General Terms and Conditions of Sale and Service – Skynamic
1 Scope
These General Terms and Conditions apply exclusively. We do not recognize any deviating or conflicting terms unless we have expressly agreed to them in writing. They also apply to all future business between the parties, and even where we perform the services with knowledge of deviating or conflicting terms.
These General Terms and Conditions apply only vis-à-vis entrepreneurs, legal entities under public law, or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).
2 Offer, Acceptance
All our offers are non-binding unless the binding nature of the offer is expressly confirmed. Where the offer states a validity period, that period takes precedence.
Where the client’s order constitutes an offer within the meaning of Section 145 BGB, we are entitled to accept it within a period of one week. The client is bound by the offer for a period of one week. If the offer is accepted subject to amendments or additions, this constitutes a new offer, by which we in turn are bound for one week, calculated from the date of receipt by the client.
2a Options, Binding Confirmation, Short-Notice Surcharge
(1) Dates may be reserved on a non-binding basis as options. Options are ranked in the order in which they are received (1st option, 2nd option). An option does not establish any claim to performance.
(2) If a competing enquiry is received for a date held under option, Skynamic will ask the holder of the 1st option to decide. If no binding confirmation is given in text form within 24 hours on working days, the option lapses and the date becomes available to others.
(3) Options lapse at the latest 7 calendar days before the planned start of the shoot unless a binding confirmation in text form has been received by then.
(4) Where the binding confirmation is given at short notice, Skynamic charges a short-notice surcharge on the agreed remuneration:
- confirmation less than 7 calendar days before the planned start of the shoot: 10 %;
- confirmation less than 48 hours before the planned start of the shoot: 25 %.
(5) A confirmation given less than 48 hours before the planned start of the shoot does not establish any claim to performance. It is subject to the availability at short notice of crew, equipment and the necessary official permits; Skynamic confirms feasibility separately in text form.
3 Cancellation by the Client
In the event of early termination of the contract by the client, the statutory provision of Section 648 BGB is modified as follows. The decisive point in time is the receipt of the notice of termination in text form. All periods are counted in calendar days before the planned start of performance/travel, not in business days:
- upon receipt 14 calendar days or more before: 10 % of the agreed remuneration;
- upon receipt less than 14 but at least 5 calendar days before: 25 % of the agreed remuneration;
- upon receipt less than 5 calendar days but at least 48 hours before: 50 % of the agreed remuneration plus any pre-production costs already incurred;
- upon receipt less than 48 hours before, or once services have already been rendered (e.g. travel to location, set-up, installation of equipment, filming): 100 % of the agreed remuneration.
No deduction is made for expenses saved or for intermediate earnings actually obtained or maliciously omitted pursuant to Section 648 sentence 2, second half-sentence BGB.
The above scale does not apply if the early termination is due to force majeure and does not lie within the client’s sphere (in particular, impossibility of execution due to catastrophic weather, political upheaval, or the illness or death of an irreplaceable person involved in the production process). Even in these cases, the client owes 10 % of the agreed remuneration.
In any case of early termination, the client owes reimbursement of documented expenses, in particular travel and accommodation costs.
Postponement of a firmly booked date by the client is not a cost-free alternative to termination; crew and equipment remain committed to the original date. If the request to postpone is received in text form less than 5 calendar days before the planned start of performance/travel, 10 % of the agreed remuneration is charged; if received less than 48 hours before, 25 % – in each case plus costs already incurred, in particular for rebooking or new booking of travel services. If aviation permits have to be amended or re-applied for as a result of the postponement, the application work is charged again at a flat rate of 300.00 € per affected location; official fees are passed on additionally at cost. The new date constitutes a new booking.
4 Right of Withdrawal
We are entitled to withdraw from the contract if:
- the performance of the service is objectively or subjectively impossible within the meaning of Section 275 BGB;
- the client fails to fulfil their duties to cooperate pursuant to Section 8 and the execution of the order is thereby rendered unreasonably difficult;
- due to external conditions (e.g. weather, visibility and light conditions), proper execution of the order is not possible, or the order cannot be executed without a significant risk to the safety of the persons involved and/or the equipment used;
- an official permit granted upon our application for the execution of the order (e.g. filming permit, flight permit) is revoked or withdrawn, or otherwise loses its validity.
The withdrawal must be declared and justified to the client in text form.
If the withdrawal is made for reasons for which the client is responsible, our claim to remuneration remains in force.
If flight operations are impossible on a deployment day due to weather conditions, but the team has already travelled or is on site, the claim to remuneration for that day remains in force at the agreed daily rate. Reimbursement of documented expenses remains unaffected.
If a requested official permit is not granted, or if the airspace is closed or restricted at short notice, the foregoing provisions apply accordingly. Services already rendered, in particular the application and coordination with the authorities, as well as documented expenses, remain payable in such cases.
In any case of withdrawal by us, the client owes reimbursement of documented expenses, in particular travel and accommodation costs.
5 Remuneration, Payment
Prices are stated in EUR net, plus the applicable statutory value added tax, insofar as the transactions are subject to VAT under German law. The remuneration is due for payment within 14 days of invoicing and acceptance pursuant to Clause 7.
For cancellations and early termination by the client, Section 3 applies.
After the due date, default interest of 9 percentage points above the applicable base rate per annum will be charged, without a separate reminder being required. We reserve the right to claim further damages caused by default.
Costs for meals and accommodation shall be borne by the client. Otherwise, these costs will be invoiced.
5a Surcharges
Unless otherwise agreed in the offer, the following surcharges on the agreed remuneration apply: for deployment times from 22:00 (10 PM), a night surcharge of 180.00 € per hour for the pilot and 120.00 € per hour for the camera operator; the sixth consecutive shooting day is charged at 1.5 times, the seventh consecutive shooting day at 2 times the agreed day rate; operations on official German public holidays are charged at 2 times the day rate.
5b Early-Payment Discount, Instalments, Final Invoice
(1) Early-payment discount. Where the offer states an early-payment discount, the following applies: if the client declares in text form no later than upon placing the order that they wish to take the discount, the invoice is issued with a 2 % deduction on the fee and service items. The deduction does not apply to disbursed third-party or ancillary costs, in particular official fees, flight, hotel and travel costs, additional or excess baggage, or insurance. An invoice issued with the discount deduction is due for payment immediately upon receipt.
(2) Instalments. For orders exceeding EUR 7,000 net, Skynamic is entitled to require instalment payments. Where Skynamic exercises this right, 30 % of the agreed remuneration falls due upon commissioning, a further 30 % upon completion of the shoot, and the balance upon acceptance.
(3) Extended performance periods. Where performance extends over more than one calendar week, Skynamic is entitled to invoice the services rendered on a weekly basis. Section 632a BGB remains unaffected.
(4) Phases. Where services are rendered in several phases, in particular production and post-production, each phase is subject to separate acceptance and separate invoicing. Remuneration for completed phases remains payable even if the client does not call off subsequent phases or terminates the order in that respect.
(5) Final invoice. Services and costs that arise or become quantifiable only during or after completion of the project – in particular overtime, shortened rest periods, additional filming locations, weather-related cancellation days, additional and excess baggage, rebooking or new booking of travel services, and official fees – are invoiced separately in a final invoice. Instalments or advance payments already made do not preclude this.
(6) Reservation of dates. A date is reserved on a binding basis upon written confirmation of the offer (Clause 2a).
(7) Security. If, after conclusion of the contract, it becomes apparent that the claim to remuneration is jeopardised by the client’s lack of financial capacity, Skynamic is entitled pursuant to Section 321 BGB to withhold performance until payment or the provision of security.
6 Service
Skynamic GmbH is free to use the services of third parties to perform the service.
7 Acceptance
The provisions of the German Civil Code (BGB) apply to the acceptance of the services.
The filming services (footage captured on set) are deemed accepted as soon as filming is completed and the team leaves the location. Post-production services are deemed accepted as separately agreed with the client; in the absence of such an agreement, they are deemed accepted when one week has passed since the notice of completion in text form and the client has not expressly objected to acceptance within that period.
Section 640 (1) sentence 3 BGB remains unaffected.
8 Duties of the Client to Cooperate
(1) The client obtains the landowner’s consent for the take-off, landing and filming areas and provides it to Skynamic in writing before the start of the shoot. Without this consent, no aviation permit can be issued and no insurance cover applies.
(2) Where, in the Specific Category, public traffic routes or public urban areas may only be overflown when closed or blocked off, the client provides the personnel required to secure them and ensures that established closure corridors are maintained throughout flight operations.
(3) The client communicates all planned shots to Skynamic in text form no later than 2 calendar days before departure or the start of filming so that their feasibility with the booked equipment can be verified. Skynamic accepts no responsibility or liability for the feasibility of shots not communicated in advance.
9 Set-Off, Retention
The client is entitled to set-off only insofar as their counterclaims are undisputed or have been established by final and binding judgment. The client may assert rights of retention only on the basis of counterclaims arising from the same contractual relationship.
10 Copyright
The film footage produced by Skynamic constitutes material protected by copyright.
The client is generally granted a comprehensive right to use and exploit the film footage, unless expressly agreed otherwise.
The client is entitled to transfer the right of use in whole or in part within the scope of the contractually agreed use, or to have the rights exercised by third parties.
The granting of the rights of use is subject to the condition precedent of full settlement of all payment claims of Skynamic arising from the respective contractual relationship.
Notwithstanding the client’s rights of use, Skynamic is entitled to use the recorded material for its own advertising purposes.
11 Warranty
The statutory warranty rights apply.
However, a prerequisite for any warranty rights of the client is that they notify Skynamic of any defects without undue delay. If such notification is not made, the client is excluded from warranty rights.
Warranty claims may only be asserted within one year after acceptance of the services.
12 Liability
In the event of intent or gross negligence on the part of Skynamic or its representatives and vicarious agents, Skynamic is liable in accordance with the statutory rules. Unless there is an intentional breach of contract, liability for damages is limited to the foreseeable damage typically occurring.
Liability for culpable injury to life, body or health, as well as liability under the German Product Liability Act, remains unaffected.
Unless expressly provided otherwise above, any liability of Skynamic is excluded.
13 Applicable Law, Place of Jurisdiction
All contracts are governed exclusively by the law of the Federal Republic of Germany.
The exclusive place of jurisdiction for all disputes arising from or in connection with the respective contractual relationship is Mainz, Germany.
