General Terms and Conditions (GTC)

Based on the Terms and Conditions of the Verband Deutscher Sprecher:innen e.V. (as of 1 May 2025)
Version as of: 12 June 2026

Provider / Contracting Party / Invoicing Party:
Videovoice Medya Limited Sirketi, Avcilar Mah. Olimpos Sitesi, 4213 Sk. 2/1 · 10870 Edremit Balikesir,
Türkiye
Company number: 0925097139300001 · VAT number: 9250971393
Email: office@videoandvoice.de · Website: www.videoandvoice.de
Voice Artist (performing artist and rights holder):
Zafer Günpinar, address as above.

Preamble

Where these GTC refer to “the Voice Artist”, this term comprises the performing artist (Zafer Günpinar) and – with respect to the conclusion and performance of the contract, invoicing, liability and the enforcement of rights – the Provider (Videovoice Medya Ltd. Sti.). The Provider is entitled to assert in its own name the rights to which the Voice Artist is entitled, in particular under Clause 5 (Rights of Use / AI).

For the purposes of these GTC, “the Provider” means Videovoice Medya Limited Sirketi as contracting party and invoicing party, and “the Client” means the respective customer of the Provider. The term “the Voice Artist” is gender-neutral and corresponds to the term “Sprecher / die Sprecherin” used in the German-language version of these GTC.

The Verband Deutscher Sprecher:innen e.V. (VDS), the German professional association of voice artists, is not a party to this contractual relationship.

These GTC are directed exclusively at entrepreneurs (Unternehmer) within the meaning of Section 14 of the German Civil Code (Bürgerliches Gesetzbuch – BGB) and at legal entities under public law.

These GTC are available in a German and an English version. In the event of discrepancies between the two versions, the German version, available at www.videoandvoice.de/agb, shall prevail.

1. Scope of Application and Form

(1) These General Terms and Conditions (GTC) apply to all business relations between the Voice Artist and the Voice Artist’s Clients.

(2) Unless otherwise agreed, these GTC shall, in the version most recently communicated to the Client, also apply to similar future contracts without the Voice Artist having to refer to them again in each individual case.

(3) These GTC apply exclusively. Differing, conflicting or supplementary general terms and conditions of the Client shall become part of the contract only if the Voice Artist has expressly agreed to their application in writing.

(4) Legally relevant declarations of the parties must be made in writing. Writing within the meaning of these GTC includes both written form and text form (e.g. email).

2. Conclusion of Contract and Payment Terms

(1) The mutual obligations arising from the contractual relationship may be specified in more detail by supplementary offers of the Voice Artist or by consistent agreements made in writing between the contracting parties.

(2) Unless the parties have agreed otherwise in writing, the Voice Artist is obliged only to create the voice recordings covered by the contract. Any additional services (e.g. changes to the text to be spoken, translations) require a separate agreement and must be remunerated separately.

(3) The rights of use and exploitation in the voice recordings created shall pass to the Client only upon full payment of the entire fee and all ancillary costs.

(4) Unless a separate fee agreement has been made, the amount of the individual fees shall be determined by the Voice Artist’s price list current at the time. If the Voice Artist does not have a price list, the usual market fees shall be deemed agreed.

(5) If a production session does not take place for reasons outside the Voice Artist’s sphere of responsibility, the Voice Artist shall be entitled to invoice an amount equal to 50% of the agreed fee, but no less than EUR 300.00 net, unless the Client has cancelled the session at least 24 hours before the scheduled production date.

(6) Unless otherwise agreed, invoices of the Voice Artist are payable within 30 days of the invoice date.

(7) If an offer, an order confirmation or an invoice states a different due date, that due date shall prevail.

(8) All fees are net amounts. The Provider is established in Türkiye; invoices are issued without showing value added tax (VAT). Where the Client is an entrepreneur, the liability for any VAT due on the services may shift to the Client under the reverse charge mechanism (for supplies taxable in Germany: Section 13b of the German VAT Act (Umsatzsteuergesetz – UStG)). The Client is responsible for assessing and paying any VAT or comparable taxes applicable to it in its own jurisdiction.

3. Instructions and Acceptance

(1) If the Client does not issue instructions to the Voice Artist in writing in good time before the start of the production, or during the production, the specific realisation shall be at the Voice Artist’s free artistic discretion.

(2) If the Client does not give notice of defects for which the Voice Artist is responsible (e.g. pronunciation errors or slips of the tongue) within 7 days after completion of the production, the Voice Artist’s performance shall be deemed to have been accepted free of defects. The production shall be deemed to have been accepted free of defects once a voice recording has been accepted by the Client or by a person commissioned by the Client. If the Client or a person commissioned by the Client is physically or virtually present during the production, the production shall likewise be deemed to have been accepted in accordance with the contract upon its completion.

(3) If the Client requests changes that do not constitute the remedying of defects, this requires a separate engagement of the Voice Artist, which must be remunerated separately.

4. Obligations of the Client

(1) The Client shall ensure that all information required for carrying out the production is available to the Voice Artist in good time. If the Client breaches this obligation and the production is delayed as a result, the Voice Artist shall not be liable for the delay.

(2) The Client is obliged to inform the Voice Artist, before the first broadcast or use, when a voice recording, a layout and/or a commercial – whether in its original or in a modified form – will be broadcast or used. If, in justified exceptional cases, the Client cannot provide this information in good time, the Client must in any event provide it to the Voice Artist no later than 10 days after the first broadcast. If the Client fails to comply with this information obligation, the Voice Artist may claim interest at a rate of 10% per annum on the invoice amount for the period between the date on which the information was due and the date on which the Voice Artist learns of the broadcast or use.

(3) In the event of a breach of the information obligation, or if a voice recording, a layout or a commercial is used or distributed contrary to the agreement, for example beyond the agreed period, territory and/or medium, the Client undertakes, without prejudice to its obligation to pay the corresponding royalty fee, to pay the Voice Artist a contractual penalty in the amount of four times the royalty fee for each individual case of infringement, excluding the defence that several infringements constitute a single continuing infringement (Fortsetzungszusammenhang). The Client shall be liable to the same extent for infringements caused by third parties involved in the production at the Client’s instigation.

5. Rights of Use

(1) The use of the performance or of the voice, its modulation and timbre, the gestures associated with it and all comparable characteristics of the Voice Artist is permitted exclusively for the contractually agreed purpose and the specific production. The use of the performance or of the voice and any of its characteristics for inputting (including text and data mining), archiving, training, simulation or any other activities in the context of artificial intelligence (AI), machine learning, robotics, computer games or any other methodology aimed at using or altering the voice (including voice cloning, voice morphing and synthetic speech generation) is not permitted without an express agreement.

(2) Unless otherwise agreed, the Client acquires the simple (non-exclusive) rights of use for the contractually agreed purpose. The transfer of any rights of use going beyond this (e.g. for other uses, or rights of use that are unrestricted in territory, subject matter or time, or exclusive rights of use) requires a separate written agreement and must be remunerated separately.

(3) The subject matter of the grant of rights is the specific recording (layout) and/or the specific edited version of the recording intended for publication (motif). Irrespective of whether a motif is identical to the layout or differs from it, separate rights of use must be acquired and remunerated for each publication. Fees received by the Voice Artist for the creation of the recording shall be credited against such remuneration only upon express prior agreement between the contracting parties.

(4) As a general rule, the content may be used only in its original version. Any distortion or other alteration of the voice requires the express written consent of the Voice Artist.

(5) Any sharing of the content with third parties requires the prior written consent of the Voice Artist.

(6) After publication of a production, the Voice Artist is entitled to name the Client and the specific production in the Voice Artist’s own media (e.g. website, social media) and to draw attention to the Voice Artist’s involvement. The Voice Artist is entitled to edit the production for these purposes, in particular to shorten it.

6. Liability of the Voice Artist

(1) For the breach of obligations that are not essential contractual obligations, the Voice Artist shall be liable to the Client only in cases of gross negligence or intent. This does not apply to claims arising from injury to life, body or health. Compensation for any indirect damage is excluded. In particular, the Voice Artist shall not be liable in any way for force majeure on the part of the Voice Artist (sudden illness, flight cancellation, traffic accident, etc.).

(2) The Voice Artist shall not be liable for the lawfulness of the texts recorded or for their use by the Client or by third parties. It is solely the Client’s responsibility to ensure the lawfulness of the recorded content and of its exploitation. The Client shall indemnify the Voice Artist against any third-party claims asserted against the Voice Artist arising from a breach of these review obligations.

(3) The Voice Artist shall ensure proper pronunciation in accordance with generally accepted rules of phonetics and shall pronounce proper names or brand names of the Client in accordance with the Client’s specific instructions as available at the time of the production.

(4) The Voice Artist shall not be liable for any expectations of the Client going beyond this, unless such expectations were clearly communicated no later than during the production and accepted by the Voice Artist.

7. Severability

(1) Should individual provisions of these GTC be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected.

(2) In the event of an invalid provision, the contracting parties shall be obliged to negotiate a valid and reasonable substitute provision that comes as close as possible to the economic purpose pursued by the contracting parties with the invalid provision.

8. Choice of Law and Place of Jurisdiction

(1) These GTC and the contractual relationship between the Voice Artist and the Client are governed by the law of the Federal Republic of Germany, to the exclusion of uniform international law, in particular the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(2) If the Client is a merchant (Kaufmann) within the meaning of the German Commercial Code (Handelsgesetzbuch – HGB), a legal entity under public law or a special fund under public law, the exclusive – including international – place of jurisdiction for all disputes arising from the contractual relationship shall be Munich, Germany. The same applies if the Client is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). The Voice Artist is also entitled to bring proceedings against the Client at any other given statutory place of jurisdiction. Overriding statutory provisions, in particular those on exclusive jurisdiction, remain unaffected.

(3) Irrespective of the continued existence of the Provider, all claims under copyright, performers’ rights and personality rights in respect of the voice and the performance remain vested in the performing artist (Zafer Günpinar). The performing artist is entitled to assert breaches of Clause 5 as well as any other infringements of rights in his own name.

Deutsche Fassung dieser Allgemeinen Geschäftsbedingungen (AGB)