- These general terms and conditions of business apply between Bettertrust GmbH (hereinafter “contractor”) and the respective client (hereinafter “client”) (hereinafter jointly “the parties”).
- All contracts for services between the contractor and the client are exclusively subject to the following general terms and conditions, unless otherwise expressly agreed in writing. Deviating terms and conditions stipulated by the customer as well as any and all changes or additions to these general terms and conditions are only valid if, and insofar as, they are recognized and agreed by the contractor in writing.
- These general terms and conditions represent a framework contract. The service provided by the contractor is to be provided in accordance with this framework contract on the basis of a separate, individual or long term mandate from the client (hereinafter “specific advertising measure”).
2. SCOPE OF SERVICE AND CONTRACT AWARD
- The contractor offers his services in the field of press and public relations work as well as image and reputation management.
- The basis of the business relationship is the specific advertising activity. The scope of services and the remuneration are recorded therein. The subject matter is the agreed service described in the specific advertising activity, but not the achievement of a specific economic result. Success in performance is neither agreed nor owed unless otherwise agreed in writing.
When arranging media contacts (hereinafter “partners”), the contractor does not guarantee the publication of a contribution nor its design and content.
- The contractor submits the specific advertising activity in draft form to the client for approval. The client must check the factual information. The mandate is carried out with best possible care and attention. The contractor’s obligation to perform ends with the approval of the service by the client. After approval, the client can no longer demand a recall or an omission of the specific advertising activity from the contractor.
- The contractor is entitled to have services provided by third parties before and after the approval without requiring the consent of the client.
- The contractor is at no time obliged to the client, not even at his request, to disclose the identity of the partners or third parties that the contractor uses to achieve the specific advertising measure, in particular not to release the contact details of the partner or third party.
3. COMPENSATION, INVOICE, TERMS OF PAYMENT
- The remuneration is determined according to the agreement on the specific advertising activity. Unless other terms of payment have been agreed, payment shall be made within 10 days of invoicing without deduction.
- All prices are net prices and do not include the statutory sales tax. The client bears other charges, even if they are subsequently levied.
- The customer may only offset against the contractor’s claims for remuneration with undisputed or legally established claims. The customer can only assert a right of retention in cases of undisputed or legally established claims.
4. WARRANTY AND LIABILITY
- After the specific advertising activity has been submitted or transferred to third parties or partners, the contractor is no longer responsible for it; the risk of the change then passes to the customer. The contractor is not responsible for ensuring that the client can be found through the specific advertising activity via the common search engines (e.g. Google, Bing).
- In particular, the contractor is not liable for changes to the approved specific advertising activity that occur after transfer to a partner. Subsequent changes to the specific advertising activity, for which the contractor is not liable, are in particular changes to the content, inappropriate representations, limited time availability, different industry allocation or categorization, loss of visibility due to removal of the contribution, regardless of the reason (e.g. insolvency, relaunch), and similar changes.
- With the approval and transfer, the client’s right to correction of the specific advertising activity expires. If the client wishes a correction, the contractor will endeavor to bring about the desired correction. A guarantee of success is neither assured nor owed by the contractor.
- The contractor is not liable for damage caused by or after the transfer of the specific advertising activity to a partner. The client is aware that the contractor’s obligation to perform is completed with the transfer to a partner; no further elements are under the control or jurisdiction of the contractor. This also applies in particular should the client no longer wish publication after release and transfer to a partner, for whatever reason.
- The contractor is liable in cases of intent or gross negligence according to the statutory provisions. The contractor is only liable for slight negligence in accordance with the provisions of the Product Liability Act, for injury to life, limb or health or for breach of essential contractual obligations. However, the claim for damages for the slightly negligent breach of essential contractual obligations is limited to the foreseeable damage that is typical for the contract, insofar as there is no liability for injury to life, limb or health. The contractor is liable to the same extent for the fault of vicarious agents and representatives. Liability for third parties is not accepted.
- Under no circumstances shall the contractor be liable for damage, if this is based on a mandatory instruction from the client. Furthermore, the contractor is not liable for measures taken by the client without consulting the contractor.
- The review of the legal situation, in particular in the area of copyright, competition, trademark protection, patent and trademark law, is not the task of the contractor. The contractor is therefore not liable for the legal admissibility of the content and/or the design of the specific advertising measure. The same applies to liability for errors resulting from documents provided by the customer.
- Printing errors or transmission errors for which the agency is not at fault and which entitle the agency to challenge or dispute shall not constitute grounds for the contractor to claim damages as a result of said challenge or dispute.
5. TERM / TERMINATION
- Long-term contracts can be terminated by either party giving notice by December 1st of a calendar year, such termination becoming valid at the end of the same calendar year. In the event of this notice not being given, the contract is extended by a further calendar year.
- Long-term contracts can be terminated extraordinarily without observing a period of notice for good cause. Good cause is justified if, in particular:
- the initial or framework conditions have changed in an unacceptable manner (the unacceptability must be explained in detail by the declarant),
- insolvency proceedings are opened over the assets of a contractual partner or insolvency proceedings are about to be opened,
- the client is in arrears with the payment of at least two monthly amounts,
- a contracting party does not provide the service specified in the contract, (unless it is a negligible partial or ancillary service), e.g. if the contractor does not comply with the agreed number of specific advertising activities (three consecutive months are the representative period to be evaluated).
- The notice of cancellation must be made by registered letter. A refund of services received is expressly precluded.
1. PRINCIPLES OF COOPERATION
- The parties undertake to treat the content of the cooperation as strictly confidential and to maintain secrecy about all related information.
- The parties undertake to inform each other immediately of any circumstances that could be of importance for the implementation of this cooperation.
- If a contractual partner uses third parties to fulfill its contractual obligations, it must obligate them to the same degree of confidentiality and good conduct as described above.
- Irrespective of this, the contractor is entitled to use the name and logo of the customer as a reference for his own advertising purposes and for his own external presentation, provided that the customer does not object to such use. The objection can be declared in writing to the contractor at any time.
2. JURISDICTION, GOVERNING LAW, SEVERABILITY
- The place of jurisdiction for all disputes between the client, who is a merchant, and the contractor, is the contractor’s registered office
- Governing law is the statutes of the Federal Republic of Germany, excluding German international private law and the UN Sales Convention
- Should a provision of these General Terms and Conditions be or become invalid, the remaining provisions shall not be affected. Instead of the invalid provision, the statutory provisions apply, Paragraph 306 Clause 2 BGB.
Current as of: May 2020