Terms and Conditions

The general terms and conditions of Cameleon Entertainline e.U., hereinafter referred to as "CE" apply. The contracting party is hereinafter referred to as the "Customer".

For the sake of readability, the masculine form is used in this website for personal designations and personal nouns. Corresponding terms generally apply to all genders for the purpose of equal treatment. The shortened language form is for editorial purposes only and does not imply any judgment.

• 1.  Applicability & Contract's signature

1.1 CE provides its services exclusively on the basis of the following General Terms and Conditions. These also apply to all future business relationships, even if they are not expressly referred to. These conditions are deemed accepted at the latest upon receipt of the goods or services.

1.2 Deviations from these conditions and any other supplementary agreements with the customer are only effective if confirmed in writing by CE.

1.3 Any terms and conditions of the customer will not be accepted unless expressly agreed otherwise in writing in individual cases. There is no need for a specific objection to the customer's terms and conditions by CE.

1.4 If individual provisions of these General Terms and Conditions are ineffective, this does not affect the validity of the remaining provisions and contracts concluded on the basis thereof. The ineffective provision shall be replaced by an effective provision that comes closest to its purpose.

1.5 CE's offers are non-binding and subject to change. Contracts are only concluded upon written order confirmation or actual delivery.

•  2.  Scope of Services, Order Processing, and Customer's Obligations to Cooperate 

2.1 The scope of the services to be provided is determined by the service description in the contract or any order confirmation by CE, as well as any briefing protocol. Subsequent changes to the scope of services require written confirmation by CE. Within the framework set by the customer, CE has creative freedom in fulfilling the order.

2.2 All services provided by CE (e.g., concepts, exposés, treatments, scripts, proposals, etc.) must be reviewed by the customer and approved within five working days of receipt by the customer. If approval is not given in a timely manner, they are deemed approved by the customer.

2.3 The customer will provide CE with all information and documents in a timely and complete manner that are necessary for the provision of the service. The customer will inform CE of all circumstances that are relevant to the execution of the order, even if they only become known during the execution of the order. The customer bears the costs incurred by CE due to the repetition or delay of work as a result of incorrect, incomplete, or subsequently changed information provided by the customer.

2.4 The customer is further obliged to check the documents provided for the execution of the order (photos, logos, etc.) for any copyright, trademark rights, or other rights of third parties. CE is not liable for any infringement of such rights. If CE is held liable for such an infringement, the customer indemnifies CE and must compensate for any disadvantages incurred by CE due to claims by third parties.

2.5 The customer defines the task. Based on this, the task fulfillment is planned jointly. CE may submit a written concept for this and, by agreement with the customer, take over project management. In case of doubt, project management lies with the contracting party.

2.6 Even if the services are provided by the contracting party, CE alone has authority over its employees. The employees are not integrated into the customer's operation. The customer can only provide project coordination guidelines to CE and not directly to individual employees.

2.7 The customer ensures the technical, spatial (e.g., workspaces), and personnel (e.g., provides staff) environment in accordance with CE's specifications. In particular, the customer adheres to the specifications in the offer. The customer grants CE direct and remote access to hardware and software, as well as any technical equipment necessary. The customer must answer questions, review results, and test production, software, and technical equipment promptly.

2.8 The customer nominates in writing a contact person, an address, a mobile number, and an email address for CE to ensure the accessibility of the contact person, especially for live broadcasts and mobile production. The contact person must be able to make the necessary decisions for the customer or bring them about immediately. The contact person ensures good cooperation with the counterpart at CE. The contracting partner's employees, whose activities are necessary, must be released from other activities to an appropriate extent and informed according to the project's demands.

2.9 The customer is responsible for securing their technical equipment and data to the latest state of the art. Without explicit written notice, CE's employees may assume that the technical equipment and all data with which they come into contact are secured.

2.10 The customer bears disadvantages and additional costs in case of breach of their obligations.

• 3.  Equipment Rental

3.1 The subject matter of a rental agreement is exclusively the individual devices listed in the contract. CE reserves the right to replace the devices listed in the rental agreement with functionally equivalent devices until they are handed over to the customer.

3.2 If no written rental agreement has been concluded, the rental agreement is deemed to have been concluded at the latest upon transfer of use.

3.3 The agreed rental price applies. In the event of early return of the devices by the customer, CE is entitled to demand the full rental price, unless an express right of early return has been agreed in writing.

3.4 The customer undertakes to use the rental object carefully and properly. Operating instructions and/or usage recommendations must be followed. By accepting the rental object, the customer confirms familiarity with its use. The customer is obliged to secure the rental object at his own expense against loss or damage. The customer is liable for compliance with safety regulations. Subletting of the rental object is not permitted.

3.5 The rental objects are provided in perfect condition and with the necessary accessories. The customer may inspect the completeness and condition of the rental equipment until it is handed over to him or the carrier. In case of doubt, the contractual condition of the rented item is deemed to have been accepted upon acceptance. Any defects in the rented item must be reported to CE immediately. CE must be given the opportunity to remedy the defect or provide another equivalent device.

3.6 The rental items must be returned by the end of the rental period, but no later than the following day by 12:00 p.m. Damages incurred by CE due to late return are to be compensated by the customer. This includes financial damages and lost profits. In addition, the rental price is increased by the duration of the delay. If the customer waives an inspection of the rental equipment upon return, this acknowledges the inspection carried out by CE.

3.7 CE is entitled to demand a reasonable security deposit from the customer for the duration of the rental period. CE is authorized to offset the security deposit against the rental costs upon return of the rented item.

3.8 If the customer cancels the rental agreement, CE may demand the full rental price as cancellation costs. If the cancellation occurs one week before the rental start date, the customer must pay a flat fee of 30% of the rental price.

3.9 If, in addition to the rental of items, it is also agreed that CE provides personnel for assembly assistance or operation of the rental items, the instructions of our personnel must be followed. Violations of instructions by our personnel trigger claims for damages. The burden of proof for contractual behavior lies with the customer. 

• 4.    Repairs

4.1 CE is entitled, in individual cases, to request an appropriate advance payment for the expected repair costs, especially when the repair entails expenses for CE.

4.2 In the event of customer complaints, CE has the primary right to carry out rectification first.

4.3 After the completion of the repair, the customer is obligated to pick up the device upon request from CE. If the customer fails to fulfill this obligation despite repeated requests, CE is entitled to sell the device freely after issuing a sales threat. Any proceeds exceeding CE's claim shall belong to the customer.

4.4 If the transportation of the device to the customer is agreed upon, the customer shall bear the costs of transportation. The risk of accidental loss passes to the customer upon delivery of the device to the carrier.

• 5.     Outsourcing / Commissioning third parties

5.1 CE is, at its sole discretion, entitled to use knowledgeable third parties as agents for the provision of contractual services, and/or to substitute such services ("outsourcing").

5.2 The commissioning of third parties within the scope of outsourcing shall be either in the company's own name or in the name of the customer, but in any case, at the customer's expense. CE will carefully select these third parties and ensure that they possess the necessary professional qualifications.

5.3 To the extent that CE commissions necessary or agreed outsourcing services, the respective contractors are not agents of CE. 

• 6.     Deadlines

6.1 Specified delivery or performance deadlines are only approximate and non-binding, unless expressly agreed upon as binding. Binding deadline agreements must be documented in writing or confirmed in writing by CE.

6.2 If the delivery/performance by CE is delayed for reasons beyond its control, such as force majeure and other unforeseeable events that cannot be overcome with reasonable means, the obligations to perform shall be suspended for the duration and extent of the hindrance, and the deadlines shall be extended accordingly. If such delays persist for more than two months, the customer and CE are entitled to withdraw from the contract.

6.3 If CE is in default, the customer may only withdraw from the contract after giving CE a written grace period of at least 14 days, which has expired without result. Claims for damages by the customer due to non-performance or delay are excluded, except in cases of proven intent or gross negligence.

6.4 If it is a fixed transaction and services cannot be provided for reasons not attributable to CE, the agreed times and services will still be invoiced.

6.5 In case of cancellation or rescheduling by the client between 10 and 4 days before the event, CE is entitled to invoice 2/3 of the calculated net costs accepted by the client. In case of event cancellation or rescheduling by the client between the 3rd and the 1st day before the event, the calculated and commissioned total amount can be invoiced. 

• 7.     Early Termination

7.1 CE is entitled to terminate the contract with immediate effect for important reasons. An important reason exists in particular if: 
a) the performance of the service becomes impossible due to reasons attributable to the customer, or if it continues to be delayed even after a grace period of 14 days has been set; 
b) the customer persistently violates essential obligations under this contract, such as payment of a due amount or cooperation duties, despite written warning with a grace period of 14 days; 
c) legitimate concerns exist regarding the customer's creditworthiness, and the customer, upon request from CE, neither makes advance payments nor provides adequate security before CE performs the service; 
d) bankruptcy or composition proceedings are initiated against the customer's assets, or an application for the opening of such proceedings is rejected due to lack of sufficient assets to cover the costs, or if the customer suspends payments.

7.2 The customer is entitled to terminate the contract without setting a grace period for important reasons. An important reason exists in particular if CE persistently violates essential provisions of this contract despite written warning with a grace period of 14 days to rectify the contractual breach. 

• 8.    Payment Fee

8.1 If nothing else has been agreed upon, CE's fee claim arises for each individual service as soon as it has been rendered. CE is entitled to request advances to cover its expenses. For an order volume with an (annual) budget of €10,000 or more, CE is entitled to call for advance payments amounting to 50% of the order volume.

8.2 The fee is understood as net fee plus value-added tax at the statutory rate. In the absence of an agreement in individual cases, CE is entitled to a fee for the services rendered and the transfer of copyright and trademark rights in the customary market amount.

8.3 All services provided by CE that are not explicitly covered by the agreed fee will be separately remunerated. All cash expenses incurred by CE are to be reimbursed by the customer.

8.4 Cost estimates provided by CE are non-binding. If it becomes foreseeable that the actual costs will exceed those estimated by CE in writing by more than 15%, CE will inform the customer of the higher costs. The cost overrun is deemed approved by the customer if the customer does not object in writing within five working days of this notice and simultaneously provides cost-effective alternatives. If the cost overrun is up to 15%, separate notification is not required. This cost estimate overrun is deemed approved by the client from the outset.

8.5 For all work carried out by CE, which for whatever reason is not carried out by the customer, CE is entitled to the agreed remuneration. The offsetting provision of § 1168 AGBG is excluded. By paying the fee, the customer does not acquire any rights of use to work already performed; rather, concepts, drafts, and other documents not executed must be returned to CE without delay. 

• 9.     Payment 

9.1 The fee is due for immediate payment upon receipt of the invoice and without deduction, unless special payment terms are agreed upon in writing in individual cases. This also applies to the reimbursement of all cash expenses and other expenditures incurred. The goods delivered by CE remain the property of CE until full payment of the fee, including all ancillary obligations.

9.2 In case of late payment by the customer, statutory default interest rates apply at the level applicable to business transactions. Furthermore, the customer undertakes in the event of payment default to reimburse CE for the incurred reminder and collection expenses, to the extent necessary for appropriate legal action. This includes at least the costs of two reminder letters at customary market rates, as well as a reminder letter from a lawyer commissioned with collection. The assertion of further rights and claims remains unaffected.

9.3 In case of late payment by the customer, CE may declare all services and partial services provided within the scope of other contracts concluded with the customer due. Furthermore, CE is not obliged to provide further services until the outstanding amount has been settled. If payment by installments has been agreed upon, CE reserves the right, in the event of non-timely payment of installments or ancillary claims, to demand immediate payment of the entire outstanding debt (loss of term).

9.4 The customer is not entitled to set off their own claims against CE's claims unless the customer's claim has been acknowledged in writing by CE or has been judicially established. 

• 10.   Retention of rights & Copyright

10.1 All services provided by CE, including those from presentations (e.g., suggestions, ideas, sketches, preliminary drafts, scribbles, final artwork, concepts, negatives, slides), as well as individual parts thereof, remain the property of CE, along with the individual pieces and original designs, and can be reclaimed by CE at any time - especially upon termination of the contractual relationship. The customer acquires, through payment of the fee, the right to use for the agreed purpose. The acquisition of usage and exploitation rights to CE's services always requires the full payment of the fees invoiced by CE for that purpose.

10.2 Changes or modifications to CE's services, particularly their further development by the customer or by third parties acting on their behalf, are only permissible with the explicit consent of CE and - where the services are protected by copyright - the author.

10.3 For the use of CE's services beyond the originally agreed purpose and scope of use, regardless of whether these services are protected by copyright, CE's consent is required. CE and the author are entitled to a separate and reasonable remuneration for this.

10.4 For the use of CE's services or advertising materials for which CE has developed conceptual or design templates, the consent of CE is also required after the expiration of the contract, regardless of whether these services are protected by copyright or not.

10.5 The customer is liable to CE for any unauthorized use in double the amount of the appropriate fee for such use.

• 11.  Identification

11.1 CE is entitled to indicate CE and possibly the author on all advertising materials and in all advertising measures without the customer being entitled to compensation for this.

11.2 Subject to the customer's written revocation at any time, CE is entitled to refer to the existing business relationship with the customer (reference note) on its own advertising materials, especially on its website, using the name and company logo.

• 12.  Warranty

12.1 The customer must report any defects immediately, in any case within eight days of delivery/performance by CE, and hidden defects within eight days of their discovery, in writing, describing the defect; otherwise, the service is deemed approved. In this case, the assertion of warranty and compensation claims as well as the right to contest the contract due to defects are excluded.

12.2 In the case of justified and timely notice of defects, the customer is entitled to rectification or replacement of the delivery/service by CE. CE will rectify the defects within a reasonable period, provided that the customer enables CE to take all necessary measures for investigation and rectification of defects. CE is entitled to refuse to rectify the defects if it is impossible or if it involves disproportionate effort for CE. In this case, the customer has statutory rights to rescission or reduction. In the case of rectification, it is the client's responsibility to return the defective (physical) item at their expense.

12.3 It is the customer's responsibility to verify the legality of the service, particularly in terms of competition, trademark, copyright, and administrative law. CE is not liable for the accuracy of content provided or approved by the customer.

12.4 The warranty period is six months from delivery/performance. The right to recourse against CE under § 933b (1) ABGB expires one year after delivery/performance. The customer is not entitled to withhold payments due to complaints. The presumption rule of § 924 AGBG is excluded.

• 13.  Liability and Product Liability

13.1 In cases of slight negligence, CE's liability for material or pecuniary damages to the customer is excluded, regardless of whether they are direct or indirect damages, loss of profit, or consequential damages, damages due to delay, impossibility, positive breach of contract, fault in conclusion of contract, or defective or incomplete performance. The injured party must prove gross negligence.

13.2 Any liability of CE for claims arising from services provided by CE (e.g., advertising measures) against the customer is expressly excluded if CE has fulfilled its duty to inform or if such duty was not recognizable to it, notwithstanding gross negligence. In particular, CE is not liable for litigation costs, the customer's own attorney fees, or costs of judgment publication, as well as any compensation claims or other claims by third parties; the customer shall indemnify and hold CE harmless in this regard.

13.3 Customer claims for damages expire six months after knowledge of the damage; in any case, however, after three years from CE's act of infringement. Claims for damages are limited in amount to the net order value.

• 14.  Data Protection

14.1 The customer expressly agrees that CE collects, stores, and processes the data provided by the customer (name, address, email, credit card details, data for bank transfer) for the purpose of contract fulfillment and customer support in an automated manner.

• 15.  Confidentiality

15.1 The contracting parties undertake to treat all knowledge gained in the course of order fulfillment about confidential information and trade secrets of CE confidentially and indefinitely and to use them only within the scope of order fulfillment. CE's trade secrets include in particular the services and prices provided under these conditions.

15.2 The customer may only provide contract-relevant information to employees and other third parties to the extent necessary for the exercise of the usage rights granted to him; otherwise, he shall keep all information confidential. He will inform all persons to whom he grants access to contract-relevant information about CE's rights to contract services and the obligation to keep them confidential.

15.3 The customer shall carefully store the contractual items - in particular, any concepts, exposés, scripts, documentation provided to him - to prevent misuse.

15.4 If the contracting party or one of its employees or other third parties violates paragraphs 1-3, CE reserves the right to assert resulting claims for damages.

• 16.  Applicable Law

 16.1 The contract and all mutual rights and obligations as well as claims between CE and the customer derived from it are subject to Austrian substantive law, excluding the UN Convention on Contracts for the International Sale of Goods. 

• 17.  Place of Fulfillement & Jurisdiction

17.1 The place of fulfillement is CE's registered office. In the case of shipment, the risk passes to the customer as soon as CE hands over the goods to the transport company of its choice.

As the place of jurisdiction for all legal disputes arising between CE and the customer in connection with this contractual relationship, the court having jurisdiction over CE's registered office is agreed. Notwithstanding this, CE is entitled to sue the customer at its general place of jurisdiction.