General Terms and Conditions
1 | Subject matter and scope of the contract
1.1
The following General Terms and Conditions (GTC) apply to all legal transactions of Hasler Communications UG (haftungsbeschränkt), hereinafter referred to as “Hasler Communications”, with its contractual partners, hereinafter referred to as “customer”. Deviating terms and conditions of the customer as well as amendments and supplements to these GTC shall only be valid if Hasler Communications has acknowledged them in writing. In these cases these GTC shall apply in addition.
1.2
All agreements made between Hasler Communications and the customer for the purpose of executing an order must be made in writing. Amendments and collateral agreements must be made in writing to be effective.
1.3
These terms and conditions shall also apply to all future business relations with the customer, even if they are not expressly agreed again.
1.4
Hasler Communications is entitled to amend these Terms and Conditions at any time or to amend them in the event of a change in legal requirements. The customer shall be notified in due time of any change to the GTC. If no objection is raised to this amendment within one month of receipt, it shall be deemed to have been approved by the customer.
2 | Services and placing of orders
2.1
Hasler Communications offers services in the fields of communications, PR, events, new media, press and public relations. A detailed description of the services to be provided can be found in the tender documents, briefings, project contracts, their annexes and service descriptions.
2.2
The customer shall confirm offers in writing (letter, e-mail) and shall receive an order confirmation by e-mail from Hasler Communications after receipt of the order. With this order confirmation the order is deemed to have been accepted and the contract is deemed to have been concluded. The order confirmation shall be decisive for the commencement of the business relationship, unless the contract itself contains an individual provision to this effect.
2.3
The subject of the order is the agreed service described in the contract, e.g. conceptual or editorial work, event organisation or consulting activities of any kind, but not the achievement of a specific economic success.
2.4
The amendment of a contract shall be specified in writing by both parties and shall become part of the contractual relationship as a supplementary agreement. The customer is not entitled to unilaterally change the services covered by the contract. Hasler Communications may charge separately for the additional work and expenses incurred due to a customer modification as an additional service.
2.5
If the execution of an order is not possible for reasons for which Hasler Communications is not responsible (e.g. software-related or other technical reasons), in particular due to computer failure, force majeure, strikes, legal regulations, disruptions from the area of responsibility of third parties (e.g. providers, printers), network operators or service providers or for comparable reasons, the said order shall be performed subsequently if possible. Hasler Communications’ claim for remuneration shall remain valid if the order is executed within a reasonable period of time which is acceptable for the customer and after elimination of the disruption.
3 | Copyright and rights of use
3.1
Hasler Communications transfers to the customer – provided all invoices are paid in accordance with the contract – all rights of use for publication, reproduction and exploitation of the services to the extent specified in the contract. Unless otherwise specified, this transfer is limited in time, place, purpose and in any other way to the execution of the respective projects and measures of communication, press and public relations. Any use beyond this requires the written consent of Hasler Communications.
3.2
Unless otherwise specified in writing, the customer shall grant Hasler Communications the right to publish his name and/or logo as well as a general job description on its website and in presentations as a reference even beyond the duration of the contractual cooperation.
4 | Payment
4.1
The remuneration agreed upon when the contract is concluded shall apply. All prices for the services stated in these GTC, in the offer and the contract are net prices plus the statutory VAT rate applicable at the time of invoicing.
4.2
Insofar as the parties agree on a monthly quota of hours in the contract, Hasler Communications shall receive the monthly fee agreed between the parties and shall invoice the hours to the customer at the end of each month. Hasler Communications shall be entitled to charge the hourly rate specified in the contract for each additional service exceeding the agreed monthly hourly quota. Hasler Communications shall notify the customer when the agreed monthly hourly quota is exhausted and shall only provide additional services after prior written approval by the customer.
4.3
Any unforeseeable additional expenditure shall be subject to mutual agreement and, if necessary, to subsequent payment.
4.4
Expenses incurred by Hasler Communications in the course of the execution of a contract shall be invoiced in accordance with current prices – upon request also against proof – if no flat rate has been agreed. Expenses include, for example, costs for duplications/copies, postage, telephone, fax and online fees, messenger travel/transport costs and travel expenses.
5 | Payment conditions
5.1
In the case of monthly hourly quotas, Hasler Communications services will be invoiced at the end of each month. In the case of projects charged at a fixed sum, Hasler Communications may invoice 50% of the quoted sum when the order is placed. The remaining 50% shall be due after acceptance or completion of the services. Invoices issued by Hasler Communications shall be payable within seven working days of receipt without deduction.
6 | Tasks and Duties of Hasler Communications
6.1
Hasler Communications provides its consulting services with the greatest possible care and observes the recognized principles of its profession.
6.2
It is Hasler Communications’ sole responsibility to select suitable employees or agents for the respective tasks and to make them available to the customer for the contractual provision of services.
6.3
Hasler Communications is in principle free to choose the place of performance and the allocation of working hours. If the activity requires the presence at a specific location, Hasler Communications shall be obliged to provide services there.
6.4
Hasler Communications shall be entitled, at its own discretion, to have the contractual services performed by competent third parties as agents. Third parties shall be carefully selected to ensure the necessary professional qualifications. Such third party involvement shall not affect Hasler Communications’ obligations to the customer.
7 | Duties and obligations of the client
7.1
The customer shall provide Hasler Communications all information available in digital form and within a reasonable period of time, which is necessary to carry out the tasks assumed. Should the customer fail to comply with his obligations to cooperate and should Hasler Communications for this reason be unable to complete his consultancy services in whole or in part within the agreed time, the period agreed for this shall be extended accordingly.
7.2
If Hasler Communications acts as press contact for the customer, the customer shall identify Hasler Communications on its website as press contact (including a link to the Hasler Communications website).
7.3
The customer shall examine the concepts submitted to him as well as the projects, measures and the information intended for publication. Hasler Communications shall not be obliged to implement the proposed projects and measures without prior approval.
7.4
With the acceptance or approval of concepts, texts, drafts, animations, image and video material by the customer, the customer assumes responsibility for the correctness of text and images.
7.5
If the customer cancels the implementation of individual projects or measures, he is obliged to release Hasler Communications from all obligations already entered into and to compensate Hasler Communications for all damages resulting from such projects or measures due to the cancellation or modification. In addition, Hasler Communications shall be entitled to remuneration for the services already prepared and provided up to that point in time and in accordance with the agreements reached, taking into account any expenses saved. Cancellation shall have no legal consequences if it is based on good cause.
8 | Copyrights and rights of use, references
8.1
All rights to the preliminary work, such as drafts and concepts, as well as other work results, in particular copyrighted rights of use and ownership, shall remain with Hasler Communications even after the work results have been handed over to the customer – unless they have been expressly transferred in writing.
8.2
For the transmitted data and materials, the customer shall transfer to Hasler Communications all copyright usage rights, ancillary copyrights and other rights necessary for use, in particular the right to duplicate, distribute, transmit, broadcast, extract from a database and retrieve, in terms of time and content, to the extent necessary for the execution of the order. The aforementioned rights shall be transferred in all cases without limitation as to location and shall entitle the customer to place advertisements using all known technical processes and all known forms of print and online media.
8.3
The customer warrants that he owns all rights to the data and materials transmitted which are necessary for the execution of the order. The customer shall indemnify Hasler Communications from all claims of third parties arising from the violation of third party claims or legal regulations during the execution of the order. Furthermore, Hasler Communications shall be released from the costs of any necessary legal defence. The customer is obliged to support Hasler Communications in good faith with information and documents in the legal defence against third parties.
9 | Secrecy and data protection
9.1
The parties undertake to treat all business and trade secrets of the other party which become known to them through the cooperation as confidential. This obligation of secrecy shall apply for an unlimited period of time beyond the duration of this contract. The parties warrant that corresponding confidentiality obligations are also agreed with their employees and other agents.
9.2
Both parties undertake to comply with the data protection provisions applicable to them. Insofar as one party processes personal data for the other under this contract, the parties shall conclude an agreement on the processing of personal data on behalf of the other party.
10 | Liability
10.1
Hasler Communications shall only be liable – except in the case of breach of fundamental contractual obligations, in the event of injury to life, body or health or in the case of claims under the Product Liability Act – for intent and gross negligence. Compensation for damages exceeding the value of the material is excluded.
10.2
Hasler Communications shall present its drafts to the customer so that the customer can check the factual information contained therein. If the customer approves the drafts, he shall assume sole liability for the accuracy of the factual information.
10.3
Hasler Communications is obliged to point out legal risks, insofar as these become known during the preparation of projects and measures.
10.4
Hasler Communications shall not be liable for the patent, sample, copyright and trademark protection or registration of the suggestions, proposals, concepts, drafts, etc. supplied within the scope of the contract. Hasler Communications shall not be responsible for the examination of legal issues, especially in the area of copyright, competition and trademark law.
10.5
The customer bears the risk of the legal admissibility of a measure. This applies in particular in the event that measures violate provisions of competition law, copyright law and special advertising law.
10.6
When sending out press information, the customer shall bear sole responsibility; he shall keep his material (photos, images, graphics, logos, brochures, flyers, catalogs as well as audio and video material) free from third party rights and shall keep Hasler Communications free from third party claims. Hasler Communications shall not be liable for any damages resulting from the distribution of press information. Hasler Communications cannot be held liable for any other possible disadvantages either. Hasler Communications has no influence whatsoever on whether a recipient checks, edits and publishes the received texts on his part. Hasler Communications therefore does not guarantee publication by the informed editors. Hasler Communications also assumes no guarantee for publication in press portals or press services; the respective operators are exclusively responsible for activation and publication.
10.7
Hasler Communications warrants to the contractual partner that the agreed services will be carried out properly. The timely performance of the contractual services can only be guaranteed by Hasler Communications to the extent that Hasler Communications’ own services are involved and their fulfilment does not depend on the cooperation with third parties (authors, printers, journalists, media, organisers etc.).
10.8
The customer shall be solely responsible for the content of an advertisement, PR text or other documents approvd by the customer. Hasler Communications shall not be liable for the accuracy of the reproduction in the case of orders and changes made by telephone. Hasler Communications accepts no liability for the customer’s documents provided to Hasler Communications for processing.
11 | Media planning and media execution
11.1
Hasler Communications shall procure commissioned projects in the area of media planning to the best of its knowledge and belief on the basis of media documents and generally accessible market research data. Hasler Communications does not owe the customer any specific advertising success as a result of these services.
12 | Insurances
12.1
If the manuscripts, data, printing documents, papers, originals, photos, stored printed matter or other items brought to Hasler Communications are to be insured against theft, fire, water or any other risk, the customer shall procure the insurance himself. Otherwise, only customary care can be demanded.
13 | Right of retention
13.1
Hasler Communications shall have a right of retention until the claims of Hasler Communications have been settled in full. Goods delivered and services rendered shall remain the property of Hasler Communications until the amount due has been paid in full.
13.2
Upon completion of Hasler Communications’ work and after settlement of claims under the contract, Hasler Communications shall surrender on request all documents handed over to Hasler Communications on the occasion of the execution of the order. This shall not apply to correspondence between the parties and to simple transcripts or back-up copies of photographs, graphics, layouts, reports, organization charts, drafts and drawings, etc., provided the customer has received the originals.
13.3
The obligation of Hasler Communications to retain documents expires 6 months after receipt of the written request for collection, irrespective of this 1 year after termination of the contractual relationship.
14 | Term of contract, notice periods
14.1
The General Terms and Conditions shall come into force upon placement and acceptance of the order. They shall apply for the term of contract stated in the contract. If the contract is concluded for an indefinite period of time, it may be terminated by either party at the end of a month with a notice period of three months. The right of termination without notice for good cause remains unaffected by this provision. A termination must be made in writing.
15 | Disputes
15.1
If a dispute arises in the course of or after the completion of an order with regard to the commissioned project, an out-of-court mediation procedure must be conducted before legal proceedings are initiated. In the event of disputes regarding quality assessment or the amount of the fee, external expert opinions will be prepared in order to reach an out-of-court settlement if possible. The costs for this are shared by the customer and Hasler Communications.
15.2
These General Terms and Conditions and the entire legal relationship between the customer and Hasler Communications shall be governed exclusively by the laws of the Federal Republic of Germany to the exclusion of international sales law. The application of UN sales law is also excluded. The place of jurisdiction for merchants shall be the registered office of Hasler Communications.
16 | Final regulations
16.1
Should any provision of these General Terms and Conditions of Business be invalid in whole or in part or lose its legal validity at a later date, the validity of the remaining provisions shall not be affected thereby. In place of the invalid provision, another appropriate provision shall apply by way of contract adjustment, which comes closest to what the parties to the contract would have wanted in economic terms if they had been aware of the invalidity of the provision. If a provision cannot be found, the invalidity of one or more provisions of the contract shall not affect the validity of the contract as a whole, unless the invalid provisions are so essential to the contract that it can reasonably be assumed that the parties would not have concluded the contract without the invalid provisions.