General Terms and Conditions
1. Subject of the Agreement
As a full-service agency for field marketing, SERVICE-TEAM-PROMOTIONS oHg (hereinafter „ST-PROMOTIONS“) primarily provides services in the area of below-the-line marketing. ST-PROMOTIONS has the requisite experience, expertise and contacts as well as access to a pool of suitable field agents, a professional infrastructure and a network of partners and suppliers to ensure the positioning and marketing of various products and services.
These General Terms and Conditions are based on German law and govern all relationships between ST-PROMOTIONS and its customers. Any provisions deviating from these General Terms and Conditions must be agreed in writing. In the event of these General Terms and Conditions conflicting with the terms of a customer entering into a business relationship with ST-PROMOTIONS, the General Terms and Conditions of ST-PROMOTIONS shall prevail, even where ST-PROMOTIONS does not explicitly object to the customer’s terms.
3. Exclusion of competition
Exclusion of competition only applies if agreed in writing.
4. Deputising / Third-party services
ST-PROMOTIONS may bring in third parties for the performance of the Agreement. Where ST-PROMOTIONS acts on behalf of and for the account of the customer, ST-PROMOTIONS shall only be liable with respect to the careful selection and instruction of third parties.
5. Execution of the order
ST-PROMOTIONS shall execute the customer’s order in accordance with the agreed order requirements. If any services other than those agreed become necessary during the performance of the Agreement, this must be discussed with ST-PROMOTIONS in advance. When or before executing an order, ST-PROMOTIONS may delegate said execution to persons other than those originally agreed for important reasons, of which the customer must be notified. ST-PROMOTIONS reserves the right to not execute the order for important reasons (such as imminent default or insolvency of the customer) or if payment is not received as agreed. This shall not release the customer from its obligation to pay.
6. Compensation and budget guarantee
Compensation of services provided by ST-PROMOTIONS shall be calculated by way of definition of a budget or on a cost-incurred basis. The customer shall be informed of the applicable rates (hourly and/or daily rates). All costs and fees calculated, offered or projected by ST-PROMOTIONS are stated excluding statutory value added tax and excluding any other duties or fees. ST-PROMOTIONS guarantees it will comply with the budget agreed on signature of the Agreement. Within the scope of the agreed order, all amounts exceeding the budget and all extra costs shall be borne by ST-PROMOTIONS, provided the customer was not informed prior to the budget being exceeded and the customer did not approve such exceeding of the budget. Any change to the order regarding its content or scope requires the definition of a new budget and approval thereof by the customer.
Services for a budget of up to € 1,000 are billed to the customer after completion of the project. The customer must pay this bill within thirty days of receiving it either in cash or by bank transfer. Services for a budget of more than € 1,000 require an advance partial payment (usually for 75% of the budgeted amount) billed to the customer upon confirmation of the order. The customer must pay this bill within ten days, but no later than the date of the start of the project. ST-PROMOTIONS reserve the right to request advance partial payment for budgets smaller than the amount stated above. Upon conclusion of the project, ST-PROMOTIONS draws up a final bill for the entire project costs less the advance partial payments made. The final bill must be paid within thirty days of receiving it either in cash or by bank transfer. Any advance partial payments made for annual budgets and within the scope of framework agreements are deducted and offset at the end of the campaign or at the end of the calendar year. The customer may only offset uncontested counterclaims or those established with legal force.
8. Cancellation of an order / Annulment of confirmed orders
In the event that an order is annulled or its scope materially reduced before completion pursuant to the agreement, the customer must compensate ST-PROMOTIONS for all services provided and for the efforts and costs incurred. If booked personnel is cancelled by the customer more than 15 days before the start of the project, 50 per cent of personnel costs must be paid. If it is cancelled less than 15 days before the start of the project, 100 per cent of the agreed personnel costs must be paid. The field agents booked are at the service of the customer during the times stated in the confirmation of assignment and may to a reasonable extent be sent to other locations or required to perform other activities.
9. Intellectual property / Copyrights and rights of use
The customer and ST-PROMOTIONS shall have the right to make full use of all documentation, including photo and video material, recorded during the campaign for marketing and presentation purposes. This may include registered brands and products owned by the customer. The customer explicitly acknowledges the intellectual property of ST-PROMOTIONS, in particular the copyright to all proposals and ideas expressed as part of presentations and concepts. The customer may not make use of this intellectual property beyond the termination of the contractual relationship without written consent on the part of ST-PROMOTIONS. In the event of unlawful use, the customer shall owe ST-PROMOTIONS a contractual penalty of € 10,000 per breach. The right to demand compensation for any further damage or loss incurred shall remain reserved. Payment of a contractual penalty shall not affect the prohibition of unlawful use. ST-PROMOTIONS may only be obliged to hand over documents and data relating to the work if the transfer of related copyrights to the customer is compensated or was agreed in advance. The documents and data contributed by the customer must be provided to it on request at any time.
ST-PROMOTIONS shall act as an agent for the customer and shall act in the interests of the customer to the best of its knowledge and belief. ST-PROMOTIONS and its customers undertake to treat as confidential all sensitive information and documents acquired within the scope of the business relationship. Wherever possible, sensitive data shall be marked as such in written correspondence. Advertising material created by ST-PROMOTIONS and approved for public use is not deemed to constitute sensitive information. The duty of confidentiality shall apply for the duration of a single order as well as for the five years following completion of said order.For reasons of data protection, ST-PROMOTIONS discloses no personal information relating to its field agents to the customer.
11. Notification of defects and warranty
Where ST-PROMOTIONS has concluded work agreements on the creation of a concept or creative design work with the customer, any notification of a defect or other complaints due to obvious defects must be submitted immediately, but at the latest within a preclusive period of seven days after having received the work or parts thereof, at the same time as handing over the items in question. The same shall apply to hidden defects, on the understanding that the preclusive period of seven days begins with the discovery of the defect. In any case, the warranty ends one year after delivery. Features of artistic works subject to subjective assessment, such as colours or size, may not be the object of a notification of defects, provided the customer did not issue specific instructions on the matter in question. The standard industry tolerance limits apply for variations in colour and size due to the material(s) used. ST-PROMOTIONS accept no warranty of title for documents and materials provided to it by the customer or third parties acting on the customer’s behalf. In the event of notice of a defect, ST-PROMOTIONS shall be granted the preferential right to rectify the defect or deliver a replacement. If rectification of the defect or delivery of a replacement is not possible within a reasonable time period or is unsuccessful and the defect in question is material, the customer shall have the right to choose between reducing the compensation or revoking the agreement. If the customer itself or a third party on the customer’s behalf makes any changes to or undertakes any repair works on the goods delivered without prior consent on the part of ST-PROMOTIONS, ST-PROMOTIONS‘ liability for defects expires. ST-PROMOTIONS shall accept no liability for third-party services for which it merely acted as intermediary in the procurement thereof.
ST-PROMOTIONS shall be liable for the loss of, damage to or deletion of material and documents made available to it by the customer for the purpose of a promotion assignment or provided to it by the customer for storage only if caused wilfully or by gross negligence. Liability insurance cover for up to € 2,000,000 has been taken out for such loss, damage or deletion, as well as for other third-party damage caused by an employee of ST-PROMOTIONS (including field agents) in the performance of an assignment for the project. Should ST-PROMOTIONS become unable to provide the service through its own fault, the customer may claim damages. Damages shall be limited to the amount of the compensation for the part of the service ST-PROMOTIONS has become unable to deliver through its own fault. Other and further claims for damages on the part of the customer are excluded for cases of late delivery or non-performance, particularly if arising from force majeure, sickness, strikes or lock-outs. This shall not apply where liability is assumed for intent or gross negligence. Any further liability on any legal grounds whatsoever, including for ordinary negligence, is excluded. This shall apply both in the case of fault lying with ST-PROMOTIONS or its executive organs and of fault lying with its agents (including field agents).
13. Place of jurisdiction and applicable law
The place of jurisdiction for all disputes arising from the business relationship with ST-PROMOTIONS is Hamburg. ST-PROMOTIONS may, however, also take legal action against the customer at the place of the customer’s registered office or residence. All disputes arising from the business relationship with ST-PROMOTIONS are governed exclusively by German law, to the exclusion of its rules on conflicts of law as well as all international agreements (e.g.UN Sales Convention).
14. Severability clause
Should any provision of these General Terms and Conditions or any provision under any other agreement between ST-PROMOTIONS and the customer be or become invalid, the remaining provisions and agreements shall continue to remain in full force and effect. The parties must replace any invalid or unenforceable provision by one that is valid or enforceable and that corresponds as closely as possible to the purpose of the invalid or unenforceable provision
Download: General Terms and Conditions