• Terms and Conditions

§ 1 Scope of validity

(1) The following General Terms and Conditions apply to all present and future business relations of Söllner Communications AG (hereinafter Agency) with customers and apply exclusively to the content of concluded contracts.
(2) Entrepreneurs within the meaning of the General Terms and Conditions are natural persons or legal entities or partnerships with legal capacity, with whom business relationships are entered into and who carry out a commercial or freelance professional activity. Consumers within the meaning of the Terms and Conditions are natural persons with whom business relations are entered into who are not carrying out a commercial or freelance professional activity. Customers within the meaning of the Terms and Conditions are both entrepreneurs and consumers
(3) Any provision that deviates from these Terms and Conditions, especially deviating, conflicting or supplementary terms and conditions of customers, even if known, are not part of any contract, unless they are expressly agreed in writing. Changes and additions to a contract as well as additional agreements are only binding if confirmed in writing. When entrepreneurs receive services from the Agency, this means the Terms and Conditions have been accepted.

§ 2 Offers, cost estimates, presentations

(1) The offers of the Agency are revocable until accepted by the customer.
(2) The Agency will make a cost estimate upon special request of the customer and if economically feasible. Cost estimates are not binding unless expressly agreed otherwise in writing. However, in the case of orders up to a value of €500 as well as orders in the context of ongoing projects, no cost estimates will be made unless expressly agreed otherwise in writing.
(3) The Agency reserves the right of ownership and copyright to presentations, cost estimates, designs, layouts, drawings, elaborations or other documents of the Agency. They must not be made accessible to third parties. If the Agency makes such documents available to customers, these are to be returned to the Agency without delay if the customer does not ultimately place an order with the Agency. Sentence 3 also applies to the customer's documents. The Agency shall, however, be entitled to make such documents available to third parties to whom the Agency has lawfully delegated services.

§ 3 Conclusion of contract

By ordering a service and / or a product, the customer bindingly declares to accept the service and / or the ordered product. The Agency is entitled to accept the contract offer contained in the order up to two weeks after receipt. If the service is performed without the customer receiving an order confirmation in advance, the contract is concluded at the latest by the receipt or acceptance of the agreed service as per these Terms and Conditions. If the Agency makes an offer to the customer, the contract is concluded when the customer accepts this offer.
(2) If the consumer orders by electronic means, the Agency will confirm the receipt of the order immediately. The confirmation of receipt does not constitute a binding acceptance of the order. The confirmation of receipt can be linked to the declaration of acceptance.

§ 4 Scope of service, payment

(1) The scope of services of the Agency as well as the remuneration owed are based on the Agency's service description.
(2) The Agency is entitled to carry out the relevant work itself or to commission third parties in its own name. The customer can refuse a subcontractor on condition of good reason.
(3) The Agency is not obliged to check the factual statements contained in the advertisement, delivered by the customer or agreed with the customer concerning the customer's products and services.
(4) The Agency is only obliged to check the competition law permissibility of an advertisement if this is expressly agreed to in writing. If the customer commissions the Agency with this service, the customer must cover the resulting costs and fees of the Agency and, if necessary, of a law firm, of administrative authorities, and other service providers.
(5) In the case of advertising, the currently applicable list prices of the advertising media on the day of publication shall apply. When renting out objects, the rent is based on the general rental price list of the Agency in the currently valid version. If no payment is specified for a service in the service description, the Agency's price lists valid at the time the contract was concluded shall apply. Any additional expenses incurred by the Agency because the customer has caused or required changes, additions, delays, hindrances or repetition of services, shall be charged as additional costs according to the Agency's agreed hourly rates.
(6) In case of production-related deviation, the Agency is permitted to make an excess or shortfall delivery of 10%. The invoice will only cover the quantity actually delivered.
(7) If the customer wishes to terminate the contract after it has been concluded without being entitled to any contractual or statutory rights, this is only possible if the Agency agrees. If the Agency does not give its consent, but the customer declares that it no longer wishes to accept the delivery / service, the customer must reimburse the Agency fees and third-party costs, technical costs and third-party services and technical services already commissioned, less any expenses saved. In return, the Agency is no longer obliged to pay.
(8) For business journeys, travel time must be paid in accordance with the agreed hourly rates, receipts must be submitted for third-party costs and journeys by car are charged at €0.80 / km.

§ 5 External orders

The Client authorises the Agency to place orders for the production of advertising material in which it is contractually involved either in its own name or on behalf of the customer. Individual orders up to a volume of €1,000 do not require prior approval by the customer.

§ 6 Customer's general duties of cooperation

(1) If services of the customer are required for the Agency to carry out work, the customer will provide these services without delay.
(2) If the Agency is required to carry out work at the customer's premises, the customer will grant the Agency the necessary time and space to perform the work and provide all necessary and reasonable support. In addition, the customer shall guarantee compliance with all health and safety regulations. The customer is responsible for the reasonable conditions of the environment and the proper use of the equipment and programs included in the contract. In particular, the customer must ensure a functional, clean condition of the premises and that the necessary facilities are present.
(3) Insofar as the entrepreneur receives meeting minutes, conference reports and drafts from the Agency, these are binding if the entrepreneur does not object within 3 calendar days after receipt.

§ 7 Payment conditions

(1) Unless otherwise agreed, the invoice must be paid within 10 calendar days after delivery to the customer.
(2) The prices offered to a company are exclusive of the value added tax applicable on the day that the service is provided. Artist's social security contributions, customs duties or any other subsequent charges and costs for required special packaging will be charged to the company. If the Agency cannot use bulk discounts or frequency discounts for reasons for which it is not responsible, and the Agency has given the company the quantity discounts or frequency discounts when the contract was concluded, the company will receive a subsequent charge, which will become due immediately.
(3) The prices offered to a consumer are final prices according to section 1 paragraph 1 PAngV, but exclude delivery, shipping and installation costs. Freight-free delivery requires a separate agreement.
(4) The customer may only make undisputed or legally established claims for compensation against the Agency. The customer can only assert a right of retention in cases of undisputed or legally established claims.

§ 8 Risk assumption, deadlines

(1) If the Agency arranges for the provision of its services in the usual and appropriate manner, the entrepreneur bears the risk of damage, loss or delay. The transfer of risk for deliveries occurs upon delivery to the courier / forwarder.
(2) Deadlines are only binding if the customer has duly fulfilled their obligations.

§ 9 Receipt of services

(1) If the Agency is obliged to provide a certain performance, the customer is also obliged to accept. Acceptance is deemed to have taken place if it is not rejected within a period of 7 calendar days after the results of the service have been handed over. Acceptance may not be refused if the performance result is complete or fulfils the contract for the most part.
(2) If there are significant deviations, the Agency is entitled to eliminate these deviations within a reasonable period of time and to resubmit the performance results to the customer.
(3) At the latest, the service is deemed to have been accepted when the customer uses the performance result.

§ 10 Guarantee, liability

(1) Entrepreneurs must check the performance immediately after receipt to ensure that it is complete and free of defects, and immediately notify the Agency of any defects discovered. If the entrepreneur fails to make an inspection or report the defect in good time, the Agency's performance will be considered approved, unless the defect was not apparent during the inspection. Defects discovered later are also to be reported to the Agency immediately; otherwise, the performance will be considered as approved also with regard to these defects. The notification of defects has to be made in writing and must describe the defect exactly.
(2) Entrepreneurs must notify the Agency in writing of obvious deficiencies in performance within a period of 2 weeks following receipt of the service, otherwise no claims can be asserted. The deadline is considered met if dispatch was punctual. The entrepreneur bears the full burden of proof for all conditions of the claim, in particular for the defect itself, for the time of the discovery of the defect and for making the complaint punctually.
(3) In cases of defects and timely notification by the customer, the Agency has the right of rectification twice.
(4) If the Agency, in its own name, entrusts third parties with the production of advertising material for a company, the Agency shall not be liable for defective services provided by the commissioned third parties, unless the parties had made a different agreement. However, the Agency is then obliged to assign its claims for defects against the commissioned third party to the customer in the event of a defective performance and, if the assertion of the claims of the company against the third party fails, to re-grant the claims of the company against the Agency.
(5) For entrepreneurs, the warranty period is one year following receipt of the service or, if a reduction in the service is provided, one year from the acceptance of the service. The first sentence does not apply if the Agency is guilty of malice. For consumers, the warranty period is two years from receipt of the service or, if a reduction in the service is provided, two years after acceptance of the service.
(6) In the case of slightly negligent breaches of duty, the liability of the Agency shall be limited to the foreseeable, contract-typical and direct damage depending on the type of service provided. This also applies to slightly negligent breaches of duty on the part of legal representatives or vicarious agents of the Agency. (7) The Agency shall not be liable to entrepreneurs for slightly negligent breaches of immaterial contractual obligations.
(8) Customer claims for damages due to a defect are limited to one year after the services have been provided. This does not apply if the Agency is guilty of malice.
(9) The Agency is not liable for defects resulting from errors in the documents, materials or documents submitted by the customer.
(10) The Agency is not liable for lacking services, loss of profit, loss of savings, indirect damages or consequential damages.
(11) The aforementioned warranty period shortening, disclaimers and limitations of liability shall not apply in cases of strict liability, in particular as per the Product Liability Act. It will also not apply to culpable physical and health damage or loss of life or to damages based on intent, gross negligence or absence of guaranteed characteristics.

§ 11 Property rights, usage rights

(1) Templates, files and other work equipment that the Agency creates or has created to perform the contractually agreed service remain the property of the Agency. There is no obligation to hand over such materials.
(2) Insofar as no deviating agreement has been made between the customer and the Agency, when the customer makes all payments owed they will acquire the rights of use for the advertising material created by the Agency during the contract period. The rights of use are limited to the territory of the Federal Republic of Germany. Editing or altering the content of the advertising material designed by the Agency is only permitted with the consent of the Agency.
The Agency will provide project data after successful completion and acceptance by the customer at the latest for a period of two years, as long as there are no longer statutory retention periods. (3) Transferring or licensing the rights of use is only permitted with the prior approval of the Agency.

§ 12 Final provisions

(1) German law shall apply.
(2) If the customer is a merchant, legal entity under public law or special fund under public law, the place of performance and jurisdiction for all disputes arising from a contract with the Agency will be Munich. This, however, is under the proviso that the Agency is also entitled to take legal action at the location of the customer's headquarters or place of operation. The same applies if the customer does not have a general place of jurisdiction in Germany or if their domicile or habitual residence is unknown at the time the complaint is filed. This also applies to disputes in the certification, bill of exchange or cheque process, irrespective of which place of payment results from the bill of exchange or cheque.
(3) If any provision of these Terms and Conditions should be or become invalid or if these General Terms and Conditions contain any gaps, this shall not affect the validity of the remaining provisions. In the place of the invalid provision, the provision corresponding to the meaning and purpose of the ineffective provision or comes closest to it, shall apply. In the case of gaps, the provision shall apply which corresponds to what would have been agreed in terms of the meaning and purpose of this contract if the matter had been considered from the outset.
(4) Amendments to these provisions are only possible in written form. The obligation for written form can also only be changed in writing.
(5) The addresses of the customers are stored in the Agency's IT system for fast and error-free processing. The data provided is handled in accordance with the provisions of the Federal Data Protection Act and the Telemedia Act.

Correct at: 28 June 2018