1. The following General Terms and Conditions apply for all contracts, deliveries and other services, provided that they have not been altered or excluded with the express written approval of Voiceover artist ANJES BORCHERS.
2. The general terms and conditions of customers or Principals of voice talent ANJES BORCHERS are excluded from any contract entered into by Anjes Borchers, even if they have not been expressly objected to by ANJES BORCHERS.
II. Tender and Conclusion of Contract
1. Tenders shall always be nonbinding, and contracts and other agreements shall only become binding if confirmed in writing by ANJES BORCHERS. This applies in particular for agreements on the type and extent of exploitation rights to be transferred to the Principal or customer.
2. Materials and documents included in tenders such as manuscripts, drafts or demo recordings may only be used for the purpose of reviewing the voiceover services offered by ANJES BORCHERS and must be immediately returned to ANJES BORCHERS on request.
3. When placing an order the Principal shall identify the advertiser and specify the product in question as well as the area of application and duration of use of the production or service. Changes to this must be communicated to ANJES BORCHERS immediately.
III. Copyright and Exploitation Rights
1. Every order placed with ANJES BORCHERS shall be deemed a copyright contract for services which is aimed at the transfer of utilisation and exploitation rights to the voiceover services provided by ANJES BORCHERS. Utilisation and exploitation rights granted by ANJES BORCHERS to productions and services shall only pass to the Principal to the extent, for the time period and for the purpose agreed upon.
2. All drafts and completed productions shall be subject to the German Copyright Law. The provisions of the German Copyright Law (UrhG) shall also apply in cases where the degree of uniqueness required by § 2 UrhG is not reached. Proposals or other contributions made by the Principal shall not result in a reduced remuneration.
3. Neither the placement of an order nor the payment for an ordered voiceover service shall establish exclusive rights or a prohibition to compete to the detriment of ANJES BORCHERS. Exceptions to this must be expressly laid down in a separate written agreement. Save for such exceptions ANJES BORCHERS shall be entitled to utilise her voiceover productions for other purposes after expiration of the Principal’s terminable exploitation rights, provided this does not conflict with the Principal’s personal rights or ancillary copyrights.
4. The utilisation and exploitation rights shall not pass to the Principal until the remuneration agreed upon has been paid in full. Aside from this ANJES BORCHERS shall be entitled to forbid the Principal to make further use of her utilisation and exploitation rights to voiceover services rendered by ANJES BORCHERS with immediate effect if the Principal is in arrears with payments owed in connection with business dealings with ANJES BORCHERS or with a voice artist or company recruited by ANJES BORCHERS by more than 20 days.
5. ANJES BORCHERS shall be entitled to make use of productions or services which came about by order of a customer for her own advertising purposes free of charge, at any time, at any place and in any media. In this case ANJES BORCHERS shall be entitled to quote the name of the Principal or voice artist for this purpose.
IV. Extent of the Principal’s Exploitation and Utilisation Rights in Detail – Principal’s Rights and Obligations in Exploitation
1. Corporate films and corporate radio productions within the meaning of these General Terms and Conditions and of contracts entered into by ANJES BORCHERS are image films, product presentations, sales videos, in-store radio productions, educational and documentary films, training videos, technical films and other similar films that are not usually used as films for radio, TV or cinema advertising or as advertising spots in these mass media. Corporate films and voice recordings therefrom may not be used for any purpose other than that agreed upon or presented to any other than the audience defined in the contract. In particular they must not be presented or used for advertising purposes in a mass medium. Any deviation from this must be laid down in a separate written agreement. In this case the present General Terms and Conditions shall apply accordingly for broadcasting and distribution rights for radio, TV and cinema advertising, especially advertising spots.
2. The following exploitation and utilisation rules shall apply for radio, TV and cinema advertising and advertising spots that are suitable or intended for presentation in similar mass media.
a) Drafts (layouts) are intended to aid the Principal in deciding whether they want to use a spot designed according to the layout. Advertising spots (spots) are ready-to-use radio, TV or cinema productions which are suitable for broadcasting or presentation, whether directly or after adaptation to the selected mass medium, and have been approved for this by ANJES BORCHERS and the Principal. If the spot is broadcast or presented with the Principal’s knowing and according to his wish, this will be taken to imply his approval of the layout as conforming to the contract and approval for release.
b) The Principal shall be entitled to use layouts or voice recordings produced or put at his disposal by ANJES BORCHERS for presentations and market tests and to extract whatever motives he might need from the voice material. However, layouts that have not been approved for release by ANJES BORCHERS may neither be broadcast or presented nor made available to the wider public in any other way, regardless for what purpose. This shall also apply for parts of the layout.
c) The Principal may have advertising spots broadcast or presented via the medium and within the region agreed upon over a period of 12 months starting from their approval for release by ANJES BORCHERS, though for no longer than 12 months after the release. Unless the Principal specifies a broadcasting or presentation area in the contract, usage will be assumed to be regional or according to the Principal’s typical activities. The Principal must review this at latest on receipt of the invoice and, if the intended usage deviates from the broadcasting or presentation areas given in the invoice, must immediately inform ANJES BORCHERS accordingly. This review must be done on the basis of ANJES BORCHERS’s current price list.
If the broadcasting area is agreed to be the German Federal Republic, the Principal’s right to broadcast will extend to broadcasting channels that are operated from Germany but can be received throughout Europe. If other countries are included in the broadcasting area specified in the contract, the above provision on the decisiveness of the broadcasting company’s location shall apply accordingly.
d) The Principal shall not be entitled to use a spot or part of a spot produced by ANJES BORCHERS for producing another or a new spot or to use it in another medium or with the use of new media such as the Internet or other multimedia applications etc. without permission by ANJES BORCHERS to do so. Such permission shall be subject to an additional exploitation fee. This shall also apply in cases where corporate films or corporate radio spots, within the meaning of the present General Terms and Conditions, are broadcast or presented to the public via a medium, or a new medium, other than those agreed upon.
3. Television contributions, television and radio presentations shall be provided by ANJES BORCHERS on the basis of individual agreements with the Principal. This shall also apply for contributions to the production of videos, CD ROMs and multimedia applications that are to be sold or used for advertising purposes. If no individual agreement is made or if the individual agreement contains no ruling on the broadcasting or distribution rights granted to the Principal, the provisions laid down above with regard to advertising spots shall apply. Aside from this the Principal undertakes not to made audio or picture recordings of moderated programmes or events available to the wider public or broadcast such recordings via media.
4. The Principal must inform ANJES BORCHERS whenever a voiceover production provided by ANJES BORCHERS is to be released, be it in whole or in part or in its original or an edited version. This obligation to inform shall apply for the release via the medium originally agreed upon as well as for the release via another or a new medium; it shall further apply for the release in a new area or for the re-release following the expiration of the agreed time period. If the Principal fails to inform ANJES BORCHERS prior to the release they must do so instead within twelve days after the release.
5. If the Principal is a registered trader, and if in violation of these General Terms and Conditions they present or use voiceover work, layouts or spots beyond the scope agreed upon in this contract without a contractual basis or without permission by ANJES BORCHERS or without informing ANJES BORCHERS in good time as provided in Clause 4 above, they shall be liable to a contractual penalty in the amount of four times the exploitation fee originally agreed upon and without recourse to denial of continuation of offence. The Principal shall also be liable for acts of dissemination and exploitation by third parties who became involved in the production through the Principal’s initiative.
V. Voiceover Services
1. ANJES BORCHERS shall provide voiceover services based on the Principal’s specifications. Texts sent by the Principal for production purposes shall be considered approved. ANJES BORCHERS shall not be liable for errors in texts sent in or approved by the Principal.
2. The customer must review voiceover services provided by ANJES BORCHERS immediately on receipt. Complaints relating to voiceover services provided by ANJES BORCHERS must be communicated immediately upon receipt of the production.
3. ANJES BORCHERS shall deliver voiceover productions by email, ftp, ISDN, post or through another delivery service. The costs of this shall be borne by the Principal. ANJES BORCHERS shall not be liable for damage to or late delivery of the consignment, i.e. neither for direct damages not for consequential damages or losses.
1. The amount of remuneration in an individual case shall be determined primarily by individual written agreements between the parties or by the order confirmation sent by ANJES BORCHERS. Verbal agreements shall only be valid if they have been confirmed by ANJES BORCHERS in writing. In the absence of a written agreement or order confirmation giving the amount of remuneration, or if additional contractual services are performed in the course of processing an order, the amount of remuneration will be determined by the price list of ANJES BORCHERS that was current at the commencement of order processing and which can be asked for at any time.
2. Draft and layout work must be paid for as a matter of principle even if it does not lead to the broadcasting of a spot. In the event of a broadcast or presentation an exploitation fee shall be charged in addition to the layout fee. If the Principal fails to meet an obligation to provide information pursuant to Section IV Clause 4 of the General Terms and Conditions, they shall be liable to pay, in addition to the exploitation fee, 10% interest per year for a period starting twelve days after the release (or re-release) which established the basis for remuneration and ending on the date of the invoice made out by ANJES BORCHERS but ending no later than the date on which the information owed pursuant to Section IV Clause 4 is received The right to demand interest on arrears in the event of a delay of payment shall remain unaffected by this.
3. If the Principal cancels a production appointment or if they fail to keep a production appointment without due notice of this, the Principal must pay ANJES BORCHERS the agreed remuneration minus any expenses saved. In this case ANJES BORCHERS may charge a flat amount of 40% of the agreed remuneration unless the Principal proves that the expenses saved were higher. A production appointment on a working day shall be deemed cancelled with due notice if is cancelled at the latest 24 hours before the start of the appointment; a later cancellation will only be deemed made with due notice if the Principal had to cancel the production appointment for reasons unrelated to themselves and it was not possible to give earlier notice.
4. If ANJES BORCHERS fails to keep an agreed production appointment due to illness, she shall not be liable for any resulting damage or costs. This shall also apply in the event that ANJES BORCHERS is prevented from keeping the production appointment for other reasons unrelated to themselves.
5. The agreed remuneration shall be excluding the legally required sales tax in the amount legally required in the individual case. Payment must be made within 14 days of the invoice date such that the invoice amount becomes available at the latest on the due date.
6. Counterclaims that are contested by ANJES BORCHERS and are not legally effective may not be set off against payments owed to ANJES BORCHERS. All claims to a right of retention on account of counterclaims that are contested or not legally effective shall be excluded unless such counterclaims originate from the same legal relationship.
1. ANJES BORCHERS shall not be liable for the content of the productions. To this extent ANJES BORCHERS shall act exclusively according to the instructions and in the interest of the Principal and shall have no control over the content of the productions. ANJES BORCHERS shall therefore not be liable for any legal consequences of a voiceover production whose content and form have been specified by the Principal, including consequences with regard to competition law, copyright law or trademark law. This shall apply in relation to the Principal as well as in relation to third parties. It shall also apply for productions to which ANJES BORCHERS has contributed more than only her voiceover services or which have been directed by ANJES BORCHERS.
2. Any liability on the part of ANJES BORCHERS for the violation of secondary contractual obligations, negligence in contracting or for offences relating to tort law or industrial property law shall be excluded save for cases of intent or gross negligence on the part of ANJES BORCHERS or one of her vicarious agents.
VIII. Data Privacy / Electronic Business Transactions
1. ANJES BORCHERS shall treat data of customers confidentially and shall only make them available to third parties to the extent permissible under data protection law or permitted by the Principal. ANJES BORCHERS advises that her customers' data will be subject to electronic processing.
IX. Final Provisions
1. The place of fulfilment of the parties’ mutual contractual obligations shall be Hannover. Customers are required to make payments to the domicile of ANJES BORCHERS, in deviation from the provisions of § 270 of the German Civil Code. If non-cash payment has been agreed on, the risk of timely receipt shall rest with the Principal.
2. To the extent that the Principal is a registered trader, a corporate body or a special public asset, the legal venue in the event of legal disputes shall be Hannover.
3. The legal relationship between the contracting parties, including the present General Terms and Conditions, shall be governed entirely by the laws of the German Federal Republic.
4. If any clause of the above General Terms and Conditions or any other contractual provision contained in any other agreement between the parties should be or become ineffective, this shall have no effect on the legal validity of the remaining provisions or agreements. In this case the parties shall undertake to replace the ineffective provision by one that most closely approximates the economic intent of the ineffective provision.
Hannover, 1 January 2007