General Terms and Conditions for post-production and AI production services.
These General Terms and Conditions ("Terms") apply to all contracts between chainge UG (haftungsbeschränkt), Bellevue 49a, 22301 Hamburg, Germany ("CHAINGE", "we") and its business clients ("Client") for post-production, AI-assisted production, and related creative services. These Terms apply exclusively; any conflicting or supplementary terms of the Client shall not become part of the contract unless expressly agreed in writing.
Offers by CHAINGE are non-binding unless expressly marked as binding. A contract is concluded upon written confirmation by CHAINGE (including email) of the Client's order, or upon commencement of work with the Client's knowledge.
CHAINGE provides post-production, editing, color grading, VFX, motion design, AI-assisted image, video and audio production, sound design and music composition, as agreed in the individual project brief or quote. The exact scope, deliverables, formats and number of revision rounds are defined per project in the applicable quote or statement of work.
The Client shall provide, in a timely manner, all materials, briefings, approvals and feedback required for the project. Delays caused by late or incomplete cooperation on the Client's part extend agreed deadlines accordingly and may result in additional costs.
Prices are as stated in the individual quote, plus statutory VAT where applicable. Unless otherwise agreed, invoices are due within 14 days of the invoice date without deduction. Work outside the agreed scope (e.g. additional revision rounds, scope changes) is billed separately at CHAINGE's then-current rates.
Delivery dates are binding only if expressly confirmed in writing as such. Reasonable delays due to Client-side factors, third-party AI tool availability, or force majeure do not constitute a breach by CHAINGE.
7.1 Retention of rights until full payment. All rights to the deliverables produced by CHAINGE — including any rights of use — remain exclusively with CHAINGE until the Client has paid the corresponding invoice(s) in full. Only upon receipt of full payment does the Client receive the rights of use expressly agreed in the quote (e.g. limited to specific media, territories and duration, or as a full buyout, as agreed). Prior to full payment, the Client may not use, publish, distribute, or otherwise exploit the deliverables, in whole or in part. Any use beyond the agreed scope requires a separate written agreement and additional compensation.
7.2 CHAINGE retains all rights not expressly granted, including the right to use non-confidential work samples for its own portfolio and self-promotion, unless otherwise agreed in writing.
7.3 AI-generated content and copyright. Under current German and EU copyright law, content generated substantially or entirely by AI tools without sufficient human creative contribution may not qualify for copyright protection (§2 UrhG requires a "personal intellectual creation"). AI-generated deliverables, or elements of them, may therefore not be protectable in the same way as traditionally produced creative work, and CHAINGE cannot guarantee exclusivity or prevent third parties from independently generating similar content with comparable AI tools and prompts. CHAINGE will flag this where relevant to a specific project but assumes no liability for the resulting lack of exclusivity.
Given the nature of generative AI technology, the following additional terms apply to all services involving AI-assisted or AI-generated content ("AI Production"):
8.1 Third-party AI tools. CHAINGE uses third-party generative AI platforms and models to produce or assist in producing certain deliverables. CHAINGE selects these tools with care but does not control their underlying training data, availability, pricing or terms of service, which may change without notice. CHAINGE is not liable for service interruptions, discontinuations or changes on the part of third-party AI providers.
8.2 Non-determinism and reproducibility. Generative AI output is inherently non-deterministic. CHAINGE cannot guarantee that a given result can be exactly reproduced, or that outputs will be free of artifacts, inconsistencies or unexpected variations, and will address such issues within the agreed revision process on a commercially reasonable basis.
8.3 Third-party rights and training data. The legal status of training data used by third-party AI models is subject to ongoing legislative and judicial development in Germany and the EU (including under §§44a–44b UrhG on text and data mining). While CHAINGE takes reasonable care in tool selection and prompting to avoid outputs that closely resemble identifiable third-party works, CHAINGE cannot fully exclude the risk that an AI-generated output may unintentionally resemble a pre-existing, protected work of a third party. The Client is responsible for reviewing final deliverables before publication and, where a risk of infringement is identified, for flagging it to CHAINGE before use. Liability for the Client's own publication and distribution decisions remains with the Client, in line with Section 10 (Liability) below.
8.4 Content review obligation. The Client is obliged to review all AI-assisted deliverables for factual accuracy, unintended content, bias or other issues before publication or further use. CHAINGE is not liable for consequences arising from the Client's publication of deliverables without adequate review.
8.5 Transparency and labeling obligations. Under Article 50 of the EU AI Act (Regulation (EU) 2024/1689), certain AI-generated or synthetically manipulated content — in particular deepfakes and content on matters of public interest — must be disclosed or labeled as AI-generated, with machine-readable marking obligations for providers of generative AI systems applying from 2 August 2026. Depending on the nature and use of the deliverables, the Client may have its own disclosure obligations under Article 50 or under platform-specific policies (e.g. social media ad-labeling requirements) when publishing content produced under this agreement. CHAINGE will flag such obligations where reasonably identifiable, but the Client remains responsible for compliance with disclosure and labeling requirements applicable to its own publication and distribution of the content.
8.6 No warranty of legal compliance for specific jurisdictions. CHAINGE does not provide legal advice. Where a project involves specific regulatory, advertising-law or AI-disclosure requirements in a particular market, the Client is responsible for obtaining appropriate legal advice for that market.
Both parties shall treat confidential information disclosed in connection with the project as strictly confidential. Personal data is processed in accordance with the GDPR; details are set out in our Privacy Policy [to be added].
CHAINGE is liable without limitation for damages resulting from injury to life, body or health, and for damages caused by intent or gross negligence. For damages caused by ordinary negligence, CHAINGE is liable only for the breach of material contractual obligations (Kardinalpflichten), and liability is limited to the foreseeable, contract-typical damage. Liability under the Product Liability Act remains unaffected. Further liability is excluded, including — subject to Section 8.3 above — for indirect or consequential damages arising from AI-assisted deliverables.
Statutory warranty rights apply, subject to the specifics of creative and production services (in particular, artistic and creative freedom is not a defect). Defects must be reported by the Client in writing without undue delay after discovery. CHAINGE has the right to remedy defects by way of subsequent performance (Nacherfüllung) before further remedies apply.
Neither party is liable for delays or failure to perform due to circumstances beyond its reasonable control, including but not limited to natural disasters, war, pandemics, significant internet or infrastructure outages, or widespread unavailability of essential third-party AI services.
Unless otherwise agreed, contracts may be terminated by either party for good cause (wichtiger Grund) with immediate effect. Statutory termination rights remain unaffected.
14.1 Should any provision of these Terms be or become invalid, the validity of the remaining provisions shall not be affected.
14.2 These Terms are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
14.3 The place of jurisdiction, to the extent legally permissible, is Hamburg, Germany.