Section 1 General

a) Our services are solely provided at the terms listed below; they apply to business relationships with companies in terms of Section 14 BGB (German Civil Code). These terms also apply to all future services, even if the terms are not expressly agreed to at that time. Client business and delivery terms are only valid if we have agreed to them in writing for a particular contract. Agreements which serve to amend these terms only become valid upon our written confirmation. Verbal side agreements shall only be valid with our written confirmation.

b) German law applies. German shall also be the contract language.

c) An order that has been placed in writing or verbally is deemed accepted unless we have declined the order in writing within 14 days of the order placement date.

Section 2 Subject of the contract

a) During the course of performing our services – drafting of concepts, graphics solutions and design and implementation – we may involve suitable third parties for the implementation of our basic services at our discretion. In the event that we obtain offers for external services in line with the production process, but the Client decides to award the order to another party, we are entitled to apply charges for the time and costs required to obtain the offers at EUR 95.00 per hour plus statutory VAT.

b) We shall not assume any liability with regard to the Client for orders placed by us on the Client's name and account. To this extent, we shall merely perform a brokerage function.

c) Where we have been commissioned to prepare a presentation, the Client hereby acknowledges that the preparation of a conceptualisation must be remunerated accordingly. Where a fee has not been arranged, an hourly rate of EUR 95.00 shall apply (plus statutory VAT). In no case shall we be expected to work on a non-binding basis free of charge, including situations where submitted drafts or consultancy services are not subsequently used.

d) The Client commits to inform us about the type, scope and sequence of required services in a timely manner and, where available, provide us with all information and documentation required for the proper implementation of the order in a timely manner and at no extra cost. The Client also commits to only provide us with templates such as photos, models or other working documents that have been released for publication or reproduction. In the event that we utilise documents subject to third-party special rights (such as copyrights or trademarks) at the Client's request, or such use is a breach of competition with regard to the third parties, the Client hereby releases us from any third-party claims due to unauthorised use or breach of competition, and shall reimburse us any resulting damages, particularly costs related to reasonable legal prosecution.

Section 3 Price

a) In the event the fee for our services has not been arranged by way of a written offer, the fee shall be based on the required work volume at an hourly rate of EUR 95.00 plus statutory VAT.

b) Our fee includes services related to advertising preparation, planning and design. Items such as advertising text, materials, fair draughting and digital preparations, translations, travel costs, out-of-pocket expenses, organisational and procurement costs, transfers of rights of use and technical costs such as typesetting, interim recordings, photos, prints, tool costs and the production of advertising materials, services of special companies involved in the project (market research etc.), will be invoiced separately based on cost.

c) We are entitled to request payment of a reasonable instalment, which is based on the proportion of services provided and the entire scope of contractually owed services.

d) Our claim to payment of our fee shall not be affected if a design that has been prepared by us and has been approved by the Client is not implemented for reasons that are not attributable to us.

e) Our procurement, organisation and monitoring costs are carried either by the supplier (commissions) or by us (billed to the Client less all discounts and commissions plus "service fee").

Section 4 Rights and copyrights

a) Rights of use and other rights for suggestions that are submitted shall only be transferred to the Client at the scope resulting from the initial task; otherwise these rights must be set out separately.

b) We shall only assume guarantees for the ability to register and protect designs following a special agreement.

c) An unlimited right of use as regards time and space shall be granted for all conceptual and creative works (text, graphics, photo, film).

d) Preliminary designs and designs will remain our property pursuant to applicable copyright laws, and must be returned to us upon our request within a reasonable time period following the end of the order. The Client shall be liable for damages.

e) Upon payment of the fee, including the license for the transfer of the reproduction right, the Client shall only acquire the right to reproduce the work at the agreed scope and for the agreed specific purpose. Any use beyond this agreed scope and purpose requires a new agreement and will be subject to additional fees. Foreign rights or rights for further print editions shall only be deemed as having been transferred if a special agreement is concluded for this purpose.

Section 5 Warranty

a) We shall not be liable for non-fulfilment, lack of performance or delay of advertising medium or other commissioned third parties who are not our vicarious agents, also not for the latter's intentional or grossly negligent actions.

b) We will adhere to agreed dates with the general diligence of a proper business person. Forward transactions require a special agreement. Otherwise we shall only be obliged to provide subsequent correct performance. A cancellation of the order is hereby excluded.

c) Following the client's statement that material is ready for printing, we shall be released from all responsibility for the correctness of submitted documents. To the extent that the Client makes corrections, we shall not be held liable in any way. We do not assume any liability for the innocuousness of an advert as regards compliance with competition law, and in particular shall not be obliged to have each draught reviewed by a lawyer in advance.

d) The Client must inspect the product delivered to him immediately following receipt. In the case of bilateral commercial transactions, written (or fax) notices of defects for obvious defects must be forwarded to us within an exclusion period of 2 days, and otherwise at an exclusion period of 14 days following transfer. The limitation period shall be 1 year.

e) Following the detection of a defect, the Client must promptly provide us with an opportunity to inspect our product or have it inspected by a commissioned third party.

f) Where the Client has objected to justified defects in a timely manner, he shall be entitled to a repair of the defect or delivery of a defect-free item (at our discretion). In the event of two unsuccessful subsequent performance attempts, the Client may request a reduction or withdrawal from the contract, at his discretion. In the case of a merely minor contract breach, particularly in the case of minor defects, the Client shall not be entitled to withdraw from the contract. Where the Client selects to withdraw from the contract due to a material defect for which subsequent performance failed, he shall not also be entitled to damage compensation claims due to the defect.

Section 6 Damage compensation

In the case of slightly negligent breaches of obligations, our liability shall be limited to the average direct damages that can be foreseen and are typical for the contract based on the type of the product. This also applies to slightly negligent breaches of obligations on the part of our statutory representatives or vicarious agents. We shall not be liable for slightly negligent breaches of immaterial contract obligations. These liability restrictions do not apply to the Client's claims arising from product liability. Furthermore, these restrictions on liability shall not apply to non-attributable injury to body and health, or loss of life on the part of the customer.

Section 7 Payment

a) The Client commits to pay our invoices within 10 calendar days following receipt (payment received at our office). He shall be in payment default after expiry of this time period. He shall be required to apply default interest at 8 percentage points above the base rate to monies owed during the default period. We reserve the right to provide evidence of and assert higher default damages. In that case, the Client shall bear the burden of proof to provide evidence that lesser or no damages have been incurred.

b) The Client shall owe us a flat reminder fee of EUR 5.00 plus statutory VAT for each reminder letter. Costs related to registered letters and deliveries by a bailiff, as well as information provided about the Client's commercial sales are also the responsibility of the Client. The Client reserves the right to provide evidence that we have incurred lesser damages.

c) The Client may not offset his own claims or claims that have been assigned to him against our claims, if we have disputed the claims or they have not been legally established.

Section 8 Assignment

The Client may only assign claims directed at us to third parties with our consent.

Section 9 Place of fulfilment and jurisdiction

a) Lahr/Schwarzwald shall be the place of fulfilment for all contractual performance, in particular delivery and payment, if the Client is a business person.

b) Lahr/Schwarzwald shall be the place of jurisdiction, also for draft and cheque matters, if the Client is a business person. We shall also be entitled to file suit against the Client at his general place of jurisdiction.

Section 10 Severability clause

In the event individual provisions of these terms are found to be invalid, the validity of the remaining terms shall not be affected. An invalid, unclear or infeasible provision must be replaced by another provision and interpreted in such a way that it also achieves the intended economic purpose. Loopholes must be filled in accordance with the intended economic purpose.