General Terms and Conditions

I. DEFINITIONS AND SCOPE OF APPLICATION

These General Terms and Conditions apply to camgula GmbH. The terms „contract“, „agency“, and „client“ are to be understood in a commercial sense. „Contract“ refers to the contractual relationship regardless of the specific type of contract, „agency“ to the party responsible for providing the principal service, and „client“ to the party entitled to receive the principal service and obliged to pay the remuneration.

Deviating terms and conditions of the client shall only be valid if the agency has expressly acknowledged them in writing.

II. DATES AND DELIVERY DEADLINES

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

The agency shall not be liable for delivery delays resulting from the client failing to fulfil necessary obligations to cooperate.

If the client is in default of acceptance or culpably breaches other duties to cooperate, the agency shall be entitled to demand compensation for the damage incurred, including any additional expenses. Further claims remain reserved.

III. SCOPE OF SERVICES, REMUNERATION

The scope of the individual services as well as the remuneration owed shall result from the agency’s service description. If no remuneration is specified for a service, the agency’s price lists valid at the time of commissioning shall apply. Additional effort by the agency, particularly due to the client’s requests for changes or additions, will be invoiced as additional effort according to the agreed hourly rates or, alternatively, based on the agency’s current price list at the time of commissioning.

The client shall bear the damage caused by incorrect, subsequently corrected, or incomplete information provided by the client that results in the work having to be repeated or delayed, provided the client is responsible for such damage.

The agency may have the services it owes provided by third parties as subcontractors. The client may only reject such a third party if there is a substantial reason concerning the person of the third party.

If the client terminates an order that has been approved or commissioned with the agency, 50% of the order amount shall become due. In the case of a time-based agreement, 100% of the order amount shall become due.

The agency shall only be responsible for checking the legal admissibility of advertising (especially competition law, trademark law, food and drug law) if this has expressly been made part of the contract. If the client commissions the agency with these services, the client shall bear the resulting fees and costs of the agency and third parties (lawyer, authorities, etc.) at standard market rates, unless otherwise agreed.

The agency is not obliged to check the accuracy of factual statements about the client’s products and services provided or approved by the client for advertising purposes.

The agency’s services shall be deemed to have been rendered in accordance with the contract even if they are not capable of registration or protection (e.g., patents, trademarks, copyrights), unless expressly agreed otherwise. The agency is not obliged but is entitled to apply for intellectual property rights for its services.

For review and approval, the agency shall submit all drafts to the client before publication. The client assumes responsibility for the correctness of content, image, sound, and text upon approval.

A monthly time allotment must always be fully compensated, even if the recipient/client does not fully utilize it.

IV. PRODUCTION MONITORING (AWARDING, COORDINATION, AND MONITORING OF ADVERTISING MATERIAL PRODUCTION)

As part of production monitoring, the agency selects suitable advertising material manufacturers and issues production orders after approval by the client in text form. Individual orders of up to a maximum of EUR 2,000 do not require client approval. The placement of orders with advertising material manufacturers shall be in the name and on account of the client, unless otherwise expressly agreed in text form.

The agency coordinates the production process and monitors the services and invoices of the manufacturers.

For production monitoring as per items IV.1 and 2, the agency receives an agency fee amounting to 15% of the net value of the advertising manufacturers’ invoices. The agency fee is due upon billing of the manufacturer’s services.

If, by way of exception, the agency places production orders in its own name and on its own account based on an express agreement with the client, all third-party costs incurred shall be passed on to the client. For production orders from an estimated value of EUR 5,000, the agency is entitled to demand immediate advance payments up to the gross order value.

V. LIABILITY, WARRANTY

The agency is liable in cases of intent and gross negligence in accordance with legal provisions. Liability for warranty claims is limited to 12 months from delivery.

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

In the case of liability for slight negligence, liability is limited to damages that are foreseeable and typical for this type of contract.

The above limitations of liability and the shortened warranty period do not apply in cases of guaranteed characteristics, fraud, injury to life, body, or health, legal defects, or liability under the Product Liability Act.

The client may not claim damages resulting from an annulment due to errors or transmission mistakes not attributable to the agency.

VI. ACCEPTANCE

If the agency owes a specific work result (e.g., design), the client is obligated to accept it. Acceptance is deemed to have taken place if it is not declared or refused within seven days of delivery, provided the work result substantially complies with the agreements. In the case of significant deviations, the agency shall rectify these deviations within a reasonable period and resubmit the work for acceptance. Acceptance is considered granted at the latest upon payment or use of the work.

VII. INVOICE, PRICE, PAYMENT, PAYMENT TERMS

The agency invoices its services immediately after delivery.

Unless otherwise agreed, payment shall be made within 14 days of invoice date without deduction.

All prices are net prices plus statutory VAT. Customs duties, fees, and other charges, as well as the artists‘ social security contribution, shall be borne by the client, even if they are levied retroactively.

The client may only offset payment claims of the agency with undisputed or legally established counterclaims. The client may assert a right of retention only in the case of undisputed or legally established claims.

VIII. EXPENSES

Each party bears its own costs for postage, telephone, and fax incurred in business transactions with the other party.

Travel expenses shall be charged to the client as follows:

Third-party costs: according to receipts,

Hourly effort: see current standard price list,

Travel costs by private car: EUR 0.80/km.

All other costs such as attorney fees, courier charges, transportation costs for preparation and supervision of advertising material production, as well as color copies and color prints ordered by the client, shall be charged to the client according to receipts.

IX. COPYRIGHT USAGE RIGHTS / PERFORMANCE PROTECTION RIGHTS

Unless otherwise specified in the service description, the client acquires the necessary usage rights for the advertising materials designed by the agency for the duration of the agency agreement, but at least for six months after acceptance, upon full payment. The usage rights are limited to the territory of the Federal Republic of Germany. Editing or content modification of the advertising materials is only permitted with prior consent of the agency. Sub-licensing or transfer of usage rights to third parties by the client requires prior written consent of the agency.

If usage or exploitation rights (e.g., photo, film, copyright, GEMA rights) or third-party consents (e.g., personal rights) are required for the creation or implementation of the agency’s work, the agency is not obliged to obtain such rights. Claims according to §§ 32, 32a of the Copyright Act shall be borne by the client.

The agency does not assume any liability that the advertising materials and work results it delivers are free from third-party rights.

The agency may use the advertising materials it has designed for self-promotion on its website and on CD-ROMs created for self-promotional purposes without any time limitation. This right also extends to other companies and brands of the MULTERER group.

Usage rights for rejected or unexecuted drafts remain with the agency. This also applies to services not subject to statutory protection, particularly copyright.

Remuneration for drafts, final artwork, and assignment of usage rights shall be based on the current version of the fee agreement for design services (SDSt/AGD), unless otherwise agreed. Drafting alone is subject to a charge unless otherwise expressly agreed in writing. All agency services are exclusive of statutory VAT.

If the agency’s services are used to a greater extent than originally agreed, the agency may demand the difference between the fee determined based on SDSt/AGD and the originally agreed fee.

X. FINAL PROVISIONS

The invalidity of individual provisions shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a provision that most closely reflects the economic intent of the original provision.

Jurisdiction for all disputes between the client, who is a merchant, and the agency is the agency’s place of business – i.e., Koblenz.

Only the law of the Federal Republic of Germany applies, excluding German international private law.