You guessed it, here comes “the fine print”.

I. Definition, Scope of Application, Contractual Basis

1. “Order” means the contractual relationship and “Client” means the customer irrespective of the type of contract. “Agency” refers to CENTRAL PLEXUS.

2. Deviating terms and conditions of the client shall only apply if the agency has acknowledged them in writing.

II. Dates, Delivery Periods

1. Dates and delivery periods are non-binding guidelines, unless they have been expressly agreed in writing as fixed.

2. The Agency shall not be liable for delays in delivery due to the lack of cooperation on the part of the Client.

3. In the event of default in acceptance or culpable breach of other duties to cooperate on the part of the Client, the Agency shall be entitled to demand compensation for the damage incurred in this respect, including any additional expenses. Further claims shall remain unaffected.

III. Scope of Services, Remuneration, Termination, Third-party Property Rights

1. The scope of the individual services and the remuneration result from the individual order. The agreed remuneration includes a one-off correction. Further corrections shall be calculated and offered on an hourly basis according to the respective price list.

2. If no remuneration is specified, the Agency’s price lists valid at the time of the order shall apply; in the absence of price lists, the remuneration customary in the trade shall apply. Insofar as the Client’s requests for changes and additions cause additional expenditure on the part of the Agency, this shall be charged to the Client in accordance with the agreed remuneration, or alternatively in accordance with the customary remuneration.

3. The Client may only refuse the provision of services by third parties as subcontractors if there is an important reason in the person of the third party. 

4. If the client terminates prematurely an order which he has previously placed, all expenses and already completed works have to be paid in full.

5. The agency shall only be obliged to check the legal admissibility of the advertising (in particular competition, trademark, food and pharmaceutical law) if this has been expressly agreed. In the case of the development of names and trademarks, this shall also apply to the examination of their meaning and functionality in foreign languages. Any fees and costs incurred by the Agency and third parties (lawyer, authorities, etc.) shall be borne by the Client at standard market conditions, unless otherwise agreed.

6. The Agency shall not be obliged to check the accuracy of the Client’s information on products and services.

7. Unless expressly agreed, the Agency shall not be obliged to check the registrability or protectability of its services (e.g. patents, trademarks, copyright protection). The Agency shall be entitled, but not obliged, to apply for property rights for its services and to apply for domains.

8. The Agency shall submit all drafts for review and approval prior to publication to the client, who shall assume responsibility for the correctness of content, image, sound and text upon release of the work.

IV. Cooperation Obligations of the Client

1 The Client shall be obliged to provide the Agency with the data, product information and templates that are essential for the provision of the service in accordance with § 2, to be treated in strict confidence.

2. Insofar as the Client provides the Agency with templates/information/texts for use in the design of advertising measures, he shall assure the Agency that he is entitled to hand over and use these and that their use and processing for the order does not infringe any third-party rights.

3. The client shall name a contact person for the agency at the beginning of the order, who shall ensure that the client fulfils his obligations to cooperate.

4. The client shall bear the damage caused by the fact that work has to be repeated in whole or in part or is delayed by the agency as a result of the client’s incorrect, subsequently corrected or incomplete information, insofar as the client is responsible for the damage.

V. Production Monitoring (Awarding, Coordination and Monitoring of the Production of Advertising Material and Proofreading Services)

1. The Agency shall select suitable advertising material manufacturers and shall place production orders or editing orders in text form after approval by the client. The order shall be placed in the name and for the account of the Client, unless otherwise expressly agreed in text form.

2. The Agency shall coordinate the production process and check the services and invoices of the producers. 

3. The Agency shall receive a fee of 15% on the net value of the invoices of the third parties (advertising material manufacturers or proofreaders) for the services in accordance with clauses V 1 and 2, which shall be due upon invoicing of the third parties.

4. Insofar as the Agency places orders with third parties in its own name and for its own account, it shall charge the third-party costs to the Client. For corresponding orders to third parties with a value of EUR 5000 or more, the Agency may demand immediate advance payments from the Client up to the amount of the order value. This shall apply in particular to photo and moving image productions and to the purchase of image and usage rights.

VI. Liability, Warranty

1. The Agency shall be liable for intent and gross negligence in accordance with the statutory provisions. Liability for warranty claims shall, however, be limited to 12 months from delivery.

2. In the case of slight negligence, the Agency and its vicarious agents shall only be liable if an essential contractual obligation (cardinal obligation, i.e. an obligation the fulfilment of which makes the proper execution of the contract possible in the first place and on the fulfilment of which the other contracting party regularly relies and may rely) is breached or in the case of delay or impossibility.

3. In the event of liability for slight negligence, the liability of the Agency and its vicarious agents and assistants for breach of duty and tort as well as for claims for reimbursement of futile expenses 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, limb or health, to defects of title and to liability under the Product Liability Act.

5. Due to errors through no fault of the Agency and printing or transmission errors which entitle the Agency to contest, the Client may not claim damages as a consequence of the contestation.

VII. Acceptance

If the Agency owes a certain work result defined in advance, the acceptance owed by the Contractor shall be deemed to have taken place if it is not declared or refused within seven days of delivery, insofar as the work result essentially corresponds to the agreements. If there are substantial deviations, the Agency shall remedy these deviations within a reasonable period 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.

VIII. Invoice, Price, Payment, Terms of Payment

1. The Agency shall invoice its services after they have been rendered. Payment shall be made within 14 days of invoicing without deduction. Exceptions to this are framework agreements to the contrary concluded between the Agency and the Client.

In the case of agency services in excess of EUR 10.000, 50% of the calculated sum shall be due and invoiced upon award of the contract.

2. The Client shall owe the statutory value-added tax, customs duties, fees and other charges such as artists’ social insurance, even if they are subsequently levied.

3. Offsetting against remuneration claims of the Agency shall only be possible with undisputed or legally established claims. Likewise, a right of retention may only be asserted with undisputed or legally established claims.

IX. Expenses

1. Travel expenses shall be reimbursed by the Client to the Agency as follows:

  • 2nd class rail travel, economy class flights and taxi fares according to receipts.
  • Travel time according to actual expenditure at hourly or daily rate.
  • Travel costs in own car: 0.30 Euro/km.

2. Other costs (e.g. for couriers, telephone or video conferences, lawyers commissioned with the client’s consent, transport or colour printouts ordered by the client) shall be charged to the client according to receipts.

X. Copyright, Usage Rights/Service Protection Rights

1. In the case of software development, the Agency shall only be obliged to hand over the source code and corresponding documentation to the Client if explicitly commissioned to do so.

2. Insofar as rights of use or exploitation or consents of third parties (e.g. personal rights) are required for the contractually envisaged use of the Agency’s work results, the Agency shall obtain the necessary rights and consents of third parties on behalf of and for the account of the Client. The Client shall bear any additional claims from authors in accordance with statuatory regulations relating to intellectual properties.

3. The Agency shall not be liable for the absence of third party rights to the work results delivered. 

4. The results of the work may be used by the Agency without restriction for its own advertising. 

5. The rights of use shall remain with the Agency for the designs rejected or not executed by the client.

XI. Meeting Reports

The Agency shall send the Client brief meeting reports within three working days of each meeting. These are the legally binding basis for further work, unless an objection is made in text form within three working days.

XII. Final Provisions

1. The place of jurisdiction for all disputes between the parties is Bremen, Germany.

2. The law of the Federal Republic of Germany shall apply to the exclusion of German private international law.