§ 1 Scope of application

  1. The following General Terms and Conditions (GTC) apply exclusively to all contracts for services between Kruger Media GmbH and the client, unless expressly agreed otherwise in writing.
  2. Deviating terms and conditions of the client as well as amendments and supplements to these GTC shall only be valid if and insofar as they are recognised in writing by Kruger Media GmbH.
  3. The client is advised that Kruger Media GmbH works in accordance with the principles of the Code of Conduct of Lisbon and the Code of Ethics of Athens.

§ 2 Services and order placement

  1. Kruger Media GmbH offers services and works in the field of public relations/public relations work. The basis of the business relationship is the respective service agreement based on a cost estimate in which the scope of services and the remuneration are set out. The nature of the services and works in detail is determined by the concept developed by Kruger Media GmbH, written offer, written proposals for measures or written individual orders. The object of the order is the agreed service specified in the offer, but not the achievement of a specific economic success.
  2. All offers are subject to change. Kruger Media GmbH shall be bound to an offer submitted by Kruger Media GmbH for 6 weeks.
  3. The client confirms binding offers in writing (letter, e-mail). The client shall receive an order confirmation by e-mail after receipt of the order. With this order confirmation, the order is deemed to have been accepted and the consultancy contract is deemed to have been concluded. This order confirmation is decisive for the delivery date, unless the contract itself contains an individual provision to this effect.
  4. Updates and amendments to offers and orders shall be agreed in writing by both parties and shall form part of the contractual relationship between Kruger Media GmbH and the client as an additional agreement. The client is not authorised to unilaterally change the contractual services.
  5. Additional expenses incurred due to changes requested by the client shall be invoiced as an additional service.
  6. Kruger Media GmbH shall call in external service providers if required. In such cases, the business relationship shall continue to exist between Kruger Media GmbH and the client, unless otherwise agreed.
  7. Kruger Media GmbH can only provide the services properly if the contractual partner co-operates to the necessary extent. At the request of Kruger Media GmbH, the contractual partner is obliged to procure all information required to process the services and achieve the objectives to a reasonable extent.
  8. Contracts concluded between Kruger Media GmbH and the client may be cancelled by either party with 60 days’ notice.

§ 3 Remuneration, ancillary costs, third-party costs

  1. Cost estimates and calculations are not binding. The customer shall be notified if the preliminary calculation or cost estimate is exceeded by more than 20 per cent.
  2. Third-party costs for the involvement of service providers such as photographers, graphic designers, web designers, event agencies, printers, clipping services, etc. as well as media placements or the engagement of artists of all kinds shall be passed on to the client with a surcharge of 20 per cent, unless the client bears these costs directly.
  3. Ancillary costs such as expenses for telephone, fax, postage, copies, etc. shall be reimbursed separately against proof, unless expressly agreed otherwise.
  4. Unless otherwise contractually agreed, travelling expenses are reimbursed at €0.50/km.
  5. Travel and hotel expenses will always be invoiced separately with receipts.

§4 Payment and due date

  1. All prices for services provided by Kruger Media GmbH do not include the statutory value added tax of currently 19 per cent.
  2. The claim to payment of the price arises for each individual service as soon as it has been provided by Kruger Media GmbH. All services provided by Kruger Media GmbH that are not expressly stated as agreed in the price are ancillary services that are remunerated separately.
  3. Payments are due immediately after invoicing.
  4. The client shall be in default even without a reminder if he does not make payment within 14 days of the due date of the invoice. In this case, Kruger Media GmbH shall be entitled to charge interest on arrears at the statutory rate. In addition, a flat-rate reminder fee of €5.00 plus VAT shall be payable from the third reminder.
  5. Unauthorised deductions from the invoice amount shall be demanded without regard to their amount.
  6. The client is only entitled to offset and withhold similar claims if they have been legally established or are undisputed. For dissimilar claims, a right of retention is limited to claims from the same contractual relationship.

§ 5 Delivery periods and deadlines

  1. Agreed delivery deadlines are non-binding unless they are expressly labelled as binding deadlines.
  2. Failure to meet a deadline shall only entitle the client to assert the rights to which he is legally entitled if he has set Kruger Media GmbH a reasonable grace period.

§ 6 Co-operation, duty to co-operate

  1. The business partners, Kruger Media GmbH and the client, undertake to work together in a co-operative, goal-oriented manner.
  2. If Kruger Media GmbH requires documents or information from the customer in order to fulfil its contractual obligations, it shall request these in writing in good time. The client undertakes to forward without delay all information and materials available to it that are required to fulfil the tasks assumed in order to achieve the purpose of the contract.

§ 7 Confidentiality clause, fiduciary duty

  1. Kruger Media GmbH undertakes to maintain confidentiality about all operational, business and private matters that become known in the course of its consulting activities. This obligation to maintain confidentiality shall apply to the same extent to Kruger Media GmbH’s vicarious agents. The duty of confidentiality shall also apply after termination of the contract and can only be cancelled in writing by the client himself. In addition, Kruger Media GmbH is obliged to carefully store the documents provided for the purpose of the consultancy work and to protect them against inspection by third parties. The duty of care and confidentiality shall also apply if a co-operation does not materialise.
  2. The fiduciary relationship with the client obliges Kruger Media GmbH to provide objective advice focussed solely on the client’s objectives. This applies in particular to questions regarding the use of techniques and the selection of third party companies and persons by the agency.

§ 8 Copyright, right of use

  1. With the final handover of work or completion of services by Kruger Media GmbH, the client acquires all transferable rights for the one-off use and utilisation of the work and works created within the scope of this contract, provided that this does not conflict with the rights of third parties. The agency shall inform the client of any conflicting third-party rights in writing and in good time.
  2. Repetitions and renewed use of the work and works created within the scope of this contract – even in the case of only minor changes – on the part of the client require a separate prior written fee agreement between the contracting parties. In case of doubt, the provisions of copyright law shall apply.
  3. The consultant’s moral rights to any copyrightable performance shall remain unaffected.

§ 9 Liability

  1. Kruger Media GmbH shall submit drafts (texts, images, etc.) to the customer for approval. The customer must check the factual details. If the customer approves the template, he assumes sole liability for the accuracy of the information.
  2. Kruger Media GmbH shall be liable in cases of wilful intent or gross negligence in accordance with the statutory provisions. Liability for guarantees shall be independent of fault. Kruger Media GmbH shall only be 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 material contractual obligations. However, the claim for damages for the slightly negligent breach of essential contractual obligations shall be limited to the foreseeable damage typical of the contract, unless liability is assumed for injury to life, limb or health. Kruger Media GmbH shall be liable to the same extent for the culpability of vicarious agents and representatives.
  3. The provision of the preceding paragraph extends to compensation for damages in addition to performance, compensation for damages instead of performance and claims for compensation for futile expenditure, irrespective of the legal grounds, including liability for defects, delay or impossibility.
  4. Kruger Media GmbH is not responsible for checking the legal situation, in particular in the areas of copyright, competition, brand protection, patent and trade mark law. In the absence of a written agreement to the contrary, Kruger Media GmbH is therefore not liable for the legal admissibility of the content and/or design of the work results. The same applies to liability for errors arising from documents provided by the client.
  5. Kruger Media GmbH is obliged to point out legal risks if it becomes aware of them during the preparation of a project.

§ 10 Notice of defects

  1. Kruger Media GmbH must be notified in writing of any complaints about the quantity and/or quality of a delivery, insofar as these are so-called obvious defects, without delay and at the latest within one week of receipt of the goods.
  2. In the case of hidden defects, the written complaint must be made immediately after discovery of the defect, but at the latest within one year of receipt of the subject matter of the contract; the statutory limitation periods remain unaffected. The burden of proof that the defect is hidden lies with the client. If the client is a consumer within the meaning of § 13 BGB, § 476 BGB shall apply.
  3. In the event of justified complaints, Kruger Media GmbH shall rectify the defect or make a replacement delivery at the customer’s discretion, provided that the customer is a consumer within the meaning of § 13 BGB; otherwise the choice shall be made by Kruger Media GmbH. If we are unable to rectify the defect or make a replacement delivery or are entitled to refuse to rectify the defect or make a replacement delivery in accordance with Section 439 (3) BGB, or if there is a delay in rectification or replacement delivery beyond a reasonable period for which we are responsible, or if the replacement delivery or rectification fails twice, the customer shall be entitled, at his discretion, to withdraw from the contract or to demand a corresponding reduction in the purchase price.
  4. Insofar as the statutory provisions on the sale of consumer goods (§§ 474 ff. BGB) do not apply, in particular with regard to recourse liability (§§ 478 ff. BGB), a one-year warranty period shall apply in the absence of the statutory requirements.
  5. The legal consequences of a breach of the commercial duty to inspect and give notice of defects (in accordance with § 377 HGB) remain unaffected by this.
  6. Claims for damages by the client, irrespective of the legal grounds, in particular for breach of duties arising from the contractual obligation and tort, are excluded, unless mandatory liability under the Product Liability Act applies, in cases of liability for intentional or grossly negligent behaviour, for injury to life, limb or health, or for breach of material contractual obligations.
  7. However, the claim for damages for the breach of essential contractual obligations is limited to the foreseeable damage typical for the contract, unless a limitation is excluded for another reason due to intentional or grossly negligent behaviour or due to injury to life, limb or health.
  8. Returns that are not based on the client’s right of cancellation within the scope of his warranty rights will only be accepted with the prior consent of Kruger Media GmbH. If this is not the case, Kruger Media GmbH may refuse acceptance.
  9. Kruger Media GmbH does not grant any warranty beyond the statutory warranty.

§ 11 Data protection

  1. Kruger Media GmbH shall store the personal data of the buyer that becomes known directly or through third parties in the course of the business relationship in an automatic file and process it for business transactions (information in accordance with the Federal Data Protection Act).
  2. The client consents to the processing by Kruger Media GmbH of personal data about him or her that becomes known directly or through third parties.

§ 12 Severability clause

Should any provision of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by the statutory provisions, Section 306 (2) BGB.

§ 13 Applicable law

German law shall apply. The application of the Uniform Laws on the International Sale of Goods and on the Formation of Contracts for the International Sale of Goods – both dated 17 July 1973 – and the UN Convention on Contracts for the International Sale of Goods dated 11 April 1980 is excluded.

§ 14 Place of fulfilment and jurisdiction

  1. The place of fulfilment is the registered office of Kruger Media GmbH.
  2. The place of jurisdiction for all disputes arising directly or indirectly between Kruger Media GmbH and the client shall be the court with local jurisdiction for Kruger Media GmbH in Berlin, insofar as the contractual partner is a merchant, a legal entity under public law or a special fund under public law.

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