Terms of service

1. The terms and conditions of the advertising agency shall apply exclusively. Any terms and conditions of the client that contradict or deviate from the agency's terms and conditions will not be recognized, unless the agency explicitly agrees to their validity in writing. The agency's terms and conditions shall also apply if the agency executes the delivery to the client without reservation despite being aware of any conflicting or deviating conditions of the client.

2. All agreements made between the agency and the client regarding the execution of this contract shall be recorded in writing within this contract.

The advertising agency undertakes to treat with care and keep confidential all business secrets that come to its knowledge during the collaboration with the client. This obligation of care and confidentiality extends beyond the termination of the contract. The advertising agency shall not be liable for any damages caused by third parties or deliberate industrial espionage.

1. The agency transfers all copyright usage rights related to the works created by the agency to the client within the scope of the contract's purpose. The spatial, temporal, and content-related scope of the usage rights, as well as the granted type of usage, are determined based on the contract's purpose.

2. Usage rights to works that have not been paid for at the termination of the contract and, in the case of commission-based billing, not yet published, shall remain with the agency, unless otherwise agreed upon.

3. In the event of misuse, such as the unauthorized transfer of the work to third parties, misuse of the work's intended purpose, reprinting, multiple placements, or utilization beyond the purpose invoiced, the agency is entitled to request additional fees.

4. The advertiser is not permitted to use the proposals submitted by the agency during the proposal stage, regardless of whether they are protected by copyright or not. This also applies to the use of proposals in modified form or by third parties.

1. The development of conceptual and design proposals by the agency for the purpose of entering into a contract with the advertiser is, unless otherwise agreed, subject to payment of the agreed-upon fee (presentation fee) by the client.

2. All works presented by the agency during the presentation remain the property of the agency, even if a presentation fee is charged.

1. Unless otherwise stated in the order confirmation, prices are quoted ex-works (from the advertising agency). Shipping costs and packaging expenses are borne by the client.

2. The prices stated do not include statutory value-added tax, which will be separately indicated on the invoice at the applicable rate on the day of invoicing.

3. The deduction of any cash discount requires a separate written agreement.

4. The agency's fee, including any incurred expenses, plus value-added tax, is due for payment in full upon invoicing. Invoices for advertising materials and advertisements are payable net immediately upon transmission by the advertising agency to the advertiser. In the event of payment exceeding the payment term, default interest of 5% above the respective reference interest rate of the European Central Bank will be charged. The agency expressly reserves the right to claim further damages caused by the delay.

5. Unless otherwise stated in the order confirmation, fee invoices are payable net (without deduction) immediately upon receipt. In the event of payment default, the advertising agency is entitled to charge default interest at a rate of 5% above the respective reference interest rate of the European Central Bank. If the advertising agency can demonstrate a higher default damage, it is entitled to claim this amount. However, the client has the right to prove that no damage or significantly less damage has occurred to the advertising agency as a result of the payment delay. For long-term projects, the advertising agency is entitled to invoice its work every four weeks. If the completion of an order is delayed for reasons that are not attributable to the advertising agency, and the delay exceeds three weeks, the agency is entitled to demand payment for the work performed up to that point. For new business relationships, an advance payment of up to 50% of the total invoice amount may be requested. This payment is due immediately; otherwise, the advertising agency is entitled to withdraw from the order. In case of non-cash payment, the day of receipt shall be considered the day when the credit advice from the banking institution is received. Payment by bill of exchange requires prior agreement.

6. The client is entitled to set-off only if its counterclaims are legally established, undisputed, or acknowledged by the advertising agency. The client is also only entitled to exercise a right of retention to the extent that the counterclaim arises from the same contractual relationship.

1. The start of the delivery time indicated by the advertising agency is contingent upon the clarification of all technical matters.

2. In the event that the advertising agency is in default due to reasons for which it is responsible, liability for damages in cases of ordinary negligence is excluded.

3. The advertising agency cannot be held liable for delays in the delivery date caused by its suppliers, nor for any loss of profit resulting from such delivery delays. Delays in delivery due to force majeure do not entitle the client to withdraw from the contract or hold the advertising agency responsible for any damages incurred.

4. The liability limitations stated in paragraph 2 do not apply if a fixed-date transaction has been agreed upon. The same applies if the client can demonstrate, due to the delay caused by the advertising agency, that its interest in the fulfillment of the contract has ceased to exist.

5. The advertising agency's compliance with its delivery obligation is conditional upon the timely and proper fulfillment of the client's obligations. If circumstances become known to the advertising agency after the contract has been concluded or during the completion process, which cast doubt on the client's ability to fulfill its obligations in a timely manner, the agency is entitled to partially or completely withdraw from the contract or to demand immediate payment in cash before completion of the work for any outstanding services. Any remaining outstanding invoices become due immediately and in a lump sum.

6. In the event that the client is in default of acceptance or violates other obligations to cooperate, the advertising agency is entitled to demand compensation for the damages incurred, including any additional expenses. In such a case, the risk of accidental loss or deterioration of the contractual object transfers to the client at the time it defaults on acceptance.

1. The client's warranty rights require the client to fulfill its obligations to inspect and report defects in accordance with §§ 377, 378 of the German Commercial Code (HGB).

2. If a defect for which the advertising agency is responsible is present in the delivered goods, the agency is entitled, at its discretion, to remedy the defect or make a replacement delivery. In the case of rectification, the agency is obliged to bear all necessary expenses for the purpose of rectifying the defect, in particular, transport, travel, labor, and material costs, provided that these do not increase because the purchased item was moved to a location other than the place of performance.

3. However, the agency's liability for third-party negligence is limited to the extent that value reductions or compensation can be enforced according to the general terms and conditions of the graphic industry, radio and television broadcasters, and other media. In cases of orally transmitted media orders, the agency assumes no liability for errors or mistakes that do not relieve the client of their payment obligation. If a media provider refuses to accept a media order for reasons stated in the media's general terms and conditions, the agency shall not be liable for this.

4. The agency receives a commission for media orders within the framework of media campaigns. The agency agrees to invoice media orders at the original media price. In cases where the contracted media charges different rates to the agency and the direct client, a separate agreement will be made regarding the remuneration for the agency's intermediary services if the client wishes to be billed at the lower direct price.

5. Unless otherwise agreed in the contract, invoices for intermediary services rendered must be paid net within 7 days from the invoice date. A cash discount deduction is only possible for advance payment and in the amount specified in the general terms and conditions of the contracted media. Upon request, the agency will provide its clients with information about the amount of the cash discount for advance payment. In case of payment default by the client, the agency is entitled to suspend its intermediary services for ongoing orders without prior notice 14 weeks after the invoice date, as well as to cancel scheduled but not yet published advertisements. The agency shall not be liable for any resulting damages from such actions.

1. The agency retains ownership of the subject matter of the contract until full receipt of all payments from the contractual relationship with the client. In the event of the client's breach of contract, particularly in case of payment default, the agency is entitled to reclaim the subject matter of the contract. The agency's reclamation of the subject matter does not constitute a withdrawal from the contract unless expressly stated in writing.

2. The agency undertakes to release the securities to which it is entitled upon request by the client insofar as the value of the securities exceeds the secured claims by more than 20%; the selection of the securities to be released is at the discretion of the agency.

3. The client is entitled to use the subject matter of the contract in the ordinary course of business. However, the client is not authorized to pledge, transfer ownership for security, or resell the subject matter without the consent of the agency.

Unless otherwise stated in the order confirmation, delivery is agreed to be ex-works from the advertising agency.

1. By accepting the order, the advertising agency does not guarantee the legality of statements made in the advertising message in terms of competition law. This especially applies to text statements and images that were requested, influenced, or approved by the client themselves. If the advertising agency has doubts about the legality, it suggests a legal examination, the costs of which shall be borne by the client.

2. Unless otherwise agreed, the agency does not assume any guarantee for the registrability and protectability of drafts.

3. The advertiser agrees to inform the agency in a timely manner about the nature, scope, and timing of the requested services and to provide all necessary information and documents needed for the proper execution of the order, provided that they are available to the advertiser and free of charge. The advertiser agrees to provide the agency with templates, such as photos, models, or other working documents, that have been approved for publication or reproduction.

4. In the case of ongoing business relationships, the agency agrees to carefully store the photos and similar materials provided by the client. However, the agency is entitled to destroy them without further inquiry after 3 years, unless the client requests their return within this period. If the client wishes to insure the materials provided by them or materials ordered or prepared by the agency on their behalf against fire, water, theft, or other risks, the client shall arrange for the insurance themselves. The agency shall handle the stored items with the usual necessary care.

5. The agency is entitled to sign the advertising materials it creates with its company name and to reference the client's account in its own advertising.

6. The invalidity of individual provisions of these general terms and conditions does not affect the validity of the remaining provisions. In place of the invalid clause, a valid clause shall be deemed agreed upon that comes as close as possible to achieving the commercial purpose of the invalid clause.

1. The place of service and jurisdiction is Munich; however, the advertising agency is also entitled to sue the client at their place of residence court.

2. Only German law applies to the order, its execution, and any resulting claims.