Terms & Conditions

§ 1

Scope

These General Terms and Conditions (T&C) apply to all contracts between Holger Kersten, trading as “KiAvatars” (the “Provider”), Lerchenweg 7, 40667 Meerbusch, Germany, and its clients (the “Client”) regarding the creation of concepts, storyboards and AI-generated films/videos.

The offers are addressed to entrepreneurs (Section 14 BGB) and to consumers (Section 13 BGB). A consumer is any natural person who concludes the transaction for purposes that are predominantly outside their trade or self-employed professional activity. Where these T&C provide special rules for consumers (in particular § 14 right of withdrawal), these prevail over the general clauses vis-à-vis consumers; mandatory consumer protection provisions always remain unaffected.

Conflicting or differing terms of the Client are not recognised unless the Provider expressly agrees to their validity in text form.

§ 2

Services

The Provider delivers AI-assisted film and video production services, in particular:

• Concept & storyboard: development of the story (concept) and the visual world (storyboard).
• Film production: production of an AI-generated film (standard length approx. 30–40 seconds), incl. avatars, scenes, voiceover/music, editing and export in common formats.

The specific scope of services results from the respective offer or order confirmation. All delivered content is labelled as AI-generated in accordance with Art. 50 EU AI Act (see § 9).

§ 3

Conclusion of contract

Presentations on the website do not constitute a binding offer. A contract is concluded through an individual offer by the Provider and its acceptance by the Client, or through the Provider's order confirmation. Declarations may be made in text form (e.g. email).

§ 4

Prices

The prices stated in the offer apply. Unless otherwise agreed:

• Concept & storyboard: flat 795 € net.
• Film production: from 1.195 € net (film approx. 30–40 seconds).

The net prices stated are exclusive of statutory VAT. Vis-à-vis consumers, prices are stated as a total price including statutory VAT. Additional services, special formats or revisions beyond the agreed scope (see § 6) are charged separately.

§ 5

Payment terms

The remuneration – both for concept & storyboard and for film production – is due as follows: 50 % upon placing the order (down payment) and 50 % upon delivery or provision of the result. Invoices are payable without deduction within 14 days of the invoice date.

Production begins only after receipt of the down payment. In the event of default, statutory provisions apply.

§ 6

Cooperation & revisions

The Client provides the information, materials and approvals required for production in good time. The price includes two rounds of revisions per stage (concept/storyboard and film). Further revisions or subsequent change requests are charged separately according to effort.

§ 7

Delivery & acceptance

Delivery dates are binding only if expressly agreed as binding. Typical turnaround: approx. 1–2 weeks per stage, depending on the Client's cooperation and approvals. After the result has been provided, it is deemed accepted vis-à-vis entrepreneurs unless the Client notifies justified defects in text form within 14 days. Vis-à-vis consumers, there is no fiction of acceptance by mere silence; statutory provisions apply in this respect.

§ 8

Rights of use

(1) Upon full payment of the agreed remuneration, the Provider grants the Client an exclusive right of use to the final delivered film, unlimited in time and territory. The exclusive right of use is limited to the Client's own marketing and communication purposes (online and offline). Use by third parties is only permitted within the scope of the customary exploitation of the Client's means of communication (e.g. publication on the platforms of distribution partners or in the Client's social media channels).

(2) The Client is permitted to edit, shorten, subtitle or adapt the final delivered film to different formats/platforms for its own purposes, provided that the substantive character of the film is preserved and no third-party rights are infringed.

(3) Any further transfer, sub-licensing or commercial exploitation of the film vis-à-vis third parties (e.g. sale of the film or licensing to other companies) requires the prior written consent of the Provider.

(4) Working files, raw and intermediate versions, prompts, project files and production methods are not part of the contract and remain with the Provider unless expressly agreed otherwise. In case of doubt, the purpose-transfer rule of Section 31(5) UrhG applies.

(5) Until full payment of the agreed remuneration, all rights remain with the Provider.

§ 9

AI labelling & transparency

The Provider labels all delivered content as AI-generated in accordance with Art. 50 of Regulation (EU) 2024/1689 (EU AI Act), including a visible label (official EU “AI generated” label). The Client acknowledges that this labelling is part of the service and undertakes not to remove or obscure it.

§ 10

Client material & third-party rights

If the Client provides materials (e.g. logos, texts, images, voices, brand elements), it warrants that it holds the necessary rights and that the use does not infringe third-party rights. The depiction of identifiable real persons (image/voice) only takes place with their express written consent. The Client indemnifies the Provider against third-party claims in this respect.

§ 11

Reference use

(1) The Provider is entitled to use delivered work (in particular the final film and, where applicable, stills from it) for reference purposes and, for this purpose, to show it in its portfolio, on its website, on social media, in presentations and showreels.

(2) The reference right applies only in the form in which the film has already been published to the public (e.g. with the Client's logo). Confidential content or content expressly marked as internal is not covered by the reference right.

(3) The Client may object to use for reference purposes for good cause with effect for the future (opt-out). In the event of an objection, the Provider will remove the relevant content from its reference materials within a reasonable period.

(4) Diverging agreements on confidentiality and the handling of sensitive content remain unaffected.

§ 12

Warranty

Statutory warranty rules apply. In the event of defects, the Provider first has the right to subsequent performance. Obvious defects must be reported in text form without delay, at the latest within the acceptance period (§ 7). No specific artistic effect or economic success is owed.

§ 13

Liability

The Provider is liable without limitation for intent and gross negligence as well as for damage arising from injury to life, body or health. In the case of simple negligence, the Provider is liable only for the breach of an essential contractual obligation (cardinal obligation) and limited to the foreseeable damage typical for the contract. Otherwise, liability is excluded. Mandatory liability under the German Product Liability Act remains unaffected.

§ 14

Right of withdrawal for consumers

Consumers (Section 13 BGB) have a statutory right of withdrawal. Entrepreneurs have no right of withdrawal.

Withdrawal instructions. You have the right to withdraw from this contract within fourteen days without giving any reason. The withdrawal period is fourteen days from the day of conclusion of the contract. To exercise your right of withdrawal, you must inform us (Holger Kersten – KiAvatars, Lerchenweg 7, 40667 Meerbusch, Germany, email: info@kiavatars.com, phone: 0160 92371496) of your decision to withdraw by means of a clear statement (e.g. a letter sent by post or an email). You may use the model withdrawal form below, but this is not mandatory. To meet the withdrawal deadline, it is sufficient to send your notice before the withdrawal period expires.

Consequences of withdrawal. If you withdraw from this contract, we will reimburse all payments received from you without undue delay and at the latest within fourteen days from the day on which we receive notice of your withdrawal. We will use the same means of payment you used for the original transaction unless expressly agreed otherwise.

Early expiry / exclusion. The right of withdrawal does not apply to contracts for the supply of goods/works that are not pre-fabricated and for whose production an individual selection or determination by the consumer is decisive (Section 312g(2)(1) BGB). As our concepts, storyboards and films are created individually to your specifications, there is no right of withdrawal in this respect. If we begin a service at your express request before the withdrawal period expires, your right of withdrawal lapses upon full performance; you expressly agree before commencement and confirm your awareness of the loss of the right of withdrawal.

Model withdrawal form. (If you wish to withdraw from the contract, please complete and return this form.) — To Holger Kersten – KiAvatars, Lerchenweg 7, 40667 Meerbusch, Germany, info@kiavatars.com: I/we (*) hereby withdraw from the contract concluded by me/us (*) for the provision of the following service (*) / creation of the following work (*) — Ordered on (*) / received on (*) — Name of consumer(s) — Address of consumer(s) — Signature (only for notification on paper) — Date. (*) Delete as appropriate.

§ 15

Final provisions

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes – insofar as the Client is a merchant, a legal entity under public law or a special fund under public law – is Düsseldorf. Should individual provisions be invalid, the validity of the remaining provisions remains unaffected. Amendments and additions require text form.