General Terms and Conditions
1. Scope of application, terms and conditions of the customer
1.1. For all contracts of the customers with PIO these General Terms and Conditions (hereinafter “GTC”) apply exclusively. The customer and PIO are hereinafter jointly referred to as “Contracting Parties”.
1.2. Deviating or conflicting terms and conditions shall only apply with the consent of PIO, which must at least be in text form. Deviating terms and conditions are in particular not included in contracts by the fact that the customer merely refers to them and transmits them to PIO or PIO does not explicitly object to the validity of the deviating terms and conditions.
2. Clientele, offers
2.1. PIO provides services exclusively to customers, who are to be regarded as entrepreneurs in the cooperation with PIO, as well as to legal entities under public law. A contract with consumers is excluded.
2.2. Unless otherwise stated in the offer of PIO, the offers of PIO are binding until the expiration of 14 days after receipt of the offer by the customer. The contract about the service (“order”) is concluded with the receipt (by e-mail, fax or mail) of an offer signed by the customer at PIO.
2.3. The contract for the service, the provisions of these GTC and otherwise the provisions of the BGB shall apply as integral parts of the contract. These GTC shall be supplemented by the provisions in the order.
3. Services of PIO
3.1. PIO provides different services consisting of “communication services”, e.g. creation of communication strategies and concepts as well as budgeting or consulting services in the PR area (“PR consulting”), e.g. consulting in strategic and operational PR relevant questions of the customer or “concept services”, e.g. creation of concepts for public relations, product equipment and sales promotion. The concrete scope of services to be provided results from the respective orders. The agreements in the orders shall take precedence over the agreements in these GTC.
3.2. Upon request PIO shall prepare a contact report about meetings with the customer and submit it to the customer without delay. The content of this contact report is binding for the contracting parties, unless the customer objects to it within one week from receipt of the contact report in text form (by e-mail) to PIO.
3.3. The services owed by PIO are provided with great care and diligence.
3.4. PIO may use third parties, especially subcontractors, freelancers or other vicarious agents for the performance of services. Sentence 1 applies insofar as the service owed by PIO does not have to be provided in an exceptional way on a highly personal basis due to its nature and due to a separate agreement, which must be at least in text form (e.g. consulting or training by a certain person). PIO has the sole right of instruction in relation to the assigned third parties.
3.5. PIO is entitled after prior coordination with the customer to order the external services necessary for the order fulfillment in the name and for the account of the customer; the customer undertakes to issue a corresponding power of attorney to PIO for the purchase of these external services if required. As far as contracts for external services, which benefit the service provision for the customer, are concluded in the name and for the account of PIO, the customer undertakes to indemnify PIO in the internal relationship from the corresponding remuneration claims of the provider of the external service.
3.6. PIO is not authorized to advise in legal matters. It is therefore the responsibility of the customer to ensure the conformity of the measures and campaign contents and advertisements planned for him with the applicable law, in particular data protection, copyright, trademark, competition and brand law and, if necessary, to commission a review by a suitable specialist (e.g. lawyer) in due time.
3.7. PIO does not guarantee that the services created according to the order are free of rights of third parties, as far as this is legally permissible. PIO does not indemnify the customer against claims of third parties, which are based on the fact that the services created according to the order violate the personal rights, data protection rights, copyrights, design rights and trademark rights of these third parties, as far as this is legally permissible.
4. Participation of the customer
4.1. The involvement and cooperation of the customer in the performance of the services of PIO is an important part of the cooperation of the contracting parties. The customer will point out circumstances, which are unknown to PIO and relevant for the service provision, without being asked. The customer will immediately inform PIO about violations of applicable law or the rights of third parties or concerns in this respect as well as concerns with regard to imminent violations.
4.2. The Customer must in particular provide the information, documents, data and files, content (such as images, photos, graphics, videos, texts) required in accordance with the order – hereinafter referred to as “Content” – in good time in a common and immediately usable digital format (images in high resolution, logos/drawings as vector files, texts as Word documents). If it is necessary to convert the Content provided by the Customer into another format, the Customer shall bear the costs and expenses associated with this.
4.3. The Customer shall appoint a contact person for all matters relating to the respective order. The contact person must be authorized to make all decisions concerning the contract or order either by himself or in a timely manner. The customer shall provide in coordination with PIO the employees required for the execution of the order who are sufficiently qualified.
4.4. The customer provides the required cooperation at his own expense. If the customer does not fulfill his obligation to cooperate or does not fulfill it in time and if PIO for this reason cannot provide the owed service completely or partly within the specified processing period, the full remuneration remains owed and the period agreed for the service provision is extended appropriately. PIO reserves the right to assert claims for damages.
5. Right to use the content, exemption
5.1. The customer grants PIO the right to use the transmitted content for the purposes underlying the order within the contractually agreed scope. For this purpose PIO is granted a simple, non-transferable right of use.
5.2. The customer guarantees that he owns the necessary rights or sufficient rights of use to the content provided to PIO for the execution of the orders. If necessary for the use of the content required approvals, permissions or consents (e.g. “model-release”, “property-release”) are obtained by the customer, unless otherwise agreed in the order.
5.3. The customer shall indemnify PIO from all claims of third parties, in particular from claims due to infringements of personal rights, copyrights, design rights, trademark and labelling rights as well as data protection infringements, which should be raised against PIO in connection with the exercise of the contractual rights, upon first request. The indemnification also includes the reimbursement of possible court and attorney fees incurred for the legal defense. PIO is entitled to take appropriate measures by itself to defend against claims of third parties or to enforce its rights. Own measures must be coordinated by the customer with PIO in advance.
6. Right to use services of PIO
6.1. All transferable rights to the work results of PIO and their preliminary stages, in particular the copyrighted rights of use, trademark rights and name rights for the exploitation of the rendered services including all legal positions on ideas, drafts and designs free of rights of third parties, for exclusive, spatially, in terms of content and subject matter unrestricted and comprehensive exploitation in all currently known and future known media and types of use remain with PIO – also after handing over to PIO – at the time of their origin, at the latest of their acquisition, as far as they were not explicitly transferred to the customer by agreement in text form. This includes in particular, but not limited to, the reproduction, distribution, exhibition, performance and presentation rights as well as the online rights.
6.2. PIO transfers to the customer a simple right of use to the final work results, which are subject of property rights, copyrights, industrial property rights or other economic exploitation rights under the condition of the complete payment of the remuneration due at the time of the creation and due additional costs, which is spatially and temporally unlimited, non-transferable, non-sublicensable and limited in content to the achievement of the purpose of the contract. If a lump sum compensation of the rights of use is agreed, this lump sum must also be paid in full.
6.3. With the payment of the agreed remuneration PIO owes the agreed service, but not the intermediate steps leading to this result, for example in form of sketches, drafts, production data.
6.4. A transfer of the right of use granted by PIO to the customer to third parties as well as possible multiple uses are, as far as not already regulated in the initial order, subject to fee and require the consent of PIO at least in text form.
6.5. The customer has to take appropriate precautionary measures so that services provided by PIO cannot be used by unauthorized third parties.
7. Remuneration, terms of payment
7.1. All prices and fees are net prices plus the statutory value added tax, if applicable.
7.2. If a fixed price has been agreed for a service, this price shall not include any special services or services going beyond the service described. Special services such as additional correction loops, reworking or modification of drafts ready for release, final artwork, conceptions, manuscript study, print monitoring or additional editing shall be charged to the customer separately on the basis of the time actually spent and on the basis of an hourly rate resulting from the currently valid price list of PIO.
7.3. Expenses for necessary additional costs, as far as they are marked in the offer as “exclusive” or “excl.” and additional services, which are not included in the price list or the offer, are to be refunded by the customer. Out-of-pocket expenses include, for example, costs for duplications/copies, postage, telephone, fax and online charges, messenger trips/transport costs, travel costs and expenses for travel, documentation costs and insurance.
7.4. Third-party costs incurred for communication measures (e.g. costs for media bookings (such as TV, print, outdoor, online), clipping services, room rentals, hospitality costs, photographer’s fee, printing and mailing costs, layout, typesetting and repro costs, costs for equipping event rooms) will be charged to the customer after adding a service fee of 15%.
7.5. The customer is informed that in the case of the awarding of contracts in the artistic, conceptual and advertising consulting area, an artists’ social security contribution (KSA) may have to be paid to the Künstlersozialkasse (KSK). The customer is responsible for the compliance with the obligation to register and pay the levy. In case of commissioning third parties PIO takes over the legally required payment of the KSA on behalf of the customer and charges it to the customer. As far as the KSA accrues, it is charged to the customer, without it must be explicit subject of the offer of PIO.
7.6. Travel costs and expenses for journeys, which are to be undertaken in connection with the order and are agreed with the customer, are to be reimbursed by the customer.
7.7. Unless otherwise agreed, receivables are due immediately without deduction upon receipt of the invoice by the customer. Decisive for the date of payment is the receipt at PIO.
7.8. PIO is entitled to render outstanding services only against advance payment or security, if after conclusion of the contract circumstances become known to PIO, which are suitable to reduce the creditworthiness of the customer substantially and by which the payment of the outstanding claims of PIO by the customer from the respective contractual relationship (including from other individual orders or project contracts) is endangered.
7.9. The set-off with counterclaims of the customer or the withholding of payments because of such claims is only permitted if the counterclaims are acknowledged, undisputed or legally binding.
7.10. Claims against PIO may only be assigned to third parties with the consent of PIO. The regulation of § 354a HGB remains unaffected.
7.11. Further agreements concerning remuneration result from the respective orders.
8.1. “Confidential Information” shall mean all information and documents of the respective other contracting party which are marked as confidential or which are to be regarded as confidential due to the circumstances, in particular information on operational processes, business relations and know-how, as well as – for the Contractor – all work results.
8.2. The contracting parties agree to maintain confidentiality about such confidential information. This obligation shall continue for a period of two years after termination of the contract.
8.3. Such confidential information shall be exempt from this obligation,
8.3.1. which were demonstrably already known to the Recipient at the time of conclusion of the contract or become known thereafter from a third party, without thereby violating a confidentiality agreement, statutory provisions or official orders;
8.3.2. which are public knowledge at the time of conclusion of the contract or are made public thereafter, unless this is due to a breach of this contract;
8.3.3. which must be disclosed due to legal obligations or by order of a court or authority. To the extent permissible and possible, the recipient obligated to disclose shall inform the other contracting party in advance and give it the opportunity to object to the disclosure.
9.1. Claims of the Customer for damages are excluded. Likewise, the liability of the Agency and its representatives and vicarious agents for slightly negligent breaches of duty shall be excluded. Excluded from this are claims for damages of the customer from injury of life, body, health or from violation of essential contractual obligations (cardinal obligations) as well as other liability for damages, which are based on intentional or grossly negligent breach of duty of PIO or its vicarious agents. Material contractual obligations are those, the fulfillment of which enables the proper execution of the contract in the first place and on the compliance with which the contractual partner may regularly rely.
9.2. In case of breach of essential contractual obligations PIO is only liable for the contract-typical, foreseeable damage, if this damage was caused by simple negligence, unless it concerns claims for damages of the customer from an injury of life, body or health.
9.3. The liability of PIO according to the product liability law and according to other legally mandatory liability regulations remains unaffected by the above limitations and exclusions of liability.
9.4. The above exclusions and limitations of liability apply to the same extent in favor of the legal representatives, employees and other vicarious agents of PIO.
10. Termination of contract
10.1. The termination of the respective order requires the written form. Transmission by telecommunication, in particular by fax or by e-mail, shall be sufficient to comply with the written form, provided that a copy of the signed declaration is transmitted.
10.2. For the rest, the statutory provisions shall apply to the termination of the orders.
10.3. If the orders are continuing obligations and nothing has been agreed in the orders with regard to the term and period of notice, the service components of the orders which are continuing obligations shall be concluded for an indefinite period with a notice period of four weeks.
11. Jurisdiction, Choice of Law, Amendment of the GTCs
11.1. The legal relationship between the contracting parties shall be governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
11.2. The exclusive place of jurisdiction for any disputes arising from contractual relationships between the contracting parties shall be Leipzig. Mandatory statutory provisions on exclusive places of jurisdiction shall remain unaffected.
11.3. Amendments or supplements to the contract, the acceptance of the application or these GTC must be made in writing or text form. This also applies to the change of the form requirement itself.
11.4. PIO reserves the right to change the GTC with effect for the future. PIO will only make such changes for valid reasons, e.g. if there are new technical developments, changes in jurisdiction or legislation or other equivalent reasons and if the change is reasonable for the customer. The changes will be announced to the customer in due time; PIO will point out the associated deadlines and legal consequences in the individual case as well as the possibly existing possibilities of objection. If the customer does not object to the changes within the period stated in the announcement or notification, the changes shall be deemed accepted by the continued use of the services of PIO.