How do you teach a creative agency

Terms of Service.

the hey! ROCKIT GmbH & Co. KG (B2B contracts), as of July 2018

 

1. Scope
1.1. The following general terms and conditions (GTC) apply to all legal transactions between hey! ROCKIT GmbH & Co. KG (hereinafter referred to as "Agency") and its customers.
1.2. Deviating, conflicting or supplementary conditions of the customer are not part of the contract, unless the agency has expressly agreed to their validity in writing.

 

2. Subject matter and conclusion of the contract

2.1. The subject of the terms and conditions are work and service contracts of a full-service advertising agency. This includes the conception of logos, slogans, brands, advertising campaigns, websites, advertising films and other advertising-related products. The specific subject matter of the contract results from the individual contractual agreements.
2.2. The agency's offers are non-binding, unless otherwise agreed.
2.3. The contract with the agency and the customer is concluded as soon as the customer confirms the offer made by the agency in writing.

 

3. Performance and cooperation obligations of the customer

3.1 The customer provides the agency with all data, access, information and documents required to carry out the order free of charge. If the customer does not meet his duty to cooperate despite being requested to do so, the agency is released from its duty to perform. If the agency does nevertheless, it will invoice the additional expenses incurred.
3.2. The customer ensures that the material supplied by him is free of third party rights (e.g. copyrights, trademarks or personal rights) and does not violate the legal system.
3.3. The customer undertakes to inform the agency immediately and without being asked of circumstances that may be relevant for the provision of services by the agency and of which the customer can recognize that they are unknown to the agency. This applies in particular if it should emerge that individual advertising measures are to be discontinued or changed by the agency or commissioned third parties due to legal regulations or due to the violation of third party rights.
3.4. The customer is responsible for setting up and maintaining his IT infrastructure. The agency does not assume any system responsibility.

 

4. Third party services

4.1. The agency is entitled, in accordance with the individual contractual agreements with the customer, to use third-party services or to broker such services to the customer.
4.2. In the context of cooperation with third parties, their general terms and conditions and individual contractual agreements can have an impact on the contractual relationship between the customer and the agency. The agency will inform the customer as early as possible about the effects on the contractual relationship between the customer and the agency. If necessary, the agency and the customer will jointly agree on an adjustment of the contractual relationship between them.
4.3. The agency does not guarantee that the services of third parties are always free of interruptions, faults, errors and are in compliance with the law. The agency has no monitoring obligation.
4.4. With the commissioning of procurement agents, the general terms and conditions of the procurement agents are automatically transferred to the general terms and conditions of the agency.

 

5. Dates and delivery times

5.1. Deadlines and appointments are to be recorded in writing in the contract. Deviating agreements must be confirmed in writing.
5.2. If the agency cannot meet an agreed date or an agreed delivery period, it must notify the customer in writing as soon as possible.

 

6. Copyrights and Rights of Use

6.1. For the contractually agreed duration and for the contractually agreed scope, the customer acquires the simple right of use to all work carried out by the agency within the framework of this order. The transfer of the rights of use applies to the territory of the Federal Republic of Germany. Uses that go beyond this area require a separate written agreement. All rights of use transfers are subject to the condition precedent of full payment of the contractually agreed remuneration.
6.2. If the contract is terminated prematurely, all documents, files, sketches and drafts must be returned to the agency immediately. The customer is not permitted to continue using or developing ideas and concepts that have already been viewed.
6.3. The services developed in the context of the order are protected as personal intellectual creations by the copyright law and remain with the agency. The regulation is also deemed to have been agreed if the level of creation required by copyright law has not been reached.
6.4. The cooperation of the customer and / or his employees have no influence on the amount of the agreed remuneration and do not create any co-copyright to the developed and created works and works. The customer also does not receive any rights of use to designs that have been rejected or not carried out by him.
6.5. The services and works of the agency may not be changed by the customer or third parties commissioned by the customer, neither in the original nor in the reproduction. Any imitation, including parts of the work, is not permitted. The transfer of granted rights of use to third parties and / or multiple uses are, unless otherwise contractually regulated, to be remunerated and require the approval of the agency.
6.6. For each case of contravention of the above provisions, a contractual penalty is due, which the agency will determine at its reasonable discretion and which can be judicially reviewed in the event of a dispute. The agency is entitled to information about the scope of use.
6.7. The agency is entitled to name the customer as a reference and to list it on its website and, if necessary, to use the customer's logos. Self-promotion can be contractually excluded between the agency and the customer.

 

7. Warranty

7.1. The agency is liable for defects in the delivered services and works in accordance with the statutory provisions.
7.2. A warranty period of one year applies to the warranty including contractual claims for damages.
7.3. In all manufacturing processes, there may be slight deviations from the original in the case of color reproductions, which cannot be objected to if they are within the tolerances customary according to the state of the art. The same goes for the comparison between templates and the final product.
7.4. The agency is only liable for deviations in the quality of the material used up to the amount of its own claims against the respective sub-supplier. The agency is released from liability if it assigns its claims against the supplier to the customer.

 

8. Liability

8.1. The agency is fully liable for intent and gross negligence, but only in the case of slight negligence if the damage is based on a breach of essential contractual obligations. Essential to the contract are the contractual obligations, the fulfillment of which makes the proper execution of the contract possible in the first place and which the contractual partner can regularly rely on to be observed. If the agency is liable for negligent breach of an essential contractual obligation, the liability is limited to the foreseeable damage typical of the contract, i.e. to the damage that the agency foresaw when the contract was concluded as a possible consequence of a breach of contract or that it should have foreseen if the usual care had been exercised . In the case of liability for simple negligence, the obligation to pay compensation is limited to the amount of the respective order value, even if it is a breach of essential contractual obligations.
8.2. The customer releases the agency from any claims that third parties may assert against the agency due to the violation of their rights or due to legal violations based on the measures developed and / or implemented by the agency and / or content provided by the customer himself. In this regard, the customer also bears the costs of the agency's necessary legal defense, including all court and lawyer costs. However, the agency is obliged to report legal concerns about the measures to be carried out immediately in writing to the customer after they become known. If a legal review of the measures to be carried out by a competent person (lawyer) or an institution is required, the customer shall bear the costs for this in consultation with the agency.
8.3. The agency is in no way liable for any factual statements about products and services of the customer contained in the advertising measures or campaigns.
8.4. The agency is not liable for data loss after the agreed work has been accepted.
8.5. The above limitations of liability do not apply to any liability on the part of the agency for injury to life, limb or health or under the Product Liability Act. Insofar as the agency's liability is excluded or limited, this also applies to organs, legal representatives, employees and other vicarious agents of the agency.

 

9. Collecting Societies

The customer pays any fees that may arise to collecting societies (e.g. Gema) directly or reimburses the agency's fees if they were disbursed by the agency.

 

10. Remuneration and payment deadlines

10.1. The remuneration to be paid by the customer is based on the individual contractual agreements.
10.2. The remuneration is to be paid plus the applicable statutory value added tax.
10.3. Unless otherwise agreed, the payment period is 7 days from receipt of the invoice. The day on which the money is received is decisive for the timeliness of payment. The agency's invoices can also be sent electronically.
10.4 The agency does not have to pay costs for services of third parties.
10.5. The agency is entitled to invoice the customer for down payments at regular intervals. The amount of the down payment is based on the service provided at the time.
10.6. The customer is only entitled to offset against the agency with undisputed or legally binding counterclaims.

 

11. Termination

11.1. The contract periods specified in the individual contracts apply. Either party can only terminate this contract for good cause.
11.2. If no contract term has been determined, a continuing obligation arises, which can be terminated by either party with one month's notice to the end of the month.

 

12. Confidentiality

12.1. All information and documents that become accessible to the parties in the context of the contractual relationship and that are not generally evident are to be treated with strict confidentiality, even after the order has ended, even if the order is not executed.
12.2. The parties must impose the duty of confidentiality on their employees who are involved in the execution of the order.
 

13. Final provisions

13.1. The ineffectiveness of individual conditions does not affect the effectiveness of the others. In the event of the ineffectiveness of individual clauses, the parties will try to replace the ineffective clause with an effective clause that comes closest to the meaning of the ineffective clause. The same applies in the event of a loophole.
13.2. The parties undertake to observe the relevant data protection regulations.
13.3. The law of the Federal Republic of Germany applies to the exclusion of the UN sales law and international reference standards.
13.4. The exclusive - also international - place of jurisdiction for all disputes between the parties is, as far as legally permissible, Neu-Ulm, Germany.

 

General Terms and Conditions (PDF, 125 KB)