TERMS.

1.1 The contracting party is KOA Studio UG (haftungsbeschränkt), Porzer Ringstraße 60, 51149 Cologne, Germany (hereinafter “KOA Studio”). All orders accepted by us are subject to these Terms and Conditions. They are deemed accepted upon receipt of the written order confirmation or, at the latest, upon delivery of the commissioned work.

1.2 Deviating confirmations, agreements or terms of the client require our express written consent to become effective.

1.3 The written order confirmation governs the scope and execution of the project. KOA Studio generally accepts orders in text form. Verbal or telephone instructions must be confirmed in writing without undue delay; email is sufficient. Where this is omitted at the client's express request, consequences arising from transmission errors caused by the lack of written confirmation are borne by the client.

1.4 These Terms apply to all deliveries and services, including services performed by third parties engaged by KOA Studio.

1.5 These Terms apply exclusively and also govern future business between KOA Studio and the client. Deviating terms become part of the contract only where expressly accepted by KOA Studio in writing. Individual written agreements take precedence.

1.6 The client bears full responsibility for materials supplied by the client and indemnifies KOA Studio against third-party claims arising from such materials.

2.1 The agreed production price covers the production costs described in the proposal and is binding on KOA Studio provided the production is carried out on the basis of the guidelines, materials and approvals available when the order is placed.

2.2 For projects with a calculated net fee exceeding EUR 3,000, KOA Studio may request an appropriate advance payment of up to 50% of the total order value.

2.3 Where KOA Studio has calculated an estimated fee, an overrun of up to 10% is deemed contractually compliant. KOA Studio will inform the client of larger deviations and the expected additional fee. An explicit notice will be provided where the expected overrun exceeds 20% of the estimate. The additional fee is deemed accepted if the client does not object within two working days after receipt of the written notice. If KOA Studio fails to identify additional costs caused by client change requests, 75% of the resulting additional production costs may be charged.

2.4 The agreed fee covers only the services expressly included in the proposal. Additional services, ancillary services and expenses may be charged separately.

2.5 If the client withdraws from an agreed contract without fault on the part of KOA Studio, the client bears all costs incurred up to the date of withdrawal.

2.6 Weather-related postponements or interruptions are not included in calculated production costs. Resulting additional costs and additional shoot days or shoot time not caused by gross negligence or intent on the part of KOA Studio are charged separately.

2.7 If the client postpones a shoot less than 14 days before the agreed date, KOA Studio is entitled to reimbursement of the additional costs caused by the postponement.

3.1 Individually agreed prices or KOA Studio's applicable pricing basis apply.

3.2 All prices are exclusive of statutory VAT.

3.3 Unless a fixed price has been agreed, costs that could not reasonably be anticipated at the time of contracting may be charged in an appropriate amount.

4.1 KOA Studio is liable within the scope of statutory provisions for damage caused intentionally or through gross negligence.

4.2 Defects must be notified no later than two weeks after delivery of the master. Purely editorial, content-related or subjective aesthetic preferences do not constitute a technical defect.

4.3 Claims for damages in connection with defects remain subject to the applicable statutory requirements, including cases of fraudulent concealment and culpably caused damage.

5.1 Production is based on the script, storyboard, layout film or written outcome of the final pre-production alignment supplied or approved by the client. Production begins once the written order or a written confirmation of the production briefing has been accepted.

5.2 KOA Studio will produce the work to a quality standard consistent with the studio's showreel and references.

5.3 KOA Studio is responsible for the technical and artistic execution of the production. The client remains responsible for the factual accuracy and legal admissibility of client-provided content where KOA Studio follows the client's instructions.

5.4 Client-provided production material must be supplied in good time and in a commonly usable format. Significant preparation or conversion work may be charged separately.

5.5 The client warrants that it holds the rights required for the agreed processing of materials supplied to KOA Studio and grants KOA Studio the rights necessary to perform the project.

5.6 Liability for loss or damage to physical material supplied by the client is governed by statutory law. The client remains responsible for maintaining appropriate backups of digital data supplied to KOA Studio.

5.7 If the client requests the use of specific music, the client warrants that the necessary rights are available or will be properly licensed.

5.8 KOA Studio is not liable for disruptions at third-party premises caused by recordings arranged by the client where KOA Studio is not responsible for the disruption.

5.9 Until acceptance, KOA Studio bears the risk of loss or damage to the production created by KOA Studio within the scope of statutory provisions.

6.1 KOA Studio delivers the completed production through the agreed digital or other delivery method. The client confirms acceptance in writing within ten days. If no substantiated objection is raised within this period, the production is deemed accepted.

6.2 The client is obliged to accept the production if it conforms to the agreed scope, approved concept or script and customary quality standard. Deviations implemented at the client's request do not prevent acceptance. Purely subjective aesthetic objections do not justify refusal of acceptance.

6.3 Complaints must be set out in writing and in a comprehensible form within ten days after delivery.

7.1 Delivery dates are agreed between KOA Studio and the client during the project. KOA Studio informs the client of the intended production schedule.

7.2 If KOA Studio becomes aware that an agreed schedule cannot be met, the client will be informed without undue delay of the reason and expected duration of the delay.

7.3 Delays caused by change requests, late client contributions or other circumstances attributable to the client extend the completion date by at least the period of the resulting delay where reasonably necessary. If production is delayed for more than six months due to circumstances within the client's responsibility, KOA Studio may withdraw from the contract; costs incurred up to that point remain payable.

7.4 Where the schedule is delayed by circumstances beyond KOA Studio's reasonable control despite due care, including strikes, lockouts, official orders or general telecommunications failures, the acceptance date is extended accordingly.

KOA Studio and the client mutually undertake to keep confidential all business and trade secrets learned in connection with the contractual relationship and to ensure appropriate confidentiality measures for employees and engaged third parties. This obligation survives termination of the contract.

9.1 KOA Studio ensures that it holds the rights required to perform the contract in relation to its own concepts, scripts and services. This does not apply to materials supplied by the client or third-party rights whose potential relevance has expressly been brought to the client's attention.

9.2 Ownership of raw materials, intermediate products and concepts or production documents created by KOA Studio remains with KOA Studio unless otherwise expressly agreed.

9.3 The client receives the usage rights agreed in writing with respect to duration, territory, media and scope. Usage rights transfer only after full payment of the agreed remuneration.

9.4 Unless expressly agreed otherwise, KOA Studio may use completed and published work without time or territorial limitation for its own portfolio, presentation and promotional purposes.

9.5 Edits or modifications beyond the agreed scope of use remain subject to the applicable contractual rights arrangement.

Creative or journalistic services may, where the statutory requirements of the German Artists' Social Insurance Act (KSVG) are met, trigger a levy obligation for the client. The client is responsible for determining and fulfilling any applicable registration or payment obligation. Any such levy must not be deducted from invoices issued by KOA Studio.