atmosphere 's General Terms and Conditions (B2B)atmosphere GmbH
Effective as of January 22, 2026
1. Scope and Definitions
1.1 These General Terms and Conditions (GTC) apply to all contracts for the provision of content (e.g., video entertainment, nature and landscape films, music channels) as well as the granting of access toatmosphere365(collectively, “Services”) by atmosphere GmbH (“Provider”) to entrepreneurs as defined in Section 14 of the German Civil Code (BGB) and legal entities under public law (collectively, “Customer”).
1.2 Any terms and conditions of the customer that differ from, conflict with, or supplement these terms and conditions shall not become part of the contract unless the provider expressly agrees to their validity in writing.
1.3 Individual agreements (e.g., cover sheet/order form, statement of work, price list, change order) take precedence over these Terms and Conditions.
2. Conclusion of the Contract and Contract Documents
2.1 The Provider’s offers are subject to change without notice unless expressly designated as binding.
2.2 A contract is formed through
(i) written acceptance of an offer,
(ii) signing of a cover sheet/order form, or
(iii) written confirmation (an email is sufficient),
unless a more formal method is required by law.
2.3 The following documents generally constitute the terms of the contract: cover sheet/order form, statement of work (annex/attachment), price list, these General Terms and Conditions, and, if applicable, change orders. In the event of any conflicts, the order of precedence specified in the respective contract shall apply.
3. Scope of Services
3.1 During the term of the contract, the Provider shall make the services booked on the cover sheet/order form available to the Customer for use at the authorized location (“Authorized Location”).
3.2 Installation, cabling, or network services are only due if they have been expressly ordered.
3.3 The Provider may provide updates or enhancements. A right to specific new features exists only if expressly agreed upon.
4. License Activation, Ready-to-Install, and Delays
4.1 The license term begins on the date of the go-live at the Authorized Location, unless otherwise specified on the cover page.
4.2 Ready-for-Install Notification: The provider (or an authorized sales partner) may notify the customer via email that installation/commissioning is scheduled or possible. Minimum requirements:
(i) Power and installation sites ready,
(ii) Internet/network, including necessary authorizations, operational,
(iii) Access and technical contact person available,
(iv) Customer-side components on site.
4.3 Customer-Caused Delay: If the go-live is delayed for reasons within the customer’s control, the license shall take effect no later than 30 calendar days after the “Ready for Installation” notification.
5. Prices, Billing, and Due Dates
5.1 The fee is specified on the cover sheet/price list. License fees are billed annually in advance, unless otherwise agreed.
5.2 Invoices are issued no later than 14 calendar days before the respective renewal date. Payment is due on the renewal date; payment terms are 14 days.
5.3 All prices are quoted in EUR plus sales tax, where applicable. Reverse-charge or tax-exempt intra-Community supply applies provided that the requirements are met and the customer provides a valid VAT ID.
5.4 Price adjustments apply only on the renewal date and will be announced at least 6 weeks in advance. Prices are fixed for the current billing period.
6. Late Payment, Reminder, Account Suspension
6.1 If the customer defaults on payment, the provider may take action in accordance with the following schedule:
Reminder after 7 days,
Reminder after another 7 days,
Notice of suspension with a 5-business-day grace period;
; suspension will take effect thereafter until payment is received.
6.2 Reactivation will take place within 1 business day of receipt of payment. A reactivation fee may be charged in the event of repeated late payments, provided this is specified in the price list or announced in advance.
6.3 Statutory default interest and compensation for damages resulting from default remain unaffected.
7. Term, Renewal, Termination
7.1 The minimum term is 24 months from the start of the license, unless otherwise specified in the contract.
7.2 After the minimum term, the contract shall be automatically renewed for 12 months at a time, unless it is terminated within the agreed notice period.
7.3 Notices of termination must be in writing; an email is sufficient.
8. Change Orders
8.1 Changes (e.g., package changes, additional displays/channels, price or schedule changes) may only be made via a change order.
8.2 Add-ons not included in the price list are offered on an individual basis and become effective only if ordered in writing.
9. Rights, Chain of Title, Restrictions on Use
9.1 The content is protected by copyright. The provider is the copyright holder or is authorized to use it.
9.2 Theatmosphere365software/platform and associated player/server software are the property of atmosphere Experience Technologies Ltd. (“MXT”). The Provider is entitled to grant the Customer a sublicense for use at the Authorized Location.
9.3 The customer is not granted any sublicensing rights. Use is limited to the Authorized Location (or the designated vessel).
9.4 In particular, the following are prohibited: reverse engineering, decompilation, copying or redistribution, circumvention of technical protection measures, public online distribution, and the rental or resale of usage rights.
10. Remote Maintenance and Obligations to Cooperate
10.1 The Provider may use remote access tools (e.g., TeamViewer or similar) for maintenance or troubleshooting. Advance notice will be provided whenever practicable; in the event of malfunctions or emergencies, access may be granted without prior notice.
10.2 The customer shall ensure that the minimum technical requirements are met (in particular, network/Internet access, physical access, and a designated contact person) and shall cooperate appropriately in the event of malfunctions.
11. Copyright Collecting Societies / Public Performance
11.1 The customer is responsible for properly obtaining and paying any necessary rights or fees for public performance (e.g., to GEMA or its foreign counterparts).
12. Warranty and Liability
12.1 The Provider shall provide services in accordance with the state of the art; a specific level of availability or SLA shall be guaranteed only if expressly agreed upon.
12.2 Unlimited liability in cases of willful misconduct, gross negligence, and injury to life, limb, or health.
12.3 In the event of a breach of material contractual obligations (cardinal obligations) due to slight negligence, liability is limited to the typically foreseeable damage.
12.4 In all other respects, liability for slight negligence is excluded.
12.5 Liability Cap: To the extent permitted by law, total liability per contract year is limited to the license fees paid by the customer over the past 12 months.
12.6 Mandatory statutory liability (e.g., product liability) remains unaffected.
13. Confidentiality and Data Protection
13.1 The parties shall treat confidential information as such and use it solely for the purpose of fulfilling this Agreement.
13.2 Each party processes the contact information of the designated contacts as the data controller for the purpose of contract performance. In cases where data processing on behalf of a third party is involved, a corresponding agreement will be entered into.
14. Final Provisions
14.1 Any amendments or additions must be made in writing; an email is sufficient unless otherwise required by mandatory law.
14.2 This Agreement is governed by German law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The exclusive venue for legal proceedings is Cologne, to the extent permitted by law.
14.3 If any provision of this Agreement is or becomes invalid, the validity of the remaining provisions shall remain unaffected.