE GmbH was prevented from providing the service due to the customer's non-involvement, plus a reasonable period of time to resume service provision.
3.6. If a separate remuneration has been agreed for the achievement of a specific success of a consulting/advertising measure through, for example, a performance variable remuneration based on lead value by TRUE GmbH, this is paid as a performance-based bonus. However, there is no claim to achieve concrete success.
3.7. With regard to the services to be provided by TRUE GmbH to the customer, TRUE GmbH has the right to determine services in accordance with Section 315 BGB.

4. Additional benefits and remuneration
4.1. Services that go beyond the agreed scope are offered and billed separately.
4.2. Additional shooting hours as part of retainers are charged at a flat rate of 250€ net per hour.
4.3. Additional services such as travel or translation costs are offered and billed separately, unless they are already explicitly included in the offer.
4.4. Payments must be made within the deadlines defined in the offer.
4.5. In the event of late payment, the provision of services will be suspended until full payment has been settled.
(1) The prices stated and reported by TRUE GmbH are binding. The prices given are net plus statutory value added tax.
(2) Payment for the services provided by TRUE GmbH is made immediately after the invoice has been issued. The remuneration of TRUE GmbH's services is generally due upon conclusion of the contract, unless the offer from TRUE GmbH states otherwise. The exact payment terms are set out in the respective offer or the associated invoice. A (SEPA) direct debit authorization granted to TRUE GmbH is also valid for the further business relationship until further notice.
(3) If SEPA direct debit is agreed between the parties as a payment method, the customer must issue a written SEPA direct debit mandate to TRUE GmbH after conclusion of the contract. The following sample must be used by the customer:
TRUE GmbH, Am Eisenbrand 36A, 40667 Meerbusch and their vicarious agents are authorized to make recurring, due payments from my account:
IBAN:... (please enter) to be collected using a SEPA base direct debit. At the same time, I instruct my bank to redeem the direct debits drawn into my account by TRUE GmbH, Am Eisenbrand 36A, 40667 Meerbusch and their vicarious agents. I can request reimbursement of the debited amount within eight weeks, starting from the debit date. The conditions agreed with my bank apply for payments by direct debit using the SEPA basic direct debit procedure.
First name and last name of the account holder
Account holder's street and house number
Zip code and city
Credit institution (name and BIC)
IBAN:
Location, date
Account holder's signature
(4) TRUE GmbH issues the customer a proper invoice showing sales tax (possibly through vicarious agents).
(5) In the event that agreed direct debits cannot be withdrawn from the customer's account and a chargeback is made, the customer is obliged to transfer the amount owed to TRUE GmbH within three working days of the chargeback and to assume the costs caused by the chargeback by the bank.
(6) The offsetting with counterclaims is only permitted if the other contractual partner has acknowledged the offsetting or this has been legally established. The same applies to the exercise of a right of withholding by a contracting party.
(7) TRUE GmbH is also entitled to have due claims collected from third parties (Stripe, PayPal, Digistore24, Copecart, etc.).

5. Contract period and termination
5.1. Individual orders: The contract period is defined individually in the contract.
5.2. Monthly retainers:
5.2.1. The minimum term is three months, the maximum term twelve months. The specific contract period is defined in the offer.
5.2.2. After twelve months, the contract automatically ends without the need to cancel.
5.3. An ordinary right of termination during the term is excluded. An ordinary right of termination in the period between the conclusion of the contract and the start of the service is also excluded.
5.4. Terminations must be made in writing to be effective.

6. Processing times
6.1. The processing time for content is a maximum of 14 days after the shooting date, unless otherwise agreed.
6.2. The content produced is usually provided via the Frame.io platform. In exceptional cases, they can also be made available via www.wetransfer.com.
6.3. Delays due to insufficient customer cooperation or force majeure extend the processing time accordingly.

7. Copyrights and rights of use
7.1. TRUE GmbH retains the copyrights to all content produced.
7.2. The customer receives the right to use the company's social media channels for an unlimited period of time and space. The content may be used both organically and as paid ads.
7.3. TRUE GmbH is entitled to use protected brands, logos, names or other business features of the customer as well as its own service or parts of it as a reference for its own services and for advertising purposes; this also applies beyond the time of termination of the contract.
7.4. TRUE GmbH grants the customer a simple, non-exclusive, transferable, sub-licensable and time-unlimited right of use for all services provided on the basis of the contract.
7.5. In this case, the customer grants TRUE GmbH a simple, non-exclusive, non-transferable, non-sublicensable and time-unlimited right of use to the effect that TRUE GmbH may use the work as part of advertising its own website and services. The granting of rights includes all known and unknown forms of offering opportunities on the Internet and also outside the Internet, in particular in print media.
7.6. The transfer of work and performance results to third parties (including affiliated companies) is excluded. The same applies to processing in accordance with § 23 UrhG.

8. Liability
8.1. TRUE GmbH is liable — except in cases of violation of essential contractual obligations (cardinal obligations), injury to life, body or health, or claims under the Product Liability Act — only for intent and gross negligence. Significant contractual obligations are those whose fulfilment is necessary to achieve the purpose of the contract. This also applies to vicarious or vicarious agents of TRUE GmbH.
8.2. Events of force majeure which significantly impede or make it impossible to provide the service, as well as the failure of the customer to cooperate, entitle TRUE GmbH to postpone the fulfilment of its obligations for the duration of the hindrance and for a reasonable start-up period.
8.3. Strikes, lockouts and similar circumstances that directly or indirectly affect TRUE GmbH are equivalent to force majeure.
8.4. TRUE GmbH is also entitled to postpone the fulfilment of its obligations for a reasonable period of time if the employee responsible for the project or vicarious and/or assistants booked separately for the project cannot be used for a certain period of time due to illness. TRUE GmbH will inform the customer of this fact and the new completion date.
8.5. The customer is aware that third-party providers such as Facebook or Google are entitled, in accordance with their guidelines, to delete or remove individual advertising campaigns from their offerings at any time. TRUE GmbH is not liable for such a procedure.

9. Data protection and confidentiality
9.1. All customer data is kept strictly confidential.
9.2. The customer releases TRUE GmbH from liability for violations of the GDPR and the BDSG as part of the execution of the main contract, unless TRUE GmbH is responsible for these violations.
‍
10. Final provisions
10.1. Disputes between the contracting parties are settled primarily through mediation.
10.2. If no agreement is reached, the place of jurisdiction is the registered office of TRUE GmbH.
10.3. The laws of the Federal Republic of Germany apply, excluding the UN sales law.
§ 12 FINAL PROVISIONS

Status: March 2024