CONDITIONS
General Terms and Conditions (GTC) of SIDELINES - Agentur für Kommunikation GmbH
1. Scope of application
1.1 SIDELINES - Agentur für Kommunikation GmbH provides services in the fields of communication, marketing and sponsorship. A detailed description of the individual services to be provided can be found in the agency and project contracts, order documents and their annexes and service descriptions.
1.2 These General Terms and Conditions are an integral part of every written or verbal contract concluded between the client (hereinafter referred to as the "Client") and the agency SIDELINES - Agentur für Kommunikation GmbH (hereinafter referred to as the "Agency"), unless otherwise agreed in writing. Clients in the above sense are exclusively companies or legal entities.
1.3 Any terms and conditions of the Customer that deviate from these Terms and Conditions shall not become part of the contract unless they have been expressly recognized in writing by the Agency prior to conclusion of the contract. Our General Terms and Conditions shall also apply if we commence the provision of services without reservation in the knowledge of conflicting or deviating terms and conditions.
1.4 Verbal collateral agreements of any kind, including with representatives or employees of the Agency, shall only apply if they have been confirmed in writing by the Agency.
1.5 These terms and conditions shall also apply to all future business relations with the customer, even if they are not expressly agreed again.
2 Conclusion and content of the contract
2.1 The agency contract shall only come into effect with the written conclusion of the contract or the written confirmation of the order by the agency, at the latest, however, with the start of the execution of the order by the agency. The agency reserves the right to refuse orders.
2.2 An agency contract is concluded between the client and the agency in the form of a service contract. The achievement of a certain economic success is not owed. The nature and scope of the services owed by the Agency shall be determined by a separate agreement (hereinafter referred to as the "Agency Contract") in which the agreed service description is set out.
2.3 If the Agency - by way of exception - assumes a contractual obligation to produce a work, acceptance by the Client must take place after completion of the service. Refusal of acceptance due to insignificant defects is excluded. It shall be deemed equivalent to acceptance if the customer does not accept the subject matter of the contract within a period of 10 working days after receipt of a written notification of completion from the agency or a request for acceptance declared by the agency to the customer within a reasonable period, although the customer is obliged to do so.
3. remuneration / terms of payment
3.1 The agency contract contains the agreed fee and the fee rates in their current version.
3.2 Monthly fees shall be paid monthly in advance for long-term contracts and shall be due upon invoicing. Other fees shall be due upon provision of the service and invoiced to the client.
3.3 Agency invoices are due 14 days after receipt of invoice without deduction. The final price of the services shall be increased by the statutory VAT. In the event of late payment, default interest of 9 percentage points above the respective base interest rate shall be due. This shall not affect the Agency's right to claim further damages for default. The customer shall only have a right of set-off or retention for claims that are undisputed or have been legally established.
3.3 Third-party costs, i.e. costs and expenses, in particular - but not limited to - travel and hotel costs, costs for photographers and film, event costs, room rental, hospitality costs, etc., shall be passed on to the customer (handling charge) - on request also upon presentation of the third-party invoices - with a surcharge of 15 percent for the third-party services charged and assumption of the payment service, unless the customer bears these costs directly.
3.4 The Agency shall be entitled at any time to demand reasonable advance payments for its own and third-party services. If the development of the agreed services extends over a longer period than one month, the Agency may invoice the Client for partial payments for the partial services already rendered. The Agency shall also be entitled to demand advance payments if this is necessary to cover its expenses.
3.5 In the event of significant changes and extensions of orders by the client beyond the originally agreed scope, the agency shall be reimbursed for all costs incurred as a result and any additional services provided by the agency over and above the contractually agreed remuneration shall be paid (additional remuneration). In such a case, the agency shall inform the customer in advance. The amount of the additional remuneration shall be based on the contractual remuneration.
3.6 All prices quoted in offers and orders and the resulting amounts to be paid shall be subject to the statutory value added tax at the applicable rate.
4 Cost estimates
4.1 For all internal or external services that exceed an agreed flat fee, the Agency shall prepare a cost estimate for the respective service to be provided before work begins. Cost estimates and calculations shall not be binding unless they have been expressly guaranteed in writing.
4.2 The Agency shall notify the Client of any anticipated overruns of the preliminary calculation or cost estimate by more than 10 percent immediately after becoming aware of the cost-increasing circumstance, unless the Client has caused this circumstance itself. An insignificant overrun of less than 10 percent of the calculated fee and cost volume is not to be reported and is covered by the contract.
5 Changes to or termination of the work
5.1 If the client cancels orders, work or extensive planning, or if events are canceled for reasons for which the agency is not responsible, the client shall pay the agency all fees incurred up to this point in time, reimburse costs and expenses and indemnify the agency against all liabilities to third parties that were established with regard to the contractual relationship.
5.2 Effort-related services of the Agency shall be remunerated up to the time specified in Clause 5.1 according to the agreed hourly fee, flat-rate services of the Agency shall be remunerated pro rata temporis up to the project status at that time.
5.3 The assertion of further claims by the Agency shall remain unaffected by this.
6. services of the client / obligations to cooperate / organization of the cooperation
6.1 The Client shall be obliged to provide the Agency with the data, product information and templates essential for the provision of services for strictly confidential treatment. Insofar as the customer provides the agency with templates for use in the design of the service, he assures that he is authorized to hand over and use these templates.
6.2 The customer shall provide the agency with all data and documents required for the performance of the services in full and free of charge and shall provide all necessary cooperation to fulfill the purpose of the contract. Additional expenses caused by inadequate fulfillment of obligations shall be borne by the client. At the beginning of the execution of the contract, the customer shall name a contact person to the agency who shall ensure that the customer fulfills its obligations to cooperate during the entire duration of the project.
6.3 If the client does not fulfill essential obligations to cooperate under this contract within the agreed period, the client shall be in default. In this case, the Agency shall be released from the obligation to perform to the extent that the contractually owed service cannot be provided or cannot be provided as contractually agreed due to the Customer's breach of duty. In this case, the Agency shall be entitled to the contractually agreed remuneration for the services already rendered, less any expenses saved, without prejudice to other statutory claims.
6.4 The customer shall ensure that the information, data, content, materials and items supplied by him to fulfill the purpose of the contract are free of third-party rights and shall indemnify the agency against all third-party claims arising in this connection, including the costs of legal defense.
6.5 If the client accepts the design proposed by the agency, this shall be deemed as approval of the cost estimate associated with the agency's proposal.
6.6 The client must check texts, designs, concepts and other work results sent for correction immediately upon receipt. By approving drafts, the customer assumes responsibility for the correctness of images, text and typesetting. Tacit approval shall be deemed to have been granted if the client does not give express approval within a reasonable period of time, generally not more than one week, but also does not request any corrections. The client must assert and substantiate complaints in writing within three working days of performance by the agency. In the event of justified complaints about objective errors or deviations from the brief, the client shall be entitled to have the service rectified by the agency free of charge.
7 Obligation to maintain confidentiality
7.1 The Agency shall maintain secrecy about all business secrets and confidential documents and knowledge that become known in connection with its work for the Client. This duty of confidentiality shall apply both to the Client and to the Client's business relations. The same confidentiality obligation shall be imposed on all third parties involved in the performance of the Agency's services.
7.2 This obligation shall also apply after termination of the business relationship for a period of 2 years. The Client may release the Agency from this confidentiality obligation in writing.
8 Presentation of concepts for campaigns/individual projects
8.1 For participation in presentations (pitches), the Agency shall be entitled to a fee customary in the industry, which shall cover the personnel and material expenses for the presentation as well as the costs of all external services. No services will be provided free of charge with the aim of subsequently placing an order. The development of conceptual and creative proposals by the agency and their presentation shall therefore be invoiced at the agreed fee and, in the absence thereof, at an hourly rate of €150.
8.2 If the Agency does not receive an order after the presentation, ownership and rights to the work results, in particular the presentation documents, files and their content, shall remain the property of the Agency. The client shall not be entitled to use these further in any form whatsoever; the documents or files together with all copies must be returned to the agency and/or deleted without delay.
8.3 If the ideas and concepts introduced in the course of a presentation for the solution of communication tasks are not acquired by the Client, the Agency shall be entitled to use the ideas and concepts presented for other purposes.
8.4 The forwarding of presentation documents to third parties and their publication, reproduction, distribution or other use is not permitted without the written consent of the Agency.
9 Property rights and copyright protection
9.1 All rights to the Agency's services and work results (e.g. ideas, concepts, campaigns, texts, etc.), including individual parts thereof, shall remain with the Agency until full payment of (a) the remuneration owed under the contractual relationship in the case of concluded project contracts or (b) the remuneration owed for the respective work result in the case of continuing obligations. By paying the agreed fee, the customer then only acquires the right of use for the agreed purpose and to the agreed extent of use.
9.2 Rights of use that go beyond the required use in terms of time, space and content in accordance with the purpose of the contract shall not be granted and shall require a prior written agreement within the scope of the order or a separate written ancillary agreement in return for additional appropriate remuneration. Rights of use to work that has not yet been paid for at the end of the contract shall remain with the Agency, unless otherwise agreed.
9.3 In particular, the customer shall not acquire the right to transfer the rights of use granted to third parties, unless otherwise agreed.
9.4 In the event of a breach of Clauses 9.1, 9.2 or 9.3, the Agency shall be entitled to an appropriate (customary) fee as a fictitious license, without prejudice to other claims for damages.
9.5 The Agency shall be entitled to information about the scope of use.
9.6 Templates, files, documents and other work equipment/items that the Agency creates or has created in order to provide the service owed under the contract shall remain the property of the Agency. There shall be no obligation to surrender or store such items, unless this contradicts the purpose of the contract.
9.7 Changes to the Agency's work results that are eligible for protection by the Client are only permitted with the express consent of the Agency and - insofar as the service is protected by copyright - of the author.
10 Liability and warranty
10.1 The Agency undertakes to carry out the work assigned to it with professional and commercial care to the best of its knowledge. The Agency shall inform the Client in writing of any recognizable significant risks in good time, but at least ten working days before the implementation of a planned measure described in the Agency Contract. The customer has the right to have the legal admissibility of planned measures checked by a competent person of his choice at his own expense.
10.2 The agency shall only be liable for intent and gross negligence and in cases of culpable injury to life, limb or health.
10.3 However, the Agency shall only be liable for damages in connection with defects in the service if the Client has notified the Agency of the defects complained about and the Agency has not rectified the defects within 10 working days.
10.4 The client shall be responsible for the legal admissibility of the communication measures developed by the agency and carried out on behalf of the client and the use of other work results. This applies in particular in the event that the campaigns and measures violate legal regulations such as competition law, copyright law, special advertising laws or public law standards. In this respect, the customer shall indemnify the agency against all third-party claims, including the costs of legal defense.
10.5 The Agency shall not be liable for the accuracy of the factual statements and data contained in the communication, nor for the patent, copyright and trademark protection or registrability of the ideas, suggestions, proposals, concepts, drafts and results supplied within the scope of the order.
10.6 The Agency shall adhere to the deadlines agreed in writing. However, failure to meet the deadlines shall only entitle the Client to assert the rights to which it is legally entitled under the aspect of default if it has granted the Agency a reasonable grace period. This period shall commence upon receipt of a reminder letter to the Agency. Unavoidable or unforeseeable events - in particular delays at the customer - shall release the Agency from compliance with the agreed delivery date.
11. collecting societies
11.1 The client undertakes to pay any fees incurred in connection with the contract to collecting societies such as GEMA. If these fees are disbursed by the agency, the customer shall reimburse the agency for them. This can also take place after termination of the contractual relationship.
12 Third party services
12.1 The Agency shall be entitled and hereby authorized to commission third parties to perform the contractually owed services. The costs for the commissioning, including any duties to the artists' social security fund, shall be borne by the client or reimbursed to the Agency if the Agency has advanced the costs.
13 Duration of contract, notice periods
13.1 If the contract is concluded for a fixed term, it shall be extended by twelve months in each case unless one of the contracting parties has declared to the other at least three months before expiry of the contract that it does not intend to continue the contractual relationship.
13.2 The right to terminate the contract without notice for good cause remains unaffected by this provision. Any termination must be in writing.
14 Labeling and advertising
14.1 The Agency may sign the services and work results provided by it appropriately and in a manner customary in the industry and refer to its services provided under the contract for its own advertising. The Agency may also include the Client in its reference list and publish it (including on the Internet).
14.2 The rights under 14.1 and 14.2 shall continue to apply undiminished after termination of the contractual relationship, unless the Client expressly objects to this. The customer shall not be entitled to any remuneration for this use.
15. final provisions
15.1 The customer is not entitled to assign claims other than monetary claims arising from the contract. Furthermore, the prohibition of assignment shall not apply if the Agency has no interest worthy of protection in the exclusion of assignment or if legitimate interests of the Customer outweigh the Agency's interest worthy of protection in the exclusion of assignment;
15.2 Offsetting or the assertion of a right of retention by the customer is only permitted with recognized or legally established counterclaims.
15.3 The Agency Agreement, its valid conclusion and the entire legal relationship between the Client and the Agency shall be governed exclusively by the law of the Federal Republic of Germany.
15.4 The place of performance and exclusive place of jurisdiction for all disputes between the Client and the Agency arising from or in connection with the Agency Contract shall be the Agency's registered office in Frankfurt am Main.
Status of the GTC: January 2024