Section 1 Scope of Application and Definitions

(1) These General Terms and Conditions (the “GTC”) apply to all business dealings between Company 11 GmbH (the “Contractor”) and the respective client (the “Client”).

(2) These GTC are addressed exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (Bürgerliches Gesetzbuch, “BGB”; i.e. natural or legal persons acting in the exercise of their commercial or independent professional activity). No contracts are concluded with consumers on the basis of these GTC.

(3) Terms deviating from these GTC are incorporated only if the Contractor has expressly consented to them. Deviating terms and conditions or internal policies of the Client (e.g. travel-expense policies, purchasing conditions, pitch-participation terms) do not become part of the contract – not even if the Contractor commences performance with knowledge of such terms.

(4) “Work” within the meaning of these GTC comprises, depending on the contractual agreement: concept development, pre-production (such as assembling and briefing the crew, recces, shoot planning, location scouting or client communication), filming or photo shoots, as well as post-production (such as editing, color grading, sound design, motion design or 3D animation) and similar creative or technical work.

(5) A “Production” within the meaning of these GTC is the entirety of all services and work agreed to be performed by the Contractor for a given project.

(6) The “Shooting Period” within the meaning of these GTC is the period or specific date on which all filming or photography for the respective project is to take place. Specific dates stated in the offer (e.g. shooting day: 01 July 2026) are likewise binding performance dates and are not weakened by being described as a “period”.

(7) The “Completion Date” within the meaning of these GTC is the date by which the Contractor will, at the latest, make available to the Client the first edit/cut version (for videos) or look-edit (for photos).

(8) The “PPM” (Pre-Production Meeting) within the meaning of these GTC is the binding coordination meeting shortly before the shooting day at which all production-relevant details are finally approved. Decisions and approvals made at the PPM are binding on both parties.

Section 2 Formation of a Contract

(1) The Client may make a non-binding inquiry about the services by telephone or in text form. An inquiry does not yet constitute a binding offer to conclude a contract.

(2) Upon the Client’s inquiry, the Contractor prepares an offer or cost estimate. The Contractor’s offer is legally binding and remains valid for 14 days from the date of issue. Upon expiry of this period, the offer lapses. Earlier versions of an offer cease to be valid as soon as a newer version is transmitted, unless the newer offer is expressly designated as a supplementary alternative offer or an addendum to the existing offer.

(3) The Contractor’s offer is made in text form.

(4) The Client may accept the offer within the validity period in text form, electronic form or written form. Upon acceptance, a binding contract for the Contractor’s services is concluded.

(5) For the purpose of carrying out the Production, the Contractor is entitled to procure third-party services in the name and with the authority of the Client, or in its own name for the Client’s account, insofar as this is necessary to implement the agreed project. To the extent Page 1 of 8Company 11 GmbH – General Terms and Conditions (GTC) such third-party costs are already included in the offer or cost estimate, they are not charged to the Client in addition. If, during an ongoing Production and at the Client’s request, an additional need for third-party services arises (e.g. catering not yet included in the offer or cost estimate), these will be recharged as additional costs plus the agreed mark-up and communicated to the Client in advance.

(6) Offers made by the Contractor after conclusion of the contract for an extension of the scope of services are without obligation.

(7) The Shooting Period or specific shooting day and the Completion Date stated in the offer become binding performance dates upon the Client’s acceptance and are not mere guide values. The legal consequences of any overrun for reasons not attributable to the Contractor are governed by Section 6(7) of these GTC.

(8) The Contractor’s calculation is based on the briefing and the treatments/scripts valid at the time the offer is prepared. Should the briefing or the scope of services change after conclusion of the contract, the Contractor reserves the right to recharge the additional costs associated therewith.

(9) If the Contractor has agreed a deviation from the agreed plan orally with the Client that must be implemented urgently in order to keep to the production schedule, the Contractor may also document the agreement, including any additional costs, within 48 hours of the discussion (e.g. by email). Such documentation shall constitute a binding agreement unless the Client objects to it in writing without undue delay.

Section 3 Copyright and Rights of Use

(1) The video or photo files produced by the Contractor, as well as all works created in the course of the Production (raw material, audio track, graphics, concepts, etc.), are personal intellectual creations and therefore works protected by copyright within the meaning of Section 2(1) nos. 5 and 6 of the German Copyright Act (Urheberrechtsgesetz, “UrhG”). The Contractor remains at all times the author of the works it has created.

(2) With regard to the rights of use in the video or photo files, the terms individually agreed by the parties in the respective offer apply. Unless otherwise agreed, the Client is granted a simple (non-exclusive) right of use, limited in time and territory, for the specific purpose agreed upon at the conclusion of the contract. Changes require the express consent of the Contractor.

(3) Insofar as third parties participate in the Production (e.g. actors, voice talent, composers, photographers), the conditions individually defined in the offer (media, term, territory, etc.) apply exclusively to their rights of use and buyouts. Any use beyond this must be clarified and remunerated separately in advance. The Contractor does not warrant unrestricted freedom from third-party rights in such cases.

(4) In terms of content, the simple right of use does not include, in particular, the right to reproduce, sell, distribute or modify. Any editing of the works by the Client, in particular combining or mixing them with other image, audio or video material, requires the Contractor’s consent, unless such editing is strictly necessary for use for the agreed purpose.

(5) The Client is not entitled to grant or transfer rights of use in the works to third parties (so-called sub-licensing rights, “Enkelrecht”), unless separately agreed.

(6) The rights of use pass to the Client upon full payment of the agreed remuneration (receipt of payment).

(7) There is no claim to the release of raw data material or project files (e.g. editing or processing projects), unless otherwise agreed.

(8) Exclusive rights of use require a separate written agreement and additional remuneration.

(9) The Contractor is entitled to publish the completed works or excerpts thereof – including the complete film/video – free of charge for its own online presence (e.g. website, social-media channels, showreel) for self-promotion purposes, as soon as the Client has first used the film or video, provided the Client does not assert a legitimate interest in confidentiality. This also applies to third parties involved in the Production (e.g. director, director of photography, editor) with the Contractor’s consent. Self-promotion purposes also include submission to competitions and the publication of a director’s cut.

(10) The Client undertakes to ensure compliance with the granted rights of use and to inform the Contractor without undue delay if the limits of the rights of use are exceeded or are at risk of being exceeded.

(11) In the event of an infringement of the agreed rights of use by the Client, the Contractor is entitled to reasonable remuneration for use based on the principle of license analogy (Lizenzanalogie); further claims for damages remain reserved.

(12) Excluded from contractual grants of rights are the rights administered on a fiduciary basis by collecting societies (e.g. GEMA, GVL). These must be clarified and licensed in advance by the Client or its licensees at their own expense.

(13) Unless expressly agreed otherwise in writing, the Client may use the music used in a Production exclusively within the scope of exploiting the respective film or video (moving images).

Section 4 Remuneration, Payment Terms, Additional Costs

(1) The remuneration agreed by the parties in the offer applies, plus statutory value-added tax (VAT) at the applicable rate. The services are not subject to any cash discount (Skonto) or disagio deduction. Deviating agreements require text form.

(2) Unless otherwise stipulated in the offer, the following payment model applies:

(3) • one third of the net remuneration upon placement of the order / acceptance of the offer(due immediately);

• one third of the net remuneration no later than 3 working days before the first shooting day, or at the PPM;

• one third of the net remuneration after delivery of the final video/photo files / the final master (payment term: 14 days after invoicing). Insofar as the Client orders the services from the Contractor on behalf of its own customer, it is irrelevant to the due date of the remuneration owed by the Client whether and when the Client is paid by its own customer.

(4) For any additional or extra costs that may arise (e.g. due to the Client’s change requests, third-party services not included in the offer, or production extensions), the Contractor charges, in addition to the remuneration for the additional service, a mark-up of 10% to cover overhead and production risks. This mark-up forms part of every recharge of additional costs.

(5) The Contractor’s travel generally originates from Berlin. Travel costs are calculated and stated as a lump sum in the offer. Itemized, receipt-based billing does not take place unless separately agreed. The Contractor is entitled to defray calculated travel-cost lump sums (e.g. for hotel, transport) from the agreed budget. Travel-expense policies imposed by the Client and any restrictions contained therein do not become part of the contract; the Contractor calculates in accordance with the standards and requirements of a professional production.

(6) The only accepted means of payment is bank transfer to the account stated on the invoice.

(7) Upon expiry of the payment term, the Client is in default without further reminder. Default interest accrues at a rate of 9 percentage points above the applicable base rate (Basiszinssatz pursuant to Section 247 BGB). The Contractor is entitled to suspend further performance until receipt of outstanding payments.

Section 5 Working Hours and Calculated Effort

(1) Unless otherwise agreed, a shooting day is deemed to be a 10-hour day (technical crew), including one hour of breaks. In Berlin, working time runs from leaving the home base (business address) to the shooting location (excluding travel from one’s own home to the home base). For productions outside Berlin, working time runs from the hotel/accommodation (base) to the shooting location. If the actual working time of a shooting day exceeds the1 agreed daily working time, the following overtime surcharges apply to the respective crew daily rates calculated in the offer for the positions concerned:

• 11th and 12th working hour: surcharge of 25%;

• 13th working hour: surcharge of 60%;

• from the 14th working hour onwards: surcharge of 100%.

The basis for the calculation is in each case the pro-rata hourly remuneration derived from the daily rate of the respective person or position as stated in the offer. Overtime arising from delays, additional shots, waiting times or subsequent change requests caused by the Client is deemed to have been caused by the Client and must be remunerated separately.

(2) A pre-production or post-production/office day comprises 8 net working hours excluding breaks.

(3) The effort calculated in the offer (e.g. number of editing days, post-production days, animation days) is bindingly agreed. If, in the course of the Production or post-production, it emerges that the agreed effort is insufficient – whether due to the actual scope of the Production or due to the Client’s change requests – the Contractor will inform the Client without undue delay as soon as it becomes foreseeable that the calculated days will be exhausted. From the point at which the calculated effort has been reached, any further additional effort will be recharged separately.

(4) The basis for the recharge is the daily rate of the respective position calculated in the offer, plus any statutory social-security contributions (e.g. the employer’s social-security share (AGA) of approx. 23.3% or the German Artists’ Social Security contribution (Künstlersozialabgabe, “KSK”) of approx. 4.9%) and the agreed mark-up of 10%.

Section 6 Obligations of the Client and Duty to Cooperate

(1) The Client must ensure that all information necessary for carrying out the order (e.g. briefings, scripts, storyboards, access data, directions) is provided to the Contractor in good time and in full.

(2) The Client ensures that photography or filming (including permits for drone footage) is permitted at the respective locations. Any waiting times incurred by the Contractor due to missing permits count as working time and are billed as additional costs.

(3) The Client is obliged to ensure that representatives with decision-making authority are present at the PPM, the shoot and acceptances. The Client bears any additional costs arising from the absence of persons with decision-making authority.

(4) The Client is obliged to cooperate promptly and proactively in the completion of the project.

This includes in particular:

• compliance with all dates agreed in the offer or otherwise, in particular for the PPM,

shooting days, pre-production coordination, edit approvals and final acceptances;

• responding to the Contractor’s messages within 5 working days;

(5) • granting approvals and acceptances within the agreed deadlines or within reasonable deadlines set by the Contractor; and

• the timely provision of products, props, artwork, logos, fonts and other materials to be supplied by the Client, in flawless and production-ready quality. The Client bears the risk for all circumstances not attributable to the Contractor, including: weather conditions for outdoor shoots; the non-appearance of announced representatives of the Client or of models; illness on the part of the Client or its vicarious agents; and force majeure (e.g. strikes, pandemics, natural disasters).

(6) Any notice of defects must be asserted in text form without undue delay after becoming aware of them.

(7) Should the Client fail to comply with its duty to cooperate, or should dates be postponed for reasons not attributable to the Contractor, the Contractor is entitled to demand an adjustment of the remuneration. The adjustment is based on the additional effort actually incurred and is not capped at 30%. Section 648 BGB (the client’s statutory right to terminate a contract for work, subject to payment of the agreed remuneration less saved expenses) remains applicable unchanged.

Section 7 Acceptance

(1) The Production requires acceptance by the Client – once after presentation of the rough-cut version (offline version) and again after presentation of the final master. For multi-part works, partial acceptances may also take place. If the Production contains computer-generated effects, interim acceptances may take place.

(2) Acceptance of the rough-cut version extends to the artistic and technical design as well as to conformity with the Client’s binding specifications (in particular the storyboard/concept adopted at the PPM).

(3) Acceptance of the master extends to the final image production including titles, graphic work, CG effects and animations, as well as to audio and image quality.

(4) If the Client refuses acceptance after an acceptance screening, it must notify the Contractor thereof without undue delay in writing, specifying the defects in detail. If no such notification is given, the service is deemed accepted upon expiry of the fifth working day after the acceptance screening.

(5) The agreed remuneration includes two correction rounds (revision rounds). Change requests beyond this will be recharged as additional effort pursuant to Section 5(3) of these GTC.

(6) Change requests based on a new or amended briefing by the Client, and not on defects in the Contractor’s performance, do not count as a correction within the meaning of this provision but constitute a change to the services and will be remunerated separately.

Section 8 Cancellation, Termination and Postponement of the Production

(1) If the Client terminates or cancels a concluded contract for reasons attributable to the Client, the obligation to pay remuneration remains in principle. Section 648 BGB (the client’s statutory right to terminate a contract for work) applies in principle; the Contractor must allow to be credited what it saves in expenses as a result of the cancellation of the contract, or acquires (or maliciously fails to acquire) through alternative use of its labor. Deductions on account of the possibility of using its own resources for other projects are generally not applicable, given the particular circumstances of commercial film/video productions.

Important note: A postponement of the project for an indefinite period – i.e. without naming a specific, binding catch-up date – is deemed a cancellation within the meaning of these GTC and triggers the cancellation lump sums set out below.

(2) In addition to third-party costs already incurred and unavoidable (e.g. booked equipment, locations, external crew, travel, licenses), the following lump-sum compensation on the total net remuneration is due upon cancellation/termination by the Client, covering all costs of

pre-production and the shoot itself:

The lump-sum compensation applies in addition to full reimbursement of third-party costs already incurred and non-cancellable (e.g. deposits already paid, non-refundable bookings), provided this does not cause the total net remuneration to be exceeded. The Contractor shall provide evidence of the costs incurred upon written request. The aforementioned lump-sum compensation settles the economic disadvantages typically incurred by the Contractor.

(3) The Client is free to prove a lower actual loss. The Contractor is free to prove and assert a higher actual loss.

(4) A postponement to a new, specific date is only possible with the express consent of the Contractor and presupposes the availability of all booked resources (crew, equipment, locations). In the case of a postponement less than 14 days before the original shooting day, third-party costs already incurred and unavoidable are reimbursed in full, and a handling fee of 10% of the total net remuneration is charged. The Client is free to prove a lower actual loss. The Contractor is free to prove and assert a higher actual loss.

Section 9 Obligations of the Contractor / Scope of Services

(1) The Contractor delivers the requested services within the contractually agreed scope, within the agreed dates and in accordance with the storyboard/concept adopted at the PPM. In doing so, the Contractor is entitled to reasonable artistic latitude; defects based solely on the exercise of this artistic latitude cannot be asserted.

(2) The Contractor owes the final work in a common file format/codec (e.g. MP4/H.264, ProRes) in accordance with the delivery specifications of the agreed project.

(3) The Contractor is entitled to use subcontractors in the performance of the contractually agreed services, provided it does not transfer the performance of its contractual obligations as a whole to third parties.

(4) The Contractor undertakes to comply with the applicable regulations on taxes, social-security contributions (in particular AGA and KSK) and other prescribed levies in connection with the Production, and to remit these payments lawfully.

(5) The availability of the director, DOP and other key positions can only be optioned until the final placement of the order and is not guaranteed. Should a booked person no longer be available at the time of the final order, the Contractor will inform the Client without undue delay and seek a suitable alternative together with the Client.

(6) The Contractor warrants that all prescribed statutory rest periods and break regulations for the crew are observed during and between shooting days.

Section 10 Timing, PPM and Decision-Makers

(1) All performance dates and other deadlines agreed in the offer or otherwise in writing are binding, provided the Client fulfills its duties to cooperate completely and properly and there are no change requests by the Client that cause a postponement.

(2) We note as a matter of principle that we cannot accept fixed deadlines (Fixtermine) unless all prerequisites for timely performance have been met by the Client.

(3) All costs are subject to a final briefing and a PPM. Should further requests or services be discussed at the PPM, these will be recalculated and communicated to the Client in advance.

(4) The Contractor reserves the right, within the agreed budget, to a reasonable extent and for a purpose conducive to the matter, to make reallocations between budget items without prior consultation, insofar as this serves the successful implementation of the project.

(5) The Client undertakes to ensure that representatives with decision-making authority are present at the PPM, the shoot and all acceptances. The Client bears any additional costs arising from the absence of decision-makers.

Section 11 Liability

(1) The Contractor’s liability for foreseeable damage typical of the contract is limited to intent and gross negligence. The Contractor is liable without limitation for injury to life, body and health, as well as for the breach of essential contractual obligations (cardinal obligations). In the case of a breach of essential contractual obligations through simple negligence, liability is limited to the foreseeable damage typical of the contract. In all other respects, the Contractor’s liability is excluded.

(2) From the time of proper delivery of the completed files, the Client is responsible for their proper use, in particular for compliance with the provisions of competition law, trademark law, copyright law and personality rights.

(3) The Contractor assumes no liability for rights in third-party brands, designs, artworks, clothing or visible tattoos of performers that are provided or expressly requested by the Client. In such cases, obtaining all necessary third-party rights is the sole responsibility of the Client. The Client shall indemnify the Contractor on first demand against all third-party claims, including the reasonable costs of legal defense, plus mark-up.

Section 12 Force Majeure and Uninsurable Risks

(1) Events of force majeure (e.g. natural disasters, pandemics with officially ordered restrictions, strikes) release both parties from their performance obligations for the duration of the impediment. Each party must inform the other without undue delay.

(2) The Contractor does not bear the cost risk for events of force majeure or for risks that are not insurable under customary film-insurance terms (e.g. bad-weather risk).

(3) If such an event is foreseeable, the Contractor will inform the Client without undue delay and propose measures to mitigate the damage. The Client will promptly issue an instruction as to whether the project is to be discontinued or caught up at a later time. In the case of a catch-up, the Client bears the necessary additional costs. 

Section 13 Confidentiality and Secrecy

(1) Both parties undertake neither to disclose to third parties nor to use for their own purposes outside the contractual purpose any confidential information of the other party – in particular concepts, calculations, customer data, treatment contents, production specifics and know-how. This obligation continues beyond the end of the contractual relationship.

(2) The Contractor’s concepts, approaches and implementation proposals, as well as the sums calculated in this offer, are strictly confidential and may not be passed on to third parties – not even to the Client’s in-house productions. Exempt from this is disclosure within the Client’s group of affiliated companies and to legal or business advisors, insofar as this serves legitimate internal purposes and such recipients are bound to confidentiality. All rights in these documents belong exclusively to the Contractor.

(3) Contractual documents with subcontractors, service providers and performers are subject to confidentiality. There is no claim to the disclosure of individual contract contents or to full inspection of internal calculations, unless mandatorily required by law.

Section 15 Assignment, Set-off, Right of Retention

(1) The assignment of warranty claims for defects by the Client is excluded.

(2) Set-off by the Client with counterclaims is only permissible insofar as such counterclaims are undisputed, ready for decision, or have been finally and conclusively established by a court (res judicata). Counterclaims arising from the same contractual relationship are exempt from this restriction.

(3) A right of retention of the Client is excluded insofar as it is based on disputed counterclaims.

Section 16 Limitation Period

Warranty claims for defects of the Client become time-barred, subject to Section 634a BGB (statutory limitation periods for defect claims under contracts for work), 24 months after acceptance of the work.

Section 17 Final Provisions

(1) Should any provision of these GTC be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected. The statutory provisions shall apply in place of the invalid provision.

(2) Amendments and supplements to these GTC and to any contracts require text form. The same applies to any waiver of this text-form requirement.

(3) The place of performance for all deliveries and services is the Contractor’s registered office.

(4) The place of jurisdiction for all disputes arising from or in connection with these GTC is, insofar as the Client is a merchant within the meaning of the German Commercial Code (Handelsgesetzbuch, “HGB”), the Contractor’s registered office.

(5) The law of the Federal Republic of Germany applies exclusively, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(6) This English version of the GTC is a translation provided solely for the convenience of international clients. The legally binding and authoritative version is the German-language version of these GTC. In the event of any discrepancy, ambiguity or conflict of interpretation between the German and the English version, the German version shall prevail.

Version date: 15.06.2026