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General Terms and Conditions of FXA Media, represented by Fabian Arnold, Berta-von-Suttner Weg 9, 42929 Wermelskirchen.


1. Scope

1.1 The General Terms and Conditions (hereinafter referred to as "GTC") regulate the provision of services by FXA Media Fabian Arnold (hereinafter FXA Media) to the customer. They apply to all contracts that FXA Media concludes with its customers if they are an entrepreneur, a legal entity under public law or a special fund under public law.

1.2 No contracts are concluded with private individuals and consumers. 1.3 FXA Media renders all services exclusively on the basis of these General Terms and Conditions. Deviating terms and conditions of the customer will be rejected unless FXA Media has agreed to their validity in writing.

1.4 Individual contractual agreements take precedence over these GTC. Written consent from FXA Media is required for such agreements to be effective.

2. Subject of the contract and conclusion of the contract

2.1 The conclusion of the contract comes about through two corresponding declarations of intent, offer and acceptance. The contract between FXA Media and the customer can be made either in writing, by telephone (telephone, video chat, etc.) or orally.

2.2 The offer with its content is binding for 14 days after it has been presented to the interested party.
2.3 FXA Media is entitled to obtain services from third parties.

3. Remuneration and Terms of Payment

3.1 The remuneration of FXA Media takes place after the conclusion of the contract with the creation of the invoice, namely 50% immediately and 50% after the service has been provided, unless otherwise agreed in writing.

3.2 The prices that are quoted and communicated, whether by telephone or in writing, are binding. All prices are in EUR and exclusive of statutory sales tax.
3.3 Payment is always made by bank transfer, unless otherwise agreed.

3.4 If the customer is in arrears with his due payment, FXA Media reserves the right to discontinue its services until the outstanding amount has been settled.
3.5 If the payment is not made on time, FXA Media is entitled to compensation for the damage caused by the delay, as well as a claim to the payment of interest on arrears. FXA Media can withdraw from the contract and claim damages.

4. Services requiring acceptance

4.1 If a service or a partial service of FXA Media is subject to the law on contracts for work and services and therefore requires acceptance, the following paragraphs (2-14) shall apply with regard to these services.
4.2 Agreed acceptance dates are not fixed dates and are subject to the provision of the necessary cooperation by the customer. 4.3 If no fixed acceptance/completion date has been agreed, FXA Media has the right to submit the production to the customer for acceptance within 8 weeks of the agreed kick-off date.

4.4 If there are delays for which the customer is responsible, the handover time will be extended by at least this period.
4.5 FXA Media can request acceptance of the partial service from the customer after completion of the respective partial service and, after all adjustment services have been carried out, also a total acceptance of all services.

4.6 Acceptance of the services requires a functional test by the customer. The functional test has been successfully completed if the adjustment services meet the agreed requirements.
4.7 If the functional test is carried out successfully, acceptance must be declared immediately. FXA Media can request the customer to accept part or all of the goods with a deadline of one week. It is deemed to have been accepted at the end of the period if the customer does not notify FXA Media in writing

explained which deficiencies still need to be eliminated. A defect report is prepared by the customer about any defects and left to FXA Media. The transmission risk lies with the customer.
4.8 If defects are found during the functional test, FXA Media is obliged and entitled to continue to process and eliminate them. The services provided by FXA Media to remedy defects are to be remunerated according to the time spent if they exceed two hours. This also applies to services to eliminate defects that are determined after acceptance. In this respect, an hourly rate customary in the industry for a management consultancy should be used.

4.9 FXA Media is entitled to rectify the defect twice within a reasonable period of time to be set by the customer. The time expenditure incurred in this respect is to be remunerated separately by the customer, paragraph (8) applies accordingly.

4.10 The customer cannot refuse acceptance due to insignificant defects in the (partial) service. If there is a dispute between the parties as to whether there is a significant or an insignificant defect, an expert publicly appointed by a chamber of industry and commerce must be heard before starting a legal dispute. In this case, the customer is obliged to make advance payments.

4.11 There are no further claims by the customer, in particular for reimbursement of the necessary expenses for the elimination of the defects, compensation for damages and the reimbursement of wasted expenses.
4.12 If acceptance is refused without reason, the customer comes in

Delay of acceptance. The legal regulations apply.
4.13 The style of FXA Media is conveyed to the customer and defined in the concept by examples of work shown in advance. The customer cannot refuse the purchase because of the style.
4.14 If the customer requests changes during or after production, he must bear the costs for the additional work. The additional effort is calculated according to the hourly rate, which is set at €100.00.

5. Customer Cooperation and Responsibility

5.1 If an action by the customer is required for the performance of the service by FXA Media, this is a duty of the customer to cooperate. The obligation to cooperate includes in particular the timely provision of all necessary information.

5.2 If the customer violates his obligation to cooperate, FXA Media can set him a reasonable deadline to catch up on the action.
5.3 If FXA Media is prevented from providing the agreed services and the reasons for the hindrance stem from the customer's sphere, FXA Media's claim for remuneration remains unaffected.

6. Offsetting and Right of Retention

6.1 The customer can only offset against claims from FXA Media or assert a right of retention if his counterclaim is undisputed, a legally binding title exists or the counterclaim is in a mutual relationship to the respective claim concerned.

6.2 The customer is not entitled to assign claims from the contractual relationship to third parties without the consent of FXA Media.

7. Liability

7.1 FXA Media is only liable for intent and gross negligence.
7.2 The customer indemnifies FXA Media from any liability for operational disruptions and the consequences associated therewith if the recordings are carried out at the customer's own or third-party premises. It does not apply in the event of intent or gross negligence on the part of FXA Media.
7.3 Liability for simple negligence only exists for damage from:
a) injury to life, limb or health,
b) breach of an essential contractual obligation. A contractual obligation is an obligation the fulfillment of which enables the proper execution of the contract in the first place and on the observance of which the contractual partner regularly relies and may rely. However, liability is limited to contract-typical, foreseeable damages.

7.4 The customer bears the risk for all circumstances, such as weather conditions for outdoor recordings, timely provision of products and props, failure of models, travel restrictions, etc.
7.5 The customer is aware that the social media services, through which the services of FXA Media are partially provided (such as the community management of a Facebook page), are operated by third parties and FXA Media relies on the operation of these social media services have no influence and accordingly cannot be held liable for their operation.

8. Social Media Accounts, Social Media Platforms

8.1. If and to the extent that FXA Media or third parties commissioned by FXA Media set up and/or use social media accounts for the customer, this set-up and/or use takes place on the respective social media platform in the name and with the authority of the customer. The contractual partner of the respective platform is the customer.

8.2. The specific scope of the administrative, technical and/or editorial support of the social media accounts is determined by the specific order, in particular it is determined in the order whether FXA Media independently manages the social media communication for the customer within a defined framework or only accordingly in the order can carry out regulated consultations.

8.3. FXA Media is obliged to treat access data for social media accounts received from the customer as strictly confidential, to keep them safe and not to pass them on to unauthorized third parties.
8.4. FXA Media is further obliged to hand over the access data acquired when setting up an account at the latest when the contract is terminated and thus to hand over the account to the customer in full. The customer has the right to request the access data for the respective social media accounts at any time.

8.5. The customer is aware and acknowledges that FXA Media has no influence on the operation of the social media platforms which it may recommend but are operated by third parties and that FXA Media consequently assumes no responsibility for the operational processes of these social media platforms can.

9. Privacy and Data Security

9.1 Customer data is stored for our own purposes. This includes the establishment, implementation or termination of a legal or quasi-legal obligation with the person concerned.
9.2 If personal data is collected, FXA Media will expressly point this out to the contracting party and obtain their prior consent. FXA Media undertakes not to pass on any data to third parties unless the contracting party has given its prior consent. The provisions of the General Data Protection Regulation and the Federal Data Protection Act are observed.

9.3 FXA Media points out that the transmission of data on the Internet can have security gaps. Accordingly, error-free and trouble-free protection of third-party data cannot be fully guaranteed. In this context, the customer fully indemnifies FXA Media for violations of the General Data Protection Regulation and the Federal Data Protection Act. This does not apply if FXA Media is solely responsible for the violations.

10. Acquisition and Transfer of Rights

10.1 Unless otherwise agreed, D FXA Media is obliged to acquire all rights to the extent necessary to achieve the purpose of the contract.
10.2 If the recordings take place in the customer's premises, or if certain people/speakers/images are used at the customer's request, the customer is obliged to acquire all associated rights and permits.

10.3 If the customer provides material (photos, videos) that FXA Media should/can use when placing the order, the customer guarantees that the material provided is free of third-party rights or that the approvals required for the purposes of the main contract are available.

10.4 The customer fully indemnifies FXA Media in this context for violations of third-party rights.
10.5 All related to the services of FXA Media

Industrial property rights, in particular copyrights to services rendered, remain with FXA Media.

10.6 The contents of the contract produced by FXA Media are basically only intended for the customer's own use. The customer is granted the rights of use that are required for contractual use. Unless expressly agreed otherwise, only the simple rights of use are transferred to the customer. All other rights in connection with sound carriers/soundtracks, performance and broadcasting rights of GEMA or similar organizations

are entitled to are not transferred by FXA Media.
10.7 Offering, passing on to third parties or using in a commercial context, the mediated content or the provided (raw) recordings is prohibited. If the customer intends to grant third parties rights to use the content provided, this requires the written consent of FXA Media. Furthermore, the duplication of the content is prohibited.

10.8 The rights of use are only transferred to the customer after the purchase price has been paid in full.
10.9 When using the videos/images, FXA Media can, unless otherwise agreed, demand to be named as the author of the work. Violation of the right to be named entitles you to compensation.

10.10 FXA Media, as the author of the work, reserves the right to

to use the created video for your own advertising purposes.
10.11 The original files remain with FXA Media. If the customer has received (raw) recordings for a fee, the customer is prohibited from using the recordings in other films/contexts without the express consent of FXA Media.
10.12 Violations of the above points will be reported to a law enforcement agency.

11. Reference

The customer grants FXA Media an unlimited right, also beyond any termination of the contractual relationship, which entitles FXA Media to terminate the contractual relationship with the customer and in this context also the name and logo of the customer as well as a

Brief description of the project, to be given as a reference to third parties, whether in oral or written form, as part of a website or a reference list.

12. Final Provisions

The law of the Federal Republic of Germany applies to the exclusion of the UN Sales Convention.
12.2. If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is the Federal Republic of Germany. The same applies if the user does not have a general place of jurisdiction or place of residence in Germany or if the usual place of residence is not known at the time the action is filed.

12.3. Changes or additions to this contract must be in writing, unless this contract explicitly refers to the text form for changes or additions. Changes or additions to this clause must be in writing.

12.4. If a provision of this contract is not effective, this does not affect the legal validity of the remaining provisions. The same applies in the event of a contractual gap.

Terms and Conditions Status: 6.3.2022 ©

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