General
These are the General Terms and Conditions of Soellner Communications AG (hereinafter referred to as Agency).
1.Scope of application of the General Terms and Conditions
These General Terms and Conditions apply to all contracts awarded to the Agency. The Client’s conflicting and/or supplementary general terms and conditions will not be part of the contract.
2. Presentations
Any use of part or all of the work and services (presentations etc.) presented or submitted by the Agency with the intention of securing an order, regardless of whether protected by copyright or not, requires the Agency’s prior consent. This also applies to the use of the Agency’s work and services in modified or processed form and the ideas used as the basis for the Agency's work and services, unless these have been incorporated in the Client’s previous advertising material. The acceptance of a fee for a presentation by the Agency does not constitute consent to the use of its work and services.
3. Quotations and the award of contracts
3.1 As a matter of principle, written quotations must be submitted to the Client before the commencement of any work likely to incur costs, and these must be approved by the Client.
Minor work orders of up to € 500.00 in value as well as orders in the course of ongoing work such as costs for typesetting, retouching, interim photography etc. do not require a quotation to be prepared and prior approval.
3.2 The Agency is entitled to perform the work that is entrusted to it or to commission others with its performance.
3.3 The Agency is entitled to place orders for the production of advertising material, on whose creation it is collaborating under the terms of the contract, on its own behalf or on the behalf of the Client. The Client herewith grants its explicit authorisation for this.
3.4 The Agency will place orders with advertising media on its own behalf and for its own account. If advantage is taken of quantity or frequency discounts, the Client will be invoiced with an additional charge for immediate payment in the event that the discount or sliding scale rate requirements are not met. The Agency does not assume any liability for inadequate service performance by advertising media.
4. Performance of orders
4.1 Meeting minutes, conference reports and drafts submitted by the Agency will be deemed to be binding if the Client fails to lodge an objection within three days of receipt.
4.2 Masters, files and other working material (in particular negatives, models, original illustrations etc.) that the Agency creates, or has created by others, in order to perform the work due under the terms of the contract, will remain the property of the Agency. There is no obligation for the agency to surrender or to store such material.
5. Assumption of risk and deadlines
5.1 The transmission-related risks to the Agency’s work (e.g. damage, loss, delay), regardless of whatever means used, will be borne by the Client.
5.2 Deadlines are only binding if the Client has duly met all obligations to cooperate (e.g. provision of information, documents, approvals).
5.3 The colours, art work, sound designs, final designs or graphical layouts of the masters and drafts submitted by the Agency are only binding when the Agency has given written confirmation of how they can be appropriately implemented.
5.4 The Agency is only obliged to undertake verification relating to competition law if this has been explicitly agreed.
6. Terms of payment
6.1 All prices agreed are net prices to which the valid rate of VAT must be added. Artists’ social security contributions, customs duties or any other additional charges that may be incurred subsequently will be billed to the Client.
6.2 When advertising is placed, the valid list prices of the advertising media on the day of publication will be binding.
6.3 Invoices issued to the Client by the Agency are payable within ten days of the date of invoice without any deduction. | 6.4 In the case of large orders or those which cover a prolonged period, and in the case of advertising production, the Agency will be entitled to issue interim invoices or advance invoices.
6.5 All documents and objects surrendered to the Client remain the property of the Agency until all invoices relating to the order have been paid in full. Rights to the services, in particular copyright, will only be transferred to the Client on full settlement of all invoices relating to the order.
7. Rights of use
7.1 On settlement of all invoices relating to the order, the Agency will transfer to the Client all rights required to use the work and services to the extent that has been agreed for the order or which results from what the Agency recognises from the circumstances of the order. In cases of doubt, the Agency will meet its obligation by granting a non-exclusive right of use in the Federal Republic of Germany for the duration of the advertising medium. Any other use going beyond this, in particular editing, requires the Agency's consent.
7.2 If the Agency involves third parties in order to meet its contractual obligations, it will acquire the rights of use to these to the extent listed in section 7.1 and transfer these to the Client.
8. Fulfilment
Should the Client wish to withdraw from the contract after signing it without a contractual or legal entitlement, the Agency must give its approval. Should the Agency refuse to give its approval, the Client must pay the Agency’s fee and any external costs and technical costs incurred as well as any costs for external or technical services already commissioned after deduction of any cost savings.
9. Confidentiality
The Agency will treat any information that it receives concerning the Client's business operations and its internal matters as strictly confidential.
10. Warranty and liability
10.1 If the Agency supplies work or renders services to companies/commercial business people, the client must inspect work/services immediately on receipt, and before any further processing, and notify the Agency of any defects. If the Client fails to perform inspection or to give notification of defects immediately, the work supplied will be deemed to have been accepted, unless there was a defect that was not apparent during the inspection.
10.2 If defects are found, the Agency is entitled to remedy them twice within a suitable period.
10.3 The Agency will only be liable in the event of gross negligence or intentional breach of duty by its legal representatives or vicarious agents. It will not be liable for cases of slight negligence. In cases of slight negligence, the amount of liability will be limited to damage that might typically be anticipated.
10.4 The Client assures the Agency that he is entitled to use all masters that he supplies to the Agency. Should the Client, contrary to this assurance, not be entitled to their use, he will indemnify and hold the advertising agency harmless from all claims for compensation.
11. Freedom of design
11.1 The Agency may exercise freedom of design within the scope of the order. Complaints regarding artistic freedom of design are excluded.
11.2 Any requested changes that the Client may wish for will be taken into account as far as possible. If changes are requested during or after production after the Client has already given approval, he will have to bear the additional costs. The Agency retains its claim to reimbursement.
12. Places of jurisdiction, applicable law
12.1. If the Client is a commercial businessperson, a legal person governed by public law or separate estate under public law, the exclusive place of jurisdiction for all disputes arising in connection with the contract is the agency’s registered office. The same applies when the Client has no general domestic place of jurisdiction in Germany or when his domicile or usual place of residence is unknown at the time that action is brought.
12.2 German law will apply
13. Severability clause
Should individual provisions of these Terms and Conditions be or become partly or wholly ineffective, the remaining provisions will remain unaffected |
