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General Terms ­and Conditions

General Terms and Conditions (GTC)
Unter freiem Himmel OG
Mariahilferstraße 24 | 8020 Graz
Version: August 2026

  1. Scope & Subject Matter

1.1
Unter freiem Himmel OG (hereinafter referred to as “Unter freiem Himmel”) provides services in the fields of motion-based communication, film, video and media production, audiovisual project implementation, and post-production.

1.2
All agreements and contracts concluded with Unter freiem Himmel shall be subject to these General Terms and Conditions. Any deviating or conflicting general terms and conditions of the Client shall not apply unless Unter freiem Himmel expressly agrees to their applicability in writing.

1.3
Any agreements deviating from or supplementing these GTC must be made in writing in order to be valid.

  1. Offer & Conclusion of Contract

2.1
All offers and cost estimates issued by Unter freiem Himmel are subject to change and non-binding unless expressly designated as binding.

2.2
Unless otherwise stated in the respective offer, Unter freiem Himmel shall be bound by its offers for a period of 14 working days from the date of issue.

2.3
A contract shall be deemed concluded as soon as the Client confirms the offer in writing (by email, messenger service or post) or by actually making use of the services offered (within the meaning of Section 863 para. 1 of the Austrian Civil Code [ABGB]). The time of acceptance shall be deemed to be the time at which the confirmation is actually received by Unter freiem Himmel. If an acceptance is received outside business hours (Mon–Fri, 09:00–17:00), the following working day shall be deemed the date of acceptance.

2.4
Processing by Third Parties and Delivery of Open Files
The editing, modification, or further processing of services created and completed by Unter freiem Himmel by third parties is not permitted unless expressly provided for in the offer or in any other written agreement. This applies in particular to the editing or further processing of video, audio, animation, graphic, and other media files by external service providers, agencies, or other production companies.

The delivery of open, editable, or native project and production files (in particular project files, working files, raw data, source files, and comparable “open files”) is not part of the contract unless expressly agreed in writing. Unter freiem Himmel is therefore generally not obliged to provide such files. The customer has no right to request or further use such files unless the corresponding usage or editing rights have been expressly granted in writing.

2.5
Use in Connection with Artificial Intelligence
All content and work results created or provided by Unter freiem Himmel - in particular offers, concepts, scripts, storyboards, animatics, drafts, graphics, illustrations, audio and video files, animation previews, as well as final animations - may not be entered, uploaded, or otherwise made available, in whole or in part, to artificial intelligence (AI) systems, machine learning systems, or comparable automated systems for processing without the express prior written consent of Unter freiem Himmel.

The usage rights granted to the customer do not in particular include the use of the services for training, fine-tuning, testing, validation, or any other development or improvement of AI models, machine learning systems, or comparable automated systems. In particular, the following are prohibited:

• inclusion in training or reference datasets,
• analysis or processing for the development or improvement of models,
• creation of synthetic training data based on the services,
• use for generation, replication, or automated further processing of content, as well as
• corresponding use by employees, service providers, or other third parties commissioned by the customer.

Such use is not permitted by either the customer or any third party unless expressly agreed otherwise in writing. The customer is responsible for taking appropriate technical, organizational, and contractual measures to ensure compliance with this prohibition within their area of responsibility. This includes in particular – where technically possible and reasonable – the deactivation of training, learning, or model improvement functions of the systems used, as well as the corresponding obligation of employees, service providers, and other third parties who are granted access to the services of Unter freiem Himmel.

  1. Invoicing, Prices & Payment Terms

3.1
All prices stated are in euros (EUR) and are exclusive of the applicable statutory value-added tax (VAT).

3.2
Invoices shall be issued in instalments, beginning upon confirmation of the order and subsequently upon performance of the respective services. Unless otherwise agreed, invoices shall be due for payment without deduction within 14 days of the invoice date (net cash). Cash discounts shall not be accepted unless expressly stated in the respective offer.

3.3
Default in Payment and Reminder Procedure
Unless otherwise agreed, the following reminder procedure applies in the event of payment default:

Payment Reminder:
If no payment is received within 14 working days after the due date, Unter freiem Himmel is entitled to issue a payment reminder to the customer.

First Reminder:
If no full payment is received within a further 7 working days after the payment reminder has been issued, Unter freiem Himmel is entitled to issue a first reminder. From the occurrence of default, statutory default interest pursuant to § 456 UGB as well as the statutory lump sum for collection costs pursuant to § 458 UGB in the amount of EUR 40.00 shall be charged.

Suspension of Services:
From the occurrence of payment default, Unter freiem Himmel is entitled to suspend all outstanding or ongoing services until all due claims have been fully settled. This also applies to other ongoing projects of the same customer. Delays resulting from a justified suspension of services shall not be borne by Unter freiem Himmel; agreed deadlines and schedules shall be extended accordingly.

Further Reminder / Debt Collection:
If payment is still not made in full, Unter freiem Himmel is entitled to transfer the outstanding claim to a debt collection agency or a lawyer for enforcement without further notice. The customer shall bear the necessary and reasonable costs arising therefrom, insofar as legally permissible.

  1. Short-Notice Bookings and Personnel / Collective Agreement

4.1
Where personnel are deployed on site (e.g. for the technical setup of interactive installations, trade fair content or exhibition content), working hours, overtime, night-work premiums and public-holiday premiums shall be governed by the provisions of the applicable collective agreement for the film industry / film production sector.

4.2
For personnel or crew requests and bookings commissioned and carried out within 24 hours prior to the commencement of work, Unter freiem Himmel shall charge a short-notice surcharge of 15% on the hourly rate of each employee or crew member deployed.

4.3
Non-Solicitation: The Client undertakes not to directly solicit or engage employees of Unter freiem Himmel or freelancers/film professionals regularly booked through Unter freiem Himmel for the direct performance of future assignments. In the event of a breach of this provision, a contractual penalty of EUR 3,000.00 (plus VAT) shall be payable for each person solicited or engaged in breach of this provision.

  1. Cancellation Terms & Withdrawal from Contract

5.1
Any withdrawal from the contract by the Client must be made in writing (by email to the official company email address of Unter freiem Himmel). For the purpose of calculating applicable deadlines, the relevant time shall be the time at which the notice is received by Unter freiem Himmel on a working day (Mon–Fri, 08:00–17:00).

5.2
If a commissioned production is cancelled by the Client prior to the commencement of work, the following cancellation fees shall be charged based on the total contract value:

21 to 15 days prior to the commencement of work: 25% of the total contract value
14 to 5 days prior to the commencement of work: 50% of the total contract value
Less than 5 days prior to the commencement of work: 100% of the total contract value

5.3
Any applicable cancellation fee must be transferred to Unter freiem Himmel’s business account within 72 hours of cancellation.

5.4
Early Termination: If an assignment that has already commenced is terminated prematurely by the Client (e.g. four days booked but terminated after two days), Unter freiem Himmel shall be entitled to charge 50% of the agreed remuneration for the remaining booked period.

  1. Copyright, Usage Rights & References

6.1
All copyright-related rights of use in works created by Unter freiem Himmel (including animation, film, video, audio and image material as well as concepts) shall remain with Unter freiem Himmel until all invoice amounts have been paid in full.

6.2
Upon full payment, the Client shall receive the rights of use expressly agreed upon in the respective offer or contract, including the agreed territorial, temporal and content-related scope. Unless otherwise agreed in writing, all rights to raw material (raw footage/rushes) and project files shall remain with Unter freiem Himmel.

6.3
Reference Rights: Unless expressly prohibited by the Client in writing, Unter freiem Himmel shall be entitled to use the Client’s name, company logo and excerpts from the produced material as references in its own promotional materials, in particular on its website, social media channels and in showreels.

  1. Liability & Defects

7.1
Unter freiem Himmel shall only be liable for damage caused intentionally or through gross negligence. To the extent permitted by law, liability for slight negligence, consequential damages, loss of profit and purely financial losses shall be excluded.

7.2
Unter freiem Himmel shall not be liable for equipment, props or conditions at locations provided by third parties unless the damage or defect is attributable to fault on the part of Unter freiem Himmel.

7.3
Notice of Defects and Rectification
The customer must notify any defects without undue delay, in any case within 7 days after delivery or performance of the service by Unter freiem Himmel, in writing and with the most precise possible description of the defect. Hidden defects must be reported in writing within 7 days of their discovery.

If a timely notice of defects is not provided, the service shall be deemed approved in business-to-business transactions, insofar as legally permissible. In such case, warranty and damage claims due to defects not reported in time, as well as challenges based on error regarding defect-free performance, are excluded.
In the event of a justified and timely notice of defects, the customer is initially entitled to request rectification of the service by Unter freiem Himmel. The customer must enable Unter freiem Himmel to take all necessary and reasonable measures for the examination and rectification of the defect.

Unter freiem Himmel shall remedy justified defects within a reasonable period. Unter freiem Himmel is entitled to refuse rectification if it is impossible or associated with disproportionate effort. In such case, the customer is entitled to statutory rights of price reduction or – where the legal requirements are met – termination of the contract.

If the transfer of a physical item is required for examination or rectification, it shall be sent by the customer at their own expense, insofar as legally permissible.

  1. Place of Performance, Jurisdiction & Applicable Law

8.1
Graz, Austria, shall be the place of performance for all services and payments.

8.2
For all disputes arising out of or in connection with the contractual relationship, the court in Graz having subject-matter jurisdiction over commercial matters shall have exclusive local jurisdiction. If the Client is a consumer within the meaning of the Austrian Consumer Protection Act (KSchG), the statutory rules on jurisdiction shall apply.

8.3
Austrian law shall apply exclusively, excluding the conflict-of-law rules of Austrian private international law (IPRG) and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

8.4
Should any individual provision of these GTC be or become invalid or unenforceable, the validity and enforceability of the remaining provisions shall remain unaffected (severability clause).

Confirmation

By placing the order or accepting or signing the offer, the customer confirms that they have taken note of these General Terms and Conditions. The GTC shall form part of the respective contractual relationship, provided they were made available to the customer before or at the time of contract conclusion.