General Terms and Conditions of Alexander Dort GmbH

(hereinafter referred to as the Agency)

Status 01 March 2022

Please note: This translation into English is offered exclusively as a service for customers who are not proficient in the German language. The current German version of these General Terms and Conditions is the only legally binding version.

1. General

These "General Terms and Conditions" shall apply exclusively to all transactions between the Customer and the Agency. Conflicting terms and conditions of the Customer shall only be effective if they are expressly recognised by the Agency in writing.

Agreements deviating from or supplementing these "General Terms and Conditions" must be made in writing.

Should individual provisions of these "General Terms and Conditions" be invalid, this shall not affect the binding nature of the remaining provisions and the contracts concluded on the basis thereof. The invalid provision shall be replaced by a valid provision which comes as close as possible to the meaning and purpose of the invalid provision.

2. Conclusion of contract

The Agency's offers are subject to confirmation. The Client shall be bound by his order for a fortnight from the date of its receipt by the Agency. Orders from the Client shall only be deemed to have been accepted by written confirmation of the order by the Agency, unless the Agency indicates that it accepts the order, for example by taking action on the basis of the order.

3. Performance and fee

Unless otherwise agreed, the Agency's fee claim for each individual service shall commence as soon as the service has been rendered. The Agency shall be entitled to demand advance payments to cover its expenses. The monthly subscription packages offered by the Agency are generally payable in advance on the first of each month.

For the services rendered in the case of advertising budget management, the Agency shall receive a fee in the amount of 15% of the advertising budget handled through it.

All services of the agency which are not expressly compensated by the agreed fee shall be remunerated separately. This shall apply in particular to all ancillary services rendered by the Agency.

All cash expenses incurred by the Agency that go beyond the normal course of business (e.g. for messenger services, extraordinary shipping costs or travel) shall be reimbursed by the Client. Cost estimates by the Agency shall in principle be non-binding. If it is foreseeable that the actual costs will exceed those estimated in writing by the Agency by more than 20 per cent, the Agency shall draw the Customer's attention to the higher costs. The cost overrun shall be deemed to have been approved by the customer if the customer does not object in writing within three days of this notification and at the same time discloses less expensive alternatives.

The Agency shall be entitled to appropriate remuneration for all work by the Agency which is not carried out for whatever reason. On payment of this remuneration, the customer shall not acquire any rights to this work; rather, concepts, drafts, etc. that have not been executed shall be returned to the Agency without delay.

4. Term and notice periods of time quota subscriptions

The Agency also offers all services offered as time contingent subscriptions on an hourly basis. Through all these staggered subscription packages, the customer acquires a provision of predefined time quotas per month. This includes all services offered by the agency, insofar as these are required for the implementation of the client's orders. Costs exceeding the offered services, e.g. for fees of other artists, photographers and other service providers, hosting costs for websites, travel and accommodation costs as well as unforeseen services are not included in these packages and will be charged according to expenditure and separate offer. Unused working hours in these subscription quotas expire at the end of the respective month. All time quota subscriptions on a monthly basis can be cancelled by both contracting parties with 14 days' notice to the end of the current month to the end of the following month.

Furthermore, the Agency also offers these monthly time quota subscriptions as discounted annual subscriptions with payment on an early monthly basis. When concluding an annual subscription, the agency waives the costs for one month for the customer in the amount of the booked monthly package. Thus, the last month is not charged when booking the annual subscription. The notice period for annual subscriptions is three months to the end of the current annual subscription period.

All time account subscriptions are concluded for an indefinite period of time and are automatically extended by the booked contract period after expiry of the booked contract period.  

5. Presentations

The Agency shall be entitled to an appropriate fee for participation in presentations, which shall at least cover the Agency's entire personnel and material expenses for the presentation as well as the costs of all external services. If the Agency does not receive an order after the presentation, the Agency's services, in particular the presentation documents and their content, shall remain the property of the Agency; the customer shall not be entitled to make further use of them - in whatever form; the documents shall rather be returned to the Agency without delay.

If the ideas and concepts contributed in the course of a presentation for the solution of communication tasks are not utilised in advertising material designed by the Agency, the Agency shall be entitled to use the ideas and concepts presented elsewhere.

The transfer of presentation documents to third parties as well as their publication, duplication, processing or other dissemination shall not be permitted without the express consent of the Agency.

6. Property rights and copyright protection

All services rendered by the Agency, including those from presentations (e.g. suggestions, ideas, sketches, preliminary drafts, scribbles, final drawings, concepts, negatives, slides), including individual parts thereof, shall remain the property of the Agency, as shall the individual workpieces and design originals, and may be reclaimed by the Agency at any time - in particular upon termination of the Agency contract. By paying the fee, the client shall only acquire the right of use (including reproduction) for the agreed purpose and to the agreed extent of use.

In the absence of an agreement to the contrary with the Agency, the Client may only use the Agency's services himself, exclusively in Germany and only for the duration of the Agency contract.

In the event of seizure or other intervention by third parties, the Customer shall notify the Agency in writing without delay so that the Agency can file a third-party action in accordance with § 771 of the German Code of Civil Procedure (ZPO). Insofar as the third party is not in a position to reimburse the Agency for the court and out-of-court costs of an action pursuant to § 771 ZPO, the Customer shall be liable for the loss incurred by the Agency.

Changes to services of the Agency by the Customer shall only be permissible with the express consent of the Agency and - insofar as the services are protected by copyright - of the originator. The Agency's consent shall be required for the use of the Agency's services that goes beyond the originally agreed purpose and scope of use - irrespective of whether these services are protected by copyright. The Agency and the author shall be entitled to a separate appropriate remuneration for this; appropriate shall in principle be the fee stipulated in the Agency agreement, but at least in the amount of 7.5% of the remuneration paid by the customer to the third parties commissioned with the production, distribution or publication of the advertising material.

The Agency's consent shall also be required for the use of the Agency's services or of advertising materials for which the Agency has prepared conceptual or design templates after the expiry of the Agency agreement - irrespective of whether these services are protected by copyright.

In return, the agency shall be entitled to the full entitlement of the agency remuneration agreed in the expired contract, as a rule 15 %, in the 1st year after the end of the contract. In the 2nd or 3rd year after expiry of the contract, only half or a quarter of the remuneration agreed in the contract. From the 4th year after the end of the contract, no more agency remuneration shall be payable.

7. Labelling

The Agency shall be entitled to refer to the Agency and, if applicable, to the originator on all advertising material and in all advertising measures, without the Customer being entitled to any remuneration for this.

8. Approval

All services rendered by the Agency (in particular all preliminary drafts, sketches, final artwork, brush proofs, blueprints, colour proofs, ...) shall be checked by the Client and approved within two days. If they are not released in time, they shall be deemed approved by the customer.

The customer shall in particular have the legal admissibility of the agency services checked, especially the admissibility under competition and trademark law. The Agency shall arrange for an external legal review only at the written request of the Client; the associated costs shall be borne by the Client.

9. Deadlines

The Agency shall endeavour to meet the agreed deadlines. However, failure to meet the deadlines shall only entitle the Client to assert the rights to which he is entitled by law if he has granted the Agency a period of grace of at least 14 days. This period shall commence with the receipt of a reminder letter by the Agency.

An obligation to pay damages under the title of default shall only exist in the event of intent or gross negligence on the part of the Agency. Unavoidable or unforeseeable events - in particular delays on the part of the Agency's contractors - shall in any case release the Agency from compliance with the agreed delivery date.

10. Payment

The Agency's invoices shall be due promptly net cash without any deductions from the date of invoice, unless otherwise agreed. In the event of late payment, interest on arrears at the current rate of 12% p.a. shall be deemed to have been agreed. Delivered goods shall remain the property of the Agency until payment has been made in full.

The customer may only offset or assert a right of retention with undisputed or legally established claims.

11. Warranty and compensation

The customer shall assert and justify any complaints in writing within three days of performance by the Agency. In the case of justified and timely complaints, the customer shall only have the right to improvement of the service by the Agency.

Claims for damages by the customer, in particular due to delay, impossibility of performance, positive breach of contract, culpa in contrahendo, defective or incomplete performance, consequential harm caused by a defect or due to unlawful acts shall be excluded, unless they are based on intent or gross negligence on the part of the Agency.

The Agency shall not assume any liability for the Client's documents provided to it for processing.

12. Liability

The Agency shall carry out the work entrusted to it in compliance with generally recognised legal principles and shall inform the Client in good time of any significant risks recognisable to it. However, the Client shall be responsible for compliance with the statutory provisions, in particular those relating to competition law, even in the case of advertising measures proposed by the Agency. He shall only release an advertising measure proposed by the Agency (a trademark proposed by the Agency) when he himself has ascertained that it is unobjectionable under competition law (trademark law) or when he is prepared to bear the risk associated with the implementation of the advertising measure (the use of the trademark) himself.

Any liability of the Agency for claims made against the customer on the basis of the advertising measure (the use of a trademark) shall be expressly excluded if the Agency has fulfilled its duty to inform; in particular, the Agency shall not be liable for legal costs, the customer's own lawyer's fees or the costs of publishing judgements as well as for any claims for damages or similar claims of third parties.

In the event that a claim is made against the Agency itself due to the implementation of an advertising measure (the use of a trademark), the Customer shall indemnify and hold the Agency harmless: the Customer shall thus compensate the Agency for all financial and other disadvantages (including immaterial damages) incurred by the Agency as a result of a claim by a third party.

13. Applicable law

The legal relationship between the Client and the Agency shall be governed exclusively by German law.

14. Place of fulfilment and jurisdiction

The place of performance shall be the Agency's registered office.

The place of jurisdiction for all disputes arising directly or indirectly between the Agency and the Customer shall be the German court with local and subject-matter jurisdiction for the Agency's registered office.

However, the Agency shall also be entitled to call upon another court with jurisdiction over the Customer.

15. Severability clause

These General Terms and Conditions are intended to regulate all matters relating to the Agency's services. Should one or more policies of these Terms and Conditions be contrary to applicable law, invalid or unenforceable, that policy shall be treated independently of the other policies and will not affect the legal validity of the other policies and terms.