Terms and conditions of Contigo Werbeagentur GmbH & Co. KG
1. Gegenstand des Vertrages
The following Terms and Conditions are valid for all legal transactions of Contigo GmbH & Co. KG (‚Contigo‘) and its contracting parties (‚customer‘). Deviations from these Terms and Conditions by the customer must be submitted in writing and require a separate consent of Contigo.
All agreements between Contigo and the customer to fulfill a contract have to be in writing. Changes, supplements and ancillary agreements require to be in writing in order to be of effectiveness.
These Terms and Conditions are valid to all future business relations with customers, even if Contigo doesn’t refer to them expressly.
Contigo provides services in the fields of marketing consulting, full-service ad agency, business consultancy and advice on business start-ups.
2. Components and changes of the contract
The briefing, which has to be addressed at Contigo by the customer is, besides the project contract and enclosures, the foundation and part of contract. If the briefing is verbal or by telephone, Contigo writes a re-briefing, which is handed over to the customer within 5 workdays after the briefing. This re-briefing becomes a binding part of the contract, if the customer doesn’t contradict the re-briefing within 5 workdays.
All changes and/or supplements of the contract and/or of its parts have to be in writing. Additional costs shall be borne by the customer.
Force majeure events entitle Contigo to postpone the project of the customer for the duration of the obstruction and a commensurate start-up time. A claim for damages from the customer due to Contigo doesn’t result from this. This is also valid if the customer can’t keep important appointments and/or events don’t occur.
3. Copyright law and usufructuary right
The customer acquires, with complete payment of the agreed fee for the contractually agreed duration and the contractually agreed extend, the right of usage for all work which was performed by Contigo within the scope of the assignment. The transfer of the usufructuary right is valid to the extend possible transfer under German law and is valid for the agreed usage in the area of the Federal Republic of Germany. The usage in extended areas requires a written agreement in the scope of the assignment or a separate written subsidiary agreement. Usufructuary rights on work, that is not payed after termination of the contract, remain subject to other agreements at Contigo. After the termination of the contract, the usufructuary rights remain at Contigo, unless another form of the usufructuary right is agreed on explicitly in another separate contract.
The generated performances in the scope of the assignment are personal intellectual creations which are protected by the copyright law and remain at the agency. This agreement is contractual, even if the required level of creativity, in the scope of the copyright law, is not achieved.
Contigo is allowed to sign and publish the developed advertising media in a way that is customary and may use the contracted project for self-promotion. The signing and advertising usage can be excluded by a corresponding agreement.
The created work shall not be changed in original or in reproduction through the customer or a through the customer hired thrid party. All imitations, even of parts of the created work, are inadmissible. In case of contraventions Contigo is entitled to an additional fee which is at least 2.5 times higher than the originally agreed fee.
The transfer of given usufructuary rights to third parties and/or multiple use are, if not agreed on in the first contract, subject to a fee and require consent by Contigo.
Contigo has a right to be informed on the range of utilization.
The agreed fee set in the contract is valid. Payments are due within 7 days after billing, if nothing else is contracted, without any deductions. By exceeding the payment date, Contigo is entitled to an interest for default in the height of 10% over the base lending rate according to §1 of the discount rate transition act. Assertion of rights of exceeding damage is not affected by this ruling.
If the work to provide the services that were agreed on, stretches over a long period of time, Contigo may invoice the customer for partial payment for the parts of the services, that has already been provided. These parts of the services do not necessarily have to be in a form the customer is able to make use of and can be a solely basis for Contigo.
If changes or cancellation of contracts, works or such occur through the customer and/or the preconditions for providing the services change, all costs that result Contigo from this are reimbursed and Contigo is freed by any obligations by third parties.
If a customer backs up from a contract before the project starts, the agency invoices the customer the following percentages of the initially contracted fee as reversal fee: up to four weeks before the start of the project 20%, from four weeks to two weeks before the start of the project 25%, from two weeks before the start of the project 30%.
All given prices in offers and contracts and the resulting payable amounts are understood to be exclusive of the statutory value added tax in accordance to the current legal amount.
5. Additional service
Unforeseeable additional expenditure requires a mutual agreement and, if necessary, additional payments.
6. Duty of secrecy
Contigo is obliged to treat all knowledge that comes with a contract from the customer non expiring and unrestrictedly confidential and to oblige the employees, as well as involved third parties, in the same manner to absolute silence.
7. Obligations of the customer
The customer provides all data and documents that are necessary for the realization of the project to Contigo, free of charge. All sources required for work are treated with care and are protected from access of third parties. They are solely used for preparation of the prevailing assignment and are returned to the customer after the termination of the contract.
The customer will give corresponding tasks of a project to other service providers only after consultation and with the consent of Contigo.
8. Warranty and liability
The risk of legal admissibility of the provided measures by Contigo is geared by the customer. This applies especially for the case that the actions and measures contravene the competition law, the copyright law and special advertising laws. Contigo is obliged to point out legal risks, if Contigo is aware of it during the task. The customer frees the agency from claims of third parties if Contigo acted on explicit wish of the customer, even though they expressed their concerns about the lawfulness of the measures. The expression of such concerns by Contigo has to occur immediately after breaking in writing to the customer. If Contigo considers a lawful check through an especially well informed person or an institution as necessary, the customer bears the costs for this after Contigo made an agreement with the customer.
Under no circumstances is Contigo liable for statements of facts on products and services contained in the advertising measures of the customer. Futhermore, Contigo is not liable to ensure that ideas, suggestions, proposals, concepts and drafts supplied under the contract are suitable for patents, copyright and trademark protection or registration.
Contigo is liable for damages that were caused intentionally or by grossly negligently actions. The liability of Contigo is limited by the one-time gain, which results from the corresponding assignment. The liability for consequential harm caused by a defect is excluded by the legal basis of positive breach of contract, if and in the measures, the liability of Contigo is not given due to an infringement of the essential duties to fulfill the purpose of the contract.
9. Exploitation company
The customer obliges to pay possible fees to exploitation companies such as GEMA. If these fees are payed in advance by Contigo, the customer obliges to reimburse the expenses against provided proof. This can also occur after termination of the contract.
10. Services by third parties
Freelancer who are hired by Contigo or other third parties are vicarious agents. The customer is obliged to not hire these vicarious agents within 12 month after termination of the contract, either directly, nor indirectly.
11. Working documents and electronic data
All working documents, electronic data and recordings which are created during the order processing, remain at Contigo. The issuing of these documents and data can not be demanded by the customer. With the payment of the contracted fee, Contigo owes the contracted service, not the interim steps, like scribbles, drafts, production data etc., which lead to the result.
12. Media planning and media performing
Contracted projects in the field of media planning, Contigo runs in the best of knowledge and belief on the basis of accessible data of the media and the generally accessible market research data.
13. Contracual duration, cancellation period
With the signing of the contract it comes into force. In the contract it is agreed on the duration of the contract. If the contract is agreed on for an indefinite period, it can be cancelled with a period of three month from both sides at the end of a month. The law on instant dismissals in case of good reasons is not affected by this. A cancellation requires to be in writing.
If there are any disputes which come up during or after termination of the contract in the scope of the contracted project, before institution of legal proceedings, an extrajudicial mediation procedure has to be completed. If there are disputes on the matter of quality assessments or on the matter of the height of the fee, external expert opinions are obtained to reach an extrajudicial agreement if possible. The costs for this procedure are shared in equal parts.
15. Final provision
The customer has no right to transfer claims of the contract.
A charging or the assertion of a right of retention by the customer is solely admitted in connection with recognized or legally binding counter-claims.
The law of the Federal Republic of Germany applies. Place of delivery and place of jurisdiction is Montabaur, Germany.
If individual provisions of this terms and conditions are fully of partially void or loose its legal validity at a later point, the legal validity of all other stipulations do not become void. Instead of the void provision there shall be a suitably ruling, which is economically the closest from what both contract parties would have wanted, if they were aware of the voidness of this provision.