General Terms and Conditions of Business
Scriptmakers GmbH, Goltzstrasse 39, 10781 Berlin, registered under No. HRB 146218B in the Commercial Register of the Local Court (Amtsgericht) of Berlin-Charlottenburg (hereinafter referred to as Scriptmakers), represented by its Managing Director Sandra Ehlermann, brings producers and other entities engaged in commissioning scriptwriters (hereinafter collectively referred to as Commissioning Entities) together with scriptwriters (hereinafter referred to as Writers) on the Internet platform scriptmakers.de as a neutral interface. Commissioning Entities and Writers who have registered with Scriptmakers as members are collectively referred to hereinafter as Members. The following General Terms and Conditions of Business (hereinafter referred to as the Terms) shall apply between Scriptmakers and all Members.
A. General Conditions
B. Additional Conditions for Writers
C. Additional Conditions for Commissioning Entities
A. GENERAL CONDITIONS
1. AREA OF APPLICATION
1.1 These Terms shall apply exclusively to the use of services of Scriptmakers by Members in addition to any individual agreements which may be entered into. The Members agree to the application of these Terms when they register for membership.
1.2 Scriptmakers will not recognise any terms and conditions of Members which may contradict, deviate from or supplement these Terms, unless Scriptmakers has in any individual case recognised such terms and conditions in the place of these Terms expressly and in writing. These Terms shall apply even in an instance when Scriptmakers provides the services without reservation even knowing that terms and conditions of a Member exist which contradict or deviate from these Terms.
1.3 In the event of any discrepancy between the General Conditions (A.) and the Additional Conditions for Writers (B.) or for Commissioning Entities (C.) the latter conditions shall respectively take precedence over the General Conditions.
2. SERVICES PROVIDED BY SCRIPTMAKERS
2.1 The Internet platform of Scriptmakers has a public area which is open to viewing by all visitors to the platform and various Members’ areas, which may only be viewed and used by certain authorised Members via a log-in.
2.2 Membership of Scriptmakers gives Writers the opportunity to set up and publish a profile (hereinafter referred to as Writer’s Profile) on the Internet platform of Scriptmakers, so that they can be searched for and found by Commissioning Entities. Writers may be contacted by Commissioning Entities and compete for commissions advertised by Commissioning Entities with Scriptmakers. The Member may also undertake her or his own searches in the Writers’ database and contact other Writers (e.g. with the aim of finding a co-writer) if this is included within the scope of the membership selected by the Member.
2.3 Commissioning Entities have the opportunity to search for individual Writers in a Writers’ database via a user-friendly search engine and to contact them directly. Alternatively, for an additional fee, they may have a certain commission advertised via Scriptmakers. A call for submissions for a commission is defined as a call (irrespective of whether by email, newsletter or via the Writers’ database) to more than five Writers who are Members of Scriptmakers to apply to collaborate with a Contractor with regard to a certain project (hereinafter referred to as Call for Submissions). Commissioning Entities are not permitted to undertake a Call for Submissions without having first entered into an additional agreement with Scriptmakers.
2.4 Scriptmakers also offers Commissioning Entities an additional reading service, which is subject to a fee.
3. ENTERING INTO THE CONTRACT: CONDITIONS OF MEMBERSHIP
3.1 The service contract between Scriptmakers and a Member regarding membership comes into existence by means of an offer by the Member, which is implicit in registration, and the acceptance of this offer by Scriptmakers. Acceptance is effected by activation for the services provided by Scriptmakers, i.e. vis-à-vis the Writer by activating the Writer’s profile and vis-à-vis the Commissioning Entity by activating access to the Writers’ database. The contract shall come into effect upon such activation. Scriptmakers shall send the Member confirmation by email of activation and the conclusion of the contract.
3.2 The services provided by Scriptmakers are directed exclusively at professional writers and Commissioning Entities with a serious interest in collaborating with writers. This means that only writers who are professionals, well-trained newcomers or proven talents may become Members of Scriptmakers. Scriptmakers may check the data and Writer’s profile with regard to qualification, truthfulness or matters of style before deciding to accept or refuse an offer to enter into a contract. Scriptmakers shall assess at its own discretion whether a writer has the necessary qualifications. If Scriptmakers accepts the offer, Scriptmakers shall activate the Writer’s profile so that it is visible to other Members. Before Scriptmakers activates the access of a Commissioning Entity to the Writers’ database and thus concludes the contract, Scriptmakers shall check the information given in the registration.
3.3 To use the services provided by Scriptmakers, a natural person must be at least 18 years of age.
4. USE OF THE SCRIPTMAKERS INTERNET PLATFORM
4.1 Before the initial use of the services provided by Scriptmakers, users must register with Scriptmakers and thus make an offer to enter into a contract concerning the type of membership chosen by the user. All information requested by Scriptmakers for registration must be provided fully and truthfully, and, if a contract is entered into, this information must be kept up-to-date (e.g. the Writer’s profile) at all times until the end of the contract. If there is any change in the details provided to Scriptmakers about a Member upon registration or at any subsequent time, the Member is obliged to update the information provided to Scriptmakers without undue delay. Scriptmakers reserves the right to suspend services temporarily if Scriptmakers does not receive such information in good time or cannot verify such information or if the information provided is not correct.
4.2 Every Member is obliged to keep personal access data (user name and password) safe and is not permitted to disclose or transfer them to any third person.
4.3 Commissioning Entities shall use the Writers’ database in such a way that it is not impaired, overloaded or damaged in any way. The aim pursued by means of the Writers’ database may not be endangered and Scriptmakers may not be circumvented. Members may not circumvent or change the Writers’ database’s security measures either themselves or by means of third parties and may not grant unauthorised third parties access to the Writers’ database.
4.4 All content, information, images, videos and databases published within the scope of the Scriptmakers platform are protected by copyright. Scriptmakers and/or its licensors have exclusive rights to the design of the web presence and the Writers’ database and to the software and technology used. Members may not copy, modify, reverse engineer, decompile and/or distribute the Writer’s database made available to them.
4.5 The name and/or logo of Scriptmakers may only be used in public with the written permission of Scriptmakers.
4.6 If it is suspected that a Member is or has been in breach of these Terms or of a provision of law in connection with the use of the platform, Scriptmakers shall have the right to carry out an investigation. The Member is obliged to give Scriptmakers full information in this connection upon request. Scriptmakers has the right to block the Member’s access temporarily until the investigation has been concluded; such temporary block may not last longer than four weeks. Scriptmakers shall inform the Member of the instigation and result of such investigation and give the Member the opportunity to respond. If investigations prove that a breach by the Member exists which is not merely slight in nature, Scriptmakers shall have the right to terminate the contract with the Member for good cause. If the investigations prove that no breach by the Member has taken place, the block will be lifted and the Member shall receive a pro rata reimbursement of the annual membership fee for the period of the block.
5.1 Scriptmakers merely opens up the opportunity for Writers to present themselves and Commissioning Entities to contact them. Each Member is alone responsible for the texts, details and other information provided by her or him being legally unobjectionable.
5.2 The content posted by a Member may not have any content that is defamatory, discriminatory, misleading or otherwise unlawful. Publication of such content may not infringe contractual or other rights of third parties.
5.3 No claim of any kind shall exist against Scriptmakers for the successful mediation of a project, an offer of a Call for Submissions or any other contact with another Member, nor can Scriptmakers be held liable for the information and presentation of any Member. Scriptmakers has no influence on the mediated transaction or the provision of services and bears no responsibility of any kind in this regard. Scriptmakers expressly undertakes no liability whatever for actions and omissions by Writers or Commissioning Entities. In particular, Scriptmakers undertakes no liability whatever for the Calls for Submissions offered via Scriptmakers by Commissioning Entities or for any third party rights that may be infringed by texts offered via Scriptmakers by Writers.
6. LIMITATION OF SCRIPTMAKERS’ LIABILITY
6.1 Scriptmakers endeavours to provide the greatest-possible availability of the services (in particular the Writers’ database) , but due to the particular nature and uncertainties of the Internet and for technical reasons (server back-up, maintenance, updates, etc.) cannot guarantee continuous and smooth availability. Interruptions and suspensions of services are possible. Accordingly, no liability can be undertaken for loss or damage accruing from temporary non-availability or merely limited availability of the services. In particular, no liability is undertaken in respect of damage to or loss or deletion of data resulting from technical faults or delays, viruses or the like.
6.2 Scriptmakers shall in no way whatever be liable for the misuse of users‘ personal data by third parties by virtue of the users having given such third parties access to such data against the will and through no fault of Scriptmakers.
6.3 Subject to the provisions in the following paragraphs, Scriptmakers shall, regardless of the legal grounds, be liable only for loss or damage caused by intentional or grossly negligent behaviour by Scriptmakers, its legal representatives, employees or vicarious agents.
6.4 Liability in respect of loss or damage caused by intentional or grossly negligent behaviour by vicarious agents of Scriptmakers shall be limited to the amount of damages that is to be expected within the scope of the type of service contract in question.
6.5 Scriptmakers shall be liable for damage or loss caused neither intentionally nor by gross negligence by Scriptmakers, its legal representatives, employees or vicarious agents only if and to the extent that a cardinal contractual obligation has been breached. An obligation shall be deemed to be cardinal if it is of particular importance for achieving the purpose of the contract and if the Member may to a particular degree rely on adherence to it. In this instance, the limitation of liability under sub-paragraph (4) above of these liability provisions shall apply mutatis mutandis with regard to the damage or loss to be compensated.
6.6 Any liability of Scriptmakers arising from injury to life, physical injury or injury to health, from the assumption of a guarantee or of a procurement risk or under the Product Liability Act shall be unaffected by the foregoing provisions.
6.7 To the extent that the liability of Scriptmakers is excluded or limited in the foregoing, this shall also apply to the benefit of the employees of Scriptmakers if any claim is made against them directly by any Member.
7. MEMBERSHIP FEE
7.1 Members shall pay an annual membership fee to Scriptmakers for membership of Scriptmakers. The amount of the said membership fee depends for Commissioning Entities on the size of the company and for Writers on the profile selected by the Writer (for details of fees see http://scriptmakers.de/auftraggeber or http://scriptmakers.de/autorenagenten).
7.2 The membership fee is payable annually in advance and is due for payment 14 days after conclusion of the contract. For subsequent years the fee is due 14 days before the beginning of each new membership year. It shall be paid by bank transfer to the following account:
Account holder: Scriptmakers GmbH
Bank: Deutsche Bank
Members may also issue a direct debit authorisation to Scriptmakers or select a different method of payment such as PayPal or immediate transfer, should these be offered by Scriptmakers.
8. DATA PROTECTION
8.1 In collecting, processing and utilising the personal data of Members, Scriptmakers undertakes to comply with the provisions of law applicable to data protection, in particular but not limited to the German Federal Data Protection Act (BDSG) and the Telemedia Act (TMG) and to store, process and pass on the personal data of the Member exclusively for the purposes as stated in the data protection statement.
8.2 In all other respects reference is made to the Scriptmakers data protection statement with regard to the nature, scope and purpose of collecting, processing and utilising of personal data.
9. TERM AND TERMINATION
9.1 Contracts concerning membership are entered into for a fixed term of one year at a time with effect from the time of activation of the services of Scriptmakers (conclusion of contract) (hereinafter referred to as the Contract Term). Each contract will be automatically extended by one year at a time if the contract is not terminated by one of the Parties before the expiry of the relevant Contract Term or an extended Contract Term with at least one month’s notice in writing to the end of the Contract Term or an extended Contract Term.
9.2 The right of both Parties to terminate this Agreement for good cause without notice shall not be affected. Good cause shall include in particular but not be limited to breach of a cardinal contractual obligation. In the event of termination for good cause there will be no reimbursement, even on a monthly pro rata basis, of membership fees already paid for the whole year to the extent that such termination is exclusively on grounds for which the Member is responsible.
10. AMENDMENTS TO THE TERMS AND CONDITIONS OF BUSINESS AND/OR SCOPE OF PERFORMANCE FOR INDIVIDUAL MEMBERSHIPS
10.1 Scriptmakers has the right to amend these General Terms and Conditions of Business and/or the scope of performance for the individual types of membership at any time with effect for the future. The amended conditions shall be sent to the Member by e-mail by no later than one month before they come into effect (hereinafter Notice of Termination pending Amendment).
10.2 The amendment shall be deemed to have been approved by the Member and will automatically become an integral part of the contract if the Member does not object to the amendment within three weeks following receipt of the Notice of Termination pending Amendment.
10.3 If a Member objects, the contract will be continued without the amendment but only, however, to the end of the Contract Term or extended Contract Term as current at the time of the Notice of Termination pending Amendment. In this event, it shall end automatically upon expiry of the Contract Term or extended Contract Term as current at the time of the Notice of Termination pending Amendment without being extended pursuant to Clause 9.1.
10.4 Scriptmakers will draw particular attention in the Notice of Termination pending Amendment to the significance of the three week period for exercising the right of objection and the legal consequences of an objection as well as of the omission of making an objection.
11. PLACE OF JURISDICTION / APPLICABLE LAW
11.1 The law of the Federal Republic of Germany shall apply exclusively to the legal relationship between a Member and Scriptmakers.
11.2 Exclusive venue of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Berlin, to the extent that the Member is a merchant (Kaufmann), a legal entity incorporated under public law or a special fund under public law (öffentlich-rechtliches Sondervermögen).
12.1 A member may set off claims that are uncontested or have been bindingly established by a court of law against the claims of Scriptmakers. A Member may exercise a right of retention only if her or his counter-claim is based on the same contract.
12.2 No verbal ancillary agreements have been entered into. Any amendments or supplements to these Terms or statements, declarations or communications under these Terms will be legally valid only if made in writing. The same applies to this requirement of written form. The requirement of written form shall be deemed to be satisfied if transmission is made by fax or e-mail.
12.3 Should any part of these Terms be void or voidable, this shall not affect the validity of the remainder of the Terms. In the place of the legally ineffective part, what comes closest in a legally permissible manner to what the Parties would have agreed had they been aware of the invalidity shall be deemed as agreed. The same applies analogously in the event that there is a gap in the provisions of these Terms.
B. ADDITIONAL CONDITIONS FOR WRITERS
1. WRITER’S PROFILE
1.1 When registering, the Writer decides on a certain type of membership offered by Scriptmakers (e.g. Protagonist Profile of Hero’s Journey Profile). All types of membership give the Member the opportunity to set up a Writer’s Profile which can then, following activation by Scriptmakers, be seen in the Writers‘ database by certain other activated Members (for example Commissioning Entities and certain Writers) and searched for using filters and tags.
1.2 Scriptmakers has the right at any time to check the information given by the Writer in her or his Profile for truthfulness or matters of style and if necessary to suggest changes. The Writer may update her or his data her or himself. Every update will be automatically reported to Scriptmakers and if necessary checked by Scriptmakers. Scriptmakers may suggest changes to the Writer. If the Writer refuses to accept changes to untruths or exaggerated presentations in her or his Profile, Scriptmakers has the right to terminate without notice for good cause.
1.3 Only the Writer’s Profile, but not the Writer’s personal contact data, will be published in the Writers’ database. It will, however, be possible for other Members with access to the Writers’ database to contact the Writer via a function in the Writers Profile. Such messages will be automatically forwarded to the Writer’s e-mail address.
1.4 Other data than that posted by the Writer in her or his Writer’s Profile will not be published by Scriptmakers.
1.5 Scriptmakers will make the Writer’s forename and the initials of her or his surname, together with a brief description, visible to all visitors to the Scriptmakers Internet platform.
2. RESPONDING TO A CALL FOR SUBMISSIONS
2.1 Responses to a Call for Submissions will in the first instance go to Scriptmakers and will then be forwarded to the Commissioning Entity which announced or advertised the Call for Submissions via Scriptmakers. The Commissioning Entity will then be able to contact the Writer or Writers directly.
2.2 The Writer herewith undertakes to comply with the framework conditions set out in the respective Call for Submissions. She or he furthermore agrees to the conditions described by the Commissioning Entity in the Call for Submissions, e.g. regarding the fee. In the event of any breach of the framework conditions set out in the respective Call for Submissions, Scriptmakers will have the right to terminate without notice for good cause the membership of the Writer breaching the framework conditions.
2.3 Scriptmakers has the right to reject submissions which do not comply with the requirements of form and content for the Call for Submissions. The Writer will be informed of the rejection of her or his submission and may resubmit it for the Call for Submissions after amending it accordingly if enough time remains to do so. The Writer may address enquiries regarding the formal requirements for a submission to Scriptmakers. Scriptmakers will not, however, undertake any advice regarding the content of a submission.
2.4 A Commissioning Entity announcing a Call for Submissions via Scriptmakers may also take advantage of the Scriptmakers script reading service. This has the following consequences for the Writer’s submission:
- Every submitted text complying with the requirements of form and content set out in the Call for Submissions will be read by Scriptmakers’ professional readers. The readers will read the submitted texts without knowing the name of the Writers.
- The readers will award points reflecting the quality of the submission. The number of points will not be published in the website or in the Writers’ database. No reasons will be given for the evaluation.
- No claim shall exist for the Writer’s submission being in the shortlist of best applicants which will be forwarded to the Commissioning Entity.
- The Writer will be informed of the decision of the editors as soon as possible, but without any reasons being given by Scriptmakers.
2.5 If the Writer sends her or his submission directly to the Commissioning Entity which has announced the Call for Submissions via Scriptmakers, the submission may be forwarded by the Commissioning Entity to Scriptmakers for processing. The Writer is in any case obliged to inform Scriptmakers of the collaboration with a Commissioning Entity in accordance with Clause 3.2 without undue delay after commencing such collaboration. Exceptions to this shall require the written permission of Scriptmakers.
3. MEDIATION FEE FOR CALLS FOR SUBMISSIONS
3.1 If the Writer is successfully engaged by a Commissioning Entity as a result of a Call for Submissions advertised by the Commissioning Entity via Scriptmakers, a mediation fee in the amount of 5% of the net sum of all fees received by the Writer in respect of collaboration with the Commissioning Entity in respect of the advertised project, plus statutory VAT (the Mediation Fee) shall be payable to Scriptmakers by the Writer, i.e. when the Commissioning Entity has entered into a separate contract with the mediated Writer. The subject of the said contract must be material which is directly connected with the subject of the Call for Submissions, or is the development of material or of an idea emerging directly from the Writer’s participation in the Call for Submissions. The Writer will be obliged to pay the Mediation Fee even if the contract between Scriptmakers and the Writer is terminated after the Writer’s participation in the Call for Submissions.
3.2 The fee payments within the meaning of Clause 3.1 also include for an unlimited period of time repeat fees for TV productions. In the case of series and other formats generating income regularly over a longer period, the fee payments per Clause 3.1 shall also include all fees for follow-on commissions within the scope of the same project which are commissioned within two years after the conclusion of the original contract with the Commissioning Entity.
3.3 The Writer undertakes to inform Scriptmakers without undue delay after entering into a contract with the Commissioning Entity of the fact of the collaboration, the agreed fee and the agreed dates of payment thereof and to provide written evidence of the fee and the agreed dates of payment. Such written evidence may comprise copies of the relevant passages relating to fees in the contract between the Writer and the Commissioning Entity. The Writer undertakes to provide Scriptmakers upon request with full details of fee payments already made by the Commissioning Entity.
3.4 The Mediation Fee shall be payable to Scriptmakers within two weeks after receipt of the fee on the Writer’s account. The same shall apply in respect of part-payments. Scriptmakers shall issue the Writer an invoice for the Mediation Fees received on the Scriptmakers account.
3.5 Scriptmakers shall also have a claim to the mediation Fee if the Writer approaches the Commissioning Entity directly, excluding Scriptmakers. Any exceptions hereto shall require the written permission of Scriptmakers.
3.6 The Mediation Fee shall also be payable to Scriptmakers even if the project for which the Call for Submissions is advertised does not come about and a different project is created instead as a result of Scriptmakers bringing the parties together, the material and subject for which is directly connected with the subject of the Call for Submissions, or is the development of material or of an idea emerging directly from the Writer’s participation in the Call for Submissions.
3.7 There shall also be an obligation to pay the Mediation Fee even if the project advertised for realisation is delayed for a long period or if the project is changed after the Call for Submissions. This shall apply even if the contract concerning the Writer’s membership has been terminated in the meantime.
4. CONFIDENTIAL INFORMATION
4.1 In connection with the mediation of the Writer to a Commissioning Entity, the Writer has an interest in obtaining confidential information (Confidential Information). Such Confidential Information shall include in particular, without being limited to, the content of the Call for Submissions of a Commissioning Entity. The Writer herewith undertakes to keep the Confidential Information secret and not to make it accessible to any third party without the prior written permission of Scriptmakers. The Writer shall use the Confidential Information exclusively for assessing whether the project is suitable for her or him such that he or she wishes to submit an application to work on the projected production, and as a basis for negotiating with the Commissioning Entity.
4.2 If the Writer obtains a commission by virtue of her or his membership of Scriptmakers, Scriptmakers may publicise this fact for advertising purposes. If the Writer does not agree to this, she or he must notify Scriptmakers thereof in writing.
5. GUARANTEES, THIRD-PARTY RIGHTS; GRANTING OF RIGHTS
5.1 The Writer guarantees that no texts and media provided by her or him for publication in the Writers’ database or samples of work or submission documents submitted via Scriptmakers for potential Commissioning Entities contain illegal content or infringe any rights of third parties, including in particular but not limited to copyright, trade mark rights and/or rights of personality, and that she or he is the holder of all rights for the use of such material. She or he moreover guarantees that she or he is the author of the texts submitted for Calls for Submissions.
5.2 If texts and ideas submitted by the Writer have already been submitted to other producers or are still under consideration by other producers or if contractual ties such as options already exist with regard to these texts and ideas, the Writer shall provide notification with regard thereto upon her or his first submission of these texts.
5.3 With regard to all texts, media, submission documents and other content provided to Scriptmakers by a Writer, the Writer grants Scriptmakers a non-exclusive right, not subject to a fee, to use such texts etc. for contractually defined purposes (e.g. forwarding to Commissioning Entities and publication in the Writers’ database).
6. CONTRACT PENALTIES
6.1 If the Writer breaches the obligation to inform Scriptmakers following mediation, pursuant to Clause 3.1, of the fee agreed with the Commissioning Entity and/or of any fee payment made, or if she or he breaches any guarantee under Clause 5.1, she or he shall pay an appropriate and reasonable contract penalty to be determined at the reasonable discretion of Scriptmakers. The contract penalty shall not exceed EUR 10,000. In the event of repeated breaches, each week or part thereof of the breach shall count as a separate breach. If the contract penalty is disproportionately high in any individual case, Section 343 of the German Civil Code shall apply (reduction by the competent court to a reasonable amount upon application by the Writer). The right of Scriptmakers or a third party suffering damages to demand compensation for further damages or to sue for an injunction is unaffected hereby; however, any contract penalty paid will be set off against any claims asserted for damages.
6.2 If the Writer acts in contravention of the duty of confidentiality pursuant to Clause 4, she or he shall pay Scriptmakers a reasonable and appropriate contract penalty in accordance with the previous paragraph, irrespective of any further claims.
C. ADDITIONAL CONDITIONS FOR COMMISSIONING ENTITIES
1. CALLS FOR SUBMISSIONS
1.1 Pursuant to Clause 2.4, a Call for Submissions shall be an invitation announced or advertised via Scriptmakers by a Commissioning Entity to more than five Writers who are Members of Scriptmakers to submit work by way of applying to collaborate with the Commissioning Entity on a certain project. Calls for Submissions may be announced or advertised only via Scriptmakers.
1.2 To announce a Call for Submissions, the Commissioning Entity will together with Scriptmakers draw up a text which presents the Call for Submissions with its requirements in terms of form and content as well as the contractual conditions for the Writer in as precise and concise a manner as possible. A deadline for responses will be set jointly by the Commissioning Entity and Scriptmakers. The Commissioning Entity may remain anonymous during the Call for Submissions.
1.3 Scriptmakers has the right in individual cases to reject Calls for Submissions on justifiable grounds. Such grounds shall include without being limited to Calls for Submissions being simultaneously accepted by Scriptmakers from other Commissioning Entities for directly competing projects or unfair contractual conditions in the Call for Submissions (such as no payment being envisaged for the Writer). The Commissioning Entity will be notified of such rejection and the reasons therefor as soon as possible.
1.4 Responses by Writers to a Call for Submissions will be sent to Scriptmakers initially and will then be forwarded to the Commissioning Entity. The Commissioning Entity will then have the opportunity to contact the responding Writer or Writers directly. Responses sent direct to the Commissioning Entity may be forwarded to Scriptmakers for processing.
1.5 The Commissioning Entity is in any case obliged to inform Scriptmakers which Writers have been given contracts for the advertised project in question.
2. FEES FOR CALLS FOR SUBMISSIONS AND MEDIATION
2.1 In advance of every Call for Submissions announced or advertised by the Commissioning Entity via Scriptmakers, the Commissioning Entity and Scriptmakers shall within the framework of an additional agreement agree upon a fee for the Call for Submissions and a fee for mediation as well as the exact scope of performance. The criteria mentioned at http://scriptmakers.de/en/producers/ shall serve as a guide for the agreement of the said fees.
2.2 The fee for the Call for Submissions shall be payable regardless of whether the Call for Submissions results in the engagement of a Writer or not.
2.3 The mediation fee shall be payable only if a Writer is engaged through the mediation of Scriptmakers, i.e. if the Commissioning Entity has entered into a separate contract with the mediated Writer. The subject of the said contract must be material which is directly connected with the subject of the Call for Submissions, or is the development of material or of an idea emerging directly from the Writer’s participation in the Call for Submissions. The Commissioning Entity undertakes to inform Scriptmakers immediately following the conclusion of such a contract that the contract has been concluded. The Commissioning Entity will be obliged to pay the Mediation Fee even if the contract between Scriptmakers and the Commissioning Entity is terminated.
2.4 The mediation fee shall be payable even if the Writer circumvents Scriptmakers by responding directly to the Commissioning Entity with regard to a Call for Submissions published by Scriptmakers and a collaboration comes about as a result.
2.5 The Commissioning Entity undertakes to inform Scriptmakers of the fact of the collaboration with the Writer, the agreed fee and the agreed dates of payment thereof and, upon request by Scriptmakers, to provide written evidence of the fee and the agreed dates of payment. Such written evidence may comprise copies of the contracts entered into between the Commissioning Entity and a Writer. The Commissioning Entity agrees to provide information to Scriptmakers upon request regarding fee payments already made to the Writer.
2.6 The fee for the Call for Submissions shall be payable 14 days following the announcement of the Call for Submissions via Scriptmakers. The mediation fee shall be payable 14 days following the conclusion of the contract between the Writer and the Commissioning Entity.
3. READING SERVICE
3.1 The Commissioning Entity may, for an additional fee, take advantage of a reading service provided by Scriptmakers. This would involve each response (“response” meaning here the work submitted to Scriptmakers by a Writer on the basis of a Call for Submissions – normally in the form of a pitch or brief summary and a dialogue sample) being read by two or three readers and listed on a scale of points based on the quality of the response. No reasons in terms of content shall be given for such an assessment. The reading service must be commissioned in writing, and may also be commissioned once the number of Writers responding to a Call for Submissions is known.
3.2 The readers will be obliged to maintain confidentiality.
3.3 The exact scope of the reading service and the sum payable therefor will be determined in a separate joint agreement after the reading service has been commissioned. The fee shall be payable regardless of whether the Call for Submissions results in the mediation of a Writer or not.
4. CONFIDENTIAL INFORMATION
4.1 In connection with the mediation of a Writer to the Commissioning Entity, the Commissioning Entity has an interest in obtaining certain confidential information (hereinafter Confidential Information). Such Confidential Information shall include in particular, without being limited to,
- information about Writers and the content of responses by Writers to Calls for Submission provided to the Commissioning Entity by virtue of its membership of Scriptmakers.
- business and commercial secrets and any other internal affairs of Scriptmakers of which the Commissioning Entity becomes aware.
- the content of all additional agreements entered into with Scriptmakers.
The Commissioning Entity is obliged to keep such Confidential Information secret and not to disclose it to third parties without the prior written permission of Scriptmakers.
4.2 The Commissioning Entity shall use the Confidential Information relating to or originating from Writers only for the purpose of assessing the suitability of the Writer for a production project of its own and for the purpose of conducting negotiations with the Writer.
4.3 The Commissioning Entity undertakes to make all necessary efforts to guarantee that the duty of confidentiality is complied with by its employees.
5. CONTRACT PENALTIES
5.1 If the Commissioning Entity breaches the obligation to inform Scriptmakers, following mediation pursuant to Clause 2.3, of the conclusion of a contract with a Writer, it shall pay an appropriate and reasonable contract penalty to be determined at the reasonable discretion of Scriptmakers. The contract penalty shall not exceed EUR 10,000. In the event of repeated breaches, each week or part thereof of the breach shall count as a separate breach. If the contract penalty is disproportionately high in any individual case, Section 343 of the German Civil Code shall apply (reduction by the competent court to a reasonable amount upon application by the Commissioning Entity). The right of Scriptmakers to demand compensation for further damages or to sue for an injunction is unaffected hereby; however, any contract penalty paid will be set off against any claims asserted for damages.
5.2 If the Commissioning Entity acts in contravention of the duty of confidentiality pursuant to Clause 4, it shall pay Scriptmakers a reasonable and appropriate contract penalty in accordance with the previous paragraph, irrespective of any further claims.