Section 1 Scope and Contracting Party

1. These General Terms and Conditions (“GTC”) apply to all contracts between Audatio GmbH, Mainzer Straße 74, 64293 Darmstadt, Germany (“Audatio”) and its clients relating to audio and media production services and any related services.

2. These GTC apply both to business customers within the meaning of Section 14 of the German Civil Code (BGB) and to consumers within the meaning of Section 13 BGB. Where individual provisions apply exclusively to business customers or consumers, this is expressly stated.

3. Audatio’s range of services includes in particular recording and direction, production management, post-production, script preparation and adaptation, proofing and quality control, corrections and finalization, consulting and title evaluation, casting and narrator placement or booking, metadata and delivery services, distribution and accounting where agreed, as well as client-specific access to Audatio tools and systems.

4. These GTC do not apply to independently booked software subscriptions or SaaS services for which separate contractual or terms of use apply. Software and tools provided by Audatio solely to support a sales or production relationship are governed by Section 18 of these GTC.

5. Any deviating general terms and conditions of the Client shall apply only if Audatio has expressly agreed to their application.

Section 2 Contract Documents and Conclusion of Contract

1. The nature and scope of the services owed are determined by the applicable quotation, Order Confirmation and any project-specific agreements.

2. Where a framework agreement, production agreement, distribution agreement or other separate agreement also exists, the following order of precedence shall apply in the event of any conflict:

   1. individual project-specific agreements and Order Confirmations;

   2. any framework agreement or other expressly agreed individual contract;

   3. these GTC.

3. A contract is concluded

   1. when the Client accepts a binding quotation from Audatio within the acceptance period specified therein; or

   2. when Audatio sends an Order Confirmation following an order or other instruction from the Client.

4. Unless otherwise stated, quotations from Audatio are valid for 30 calendar days from the date of the quotation.

5. Quotations, Order Confirmations, approvals, amendment agreements and other project-related declarations may be made in text form unless a stricter form is required by law. Email and approvals submitted via systems provided by Audatio for this purpose are sufficient.

6. Information provided in presentations, price lists, voice pools, casting systems, tools or other information systems does not in itself constitute a binding offer unless expressly designated as binding.

Section 3 Performance of Services, Production Partners and Intermediary Services

1. Audatio provides the agreed services itself or with the involvement of suitable employees, narrators, directors, studios, editors, service providers and other production partners.

2. Where Audatio accepts a production order in its own name, Audatio remains the Client’s contracting party and is responsible for the proper performance of the contractual obligations assumed by Audatio.

3. In individual cases, Audatio may act solely as an intermediary for certain services. A service shall only be considered a pure intermediary service if this has been expressly identified as such in the quotation, Order Confirmation or otherwise. In such cases, the contract for the intermediary service is concluded directly between the Client and the respective third party. Audatio shall be responsible for the proper performance of its own intermediary service, but not for the performance of the contract concluded directly between the Client and the third party.

4. Audatio is free to decide whether to accept or reject project enquiries before a contract is concluded. This applies in particular to content that is unlawful, dehumanizing, extremist, glorifies violence, discriminatory, or otherwise incompatible with Audatio’s ethical principles, or where production would be objectively unreasonable for Audatio or the persons involved for comparable reasons.

5. If such circumstances only become apparent after the contract has been concluded, Audatio may initially suspend the work concerned. If, taking into account the circumstances of the individual case and the interests of both parties, Audatio cannot reasonably be expected to continue the production, Audatio may terminate the affected order for good cause. Services already performed and unavoidable project costs already incurred shall be invoiced in accordance with the statutory provisions and these GTC.

Section 4 Client Cooperation and Project Basis

1. The Client shall provide Audatio in due time with the source materials, information, decisions and approvals required for the respective project, insofar as their preparation or procurement does not form part of Audatio’s agreed scope of services.

2. These may include, in particular, the final manuscript, existing pronunciation or editorial guidance, rights-related information, technical requirements and publisher-specific specifications. Editorial preparation, directing instructions, pronunciation work, metadata or adaptation may also be provided by Audatio where agreed. In such cases, the Client shall provide Audatio with the source information required for these services.

3. New or amended information, requirements or approvals introduced after production has begun may result in additional work and an appropriate adjustment of agreed deadlines.

4. Information and approvals shall be provided via the agreed communication channels or Audatio systems. Where late, incomplete or differently prepared input causes substantial additional work, Audatio may charge for such additional work following prior notice.

Section 5 Script Preparation and Adaptation

1. Script preparation comprises the production-ready preparation of the manuscript supplied by the Client for recording and subsequent production stages. Editorial or content adaptation of the work is not included unless expressly commissioned. Where directing information is submitted during the course of the order, the information provided by the Client will be taken into account.

2. Editorial changes are not part of script preparation. If, during preparation, Audatio identifies content that should or needs to be adapted for an appropriate audio rendition, such as tables, graphics, visual elements or other content that cannot readily be rendered through spoken narration, Audatio shall notify the Client. The parties will then jointly determine whether, how and by whom an appropriate audio adaptation of the relevant passages is to be prepared.

3. An adaptation comprises editorial or content-related changes through which such content or structures are prepared for audio production. If the required adaptation is not already included in the agreed scope of services, Audatio shall agree the content and any additional remuneration with the Client before carrying out the chargeable work.

4. In the case of adaptations, the production-ready script shall, where envisaged as part of the project, be submitted to the Client for approval. Upon approval, it becomes the binding production basis. Subsequent changes or new production instructions may be charged separately and may affect agreed deadlines.

Section 6 Casting and Narrator Booking

1. Casting may be carried out by Audatio, by the Client or jointly.

2. Information concerning narrator fees and availability shown in voice pools, casting views or other Audatio systems is non-binding. The fees or calculation basis stated in the applicable quotation or Order Confirmation are binding for the scope of services specified therein. The availability of a voice is not guaranteed until a binding booking has been made.

3. If a selected or already booked narrator unexpectedly becomes unavailable, Audatio and the Client shall agree on an appropriate alternative solution or rescheduling.

Section 7 Production

1. Audatio produces on the basis of the approved script, the agreed specifications and professional production standards.

2. Minor deviations from the exact wording that do not alter the meaning and arise naturally from spoken delivery shall generally not constitute a production or narration error.

3. Audatio may resolve minor linguistic or performance-related matters not expressly covered by the agreed instructions using its professional judgement. Material changes to the content or meaning shall be coordinated with the Client.

4. A professionally reasonable artistic interpretation within the agreed briefing shall not constitute a defect solely because, after the recording has taken place, the Client would prefer a different emphasis, pace, tone, emotional expression or manner of performance.

Section 8 Deadlines and Rescheduling

1. Production and delivery dates expressly designated as binding in an accepted quotation or Order Confirmation are binding. Their observance is subject to the Client providing the required materials, decisions and approvals in due time.

2. Delays caused by the Client shall result in the affected deadlines being extended by the duration of the delay plus a reasonable period for any necessary rescheduling. Any additional work resulting from such delays may be charged.

3. In the event of force majeure or other unforeseeable circumstances for which Audatio is not responsible, in particular illness or other unavailability of a person materially scheduled for the production, the affected deadlines shall be extended by a reasonable period. Audatio shall inform the Client and endeavour to find an appropriate alternative solution or reschedule the production. Statutory rights in the event of permanent impossibility or unreasonable delay remain unaffected.

4. Audatio will endeavour to accommodate rescheduling requested by the Client. Any third-party, rebooking or additional production costs already incurred or no longer avoidable may be charged.

5. Audatio may, at its discretion, waive such costs in whole or in part as a gesture of goodwill in individual cases. This shall not create any entitlement in respect of other or future cases.

Section 9 Review, Corrections and Approval

1. Where agreed, Audatio shall provide the files following processing and internal quality control. If the Client requests corrections, these should be submitted in consolidated form within ten business days wherever possible.

2. Recording or production errors attributable to Audatio shall be corrected without additional production charges. These include, in particular, clear narration errors, omissions, meaning-changing deviations, editing errors and technical production errors.

3. The following shall not constitute production errors, in particular: subsequent changes to the approved script or pronunciation instructions, subsequently changed creative preferences, and minor deviations within the meaning of Section 7. Such changes may be charged as additional services.

4. Additional correction rounds resulting from subsequently supplemented, amended or non-consolidated Client feedback may also be charged separately.

5. Upon completion of the corrections, Audatio shall make the production available for final approval. Where acceptance is legally required for the relevant service, the statutory provisions shall apply in addition. The review period set out in paragraph 1 shall not reduce or limit any statutory rights in respect of defects.

Section 10 Changes and Additional Services

1. Changes or extensions to the agreed scope of services may be charged additionally and may affect production planning and deadlines.

2. This applies in particular to changes following script approval, additional recordings or correction rounds, adaptations not already agreed, and subsequently amended technical, metadata or delivery requirements.

3. Audatio shall, wherever possible, notify the Client before material additional costs are incurred. In relation to consumers, chargeable additional services shall only be provided following an appropriate instruction from the consumer.

Section 11 Prices and Runtime-Based Billing

1. The prices and calculation basis agreed in the quotation or Order Confirmation shall apply.

2. All prices and invoices shall be stated in euros (EUR) and shall be payable in euros unless another currency has been expressly agreed in the relevant quotation, Order Confirmation or invoice.

3. Where a production is invoiced on the basis of the final audio hour, the actual final produced runtime shall be decisive. One final audio hour corresponds to 60 minutes; shorter or longer runtimes shall be calculated proportionately. Any runtime or total amount stated before production begins serves as a calculation basis in such cases.

4. For business customers, prices are exclusive of applicable statutory VAT unless otherwise stated.

5. For consumers, the legally required total prices including VAT shall be stated. Where the total price cannot be precisely determined in advance due to the nature of the service, the basis on which the price is calculated shall be stated.

6. Narrator, studio or other third-party costs may either be included in the production price or shown as separate items.

Section 12 Invoicing and Payment

1. Unless otherwise agreed, invoices are payable without deduction within 14 calendar days of receipt and may be issued electronically.

2. Payments shall be made in the currency stated on the invoice. For payments from abroad, the Client shall bear any transfer, currency conversion or other transaction charges levied by its bank or payment service provider. Where payments outside the SEPA payment system incur additional correspondent or intermediary bank charges, these shall be borne by the Client to the extent permitted by law and unless otherwise agreed. Fees charged exclusively to Audatio by Audatio’s own payment service provider shall be borne by Audatio.

3. The Client shall arrange payment in such a way that the full invoice amount is credited to Audatio within the applicable payment period. Mandatory statutory provisions governing payment charges remain unaffected.

4. Deposits, instalment payments or advance payments may be agreed in the quotation or Order Confirmation.

5. In the event of late payment, the statutory provisions shall apply. In the event of a material overdue amount, Audatio may, following prior notice, suspend outstanding services until the amounts due have been paid, provided this is reasonable taking into account the interests of both parties.

6. The granting of rights of use in the final production is governed by Section 16.

7. Addressing an invoice to a third party nominated by the Client shall not release the Client from its payment obligation unless Audatio has expressly agreed to the third party assuming the payment obligation.

Section 13 Termination, Cancellation and Discontinuation of a Project

1. Statutory rights of termination, rescission and withdrawal remain unaffected.

2. If the Client terminates an already commissioned project before completion, Audatio shall generally invoice the services performed up to that point as well as any narrator, studio, travel, licence or other project costs that have already been bindingly incurred and can no longer be avoided.

3. Any further statutory entitlement to remuneration, in particular in the event of termination for convenience of services governed by German law on contracts for work and services, remains unaffected. Expenses saved and any alternative use of capacity becoming available shall be taken into account in accordance with the statutory provisions.

4. Audatio will endeavour to keep costs resulting from an early cancellation as low as reasonably possible and may, in individual cases, waive further claims in whole or in part as a gesture of goodwill. The Client has no entitlement to such a waiver.

Section 14 Finalization, Delivery, Distribution and Accounting

1. Audatio shall deliver the final production within the agreed scope and in accordance with the agreed technical requirements. Where no specific requirements have been agreed, the professional standards customary for the relevant production shall apply.

2. Format, platform, metadata or other delivery requirements communicated subsequently may result in additional work.

3. Where Audatio creates or prepares metadata, Audatio shall be responsible for performing the agreed service. The Client remains responsible for the accuracy of the source information supplied by it.

4. Audatio shall only be liable for processes or events involving external stores, platforms, distributors or other exploitation partners to the extent that the underlying cause is attributable to Audatio.

5. Distribution, royalty splits or revenue accounting shall only be owed where expressly agreed. Any separate distribution, delivery or accounting agreement shall take precedence over these GTC.

6. Unless otherwise agreed, revenue or royalty statements prepared by Audatio shall be issued quarterly on the basis of the data and payments provided by the relevant exploitation partners. Audatio shall not be required to pre-finance any revenues not yet received by Audatio.

Section 15 Rights and Responsibility for Client Materials

1. The Client shall ensure that it holds all rights and authorizations required for the commissioned use of the materials supplied by it. This applies in particular to copyrights, rights of use, related rights, personality rights, trademark rights, title rights, music rights, translation rights and any other required rights.

2. For the duration and purpose of performing the contract, the Client grants Audatio the rights required to edit, store, reproduce and provide such materials to production partners involved in the project.

3. Audatio is not obliged to carry out a comprehensive review of the Client’s chain of rights unless such a review has been expressly commissioned. Where there are concrete indications of an infringement of rights, Audatio may suspend the affected service until the matter has been clarified.

4. The Client shall indemnify Audatio against justified third-party claims, including reasonable and necessary legal defence costs, insofar as such claims result from a breach of the obligations set out above for which the Client is responsible.

Section 16 Rights of Use in the Production

1. Upon full payment of all remuneration due for the relevant project, the Client shall receive the rights of use in the final production agreed in the quotation, Order Confirmation or otherwise.

2. Where the scope of the rights has not been specified in detail, the Client shall receive, to the extent Audatio is entitled to grant them, the rights of use required for the contractually intended publication and commercial exploitation of the finished audio product. Such rights shall generally be granted without limitation as to time or territory; their scope as to content shall be determined by the agreed contractual purpose and any rights of third parties.

3. Until full payment has been made, commercial publication or other exploitation shall only be permitted with Audatio’s express consent.

4. Project-specific rights of third parties, in particular narrators, music rights holders, composers or other licensors, remain unaffected.

5. Raw recordings, individual tracks, editing or project files, internal proofing and production data, and internal script, workflow and automation information do not form part of the standard delivery unless otherwise agreed.

6. All rights in Audatio’s own technologies, software solutions, databases, processes, templates, production methods and general know-how remain with Audatio.

Section 17 Protection of Voices and Use for Artificial Intelligence

1. Rights of use in an audio production do not include the right to use the voice, voice characteristics or performance of any participating narrator to create, train or improve a synthetic or digitally replicated voice.

2. Without the separate express consent of all relevant rights holders, voice samples, casting recordings, raw recordings, isolated voice recordings and final audio productions may not be used for voice cloning, training, fine-tuning or otherwise for the creation or improvement of generative speech, voice or audio models, nor may they be provided to third parties for such purposes.

3. Without an express agreement, Audatio does not use manuscripts, scripts, Client content, voice recordings or other production materials to train publicly available or cross-client generative AI or voice models.

Section 18 Client-Specific Audatio Tools and Voice Pool Data

1. Audatio may provide Clients with access to its own software, portals and tools in connection with existing or prospective sales and production relationships, including casting, voice pool, research, script, project, production and accounting systems.

2. Unless expressly agreed otherwise, such access does not constitute a separate paid SaaS agreement but supports the preparation, performance or administration of the Client’s relationship with Audatio.

3. Access rights and accounts are non-transferable and may only be used for the Client’s own business or project-related purposes within the scope of its relationship with Audatio. Login credentials may not be disclosed to unauthorized third parties.

4. Without Audatio’s express consent, the following are prohibited in particular:

   1. systematic extraction or reproduction of voice pool, narrator or casting data;

   2. creation of proprietary narrator or casting databases based on Audatio data;

   3. automated scraping or comparable mass access;

   4. disclosure of non-public narrator information, fees, rankings, voice samples or other data to unauthorized third parties;

   5. systematic direct solicitation of narrators listed in the systems independently of the purpose for which access was granted; and

   6. use of voice samples or other data for voice cloning or AI training within the meaning of Section 17.

5. Audatio may develop, modify or replace functions and user interfaces of the systems provided, provided that this does not materially impair the agreed contractual purpose.

6. Unless a separate availability commitment has been agreed, no specific minimum technical availability is owed. If a system required for an ongoing project is temporarily unavailable, Audatio shall, where possible, provide an appropriate alternative workflow.

7. Audatio may suspend or terminate access after the end of the collaboration, for security reasons or in the event of material misuse or breach of these GTC.

8. Mandatory statutory rights, in particular those applying to consumers, remain unaffected.

Section 19 Confidentiality and Data Protection

1. Both parties shall treat as confidential any confidential commercial, technical, editorial or production-related information that becomes known to them in connection with their collaboration.

2. This includes, in particular, unpublished manuscripts, programme and production information, internal calculations, contractual terms, casting data, non-public narrator information and other information that is confidential by its nature.

3. The confidentiality obligation does not apply to information that is already lawfully in the public domain, was demonstrably already known to the receiving party, or must be disclosed due to a statutory obligation or an order by a public authority or court.

4. Audatio may disclose confidential information to employees, production partners and other commissioned service providers insofar as they require such information for the performance of the contract and are subject to appropriate confidentiality obligations.

5. Personal data shall be processed in accordance with the applicable data protection laws.

6. Where Audatio processes personal data on behalf of the Client within the meaning of Article 28 GDPR, the parties shall, where required, enter into a separate data processing agreement.

Section 20 Storage and Archiving

1. Audatio generally retains the final production files delivered to the Client in its own systems for six months following final delivery.

2. Raw recordings, intermediate versions, editing projects, project files and other production data may also be retained during this period; however, Audatio is not obliged to maintain a complete or permanent archive of such data unless otherwise agreed.

3. After the expiry of six months, Audatio is entitled to delete project and production data in whole or in part without further notice, provided that no statutory or contractual retention obligations prevent such deletion.

4. The Client is responsible for permanently backing up the files delivered to it.

5. At the Client’s request, Audatio shall also delete project-related data before the end of this period, insofar as this is technically possible and no statutory retention obligations, legitimate interests in preserving evidence, contractual obligations or ongoing backup cycles prevent such deletion.

6. There is no entitlement to the restoration of data that has already been deleted.

Section 21 Rights in Respect of Defects and Liability

1. The Client’s statutory rights in respect of defects remain unaffected. The Client should notify Audatio of any alleged defect as specifically as possible and give Audatio the opportunity to inspect and, where provided for by law, remedy the defect.

2. Audatio shall have unlimited liability

   1. in cases of intent and gross negligence;

   2. in the event of culpable injury to life, body or health;

   3. under the German Product Liability Act; and

   4. within the scope of any guarantee expressly assumed by Audatio.

3. In the event of a slightly negligent breach of a material contractual obligation, Audatio’s liability shall be limited to the type of damage typical for the contract and reasonably foreseeable at the time the contract was concluded. Material contractual obligations are obligations whose performance is essential for the proper execution of the contract and on whose performance the Client may regularly rely.

4. In all other respects, liability for damage caused by slight negligence is excluded.

5. The above limitations of liability shall apply accordingly for the benefit of Audatio’s legal representatives, employees and vicarious agents.

6. Audatio does not guarantee any particular commercial success of a production, including any particular number of sales or streams, chart position or particular response from the market, platforms or listeners.

7. Audatio shall only be liable for changes, outages or decisions by external stores, platforms, distributors or other third parties to the extent that the underlying cause is attributable to Audatio.

Section 22 Special Provisions for Consumers

1. If the Client is a consumer, all mandatory consumer protection provisions shall apply irrespective of any conflicting provisions in these GTC.

2. Where a contract is concluded at a distance or away from business premises and a statutory right of withdrawal exists, the consumer shall separately receive the legally required withdrawal information and model withdrawal form.

3. If, at the consumer’s express request, Audatio is to begin providing the services before the expiry of the withdrawal period, the declarations required by law for this purpose shall be obtained separately.

4. If a consumer exercises the right of withdrawal after such early commencement of performance, any obligation to compensate Audatio for services already provided and any expiry of the right of withdrawal shall be governed by the statutory provisions.

5. Mandatory statutory provisions relating to digital products or digital services remain unaffected.

6. Audatio is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration body.

Section 23 Applicable Law, Place of Jurisdiction and Final Provisions

1. The laws of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

2. In relation to consumers, this choice of law shall apply only insofar as it does not deprive the consumer of the protection afforded by mandatory provisions of the country in which the consumer has their habitual residence.

3. If the Client is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising out of or in connection with the business relationship shall be Darmstadt, Germany.

4. In relation to consumers, the statutory places of jurisdiction shall apply.

5. Individual agreements between Audatio and the Client shall take precedence over these GTC.

6. Amendments and supplements to project-specific agreements may be made in text form to the extent permitted by law.

7. If any provision of these GTC is or becomes wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The applicable statutory provisions shall apply in place of the invalid or unenforceable provision.