Terms of Service
1.1 These general terms and conditions apply to the conclusion of the contract itself and to all contractual relationships
between MiDiA GmbH, dd managing director Alexander Ditting and Daniel Miletic, Sudetenstr. 38, 74321
Bietigheim-Bissingen (hereinafter referred to as "MiDiA" or also "we") with entrepreneurs within the meaning of Section 14 of the German Civil Code (hereinafter
"Customers" or "You"), regardless of the type and scope of the service in the context of current and future
1.2 Our terms and conditions apply exclusively. MiDiA contradicts the application and inclusion
General terms and conditions of the customer. Deviating or supplementary terms and conditions only apply after
written (§ 126 Abs. 1 BGB) approval by MiDiA.
1.3 Should individual clauses of these contractual conditions be wholly or partially invalid, this affects the
The remaining clauses are not valid. The parties agree to the ineffective clause by another
replace that comes as close as possible to the economic purpose of the ineffective regulation and is in turn effective.
The same applies to gaps in the regulations with regard to the purpose of the contract.
2. Order completion and changes
2.1 Our offers are aimed exclusively at entrepreneurs within the meaning of § 14 BGB.
2.1 The individual offers of MiDiA are with the specified services and costs with the
Provided that due to external cost developments, the agreed total by a maximum
Can increase 10% of the remuneration amount specified in the offer. MiDiA services not specified in the offer,
which nevertheless subsequently turn out to be necessary for the implementation of the purpose of the contract are in accordance with
to pay for separate agreements separately; the rights from § 313 paragraph 3 BGB remain unaffected. Nakedness
Cost estimates are generally non-binding.
2.2 The written offer to customers is considered confirmed if the services offered there are without changes
were countersigned by signature; telecommunications is sufficient to maintain the required written form
Transmission (Section 127 (2) BGB). A separate written order confirmation is only valid if it is clearly related
(Mention of the offer / order and overall performance). Unless otherwise stated, the respective offer is only valid
up to two weeks after receiving the offer. Order confirmations from MiDiA replace an order from the customer, if not
an objection is made in writing within two weeks; the MiDiA will indicate in the order confirmation the importance of a
expressly indicate the absence of objection.
3. Object of performance
3.1 The basis of the business relationship is exclusively the written offer or the non-contradicted one
Order confirmation from MiDiA, in which the agreed scope of services, the service time and the remuneration
are held; Any flat-rate fees charged are based on the probable effort of the respective
Performance up to the maximum time units specified there, if applicable. Cost statements serve as an orientation
for the use of the agreed fee budget.
3.2 MiDiA assumes the obligation to install and operate media technology components
(in particular recording, playback and control components (hardware and software) and, if necessary, for
Conception, recording or creation (production) of audio and / or video works, photographic and / or film works for
the customer according to the respective stipulations of the order placed. Production effort, creation of raw material,
Processing and the granting of usage rights for certain formats may constitute one
Overall performance. Unless otherwise expressly agreed, the functional or editorial integration is however
of works in certain media not owed.
3.3 Installation and operation of media technology components described by MiDiA in the offer
are pure services. If not expressly stated otherwise in the offer, a certain success is the
respective services (e.g. in the sense of a sales success, a certain media placement or media coverage)
not owed. Unless otherwise expressly agreed, media technology components are provided
only for the duration of the event in question and only for installation and operation by von
MiDiA owed employees; This does not result in an intermediary relationship (such as rent) with the customer
3.4 There is also freedom of design within the framework of the order placed; a right to create a
certain visualization in picture and sound with certain means of production or actors exists subject to
express provisions of the respective content of the offer.
3.5 MiDiA is only obliged to return film, sound and / or image files or raw materials insofar as it is
is required or expressly determined according to the purpose of the order.
3.6 Subsidiary agreements or changes to the contract require the written consent of
Management of MiDiA.
3.7 Unless expressly agreed otherwise in writing, MiDiA can fulfill its contractual
Obligations to use the services of suitable third parties.
3.8 We do not accept any responsibility for the delivered data material or related storage media; we
are in particular not obliged to keep them or to return them to the customer.
4. Time of performance, dates and delivery times
4.1 The beginning, the duration and, if applicable, individual sections of the commissioned service result exclusively from
the written offer. The specified dates and delivery times are otherwise non-binding as long as they are made by MiDiA
not expressly confirmed in writing as binding.
4.2 Delays in performance for which MiDiA is not responsible (e.g. due to the lack of cooperation from the
Customers or force majeure) entitle to the extent of the delay plus a reasonable start-up time
Extension of agreed performance targets. This also applies if MiDiA is in the
Default. MiDiA will inform the customer about any delays from their service sphere immediately after their
Inform when you gain knowledge.
5. Special contractual obligations of the customer
5.1 It is an essential contractual obligation of the customer to MiDiA with all available to him for the realization of the
necessary or relevant documents, approvals from third parties and official
To grant permits in good time, to provide all the necessary information and MiDiA about all
to promptly notify contract-related processes and circumstances. This also applies to documents and processes
and circumstances that only become known during the work of MiDiA.
5.2 The customer has the media technology components used by us as part of his
To adequately protect traffic safety from theft, unauthorized commissioning and damage and only
to have it operated by our employees or by third parties trained by us. The customer is obliged in the course
all relevant safety, accident prevention and occupational safety regulations as well as the
Observe road traffic regulations and ensure compliance with them. The customer entertains with regard to the
Sufficient liability insurance for the use of media technology components in his risk sphere.
5.3 The catering of our employees during an event is provided by the customer free of charge
7. Obligation to maintain confidentiality
7.1 MiDiA undertakes to keep all business and trade secrets of the customer secret indefinitely and not
pass them on to third parties or exploit them in any way outside the purpose of the contract. The customer is on his part
obliged to mark all documents confidential in the aforementioned sense with the note "Confidential" or
to communicate expressly with this reservation.
7.2 All documents in written and text form, video and audio content, drawings and other information, in
embodied or non-embodied form that the other contracting party receives based on the business relationship
or has received so far, this may only within the scope of the respective contract purpose or the contract initiation
8. Concept presentation
8.1 All copyrights and trademark rights existing in the context of the creation of concepts and presentations
from MiDiA are to be observed by the customer.
8.2 Unless otherwise agreed, MiDiA retains ownership of the work performed or all rights
forward to this. If MiDiA does not receive an order after the offer has been made, the customer is embodied in the case of possession
Works services (graphics, texts, images, film material, programs) are obliged to do so immediately upon request
to be returned to MiDiA or to be deleted from any storage media without leaving any residue. The customer is not entitled
these services and the concepts and / or business information of MiDiA embodied therein - in whatever form
always - to reproduce, use, edit or for yourself or third parties without prior written consent
9.1 Insofar as services by MiDiA are billed according to the time required, MiDiA will manage the time required and
the expenses in the specified service areas book. The customer keeps the bookkeeping of the time as
binding accounting basis recognized; if the customer wants to assert their inaccuracy, he bears the
Burden of proof. If additional or subsequent requests from the customer in the course of order processing, the
agreed service by MiDiA after the maximum hours specified in the order offer by more than 10%
exceeded, the excess effort will be charged according to the current price list.
9.2 The MiDiA services subject to payment as well as third-party costs are subject to other agreements
basically billed after their provision, whereby MiDiA is entitled to cover their services for their services
Advances of up to 50% of the total remuneration specified in the order or payments on account
desire. If the performance remuneration is calculated according to months, invoicing takes place on the 3rd
Business day of the following month.
9.3 The respective fees and expenses are after invoicing plus the applicable VAT
due without deduction within two weeks. If the customer has no objections by the end of this period
If you have made a written request to MiDiA, the invoice amount is deemed to be recognized within the meaning of Section 212 (1) No. 1
BGB; MiDiA will expressly point out the importance of no objection in the invoicing.
9.4 As far as MiDiA is necessary in the contractual provision of services or on behalf of the customer
If the customer has made commitments to third parties, the customer agrees to these commitments
To fulfill the contract. The customer exempts MiDiA from any third party claims.
9.5 Unless expressly agreed otherwise, reproductions and any music rights (e.g. GEMA and
Performance fees) not included in the price.
10. Offsetting / retention
A right of set-off or retention of the customer only exists for claims that have been recognized in writing or
11. Retention of title
Delivered goods remain property of MiDiA until they have been paid for in full.
12. Granting of usage rights
12.1 To the contracted work performance as well as to all related materials and
Illustrative documentations exist copyrights to which MiDiA is only entitled. The regulations
of the Copyright Act are also deemed to have been agreed if the amount of creation required by Section 2 UrhG in
Individual case has not been reached. Unless otherwise specified in the offer, MiDiA grants the customer at the works for
the use determined in the respective order, the spatial, temporal and content unlimited, exclusive, however
non-transferable right of use. These include in particular (a) the worldwide right to permanent or
temporary reproduction, in whole or in part, by any means and in any form, for example for permanent purposes
and / or volatile storage on electrical, electromagnetic, optical storage media, such as any kind of
Hard drives, RAM, DVD, CD-ROM, memory cards, USB sticks etc., as well
(b) the wired or wireless communication to the public, including the public, worldwide
Accessibility in such a way that the performance members of the public of places and at times of their choice
12.2 The customer is not entitled to exercise the above rights in full or in full without the written consent of MiDiA
to be transferred in part to third parties or to split off simple rights and to grant them to third parties.
12.3 Furthermore, the customer is not entitled to do so without the written consent of MiDiA
to process the contractual work performance, in particular yourself or through other agencies or others
Redesign third parties.
12.4 Unless otherwise agreed, MiDiA is not exclusively entitled to the works at any time
For demonstration purposes or as a reference for their work. For this purpose, it can, among other things, reproduce
produce individual parts of the work, publicly show, exhibit, demonstrate, send or otherwise
Recycle way. MiDiA has to respect the rights of the customer and name him as the client.
12.5 MiDiA is entitled to mention its name as the author in connection with the work performed
in a manner customary in the industry, provided that there are no legitimate interests of the customer opposing this. The customer is
obliged to communicate these legitimate interests when the contract is concluded.
12.6 The transfer of the rights of use according to No. 12.1 takes place only at the time of the complete
Remuneration payment by the customer. Until the full payment has been made, MiDiA permits the use,
which can be revoked subject to further rights for the duration of a delay in payment.
12.7 Customer suggestions for technical, design and other reasons or other cooperation leave the
Amount of the remuneration unaffected. They do not give rise to any rights in the work performed by MiDiA.
13. Termination and performance disruption
13.1 Until the start of production or event specified in the respective order, the customer is entitled to
withdraw from the contract in writing. In this case, MiDiA is entitled to reimbursement of all external costs
necessary costs and expenses that have arisen in the contractual provision of services until then
because the customer has taken over these costs directly. In this case, MiDiA reserves the right to use the agreed
Remuneration also taking into account the usually saved expenses and the possibilities of other means
Use as a lump sum as follows:
a. In case of cancellation up to 2 weeks before the start of production or event: 25% of the agreed total remuneration
b. Withdrawal up to 1 week before the start of production or the event: 50% of the agreed total remuneration
c. In case of withdrawal from 2 days before the start of production or event: 100% of the agreed total remuneration
The customer is free to provide evidence of higher saved expenses or other use.
13.2 Insofar as an agreed date for the creation due to a circumstance for which MiDiA is not responsible
the works cannot be complied with, MiDiA reserves the right to offset the actual additional costs of
to get the customer replaced.
14.1 Regardless of the legal reasons, MiDiA or its vicarious agents are only liable for damage
that were caused intentionally or through gross negligence, or insofar as it is damage from injury to life,
of the body or health, or in the event of a breach of an essential contractual obligation or
Cardinal obligation. The provisions of the Product Liability Act also remain unaffected. Otherwise there is liability
locked out; this also applies in particular to delay or consequential damage such as B. lost profit,
lack of savings and other indirect damage.
14.2 In the event of a breach of an essential contractual primary or cardinal obligation that is based on simple
Negligence, or in the event of damage that is due to gross negligence of a simple
MiDiA's vicarious agents, liability is also based on the typically foreseeable damage in individual cases
15.1 In the case of an expressly agreed work performance or the purchase of objects, the customer will do so immediately
examine after handover and immediately inform MiDiA in writing of obvious errors.
15.2 Only technical or format-specific deviations count as defects
- of the condition stipulated in the contract, otherwise
- required by the contract, or
- of the plant-specific, normal suitability for use, insofar as the work performance is not of a nature
which is customary for works of the same type and which the customer can expect according to the type of work.
The customer's content, conceptual or design complaints must be taken into account before acceptance
the freedom of design of MiDiA according to the previous point. 3.4 to collect.
15.2 If a defect is evident, the customer is obliged to report this to MiDiA in writing within two weeks. in the
The defect and its manifestation must be described in the context of the written notice of defects. The regulations of §
377 of the German Commercial Code (HGB) on the obligation to examine and notify under commercial law remain unaffected. If the complaint proves to be justified,
the customer sets MiDiA a reasonable deadline for subsequent performance in the form of subsequent improvement.
15.3 In addition, for the implementation of the subsequent performance for the same or directly related
Deficiency in performance MiDiA will allow two attempts within a period reasonably set by the customer. After the second
the customer can withdraw from the contract or reduce the agreed fee.
The right of withdrawal or reduction can already be exercised after the first unsuccessful attempt at subsequent performance,
if a second attempt within the set period cannot be expected of the customer. If the supplementary performance is below
The customer has the right to reduce or withdraw from the contract immediately
to. Withdrawal due to an insignificant defect is excluded. MiDiA is entitled to rectify any errors
it is actually impossible or unreasonable for economic reasons to implement an alternative solution if it is too
Is suitable for achieving the purpose specified in the contract.
15.4 The warranty period for defects is one year.
16. Third Party Rights
16.1 If MiDiA uses third parties (vicarious agents) to fulfill the order, it becomes the one owed
Acquire the necessary usage rights to provide the service and grant them to the customer to the same extent. Should this be
the customer will be informed.
16.2 Insofar as the creation and / or use of the works in accordance with the order has the rights of third parties -
in particular the right to one's own image, general personal rights as well as trademarks, ancillary rights or
Copyrights (e.g. in architectural works or works of art) - impaired, which are not those of MiDiA
relate to the means of production provided in accordance with the contract as such or performers of the MiDiA (e.g. for event recordings,
Recordings with third parties in front of certain backdrops and structures), it is solely the responsibility of the customer and secures them
to uphold all rights of third parties or to obtain all necessary consents and approvals beforehand.
16.3 The customer will therefore only publish or suggest content proposed or produced by MiDiA
and release dissemination if necessary by availing himself of the legal harmlessness
expert advice, or if he is willing to do so with the implementation of the action
associated risk to bear itself. MiDiA itself does not provide legal advice.
16.4 Otherwise, the customer indemnifies MiDiA from all claims made by third parties against MiDiA due to the
Assert violation of your rights through the services provided by MiDiA in accordance with the order. The customer takes over
Here also all costs necessary for the legal defense of the MiDiA, including all judicial and
Legal fees. This does not apply if the customer is not responsible for the infringement. It is disputed whether a
such a claim exists from a third party, and the customer expressly asserts the non-existence of the claims,
so the customer can avoid the right to recourse by using MiDiA for the defense against the claims in advance
provides sufficient security for procedural costs and claims for damages and joins the dispute.
17.1 All of our business relationships with our customers are subject exclusively to the law of
Federal Republic of Germany.
17.2 The place of performance and jurisdiction for all claims from the business relationship is the seat of MiDiA in
Bietigheim-Bissingen; However, MiDiA is entitled, at its option, to make its own claims at the place of jurisdiction of
To assert customers.