Terms & Conditions

1. Obligations of the contractor

1. The contractor undertakes to protect business secrets, which are communicated to it by the client in the context of placing the order / order execution, with the diligence of a prudent businessman and to treat all related information and documents confidentially.
2. The contractor undertakes to carry out the execution of the contract in close coordination with the client. For this purpose, the contractor usually creates a service description, from which the scope of the contractual services and your fee claim result. If no fee has been determined for a contractual service of the contractor, the fee claim is calculated according to the price list of the contractor valid at the time of the assignment.
3. If the contractor makes an additional effort that was not yet recognizable at the time the contract was concluded, e.g. B. due to change and / or supplementary orders from the customer, this additional effort is to be remunerated according to the hourly rates agreed between the parties. If no hourly rates have been agreed between the parties, the client owes remuneration for the additional work in the amount of the contractor’s price list applicable at the time the order was placed.
4. The contractor is generally permitted to have the services to be provided by third parties as vicarious agents. This only does not apply if there is an important reason in the person of the third party.
5. Unless otherwise stated in the service description, the contractor is not obliged to check the services commissioned by the customer for their admissibility under trademark, competition or copyright law. If the contractor is commissioned with such an inspection by the customer, the customer shall bear the resulting costs and/or fees of third parties (lawyers, authorities, etc.) at standard market conditions.
6. If the client is granted access to the contractor’s servers/dashboards, the client’s right to access ends with the underlying contract, unless the parties have agreed otherwise.

2. Obligations of the client

1. The client undertakes to provide the contractor with all the information required for the execution of the respective order in a timely manner. Insofar as the customer provides the contractor with working documents (e.g. photos, logos, texts, etc.) that the contractor uses in the course of carrying out the order for the customer, the customer must deliver these working materials free of third-party rights and the contractor must be free from any third-party claims for damages to release.
2. Insofar as the client is given work results for approval by the contractor
3. (e.g. printed matter, films, websites, statistics, etc.) are submitted, the customer must finally check the work results for correctness and completeness and release them. With the release, the client assumes responsibility for the correctness of content, text, image and sound.
4. If the contractor is commissioned to provide services that can be registered or protected (e.g. trademark rights, copyrights, design rights and utility model rights), it is the client’s responsibility to have the registration or protectability legally checked. The contractor’s services are therefore also provided in accordance with the contract if they cannot be registered or protected.
5. If the contractor owes a certain work success, the client is obliged to accept the work. If the work essentially corresponds to the contractual agreements, the acceptance shall be deemed to have taken place and be in accordance with the contract unless it is declared or refused within seven working days of receipt.
6. If the client is granted access to the contractor’s servers/dashboards, the client must ensure that its use prevents the transfer of so-called malware to the contractor’s servers.

3. Supervision of the production of advertising media/advertising media

As part of the execution of the contract, the contractor selects suitable advertising material manufacturers and/or advertising material carriers. Orders to advertising material manufacturers and/or advertising material carriers are only placed in text form after approval by the client. Within the framework of the execution of the contract, the contractor takes over the coordination of the production process as well as the performance and price control of the respective advertising material manufacturer services.
In the cases of § 3 number 1 above, the contractor is entitled to demand immediate advance payments from the client in the amount of the gross order value of the advertising material manufacturer / the advertising material carrier when the order is placed.
All payments are to be made without any deductions immediately after invoicing, free the contractor’s payment office. Payment deadlines are deemed to have been met if the contractor can dispose of the amount within the deadline. Payments can be offset against other outstanding claims at the discretion of the contractor.
A right of retention on the part of the customer, insofar as it is not based on the same contractual relationship, as well as offsetting against claims that are disputed or not legally established, are excluded.
If the customer defaults on his payment obligation in whole or in part, he must – without prejudice to all other rights of the contractor – pay interest on arrears in accordance with the statutory provisions from this point in time, unless the contractor can prove greater damage.
Unless otherwise agreed in writing, all prices quoted by the contractor are US-Dollar prices excluding sales tax. This will be invoiced separately at the applicable rate in accordance with the applicable tax regulations.

The customer must pay the calculated fee even if it exceeds the binding cost estimate by up to twenty percent.

4. Terms of Payment / Prices

The contractor shall charge an agency commission of 20% of the net invoice total of the advertising material manufacturer/advertising material carrier for the above production monitoring services. The agency commission is due for payment to the contractor upon invoicing by the advertising material manufacturer and/or advertising material carrier.

5. Travel Expenses

Unless otherwise agreed in writing, the contractor’s travel expenses are calculated based on daily expenditure and mobility allowance.

6. Execution Times

1. Dates and deadlines for the work to be carried out by the contractor are only binding if they have been expressly confirmed as binding.
2. Adherence to dates and deadlines requires the timely receipt of all documents and information, approvals and clarifications to be provided by the customer and the timely fulfillment of his obligations to cooperate.
3. The contractor is not liable for delivery delays based on a breach of the customer’s obligation to cooperate.
   
   

7. Liability for Defects

1. Any defect rights of the customer presuppose that he has duly fulfilled his obligations to examine and give notice of defects. With regard to the warranty rights for defects, the statutory provisions apply, with the proviso that liability for these claims is limited to 12 months after delivery.
2. According to the statutory provisions, the client is also liable if the client asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of its representatives or vicarious agents. Insofar as the contractor is not accused of intentional breach of contract, the liability for damages is limited to the foreseeable, typically occurring damage.
3. The contractor is liable in accordance with the statutory provisions if it culpably breaches an essential contractual obligation; in this case, liability is limited to foreseeable, typically occurring damage.
4. Liability for culpable injury to life, limb or health remains unaffected.
5. Unless otherwise agreed above, liability is excluded.

8. Joint Liability

Any further liability for damages than that provided for in § 7 is excluded – regardless of the legal nature of the asserted claim. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or tortious claims for compensation for property damage. The limitation according to paragraph 1 also applies if the customer demands reimbursement of useless expenses instead of a claim for compensation for the damage instead of the service.

Insofar as the liability for damages towards the contractor is excluded or limited, this also applies with regard to the personal liability for damages of its employees, employees, employees, representatives and vicarious agents.

9. Granting Of Rights / Inspection Obligations Of The Contractor

1. Unless otherwise agreed in writing, the client acquires the rights of use required for the respective contractual purpose for the contractor’s work for 12 months upon full payment.
2. Processing of the work results of the contractor is only permitted with the prior written consent of the contractor.
3. If third-party rights of use and/or exploitation are to be obtained or the consent of third parties is required for the contractual performance of the contractor, this is done in the name and at the client’s expense. If rights of use and exploitation as well as the consent of third parties are to be obtained, this is only done to the extent required for the purpose of the contract in terms of time, space and content.
4. Additional claims are at the expense of the customer. Agreements deviating from this must be in writing.
   The contractor assumes no liability because there are no third-party rights to the work results delivered by her.
5. The Contractor retains the rights of use to work results rejected by the Client or orders not carried out. This also applies in particular to rights of use that are not the subject of special rights.

10. Final Terms

1. The law of the country where the majority of the project is being carried out applies.
2. The place of jurisdiction for disputes is determined by project location.
3. Unless otherwise stated in the service description, the project location is also the place of performance.