1. Scope of application

With the exception of revenue-share agreements, which are the subject of an individual contract, all orders placed with Nubart GmbH (hereinafter referred to as Nubart) are accepted and executed exclusively on the basis of the following General Terms and Conditions. The customer accepts them when placing the order. Orders shall only be executed after written confirmation.

The customer within the meaning of these General Terms and Conditions, is any natural person or legal entity or partnership with legal capacity acting in the exercise of its commercial or independent professional activity, at the time of order confirmation.

These General Terms and Conditions shall apply exclusively to orders placed by Nubart; other terms and conditions shall not form part of the order, even if Nubart does not explicitly object to them.

2. Pricing

All prices are subject to change.

Unless otherwise agreed, Nubart undertakes to maintain the purchase price quoted in its quotations for 90 days. This period shall run from the date of the quotation.

3. Retention of title

Both the cards and all content production for the audio guides (scripts, translations, recordings, sound effects, videos) will remain the property of Nubart until full payment is received.

4. Payment

4.1. Payment conditions

Unless otherwise agreed in writing, our invoices are payable within 15 days for EU customers and 30 days for non-EU customers.

EU customers: Unless otherwise specified in writing, for orders over 5,000 euros, an advance payment shall be invoiced at the time of order confirmation and the remaining amount shall be invoiced at the time of delivery of the goods or contents. The advance payment may be agreed with the customer, but will generally range from 25% to 50% of the total amount.

Non-EU customers: In all cases an advance payment of between 25% and 50% of the total amount will be invoiced at the time of order confirmation, regardless of the amount of the order.

4.2. Measures in the event of non-payment

If the payment deadline stipulated here or agreed with the customer in writing is exceeded, Nubart shall issue a written reminder. If the customer has not fulfilled his payment obligations within 60 calendar days of the invoice date, Nubart shall be entitled to charge interest for late payment. This interest shall consist of the interest rate set by the European Central Bank plus eight percentage points.

If after 90 calendar days from the date of the invoice the customer has still not fulfilled his payment obligations, despite repeated written reminders, Nubart will deactivate the audio guide or group guide cards ordered by the customer. Nubart undertakes to reactivate these cards as soon as payment has been made.

5. Cancellation

5.1. Cancellation by the customer

The order can only be cancelled by the customer for good cause. Cancellation by the customer must be made in writing (e.g. by letter or e-mail). In the event of cancellation of an order, the costs incurred up to the time of cancellation shall be borne by the customer.

5.2. Cancellation by Nubart

Nubart is entitled to withdraw from the content production assignment if the customer fails to perform the cooperation services due on its part.

If the customer fails to review and approve a script, a translation or a recording, or fails to provide the agreed materials to start production, Nubart is entitled, upon prior notice, to terminate the contract six months after the unsuccessful request and to keep the advance payment as compensation. Should the customer subsequently decide to continue with the project, the remaining production will be re-budgeted at Nubart's then current rates and will be considered a new order.

6. Deadline for delivery of cards

The delivery time for custom printed cards is 30 calendar days plus shipping time from the approval of the card design by the customer.

The production time may be reduced to 6-8 days, although such a reduction in time will be subject to an additional charge. The customer must explicitly inform Nubart of this wish, no later than the day of approval of the card design.

Nubart shall be entitled to make partial deliveries of the printed cards, provided that this is reasonable for the customer.

7. Removal of defects / liability / damage claims to printed cards

Nubart reserves the right to make minor technical changes, as well as changes in shape, colour and/or weight, within reasonable limits. In case of defects in the printed audio guide cards, Nubart will provide warranty for replacement.

A Nubart card will be considered defective and will be replaced if:

• There is no match between the alphanumeric code and the QR code.
• Colors differ significantly from the design originally approved by the customer.
• The cards have been printed on a material other than the one explicitly requested by the customer.

Small deviations in the printing ink of the printable original or fluctuations in the trimming, which cause slight variations from card to card in the distances between the printed motifs and the edges of the card, are unavoidable in a printed production process and do not entitle the customer to complain.

Defects (including claims for incorrect or incomplete delivery) must be reported in writing by the customer within two weeks of receipt of the cards. After expiry of this period, the cards shall be deemed to have been accepted.

8. Service Level Agreement for Nubart's CMS

Nubart uses a self-developed CMS (Content Management System) to create its digital products.

Nubart follows a zero downtime approach. To this end, the necessary redundancy and automated testing has been established at all levels of Nubart's technical infrastructure. For this reason Nubart guarantees that its visitor guidance and tracking system will function properly 99.9% of the time, with the exception of outages beyond Nubart's reasonable control, such as force majeure, regulatory actions, faulty terminal equipment, cloud platform or Internet infrastructure failures or delays, or denial of service attacks.

If Nubart is responsible for a deterioration of the functionality of the audio guide of more than 20 consecutive minutes, the customer may claim damages of up to 20% of the amount paid to Nubart in the year of the deterioration.

Nubart constantly monitors all usage failures due to incompatibilities with certain smartphone models, operating systems or browsers, diagnoses them and introduces solutions. However, Nubart cannot guarantee that occasional failures will not occur, usually due to the use of very old or rare smartphones or browsers.

The soundtracks of the Nubart audio guide are streamed by default, but Nubart also offers an optional offline mode for venues with poor internet connection. Nubart cannot guarantee that the offline mode will work well in all cases, as with the current state of the art only about 97% of browsers support the technology used for Nubart's offline mode. If our system detects a browser that does not support offline mode, it will automatically switch to Nubart's standard streaming mode.

The customer can periodically inform Nubart of incompatibilities encountered by reporting the problem and providing the serial number or alphanumeric code printed on the card so that Nubart can diagnose the specific problem in its system logs, identify the smartphone and browser used, and possibly find a solution or remedy to prevent future failures.

9. Statistics and usage data

Nubart records anonymous usage data from its audio guide cards, such as the visitor's country of origin, language, device used, most listened to audio tracks, etc.

The customer can access this data at any time through his password-protected customer account.

Nubart is constantly evolving to offer the best possible experience to its users. The customer acknowledges and agrees that the form and nature of the data reports provided by Nubart may change at any time without notice.

Nubart reserves the right to archive usage data older than one year. If the customer requests a usage report older than one year, such request may be subject to a surcharge.

All data collected by Nubart in the data reports are anonymous and aggregated. Nubart guarantees that the data collected in the reports comply with the European Data Protection Act.

10. Feedback form

Unless the customer voluntarily waives this function, Nubart integrates a feedback form in its audio guides. This form allows users to voluntarily provide certain information requested by the customer. The use of this form does not affect the functionality of the audio guide. The answers given by the users in the feedback form can be consulted at any time in the customer's account.

Nubart offers the customer the option to choose between several standard questions for the feedback form. Should the customer wish to add a specific question that is not included in the list, it is at Nubart's sole discretion to include it and its inclusion may be subject to an additional charge.

Nubart offers customers the option to have the comments submitted by users in the feedback form, emailed in real time to one or more of its employees. Nubart assumes no responsibility in the event that emails containing such information do not arrive correctly or quickly enough.

The request for the user's personal data, such as name, telephone number or email address, is not considered in the Nubart feedback form. In case the customer insists on requesting such data, the code of an external provider contracted by the customer (such as Mailchimp) will be embedded in the digital audio guide. The customer is responsible for ensuring that this request is made in full compliance with the European Data Protection Act.

11. Non-transferability of codes

Nubart's cards, printed with unique codes, act as a key that provides controlled access to a digital web application or PWA and requires the use of a smartphone. Nubart owns the intellectual property of the process that allows the codes on the cards to be non-transferable but reusable, without the need for the user to register.

So that users unfamiliar with QR codes can also access the content, Nubart offers the alternative of entering an alphanumeric code at www.nub.art. Both the alphanumeric code and the domain are printed on the back of the cards. Optionally, the customer can suggest a URL other than www.nub.art to be printed on the cards, taking care of redirecting it to www.nub.art. Nubart accepts no responsibility for the malfunctioning of the cards due to maintenance problems or access problems to the domain or subpage proposed by the customer. In case the customer's domain does not work and it is necessary to reprint the cards, Nubart will charge for this service according to its current rates. Nubart will not accept URLs longer than 20 characters.

12. Content provided by the customer

The content that is integrated into a Nubart digital audio guide can be produced by Nubart or provided by the customer.

In the second case, the customer shall be solely responsible for the copyright and intellectual property rights of third parties on the images, audiovisual productions, texts, translations or recordings provided to Nubart.

Nubart accepts no responsibility for websites or resources provided by third parties that, at the customer's request, are to be linked or embedded in the digital content of the audio guide.

The recordings provided by the customer must meet certain quality standards. In order to protect its brand reputation, Nubart reserves the right to refuse certain content if it deems that it does not meet these minimum standards.

13. Content produced by Nubart

Nubart is committed to always producing high quality content and using only professional writers, translators, recording artists and sound editors. Nubart has developed three levels of service: Bronze, Silver and Gold, in order to respond to the different needs and budgets of its customers.

If during the production process the customer should request a change in the service level, he shall inform Nubart immediately. Nubart reserves the right not to accept a change in the service level if the respective production phase is already too far advanced and such a change cannot be made without incurring costs, unless the customer is prepared to bear these costs.

The customer may negotiate with Nubart a hybrid system in which certain service levels are applied to different production phases or languages. The production phases are divided into three: Script, translation and recording.

Nubart calculates the price of a production (script, translation, recording) not by the number of words or minutes, but by the number of soundtracks. A soundtrack comprises a maximum of 350 words, which is approximately equivalent to 2.5 minutes of recording. If the script foresees a length of more than 350 words for a given point of interest, Nubart will charge an additional soundtrack. Sound tracks of less than 350 words will be charged as a full track.

14. Deadline for delivery of the contents produced by Nubart

Script: The deadline depends on the difficulty and length of the script and will be agreed with the customer on a case-by-case basis.

Translations: The turnaround time for the translation(s) is up to three weeks plus the time required for proofreading, if any.

Recordings: Once the customer has selected the desired voice(s), turnaround time for "Bronze" level recordings is up to two weeks plus time needed for revision. The turnaround time for "Silver" level recordings is up to four weeks, plus the time required for review. The turnaround time for "Gold" level will depend on the complexity and will be agreed with the customer on a case-by-case basis.

The prerequisite for adherence to the delivery time is the timely receipt of all documents to be provided by the customer as well as compliance with the agreed payment terms and other obligations. Should these prerequisites not be fulfilled in time, the delivery period shall be extended accordingly.

Failure to meet the delivery deadline shall only entitle the customer to withdraw from the order if the delivery deadline has been expressly agreed as fixed and the customer has complied with all the requirements of the preceding paragraph.

15. Script

15.1. "Bronze" service level

The "Bronze" service level only covers the revision of a script previously provided by the customer. This revision is essentially of style and punctuation, trying to adapt the text to the specific needs of an audio guide. No data checking is performed, nor is the content of the information contained in the script complemented or modified.

The various points of interest will be indicated as such in the script by the customer.

The "Bronze" service level includes a one-time review by the customer. The customer must confirm in writing the approval of the script. Once the script is approved, Nubart will start translations. If the customer wishes to make changes to the script once it has been approved, Nubart will charge a surcharge based on the translation and recording work already done, with a minimum amount of 150 euros.

15.2. "Silver" service level

The "Silver" level of service involves the original writing of a script by authors with academic training and experience in this field.

The script will be written using reliable sources that have been identified by the author. The customer agrees to support the author with written and audiovisual material as needed, including interviews or videoconferences with experts whose contact the customer agrees to provide.

In addition, the customer will provide general indications of the desired tone and style, a list of the points of interest to be included in the audio guide and 2 to 5 key words about the ideas they would like to see conveyed by each point of interest.

The "Silver" service level only covers a script that is entertaining and informative in nature for adults. More complex scripts, such as storyboards with sound effects indication, dramatised storytelling or scripts with special difficulties, such as scripts for children, scripts in easy language for the cognitively impaired or audio descriptions for the visually impaired, fall into the "Gold" service level.

The script will be written by experienced professionals that Nubart will propose to the customer. The customer will receive as a sample, the script of the same point of interest written by two different scriptwriters. He/she will then be able to choose the author he/she prefers.

At the "Silver" service level, the customer is entitled to up to two rounds of revisions. Any additional revision rounds will be subject to a surcharge.

The customer must confirm final approval of the script in writing. As soon as the script is approved, Nubart will start translations and recordings. If the customer wishes to make changes to the script once it has been approved, Nubart will charge a surcharge based on the translation and recording work already done up to that point, with a minimum amount of 150 euros.

15.3 "Gold" service level

The "Gold" service level covers more complex scripts, such as storyboards with sound effects indication, dramatised storytelling or scripts with special difficulties, such as scripts for children, scripts in easy language for people with cognitive disabilities or audio descriptions for people with visual disabilities.

At the "Gold" service level, the customer is entitled to up to three revision rounds. Any additional revision rounds will be subject to a surcharge.

As soon as the customer approves the script, Nubart will start translations and recordings. If the customer wishes to make changes to the script once it has been approved, Nubart will charge a surcharge based on the translation and recording work already done up to that point, with a minimum amount of 200 euros.

Beyond these points, the same guidelines apply as for the "Silver" service level.

16. Translations

All Nubart translations are done in your native language by experienced professionals.

If applicable, the customer will inform Nubart prior to the start of the translation if he/she prefers a particular expression for certain words. The customer will also be available to answer any questions that may arise in the course of the translator's work that Nubart does not know how to answer.

16.1. "Bronze" service level

The "Bronze" service level does not include any review by the customer. Nubart performs an internal quality control of the translation and will then send the translation directly to the speaker without requesting the customer's approval.

Nubart will only improve or repeat the translation or the recording based on it, if it contains translation errors. Under "translation error" we understand exclusively alterations of meaning or unquestionable spelling or syntax errors. Adjustments in specific terminology that have not been communicated to Nubart in advance or purely stylistic improvements shall not be recognized as translation errors.

All translation errors must be claimed within two weeks of receipt of the recordings based on them. Errors must be adequately explained in writing by the Recordings.

Requests for changes by the customer based on subjective preferences or criteria, or errors that are only communicated after the aforementioned two-week period has elapsed, shall be subject to a surcharge. This surcharge shall be proportional to the work already performed on the basis of the translation, with a minimum amount of 150 euros.

16.2. "Silver" service level

The "Silver" service level covers one revision by the customer. Once the revision is completed, Nubart will instruct the translator on the changes requested in the revision and send the corrected version to the customer for final approval.

Nubart will not order recordings until the translation has been approved. Requests for changes communicated after such approval will be subject to a surcharge. This surcharge will be proportional to the cost of the work already carried out up to that time on the basis of the translation, with a minimum amount of 150 euros.

16.3. "Gold" service level

Translations do not have this level of service.

17. Recordings

All Nubart recordings are performed in your native language by experienced professionals.

Nubart has its own voice bank with samples in different languages that it makes available to customers so that they can choose the voices they prefer. If the customer would like a specific language or accent that is not represented in Nubart's voice bank, Nubart will try to recruit new suitable voice talents and add them to its voice bank. The process of recruiting new voices will delay the production of content. The customer will not be able to select voice talents that are not represented in Nubart's voice bank, unless he/she wishes to assume the voice production himself/herself.

17.1. "Bronze" service level

The "Bronze" service level covers only one speaker per language.

The customer selects three voices per language from the voice bank provided by Nubart in order of preference. Nubart will select one of these three spokespersons based on their availability and suitability for the task. Nubart does not guarantee that it will use the voice preferred by the customer first.

Nubart shall ensure that there are no recording errors. A "recording error" means only the occurrence of background noises or deviations from the previously approved script or translation, such as word changes or repeated or omitted words.

If necessary, Nubart provides pronunciation guides to its speakers to help them correctly pronounce proper names and foreign words in the script. If desired, the customer can request prior approval of the pronunciation guide.

Nubart will check that the speaker has pronounced the foreign words substantially correctly. Although the customer is entitled to request that the pronunciation of the foreign words is substantially close to the correct pronunciation, he is not entitled to request that the pronunciation is identical to that of a native speaker of the original language.

The "Bronze" service level does not include any revisions by the customer. If the customer requests a re-recording of the audio tracks due to changes other than the consequence of obvious recording errors, the re-recording of these audio tracks will be charged at the same rate as the original recording, with a minimum charge of 150 euros.

17.2. "Silver" service level

In the "Silver" service level, you can request two speakers per language. The two speakers can alternate voicing the audio tracks or mix their voices on a single track, as in the case of dialogues or quotations.

The customer will select two voices per language from Nubart's voice bank. Nubart will make every effort to hire the voice selected by the customer. If the selected voice talent is unavailable due to force majeure, such as illness, Nubart may replace him/her with an equivalent voice, subject to the customer's approval. Each speaker will record the part of the script assigned to him/her.

The "Silver" service level includes a review by the customer and covers a one-time re-recording by the same speaker of the audio tracks that the customer has not considered completely satisfactory, even for purely subjective reasons. Should the customer request a third re-recording for subjective criteria other than recording errors attributable to Nubart, the re-recording of these audio tracks will be charged at the same rate as the original recording, with a minimum charge of 150 euros.

In all other respects, the same guidelines apply as for the "Bronze" service level.

17.3. "Gold" service level

The "Gold" service level includes complex projects, such as voice talents with interpreting skills, exotic accents, voice imitations, etc. The "Gold" service level has no predefined rates and will be quoted individually depending on the complexity of the project.

18. Copyright and ownership of content

Nubart retains ownership of the licence to use the script, translations and soundtracks created by Nubart until all claims arising from the current business relationship with the customer have been satisfied in full. As soon as Nubart audio guides are no longer used by the customer and the business relationship between Nubart and the customer can be terminated, the ownership of all contents will be transferred to the customer. Only in exceptional cases, e.g. in the case of a special profit sharing agreement, Nubart may permanently retain the licence rights to the Content.

Nubart is committed to establishing the necessary agreements with scriptwriters, translators and recording artists in order to have a permanent licence on their productions and to be able to legally transfer it to the customer.

19. Changes in content

The setup of the digital content of the audio guide is carried out by Nubart. Within the limits of reasonableness and technical feasibility, the customer may request changes and adjustments until the digital audio guide is completed to his satisfaction and the product can be considered accepted.

Nubart recognizes that changes may occur over time and must be reflected in the content of the audio guide. For this purpose, the customer has a maintenance allowance with Nubart of up to 2 working hours per month (non-cumulative) to make changes and improvements. In case the required working hours exceed this quota, they will be charged separately.

The maintenance fee does not cover the production of new content by Nubart, such as copywriting, translations, recordings or sound effects. The production of new content will always be billed separately.

20. Continuous product improvement

The customer may submit suggestions to improve or complete Nubart's services or products.

Nubart undertakes to take note of such suggestions and to consider their feasibility and desirability. If Nubart considers such a suggestion to be an effective improvement or complement to its products and services, Nubart will develop it and make it available to the customer, generally at no additional cost.

However, if the customer insists on the implementation of such a suggestion, or requires it in a shorter period of time than Nubart would normally employ, or if it is a suggestion that Nubart does not consider a general improvement of the product, the proposal shall constitute an order and shall be billed according to market prices for IT development. In no case shall Nubart be obliged to execute the customer's proposal.

21. Publicity

Unless otherwise agreed, the customer accepts that Nubart may, at its sole discretion, use the customer's trade names, trademarks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and website directories (including links to the customer's website) for the purpose of advertising its projects or publicising its customers.

22. Data protection

Nubart undertakes to keep confidential all facts that come to its knowledge in connection with its work for the customer. All inquiries or orders placed will be treated confidentially in accordance with data protection. The customer agrees that his data may be stored for the purpose of processing and invoicing his orders in accordance with the EU General Data Protection Regulation (GDPR). The customer agrees to Nubart sending invoices electronically.

Nubart would like to point out that data transmission over the Internet (e.g. communication by e-mail) may have security gaps and it is not possible to guarantee complete data protection.

23. Final Provisions

23.1 Severability clause

Should one or more provisions of these General Terms and Conditions of Service be or become invalid for any legal reason, the remaining provisions shall remain unaffected thereby.

23.2 Applicable law and place of jurisdiction

The contractual relationship between Nubart and customers with the exception of those located in Spain, Italy, Portugal and Latin America shall be governed exclusively by German law. The exclusive place of jurisdiction for all disputes for both parties shall be the registered office of Nubart GmbH.

23.3 Additions and deviations

No amendment, modification or waiver of any provision hereof or consent to any variation hereof shall be effective unless made in writing and signed by the parties hereto and, in such case, only to the extent and for the purpose for which it was made or given.