Terms

This is a translation for convenience only. The German version is legally binding.

Tunnelblick Media KG

General Terms and Conditions of Engagement and Delivery

for Film Production & Media Production

Last updated: October 2026 (Version 4)

1. General Provisions and Scope

1.1 Scope

These General Terms and Conditions of Engagement and Delivery of Tunnelblick Media KG (hereinafter: the "Producer") apply to all commissioned productions, services and deliveries and form an essential part of every offer and contract. They are designed exclusively for legal transactions between businesses (B2B).

Should these terms exceptionally apply to legal transactions with consumers within the meaning of the Austrian Consumer Protection Act (Konsumentenschutzgesetz, KSchG), they apply only insofar as they do not conflict with the mandatory provisions of that legislation, in particular the KSchG and the Austrian Distance and Off-Premises Transactions Act (Fern- und Auswärtsgeschäfte-Gesetz, FAGG).

1.2 Conclusion of Contract and Applicable Version

The Producer is legally bound only by an offer confirmed with the company's authorised signature or by signing the production contract. By signing the order letter or the order confirmation, the Client accepts these terms. The version that was attached to the offer or expressly referred to in it applies; later amendments to these terms apply only to contracts concluded thereafter. Conflicting or deviating terms of the Client are not recognised unless expressly agreed to in writing.

1.3 Producer's Intellectual Property in Preliminary Work

The film work is produced on the basis of the concept or screenplay approved or provided by the Client. Treatments, screenplays, concepts, storyboards, plans and similar preliminary work created by or on behalf of the Producer remain the intellectual property of the Producer unless a separate fee agreement has been made for their transfer. Any use of these materials by the Client requires the Producer's written consent. Documents supplied by the Client may be reclaimed at any time.

1.4 Screenplay

A screenplay is a mandatory part of the production only if this has been expressly agreed in writing.

1.5 Written Form Requirement

Amendments and additions to these terms and to the production contract require written form to be effective. This also applies to any waiver of this written form requirement. Text form (e-mail) satisfies the written form requirement.

2. Costs and Fees

2.1 Scope of Services and Price

The agreed price includes the production costs, one screenable first copy, the revision rounds described in clause 3.3 and the grant of rights of use pursuant to clause 8. Other services (e.g. treatments, screenplays, foreign-language versions, additional editing rounds, archiving pursuant to clause 8.6) must be agreed and remunerated separately.

2.2 Weather-Related Additional Costs

Weather-related postponements of shooting dates are not included in the agreed price. Additional costs arising from them (e.g. repeated travel to and from the location, location fees, crew day rates) are charged at actual cost plus a handling surcharge (HS) of 15 %.

2.3 Delays Caused by the Client

Delays based on circumstances within the Client's sphere – in particular due to late delivery of briefing documents, image or sound material, feedback, necessary approvals or other contributions required to carry out the production – are borne exclusively by the Client. In such cases the Producer is entitled to reimbursement of the resulting additional costs and to a reasonable postponement of deadlines. Shooting days already booked that cannot be used at the Client's request or through the Client's fault are invoiced to the Client at the agreed day rate; the Producer must credit against this whatever it saves as a result or earns through other use of the shooting days.

2.4 Treatments and Screenplays

The creation of a treatment or screenplay may be agreed and remunerated separately. The agreed price for a treatment or screenplay is payable in full even if the work is not filmed. Works supplied by the Client (e.g. texts, scripts) must be transferred to the Producer together with the rights of use required for them.

2.5 Professional Advice

Costs of professional advice from third parties (e.g. lawyers, trademark clearance searches) initiated by and agreed with the Client are borne by the Client.

2.6 Insurance

The Producer does not take out separate production insurance (e.g. cancellation, equipment or location insurance) for an individual production. Taking out such insurance, in particular for damage to the shooting location, to props or to persons, is the responsibility of the Client or may be arranged by the Producer at the Client's request and expense. The Producer's liability is governed exclusively by clause 5.

2.7 Use of Subcontractors

The Producer is entitled to engage subcontractors, freelancers and third parties to fulfil its contractual obligations. They are selected at the Producer's due discretion. Where the Producer awards services to external service providers (e.g. camera or drone operators, voice-over artists, sound design, motion design, make-up, lighting, post-production services), these are themselves responsible for the services they render (clause 5.3). The Producer ensures that the rights required for the grant of rights of use pursuant to clause 8 are validly acquired from these persons.

2.8 Prices and VAT

All prices are stated in euros, net, plus the statutory VAT applicable at the time.

3. Production, Acceptance and Changes

3.1 Start of Production

Work begins no earlier than upon signing of the production contract. The Producer is not obliged to begin any work in advance before the contract is concluded.

3.2 Artistic and Technical Design

The artistic and technical design of the production lies with the Producer within the framework of the agreed concept. The Client will be informed about the course of production in an appropriate manner.

Where they form part of the commission, the concept, treatment, mood board, storyboard, shot list, look & feel and rough cut are submitted to the Client for approval. Approvals must be given in text form (e.g. e-mail). An approval once given is binding for the further production; later requests for deviations are deemed change requests and are handled in accordance with clause 3.3 or 3.5. If no feedback is received within 5 working days on a draft submitted for approval, the draft is deemed approved, provided the Producer pointed out this legal consequence when submitting it.

3.3 Revision Rounds

Unless expressly agreed otherwise, the agreed fee includes two revision rounds (feedback rounds). The first round takes place after completion of a first cut, the second after the first round's feedback has been incorporated. For each round, the Client consolidates its feedback into a single collected written response. Further change requests after completion of these revision rounds are charged separately on a time-and-effort basis plus HS of 15 %.

3.4 Acceptance and Deemed Acceptance Period

After delivery of the completed work, the Client has 7 working days to reject the work in writing. Working days are Monday to Friday, excluding public holidays. A rejection must contain specific, comprehensible notices of defects; insignificant defects do not entitle the Client to refuse acceptance. If no written notice of defects is given within this period, the work is deemed accepted. Acceptance is also deemed to have occurred as soon as the Client publishes or otherwise uses the work. The deemed acceptance period begins at the time the completed work is delivered (e.g. download link, e-mail, physical handover).

Note: Acceptance triggers the obligation to pay the final instalment (see clause 6.1).

3.5 Changes after Acceptance

Change requests by the Client after acceptance must be submitted in writing and are entirely at the Client's expense. They are charged on a time-and-effort basis plus HS of 15 % and require a new written order.

3.6 Changes by the Producer

Technically or artistically necessary changes by the Producer that cause additional costs require the Client's prior written consent.

3.7 Foreign-Language Versions

Foreign-language versions (dubbing, subtitling, translation) must be agreed and remunerated separately.

3.8 Delivery Period

Agreed delivery dates are guideline values unless a binding fixed date has been expressly agreed. Delays from the Client's sphere (see clause 2.3) extend delivery periods accordingly.

4. Withdrawal by the Client (Cancellation Policy)

4.1 Cancellation by the Client

If the Client withdraws from the contract or cancels the order for the work without fault on the part of the Producer, the Producer is entitled to the agreed remuneration less whatever it saves as a result of the work not being carried out or earns through other use of its labour and resources. For this purpose, the parties agree the following flat rates, which already take the saved expenses into account. The decisive point in time is the receipt by the Producer of the written cancellation before the agreed start of production (start of shooting or first production day):

Cancellation more than 30 days before the start of production: 25 % of the agreed total fee
Cancellation 15 to 30 days before the start of production: 50 % of the agreed total fee
Cancellation less than 15 days before the start of production: 80 % of the agreed total fee

The Client remains free to prove that the Producer has incurred a lower loss or achieved higher savings. Expenses already incurred and evidenced (e.g. travel costs, location fees, subcontractors already paid) must be reimbursed in addition to the cancellation flat rate, insofar as they are not already taken into account in the flat rate. Services already rendered and separable (e.g. concept, preparatory work) are invoiced separately according to effort, insofar as they exceed the cancellation flat rate.

4.2 Impossibility of Completion

If completion of the production becomes impossible due to circumstances for which neither party is responsible (e.g. force majeure, pandemic, natural disaster), the Client may withdraw from the contract. Services already rendered by the Producer (in particular shooting days, preparatory work, post-production steps) are charged at actual cost plus HS of 15 %.

5. Warranty and Liability

5.1 Limitation of the Producer's Liability

The Producer is liable only for intent or gross negligence. Liability for slight negligence is excluded – to the extent permitted by law. This applies in particular to consequential damage, loss of profit and indirect damage. Liability for personal injury and mandatory statutory liability provisions remain unaffected.

5.2 Copyright and Lawfulness

The Producer warrants that it does not use any copyright-protected content of third parties without appropriate authorisation. The Client is fully liable for the legal admissibility of all content it provides, in particular for obtaining the necessary consents of persons depicted (protection of personal images pursuant to § 78 UrhG) and for the rights to image, sound and text material supplied. The Client is also responsible for obtaining the consent of landowners and other entitled parties to filming at locations it determines.

5.3 Liability for Subcontractors

For third-party services within the meaning of clause 2.7, the respective external service providers are themselves directly responsible to the Client for their services. The Producer is liable for damage caused by subcontractors or commissioned third parties only in the event of proven fault in selection or insofar as it has breached its own duty of supervision or coordination. At the Client's request, the Producer assigns its warranty and damages claims against the respective external service provider to the Client, to the extent legally permissible, and supports the Client to a reasonable extent in enforcing them. External service providers proposed or demanded by the Client itself are engaged by the Producer at the Client's risk.

5.4 Warranty

The Producer owes a work in accordance with the concept agreed in writing or the offer and the approvals given by the Client (clause 3.2). A particular creative or commercial result, as well as conformity with the Client's personal ideas, expectations or taste, is not owed. A defect exists only if the work objectively deviates from the agreed characteristics (e.g. technical image or sound errors, failure to comply with agreed formats, lengths or specifications). Artistic and creative decisions within the framework of the agreed concept (e.g. visual language, camera work, editing, colour grading, choice of music), as well as deviations from design wishes not recorded in the concept or in the approvals, do not constitute a defect; they are treated as change requests in accordance with clause 3.3 or 3.5.

The warranty period is six months from acceptance. The Client must give written notice of defects without undue delay, but no later than within the period pursuant to clause 3.4, with a specific description. The Producer will remedy defective services, at its option, by repair or replacement; the Client may demand a price reduction or rescission of the contract only if the repair has failed or is impossible. The statutory presumption that a defect that becomes apparent within six months already existed at the time of handover (§ 924 ABGB) is excluded.

5.5 Data and Data Carriers

The Producer is not liable for loss of, damage to or alteration of data and data carriers as a result of technical defects, failures, ageing or wear of storage media, software errors, power failures, attacks by third parties, force majeure or similar causes for which the Producer is not responsible. This applies even if a fee is charged for data backup or archiving. Otherwise, the Producer is liable for data loss only in the event of intent or gross negligence. The Client is obliged to back up the final files delivered to it itself.

6. Terms of Payment

6.1 Due Date

Unless expressly agreed otherwise in the production contract, the following payment terms apply:

1/3 of the agreed total fee upon placement of the order (down payment)
1/3 of the agreed total fee after the shoot
1/3 of the agreed total fee after acceptance of the completed work

Invoices are due for payment without deduction within 7 days of the invoice date.

6.2 Default Interest, Collection Costs and Withholding of Performance

In the event of late payment, the Producer is entitled to charge default interest of 9.2 percentage points above the base rate pursuant to § 456 UGB as well as the flat-rate amount of 40 euros for collection costs pursuant to § 458 UGB. Further necessary and appropriate dunning and debt collection costs must also be reimbursed. The Producer is also entitled to withhold outstanding deliveries (in particular the handover of final files and the transfer of rights of use) until the agreed fee has been paid in full. Pursuant to clause 8.2, the rights of use in the work pass to the Client only upon payment in full.

6.3 Retention of Title to Work Results

All delivered work results (video files, data carriers, graphic elements, etc.) remain the property of the Producer until paid in full. Use by the Client before payment in full is not permitted.

6.4 Prohibition of Set-Off

Set-off of claims of the Client against fee claims of the Producer is excluded unless the counterclaim has been established by a court, has been expressly acknowledged in writing by the Producer, or is legally connected with the fee claim and the Producer is insolvent.

7.1 Processing of Personal Data in the Contractual Relationship

In the course of initiating and performing the contract, the Producer processes personal data of the Client (in particular name, address, contact details, payment information) on the basis of Art. 6(1)(b) GDPR (performance of a contract) and Art. 6(1)(c) GDPR (statutory retention obligations). The Producer's full privacy policy is available at www.tunnelblick.media/datenschutz.

7.2 Filming of Persons

Where persons are filmed or photographed during the production, the Client is responsible for obtaining the required written consents of these persons, in particular pursuant to § 78 UrhG (right to one's own image) and Art. 6(1)(a) GDPR. In the case of the Client's employees, care must be taken that consent is given voluntarily. The Client indemnifies the Producer against all related claims by third parties.

7.3 Data Processing on Behalf

Insofar as the Producer processes personal data on behalf of the Client during the production, the parties will, where required, conclude a data processing agreement pursuant to Art. 28 GDPR.

8. Copyright and Rights of Use

8.1 Producer's Rights in the Film Work

The Producer is the film producer (Filmhersteller) within the meaning of the Austrian Copyright Act (Urheberrechtsgesetz, UrhG) and holds the exploitation rights in the film work produced. Insofar as persons involved in the production (e.g. direction, camera, editing) hold copyrights in the film work, the Producer has acquired the rights required for exploitation and for the grant of rights of use pursuant to clause 8.2 (§ 38 UrhG). The copyright as such is non-transferable and is not transferred.

8.2 Grant of Rights of Use after Payment in Full

After payment in full of the agreed fee, the Producer grants the Client a non-exclusive, non-transferable licence to use (Werknutzungsbewilligung) for the rights of use expressly agreed in the production contract. These comprise exclusively:

Reproduction for the agreed purposes of use
Making available to the public on the agreed channels (e.g. website, social media, trade fair)
Broadcasting/transmission in the agreed media and territories
Duration and territory of use as set out in the production contract

All rights of use not expressly granted remain with the Producer. In case of doubt, the narrowest interpretation in favour of the Producer applies; the purpose-of-transfer principle (§ 33 UrhG) applies.

8.3 Excluded Rights

The following rights are excluded from the grant of rights of use unless expressly agreed otherwise in writing:

Adaptation, re-editing, dubbing or alteration of the content of the work
Sublicensing or transfer of rights of use to third parties
Use in cinema or on television (unless explicitly agreed)
Use for advertising purposes outside the agreed purpose of use
Use after expiry of the agreed period of use

8.4 Collecting Societies

The Producer makes the legally required notifications and settlements with the competent Austrian collecting societies (in particular VAM, Literar-Mechana).

8.5 Source Material

All source material (raw footage, RAW files, original files) remains with the Producer. There is no obligation to hand it over to the Client unless expressly agreed otherwise in writing.

8.6 Archiving of Material

All source material (raw data, RAW files, project files, edit versions) is archived by the Producer for a period of five (5) years after completion of the production, unless the Client expressly rejects archiving in writing no later than upon placing the order. Archiving is shown as a separate item in the offer.

The archiving costs constitute a one-off flat rate for the entire archiving period and amount to EUR 0.35 net per gigabyte (GB) of the data volume actually archived. As the final data volume is only known after completion of the production, the flat rate is invoiced with the final invoice; where possible, an estimate of the data volume is given in the offer. The price per GB stated in the offer applies to the entire order.

Archiving is a service and does not replace the Client's own data backup. The fee is owed for the provision and management of storage space, not for a guarantee of the permanent availability or recoverability of the data. Pursuant to clause 5.5, the Producer is not liable for technically caused data loss; warranty and damages claims arising therefrom are excluded. After expiry of the five-year archiving period, the Producer is entitled to permanently delete the material unless a separate extension agreement has been made. There is no obligation to hand over the source material to the Client during the archiving period either, unless expressly agreed otherwise in writing.

9. Miscellaneous Provisions

9.1 Opening and Closing Credits / Credit

The design of the opening and closing credits requires the Client's approval. The Producer is entitled to place its company name and/or logo on the work as a copyright notice.

9.2 Right to Use as Reference and for Self-Promotion

The Producer is entitled to use the work produced and excerpts from it as part of its own communication and advertising, in particular on its own website, on social media (Instagram, LinkedIn, Vimeo, YouTube), at trade fairs, in competition entries and in sample reels/showreels. This also applies to persons depicted, provided the Client has obtained the corresponding consents pursuant to clause 7.2. Content agreed to be confidential is excluded from this.

9.3 Place of Performance

The place of performance for all services of the Producer is the registered office of Tunnelblick Media KG, Eichenstraße 1A, 3385 Gerersdorf, Austria.

9.4 Place of Jurisdiction and Applicable Law

For all disputes arising from this contract, the court in St. Pölten having subject-matter jurisdiction at the Producer's registered office has local jurisdiction; for consumers, the mandatory statutory places of jurisdiction apply. Austrian law applies exclusively. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

9.5 Severability Clause

Should individual provisions of these terms be or become invalid or unenforceable, this does not affect the validity of the remaining provisions. The invalid provision is replaced by the valid provision that comes closest to the economic purpose of the invalid provision.

9.6 Supplementary Statutory Provisions

In all other respects, in particular in matters not regulated herein, the relevant statutory provisions of Austrian law apply, in particular the UGB, ABGB, UrhG and GDPR, as well as the industry-specific rules of the Austrian film industry.

For enquiries: Tunnelblick Media KG · Eichenstraße 1A, 3385 Gerersdorf · [email protected] · +43 664 1088500

UID: ATU76596319 · FN 549959 p · Commercial register court: Landesgericht St. Pölten