TERMS AND CONDITIONS

General terms and conditions of Schröder+Schömbs Public Relations GmbH

As of June 1, 2021

• general

1. These general terms and conditions (hereafter”TERMS AND CONDITIONS“) apply to all contracts between Schröder+Schömbs Public Relations GmbH, Torstraße 107, 10119 Berlin, registered in the commercial register at the Berlin District Court (Charlottenburg) under HRB 45908 B (hereinafter also:”we“/”us“) and its customers (hereinafter:”customer“) with regard to their commissioning of consulting, conception, design, coordination, project management and implementation services; this includes in particular the areas of PR and image campaigns, events, marketing concepts and advertising and communication measures. Unless otherwise agreed, our terms and conditions apply in the version valid at the time the customer was commissioned or in any case in the version last notified to him in text form as a framework agreement for similar future contracts, without us having to refer to the terms and conditions again in each individual case. The customer and we will also work together in the following”parties“called.
2. These terms and conditions apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the customer will only become part of the contract if and to the extent that we have expressly agreed to their validity. This consent requirement applies in any case, for example even if we provide the services to the customer without reservation in accordance with the customer's general terms and conditions.
3. References to the validity of legal regulations are only for clarification purposes. Even without such clarification, the statutory provisions therefore apply insofar as they are not directly amended or expressly excluded in these terms and conditions.

• Offer, subject matter of contract

1. Our offers are always subject to change. Unless otherwise stated in the offer, we are bound to an offer for a period of 14 days. Verbal or telephone agreements on the content of services that are not expressly confirmed by us in text form are considered confirmation upon invoicing.
2. Individual agreements made with the customer in individual cases (including ancillary agreements, additions and amendments) always take precedence over these terms and conditions. A written contract or written confirmation by us is decisive for the content of such agreements.
3. Unless otherwise agreed, our services are provided on the basis of the concept presented by the customer beforehand. This correctly, completely and conclusively describes the scope of services to be provided by us.
4. If customer briefings are reproduced in writing, they are considered to be the correct and exclusive basis for information and work upon presentation to the customer, unless the customer has objected to this in writing immediately, no later than three days after receipt.

• Approval, changes to the order

1. If we have to create a concept for the services to be provided after the order has been placed, we will leave this to the customer for review in order to determine whether his wishes and needs are reflected in the concept. The customer declares the approval of the concept in writing within a review period of 7 working days, which is therefore a binding basis for the services to be provided therein. Approval is considered declared when we ask the customer for approval after the review period has expired, with the information that the design will become binding, and the customer does not raise any objections.
2. If the customer wishes to change order components after the order has been placed, this requires our consent. We are obliged to agree to changes, provided that implementation is possible within the agreed service period and the additional costs resulting from the order change are reasonable. We reserve a reasonable amount of time for this, during which we can check the effects of order changes on compliance with deadlines and cost calculation. If approved, we are entitled to demand an adjustment of the remuneration appropriate to the change.
3. Order changes must always be made by the customer in writing and are only effective if they have been confirmed by us in writing.

• Order execution

In principle, we are entitled to have services carried out by third-party companies within the scope of the orders placed. The costs of the assignment, including any contributions to the Künstlersozialkasse (KSK), must be borne or reimbursed by the customer if such costs are paid by us.

• Prices/terms of payment

1. The prices are net prices and are exclusive of the applicable sales tax. Our prices are only valid for the respective individual order and are exclusive of necessary courier, travel and accommodation costs; these costs are calculated separately.
2. Payments are due immediately after invoicing, without any deductions. They are always charged against the oldest outstanding invoice.

• Performance time, service processing

1. Deadlines for deliveries and services are only considered binding with the customer if they have been expressly confirmed as binding by us in writing.
2. Compliance with the performance obligation requires the timely and proper fulfilment of the customer's obligations.
3. Agreed delivery and service deadlines are extended by the period in which we are prevented from providing the service due to circumstances for which we are not responsible. The same applies to the period in which we wait for information or cooperation from the customer.
4. Serious events, such as in particular force majeure, pandemics, industrial disputes, unrest, military or terrorist conflicts, which have unforeseeable consequences for the performance of benefits, release the parties from their performance obligations for the duration of the disruption and to the extent of its effect, even if they are in default. This does not involve automatic contract termination. The parties are obliged to notify themselves of such an impediment and to adjust their obligations to the changed circumstances in good faith.
5. If we are in default, we are only liable for such damage that is the result of grossly negligent or intentional conduct on our part.

• Customer's obligations to cooperate

1. For the execution of the contract, the customer will immediately and completely hand over necessary documents, materials, content and information, such as data, moving and still images, illustrations, graphics, logos, proofread texts, etc. in accordance with more detailed specifications in formats and qualities to be agreed; if the customer does not provide this to us in the agreed form and quality, the corresponding additional costs will be charged separately.
2. The customer ensures that the services provided in accordance with Section 7.1 are free from third-party rights and indemnifies us in this regard from all third-party claims arising in this connection, including the costs of legal defense.
3. If orders are to be executed by the customer, the customer will provide us with the necessary workplaces and work equipment.
4. In addition, the customer will create all conditions necessary for the execution of the order. If the customer does not comply with these obligations to cooperate despite a reminder and setting a deadline, we are entitled to cancel the contract.
5. For the duration of the services to be provided by us, the customer will appoint a suitably qualified contact person for all questions relating to the commissioned project, who will be entitled to decide on all contractual matters, in particular the adjustment of the contract.

• termination

1. The customer is entitled to cancel contracted services at any time. If the customer terminates the contract prematurely or terminates extraordinarily for an important reason for which we are not responsible, we have the right to bill for services already provided in full and to demand the agreed remuneration for services not provided, but minus expenses saved as a result of the termination of the contract. With regard to services not yet provided, we are alternatively entitled to claim a flat rate of 15% on the pro rata services not provided, instead of a specific calculation of the remuneration. The customer reserves the right to prove that we have incurred lower expenses.
2. Termination must be made in writing.

• Acceptance

If we provide acceptable services to our customer or if such services have been agreed upon, the customer will declare acceptance immediately after completion of the service. Unless the customer has complained in writing about significant defects contrary to acceptance within 8 calendar days of presentation of the service, the service provided is considered accepted.

• Warranty/liability

1. We will immediately correct any errors in services provided. A reduction in the fee or the implementation of a replacement by the customer is only possible if we refuse to correct the defect despite the fact that the claim for rectification of the defect is due or if at least two attempts to correct the defect have failed.

1. We are only liable to the customer for damages in the event of gross negligence, intent and if we have negligently breached a cardinal obligation or an essential contractual obligation. A “cardinal obligation” and “essential contractual obligations” are obligations whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the customer regularly trusts and may rely. In the event of negligent breach of a cardinal obligation, the obligation to pay compensation is limited to foreseeable damage typical of the contract. Liability for lost profit is excluded. The same applies insofar as we are responsible for a breach of contract by contracted subcontractors. We are fully liable for all damages that are based on an intentional or grossly negligent breach of duty, or represent an injury to life, limb or health.
2. We ensure that the service results we provide are free from third-party property rights and that no third party rights will restrict or exclude contractual use.
3. The parties are obliged to immediately notify the other contractual partner in writing if claims are made against them due to infringement of property rights or competition violations. They must act in agreement with each other in disputes with third parties.
4. We are not liable for measures suggested by the customer and about which we raise concerns with the customer. The final decision and the associated liability then lie with the customer.

• Retention of title

The order result delivered by us and the corresponding rights of use thereto remain our property until full payment of all outstanding or pending claims arising from the business relationship with the customer, regardless of the type and legal basis. If the invoice is current, the reserved property is considered as security of the balance claim.

• Rights of use and exploitation, copyright notice

1. The customer receives non-exclusive and non-transferable rights of use and exploitation of our services for the contractually agreed purpose, subject to the suspensive condition of full payment for the commissioned service. The application of the provisions of the Copyright Act applies between the customer and us even if the amount of creation required under the Copyright Act in accordance with § 2 UrhG does not apply to services provided by us. We have the right to inform the customer about the extent of use of the service results.
2. The customer is not entitled to any rights of use and exploitation of presentations, ideas or concepts presented to the customer that are not the subject of remunerated services or order results.
3. We are entitled to keep a copy of the service results for archiving purposes and to name this as a reference project with information from the customer to third parties. Insofar as we develop services or partial services with intellectual property rights as part of our services for the customer, we have the right to name the author. In this respect, we are entitled, after consultation with the customer, to apply a copyright notice in the usual form and design of the service result.

• Data protection

1. The parties comply with the relevant data protection regulations.
2. Insofar as we come into contact with the customer's personal data, the prior conclusion of a written agreement for order processing in accordance with Art. 28 of Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data (General Data Protection Regulation — GDPR) is necessary. In this case, we will provide the customer with such an agreement. In any case, we will only process personal data within the meaning of the GDPR and the Federal Data Protection Act (BDSG) as directed by the customer. In any case, the customer remains responsible for any personal data we may process as part of the performance of the contract. The customer remains solely responsible for the admissibility of data processing carried out in accordance with instructions.

• secrecy

The parties agree to keep secret all information and documents received or known to them from the other contractual partner in the context of the performance of the contract and described as confidential. The parties store and secure these items in such a way that misuse by third parties is excluded.

• Set-off and withholding rights

1. Until full payment of the compensation due to us, we are entitled to withhold all documents provided to us.
2. Our customer is only entitled to offset counterclaims if these counterclaims have been legally established or have been acknowledged by us without dispute. The same conditions apply for asserting any retention rights.

• miscellaneous

1. Berlin is the place of jurisdiction for all disputes arising from the contractual relationship, to the extent permitted by law. We are also entitled to sue at the customer's place of business. The place of fulfilment is the registered office of Schröder+Schömbs Public Relations GmbH.
2. German law applies to all claims arising from the contract, excluding the UN sales law.
3. Amendments and additions to the contractual agreements and the regulations made in these terms and conditions must always be made in writing. This also applies if this written form requirement is waived. The parties agree that the transmission by fax and e-mail meets the written form requirement, provided that their receipt can be proven.
4. Should individual provisions be ineffective or unenforceable, this shall not affect the validity of the remaining provisions. Instead of the invalid or unenforceable provision, what comes closest to the economic objective of this provision in a admissible manner is considered agreed.