General terms and conditions

§1 Validity vis-à-vis Entrepreneurs and Definitions of Terms

1.1 The following General Terms and Conditions apply to all contracts between Mynd Video s.r.o. (see 2.2 for details, hereinafter referred to as "Mynd") and an entrepreneur in the version valid at the time of the order. This also applies to future contracts, without any further explicit mention being required.

1.2 "Entrepreneur" (hereinafter referred to as "Customer") within the meaning of these terms and conditions is to be understood within the meaning of § 2 513/1991 of the Czech Civil Code.

1.3 Deviating General Terms and Conditions shall not apply if Mynd does not expressly object to their validity in individual cases. If Mynd refers to letters that contain or refer to general terms and conditions, there is also no consent to their validity. Deviating terms and conditions shall only be valid if Mynd agrees to their validity in writing via email or post.

§2 Conclusion of a Contract

2.1 The following provisions on the conclusion of the contract apply to the booking or placing of orders for one or more productions via email, post, or telephone.

2.2 In the event of a contract being concluded, the contract is concluded with

Mynd Video s.r.o. , Drtinova 10, Praha 5, Praha 150 00, Czechia
ID: 06220762, VAT ID: CZ06220762

2.3 The presentation of the film offers and packages on our platform does not represent a legally binding contract offer on our part, but is only a non-binding invitation to the customer to send an inquiry with regard to a planned project.

The customer's inquiry regarding a planned project also does not constitute an offer to conclude a sales contract.

A contract with Mynd is not concluded until the contract documents have been sent by Mynd (offer) and confirmed by the customer via telephone, email, post, or within the Mynd offer tool. Unless otherwise stated in the offer, Mynd is bound to the offer for 30 days.

2.4 In addition to these General Terms and Conditions, the following documents shall form part of the contract between Mynd and the customer:

The offer

• The time schedule, which is created after the kickoff date and made available to the customer via email.

§3 Prices, Payment, Due Date

3.1 The prices quoted are net prices without exception and always exclude sales tax, even if this is not stated separately as an exception. No other costs will be incurred, unless these are shown separately (e.g. travel costs).

3.2 At the time of placing the order, the customer undertakes to pay a deposit of at least 50% of the agreed price. Deviations must be agreed upon in writing via email or post.

Production begins with the project kickoff, i.e. the briefing of Mynd by the customer ("kickoff"). In the kickoff, the binding time frame of the project is defined together with the customer and subsequently made available to the customer as a schedule. The schedule shall be deemed mutually accepted and accepted unless otherwise communicated by post or email within 5 days.

Upon delivery of the final file (with Mynd watermark), the final invoice is issued in the amount of 50% of the order value, or in the amount of the outstanding balance. The delivery of the final files, without watermark, takes place upon receipt of payment of the final invoice or after sending a payment receipt for the corresponding transaction.

3.3 6 months after project kickoff, Mynd is entitled to issue the final invoice regardless of the current status of the project at the time. The continuation of the project remains unaffected.

3.4 Speed project: Contrary to 3.2, the final invoice is issued 14 days before the final deadline. The final film will only be handed over to the customer upon receipt of payment.

3.5 Termination of the project: If the customer decides not to start or continue his project after official commissioning, the following regulations apply:

• The contract has been concluded and the project has been scheduled: The customer owes Mynd 20% of the agreed order value.
• Kickoff has taken place: The customer owes Mynd 50% of the agreed order value. Concept idea or the first script was delivered: The customer owes Mynd 80 % of the agreed order value.
• The film concept was accepted: The customer owes Mynd 100 % of the agreed order value.
• The corresponding final invoice will be issued immediately after project termination with a term of payment of 14 days.

The customer is not obliged to pay if the project termination is due to reasons for which Mynd alone is responsible.

3.6 If outstanding invoices are not paid in due time, any resulting legal costs, such as collection fees or legal advice costs, shall be borne by the Customer.

§4 Duties

4.1 Mynd undertakes to provide the contractually-agreed services and in addition to adhering to the time schedule, as long as the customer also adheres to these and fulfills his obligations to cooperate (see in particular the obligations listed in 4.2) completely and as stipulated. Mynd also undertakes to grant the rights of use stipulated in the contract.

4.2 The customer's obligations include, in particular, his or her timely cooperation in the production process, which includes, for example, providing information at Mynd's request, providing consolidated and timely feedback (always by email), and making decisions in a timely manner.

The customer must also name a contact person in the kickoff who is responsible for the joint project and authorized to make decisions. This contact person must be authorized and qualified to accept the intermediate results and the finished film on time. In the event of prevention, a suitable representative must be appointed who is in a position to check and approve the content.

The customer is responsible for the contents of the productions himself and he must ensure that no rights of third parties or legal regulations are infringed by the production and its result on the basis of the statements or materials provided by him.

4.3 The customer must accept the final result, as well as the intermediate results, agreed in the schedule via email. The acceptance or complaint must be made by the customer within 5 working days after the transmission of the result via email unless deviating regulations have been agreed with Mynd via email or post. If the customer does not make a declaration in due time, silence shall be interpreted as acceptance.

§5 Violation of the duty to cooperate

If the customer violates his obligations to cooperate, this has the following consequences:

5.1 If this endangers the work on other projects, Mynd is entitled to cancel the schedule agreed with the customer by unilateral declaration via email, post, or telephone. The customer and Mynd then agree on a new schedule. In determining this, Mynd will treat the customer's project as a new order, and this will be continued when the corresponding capacities are available. This can lead to delays in individual cases. Any surcharges paid, e.g. for a deadline guarantee or speed production, will not be refunded in this case.

5.2 If costs arise through the failure of the obligation to cooperate, for example, license costs or additional expenditure on the part of Mynd, then these are to be carried by the customer.

5.3 If Mynd has to wait 8 weeks or more for the consolidated feedback from the Client, Mynd is authorized to issue the final invoice (see 3.2).

5.4 Should the project be continued at a later date, the expenses required for the continuation will be recalculated if necessary. Surcharges compared to the previously accepted offer are possible.

§6 Start of Production/Start of Work

After receipt of the advance payment mentioned in 3.2 (total amount if applicable), the project will be integrated into the regular course of the project. Production starts with the joint kickoff, see 3.2.

§7 Good Mood Guarantee

In the context of pure animation projects, Mynd offers its customers the Good-Mood-Guarantee ("GMG"): Within each production phase an unlimited number of change loops are possible without additional costs. With the acceptance of the respective intermediate result by the customer, the next phase is started.

7.1 If the customer wishes changes to already accepted intermediate results (cross-phase changes), the additional costs of his change requests will be invoiced separately.

7.2 If more than 6 months have passed since the kick-off and the project has not yet been completed, GMG shall not apply. From that moment on, a correction loop is included in each phase (Mynd presents the result of the phase to the customer, who can give consolidated feedback. The revised version then represents the approved interim result of the respective phase). Additional work will be charged at the hourly rate for additional tasks as stated in the offer.

7.3 In the context of Mynd Discovery, the following applies: If more than 3 months have passed since the kick-off and the project has not yet been completed, GMG shall no longer apply. Work going beyond that is accounted for at the hourly wage for auxiliary tasks, which is excellent in each case in the offer.

7.4 GMG can be excluded from the outset in the offer and replaced by other provisions.

7.5 GMG shall not apply to the area of real shooting productions. Here Mynd offers its services in person days and hours. If the offered quota is used up, any work over and above this will be invoiced at the hourly wage for the respective work which is marked in the offer.

§8 Reservation of Title

Mynd reserves the right of ownership of the film material and all other materials in connection with the order until the purchase price has been paid in full.

§9 Contract language

9.1 The contract language is English.

9.2 This provision may be deviated from in individual cases.

§10 Rights of Use and Transfer of Use

10.1 When placing an order or booking, the customer accepts the following rights of use: Unless expressly agreed otherwise and confirmed in writing (by post, email, or fax) by Mynd, the customer shall be granted the spatially and temporally unlimited rights of use for the film created for him, with the exception of TV, radio, and cinema broadcasts. Claims by collecting societies such as GEMA, GVL, VG Wort, SOZA, etc. shall remain unaffected and shall not be subject to our power of disposal. The customer remains responsible for the acquisition of corresponding licenses.

10.2 If the customer requests a TV, radio, or cinema broadcast, separate permission is required, which may be associated with an additional charge.

10.3 The phrase "for your complete free use" used on Mynd.com refers to the use of the video for personal use. If the customer and user are not identical, Mynd must be informed in writing of the identity of the third party. If the customer requests the sale of the videos to third parties, a separate approval is required, which may be subject to a surcharge.

10.4 Furthermore, the customer only acquires the rights of use to the final film file itself when placing an order. If he wishes to use elements of the film beyond the film (e.g. individual graphics/illustrations, audio, voice track, etc.), this requires an additional acquisition of rights of use, for example by adding the "image package", the purchase of the "open files" or similar.

10.5 The customer grants Mynd all necessary rights to the materials for production and archiving transferred by the customer within the scope of the preparation of the offer and subsequent production.

§11 Data Storage

Mynd stores customer projects and all prepress work (concepts, illustrations, etc.) for 24 months. Mynd reserves the right to delete project data after this period. Storage beyond this period may be subject to a surcharge.

§12 Reference Information

12.1 Furthermore, the customer grants Mynd the right to use the created film as a reference at any time and place where Mynd wishes to present itself.

12.2 The customer also grants the right to use the customer logo as a reference at any place where Mynd wishes to present itself.

12.3 If the customer does not wish the use of the created film or customer logo to be unlimited in time and space, the customer must expressly indicate this in writing.

§13 Exemption Claim

13.1 With his order confirmation, the customer assures that all contents contained in his internet presence as well as in the documents transmitted to Mynd are free of third party rights and do not contain any infringements.

13.2 The customer indemnifies Mynd from all claims of third parties due to possible infringement of their rights. For this purpose, the customer also assumes the costs of a necessary legal defense of Mynd, including all court and attorney's fees. This does not apply if and to the extent that the customer is not responsible for the infringement.

§14 Right of Withdrawal

Mynd reserves the right to refuse the production of videos even after the conclusion of the contract for reasons that make the execution of the contract unreasonable for the company. This is particularly the case if the production of videos violates copyright, competition, press, criminal, or other legal provisions.

§15 Liability

15.1 Mynd shall not be liable for the fact that the videos produced could not achieve certain results (e.g. possible increase in turnover).

15.2 The company shall only be liable for damages, regardless of the legal basis, in the event of intent, gross negligence, and the absence of a warranted quality.

15.3 This also applies to vicarious agents and legal representatives of Mynd.

15.4 In all other cases, the company shall only be liable if essential contractual obligations (cardinal obligations) have been breached.

Essential contractual obligations are obligations which the contract imposes on Mynd according to its content in order to achieve the purpose of the contract, the fulfilment of which is essential for the proper execution of the contract and on the observance of which the customer may regularly rely

The compensation is therefore limited to the typically foreseeable damage. A compensation of atypical or not foreseeable damages does not take place.

§16 Silence Agreement

If either Mynd and/or the customer becomes aware of internal information of the other party that is not yet public or known, they agree not to disclose such information.

§17 Applicable Law

The legal relationship between the customer and Mynd and the question of a validly concluded contract as well as its pre- and after-effects shall be governed exclusively by Czech law.

§18 Place of performance and jurisdiction

18.1 The place of performance shall be Prague.

18.2 The place of jurisdiction for all disputes arising directly or indirectly between Mynd and the customer shall be the Czech court locally and objectively competent for the registered office of Mynd if the customer is a businessman. However, Mynd is also entitled to appeal to another court with jurisdiction for the customer.

§19 Severability clause

Should individual provisions of this contract be invalid or unenforceable or become invalid or unenforceable after conclusion of the contract, this shall not affect the validity of the remainder of the contract. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision whose effects come as close as possible to the economic objective pursued by the contracting parties with the invalid or unenforceable provision. The above provisions therefore apply accordingly in the event that the contract proves to be incomplete.

(Status of the GTC: January 2021)