Dr. Hoffmann Signis

General Business Terms

General Business Terms Dr. Hoffmann SIGNIS Agentur für Marken-Kommunikation GmbH

1. Object of the General Business Terms

The object of the following General Business Terms is the contractual regulation of the cooperation with Dr. Hoffmann SIGNIS Agentur für Marken-Kommunikation GmbH (hereinafter referred to as SIGNIS), which takes place in the fields of marketing consultancy, creation and planning for companies or other customers.

2. Presentations

The development of conceptual and creative proposals by SIGNIS with the aim to conclude contracts with the communications providers is carried out, irrespective of regulations which deviate in an individual case, against payment of the fee agreed with the customer for this purpose (presentation fee).

Each, also partial use of SIGNIS with the aim to conclude a contract for presented or handed over work and services (presentation), albeit protected under copyright law or not, requires the prior consent of SIGNIS. This shall also apply to the use in a changed or edited form and to the use of the ideas upon which our work and services are based, insofar as these were not reflected in the previous advertising means of the customer.

Originator use and property rights to the work submitted by SIGNIS within the framework of the presentation shall also remain with SIGNIS with the charging of a presentation fee.

If work submitted within the framework of the presentation is subsequently used within the framework of a contractually stipulated cooperation and thus paid in full as agreed, the originator use and property rights shall pass to the customer according to Subclause 9.

3. Loyalty and commitment to the customer

The loyalty and commitment towards its customer obliges SIGNIS to an objective consultancy solely oriented to the objective of the customer. This in particular relates to questions of the use of media and the selection of third parties and persons by SIGNIS, e.g. in the field of the production of advertising means. Insofar as the customer has not explicitly reserved a right to co-determination the selection of third parties shall be carried out by complying with the principle of a balanced relationship of cost effectiveness and best possible success within the meaning of the advertiser.

4. Processing of orders

4.1 Minutes of meetings transmitted by SIGNIS are binding if the customer does not object immediately after receipt.

4.2 Templates, files and other work equipment (in particular negatives, models, original illustrations and similar items), which SIGNIS has created or has had created in order to provide the service owed according to the contract shall remain the property of SIGNIS. There is no obligation to hand these over. SIGNIS is not obliged to store such items.

5. Delivery, delivery deadlines

5.1 The delivery obligations of SIGNIS have been satisfied as soon as the work and services of SIGNIS have been sent. The risk of the transmission (for example damage, loss, delay), no matter with which medium these are transmitted, shall be borne by the customer.

5.2 Delivery deadlines are only binding if the customer has properly satisfied possible obligations to provide assistance (for example procurement of documents, releases).

5.3 Templates and blueprints made available by SIGNIS shall only be binding according to the colour image or sound design if their corresponding possibility for realisation is confirmed by SIGNIS in writing.

5.4. If SIGNIS has informed the customer about any legal misgivings with the processing of the order and if the customer nevertheless insists on the execution SIGNIS shall not be liable for thus suffered damages. In these cases the customer shall indemnify SIGNIS from claims of third parties at first request.

5.5. If SIGNIS considers the legal examination of a measure by a specially qualified person to be necessary the customer shall bear the costs incurred for such a measure – after coordination.

6. Terms of payment

6.1 Agreed prices are net prices to which the respective applicable value added tax will be added. Contributions to the artists’ social security fund, customs duties or other, also subsequently incurred, duties will be further charged to the customer.

6.2 With advertising mediation the prices submitted to the customer and approved by the customer on the day when the cost estimate is submitted are binding.

6.3 Until the full payment of all invoices relating to the order SIGNIS shall receive the property to all documents and objects which were handed over. Rights to services of SIGNIS, in particular rights of use under copyright law as well as the property to documents and objects which were handed over shall only pass to the customer with the full payment of all invoices relating to the order.

7. Non-disclosure obligation

SIGNIS is obliged to maintain secrecy concerning all business secrets of the customer of which it becomes aware during the cooperation. Insofar as SIGNIS uses the services of third parties to satisfy its task SIGNIS shall oblige these to the same care and attention. The non-disclosure obligation shall also continue to exist after the duration of the cooperation.

8. Data protection

The customer confirms that personal data to be sent to SIGNIS by it or at its initiation by third parties were collected and processed in line with the relevant provisions of data protection, in particular of the Federal Data Protection Act [BDSG], that possibly necessary consents of persons concerned are available and that the use of the data by SIGNIS within the framework of the order placed with us does not breach any of these provisions or exceed the framework of granted consents.

9. Copyrights and rights of use

9.1 We hereby grant out customer all rights of use which are necessary for using the work and services of SIGNIS in the extent as this has been agreed for the order or is derived from the circumstances of the order which are recognisable for SIGNIS. In case of doubt SIGNIS shall satisfy the obligation by granting non-exclusive rights of use in the territory of the Federal Republic of Germany for the duration of use of the advertising means notified to SIGNIS. All and any use beyond this, in particular the editing, requires the consent of SIGNIS.

9.2 If SIGNIS uses third parties for fulfilling the contract SIGNIS shall acquire their rights of use in the scope of Subclause 1.1 and grant these to the customer accordingly. Should the rights not be available in this scope in an individual case SIGNIS shall inform the customer thereof and proceed according to its instructions; additional costs incurred hereby shall be borne by the customer.

9.3 SIGNIS is entitled to use the work and services provided by SIGNIS within the framework of the own advertising, also in the Internet and within the framework of competitions.

10. Warranty, liability

10.1 The customer has to examine work and services delivered by SIGNIS immediately after receipt, in any case however before a further processing, and to report defects immediately after they are discovered. If the immediate examination or report of defects is not carried out no claims of the customer shall exist with regard to obvious or recognised defects.

10.2 With the existence of defects SIGNIS is entitled to two times subsequent improvement within a reasonable period of time.

10.3 Claims for damages, no matter for what legal grounds are, with negligent conduct of SIGNIS, our legal representatives or our vicarious agents, limited to the typical damages which are also foreseeable upon conclusion of the contract; in case of slightly negligent conduct they are excluded, unless they relate to the breach of an obligation which is so essential that the achievement of the contractual purpose is in danger (so-called cardinal obligation). The afore-mentioned limitation to liability and the afore-mentioned exclusion of liability shall not apply with wilful actions, with claims from a guarantee, with the injury to life, the body and health as well as with claims from the Product Liability Act.

11. Place of jurisdiction

The place of jurisdiction is Frankfurt am Main, Germany.

12. Applicable law

Insofar as not otherwise agreed German law is also applicable to contractual relationships with foreign customers.