General Terms and Conditions
– 1 General information
These terms and conditions apply exclusively to all legal relationships between ST-Promotions oHG, Feldstraße 66, 20359 Hamburg, Germany (hereinafter referred to as the “Agency”) and the client; any terms and conditions of the client that conflict with or deviate from these terms and conditions are only valid if they have been expressly accepted by the Agency in writing.
– 2 Conclusion of contract
– 2.1 The content of the contract shall be the latest offer of the Agency, in which all agreed services and remuneration have been recorded. The offers of the Agency are non-binding. The Client’s order confirmation shall be deemed merely an offer in accordance with § 145 BGB. Such an offer shall be deemed accepted by the Agency if it does not object to an order confirmation within seven working days.
– 2.2 The information contained in brochures, catalogues, circulars, advertisements, price lists or the documents, drawings, illustrations, technical data, concepts and performance descriptions belonging to the offer are non-binding, unless they are expressly designated as binding in the order confirmation.
– 2.3 Unless otherwise agreed, third parties shall be commissioned in the name and on account of the Agency. The Agency shall not be obliged to submit to the Client the contractual documents with the commissioned third party companies.
– 3 Scope of Services and Changes
– 3.1 The scope of the contractual services is specified in the order confirmation.
– 3.2 Subsidiary agreements, amendments or supplements that change the scope or content of the contractual services must be made in writing.
– 3.3 If, after conclusion of the contract, it becomes necessary to deviate from or change individual contractual services, the Agency shall inform the Client of this without delay. Insofar as the changes that have become necessary do not or only insignificantly affect the agreed content of the contract, the Client shall therefore have no right of termination. In addition, both parties can demand an adjustment of the originally agreed work remuneration, if the necessary deviation results in higher or lower costs (for example, material costs or personnel costs).
– 3.4 If, after conclusion of the contract, the Client wishes to make a change or expansion of the original scope of services, which is to be considered significant, he shall notify the Agency in writing. If the Agency rejects the change request, the originally agreed scope of services shall remain in effect.
– 4 Minutes of meetings
– 4.1 Insofar as the Agency sends the Client minutes of discussions, meetings or telephone conversations (memos) in writing, their content shall be deemed to be a bindingly agreed basis for work and invoicing, unless the Client objects in writing without delay.
– 4.2 Insofar as the Agency commissions the production of advertising media (posters, flyers, etc.) for the purpose of executing the contract, the Client shall receive a proof copy with a request for approval. Once approval has been granted, the proof shall be deemed to have been approved by the Client. In this respect, the agency is not liable.
– 5 Terms of payment
– 5.1 The Agency shall issue verifiable invoices, which are to be paid within the agreed payment period.
– 5.2 The Agency may demand reasonable payments on account and make further processing of the order dependent on their payment. Insofar as agreed payments are not credited to the Agency’s account no later than the day before an event is to be held, the Agency shall be entitled to withhold its services or to terminate the contract without notice, whereby the agreed fee claim shall become due immediately and in full, taking into account any services saved. Any claims for damages on the part of the Client on the basis of such a termination shall be excluded.
– 5.3 If the client defaults on the payment of a due monetary debt, interest shall be charged on the outstanding amount at a rate of 9 percentage points above the applicable base interest rate.
– 6 Termination / Compensation
– 6.1 Both contracting parties reserve the right to terminate the contract without notice for good cause. The termination must be made in writing.
– 6.2 If the Client terminates the contract up to 14 days or more before the planned start of the campaign without the Agency being responsible for this, he shall be obliged to pay 50% of the agreed fee; in addition, he shall reimburse the Agency for any costs demonstrably incurred. The client reserves the right to prove that the damage was minor.
– 6.3 If the Client terminates the contract less than 14 days before the planned start of the campaign without the Agency being responsible for this, he shall be obliged to pay 80% of the agreed fee; in addition, he shall reimburse the Agency for any costs demonstrably incurred up to this point in time. The client reserves the right to prove that the damage was lower.
– 6.4 If the Client terminates the contract less than 7 days before the planned start of the campaign without this being the fault of the Agency, he shall be obliged to pay the agreed fee in full; in addition, he shall reimburse the costs demonstrably incurred up to this point in time. The client reserves the right to prove that the damage was lower.
– 6.5 These provisions shall apply accordingly insofar as the Agency itself terminates the contract for work pursuant to § 4.2 due to default of payment by the Client. In this case as well, the Principal reserves the right to prove that the damage incurred was less.
– 6.6 Otherwise the termination of the contract is excluded.
– 7 Transport/Packaging
– 7.1 Unless otherwise agreed, the (delivery) items are always shipped at the expense and risk of the customer. In the absence of special instructions, the Agency shall determine the dispatch at its discretion without responsibility for special packaging or the cheapest and fastest route. If the customer so wishes, the delivery will be covered by transport insurance; the customer shall bear the costs incurred in this respect. The Agency shall be notified immediately of any transport damage. Any claims against the transport company or the transport insurance shall be assigned to the Client upon request. Items of the Client, which are necessary for the performance of the Agency’s services, must be delivered free domicile or to the place specified by the Agency on the agreed date. The return delivery of such parts shall be at the expense of the Client from the place of use or the Agency’s warehouse at the Client’s risk.
– 8 Property rights and copyright protection
– 8.1 All services provided by the Agent (e.g. ideas, concepts for promotion, events, roadshows, etc.), including individual parts thereof, shall remain the property of the Agent. By paying the fee, the Client acquires only the right of use for the agreed purpose. Unless otherwise agreed with the contractor, the client may only use the services of the agency himself and only for the duration of the contract. If the Agency does not receive an order after the submission of an idea concept, all services of the Agency, in particular their content, shall remain the property of the Agency. The Client shall not be entitled to continue to use them in any form whatsoever.
– 8.2 The use of services provided by the Agent that goes beyond the originally agreed purpose and scope of use shall require the consent of the Agency and the author, regardless of whether such services are protected by copyright. The Agent and the Author shall be entitled to separate, reasonable remuneration for this.
– 9 Liability / Statute of limitations
– 9.1 Liability for infringement of third party rights
Insofar as the Client provides the Agency with its own advertising materials or drafts for the implementation of the campaign, the Client shall bear the risk of the legal admissibility of the campaign as well as the advertising carried out for and in connection with it. This applies in particular in the event that the planned advertising measures violate provisions of competition law, copyright law and special advertising law. The agency expressly points out that a legal examination here is only carried out on special order at the expense of the client. The Client shall indemnify the Agency from all claims of third parties due to – actual or alleged – inadmissibility of the advertising. Under no circumstances shall the Agency be liable for the factual statements contained in the advertising about the Client’s products and services. The Client shall also fully indemnify the Agency in this respect from all claims of third parties. The Agency shall be liable for the designs developed by the Agency pursuant to § 9 number 2.
– 9.2 Liability of the Agency
Insofar as no binding agreement on liability has otherwise been made between the parties, the liability of the agency for damages caused by delay due to a slightly negligent breach of duty is excluded. Furthermore, the Agency shall not be liable for other damages based on a slightly negligent breach of duty or action, unless the breach of duty or action leads to injury to life, body or health or consists in a breach of essential contractual obligations. This also applies to the liability of the agency for vicarious agents. In any case, the Agency shall only be liable for contract-typical and foreseeable damages. A change in the burden of proof to the disadvantage of the Client is not associated with this provision.
– 9.3 Liability for materials of the Client:
All documents and objects handed over to the Agency by the Client for the purpose of fulfilling the order shall be returned to the Client by the Agency within two weeks of the final completion of the order. The Agency shall not be liable for compensation for loss of or damage to such documents or objects if the loss or damage has not been reported to the Agency within four weeks of the completion of the order and was not caused by the Agency through gross negligence or intent.
– 9.4 Limitation period
All claims of the Client which are not based on intentional or grossly negligent actions of the Agency and which are not aimed at compensation for damages due to injury to life, body or health and which are not based on a breach of essential contractual obligations shall become statute-barred after one year, beginning with the end of the year in which the claim arose and the Client became aware of the circumstances giving rise to the claim and the person of the debtor or had to become aware of them without gross negligence.
– 10 Obligation of secrecy
The client and the contractor undertake to maintain absolute secrecy about all business secrets that come to their knowledge in the course of the cooperation and to treat all information and documents relating to this confidentially. This obligation also applies beyond the end of the joint contractual relationship.
– 11 Applicable law
The contractual relationship shall be governed exclusively by German law, excluding the UN Convention on Contracts for the International Sale of Goods.
– 12 Data protection
It is pointed out that the data obtained in the course of the business relationship or in connection with these persons, regardless of whether they come from the agency itself or from third parties, will be processed in accordance with the Federal Data Protection Act. The client is advised that data will be stored within the framework of the contract processing.
– 13 Final provisions
Exclusive place of jurisdiction is Hamburg, Germany, if the client is a merchant, a legal entity under public law or a special fund under public law. These General Terms and Conditions are available in German and in the present form in English. Only the German version is authoritative. The German version is available on the website www.st-promotions.de/agb. Amendments and supplements to the General Terms and Conditions of Business and the contract must be made in writing, which shall also be deemed to have been made by fax or e-mail. This also applies to the waiver of the written form requirement.
– 14 Severability Clause
The invalidity of one or more of the above provisions shall not affect the validity of the remaining provisions. The ineffective provision shall be replaced by an effective provision that best achieves the economic purpose intended by it. The same applies to any gaps.