1. Subject matter and scope of application

1.1 The subject matter of these General Terms and Conditions is the use of television transmission services, including the rental of television transmission equipment (transmission vehicles and/or flight case control rooms) and accessories by NULL ZWO ZWO EINS MEDIA GmbH (hereinafter referred to as “0221 MEDIA”) by the customer (0221 MEDIA and the customer are also referred to as “Party” or collectively as “Parties”). 

1.2 The following conditions form the basis and integral part of all contractual relationships and related legal transactions between 0221 MEDIA and the customer who uses goods and services from 0221 MEDIA. 

1.3 Unless otherwise agreed in these General Terms and Conditions, these General Terms and Conditions as well as the arrangements laid down in the contract with the customer apply exclusively. Contrary or deviating conditions of the customer shall not apply – even if 0221 MEDIA performs the respective contractual service without objection to the customer’s conditions. 

1.4 These General Terms and Conditions apply in their current version for all future orders between the Parties, without the need for renewed notification, unless the Parties agree on a different arrangement. This also applies if the customer only becomes aware of these conditions after the first conclusion of the contract between the Parties. 

1.5 These General Terms and Conditions also apply to the benefit of the persons working for 0221 MEDIA. 

 

2. Offer and Contract Conclusion

2.1 Contracts with 0221 MEDIA require written form to be effective. They only come into effect when the customer returns the signed offer in a timely manner, so that it is received by 0221 MEDIA within the acceptance period specified in the offer. The revocation of the written form agreement can only be done in writing. 

2.2 No claim to the later conclusion of a contract can be derived from the pre-reservation or option of a production period for certain dates, unless 0221 MEDIA has expressly committed itself otherwise in the confirmation of the pre-reservation/option. However, the customer and 0221 MEDIA are obliged to immediately inform each other of any planned alternative use or waiver of the pre-optioned date. 

2.3 The details of each contract are determined in the following order: 

a. the respective offer from 0221 MEDIA, which has been accepted in writing by the customer, including any additions, modifications and scheduling commitments as well as the provision of information (hereinafter referred to as “order”) 

b. these General Terms and Conditions in their current version 

c. the service description + broadcasting (see order) as well as 

d. the price list + broadcasting 2.4 If the customer confirms the offer in writing – places an order – this is considered binding. 0221 MEDIA may accept this offer orally or in writing within 2 weeks by sending an order confirmation. 

2.5 Subject to separate arrangements, the contract is concluded upon receipt of the order confirmation from 0221 MEDIA in written form (§ 126b BGB), at the latest upon provision of the services by 0221 MEDIA. 

2.6 Delivery and performance dates or deadlines specified in the contract are only binding if they have been expressly designated and/or confirmed in writing by 0221 MEDIA. 

2.7 All offers from 0221 MEDIA are subject to change unless otherwise expressly stated in the offer. 

 

3. Customer Authorization and Exclusivity

3.1 The customer assumes full liability and legal responsibility for any orders placed with 0221 MEDIA, and indemnifies 0221 MEDIA against any claims by third parties. By placing an order, the customer also represents that they are authorized to place orders and make transactions with 0221 MEDIA, and that no governmental or legal requirements prevent them from doing so. 

3.2 When using television broadcasting services, including the rental of television broadcasting equipment from 0221 MEDIA, the customer is obligated to exclusively source all necessary equipment, supplementary devices, and technical services, as well as any required personnel, from 0221 MEDIA, to the extent they are available, unless otherwise agreed between the parties. 

 

4. Performance Scope 4.1 The scope of the contractual services owed by 0221 MEDIA in each case arises from the contract, the corresponding sections of these General Terms and Conditions, as well as the corresponding sections of the service description + broadcasting. 

4.2 0221 MEDIA is entitled to charge the customer for additional services and additional expenses if this has been agreed in advance or if the additional services / additional expenses were unforeseeable but necessary for the fulfillment of the order and an agreement could not be reached. If no prices have been agreed for additional services / additional expenses, the price agreements made for the order shall be applied mutatis mutandis. 

 

5. Rental of technical equipment and facilities and duration of use

5.1 The nature, scope and duration of the rental of technical equipment, systems and facilities are generally determined by the contract, delivery notes and/or performance records. These documents, in conjunction with the price list + Broadcasting, are always the basis for calculation, regardless of any further effective periods of use. 

5.2 Insofar as 0221 MEDIA procures technical equipment, systems and facilities from third parties for the customer at his request, 0221 MEDIA acts on behalf, with power of attorney and on behalf of the customer. The customer is liable for careful handling and proper return. He indemnifies 0221 MEDIA from all claims by third parties arising from the provision of these facilities. 

5.3 The customer shall examine the external condition of the delivery and the performance immediately upon arrival, report any transport damage to the transport person, secure the evidence and inform 0221 MEDIA and the sender immediately by remote communication and in writing (§ 126b BGB). 

5.4 In the case of shipment in connection with the provision of services, the risk passes to the customer as soon as 0221 MEDIA has handed over the delivery to the transport person. 

5.5 Disruptions to the technical equipment, systems and facilities provided by 0221 MEDIA will be eliminated as soon as possible. Payments cannot be reduced if 0221 MEDIA is not responsible for the disruptions. 

5.6 The subletting and provision of the technical equipment and facilities, including accessories, by the customer to third parties is prohibited, unless this has been agreed in writing in advance. 

5.7 The technical equipment and facilities rented from 0221 MEDIA, including accessories, are generally only available to the customer during the agreed rental period. 

5.8 If the use of the technical equipment and facilities rented from 0221 MEDIA, including accessories, is to exceed the agreed time frame, early consultation with 0221 MEDIA’s scheduling department is required. Any additional costs resulting from this are to be borne by the customer. 

5.9 The customer does not generally have a right to such additional use and/or use of the television transmission equipment beyond the agreed rental period. 

 

6. Dates 6.1 The dates agreed and fixed in writing between the parties for the implementation of productions or other services using the television transmission equipment of 0221 MEDIA are binding for both parties. 

6.2 Changes to the dates must be notified in good time by the customer and discussed with the scheduling department of 0221 MEDIA. 

6.3 If the dates are postponed without 0221 MEDIA having been informed by the customer in due time, 0221 MEDIA may charge additional costs for the availability of services, unless 0221 MEDIA is also at fault. This also applies to the postponement of agreed start and end times for productions. 

 

7. Remuneration, Due Date, Right of Retention

7.1 The details of the regulations regarding prices, remuneration, travel, incidental and other costs are based on the current version of the price list + broadcasting and/or the contract and its service description on the day of order fulfillment, respectively. 

7.2 If more than three months pass between the order placement and the fulfillment of the service, 0221 MEDIA is entitled to charge the prices that are valid at the time of service fulfillment. 

7.3 Monthly prices are to be paid proportionally starting from the day of the contractual service provision by 0221 MEDIA for the rest of the month. After that, these prices are to be paid monthly in advance until the end of the contractual relationship. If the price is to be calculated for parts of a calendar month, it is calculated at 1/30 of the monthly price for each day. 

7.4 All price indications (including travel and incidental costs) are generally net prices and are subject to the applicable value-added tax rate. 

7.5 If the customer does not fulfill their payment obligations in accordance with the contract, 0221 MEDIA is, without prejudice to other rights, authorized to withhold further services related to the same or other productions of the customer until the outstanding amount has been fully settled. 

7.6 Objections to billing by 0221 MEDIA must be received by 0221 MEDIA from the customer within four weeks of receipt of the invoice. Failure to make timely objections shall be deemed as approval. Legal claims of the customer regarding objections after the deadline remain unaffected. 

 

8. Payment terms and early maturity

8.1 Unless otherwise agreed, the payment terms set forth in these General Terms and Conditions shall apply. 

8.2 All claims of 0221 MEDIA are due upon invoicing and must be paid without deduction within 14 days to the account specified in the invoice. 

8.3 In case of default, without further notice to the customer, default interest of 8 (eight) percentage points above the base rate will be charged by 0221 MEDIA for non-compliance with the payment deadline set forth in clause 7 of these General Terms and Conditions. Notwithstanding the foregoing, 0221 MEDIA reserves the right to claim further damages, in particular higher interest, additional costs and reminder fees of €10.00 for a second and €15.00 for a third reminder. Bank charges resulting from incorrect account data or unjustified rejections by 0221 MEDIA may be charged to the customer by 0221 MEDIA, unless the customer is not responsible for the incorrect information. The customer is entitled to prove that no damage or a lower damage was incurred by 0221 MEDIA. 

8.4 0221 MEDIA may declare all its claims due and payable in advance, canceling any agreements reached on the granting of price discounts and other payment conditions, in particular in the following cases: 

a. Breach of contract by the customer 

b. Change in the customer’s company situation 

c. Significant deterioration in the customer’s financial situation 

d. In particular, in case of payment default or default in respect of other obligations of the customer 

e. Customer’s inability to pay 

f. Initiation of moratorium negotiations, insolvency or composition proceedings against the customer 

g. Loss of customer’s business or legal capacity 

8.5 In all cases of early maturity of the claim, in particular for one of the reasons set forth in clause 8.4, 0221 MEDIA is entitled to exercise all rights to which 0221 MEDIA is entitled under the contract or these General Terms and Conditions. 

 

9. Cancellation Conditions and Withdrawal/Termination

9.1 If the customer, for reasons not attributable to 0221 MEDIA, does not carry out the production for which they have commissioned 0221 MEDIA, the customer is obliged to pay the following lump-sum damages, based on the agreed order volume: 

a. up to 4 weeks before the start of production: 25% 

b. up to 3 weeks before the start of production: 50% 

c. up to 2 weeks before the start of production: 75% 

d. thereafter: 100% 9.2 The customer has the right to prove that no damage or damage of a lower amount has been incurred by 0221 MEDIA. If 0221 MEDIA has incurred higher damages, this entitles 0221 MEDIA to demand compensation in the corresponding amount. 9.3 0221 MEDIA is entitled to withdraw from the contract if the customer violates essential contractual obligations, sets an unsuccessful deadline and threatens to reject, in particular: 

a. violation of contractually agreed payment obligations 

b. essential change of the intended use of the rental items without prior consent 

c. transfer of rental items to third parties without prior consent 

d. lack of official permits and approvals for the production 

e. violation of official permits and approvals for the production 

f. violation of legal regulations concerning the safety of the production 

g. violation or endangerment of the rights of third parties through the production 

h. endangerment of public safety and order 

i. opening of insolvency proceedings against the assets of the customer or rejection of the opening of insolvency proceedings due to lack of assets, as well as the submission of an affidavit of means by the customer and the customer’s insolvency, provided that the customer has not already fulfilled all payment and security obligations under the existing contract. 

If 0221 MEDIA exercises its right of withdrawal, 0221 MEDIA shall retain the claim to payment of the agreed fees in accordance with sections 9.1 and 9.2 of these General Terms and Conditions. 

 

10. Rights, Duties and Obligations of 0221 MEDIA

10.1 0221 MEDIA is entitled to interrupt the provision of services if the customer violates national or international regulations that must be complied with in connection with the fulfillment of this contract. During such interruption, the customer remains liable for payment of the contractually agreed remuneration. 

10.2 0221 MEDIA has the right to provide temporary suspensions of its services for maintenance and other operational requirements. 0221 MEDIA will make every effort to minimize the interruption of services or disruption of the customer’s operations. The customer will be informed in advance of such impending interruption, to the extent reasonably possible under the circumstances. At the request of 0221 MEDIA, the customer will cooperate fully with 0221 MEDIA regarding the listed interruptions. Other planned changes that affect production will only be carried out in consultation with the customer. 

10.3 Without prejudice to the provisions in Section 8 of these General Terms and Conditions, 0221 MEDIA is entitled to interrupt the provision of services if the customer violates its contractual obligations in a serious manner. In such a case, 0221 MEDIA will inform the customer of the contractual breach and grant the customer a reasonable period of time to remedy the breach, unless an immediate interruption of services is necessary according to a reasonable assessment by 0221 MEDIA. During the period of contractual breach, the customer remains obligated to pay the contractually agreed fees. 

10.4 0221 MEDIA is entitled to interrupt the provision of services if the customer’s production format during production does not meet the contractual requirements listed in the performance description. During such interruption, the customer remains obligated to pay the contractually agreed fees. 

10.5 To fulfill its obligations under this contract, 0221 MEDIA may use subcontractors and technical devices and equipment including accessories without the prior consent of the customer, provided that the interests of the customer are not impaired. A contractual relationship between the customer and the subcontractor does not arise as a result. The obligations of 0221 MEDIA to the customer remain unaffected. 

 

11. Rights, Duties, and Obligations of the Customer

11.1 0221 MEDIA only provides the corresponding services to the customer within the scope of the contractual agreements. Any content uploaded, accessed, or in any way disseminated by the customer as a result of using these services is not subject to review by 0221 MEDIA. The customer is solely responsible for the content uploaded, accessed, or disseminated by them through the use of the services, to 0221 MEDIA or any third party. 

11.2 The customer ensures that all necessary support, ancillary, and cooperation obligations are provided to 0221 MEDIA in a timely manner, to the required extent, and free of charge. 

11.3 The customer’s support obligations include, in particular, ensuring that: 

a. a qualified employee is available to provide support at the place of performance; 

b. the 0221 MEDIA employees have free access to the respective technical equipment and facilities or the production site at the agreed time; 

c. the customer’s ancillary equipment complies with occupational health and safety regulations for the benefit of 0221 MEDIA employees; 

d. the necessary information for the activities of 0221 MEDIA employees is provided in a timely manner; 

e. the 0221 MEDIA employees are provided with sufficient and appropriate workspaces, including tools and equipment, if they need to be present at the customer’s premises for contract fulfillment; 

f. measures are taken to prevent unauthorized third-party access to 0221 MEDIA’s property. 11.4 The customer’s cooperation obligations include, in particular: 

a. providing electrical energy for installation, operation, and maintenance, as well as any necessary potential equalization, including associated grounding, at their own expense; 

b. reimbursing 0221 MEDIA for any costs incurred in checking their equipment after reporting a malfunction, if it is determined that no malfunction of 0221 MEDIA’s technical equipment occurred, or if it was caused by the customer or a third party commissioned by them; 

c. all installation, maintenance, modification, and fault correction work on 0221 MEDIA’s equipment can only be performed by 0221 MEDIA or third parties commissioned by them; 

d. granting 0221 MEDIA access to the property and buildings thereon, at their own expense, where necessary for inspection, installation, maintenance, and fault correction work. 11.5 If the customer fails to provide a required cooperation service, does not provide it in a timely manner, or does not provide it in the agreed manner, any resulting consequences (such as delays or additional expenses) are the responsibility of the customer to bear. 

 

12. Complaints and Warranty

12.1 Upon receipt of the rental item at the delivery location, the customer is obligated to verify its completeness and external condition and to inspect it. Any complaints regarding missing quantities or obvious defects that have not been recorded at the time of delivery will not be recognized by 0221 MEDIA afterwards. 

12.2 Delivery notes and performance documents are to be signed by the customer or a person authorized by him/her upon handover of the rental item by 0221 MEDIA. If the signature is not provided by the customer himself/herself, but by an unknown third party, the customer is responsible for ensuring that the signatory has the necessary authorization and power of attorney. 

12.3 Complaints regarding obvious defects and other objections must be raised without delay, but no later than within a period of 7 working days after the service has been provided. In other cases, the customer’s right to assert claims due to defects expires after three months. 

12.4 In the case of image and sound transmissions, the assessment of the cuts/colors and tones is subjectively very different. Consequently, 0221 MEDIA is responsible for the design of the image and sound at its own discretion, unless there are other precise instructions from the customer on this matter. 

12.5 Any warranty claims of the customer against 0221 MEDIA are limited exclusively to the right to rectification or replacement delivery by 0221 MEDIA, insofar as this is materially possible. For this purpose, 0221 MEDIA must be granted a reasonable period of time. 

 

13. Liability

13.1 0221 MEDIA is liable according to the statutory provisions if the customer asserts claims for damages that are based on intent or gross negligence, including intent and gross negligence of representatives or agents of 0221 MEDIA. 

13.2 Insofar as 0221 MEDIA is held responsible for the slight negligent violation of a contractual essential duty, whose fulfillment enables the proper execution of the contract, whose violation endangers the achievement of the contract purpose, and on whose compliance the customer can regularly rely, the compensation liability of 0221 MEDIA is limited to the foreseeable, typically occurring damage, but at a maximum of the order amount. 

13.3 0221 MEDIA is liable for data loss in case of slight negligence under the conditions and to the extent of clause 13.2 only if the customer has performed a daily data backup. 

13.4 Unless otherwise provided above, 0221 MEDIA’s liability for all other damages is excluded. 

13.5 Any liability of 0221 MEDIA is limited to the amount of the order. 

 

14. Force Majeure, Performance Disruption

14.1 In the event of force majeure, 0221 MEDIA’s liability is excluded. Force majeure includes all circumstances independent of the will and influence of the parties, such as natural disasters, government measures, official decisions, blockades, war and other military conflicts, mobilization, internal unrest, terrorist attacks, strikes, lockouts, and other labor disputes, confiscation, embargo, fluctuations/interruptions in energy supply or signal network, breakdown of vehicles due to technical malfunctions or accidents, or other circumstances that are unforeseeable, severe, and beyond the control of the parties and occur after the conclusion of this contract. 

14.2 If a party is prevented from fulfilling its contractual obligations due to force majeure, this shall not be considered a breach of contract. The deadlines set forth in the contract or based on the contract shall be extended appropriately in accordance with the duration of the obstacle. The same applies if 0221 MEDIA is dependent on third-party advance performance, and such performance is delayed due to force majeure. 

14.3 Each party shall do everything within its power that is necessary and reasonable to mitigate the extent of the consequences caused by force majeure. The party affected by force majeure shall immediately notify the other party in writing of the beginning and end of the obstacle. 

 

15. Official exemptions / Industrial property rights

15.1 Official exemptions, if required for the implementation of outdoor transmissions, shall be provided exclusively by the customer. Any resulting costs shall be borne by the customer. 

15.2 The customer warrants that neither he nor any third party will hold 0221 MEDIA liable or make any claims against 0221 MEDIA for any infringement of industrial property rights (in particular, copyright) resulting from their involvement in the production, duplication, and processing of video and/or audio recordings and/or other cooperation activities. The customer undertakes to indemnify 0221 MEDIA on first demand against any such claims and, if necessary, to bear the costs of 0221 MEDIA’s reasonable legal advice and defense. 

 

16. Naming obligation and use of audio, audio-visual and visual recordings

16.1 In television productions that are produced using 0221 MEDIA’s television broadcasting equipment, 0221 MEDIA must be mentioned in the opening or closing credits in the industry-standard manner as a service provider. 

16.2 0221 MEDIA has the right to create or have created image/audio recordings as well as drawings of production processes for the purpose of documentation or for self-publishing (marketing), unless the customer objects in writing. 

 

17. Confidentiality and Data Protection

17.1 The parties are obliged to maintain confidentiality over business and operational secrets as well as information designated as confidential, which becomes known in connection with the contract, beyond the term of the contract. Disclosure to third parties not involved in the performance of the contract is only permitted with the prior written consent of the other party. The parties will also impose these obligations on their employees and third parties involved in the implementation. 

17.2 0221 MEDIA is entitled to store and process customer and order data in a computer system. 

 

18. Changes to the General Terms and Conditions, Service Descriptions, and Prices

18.1 0221 MEDIA is entitled to change the General Terms and Conditions, the respective service descriptions, or the prices with a reasonable notice period if cost reductions or cost increases occur after conclusion of the contract, particularly due to collective bargaining agreements or changes in material prices, and provided that the change is reasonable for the customer taking into account the interests of 0221 MEDIA. The changes will be communicated to the customer in writing. 

 

19. Other Conditions / Final Provision

19.1 All agreements that involve supplementation or modification of the contract (additional agreements) or these General Terms and Conditions must be documented in writing. 

19.2 If provisions of the contract or these General Terms and Conditions are or become invalid, or if a gap is discovered in the contract, the validity of the remaining provisions will not be affected. In place of the invalid provision or to fill the gap, a reasonable provision will be introduced that, as far as possible, comes closest to what the parties would have intended according to the meaning and purpose of the contract. 

19.3 The customer may only transfer the rights and obligations under this contract to a third party with the prior written consent of 0221 MEDIA. 

19.4 German law exclusively applies to the contractual relationship between the parties and to all disputes. 

 

20. Jurisdiction

20.1 The place of jurisdiction for all disputes arising from or in connection with this contract is Cologne. 0221 MEDIA is also entitled to bring an action at the customer’s place of jurisdiction. Any exclusive place of jurisdiction shall take precedence.