I. SCOPE OF APPLICATION, CONCLUSION OF CONTRACT
- Orders shall be executed exclusively based on the following terms and conditions. Any deviating provisions must be made in writing.
- The general terms and conditions apply to all contracts whose subject matter includes, in particular, project development and coordination, research, editing, theme conception, filming, post-production, distribution, documentation and/or media consulting.
- The terms and conditions of the client shall only apply if this has been expressly agreed in writing.
- The subject of the order is only the activity described in the exposé/cost exposé.
- The basis of the agency’s work is the client’s briefing. If the briefing is given verbally, the corresponding written meeting report becomes the binding working document.
- The agency acts in accordance with the German Communication Code of the German Council for Public Relations of 2012 when performing tasks for the purpose of public relations of a client.
II. OFFERS, SCOPE OF SERVICES
- Offers made by the Agency – also concerning price quotations – are subject to change without notice and are non-binding.
- For special requests made after the conclusion of the contract, changes or additions, the costs incurred for this will be charged separately. The same applies in the case of an agreed full or partial cancellation of the order.
- Partial deliveries are permissible.
- As a rule, the customer shall be provided with cost estimates in written form prior to the commencement of any work that will incur costs.
- The Client undertakes to provide any necessary permits and approvals in good time so that the Agency’s workflow is not impaired and the Agency is in a position to perform the subsequent work without additional costs and quality risk.
- The Agency assures that it will provide appropriate personnel and production capacities.
- Media cooperations and media work are generally subject to editorial coordination with the respective editorial office.
- Smaller individual orders up to a maximum of 1000 Euros as well as orders within the scope of ongoing work do not require the obtaining of cost estimates or prior approval.
- The agency shall submit meeting reports within 3 working days after each meeting with the client. These meeting reports are binding for the further processing of projects, unless objected within a period of another 3 working days.
III. SECRECY
- The cooperation between the client and the agency is characterized by a special relationship of trust. This results in a special obligation for the agency to maintain data secrecy in accordance with § 5 of the Federal Data Protection Act. Accordingly, it is prohibited to process, disclose, make accessible or otherwise use protected, personal data without authorization for a purpose other than the respective legitimate task fulfillment. The Agency further undertakes to maintain company and business secrets, to maintain confidentiality and not to exploit, disclose or make them accessible to third parties, even after termination of the cooperation – in particular with regard to customers, business transactions, prices, sources of supply, working methods, etc. The Agency shall not be obliged to disclose or otherwise use any such data. In all other respects, the statutory and company secrecy regulations shall apply.
IV. PRICES
- Verbal and written price quotations shall only become binding after written order confirmation. In the absence of any special price agreement, the list prices of the Agency shall apply.
- For orders placed by agencies or other third parties through INFOkontor, a reduction of 10 percent shall be granted on the respective service rendered and chargeable.
V. PAYMENT
- Payment shall be made within 14 days of receipt of the invoice without any deductions. The invoice shall be issued after the service, delivery, partial delivery or readiness for delivery has been rendered (debt to be collected, default of acceptance), analogous to the cost estimate.
- In the case of exceptional services, an appropriate advance payment may be requested.
- If the fulfillment of the payment claim is endangered due to a deterioration of the financial situation of the client that occurred or became known after the conclusion of the contract, the agency can demand advance payment, withhold goods that have not yet been delivered and stop further work. The Agency shall also be entitled to these rights if the Client is in default of payment for deliveries based on the same legal relationship.
- In the event of late payment, interest on arrears shall be payable. The default interest rate for the year for legal transactions in which Verbrauer is not involved is 8 percentage points above the respective base interest rate (discount rate of the Deutsche Bundesbank). This shall not preclude the assertion of further damage caused by default.
VI. DELIVERY
- If the agency has committed itself to the shipment, this will be carried out for the client with due care, liability except for intent and gross negligence are excluded. The risk is transferred to the client as soon as the shipment has been handed over to the person carrying out the transport.
- Delivery dates are only valid if they are expressly confirmed by the agency. If the contract is concluded in writing, the confirmation of the delivery date must also be in writing.
- If the Agency is in default, a reasonable grace period shall first be granted. After fruitless expiration of the grace period, the client may withdraw from the contract. § 361 BGB remains unaffected.
- Operational disruptions, in particular strikes, lockouts and all other cases of force majeure shall not entitle the Client to terminate the contractual relationship. The principles regarding the discontinuation of the basis of the contract shall remain unaffected.
VII. RESERVATION OF TITLE
- The delivered goods and any associated rights remain the property of the agency until full payment.
- The following provisions apply only in commercial transactions: The delivered goods and rights remain the property of the Agency until full payment of all claims against the Client existing on the invoice date. The client is entitled to resale only in the ordinary course of business. The client hereby assigns his claims from the resale to the agency. At the latest in the event of default, the client is obliged to name the debtor of the assigned claim. If the value of the securities existing for the Agency exceeds the claims by more than 20% in total, the Agency shall be obliged to release securities of its own choice to this extent at the request of the Client or a third party affected by the excess security of the Agency.
- In case of treatment or processing by the Agency, the Agency shall be considered as manufacturer according to § 950 BGB and shall retain ownership of the products at any time of processing. If third parties are involved in the treatment or processing, the agency is limited to a co-ownership share in the amount of the invoice value of the reserved goods. The property thus acquired shall be deemed to be reserved property.
VIII. COMPLAINTS, WARRANTIES
- An incomplete delivery or obvious defects are to be reported to the agency immediately, at the latest within seven days after delivery, hidden defects after their discovery within the limitation period for the legal warranty claim. If the customer is a fully qualified merchant, §§ 377 ff HGB (German Commercial Code) shall apply exclusively. A violation of the above obligations excludes any warranty claims of the Agency.
IX. LIABILITY
- The liability of the Agency is limited to gross negligence and compensation for typical and foreseeable damage.
- The Agency undertakes to perform the work assigned to it with factual, professional and commercial care to the best of its knowledge and in compliance with the generally accepted principles of the applicable law, in particular the applicable media law.
- If the Agency considers a competition law examination by a particularly competent person or institution to be necessary for the measures to be carried out, the Client shall bear the costs after consultation.
X. RIGHTS
- The client receives all necessary rights of use for the produced works, worldwide and temporally unrestricted, for publications and/or duplications. Any GEMA fees incurred for the respective publication shall be borne by the client.
- The rights of use for media use shall remain with the agency, which shall transfer these to the broadcaster in each case. All media work projects are carried out exclusively within the framework of the valid media law. All author contributions offered to the broadcasters are subject to the agreement of the respective editorial staff. Any GEMA fees incurred shall be borne in each case by the broadcasting station.
- If the agency uses third parties (vicarious agents) for the fulfillment of the contract, it will acquire their copyrights and transfer them to the same extent to the client. The Agency shall inform the Client in advance of any restrictions on the copyrights.
XI. SCOPE OF THE ORDER
- The Agency shall provide an overall intellectual-creative service that goes beyond the purely technical production work.
- If the Client uses Agency work outside the scope of the contract, such as outside the specified territory, after the termination of the contract, in a modified, extended or rearranged form, or when using it in media or broadcasts other than those agreed upon, a special agreement on the license fee shall come into effect. The license fee amounts to 50% of the agency fee, plus arising editorial and/or production services.
XII. FINAL PROVISIONS
- Changes or additions to this contract must be made in writing. Should any provision of this contract become or be invalid, this shall not affect the validity of the remainder of the contract. The invalid provision shall be replaced by a provision that comes as close as legally possible to the intention of the parties.
- The place of jurisdiction for all disputes between the client and a contractor who is a registered trader is Cologne.
