Legal

GENERAL TERMS AND CONDITIONS

for the members of Inventors Boutique

relating to the “Service Contract regarding the production of an audio-visual work”

Zurich, 1st July 2024

1. OBJECT OF THE CONTRACT

1.1 Scope: These General Terms and Conditions (“GTC”) form an integral part of the Service Contract regarding the production of an audio-visual work (“contract production”) between the party ordering the work (the “Customer”) and Inventors Boutique (the “Producer”). These GTC apply to all audio-visual works produced by the Producer for the Customer, even if not explicitly referenced in each case.

1.2 Service Contract: The Service Contract comprises an individual contract and these GTC. It is concluded by signing the individual contract, accepting an offer or price estimate, or issuing any other form of confirmation/agreement.

1.3 Agency Representation: If the Customer is represented by an agency, both the Customer and the agency are jointly and severally liable, unless the agency presents a full power of attorney signed by the Customer or the Customer signs the Service Contract themselves.

1.4 Confidentiality: The Producer must maintain confidentiality and exercise due diligence regarding all documentation, information, and objects accessed during production.

1.5 Definitions:

• First day of shooting: The commencement of image data production intended for the Work.
• Commercial: A work displayed in the media (e.g., TV, cinema, social media) in return for a placement fee.

2. PRODUCTION AND DELIVERY

2.1 Production Standards: The Producer shall produce the Work based on the agreed requirements and approved production details, complying with international quality standards for film production.

2.2 Interim Presentations: Periodic acceptance checks (e.g., PPM, picture editing) ensure alignment of expectations between the Customer and Producer.

2.3 Contact Reports: Updates to the production briefing documented in contact reports become part of the contract.

2.4 Customer Cooperation: The Customer must fulfill all cooperation duties timely to avoid delays and ensure quality.

2.5 Revisions: The Producer shall consider reasonable revisions proposed by the Customer within the agreed framework. Additional costs and time may apply for changes beyond the original scope.

2.6 Delays: Delivery dates will be adjusted for unforeseen delays not caused by the Producer. The Producer will inform the Customer immediately about any delays and their consequences.

2.7 Acceptance of Work: The Customer can refuse the Work only for serious defects or significant deviations from the agreed conditions, providing the Producer a reasonable period to rectify issues.

2.8 Delivery: The Producer shall deliver the finished Work on a standard storage medium or make it available for download. Software components used to create the Work are not included in the delivery.

3. CANCELLATION OF THE PRODUCTION

3.1 Cancellation Terms:

• 10+ days before shooting: Customer covers all costs incurred plus full mark-up.
• 5-9 days before shooting: Customer covers all costs incurred, at least 50% of the Price, plus full mark-up.
• <5 days before shooting: Customer pays the full Price.

3.2 Rights to Recordings: The Producer retains rights to existing recordings and preparatory works unless approved for other use by the Customer.

3.3 Force Majeure: If force majeure prevents production completion, either party may withdraw, but the Customer must compensate the Producer for work done and substantiated additional costs.

4. ASSUMPTION OF RISK AND INSURANCE

4.1 Producer’s Insurance: The Producer insures interests under their control as required by law and for sensible measures, such as employee and third-party liability insurance.

4.2 Customer’s Risk: The Customer bears risk for interests under their control, including props and products provided. The Customer guarantees that provided materials do not violate legal provisions or third-party rights and indemnifies the Producer against claims.

4.3 Post-Delivery Risk: Risk transfers to the Customer upon delivery, even if the master is stored by the Producer or their suppliers.

5. PRICE

5.1 Fixed Price: The contract specifies a fixed Price covering production and rights of use granted to the Customer.

5.2 Exclusions: The Price does not include:

• Customer’s costs if shooting on their premises or involving their employees.
• Costs payable to third parties engaged by the Customer.
• Additional costs due to changes requested by the Customer.
• Charges for rights administered by collecting societies.

5.3 Special Risks: Additional costs for special risks (e.g., weather conditions) not included in the Price must be borne by the Customer.

6. RIGHTS TO THE WORK

6.1 Rights Acquisition: The Producer acquires necessary rights from originators and other right-holders for the Customer’s use, excluding those specified in clause 6.2.

6.2 Music and Third-Party Rights: Rights for music, archive material, and performances must be separately regulated and paid for. Extensions of use are negotiated by the Producer on behalf of the Customer.

6.3 Granted Rights: Upon full payment, the Producer grants the following rights within Switzerland:

• Non-commercial Works: For 5 years, rights to publish, perform publicly, and make available on the Customer’s website.
• Commercials: For 3 years, rights to publish, broadcast, and make available online, including as paid media.

6.4 Extension of Rights: Use period extensions require an annual fee of 10% of the Price. Rights under clause 6.2 must be separately obtained and paid for.

6.5 Territorial Expansion: Additional charges apply for use outside Switzerland (e.g., 30% for the EU, 50% for worldwide rights). These charges cover a one-year period following first use in the new territory.

6.6 No Guarantee of Rights Extension: Extension of use periods or territories depends on third-party rights holders.

6.7 Additional Copies and Changes: The Customer may order additional copies, different language versions, and changes from the Producer for an additional cost.

6.8 Retained Rights: The Producer retains rights not expressly granted, including adaptation rights, naming rights, use for festivals/PR, and concepts not implemented.

6.9 Liability: The Producer is not liable for content not developed by them, third-party rights infringement, unauthorized processing, or unapproved internet use. The Customer indemnifies the Producer against related claims.

6.10 Collecting Societies: Payments from collecting societies belong to the Producer or respective originators.

6.11 Buy-out Clause: A “buy-out” clause only applies to rights created by the Producer’s employees. Rights of key third parties must be explicitly regulated.

7. STORAGE

7.1 Master Ownership: The Producer retains ownership of the original master and unused recordings. The Producer stores the master free of charge for at least five years.

7.2 Storage Extension: After five years, the Producer may offer to continue storage for a fee. If declined, materials may be sent to the Customer or destroyed.

7.3 Props and Materials: Special props and materials are stored only if requested by the Customer and at their expense. Otherwise, they may be destroyed after acceptance of the Work.

8. TERMS OF PAYMENT

8.1 Commercial Projects:

• 1/2 upon contract conclusion.
• 1/4 before the first day of shooting.
• 1/4 upon final acceptance.

8.2 Other Projects:

• 1/3 upon contract conclusion.
• 1/3 before the first day of shooting.
• 1/3 upon final acceptance.

8.3 Payment Delays: Delays in partial payments entitle the Producer to postpone or terminate the production and claim full compensation.

9. MISCELLANEOUS PROVISIONS

9.1 Expert or Mediator: The Swissfilm Association may provide an expert or mediator at the parties’ request and expense.

9.2 Insolvency: Insolvency or similar proceedings entitle the other party to withdraw from the contract immediately.

9.3 Governing Law: Swiss law governs this contract, excluding conflict of law rules and international treaties.

9.4 Dispute Resolution: Disputes are settled by the ordinary courts at the Producer’s domicile.

9.5 Place of Performance: The Producer’s domicile is the place of performance.

9.6 Priority of Agreements: Individual agreements take precedence over these GTC. These GTC take precedence over other general terms unless issued by a Swissfilm Association member.

9.7 Version and Language: These GTC, effective from 1st July 2024, are issued in German, French, and English. In case of contradictions, the German version prevails.