Terms & Conditions

SECTION 1 – SUBJECT OF THE GENERAL TERMS AND CONDITIONS

These General Terms and Conditions apply to all orders placed with the agency. Any conflicting terms and conditions of the client shall not become part of the contract. The subject of the following General Terms and Conditions is the contract for the services of an advertising agency, which it performs in the fields of marketing consulting, advertising planning, advertising design and advertising placement for other companies or clients.

SECTION 2 – PRESENTATIONS

Any use, including partial use, of work and services presented or handed over by the agency with the aim of securing an order (presentations, etc.), whether or not protected by copyright, requires our prior consent. This also applies to use in modified or edited form and to the use of ideas underlying our work and services, provided these have not previously been reflected in the client's existing advertising materials. Where a presentation fee is charged, copyright usage and ownership rights to the work presented by the advertising agency as part of the presentation remain with the agency. However, if work presented as part of the presentation is paid for in full as agreed, the copyright usage and exploitation rights pass to the client in accordance with Section 7.

SECTION 3 – COST ESTIMATES AND COMMISSIONING

3.1 As a general rule, the client is to be provided with written cost estimates before the start of any work that incurs costs, and these must be approved by the client.
3.2 The agency is entitled to carry out the work entrusted to it itself or to commission third parties to do so.
3.3 The agency is entitled to place orders for the production of advertising materials, in whose creation it participates under the contract, in its own name or in the name of the client. The client hereby expressly grants the corresponding authorisation.
3.4 The agency places orders with advertising media in its own name and for its own account. If quantity discounts or bulk rates are used, the client will be charged a supplementary invoice, due immediately, if the discount or bulk-rate conditions are not met. We are not liable for defective performance by advertising media.

SECTION 4 – HANDLING OF ORDERS

4.1 Meeting minutes and contact reports transmitted by the agency are binding unless the client objects without delay upon receipt.
4.2 Templates, files and other working materials that we create, or have created, in order to provide the contractually owed service remain our property. There is no obligation to hand them over. We are not obliged to retain them.

SECTION 5 – DELIVERY AND DELIVERY DEADLINES

5.1 The agency's delivery obligations are fulfilled as soon as the work and services have been dispatched. The client bears the risk of transmission (e.g. damage, loss, delay), regardless of the medium used for transmission.
5.2 Delivery deadlines are only binding if the client has properly fulfilled any duties to cooperate (e.g. providing documents, approvals).
5.3 Templates and drafts provided by the agency only become binding once we have confirmed their feasibility in writing.
5.4 Reviews under competition law are only our responsibility if expressly agreed.

SECTION 6 – PAYMENT TERMS

6.1 Agreed prices are net prices, to which the applicable VAT is added. Artists' social security contributions, customs duties or other charges, including those arising subsequently, will be passed on to the client.
6.2 For advertising placement, the current list prices of the advertising media on the publication date are binding.
6.3 Invoices issued by the agency to the client are due within 14 days of receipt of the invoice, without any cash discount deduction.
6.4 For larger orders, or those extending over a longer period, as well as for the production of advertising materials, the agency is entitled to issue interim or advance invoices.
6.5 Until full payment of all invoices relating to the order has been made, we retain ownership of all documents and items provided. Rights to our services, in particular copyright usage rights, only pass to the client upon full payment of all invoices relating to the order.

SECTION 7 – COPYRIGHT AND USAGE RIGHTS

7.1 Upon settlement of all invoices relating to the order, the agency will transfer to the client all usage rights required for the use of our work and services, to the extent agreed for the order or as evident from the circumstances of the order recognisable to us. In case of doubt, we fulfil our obligation by granting non-exclusive usage rights within the territory of the Federal Republic of Germany for the duration of use of the advertising material. Any further use, in particular editing, requires our consent.
7.2 If we engage third parties to fulfil the contract, we will acquire their usage rights to the extent set out in Section 7.1 and transfer them to the client accordingly.

SECTION 8 – USAGE FEE

The agency provides an overall intellectual and creative service that goes beyond purely technical work. If the client uses the agency's work, the agency will charge an additional usage fee.

SECTION 9 – CONFIDENTIALITY AND NON-DISCLOSURE

The advertising agency is obliged to keep confidential all of the client's business secrets that become known to it in the course of the collaboration. Insofar as it engages third parties to fulfil its tasks, the agency undertakes to require the same standard of care from them. The confidentiality obligation also applies beyond the duration of the collaboration.

SECTION 10 – WARRANTY AND LIABILITY

10.1 The client must inspect work and services delivered by the agency without delay upon receipt, and in any case before further processing, and must notify any defects without delay upon discovery. If prompt inspection or notification of defects is omitted, the client has no claims.
10.2 Where defects exist, the agency has the right to remedy them up to twice within a reasonable period.
10.3 Claims for damages of any kind are excluded where the agency, its legal representatives or vicarious agents have acted with slight negligence. This does not apply in the event of a breach of material contractual obligations. In this case, liability is limited to typical, foreseeable damage. Compensation exceeding the value of the material is excluded.
10.4 The client warrants that it is entitled to use all materials handed over to the agency. Should the client, contrary to this warranty, not be entitled to such use, the client shall indemnify the agency against all resulting claims.
10.5 The client bears the risk of the legal permissibility of the measures developed and carried out by the agency. This applies in particular where actions and measures violate provisions of competition law, copyright law or specific advertising laws. However, the agency is obliged to point out legal risks of which it becomes aware in the course of its work. The client shall indemnify the agency against third-party claims where the agency acted at the client's express request despite having communicated concerns regarding the permissibility of the measures. The agency must notify the client of any such concerns in writing without delay once they become known. If the agency considers a competition-law review by a particularly qualified person or institution necessary for a measure to be carried out, the client bears the costs of this, following consultation with a legal representative of the agency.

SECTION 11 – CREATIVE FREEDOM

11.1 Creative freedom applies within the scope of the order. Complaints regarding artistic design are excluded.
11.2 If the client requests changes during or after production, the client bears the additional costs. The agency retains its claim to payment for work already begun.

SECTION 12 – PLACE OF JURISDICTION

12.1 If the client is a merchant, the court with jurisdiction over our registered office is agreed as the place of jurisdiction for all disputes.
12.2 German law applies.