Terms of Service
§ 1 Applicability
The following General Terms and Conditions of Business apply to all legal transactions between voice artist Timo Sämann, Kup-ferschmiedshof 8, 90403 Nuremberg, Germany, hereinafter referred to as "Contractor" and his contractual partner, hereinafter referred to as "Client".
§ 2 Definitions
- "Workdays" refers to the days of the week Monday through Fri-day. This does not include public holidays.
- "One minute of spoken text" is about 125 words.
- "E-mail address" means the official e-mail addresses of the Contractor email@example.com and firstname.lastname@example.org.
- "Paid advertising" means the use of the voice recording for ad-vertising purposes (broadcasting), in mass media such as radio, cinema, TV, Internet (e.g. YouTube pre-roll ads, sponsored Fa-cebook posts, Instagram advertising stories, or banner advertis-ing), point of sale, in-store, in the stadium, or as sponsorship ("presented by"). Paid advertising is understood to be any paid performance of the voice recording, either alone or integrated in-to an advertising spot. This means any performance for which the Client himself pays the advertising space in the correspond-ing medium. This also includes upstream or embedded advertis-ing on third party websites.
- "Contractor's website" means the official website and the official Internet presence of the Contractor at
- A "Client" can be either a consumer or a business. In this context, a business refers to a single business without its groups, subsidiaries, parent companies, or other related businesses.
- "Base fee" means the base remuneration for the services of the Contractor according to time.
- "Licence fee" means the remuneration for the granting of rights to use the voice recordings produced.
- "Total remuneration" comprises the remuneration including the base fee, the licence fee, the studio services according to §5, and the costs for the turnaround time.
§ 3 Content of the contract
For the concrete content of the order as well as the amount of the remuneration, the order confirmation including the performance specifications according to § 5 as well as these general terms and conditions of the Contractor are decisive.
§ 4 Conclusion of contract; amendments to the contract
- Offers of the Contractor are non-binding and subject to change (merely invitatio ad offerendum).
- Upon receipt of the order, the Client submits an offer to the Con-tractor for the conclusion of a voice artist contract.
- The Contractor accepts the offer of the Client with the written order confirmation of the performance specifications prepared in accordance with § 5. The order confirmation can also be sent by e-mail or messenger services such as Facebook or LinkedIn.
- Furthermore, the Contractor expressly reserves the right to re-fuse to accept such orders whose content violates applicable law and/or whose content is pornographic, glorifies violence, is xenophobic, or otherwise offends common decency. If the Con-tractor only becomes aware of the content after the contract has been concluded, the contractor shall be entitled to withdraw from the contract free of charge.
- Changes to the order must be made in writing in order to be effective.
§ 5 Performance specifications
- The Contractor shall prepare performance specifications in accordance with the requested speech texts, documents, and re-quirements of the Client. With the exception of subsequent li-censing, the performance specifications must contain at least the following content:
- Base fee "recording" for voiceover and maximum text length in words (standard: without live direction);
- Studio services "editing" for post-processing with scope (e.g. raw, rough, or fine editing) with number and format of the audio files to be delivered (standard: 1 wav file (48 kHz, 24 bit, mono) without synchronisation to the final film/video image and with-out background music);
- "Turnaround time" (normal or faster delivery) and
- Licence fee "licence" and information on when and in what form (e.g. a layout and/or an advertisement, in the original or in a modified form, by means of a medium other than the original-ly agreed medium, with the planned coverage within a certain period of time) the created voice recording will be published or made publicly available.
The performance specifications conclusively regulate the content of the voice recording commissioned and to be provided by the Contractor.
§ 6 Payment
- The total remuneration agreed in the order confirmation shall apply.
- The total remuneration and the licence fee are due within 7 days after invoicing without any deduction, unless otherwise specified in the order confirmation. For orders from an order value of EUR 3,000.00, 50% of the total remuneration is due in advance as a down payment.
- The minimum total remuneration per order is EUR 60.00.
- Unless the total remuneration is expressly agreed, the remunera-tion shall be based on the Contractor's current price list valid at the time of the order, which can be requested here .
- In the event that a recording or production date with live direc-tion is agreed upon where the Client is connected or personally present in the studio and the Client cannot make it on this date, a cancellation fee amounting to 50% of the agreed total remunera-tion shall be due, but at least the minimum total remuneration per order as specified in § 6 paragraph (3) in full. The same applies if the Client does not deliver the text required for the agreed re-cording or production date within the deadlines specified in the order confirmation before the date. The Client is free to prove that the Contractor has incurred a lower loss due to the failure. The Contractor is free to prove higher losses. The cancellation fee is not due if the Client cancels the appointment on working days at least 24 hours before the agreed appointment.
- If the parties agree on an additional service that was not planned to be provided, the Contractor shall be entitled to an additional remuneration in accordance with the Contractor's price list valid at the time in accordance with paragraph (4).
- (7) For subsequent requests for changes to the final version of the voice recording, the conditions and prices listed under the menu item "Re-recordings / Pick-ups" on the Contractor’s website apply. If the recording has not yet been published or made publicly available and less than 100 days have passed since the final version of the voice recording was sent, the special prices listed there apply, otherwise the normal standard prices according to the price list apply.
- The Client agrees to receive the invoice exclusively by e-mail as a pdf file.
- All prices are exclusive of statutory value added tax.
- Contributions to the artists' social security fund are not part of the total remuneration. If the Client is asked to pay these, this does not entitle the Client to a reduction or reclaim of the total remuneration.
§ 7 Delivery
- The turnaround time begins when the Contractor sends the order confirmation, but at the earliest with the presentation of the final speaker's text as a text file. Text insertions in videos and image files such as jpg are not text files in the sense of this contract.
- The turnaround time stated in the performance specifications applies.
- In case of doubt, if the turnaround time has not been expressly agreed, the normal turnaround times listed under the menu item "Lieferzeitenon the contractor's website apply.
- The voice recording shall be delivered as an audio file in the format specified in the performance specifications, unless other-wise specified in the order confirmation. All voice recordings are delivered with the service "WeTransfer". The Contractor shall ef-fect delivery by making the voice recording available via the "WeTransfer" service and notifying the Client accordingly.
§ 8 Acceptance
- The voice recording delivered by the Contractor requires ac-ceptance by the Client.
- The voice recording shall be deemed to have been accepted at the latest 5 working days after delivery of the voice recording, provided that the Client does not give prior notice of any signifi-cant defects.
- In the event that a recording or production date with live direc-tion has been agreed upon, the voice recording shall be deemed accepted at the end of the recording session. Further warranty claims regarding the subsequent processing of the voice record-ing by the Contractor remain unaffected. If supplementary or cor-rected recordings are desired afterwards, these will be charged additionally according to § 6 number (6).
§ 9 Licences
- All copyrights and property rights remain with the Contractor.
- The Contractor shall grant the Client the simple rights of use required for the types of use specified in the order confirmation upon full payment of the agreed total remuneration or, in the event of subsequent licensing, upon full payment of the total li-censing fee.
- The scope of the rights of use is defined in the order confirma-tion in the form of licence terms – unless it is only an individual layout according to paragraph (5). The following licences are of-fered by the Contractor:
1. Internal license: The Contractor grants the Client a simple, worldwide right to use the voice recording for an unlimited peri-od of time for internal use of the voice recording within a closed circle of users or with password-protected access (e.g. on the in-tranet).
2. Public licence: The Contractor grants the Client a non-exclusive, worldwide right to use the voice recording for all pur-poses with the exception of paid advertising and unlimited use for an unlimited period of time.
3. Licence for paid advertising: The Contractor grants the Client a simple right of use, limited to one year from the first broadcast, for the use of the voice recording in one (1) medium with the scope specified in the order confirmation. The Contractor shall also grant the Client an internal licence pursuant to § 9 number (3) No. 1 for the voice recording.
- If the voice recording is used beyond the agreed licence, an additional fee pursuant to § 6 paragraph (6) is due without wait-ing for a request.
- The total remuneration is for one cut version of a project for one Client according to the specifications in the order confirmation. A project refers to the production of a specific media production (e.g. a video). As soon as the voice recording – even if only in parts and even without additionally necessary voice recordings – is to be used for another media production of the same client in an additional version or of another customer of the Client, or in another language (e.g. English), this will be charged additional-ly. This also applies to the synthetic reproduction of the voice generated by software based on recordings already made by the Contractor. Unless otherwise contractually agreed, the use of the voice recording for text-to-speech (TTS) projects is also exclud-ed.
- Individual layouts (e.g. demos and paid layouts) may only be used for presentations and market tests. The individual layouts may not be published or made publicly accessible (e.g. for adver-tising, information, or sales purposes) without the consent of the Contractor. Individual layouts are marked accordingly by the Contractor (e.g. as demo).
- The transfer of granted rights of use to third parties is only pos-sible within the scope of the agreed contractual use according to the order confirmation. Any other transfer of the rights of use to third parties is subject to remuneration and requires the consent of the Contractor.
§ 10 Granting of rights by the Client to the Contractor
- The Contractor is entitled to use the productions produced by the Contractor for marketing purposes and for the creation and marketing of production examples. This includes, but is not lim-ited to, use on the Contractor's website and the right to public presentation.
- For this purpose, the Client grants the Contractor the simple, sub-licensable right of use, unlimited in time and place, of the Client's name, trademarks, and logos for the Contractor's own advertising.
- The Client may object in writing to the use of the data in accord-ance with § 10 numbers (1) and (2).
§ 11 General Liability of the Contractor
- The Contractor is liable without limitation in accordance with the statutory provisions for damage to life, body, and health result-ing from a negligent or intentional breach of duty, as well as for guarantees and cases of liability under the Product Liability Act (Produkthaftungs‑ gesetz). The Contractor shall be liable in the event of an intentional or negligent breach of essential contractual obligations (cardinal obligations), whereby liability in the event of slight negligence shall be limited to the direct average damage typical for the con-tract. Essential contractual obligations are obligations required to fulfil the purpose of the contract.
- In the event of a breach of non-essential contractual obligations, the Contractor shall only be liable in the event of intent and gross negligence, whereby liability in the event of a grossly neg-ligent breach shall also be limited to the direct average damage typical of the contract.
- The Contractor shall not be liable for damages resulting from the fact that a certain service cannot be provided on a certain date, provided that the reasons for the delay are not within the Con-tractor's sphere of influence.
- The contractor is not liable for cases of force majeure. In events of force majeure which are beyond the contractor's sphere of in-fluence, the Contractor is released from the obligation to perform to the extent of the event.
- In particular, the contractor is not liable for
a) the content and legal admissibility of the statements of the texts
b) the quality and timely delivery of third-party content that the client provides or acquires from third parties.
§ 12 Client's guarantee, exemption
- The Client assures that all materials made available for the execu-tion of the order are free of third party rights and in particular that copyrights, trademark rights, ancillary copyrights, and/or per-sonal rights of third parties to the materials made available as well as ensuring that relevant provisions, such as the law against unfair competition, the information and communication law, etc., are not violated.
- In the event of an infringement, the Client shall indemnify the Contractor from all claims of third parties which they assert due to the infringement of their rights, including the costs incurred for legal prosecution.
§ 13 Dispute settlement platform
- The European Commission provides a platform for online dis-pute resolution, which can be found here: https://ec.europa.eu/consumers/odr/.
- The Contractor is neither obliged nor willing to participate in dispute settlement proceedings before a consumer arbitration board.
§ 14 Final provisions
- In order to be legally valid, amendments and additions to this contract must be in writing.
- The Contractor does not recognise any general terms and con-ditions of the Client that are contrary to or deviate from these General Terms and Conditions unless the Contractor agrees to their validity in writing.
- If the Client is not also the end customer of the voice recording, the Client will oblige the end customer of the voice recording to comply with these General Terms and Conditions and the condi-tions of the order confirmation and must also inform the end cus-tomer that any use beyond this may have legal consequences.
- The Client is not entitled to assign claims from the contract.
- A set-off or the assertion of a right of retention by the Client is only permissible with recognised or legally binding counter-claims.
- The laws of the Federal Republic of Germany apply. The applica-tion of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded. In relation to entrepreneurs within the meaning of § 14 (1) of the German Civil Code (BGB), the place of performance and jurisdiction is Nuremberg.
Version: July 2020