GENERAL TERMS AND CONDITIONS FOR AGENCY SERVICES

1. Scope

Our terms and conditions apply exclusively. We do not recognise any conflicting terms or conditions of the client that deviate from our terms and conditions unless we have expressly agreed to their validity in writing. Our terms and conditions shall also apply if we carry out our consulting services without reservation in the knowledge of conflicting terms or conditions of the client that deviate from our terms and conditions.

2. Scope and execution of the contract

The subject of the contract is the provision and implementation of communication consulting services, including ancillary services. The agency is not obliged to achieve specific goals or a specific success. Unless expressly agreed otherwise in writing between the parties, this shall also apply in cases where the goals pursued by the client have been defined between the parties to determine the consulting services.

The agency is entitled to use third parties who are sufficiently qualified to carry out the order.

3. Client’s duty to cooperate

The client is obliged to provide the agency with all information, documents, etc. required for the execution of the order free of charge and to inform the agency of all processes and circumstances that could be of significance for the execution of the order.

If the client does not fulfil its obligations to cooperate with the agency, or does not do so in the manner, way and scope owed, the agency is entitled to set the client a deadline for providing the necessary cooperation and, after fruitless expiry of the deadline, to terminate the contract extraordinarily without notice.

4. Client meetings

The agency shall be responsible for the preparation, implementation and recording of client meetings. The content of the minutes (e.g. conference reports) is binding for the client and the agency unless a written objection has been received by the client no later than one week after receipt.

5. Obligation of confidentiality

The agency undertakes to treat all facts that come to its knowledge during the order as confidential unless the client has released it from the obligation of confidentiality.

6. Liability

The agency is liable in accordance with the statutory provisions if the client asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of the agency’s representatives or vicarious agents. Insofar as there is no intentional breach of contract, the liability for damages is limited to the foreseeable damage that typically occurs.

The agency is liable in accordance with the statutory provisions if the agency culpably violates a material contractual obligation. A material contractual obligation exists if the breach of duty relates to an obligation on whose fulfilment the client has relied and was entitled to rely. In this case, however, the liability for damages is also limited to the foreseeable damage that typically occurs.

If the client is entitled to compensation for damage instead of performance, this liability is also limited to compensation for the foreseeable damage that typically occurs.

Liability for culpable injury to life, limb or health remains unaffected.

Unless otherwise stipulated above, liability is excluded.

The limitation period for any claims for damages is 12 months.

7. Rights

Upon full payment of the agreed remuneration, the client receives the non-exclusive, but irrevocable and non-transferable right to use the agency’s consulting services within the scope and for the purposes of this contract. The agency reserves the rights of ownership and copyright with regard to any ideas, proposals, illustrations, drawings, calculations and other documents developed by it, unless otherwise agreed with the client. Before passing them on or otherwise using them on or by third parties, the client requires the express written consent of the agency. The rights of third parties (e.g. trademark rights, rights to images, sound, words, etc.) are only transferred to the client within the scope of the statutory provisions and further individual agreements with the rights holder.

The client is obliged to observe the restrictions of a legal and/or contractual nature in full. In the event of a violation, the client is fully liable for damages both to the agency and to the rights holder.

8. Remuneration

Unless otherwise agreed, the agreed remuneration is understood to be plus expenses, costs, etc. plus value added tax at the statutory rate. The value added tax will be shown separately in the invoice at the statutory rate on the day of invoicing.

Unless otherwise agreed, the agreed remuneration is understood to be plus any external costs incurred, which are to be borne directly by the client vis-à-vis the third party.

If, at the request of the client and on the basis of a separate written agreement, the agency takes over the pre-financing of external services and expenses, the agency shall be granted a technical operating cost allowance (usually 7.5% of the value); furthermore, 30% of the estimated and approved external costs are due in advance.

The deduction of a discount requires a special written agreement.

9. Terms of payment

Unless otherwise agreed, the client is obliged to pay 50% of the calculated external and agency costs to the agency as an advance payment after the order has been placed against corresponding invoicing.

Unless otherwise agreed, the agency’s invoices are due for payment without deduction within 14 days of the invoice date. The statutory rules regarding the consequences of default in payment shall apply.

The client is only entitled to set-off rights if its counterclaims have been legally established, are undisputed or have been recognised by the agency. In addition, the client is only authorised to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship.

10. Default of acceptance and failure of the client to cooperate If the client is in default of acceptance or culpably violates other obligations to cooperate, the agency is entitled to demand compensation for the damage incurred in this respect, including any additional expenses. Further claims or rights remain reserved.

11. Termination of work

If a project is prematurely terminated or cancelled by the client without the fault of the agency or if the order is terminated by the agency for an important reason, the agency is entitled to invoice its activities up to that point, including all expenses already incurred and irrevocably initiated. In addition, the client is obliged to compensate the agency for all damage resulting from the premature termination. In particular, the agency is entitled to payment of the contractually agreed remuneration, but must allow itself to be credited with what it saves in expenses due to the non-performance of the services, acquires through other use or maliciously fails to acquire.

12. Final provisions

The law of the Federal Republic of Germany shall apply. If the client is an entrepreneur, our registered office is the place of performance and jurisdiction.

Should the provisions of these General Terms and Conditions be or become partially or wholly ineffective or contain loopholes, the effectiveness of the remaining provisions shall remain unaffected. The parties undertake to replace or supplement the ineffective or incomplete provisions with effective agreements that come as close as possible to the intended will of the parties, taking into account the desired economic consequences.

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