Generel Terms & Conditions of Business of
IHOFMANN – Communication and Consulting Agency
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.
2.2 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.
3.2 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.
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.
5.2 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.
6.2 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.
7.2 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.
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.
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.
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.