AGB - cp

Terms and Conditions

General terms and conditions of business

§ 1 Scope

(1) The following General Terms and Conditions apply to all current and future business relationships of c&p creative project GmbH (hereinafter referred to as “Agency”) with customers in the content accessible at the time of conclusion of the contract and are solely authoritative for the content of concluded contracts.

(2) Entrepreneurs within the meaning of the General Terms and Conditions are natural or legal persons or partnerships with legal capacity with whom a business relationship is entered into, who act in the exercise of a commercial or independent professional activity, as well as entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) and not consumers within the meaning of Section 13 of the German Civil Code (BGB). Customers within the meaning of the General Terms and Conditions are entrepreneurs.

(3) Provisions that deviate from these General Terms and Conditions, in particular deviating, conflicting or supplementary General Terms and Conditions of Customers, shall not become part of contracts, even if they are known, unless their validity is expressly agreed to in writing. Changes and additions to a contract as well as ancillary agreements are only binding if they are confirmed in writing. Acceptance of the Agency’s services by entrepreneurs is always deemed to be acceptance of the terms and conditions.

§ 2 Offers and cost estimates

(1) A contract offer made by the Agency is revocable until it is accepted in writing by the Customer, unless it is expressly designated as binding.

(2) Cost estimates from the Agency are non-binding unless otherwise agreed in writing. A cost estimate from the Agency does not contain an offer to conclude a contract. However, for orders up to a value of €500.00 and orders within the framework of ongoing projects, no cost estimates will be prepared unless expressly agreed otherwise in writing.

(3) The Agency reserves all ownership and copyright rights to presentations, cost estimates, designs, layouts, drawings, drafts or other documents of the Agency. These services of the Agency may only be made available to third parties with the Agency’s written consent and must be returned immediately if the order is not placed.

§ 3 Conclusion of contract

(1) Descriptions and representations on websites, brochures, etc. do not constitute binding offers.

(2) Offers from the Agency are non-binding. The Agency reserves the right to accept or reject an order.

(3) Contract requests (including order and other service requests) to the Agency only establish a contractual relationship with the Agency once they have been accepted. The Agency reserves the right to reject contract requests.

(4) If the Agency provides a service without the Customer’s contractual offer being confirmed in writing, the contract between the parties is concluded upon receipt of the service or a separable partial service.

(5) If the Customer orders electronically, the Agency will immediately confirm receipt of the order. The confirmation of receipt does not constitute a binding acceptance of the order. The confirmation of receipt can be combined with the declaration of acceptance.

§ 4 Scope of services, remuneration

(1) The scope of services and the remuneration shall be determined by the description of services in the Agency’s cost estimate or by the content of a contract offer from one party.

(2) The Agency is entitled to provide partial services. In the event of subsequent changes to the services, any deadlines, acceptance modalities, remuneration and reimbursement of expenses must be adjusted in accordance with the changes. The Agency can prepare an offer for the additional or reduced costs, unless remuneration based on expenditure has been agreed or the Customer waives a separate offer. Until a decision is made on whether the Customer accepts or rejects the offer, the agency will pause work on the services affected by the offer if the subsequent acceptance of the offer by the Customer would result in additional expenditure.

(3) The Agency may demand reasonable advance payments for expenses. If the Agency awards subcontracts to subcontractors in the name and on behalf of the Agency at the request of the Customer, the Agency is entitled to an advance payment from the Customer in the amount of 50% of the respective order amount.

(4) The Agency is not obliged to check the factual accuracy of the statements contained in the advertisement about the Customer’s products and services provided by the Customer or agreed with the Customer.

(5) The Agency is only obliged to check the admissibility of an advertising measure under competition law if this is expressly agreed in writing.

(6) For advertising materials, the list prices of the advertising media valid on the day of publication are binding. When renting items, the rental fee is based on the Agency’s general rental price list in the currently valid version. If no remuneration is specified for a service in the service description, the Agency’s price lists or hourly rates valid at the time the contract is concluded apply. Any additional costs incurred by the Agency due to changes, additions, delays, hindrances or repetitions of services initiated or for which the Customer is responsible will be charged as additional costs according to the Agency’s agreed hourly rates.

(7) In the event of a production-related deviation, the Agency reserves the right to deliver more or less than 10%. The actual quantity delivered will be invoiced.

§ 5 Early termination of the contract

(1) Ordinary termination of a fixed-term contract during the contract term is excluded. An indefinite contract can be terminated by either party with a notice period of 3 months. The right to termination without notice in accordance with Section 626 of the German Civil Code remains unaffected.

(2) If the Customer wishes to withdraw from the contract after it has been concluded without having a contractual or legal right to do so, this is only possible if the Agency agrees. If the Agency does not give its consent, but the Customer declares that he no longer wishes to accept the delivery/service, the Customer must pay the agency fee and any third-party costs and technical costs already incurred, as well as any third-party services and technical services already commissioned, less any expenses saved.

§ 6 Third-party orders

The Agency is entitled to use subcontractors to fulfil its service obligations. Subcontractors are commissioned with due regard to confidentiality and quality assurance. The Agency is liable for the services of its subcontractors as if they were its own services. If the Customer selects the subcontractor themselves, the Agency is not liable as if it were its own services. The Agency accepts no liability for defective deliveries or services from third parties that are commissioned by the Agency in its own name at the Customer’s request. This does not include any possible negligence in selection and monitoring for unlawful acts.

§ 7 General obligation of the Customer to cooperate

(1) If services, information or documents from the Customer are required for the provision of services by the Agency, the Customer must make these available immediately. The Agency is not liable for defects that are due to errors in the documents, materials or information provided by the Customer. Suggestions from the Customer or his or her employees used by the Agency have no effect on the agreed remuneration.

(2) If the Agency’s services require the Agency to be on site at the Customer’s premises, the Customer will grant the Agency the space and time to carry out the service and provide all necessary and reasonable support. In addition, the Customer guarantees compliance with all occupational health and safety regulations.

(3) If templates are provided for use by the Agency, the Customer assures that he is authorised to hand over and use the templates provided. The Customer indemnifies the Agency against all claims by third parties arising from unlawful use of the templates and against the costs of necessary legal defence.

(4) The Customer shall bear the costs incurred as a result of work having to be repeated or delayed by the Agency as a result of the Customer’s incorrect, incomplete or subsequently amended information.

(5) In the event that the Customer does not comply with his or her obligation to cooperate to the extent that the Agency enables the contractual performance of its services, the Agency shall have the right to terminate the contract without notice after a reasonable deadline has elapsed. The consequences of this termination shall be as set out in the above provisions.

§ 8 Terms of payment

(1) Unless otherwise agreed, the invoice is due for payment within 7 calendar days of delivery to the Customer. Proof of delivery can be provided by the data from the electronic transmission of the invoice. The goods delivered by the Agency remain the property of the Agency until the fee has been paid in full, including all ancillary liabilities.

(2) The Agency is entitled to demand advance payments for partial services provided. Partial services that are subject to remuneration do not imply the possibility of partial use by the Customer.

(3) The prices offered to a Customer are exclusive of the statutory value added tax applicable on the day the service is provided. Artists’ social security contributions, customs duties or other charges, including those incurred subsequently, and costs for required special packaging will be passed on to the Customer. If the Agency cannot claim volume discounts or painting scales for reasons for which it is not responsible and the Agency has indicated the volume discounts or painting scales to the Customer as a basis for calculation when the contract is concluded, the Customer will receive a corresponding additional charge.

(4) In the event of default of payment by the Customer, the Agency may immediately demand payment of all services and partial services rendered under other contracts concluded with the Customer.

(5) Third-party costs and expenses incurred in agreement with the Customer for the performance of the service will, at the Agency’s discretion, be passed on to the Customer for direct payment to third parties or integrated by the Agency into its own billing. Any discounts from third parties must be paid to the Customer. The Agency is entitled to make the performance of the service dependent on the Customer paying the third-party costs in advance.

(6) Unless otherwise agreed, invoices may be issued in electronic form and sent by email or made available for download online.

(7) The Customer may only offset claims for remuneration made by the Agency with undisputed or legally established claims. The Customer may only assert a right of retention in cases of undisputed or legally established claims.

§ 9 Assumption of risk

To the extent that the Agency arranges for the delivery of its services in a customary and appropriate manner, the Customer bears the risk of damage, loss or delay. The transfer of risk for deliveries occurs when the goods are handed over to the courier/freight forwarder.

§ 10 Acceptance

(1) If the Agency is obliged to provide a specific service result, the Customer is also obliged to accept it. Acceptance is deemed to have taken place if it is not refused within a period of 14 calendar days after the service result has been transmitted.

(2) Acceptance shall be deemed to have taken place at the latest when the Customer makes use of the service provided.

§ 11 Liability

(1) The Agency shall be liable without limitation for damage caused intentionally or through gross negligence by the Agency, its legal representatives or senior employees, as well as for damage caused intentionally by other vicarious agents.

(2) The Agency shall be liable without limitation for damages resulting from injury to life, body or health caused intentionally or negligently by the Agency, its legal representatives or vicarious agents.

(3) The Agency shall be liable for damages resulting from a lack of guaranteed properties up to the amount that was covered by the purpose of the guarantee and that was foreseeable to the Agency when the guarantee was given.

(4) The Agency shall be liable for product liability damages in accordance with the provisions of the Product Liability Act.

(5) The Agency is liable for damages resulting from the breach of cardinal obligations by the Agency, its legal representatives or vicarious agents; cardinal obligations are the essential obligations that form the basis of the contract, which were decisive for the conclusion of the contract and on whose fulfilment the Customer can rely. If the Agency has breached these cardinal obligations through slight negligence, its liability is limited to compensation for foreseeable, typically occurring damage (hereinafter “typical damage”).

(6) The typical damage is generally limited to the specified amount and otherwise to the amount of the Customer’s contractual remuneration for the period in which the breach of duty occurred. This does not apply if the limitation would be unreasonable in the individual case from an equity perspective. The typical damage does not generally exceed five times the agreed remuneration.

§ 12 Force majeure

(1) Each party is entitled to suspend its contractual obligations to the extent that such fulfilment is made impossible or unreasonably difficult by force majeure. This includes: labour disputes and all circumstances beyond the control of the parties such as fire, war, general mobilisation, insurrection, requisition, embargo, restrictions on energy consumption, foreign exchange and export restrictions, epidemics and infectious diseases (insofar as such has been declared by the WHO or a ministry or the Robert Koch Institute has determined a risk level of at least “moderate”), natural disasters, extreme natural events, terrorist acts and defective or delayed deliveries by subcontractors due to the circumstances listed above (“Force Majeure”).

(2) The party invoking force majeure must notify the other party in writing of the occurrence and end of such circumstances and the consequences of their impairment without delay, but no later than 14 days after becoming aware of them. If a party fails to provide such notification, the other party shall be entitled to claim compensation for all additional costs incurred as a result of not receiving such notification.

(3) In this case, the Agency is entitled to extend its delivery dates and deadlines depending on the extent and duration of the force majeure event and its consequences, without the Customer being granted a right to withdraw from the contract or a claim for damages. The Agency shall not be in default for the period of the justified extension of the delivery dates and deadlines.

(4) Both parties are obliged to do everything within their power and reasonable to mitigate the damage.

(5) Each party shall have the right to terminate the contract by giving written notice to the other party if the party affected by force majeure is prevented from performing the contract for more than six months.

§ 13 Warranty

(1) Claims for defects do not exist in the event of an insignificant deviation from the agreed or assumed quality or in the event of only an insignificant impairment of usability in accordance with the purpose of the contract. The contents of the order description do not constitute a guarantee or assurance of certain properties without a separate written agreement.

(2) The Customer must notify the Agency in writing of obvious defects in the service within 2 weeks of receipt of the service, otherwise the assertion of the warranty claim is excluded. To meet the deadline, timely dispatch is sufficient. The Customer bears the full burden of proof for all claim requirements, in particular for the defect itself, for the time at which the defect was discovered and for the timeliness of the complaint.

(3) For the Customer, the warranty period is one year from receipt of the service or, if acceptance of the service is provided for, one year from acceptance of the service. Sentence 1 does not apply if the Agency is guilty of fraudulent intent.

§ 14 Copyright and usage rights

(1) Templates, files and other work materials that the agency creates or has created in order to provide the contractually agreed service remain the property of the Agency. There is no obligation to return them.

(2) Unless otherwise agreed between the Customer and the Agency, the Customer acquires the contractually agreed rights of use to the work produced by the Agency upon full payment of the remuneration owed. The rights of use are limited to the territory of the Federal Republic of Germany. Use outside of the Federal Republic of Germany requires a written agreement. The Agency will keep project data available for a maximum period of two years after successful completion and acceptance by the Customer, unless longer statutory retention periods apply.

(3) The Agency’s work may not be altered by the Customer or by third parties commissioned by the Customer, either in the original or in the reproduction. Any imitation, including of parts of the work, is prohibited.

(4) The transfer of granted rights of use to third parties and/or multiple uses are, unless regulated in the initial order, subject to a fee and require the consent of the Agency.

(5) The Agency has a right to information about the extent of use of the contractual service.

§ 15 Confidentiality and data protection

(1) The parties undertake to treat all information disclosed in the course of the cooperation and marked as confidential or which can reasonably be considered confidential as strictly confidential. This includes in particular business, technical and personal data. Each party undertakes not to pass on such confidential information to third parties or to use it for purposes other than those necessary for the performance of the agreed services.

(2) The Customer’s personal data will only be collected, processed and used for the performance of the contract in accordance with these General Terms and Conditions and other contractual agreements. By concluding the contract, the Customer agrees to the collection, processing and use of his or her data in electronic data processing systems.

(3) The parties shall observe the relevant data protection regulations. In particular, the Agency will only collect, process or use personal data of third parties that the Customer forwards to it or that it collects, processes and uses on behalf of the Customer within the scope of the Customer’s instructions. In addition, the Customer is responsible for complying with the data protection regulations.

§ 16 Amendment of the General Terms and Conditions

(1) The Agency reserves the right to change the terms and conditions at any time with future effect. The change will only be made if there are valid and objective reasons, in particular of a legal, technical and business nature, and only if the Customer can reasonably be expected to accept it from a fair perspective.

(2) In the event of changes, the Agency will inform the Customer of the changed terms and conditions at least in text form, so that the Customer has two weeks to object to the change. In the event of an objection, the Customer and the Agency have the right to terminate the contract. Termination may not occur if it would unreasonably affect the Customer’s contractual interests. If the Customer does not object to the changed conditions within the deadline, they are deemed to have been accepted.

§ 17 Final provisions

(1) The Customer may only transfer claims against the Agency based on this contract to third parties with the consent of the Agency.
(2) The law of the Federal Republic of Germany applies.

(3) If the Customer is a merchant, a legal entity under public law or a special fund under public law, the place of performance and jurisdiction for all disputes arising from a contract with the Agency is Munich, with the proviso that the Agency is also entitled to sue at the location of the Customer’s registered office or branch. The same applies if the Customer does not have a general place of jurisdiction in Germany or if his or her place of residence or habitual abode is not known at the time the action is brought. This also applies to disputes in document, bill of exchange or check proceedings, regardless of the place of payment resulting from the bill of exchange or check.

(4) If any provision of these General Terms and Conditions is or becomes invalid or if these General Terms and Conditions contain loopholes, this shall not affect the validity of the remaining provisions. In place of the invalid provision, the provision that corresponds to the spirit and purpose of the invalid provision or comes closest to it shall be deemed to have been agreed. In the event of loopholes, the provision that corresponds to what would have been agreed in accordance with the spirit and purpose of this contract had the matter been considered from the outset shall be deemed to have been agreed.