General Terms and Conditions
§ 1 Subject and scope
(1)
The subject of the following General Terms and Conditions is formed by services and/or work carried out in the area of public relations. The type of individual service and work carried out can be taken from the concepts, offers, and suggestions put forward by the agency, or from the individual orders themselves.
(2)
These General Terms and Conditions form an integral part of each and every contract concluded, unless explicit agreement has been made to the contrary.
(3)
An order may only be regarded as binding when the agency has confirmed it in writing, in hard-copy or by email.
(4)
Any General Terms and Conditions put forward by the principal where the content deviates from
those of the agency, as well as alterations made to the agency’s General Terms and Conditions, are only valid if they have been recognised by the agency in writing. This is also the case when the principal’s General Terms and Conditions or Delivery Conditions have not been directly contradicted.
§ 2 Presentations
The development of concepts, content, and layout proposals by the agency, as well as their presentation, will take place subject to payment of a special presentation fee.
§ 3 Quotations, remuneration, external costs
(1)
Unless explicit agreements have been made to the contrary, all work undertaken will be billed in line with actual expenditure. The basis for the calculation will be formed by the agency’s current hourly rate.
(2)
Quotations and calculations are not legally binding. The agency will inform the principal should the level of expected costs exceed those listed in the preliminary calculation or quotation by more than 15 %.
(3)
External and ancillary costs, such as those incurred when using external suppliers such as photographers, models, musicians etc., as well as any expenditure for materials, postage, telephone, fax, courier, Internet fees, travel expenses etc, will be billed separately unless explicit agreements are made to the contrary.
(4)
If the principal cancels the order once it has been confirmed and the reason for this cancellation cannot be traced back to the agency, the agency’s right to remuneration remains intact. However, the agency will reduce the invoice amount by the level of expenditure saved as a result of cancellation of the project.
§ 4 Loyalty to the principal
(1)
The loyalty to the principal arising from this contract compels the agency to carry out consultancy services in a manner which is objective and takes the principal’s individual aims into account. Furthermore, the agency is committed to selecting appropriate external suppliers to carry out certain services, such as production. If the principal chooses not to reserve the right to play an active role in the selection of such external suppliers, selection will be carried out by the agency based on a balanced judgement of the economic factors involved while attempting to secure the highest level of success for the principal.
(2)
The agency is obliged to treat all business secrets made available to them within the framework of this cooperation with confidentiality.
§ 5 Copyrights, rights of use, ownership
(1)
All rights to preliminary work carried out by the agency such as drafts, concepts, as well as any other results, especially copyrights, rights of use, and ownership, remain with the agency even after the results of the work have been handed over to the principal, unless they have been transferred in writing.
(2)
In situations where rights are to be transferred, this extent of this transferral will not exceed that stipulated by the contractual provisions or purpose of the contract. The rights will be passed to the client only after total payment of the whole order.
(3)
The ownership of all work undertaken by the agency, and the rights connected to it, will not pass to the principal until the agency has received full payment for the services provided.
§ 6 Invoices
Invoices are to be paid within 14 days following receipt, without deduction.
§ 7 Liability and transfer
(1)
The agency is only liable for economic loss incurred by the principal when such loss is caused by negligence or intent on the part of the agency, and this liability is limited to damages which are normally predictable. However, this does not apply when the agency or one of its vicarious agents breaches one of the fundamental obligations set out in this contract (cardinal obligations).
(2)
The agency is not responsible for examining legal issues connected with work undertaken, especially with regard to copyright law, competition law and trademark law. The agency is therefore not responsible for the legal admissibility of the content and/or layout of work completed.
(3)
The principal will release the agency from all liability should claims for compensation or forbearance be made by third parties as a result of the layout or content of work undertaken.
(4)
The agency is not responsible for releasing any work undertaken by subordinate companies. Furthermore, the principal is solely responsible for the acceptance of printed matter and for checking that such work has been carried out in an appropriate manner. The principal is to document the release of such work in writing.
(5)
Unless otherwise agreed, the principal bears responsibility for the delivery of documents. This also applies when the documents are delivered within the local area, by the agency’s staff or using the agency’s vehicles.
§ 8 Final clause
(1)
The place of fulfilment for delivery and payment is Hamburg. If the contract partners are registered merchants, legal entities under public law, or special funds under public law, the place of jurisdiction for all disputes is Hamburg. Hamburg is also the place of jurisdiction when at least one of the contract partners has no place of jurisdiction in the Federal Republic of Germany, moves their place of residence abroad immediately after conclusion of the contract, or when the usual place of residence/business of at least one of the contract partners is not known at the time when legal action is taken.
(2)
The invalidity of individual provisions does not affect the validity of the contract as a whole. An invalid clause is to be replaced by one which comes as close to the purpose of the original as possible.
(3)
The legal basis of all contracts concluded is formed by German law. This is also the case when contracts are concluded with foreign contract partners, unless explicit agreement has been made to the contrary.
