GTCs of BOLD Consulting GmbH
I. TERMINOLOGY, SCOPE OF APPLICATION
1. These General Terms and Conditions apply to all BOLD Consulting GmbH’s activities and areas of business.
2. The terms ‘order, consulting company and client’ are to be understood in the commercial sense. ‘Order’ relates to the contractual relationship without regard to the type of contract; ‘consulting company’ the entity that provides the primary service, and ‘client’ the entity that receives the primary service and is to pay the remuneration.
2. Deviating terms of business on the part of the client are only valid if the consulting company has recognised them in writing.
II. DEADLINES, DELIVERY PERIODS
1. Deadlines and delivery periods are, in principle, non-binding guides. This does not apply if deadlines are explicitly agreed in writing as being set.
2. The consulting company shall not be liable for delivery delays caused by the client not having fulfilled the necessary collaboration obligations.
3. If the client delays in issuing its acceptance or breaches its other collaboration obligations in a culpable way, the consulting company is entitled to request compensation for damages caused as a result, including any excess outlay. Claims in excess of this remain reserved.
III. SCOPE OF SERVICES, REMUNERATION
1. The scope of the individual services and the remuneration due are stated in the service description issued by the consulting company. If no remuneration is set for the service, the price lists of the consulting company valid at the time of commissioning shall apply. Excess outlay by the consulting company, particularly due to requests made by the client for changes and additions, is calculated as additional outlay in line with the agreed hourly rates, or the price lists of the consulting company valid at the time of commissioning.
2. The client shall bear the damages arising from work needing to be wholly or in part repeated or delayed by the consulting company due to information from the client being incorrect, subsequently corrected or incomplete, provided the client is responsible for the damage.
3. The consulting company may arrange for the services it is obliged to undertake to be performed by third parties as sub-contractors. The client may only reject a third party of this nature for an important reason relating to this third party itself.
4. If the client prematurely cancels an order that had been approved towards the consulting company, section 649 German Civil Code shall apply between the contractual partners regarding the consulting company’s fee.
5. The review of the legal permissibility of the advertising (especially advertising, trademark, food, creation and pharmaceutical law) is only borne by the consulting company if this is expressly part of the order. If the client commissions the consulting company to fulfil these services, it shall bear the resulting fees and costs on the part of the consulting company and third parties (lawyer, authorities etc.) at the usual market terms, provided no agreement is made to the contrary.
6. The consulting company is not obliged to review the accuracy of factual statements on the client’s products and services that are provided by or approved by the client and are contained in the content.
7. The services of the consulting company shall have been rendered in a contractually compliant manner even if they cannot be registered or protected (e.g. patents, brands, copyright protection), provided nothing to the contrary is expressly agreed. The consulting company is not obliged to do so, but is entitled to make its services the subject of patent applications.
8. The consulting company shall provide the client with all drafts prior to publication for the purposes of checking and approval.
Upon approval of the work, the client shall take responsibility for the correctness of content, images, sound and text.
IV. MONITORING OF IMPLEMENTATION (AWARDING, COORDINATION AND MONITORING OF CREATION)
1. As part of the monitoring of implementation, the consulting company shall select suitable service providers and issue orders after written approval by the client. Client approval does not need to be sought for orders up to max. EUR 1,000.00. Orders are issued to advertising manufacturers in the name of and on the account of the client, provided nothing to the contrary is expressly agreed in writing.
2. The consulting company shall arrange the processing of implementation and monitor the services and invoices of the commissioned companies or individuals.
3. If, by way of an exception, the consulting company grants production orders in its own name and on its own account by express agreement with the client, all the third-party costs incurred will be passed from the consulting company to the client. The consulting company is entitled to demand immediate advance payment for production orders with a likely value of EUR 5,000 and above, up to the gross order value.
V. LIABILITY, WARRANTY
1. the consulting company is liable in case of intent and gross negligence according to the legal regulations. However, the liability for warranty claims shall be limited to 12 months from the date of delivery.
2 In the event of slight negligence, the Consultants and their vicarious agents shall only be liable if a material contractual obligation (cardinal obligation) is breached or in the event of default or impossibility.
3 In the event of liability for slight negligence, the liability of the Consulting Company and its vicarious agents for breach of duty and tort as well as for claims for reimbursement of expenses incurred in vain shall be limited to such damages as are foreseeable or typical.
4. the aforementioned limitations of liability as well as the shortened warranty obligation shall not apply to the absence of warranted characteristics, to cases of fraudulent intent, to injuries to life, body or health, to defects of title as well as to liability under the product liability act.
5 The Client shall not be entitled to claim damages as a consequence of the contestation due to errors through no fault of his own and printing or transmission errors which entitle the Consulting Company to contestation.
VI. ACCEPTANCE
If the Consulting Company owes a certain work result, i.e. a work that can be individualized (e.g. draft), the Client shall be obliged to accept the work. Acceptance shall be deemed to have taken place if it is not declared or refused within seven days of delivery, provided that the work result essentially corresponds to the agreements. If there are substantial deviations, the Consulting Company shall remedy these deviations within a reasonable period of time and resubmit the work result for acceptance. Acceptance shall be deemed to have taken place at the latest upon payment or use of the work.
VII. INVOICE, PRICE, PAYMENT, TERMS OF PAYMENT
1. the consulting company shall invoice its services immediately after they have been rendered.
2. unless other terms of payment have been agreed, payment shall be made within 10 days of invoicing without deduction.
3. All prices are net prices and do not include the statutory value added tax. Customs duties, fees and other charges as well as the artists’ social insurance shall be borne by the Client, even if they are subsequently levied.
4. The Client may only set off undisputed or legally established claims against claims for remuneration of the Consulting Company. The Client may only assert a right of retention in cases of undisputed or legally established claims.
VIII. EXPENSES
1. Each party shall bear the costs arising from its business transactions with the other party.
2. Travel expenses will be charged to the client as follows:
– Third-party costs: according to receipts,
– Hourly rate: see current standard price list.
3. All other costs such as legal fees, courier costs, transport costs for the preparation and supervision of productions or realizations as well as data carriers, color copies and color printouts ordered by the client will be charged to the client according to receipts.
IX. COPYRIGHTS OF USE/ ANCILLARY COPYRIGHTS
1. Unless otherwise stipulated in the service description, the Client shall acquire the rights of use to the advertising materials designed by the Consulting Company required for the purpose of the contract for the term of the consulting contract, but at least for 6 months after acceptance, upon payment in full. The rights of use are limited to Europe. Editing or changing the content of the means designed by the Consulting Company shall only be permitted with the prior consent of the Consulting Company. The transfer or licensing of the rights of use by the Client to third parties shall require the prior written consent of the Consulting Company in order to be effective.
2. If rights of use or exploitation (e.g. photo rights, film rights, copyrights, GEMA rights) or consents of third parties (e.g. personal rights) are required for the creation or implementation of the Agency’s work results, the Consulting Company shall obtain the rights and consents of third parties on behalf and for the account of the Client. In principle, this shall only be done to the extent necessary for the intended measure in terms of time, space and content, unless otherwise expressly agreed in text form. Subsequent claims pursuant to §§ 32, 32 a UrhG shall be borne by the Client.
3. The consulting company does not assume any liability for the fact that no rights of third parties exist with regard to the contents and work results delivered by it.
4. The consulting company may use the content designed by it for self-promotion purposes without any time limit.
5. Rights of use for designs rejected or not executed by the Client shall remain with the Consulting Agency. This shall also and especially apply to services of the Agency that are not subject to special statutory rights, in particular copyright.
X. REVIEW REPORTS
The Consulting Company shall submit meeting reports within 48 hours after each meeting with the Client. These meeting reports are binding as a legally binding working basis for the further processing of projects, unless they are objected to in text form within a period of a further three working days.
XI. FINAL PROVISIONS
1. the invalidity of individual conditions shall not affect the validity of the remaining conditions. The disputed condition is to be replaced by one that comes as close as possible to the economic purpose of the original.
2. the place of jurisdiction for all disputes between the client, who is a merchant, and the consulting company is the registered office of the agency.
Only the law of the Federal Republic of Germany shall apply, to the exclusion of German private international law.
July 2018
