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General terms and conditions

1. general, scope of application

1.1 The following General Terms and Conditions (hereinafter referred to as GTC) are an integral part ofeverybusiness relationship.unless otherwise agreed in detail. The basis of the contract is the GuP Glanzer and Partner Advertising Agency Ltd. (hereinafter referred to as the contractor) and the customer (hereinafter referred to as the client) order confirmed Offer, which is hereinafter referred to as the “Contract Agreement”. They shall also apply to all future services or offers to clients, even if they are not separately agreed again.
1.2. The following GTC shall apply exclusively to these agreements; conflicting terms and conditions shall only apply if the Contractor expressly agrees to them in writing in advance.

2. scope of services

2.1 The type and scope of the services to be provided by the Contractor shall be determined by the respective underlying contractual agreement.
2.2. Changes to the scope of services shall be made by mutual agreement and at least in text form.
2.3. The Contractor shall not be obliged to check the documents or information as well as materials or advertising media provided by the Client for their correctness.
2.4. The Contractor shall only be responsible for checking the legal admissibility of the advertising use of the services (in particular with regard to competition, trademark and copyright law) if this has been expressly agreed. In this case, the Contractor shall be entitled, at the expense of the Customer, to call in expert third parties (e.g., the Contractor). B. lawyers) at standard market terms and conditions.
2.5. The Contractor shall submit the drafts prepared by it to the Client for review and approval prior to publication. Upon approval, the Client assumes responsibility for the correctness and legality of the designs and the service provided, unless the Contractor has assumed responsibility in writing for specific elements of the designs.

3. subcontracting, vicarious agents

3.1. The Contractor shall use only qualified personnel for the execution of the Agreement. For this purpose, it is left to the contractor to use the help of third parties (vicarious agents) for the fulfillment of the contract and the order.
3.2. For the vicarious agents he has to fulfill the obligations existing according to social, labor and tax law regulations on his own responsibility.

4. acceptance of offer, remuneration, default of payment

4.1 All orders shall be deemed to have been accepted when theyhave been released by the Client and/or confirmed by the Contractor and/or theinformation required for the order has been provided by the Client following prior submission of an offer.

4.2. Unless otherwise agreed in writing, the Contractor may charge a deposit of 25% of the total amount when the order is placed.

4.3 Any overrun of the total amount specified in the agreement shall be charged at aflat hourly rate of 115.00 euros . plus VAT calculated. The Contractor shall record the expenses incurred and may submit them to the Client if required.

4.4 Cost estimates and other documents that have become known (e.g .concepts, etc.) shall remain the property of the Contractor. These may neither be duplicated nor passed on without consent.

4.5. The agreed remuneration is to be understood as a net price in euros plus the statutory value added tax.

4.6 The agreed remuneration shall apply subject to the proviso that the order data on which it is based remain unchanged . If subsequent changes or additions to the scope of the order are made at the instigation of the customer, this shall be charged separately. Invoicing shall be in accordance with the agreed remuneration principles, or alternatively in accordance with the Contractor’s price list valid at the time of the order. This also includes the additional expenses caused by the change.

4.7. Expenses incurred for the purpose of the execution of the agreement or arising as a necessary consequence of the execution shall be reimbursed by the Client. This includes in particular travel costs, expenses, copies, etc.

4.8. The agreed remuneration is due upon creation/delivery of the service and is to be paid within 8 days at the latest without any deductions, unless otherwise agreed in writing. This shall not be precluded by the payment of advance payments by the Client. If work is delivered in parts, the corresponding partial fee shall be due in each case upon delivery of the part. If the execution of an order extends over a longer period of time, the Contractor may demand partial payments.

4.9 If the Customer fails to make payment when due, interest shall be charged on the outstanding amounts from the due date in accordance with the statutory default provisions; the right to claim higher interest and further damages in the event of default shall remain unaffected. Surcharges for administrative expenses for payment reminders and dunning runs may be added in the event of default. of the default interest shall be charged.

4.10. If the Client cancels or changes the execution of the Agreement after it has been released, it shall be obliged to compensate the Contractor for the fees and/or time spent up to that point and to reimburse the Contractor for all costs incurred, including any fees and/or commissions not paid, as well as to indemnify the Contractor against any claims by third parties, in particular by its subcontractors, which may arisen/fulfillment assistants. In the event of cancellation of the agreement after release, a minimum remuneration of 50% of the contractually agreed total remuneration shall be payable to the Contractor to paylen. If the change or termination of the work is due to a breach of duty by the Contractor or its subcontractors/performance agents, any fees and commissions lost shall not be reimbursed.

4.11. Terms for recurring and permanently commissioned projects, such as social media support or digital support services, include an automatic contract extension by 6 months at a timeto theEnd of month. Exceptions are special regulations defined in the order and recognized by both parties, which require the written form.

4.12. Offsetting against counterclaims of the customer or the retention of payments due to such claims is only permissible if the counterclaims are undisputed or have been legally established.

4.13. If the Client is in default of payment for an order that has already been invoiced, the Contractor shall beentitled tochtigt, after sending a payment reminder to initiate a reminder procedure. In each case, in addition to 9% interest on arrears above the prime rate, a processing fee of 40,- Euro due. If the amount is not received on the Contractor’s account even after receipt of the 2nd reminder, the Contractor shall retain this imagines, die Mattersnheit to a collection agency.
4.14. If another order is placed with the Contractor in the event of late payment, the Contractor shall beentitled to suspend work on this order until the outstanding amount has been paid in full.

5. cooperation obligations of the customer

5.1. The Customer shall perform all acts of cooperation necessary for the implementation of this Agreement and shall fully support the Contractor in this respect. Particularly with regard to compliance of time-bound projects, for which the cooperation of the client is indispensable for meeting certain deadlines. He shall ensure that all documents necessary for the execution of the agreement are submitted in due time and without special request and that the Contractor is informed of all events that could be of importance for the execution of the agreement. The Contractor undertakes to treat such data and information as strictly confidential.
5.2. The Contractor shall not be liable for any damage caused to the Client due to the untimely provision of documents.
5.3 The Customer shall ensure that no copyrights or other rights of third parties are infringed by the exploitation, processing or dissemination of the material or information provided by it and that the unhindered exclusive exercise of rights of use, including the onward transfer by the Contractor, is not affected.
5.4 The Contractor shall be entitled to threaten or declare termination of the Agreement after setting a reasonable deadline in the event that the Client defaults on its cooperation or acceptance of the offered service.

6. data protection and confidentiality

6.1 The Customer undertakes to keep confidential all operational and business matters (including business and trade secrets as well as know-how) ofthe Contractor, which have become known or will become known to him during the cooperation or in the initiation of such cooperation, to third parties and to do everything necessary to prevent third parties from gaining knowledge in this respect. The obligation of secrecy, within the meaning of this Agreement, shall apply to all information concerning existing and/or planned operating procedures and techniques as well as to of the contractor as well as information about and from the contractor itself.
6.2 This obligation shall apply for an unlimited period of time for the duration ofthe underlying agreement.
6.3. This refers does not apply to such information that was generally known or generally available or for which the recipient proves that it was previously known to him, became known to the public after receipt or became generally available without the recipient being responsible for it or was made available to him at any time by an authorized third party.

7. marketing for own purposes

The Contractor shall be entitled to conduct promotional and marketing activities on its own behalf as part of the performance of the Agreement. In particular, the Contractor is entitled to write press releases about the cooperation, work results or excerpts thereof for the purpose of self-promotion for an unlimited period of time and to place them on its own website and in the trade press.

8. copyrights

8.1 All services, works and other products (products etc.) and/or rights of use shall remain the property of the Contractor until full payment of all claims of the Contractor arising from the agreement with the Client. The reservation of title shall expressly apply. The scope of the transfer of rights of use shall be defined by the Contractor in each case within the scope of individual offers. Processing rights to third parties are only granted in exceptional cases in conjunction with a written agreement.
8.2. The auThe customer is allowed to use the services described in 8.1. The Supplier shall not make the aforementioned products, documents or data available to third parties, disclose them, use them itself or through third parties or reproduce them without the express consent of the Supplier. The customer shall only be entitled to resell and reuse the goods in the ordinary course of business.

9. claims for defects of the customer

9.1. In the event of material defects and defects of title, the statutory provisions shall apply unless otherwise provided below.
9.2. If a service delivered by the Contractor is defective, the Contractor shall be given two opportunities for subsequent performance within a reasonable period of time. Subsequent performance shall be effected, at the discretion of the Contractor, by remedying the defect (subsequent improvement) or by delivery of a defect-free service (new delivery).
9.3. In the event that the request to remedy the defect turns out to be unjustified, the expenses incurred as a result will be invoiced additionally.

10. other liability

10.1. Insofar as the Contractor is exclusively commissioned with the distribution of advertising material, any liability of the Contractor that is not related to the Contractor’s performance but to the advertising material shall be excluded. The Client undertakes to provide the Contractorfrom any damage caused or to be caused by such advertising material. This also includes the costs of legal defense.
10.2. The Contractor’s liability for damages towards the Client, irrespective of the legal grounds, shall be limited to cases of intent and gross negligence. With regard to the amount, the compensation for damages shall be limited to a maximum of the order volume or the agreed total remuneration for the Contractor and shall be limited to compensation for the damage that is foreseeable and typical for the type of performance.
10.3. Warranty rights shall lapse as soon as the Customer modifies the Contractor’s work results on its own initiative, irrespective of the extent to which such modifications take place or have taken place, unless the Customer proves that the modifications made had no influence on the defect giving rise to the damage.aben. For example, translation into another programming language is also considered a modification.
10.4 The Contractor shall be liable to the Customer for events causing damage which occurred on transmission paths of the network operator or which are based on non-accessibility of web portals only to the same extent as the operator of the networks or the portal isliable to the Contractor within the scope of theunderlying regulations.
10.5. Operational disruptions, in particular in the event of strikes, official orders, failure of communication networks and gateways of other operators, disruptions in the area of the telephone network or other technical failures that are not within the Contractor’s sphere of influence, as well as in all other cases of force majeure, shall not entitle the Contractor to terminate the contractual relationship and shall lead to also not to the delay in delivery. The principles regarding the discontinuation of the basis of the contract shall remain unaffected.
10.6. The Client’s claims for damages shall become time-barred no later than two years after knowledge of the damage and the circumstances from which his claim arises, but without such knowledge no later than three years from the time of the damaging event. In the case of services under a contract for work and services, this period shall run from the date of acceptance. Excluded from this are damages resulting from tortious acts and fraudulent misrepresentation.
10.7. The limitations of liability resulting from clauses 10.1 to 10.5 shall apply to the same extent in favor of the organs, legal representatives, employees and subcontractors/ vicarious agents of the Contractor.

11. final provisions

11.1. Should individual provisions of these GTC be invalid, the remaining provisions shall remain unaffected. In this case, the contracting parties shall replace the invalid provisions by mutual agreement with valid provisions that come as close as possible to the meaning and purpose of the contract. The GTC and underlying contracts/orders are exclusively subject to German law.
11.2. The exclusive place of jurisdiction for all legal disputes arising from the agreement between the Contractor and the Client shall be Stuttgart.
11.3. Additions and amendments to the agreements made, including these General Terms and Conditions, must be made in writing to be effective. Transmission by telefax shall be sufficient to comply with the written form requirement; otherwise, transmission by telecommunication, in particular by e-mail, shall not be sufficient.

Current status: Stuttgart, 01. August 2019