General Terms and Conditions

These General Terms and Conditions apply to camgula GmbH. The terms “order,” “agency” and “client” are to be understood in the commercial sense. “Order” refers to the contractual relationship regardless of the type of contract, “agency” to the party obliged to provide the main performance, and “client” to the party that is to receive the main performance and pay the remuneration.

Any terms and conditions of the client that deviate from these shall only apply to the extent that the agency has accepted them in writing.

Deadlines and delivery periods are generally non-binding guidelines. This does not apply if deadlines have been expressly agreed in writing as fixed.

The agency shall not be liable for delays in delivery caused by the client's failure to fulfill necessary obligations to cooperate.

If the client is in default of acceptance or culpably breaches other obligations to cooperate, the agency is entitled to demand compensation for the resulting damage, including any additional expenses. The agency reserves the right to assert further claims.

The scope of the individual services and the remuneration owed are set out in the agency's service description. If no remuneration has been specified for a service, the agency's price lists valid at the time the order was placed shall apply. Additional work by the agency, in particular due to the client's requests for changes and additions, shall be charged at the agreed hourly rates or, failing that, in accordance with the agency's price lists valid at the time the order was placed.

The client shall bear any damage incurred where the agency has to repeat work in whole or in part, or where work is delayed, as a result of incorrect, subsequently corrected or incomplete information provided by the client, provided that the client is responsible for that damage.

The agency may also engage third parties as subcontractors to perform the services it owes. The client may only reject such a third party for good cause relating to that third party.

If the client terminates an order that it has approved or placed with the agency, 50% of the order total becomes due. If the order is based on an agreed block of hours, 100% of the order total becomes due.

The agency is only obliged to check whether the advertising is legally permissible (in particular under competition, trademark, food and pharmaceutical law) if this is expressly part of the order. If the client engages the agency to provide these services, the client shall bear the resulting fees and costs of the agency and of third parties (lawyers, authorities, etc.) at customary market rates, unless otherwise agreed.

The agency is not obliged to verify the accuracy of factual statements in the advertising about the client's products and services where the client has provided or approved those statements.

The agency's services are also deemed to have been performed in accordance with the contract if they are not eligible for registration or protection (e.g., patents, trademarks, copyright protection), unless expressly agreed otherwise. The agency is entitled, but not obliged, to apply for intellectual property protection for its services.

For review and approval, the agency submits all drafts to the client before publication. By approving the work, the client assumes responsibility for the accuracy of the content, visuals, audio and text.

A monthly block of hours must always be paid for in full, even if the service recipient/customer does not use up all of the hours.

As part of production supervision, the agency selects suitable producers of advertising materials and places production orders after approval by the client in text form. Individual orders of up to €2,000 do not require approval by the client.

Orders are placed with producers of advertising materials in the name and for the account of the client, unless expressly agreed otherwise in text form.

The agency coordinates the production process and checks the producers' services and invoices.

For production supervision pursuant to sections IV.1 and 2, the agency receives an agency fee of 15% of the net invoice amounts of the producers of advertising materials. The agency fee is due in each case when the producers' services are invoiced.

Insofar as the agency, by way of exception and on the basis of an express agreement with the client, places production orders in its own name and for its own account, all third-party costs incurred shall be passed on by the agency to the client. For production orders with an expected value of €5,000 or more, the agency is entitled to demand advance payments, due immediately, up to the gross order value.

In cases of intent or gross negligence, the agency is liable in accordance with the statutory provisions. However, liability for warranty claims for defects is limited to 12 months from delivery.

In the event of slight negligence, the agency and its vicarious agents and assistants are only liable if an essential contractual obligation (cardinal obligation) is breached or in cases of default or impossibility.

In cases of liability for slight negligence, the liability of the agency and its vicarious agents and assistants for breach of duty and in tort, as well as for claims for reimbursement of wasted expenses, is limited to such damage as is foreseeable or typical.

The aforementioned limitations of liability and the shortened warranty period do not apply to the absence of warranted characteristics, to cases of fraudulent intent, to injury to life, body or health, to defects of title, or to liability under the German Product Liability Act (Produkthaftungsgesetz).

If an error for which the agency is not at fault, or a printing or transmission error, entitles the agency to rescind, the client cannot claim damages resulting from the rescission.

If the agency is obliged to deliver a specific work result, i.e., an individually identifiable work (e.g., a draft), the client is obliged to accept it. Acceptance is deemed to have taken place if it is not declared or refused within seven days of delivery, provided that the work result substantially conforms to what was agreed. If there are material deviations, the agency will remedy these deviations within a reasonable period and submit the work result for acceptance again. Acceptance is deemed to have taken place at the latest upon payment for or use of the work.

The agency invoices its services immediately after they have been performed.

Unless other terms of payment have been agreed, payment shall be made within 14 days of invoicing without deduction.

All prices are net prices and are subject to statutory VAT. Customs duties, fees and other levies, as well as the German artists' social insurance contribution, shall be borne by the client, even if they are levied subsequently.

The client may only set off undisputed claims or claims that have been finally established by a court against the agency's remuneration claims. The client may only assert a right of retention in the case of undisputed or finally established claims.

Each party bears the costs of postage, telephone and fax that it incurs in its business dealings with the other party.

Travel expenses are charged to the client as follows:
Third-party costs: based on receipts,
Time spent: see current standard price list,
Car travel (own vehicle): €0.80/km.

All other costs, such as legal fees, courier costs, transport costs for the preparation and supervision of advertising material productions, as well as color copies and color prints ordered by the client, are charged to the client based on receipts.

Unless otherwise provided in the service description, upon full payment the client acquires the rights of use in the advertising materials designed by the agency to the extent required for the purpose of the contract, for the term of the agency contract but for at least 6 months after acceptance. The rights of use are limited to the territory of the Federal Republic of Germany. Editing or changing the content of the advertising materials designed by the agency is only permitted with the agency's prior consent.

The onward transfer or licensing of the rights of use by the client to third parties requires the prior written consent of the agency in order to be effective.

If rights of use or exploitation rights (e.g., photo, film, copyright, GEMA rights) or the consent of third parties (e.g., personality rights) are required for the creation or implementation of the agency's work results, the agency is not obliged to obtain these third-party rights. Claims for additional remuneration under Sections 32 and 32a UrhG (German Copyright Act) shall be borne by the client.

The agency accepts no liability if the advertising materials and work results it delivers are subject to third-party rights.

The agency may use the advertising materials it has conceived, without time limit, for its own promotion on its website and on the CD-ROM it regularly produces for the purpose of self-promotion. This authorization also extends to the other companies and brands of the MULTERER Group.

Rights of use for drafts rejected or not implemented by the client remain with the agency. This applies all the more to services of the agency that are not protected by special statutory rights, in particular copyright.

Remuneration for drafts, final artwork and the granting of rights of use is based on the SDSt/AGD collective agreement for design services in its current version, unless otherwise agreed. Even the preparation of drafts is subject to a charge, unless expressly agreed otherwise in writing.

All of the agency's services are subject to statutory VAT.

If services of the agency are used to a greater extent than originally agreed, the agency is entitled to demand the difference between the remuneration for the actual use determined on the basis of the SDSt/AGD collective agreement for design services and the remuneration originally agreed.

The invalidity of individual terms does not affect the validity of the remaining terms. The invalid term shall be replaced by one that comes as close as possible to the economic purpose of the original term.

If the client is a merchant, the place of jurisdiction for all disputes between the client and the agency is the agency's registered office, i.e., Koblenz.

Only the law of the Federal Republic of Germany applies, excluding German conflict-of-laws rules.