1. The object of the following general terms and conditions (GTC) are services and/or work tasks in the area of public relations. The details of the services and the works result from the concepts created by the Agency, the offer, the campaign suggestions or the individual orders.
2. These GTC are a substantial part of each final contract, in so far as details to the contrary are not agreed upon.
3. The Client’s contradictory general terms and conditions, as well as changes or addendums to these GTC are only valid when and insofar as they are acknowledged by the Agency in writing. This also applies when the Client’s general terms and conditions/ and or delivery conditions are not expressly contradicted.
4. It is pointed out to the Client that the Agency is a member of the Gesellschaft Public Relations Agenturen (GPRA) and as a basic principle works according to the statutes of this trade association, in particular according to the principles of the ICCO STOCKHOLM CHARTA and of the CODE D’ATHENE. These statues are to be found on the Internet (www.pr-guide.de) and will be sent upon request.
The development of conceptual and creative suggestions by the Agency as well as their presentation are made against payment of a presentation fee.
1. Unless express agreements are made to the contrary, the Agency will be compensated based on the hourly rates for the agency for actual hours involved. The calculation corresponds to the fees recommended by the GPRA.
2. Cost estimates and calculations are not binding; overruns of the current calculations or the cost estimates by more than 20% will be notified to the Client.
3. Outside and additional expenses, such as costs for the hiring of photographers, stylists, musicians, etc., as well as telephone, fax, courier, travel expenses, etc. are to be compensated for separately upon the presentation of proof documents, when and insofar as no other agreements are made.
1. The loyalty commitment to the Client obliges the Agency to provide an objective consultation oriented towards the Client’s targets as well as providing an appropriate selection of third-party companies, e.g. production procedures. If the Client does not reserve an express right to a say in the matter, then the selection of a third party takes place in consideration of the principle of a balanced relationship between affordability and optimum success for the Client. The Agency reserves the right to agree with third parties commissioned on standard-market commissions to be taken over by the Client.
2. The Agency is obligated to treat all professional secrets which it becomes aware of in this cooperative relationship as confidential.
1. All rights to preliminary work such as drafts and designs as well as the other results from the Agency’s work, particularly proprietary rights of usage and ownership also remain with the Agency after the results of the work are delivered, insofar as they are not expressly assigned in writing.
2. In publications, the Agency is designated as the author in the usual way. When publications are made by the Agency, the latter is entitled to omit the designation of the photographer/ designer. The Client is obligated to make corresponding agreements with the photographers/ designers which it assigns.
3. In the event of an assignment of rights, the extent of this assignment depends exclusively on the contractual agreements and/or the contractual purpose. The rights are not assigned to the Client until payment is made in full for the sales order.
4. Ownership of the Agency’s work results is not assigned until full payment of the order by the Client.
1. The Agency commits to provide a written call report within five working days on each discussion with the Client and submit it immediately to the Client. The content of this call report is binding for the contracting parties, in so far as the Client does not make an objection in writing within one week after receipt. A complaint to the agency is determining for the adherence to this time period.
2. The Client affirms that the contact persons which it designates to the Agency are authorized to sign the release of budgets, cost estimates, texts, and other agreements. Each restriction to the authorization to sign must be communicated to the Agency by the Client in a timely fashion in writing.
1. The prices agreed upon will be plus the legal valid rate of value added tax.
2. Invoices are payable immediately upon receipt without deductions. After 14 days after the receipt of invoice have expired, interest will be computed at a rate of 8% above the basis interest rate.
3. The Client can only set off the Agency’s requirements due to its own claims in so far as its claims are undisputed or determined as valid. It can exercise a right of lien only if its counterclaim is based on the same contractual relationship.
1. For light breaches of obligation due to negligence, the Agency’s liability is limited to the direct losses foreseeable and typical to this type of contract. This also applies to breaches of obligation due to slight negligence by the Agency’s representatives or vicarious assistants. The Agency is not liable to contractors for light breaches of obligation due to negligence for minor contract obligations.
The above liability limitations do not apply for damages to life, limb, or the health of the Client or its employees which are based on a breach of duties, tortious act, or absolute liability of the Agency, its representatives, or assistants, if and insofar as they can be attributed to the Agency.
2. The verification of legal questions, in particular those related to author, competition, and trademark law is not the Agency’s task. In the absence of an agreement that expresses anything to the contrary, the Agency is therefore not responsible for the legal validity of contents and/or the design of the work results. The same applies for a liability for defects which result from documents provided by the Client. If the assumption of liability by the Agency is agreed upon, the Agency’s liability is in accordance with Number VIII 1.
3. Claims for damages made by the client because of a breach of obligation fall under the statute of limitations after one year following the supply of the work/ contribution of the service, in so far as the Agency can be accused of no deception.
4. A change in the burden of proof which is to the Client’s disadvantage is not connected with the above regulations.
5. If a claim is made against the Agency by a third party because of the design and/or the content of the results of the work for neglect or damages, etc., then the Client exempts the Agency from liability if the claim is not based on a breach of obligation made by the Agency within the context of its liabilities according to the content of the contract.
6. The documents are sent at the Client’s risk. This also applies even if these are sent within the same place or by employees and/or vehicles from the Agency. The Agency is entitled, but not obligated, to insure deliveries in the name of and at the cost of the Client.
1. Place of fulfilment for supply and payment is Stuttgart, Germany. The area of jurisdiction for all disputes between the contracting parties is Stuttgart, Germany, insofar as the Client is a merchant, legal entity of the public right, or a public law entity with special assets. The Agency, however, has the right to sue the Client in another area of jurisdiction which is valid for it. The area of jurisdiction also applies to those other than the persons designated, in so far as the Client does not have a general national area of jurisdiction, if it immediately moves its domicile/ head office after the conclusion of the contract out of its home country, or if its domicile/ head office or usual habitation is not known at the time that the claim is lodged.
2. The ineffectiveness of individual conditions does not affect the effectiveness of these general terms and conditions in any other respects. An ineffective clause has to be replaced in a supplementary interpretation by a regulation which approximates its purpose as closely as possible.
3. Unless agreements are made to the contrary, German law is applicable, even in the context of contractual relations with foreign clients, with the exception of CISG.
Stuttgart, July 2nd 2007