General Terms and Conditions of Studio71 GmbH
for Customers regarding Brand Partnerships

As of 18th January 2024

1. Scope of application

1.1. These General Terms and Conditions in the area of Brand Partnerships (“Client T&Cs”) govern the contractual relationship between Studio71 GmbH (hereinafter “S71”) and the Client (i.e. an advertising company or an agency that concludes the contract in the name of or on behalf of the advertising company, hereinafter “CLIENT”) as the contractual partner of the advertising booking in the area of influencer marketing (hereinafter the “BOOKING”). In addition, these Client T&Cs also apply if S71 concludes a contract as the representative of a social media artist managed by S71 (“S71 Managed Artist”); in this case, the Client T&Cs also apply accordingly for the S71 Managed Artist. In the event that the advertising company does not make the BOOKING itself, but rather an agency of the advertising company (the “CLIENT Agency”), all provisions for CLIENTS in these Client T&Cs apply accordingly to the CLIENT Agency. In particular, the CLIENT Agency must ensure in this case that services that the advertising company must provide in accordance with these Client T&Cs (e.g. campaign briefings, content specifications for the advertising material, etc.) are actually provided by the advertising company. S71 (or S71 Managed Artist) and CLIENT are collectively referred to as the “PARTIES”.

1.2.The provisions of a booking form agreed between the PARTIES (the “BOOKING FORM”) or a contract negotiated between the PARTIES (the “CONTRACT”) shall take precedence over the provisions of these Customer T&Cs. Deviations from these Customer T&Cs, insofar as they are not contained in the BOOKING FORM or the CONTRACT, as well as verbal agreements between the PARTIES are only effective if they are agreed in writing.

2. Subject matter of the contract

The subject of the BOOKING is the conception and creation of advertising postings (images, text, and video) in the area of social media (e.g., YouTube, Instagram, TikTok, Facebook, etc.) by social media artists commissioned by S71 (hereinafter referred to as “CREATOR”) and their distribution via the social media channels of the CREATOR and/or the CLIENT. As a multi-channel network of ProSiebenSat.1 Group, S71 markets both CREATORS (and their channels) under contract with S71 and third-party content and channels.

3. Realisation of the BOOKING

The BOOKING becomes binding as soon as the CUSTOMER either

• confirms the BOOKING FORM sent by S71 by e-mail or via a link sent by S71 on a designated S71 website

or

• as soon as each PARTY has received a BOOKING FORM signed by the other PARTY or an AGREEMENT signed by the PARTIES (i) in the original or (ii) as a scanned copy by e-mail or fax or (iii) as an electronic document with an electronic signature.

The validity of the CLIENT’S general terms and conditions is rejected. This applies even if the CLIENT’S terms and conditions have not been expressly objected to and/or S71 renders its services without objection

If the BOOKING is concluded with the CLIENT Agency in its own name, the beneficiary advertising company must be precisely identified by name (name, full address and contact details, VAT ID). S71 is authorised to request proof of mandate from the CLIENT agency. In these cases, the CLIENT according to these Client T&Cs is the CLIENT Agency. Invoicing is made to the CLIENT Agency. With the BOOKING, it assigns the payment claims against the advertising company it represents from the contract on which the claim is based to S71 as security. S71 hereby accepts this assignment. S71 is authorised to disclose the assignment to the advertising company if the claim is not settled within one month of the due date. In such cases, S71 also reserves the right to forward the BOOKING FORM to the advertising company

4. Rights and obligations of S71

4.1. S71 shall provide the services specified in the BOOKING.

4.2. S71 is free in the manner of providing the agreed service. With the exception of the CREATOR’S service, which is to be provided only by the CREATOR in person, Studio71 is authorised in particular to commission third parties in all phases of service processing. This does not change the service relationship between S71 and the CLIENT.

4.3. Unless expressly stated otherwise in the BOOKING, the CONTENT will remain publicly accessible on the respective platforms for at least three months after the end of the project period. This does not apply to “ephemeral” CONTENT (e.g. Instagram stories), which “expire” before then due to their function. After the three months have expired, it is at the sole and free discretion of the Creator to keep the CONTENT available.  

5. Rights and obligations of the CUSTOMER

5.1. CLIENT sends S71 a briefing on the content of the BOOKING. The briefing may contain text suggestions and specify what information is to be conveyed in the context of the BOOKING (hereinafter referred to as “BRIEFING”). By submitting the BRIEFING, the CLIENT transfers responsibility for implementation to S71. If the CLIENT does not provide a briefing, the parties shall agree in writing (e-mail is sufficient) on the content of the BOOKING.

5.2. CLIENT must inspect the services provided by S71 for defects immediately after delivery and notify S71 by email of any specific reasons that prevent acceptance. If no declaration is made immediately to the S71 contact named in the BOOKING FORM or CONTRACT, the service is deemed accepted. If the CLIENT does not accept the service and the service contains incorrect information and/or the service deviates significantly from the CLIENT’s briefing, S71 will grant the CLIENT one change loop per commissioned content (“CONTENT”). If the changes requested by the CLIENT and possible both technically and in terms of content have been implemented by S71 as part of the change loop, the service is deemed accepted.

5.3. If contractual obligations cannot be fulfilled, cannot be fulfilled on time, or cannot be fulfilled properly due to force majeure, S71 is released from its obligation to perform during the force majeure event. Force majeure” refers exclusively to events whose causes are not within the sphere of S71. S71 must fulfil the contractual obligation immediately after the force majeure event has ceased.

5.4. If the BOOKING requires that the CREATOR be provided with goods and/or services of the CLIENT, the CLIENT will arrange and invoice this directly with the CREATOR. This is not part of S71’s performance obligation and is neither owed by S71 nor provided to S71.

5.5. If the contractual partner is the CLIENT AGENCY, the following also applies: The CLIENT AGENCY warrants that it has full legal authority to bind the advertiser company to these T&Cs and that it agrees to these T&Cs on behalf of the advertiser company and also warrants the advertiser company’s compliance with the provisions of the T&Cs. If for any reason the CLIENT AGENCY does not bind the advertiser to these GTC, the CLIENT AGENCY shall be liable for the fulfilment of all obligations that would have been obligations of the advertiser under these GTC.  

6. Labelling under advertising law

CUSTOMER acknowledges that CONTENT must be labelled in accordance with advertising law and that only the person named in the legal notice as the person responsible for the content is responsible for the legally correct labelling (usually the CREATOR, in the case of CONTENT for the CUSTOMER’s social media channels or the advertising company). In the event that the CUSTOMER is the disseminator of the CONTENT, the CUSTOMER undertakes to label the CONTENT in accordance with advertising law exclusively in compliance with applicable statutory provisions (in particular in accordance with media and competition law). In cases in which the CUSTOMER is not to be regarded as the disseminator of the CONTENT, the CUSTOMER recognises that the person responsible for the content alone decides which labelling is to be applied.

7. Remuneration / VAT / Invoicing

7.1. CLIENT is obliged to pay S71 the remuneration agreed in the BOOKING FORM or CONTRACT

7.2. All prices are net, i.e. excluding any applicable value added tax.

7.3. CLIENT is obligated to pay S71 the agreed remuneration plus the legally owed VAT concurrently against issuance of a proper invoice pursuant to Sections 14, 14a UStG (Umsatzsteuergesetz – German VAT Act). This also applies in the event of a subsequent increase in the payable VAT (e.g. as a result of changes to the assessment basis) or the subsequent realisation of a higher payable VAT (e.g. as a result of a tax audit).

7.4. If and to the extent that VAT was wrongly invoiced and paid or offset, there is a claim for repayment against S71. In order to avoid or terminate an existing tax liability in this context pursuant to Section 14 c (1) and (2) UStG, the CLIENT shall take the necessary and possible actions/measures step by step.

7.5. In cases where the payable VAT is subsequently reduced or a reduced payable VAT is subsequently recognised, the respective supplier shall reimburse the recipient for the corresponding difference. The recipient of the service shall provide the cooperation that enables the supplier to obtain a refund of the difference from the tax authorities.

7.6. The PARTIES shall endeavour as far as possible to ensure that the tax authorities responsible for them reach a consensual assessment of the facts.

7.7. Claims of a PARTY pursuant to this Section 7 as the supplier shall not become time-barred before the expiry of six months after the VAT assessment notice for the tax period in which the (last) service of the supplier was rendered in accordance with the BOOKING has become formally and substantively final. Claims of a party pursuant to this Section 7 as the recipient of the service shall not become time-barred before the expiry of six months after the VAT assessment notice for the tax period in which the (last) service was received from the supplier or (if different) the corresponding input tax deduction was claimed by the recipient of the service has become formally and substantively final.

8. Payment Terms

8.1. Unless separate agreements have been made, payments are due without deduction 14 days after receipt of the invoice. S71 may also issue invoices for partial services at any time. In this case, S71 will specify the partial service on the invoice.

8.2. For BOOKINGS with a net order value of EUR 100,000.00 or more, S71 is authorised to invoice an advance payment of one-third of the order value upon conclusion of the contract.

8.3. Bank charges are borne by the CLIENT. Payments by the CLIENT are only deemed to have been made when S71 can dispose of the amount.

8.4. In the event of late payment, S71 is authorised to withhold further performance until the invoice is settled. A right of retention also exists in all cases of a significant deterioration in the financial circumstances of the CLIENT and/or the advertising company. The claim for payment, including for any services not yet rendered, remains unaffected. S71 is entitled to demand default interest in the amount of 10 percentage points above the base interest rate. The assertion of further damages is expressly reserved. The CLIENT’s right to prove a lower damage caused by default remains unaffected.

8.5. The CUSTOMER is only entitled to set-off rights if its counterclaims are legally established, undisputed, or recognised by S71. In addition, the CUSTOMER is only authorised to assert a right of retention to the extent that its counterclaim is based on the same contractual relationship and is legally established, undisputed, or recognised by S71.

9. Warranty and liability

9.1. The parties shall be liable to each other in full for damages caused intentionally or by gross negligence as well as for injury to life, limb or health. In the event of damage caused by slight negligence, the claim for damages shall be limited to the foreseeable damage typical of the contract.

9.2. S71 is not liable for impossibility of performance or for delays in performance if these are caused by force majeure events or other unforeseeable events (e.g. natural disasters such as floods, earthquakes, hurricanes, etc.), operational disruptions of all kinds, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, official measures, fires, riots, wars, sabotage, terrorist attacks, or the outbreak of an epidemic or pandemic) for which S71 is not responsible. If such events make performance significantly more difficult or impossible for S71 and the impediment is not merely temporary, S71 is entitled to extraordinary cancellation of the contract with immediate effect. In the event of hindrances of temporary duration, the performance deadlines are extended or the performance dates are postponed by the period of the hindrance plus a reasonable start-up period.

9.3. Insofar as a party is only liable in accordance with Section 9.1 of these Customer T&Cs in the amount of the typically foreseeable damage, there is no liability for indirect damage, consequential damage or loss of profit.

9.4. Insofar as the liability of a party is excluded or limited, this shall also apply to the personal liability of the employees, workers, staff, representatives and vicarious agents of this party.

9.5. The CUSTOMER guarantees not to publish or refer to any illegal or immoral content in the context of the BOOKING. If and to the extent that the CLIENT provides content or material for the BOOKING, the CLIENT warrants that no third-party rights, in particular personal rights, labelling rights, property rights, copyrights, design rights, are infringed. The CLIENT also authorises S71 and CREATOR to use the name(s)/trademark(s)/logo(s) of the CLIENT or the advertising company in connection with the BOOKING and in communication in all media. The CUSTOMER agrees to fully indemnify S71 and/or CREATOR from any claims upon first request and to compensate any damages that are asserted against S71 and/or CREATOR by third parties in this context. This applies both to claims asserted by third parties, regardless of the legal grounds, and to the resulting costs of legal defence.

10. Reservation of rights

All rights arising in connection with the BOOKING that are not granted or transferred to the CLIENT in writing remain with CREATOR. The CLIENT and/or the advertising company grants S71 and companies affiliated with S71 pursuant to Sections 15 et seq. AktG (German Stock Corporation Act) the right to use the CLIENT’s logo and/or the advertising company (brand and symbol) in the context of customer presentations (e.g., naming as a reference customer) and on its own website. In particular, the CUSTOMER is not authorised to use content (in particular image material, video material or social media content such as postings) in whole or in part on video platforms or social media channels other than those agreed and/or to use excerpts thereof for PR purposes and/or merchandising purposes or to use them or have them used by third parties without express written agreement. In addition, no rights to the promotional use of images and/or names of performers or contributors or similar shall be transferred to the BOOKING without express written agreement.

11. Extraordinary cancellation

11.1. The contract term agreed in the BOOKING FORM or CONTRACT shall apply (“CONTRACT TERM”).

11.2. Unless otherwise agreed, the statutory provisions on cancellation shall apply. The right to terminate without notice for good cause remains unaffected by any agreement. Good cause entitling S71 to terminate without notice exists in particular if:

• the CUSTOMER becomes insolvent, in particular if court insolvency proceedings have been applied for or opened against its assets or if the opening of insolvency proceedings has been rejected for lack of assets;
• the CUSTOMER decides to liquidate its company or actually discontinues its business activities;
• a warning has been issued against one and/or both parties and/or a company of ProSiebenSat.1 Media SE as a result of a contractual service and/or an injunction has been obtained which is caused by the behaviour of the CUSTOMER and/or the advertising company;
• measures or orders issued by authorities or other government agencies prevent the fulfilment of the services owed by S71;
• S71 has a reasonable suspicion, which cannot be refuted by the CLIENT, that the CLIENT and/or the advertising company or the offers and/or cooperation content provided by the CLIENT violates or violates legal provisions, in particular the German Criminal Code or the Interstate Treaty on the Protection of Minors in the Media. Reasonable suspicion exists as soon as S71 has fact-based indications of a violation of legal provisions, in particular from the initiation of investigative proceedings against the CUSTOMER and/or the advertising company or from the request of the CUSTOMER and/or the advertising company for a statement by other authorities (e.g. state media authorities).

11.3. The CLIENT must pay for the services provided by S71 up to receipt of a cancellation in accordance with the scope of services. Furthermore, the remuneration already provided up to this point in time is not to be refunded. Any claim for damages by S71 against the CLIENT remains unaffected.

11.4. Each cancellation must be made in writing (i) as an original or (ii) as a scan copy by e-mail or by fax (iii) as an electronic document with an electronic signature.

12. Confidentiality

12.1. The parties undertake to treat all information and data that they receive from the other party in connection with the execution of the BOOKING as confidential and to make it accessible to third parties only to the extent that this is necessary for the provision of the agreed services. This applies in particular to price lists and contracts. This obligation shall also apply after termination of the BOOKING.

12.2. In this respect, companies affiliated with S71 under group law are not third parties. In addition, S71 is entitled to disclose information necessary for the fulfilment of this contract to participants in the BOOKINGS in an appropriate form.

12.3. If and insofar as an agency works for the advertising company, the agency shall ensure by means of suitable confidentiality agreements that the clients it supports do not pass on to third parties the information obtained in the course of carrying out the BOOKING. Disclosure by the agency to an auditor engaged by the agency’s clients for the purposes of the media audit and for benchmarking purposes is permitted, provided that the auditor undertakes in writing to maintain confidentiality, to guarantee data protection and data security and to comply with antitrust regulations. In the course of an audit or benchmarking, the agency or the auditor may not disclose any information that would allow the recipient to draw conclusions about the conditions of individual advertising clients. Under no circumstances may the information be disclosed or otherwise made accessible to competitors of S71.

13. Final provisions

13.1. The law of the Federal Republic of Germany shall apply excluding the conflict of laws provisions. Berlin is agreed as the exclusive place of jurisdiction for any disputes arising from this contractual relationship.

13.2. S71 is authorised to transfer the rights and obligations vis-à-vis the CLIENT to companies in which S71 has a direct or indirect interest and/or to companies that are affiliated companies (pursuant to Sections 15 et seq. AktG [Aktiengesetz – German Stock Coperation Act]) of ProSiebenSat.1 Media SE.

13.3. Should individual or several provisions of these Customer T&Cs be or become invalid, this shall not affect the validity of all other provisions or agreements.

13.4. There are no further verbal agreements. Any prior agreements shall lapse without replacement. Amendments and additions to these Customer T&Cs, including amendments to this clause, must be made in writing.

General Terms and Conditions of Studio71 GmbH
for Creators regarding Brand Partnerships

As of 16th June 2024

1. Scope of application

1.1. These General Terms and Conditions for Creators in the area of Brand Partnerships (“Creator T&Cs”) govern the contractual relationship between Studio71 GmbH (hereinafter “S71”) and the artist who creates, participates in, and distributes content in the area of social media (e.g. via YouTube, Instagram, TikTok, Twitch, etc.) or their agency/representative (“CREATOR”) as the contractual partner of the advertising booking in the area of influencer marketing (hereinafter referred to as the “BOOKING”). S71 and CREATOR are collectively referred to as the “PARTIES”.

1.2. The provisions of the booking form agreed between the PARTIES (the “BOOKING FORM”) shall take precedence over the provisions of these GTC. Deviations from these Creator T&Cs, insofar as they are not contained in the BOOKING FORM, as well as verbal agreements between the PARTIES are only effective if they are agreed in writing.

1.3. The term “CREATOR” in these Creator T&Cs includes the masculine, feminine and diverse form.

2. Subject matter of the contract

The object of the BOOKING is the conception and creation of advertising postings (images, text and video) in the area of social media (e.g. YouTube, Instagram, TikTok, Facebook etc.) by the CREATOR for a customer (i.e. an advertising company or an agency acting in the name of or on behalf of the advertising company, hereinafter jointly referred to as “CUSTOMER”) and their distribution via the social media channels of the CREATOR and/or the CUSTOMER.

3. Realisation of the BOOKING

The BOOKING becomes binding as soon as the CREATOR either

• confirms the BOOKING FORM sent by S71 by e-mail or via a link sent by S71 on a designated S71 website

or

• as soon as each PARTY has received a BOOKING FORM signed by the other PARTY (i) in the original or (ii) as a scanned copy by e-mail or fax or (iii) as an electronic document with an electronic signature.

The validity of CREATOR’S general terms and conditions is rejected. This applies even if CREATOR’S terms and conditions have not been expressly objected to and/or S71 renders its services without objection.

If the BOOKING is concluded with an agency of the CREATOR in the CREATOR’S own name, the Creator taking action must be precisely identified by name (name, full address and contact details, VAT ID). In this case, the agency is obligated to ensure that the named Creator provides the services specified in the BOOKING in person and that all obligations to be performed by the Creator under these Creator T&Cs are fulfilled by the Creator. S71 is authorised to request proof of mandate from the agency. In these cases, the CREATOR according to these GTC is the agency. Payment of the remuneration is then made to the agency. S71 reserves the right to forward the BOOKING FORM to the Creator taking action.

4. Rights and obligations of S71

4.1. S71 undertakes to provide the services specified in the BOOKING, in particular to pay the remuneration specified therein.

4.2. CLIENT sends S71 a briefing on the content of the BOOKING, which S71 forwards to CREATOR as part of the BOOKING. The briefing may contain text suggestions and specify which information is to be conveyed in the context of the BOOKING (hereinafter referred to as “BRIEFING”). By submitting the BRIEFING, S71 transfers responsibility for implementation to CREATOR. If the CLIENT has not created a separate BRIEFING, S71 will inform CREATOR in writing (e-mail is sufficient) of the content of the BOOKING.

5. Rights and obligations of the CREATOR

5.1. For the project described in the BOOKING, CREATOR shall create the content described therein (moving image and/or other content) on the platforms specified in the BOOKING and/or shall assist in their creation (referred to as “CONTENT”).

5.2. Exact details with regard to the CONTENT (e.g. distribution channel, time of publication, links and hashtags to be used, etc.) result from the BOOKING.

5.3. CREATOR is responsible for ensuring that the CONTENT complies with the legal requirements for advertising content in telemedia. The decision as to how the CONTENT is to be labelled as advertising (e.g. as product placement or as an advertising video) and which measures are specifically necessary and sufficient is the sole responsibility of CREATOR. S71 will support CREATOR in the implementation if necessary.

5.4. In addition, CREATOR is responsible for ensuring that the CONTENT does not violate any third-party rights (e.g., copyrights, trademark rights, ancillary copyrights, or personal rights). In the event that third-party claims are asserted against S71 in the context of the BOOKING that have their legal basis in conduct for which CREATOR is responsible, CREATOR agrees to fully indemnify S71 against all third-party claims, including any legal defence costs, upon first request.

5.5. Unless expressly stated otherwise in the BOOKING, CREATOR shall ensure that the CONTENT remains publicly accessible on the respective platform for at least three months after the end of the campaign agreed in the BOOKING. This does not apply to “ephemeral” CONTENT (e.g. Instragram stories), which “expire” earlier due to their function.

5.6. The advertising marketing of the CONTENT on the CREATOR channels (e.g. via pre-roll, mid-roll, display ads) is deactivated for the period of the BOOKING.

5.7. CREATOR will not advertise any other brands of direct competitors (according to the consumer and market analyses of Nielsen) on the contractual platforms for the period of the BOOKING. Details in this regard can be found in the BOOKING.

5.8. Unless otherwise expressly agreed between the PARTIES in the BOOKING, the “look & feel” of the CONTENT shall correspond to the existing moving or other content on the CREATOR’s channels. The CREATOR is free to implement this.

5.9. The PARTIES are aware that the successful implementation of the BOOKING requires swift and clear communication. The PARTIES will endeavour to examine and respond to enquiries and requests from the other party at short notice and to provide each other with the best possible support.

5.10. CREATOR is aware that the CUSTOMER will inspect the services rendered for defects immediately after delivery and, in the event that the CONTENT deviates significantly from the agreed BRIEFING, the CUSTOMER may demand rectification. In such cases, S71 may therefore request CREATOR to make a change loop for each CONTENT, which CREATOR must implement accordingly.

5.11. If contractual obligations cannot be fulfilled, cannot be fulfilled on time or cannot be fulfilled properly due to force majeure, CREATOR is released from its obligation to perform during the force majeure event. Force majeure” refers exclusively to events whose causes are not within CREATOR’s sphere of influence. CREATOR must fulfil the contractual obligation immediately after the force majeure event has ceased.

5.12. If the BOOKING requires that CREATOR be provided with goods and/or services of the CLIENT, CREATOR will arrange and invoice this directly with the CLIENT. These services are not part of S71’s performance obligation and are neither owed by S71 nor provided to S71.

5.13. If the contractual partner is the Creator Agency, the following additionally applies: The Creator Agency guarantees that it has the full legal authority to bind the Creator to the Creator T&Cs and that it agrees to this Creator T&Cs on behalf of the Creator and also guarantees the Creator’s compliance with the provisions of the Creator T&Cs. If the Creator Agency does not bind the Creator to this Creator T&Cs for any reason, the Creator Agency is liable for the fulfillment of all obligations that would have been obligations of the Creator under this Creator T&Cs.

5.14. Immediately after confirmation of the BOOKING, CREATOR and/or the Creator Agency is obligated to provide S71 with all necessary information (email address, name, business ID, etc.) for the technical connection of advertising content (authorization to place advertisements, retrieve reports/insights, etc.) on the respective social media platforms (Instagram, Facebook, etc.) or to perform all necessary acts of cooperation in this regard (granting access, etc.).

6. Remuneration / VAT / Invoicing

6.1. S71 is obliged to pay CREATOR the remuneration agreed in the BOOKING FORM.

6.2. All prices are net, i.e. excluding any applicable value added tax.

6.3. S71 is obligated to pay CREATOR the agreed remuneration plus the legally owed VAT in exchange for a proper invoice pursuant to Sections 14, 14a UStG (Umsatzsteuergesetz – German VAT Act). This also applies in the event of a subsequent increase in the payable VAT (e.g., as a result of changes to the assessment basis) or the subsequent realisation of a higher payable VAT (e.g., as a result of a tax audit).

6.4. If and to the extent that VAT was wrongly invoiced and paid or offset, CREATOR is entitled to a refund. CREATOR will take the necessary and possible actions/measures step by step to avoid or terminate an existing tax liability in this context pursuant to Section 14 c (1) and (2) UStG.

6.5. In cases where the payable VAT is subsequently reduced or a reduced payable VAT is subsequently recognised, the respective supplier shall reimburse the recipient for the corresponding difference. The recipient of the service shall provide the cooperation that enables the supplier to obtain a refund of the difference from the tax authorities.

6.6. The PARTIES shall endeavour as far as possible to ensure that the tax authorities responsible for them reach a consensual assessment of the facts.

6.7. Claims of a PARTY pursuant to this Section 6 as the supplier shall not become time-barred before the expiry of six months after the VAT assessment notice for the tax period in which the (last) service of the supplier was rendered in accordance with the BOOKING has become formally and substantively final. Claims of a party pursuant to this Section 6 as the recipient of the service shall not become time-barred before the expiry of six months after the VAT assessment notice for the tax period in which the (last) service was received from the supplier or (if different) the corresponding input tax deduction was claimed by the recipient of the service has become formally and substantively final.

7. Payment Terms

Unless other separate agreements have been made, payments are due in each case without deduction 30 days after receipt of the invoice.

8. Warranty and liability

8.1. The parties shall be liable to each other in full for damages caused intentionally or by gross negligence as well as for injury to life, limb or health. In the event of damage caused by slight negligence, the claim for damages shall be limited to the foreseeable damage typical of the contract.

8.2. S71 is not liable for impossibility of performance or for delays in performance if these are caused by force majeure events or other unforeseeable events (e.g. natural disasters such as floods, earthquakes, hurricanes, etc.), operational disruptions of all kinds, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, official measures, fires, riots, wars, sabotage, terrorist attacks, or the outbreak of an epidemic or pandemic) for which S71 is not responsible. If such events make performance significantly more difficult or impossible for S71 and the impediment is not merely temporary, S71 is entitled to extraordinary cancellation of the contract with immediate effect. In the event of hindrances of temporary duration, the performance deadlines are extended or the performance dates are postponed by the period of the hindrance plus a reasonable start-up period.

8.3. Insofar as a party is only liable in accordance with Section 8.1 of these Creator T&Cs in the amount of the typically foreseeable damage, there is no liability for indirect damage, consequential damage or loss of profit.

 8.4. Insofar as the liability of a party is excluded or limited, this shall also apply to the personal liability of the employees, workers, staff, representatives and vicarious agents of this party.

8.5. CREATOR guarantees not to publish or refer to any illegal or immoral content in the context of the BOOKING. The CUSTOMER authorises CREATOR to use the name(s)/trademark(s)/logo(s) of the CUSTOMER or the advertising company in connection with the BOOKING and in communication in all media.

9. Reservation of rights

All rights arising in connection with the BOOKING shall remain with the CREATOR, unless otherwise agreed in the context of the BOOKING.

10. Extraordinary cancellation

10.1. The contract term agreed in the BOOKING FORM shall apply (“CONTRACT TERM”).

10.2. Unless otherwise agreed, the statutory provisions on cancellation shall apply. The right to terminate without notice for good cause remains unaffected by any agreement. Good cause entitling S71 to terminate without notice exists in particular if:

• CREATOR becomes insolvent, in particular if court insolvency proceedings have been applied for or opened against its assets or if the opening of insolvency proceedings has been rejected for lack of assets;
• CREATOR decides to liquidate its company or actually discontinues its business activities;
• a warning has been issued and/or an injunction has been obtained against one and/or both parties and/or a company of ProSiebenSat.1 Media SE as a result of a contractual service which was caused by the behaviour of CREATOR;
• measures or orders issued by authorities or other government agencies prevent the fulfilment of the services owed by S71;
• S71 has reasonable suspicion, which cannot be refuted by CREATOR, that CREATOR or the services and/or CONTENT provided by CREATOR violates or violates legal provisions, in particular the German Criminal Code or the Interstate Treaty on the Protection of Minors in the Media. Reasonable suspicion exists as soon as S71 has fact-based indications of a violation of legal provisions, in particular from the initiation of investigative proceedings against CREATOR or from the request of CREATOR for a statement by other authorities (e.g. state media authorities).

10.3. Each cancellation must be made in writing (i) as an original or (ii) as a scan copy by e-mail or by fax (iii) as an electronic document with an electronic signature.

11. Confidentiality

11.1. The parties undertake to treat all information and data that they receive from each other in connection with the execution of the BOOKING as confidential and to make it accessible to third parties only to the extent that this is necessary for the provision of the agreed services. This applies in particular to price lists and contracts. This obligation shall also apply after termination of the BOOKING.

11.2. In this respect, companies affiliated with S71 under group law are not third parties. In addition, S71 is entitled to provide information necessary for the fulfilment of this contract in an appropriate form to parties involved in the BOOKINGS.

12. Final provisions

12.1. The law of the Federal Republic of Germany shall apply to the excluding the conflict of laws provisions. Berlin is agreed as the exclusive place of jurisdiction for any disputes arising from this contractual relationship.

12.2. S71 is authorised to transfer the rights and obligations vis-à-vis the CREATOR to companies in which S71 holds a direct or indirect interest and/or to companies that are affiliated companies (pursuant to Sections 15 et seq. of the German Stock Corporation Act) of ProSiebenSat.1 Media SE.

12.3. Should individual or several provisions of these Creator T&Cs be or become invalid, this shall not affect the validity of all other provisions or agreements.

12.4. There are no further verbal agreements. Any prior agreements shall lapse without replacement. Amendments and additions to these Creator T&Cs, including amendments to this clause, must be made in writing.