GTC

General Terms and Conditions (AGB)

Valid from 01.01.2019

These are the General Terms and Conditions (GTC) of the agency SCRIVO Public Relations, hereinafter referred to as the "Agency".

(1) Formation of the contract

A contract with the agency is concluded by sending the order confirmation or a contract confirmation.

(2) Cooperation

The contracting parties shall work together in a spirit of trust and shall inform each other immediately in the event of deviations from the agreed procedure or doubts about the correctness of the other party's procedure.
If the customer recognizes that his own information and requirements are incorrect, incomplete, ambiguous or impracticable, he must inform the agency of this.
At the request of the other contracting party, the contracting parties shall name a contact person and their deputy who shall manage the implementation of the contractual relationship for the contracting party naming them in a responsible and expert manner.
The parties must notify each other of any personnel changes.
The contact persons communicate at regular intervals about progress and obstacles in the execution/fulfillment of the contract in order to be able to intervene if necessary.

(3) Services of the agency

The agency shall provide the contractual advice and implementation of public relations/media relations/PR work measures or other agreed marketing activities as agreed in the respective order confirmation.
In the case of all-inclusive offers, the consultancy service included therein comprises advice relating exclusively to the execution of this order. Any further advice requires a separate order.
All texts and other materials created by the agency for publication shall be sent to the customer by email or in an appropriate form (programs such as Teams, Slack). In the case of flat-rate offers that include the right to make corrections, the customer may request up to two rounds of corrections, provided that the customer grants the agency a reasonable processing time for this.

(4) Tasks and obligations of the customer

The customer shall support the agency in the fulfillment of contractually owed services. In particular, the customer shall provide the agency with all information available to it that is necessary for the performance.
If the customer has undertaken to provide the agency with materials (image, sound, text, etc.) in the course of the execution of the contract, the customer must provide these to the agency immediately and in a common, directly usable, preferably digital format.
The customer shall ensure that the agency obtains the rights required to use these materials, in particular with regard to copyright, youth protection and press law and the "right to one's own image". The customer is solely responsible for the content of transmitted data. The customer must therefore ensure that the content of the transmitted images and texts does not infringe the rights of third parties. In particular, this includes copyrights and trademark rights. The customer shall indemnify the agency in full against any claims asserted by third parties against the agency due to the execution of a customer order. Conversely, the same applies to materials that the agency provides to the client.
The customer must review and approve the concept submitted to him as well as the proposed projects and measures and the information intended for publication within a reasonable period of time.
If the client cancels the implementation of approved projects or measures, it shall be obliged to indemnify the agency against all liabilities already incurred and to compensate the agency for all losses resulting from such projects or measures due to the cancellation or change. In addition, the Agency shall be entitled to remuneration for the services already prepared and rendered up to that point in accordance with the agreements made.
If the customer violates its obligations to cooperate to such an extent that the agency no longer considers it possible to successfully execute the order, the agency shall be entitled, after issuing a reminder, to unilaterally terminate the contractual relationship and invoice all services rendered up to that point at its valid rates.

(5) Data protection

The customer agrees that, within the scope of the contractual relationship, data about his person or his company may be stored, changed and/or deleted and, if necessary, transmitted to third parties. This applies in particular to the transmission of data that is necessary for the commissioning of external service providers and for the other execution of the order.

(6) Participation of third parties

The customer shall be liable for third parties who work for the customer in the agency's area of activity or in adjacent areas at the customer's instigation or with the customer's acquiescence in the same way as for vicarious agents. The Agency shall not be responsible to the Customer if it is unable to meet its obligations to the Customer in whole or in part or in good time due to the conduct of one of the aforementioned third parties.

(7) Changes in performance

If the customer wishes to change the contractually agreed scope of the services to be provided by the agency, he shall express this change request to the agency in writing.
After a rough examination of the change request, the agency shall explain to the customer the effects of the change request on the agreements made. If the examination of the change request is associated with a high workload, the agency may demand reimbursement of the costs incurred by the examination.
The contracting parties shall immediately agree on the content of a proposal for the implementation of the change request and attach the result of a successful agreement to the text of the agreement to which the change relates as a supplementary agreement. Mutual confirmation of the amendments by the contracting parties by e-mail shall suffice for this purpose.
If no agreement is reached, the original scope of services shall remain unchanged.

(8) Media monitoring

If commissioned, media monitoring is carried out by an independent media monitoring company (usually Landau Media) for the agreed period.
If a publication is not included in the reading program of the editors of the media monitoring company, the agency will endeavor to include it for the duration of the assignment if the client so wishes and is prepared to bear the additional costs incurred. The client has no right to a corresponding extension of the reading program.
The client receives the results of the media monitoring in the form of so-called clippings.
The agency regularly forwards the clippings to the customer.
The agency does not guarantee that all publications will be covered. The agency does not guarantee the completeness and accuracy of the results of the media monitoring.

(9) Remuneration and payment

Unless otherwise agreed between the parties, the Agency shall be remunerated on the basis of time spent, which shall be invoiced on a monthly basis. Cost estimates or budget plans prepared by the agency are non-binding.
If the customer makes use of a flat-rate offer from the agency, remuneration shall be based exclusively on the agreed flat-rate fees or on a monthly retainer basis.
If third-party services are part of a package offered by the agency, these shall not be shown or charged separately.
Unless otherwise agreed, the invoice shall be issued after completion of the essential work. If it is foreseeable that the completion of this work will be delayed by at least four weeks due to unforeseen events for which the Agency is not responsible, or if the Client requests a later completion date, the Agency shall be entitled to invoice services rendered up to that point in time in an interim invoice.
Flat-rate contracts are billed monthly on a retainer basis.
If the customer is in arrears with payments, the agency reserves the right not to provide further services until the outstanding claims have been settled.
All contractually agreed remuneration is subject to statutory VAT.
The payment term is usually 10 days. Up to 30 days are possible by agreement.

(10) Rights

The Agency shall transfer to the Client all transferable copyright and other rights to publish, reproduce and exploit the services provided under this contract, including all conceivable legal rights to drafts and designs.
Excluded from this transfer obligation are the agency's rights to software programs and to its own planning procedures, methods and forms of presentation based on these, which represent the agency's company-specific know-how.
The agency guarantees that all services received by the customer under this contract are not encumbered with copyrights, ancillary copyrights or other third-party rights and that the customer receives the same free legal position, even if third-party services are affected. Should this exemption not be possible in special cases, the customer must be informed of this in good time before the affected projects and public relations measures are carried out.
The aforementioned transfer of rights or warranty shall be compensated with the other payments to the agency.
All exploitation rights to the clippings supplied by the agency are reserved. Reproductions thereof are only permitted on the basis of a special agreement, unless they are made for the personal or other own use of the customer within the scope of §53 of the German Copyright Act (UrhG).

(11) Term, termination

Fixed-term service contracts end on the agreed date without the need for a notice of termination.
If no other notice period has been agreed for a service contract for ongoing support with a monthly flat fee, this shall be three months to the end of the month.
If a term with automatic renewal has been agreed, the notice period shall be three months before the end of the currently valid contract term.
Extraordinary termination for good cause remains unaffected. Good cause shall be deemed to exist if one of the contracting parties grossly violates its obligations resulting from this contract.
Services that are sent to the customer in the month following termination because they still relate to the service period will be invoiced separately to the customer.

(12) Liability

The agency shall submit the templates it has designed to the customer so that the customer can check the factual information contained therein. If the customer approves the templates, it shall assume sole liability for the accuracy of the factual information.
The agency shall not be liable for the patent, design, copyright and trademark protection or registrability of the advertisements, drafts, concepts, suggestions, proposals, etc. supplied within the scope of the contract.
The customer bears the risk of the legal admissibility of a measure. This applies in particular in the event that measures violate the provisions of competition law, copyright law, data protection law and the special advertising and teleservices laws. The customer may request a legal review of the commissioned service by a lawyer, provided that the customer assumes the associated costs.
The agency is liable for intent and gross negligence. It shall only be liable for slight negligence in the event of a breach of a material contractual obligation (cardinal obligation) and in the event of injury to life, limb or health.
In the event of slight negligence, liability shall be limited to the amount of foreseeable damage that can typically be expected to occur.
The agency's liability is limited to the remuneration agreed in the individual case.
All agreed activities are carried out at the customer's risk.

(13) Non-solicitation clause

The client undertakes not to entice away any employees of the agency or to employ them without the agency's consent for the duration of the cooperation between the parties and for a period of one year thereafter.

(14) Secrecy

The documents, knowledge and experience provided to the other contracting party may only be used for the purposes of this contract and may not be made accessible to third parties unless they are intended to be made accessible to third parties or are already known to the third party. Third parties do not include auxiliary persons such as freelancers, subcontractors, etc. who are called in to carry out the contractual relationship.
In addition, the contracting parties agree to maintain confidentiality regarding the content of this contract and the knowledge gained during its execution.
The Agency undertakes to keep confidential all business and trade secrets of the Customer of which it becomes aware in the course of its cooperation with the Customer. This confidentiality obligation shall apply beyond the term of this contract. The Agency shall ensure that a corresponding confidentiality obligation is agreed with its employees and other vicarious agents.
If a contracting party so requests, the documents provided by it, such as strategy papers, briefing documents, etc., must be returned to it after termination of the contractual relationship, unless the other contracting party can assert a legitimate interest in these documents.
Press releases, information etc. in which one contracting party refers to the other are only permitted after prior agreement - also by e-mail.

(15) Other

The Agency may name the Client as a reference client on its website or in other media. It may also publicly reproduce or refer to the services provided for demonstration purposes, unless the client can assert a contrary legitimate interest.

(16) Final provisions

All amendments and additions to contractual agreements must be recorded in writing for verification purposes. Notices of termination must be made in writing. Notifications that must be made in writing may also be made by e-mail.
Should individual provisions of these General Terms and Conditions be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. In this case, the parties shall replace the invalid provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision. The same applies to any loopholes in the agreements.
The customer's general terms and conditions shall not become part of the contract.
The law of the Federal Republic of Germany shall apply to the exclusion of international private law and the UN Convention on Contracts for the International Sale of Goods.
The exclusive place of jurisdiction for all legal disputes arising from or in connection with this contract is Munich, provided that the customer is a merchant or has no general place of jurisdiction in Germany.