Generel Terms & Conditions of Business of

IHOFMANN – Communication and Consulting Agency

1.1. The following General Terms & Conditions of Business shall apply to all legal transactions between IHOFMANN, hereinafter called the Agency, and its Contracting Partner …, hereinafter called the Client. Different terms and conditions issued by the Client shall not apply.
1.2 Nor insofar as a Party employs Third Parties to execute this Contract shall these Third Parties become Contracting Partners. Unless determined expressly otherwise, this Contract shall effect no protection in favour of Third Parties.
1.3 The Agency shall supply copywriting, public-relations, film-production and multimedia services. The precise specification of the services for provision shall be set out in the project contracts, their annexes, and any specifications lists issued by the Agency.
2.1 The work of the Agency shall be based, along with the project contract and its annexes, on the Client’s briefing, which shall be an integral part of the contract. Should the briefing be given verbally, the Agency shall draw up a contact report on the content of the said briefing, which shall be supplied to the Client within 3 days following the meeting. The contact report shall be an integral part of the contract, unless the Client protests it within 2 days.
2.2 Any amendment and/or supplement to the contract and/or its component parts must be in writing. The Client must pay any additional costs incurred thereby.
2.3 Events of force majeure shall entitle the Agency to postpone the event or project for the period of the obstruction and of a reasonable start-up time.
3.1 The fee set out in the contract shall apply. Unless the contract determines otherwise, payments shall be due immediately following issue of invoice, strictly net. Should the payment deadline be exceeded, the Agency shall be entitled, without further warning, to a claim of 10% over the base rate as set out in Section 1 of the German Discount Rate Transition Act. The right to claim damages over and above this shall not be affected thereby.
3.2 The Agency shall be entitled to require payments on account. For clients outside Germany a payment on account shall be due upon confirmation of order. The subsequent splitting of the fee payments must be decided in accordance with each order. Supply and service agreements made by e-mail or issued in pursuance of the order confirmation shall likewise be binding.
3.3 Should the Client alter or break off orders, work, plans or suchlike, or alter the necessary conditions on which supply of service is based, he shall reimburse the Agency for all the costs incurred thereby and release the Agency from all liabilities towards Third Parties.
3.4 Should the Client withdraw from contract prior to start of the project, the Agency may require the following percentages of its fee as a cancellation charge: up to 6 months prior to start of order or event, 10%; from 6 to three months prior to start of order or event, 25%; from 3 months to one week prior to start of order or event, 80%; from 1 week prior to start of order or event, 100%.
3.5 All sums payable are plus statutory VAT at the rate valid from time to time.
The fees charged by IHOFMANN are based on a carefully calculated estimate, using the framework guidelines of the German Public Relations Association (DPRG) and other bodies in the communication and marketing industries. All prices exclude statutory VAT of currently 19 percent, insofar as VAT is payable.
4.1 The Agency shall be bound to its cost estimates until expiry of six weeks following their issue.
4.2 All performances supplied by the Agency, such as drafts, preliminary inspections or presentations, shall be charged by time and resources and shall be governed by the respective fee or daily-rate tables, unless another agreement has been made.
4.3 The Agency’s current daily rate is € 960.00 (based on 8 working hours a day as usual in business), plus expenses and statutory VAT; travel, overnight-accommodation and out-of-pocket expenses will be charged separately.
4.4 Work supplied prior to start of project, such as concepts, project planning etc., shall likewise be subject to charge in accordance with agreement.
4.5 Insofar as the Agency will be unable by a certain time to fulfil performances set in the order, it hereby reserves the right to pass these on to selected contracting partners. Insofar as these performances are subject to charge on the part of the Agency, a total invoice shall be issued, though no duty of information or verification shall exist for the individual items thereon.
4.6 Communication costs, such as telephone, fax, e-mail, postage (this does not apply to dispatch of press releases and other bulky printed matter) shall be subject to a flat charge amounting to 10 percent of the Agency’s fee. All other travel and transport costs connected with commissioned projects, client visits and briefing meetings, local transfer and accommodation, shall be charged as incurred and are not included in the fee. Travel arrangements: railway journeys: first class; air tickets: economy class following consultation and agreement. For journeys by car a charge will be made of € 0.50 per kilometre. The account for travel expenses, including garage, parking, hire cars, taxis and other ancillary costs, will be presented separately in accordance with vouchers and receipts.
4.6 All prices ex agency are plus statutory VAT.
5.1 In the interests of confidential collaboration, the Client shall provide the Agency with all the market, production and sales figures, and any other essential data, necessary to carry out the project, for treatment in strict confidence. In particular, the Client shall create all such necessary conditions in its sphere of operations as are required to supply the performance.
5.2 The Client shall issue commissions connected with this project to other service providers only in agreement with the Agency.
5.3 All performances and other work by the Agency proposed or forthcoming must be examined by the Client and approved within the prescribed time limit. Should approval fail to be issued in time, they shall be deemed to have been authorised. Should a submission not be possible due to immediacy of deadline, but execution be necessary, the work shall be carried out to the best of our knowledge. Risks shall be born by the Client. This shall apply also to telephone consultations or messages. In particular, the Client shall have the agency’s performances inspected prior to their use to ensure that they are legal and allowed under competition law and trademark law. The Agency shall not be liable for loss arising from lack of an inspection.
6.1 All performances supplied by the IHOFMANN Agency (e.g. ideas, concepts, campaigns etc.) shall remain the Agency’s property. The Client shall acquire for the term and to the extent of the contract the rights of use to all work produced by the Agency by way of this contract, insofar as transfer is possible under German law or in the actual circumstances (particularly for musical, film and photographic rights), for use in the territory of the Federal Republic of Germany.
6.2 The Agency shall supply an overall intellectual and creative service, over and above pure technical work.
Should the Client use the Agency’s work beyond the extent set in the contract, such as use outside the territory set in the contract (territorial extension) and/or use following the end of the contract (temporal extension) and/or in altered, expanded or converted form (extension of content) and/or through use in other advertising vehicles, the Agency may require for this a reasonable fee of a level usual in the market.
7.1 The risk that the project work as carried out is legal shall be born by the Client. This shall apply particularly in the event that advertising campaigns infringe competition law, copyright law or special legislation governing advertising. The Agency shall have a duty, however, to draw attention to legal risks, insofar as it is cognizant of these when preparing work. The Client shall release the Agency from claims by Third Parties if the Agency has acted on the explicit wish of the Client, although it informed the Client of its reservations about the permissibility of the said advertising campaigns.

7.2 Should the Agency consider it necessary that forthcoming campaigns be examined by a particularly expert person or institution to ascertain their position under competition law, the Client shall pay the costs thereof, following consultation and agreement.
7.3 In no case shall the Agency be liable for material statements about the Client’s products and services made in advertising campaigns. Nor shall the Agency be liable to ensure that the ideas, suggestions, proposals, conceptions, designs etc. supplied under the contract are suitable for patent, copyright or trademark protection or registration.
7.4 Claims for damages, in particular for delay, impossibility of performance or incomplete performance, are hereby excluded. The Agency shall be liable only for such losses as it or its vicarious agents have caused deliberately or through gross negligence. Five percent of the total fee is hereby set as the maximum sum in damages. In case of technical breakdowns, a strike or force majeure, the Client shall have no claim to damages, and no claim to arrears damages should the performance fail to be fulfilled or its delivery delayed.
7.6 The Agency’s liability shall be restricted in level to damages typical in comparable transactions of this kind which were foreseeable upon conclusion of contract or at latest upon cognizance of the breach of duty, unless the Agency is liable for intention or gross negligence on the part of its legal representatives. Liability by the Agency for consequential loss due to defect, on the legal grounds of positive breach of contract, is hereby excluded if and insofar as liability by the Agency does not arise from breach of duties essential for fulfilment of the contractual purpose.

The Agency shall have a duty to register all musical events with the German Performing Rights Society (GEMA) and to deduct the appropriate fees. GEMA fees shall be paid by the Client and for this purpose shall be included in the cost schedule, which is an integral part of the contract.
9.1 Artistes or Third Parties employed by the Agency shall be the Agency’s vicarious agents or assistants.
9.2 The Client hereby agrees in the course of the 12 months following conclusion of the project not to award any commissions, either directly or indirectly, to the staff employed by the Agency in carrying out the said project, without the collaboration of the Agency.
The Client shall ensure that no photographs or video recordings and no recordings of any kind on video and sound carriers are made for commercial purposes during the event, unless this has been expressly approved in writing by the Agency.
11.1 The Agency hereby agrees to treat in strict confidence for an unlimited period all information which it may receive by way of this commission regarding products, plans, market data, manufacturing methods, documents and suchlike, and to bind both its staff and any Third Parties of which it may avail itself likewise to a duty of absolute non-disclosure.
11.2 The Client hereby agrees that contents of this contract and performances supplied by way of this contract may be electronically stored and processed by the Agency. Both parties to the contract hereby agree not to pass on any electronically stored or other data to Third Parties.
The contract shall enter into force upon signature. It shall be concluded for the term set out in the contract. Should a contract be concluded for an indefinite term, it may be terminated by giving notice of three months to the end of a month. The right of termination without notice for good cause shall not be affected hereby. Termination must be in writing.
Should the Client breach a provision of the contract once concluded, he must pay the Agency a contractual fine in the sum of the agreed fee. Assertion of further claims for damages shall not be excluded thereby.
14.1 The Client shall not be entitled to cede his claims under this contract.
14.2 The Client may make offset or exercise a right of retention only with counterclaims which are recognised or have been successfully asserted at law.
14.3 Should individual provisions of these General Terms & Conditions of Business be partially valid, the remaining provisions shall continue to be valid. The law of the Federal Republic of Germany shall apply. The place of fulfilment and place of jurisdiction shall be Wiesbaden.