General Terms and Conditions (GTC) • WORLDWATCH GmbH • May 2020
1.1 The following general terms and conditions apply to all contracts of WORLDWATCH GmbH, hereinafter referred to as "agency" and its contractual partners, hereinafter referred to as "customer". The general terms and conditions do not apply if the parties have made a different arrangement in individual cases. These are agreed in writing. Both parties recognize that e-mail traffic also meets the formal requirements.
1.2. The agency provides its services primarily from the areas of concept, design and the production of online media, print media, media for television, film and radio, as well as all directly and indirectly related activities. This includes publishing activities and the implementation of related ideas of all kinds, as well as the sale of products related to the media created. The agency offers the acquisition, holding, renting, marketing and selling of physical and non-physical resources in the media sector - in particular image, film, game and audio licenses as well as name, author and domain rights, including the registration and protection of developed products, programming, design, brands and logos. These media / products are placed thematically for the areas of environmental, climate and species protection, sustainability, meteorology and geology as well as in other ecologically relevant areas such as energy, waste management or mobility. The services to be provided result from briefings and project contracts, their attachments and service descriptions.
2.1. All services developed within the scope of the order are subject to copyright law and are also deemed to be agreed if the amount of creation required by the copyright law has not been reached.
2.2. The agency's work may neither be changed by the customer or commissioned third parties in the original nor during reproduction. Any imitation - even in parts - is prohibited. In the event of a violation, the agency is entitled to demand a contractual penalty of at least 2.5 times the originally agreed fee.
3. RIGHT TO USE
3.1. With the full payment of the agreed fee, the customer acquires the rights of use for the contractually agreed scope and duration of the work done by the agency. If the agency provides services for the design of the customer's online media, the use of the medium and or parts thereof is limited to use on the Internet.
4.1. The agency only grants the customer the right to use the contractually agreed work, but does not transfer the property rights. The release of original data and templates to the customer must be agreed separately and will be remunerated accordingly. The remuneration is based on the AGD Remuneration Tariff Design (AGD / SDSt).
5.1. The remuneration agreed between the parties applies. All costs mentioned in the offers and orders are exclusive of VAT. Unless otherwise contractually agreed, the payments are due immediately and without any deductions.
5.2. The customer is informed that the artist's social contribution must be paid to the artist's social security fund when placing an order in the artistic field. When placing the order, the customer is informed of the currently applicable rate in the form of a cost estimate, explicitly listed when invoicing and paid by the agency to the artists' social security fund.
5.3. If an order extends over a longer period of time or demands high financial advance payments from the agency, appropriate installments are to be made, which will be charged by the agency in partial services.
5.4. If additional costs are incurred due to changes, cancellation of orders or the like on the instructions of the customer, these will be reimbursed to the agency after mutual agreement.
6. SPECIAL SERVICES, ADDITIONAL AND TRAVEL COSTS
6.1. Special services that are not expressly included in the contract will be charged separately according to the time required.
6.2. The agency is entitled to order all third-party services required for the fulfillment and processing of the contract on behalf of the customer. If contracts for external services are concluded on our behalf, the customer undertakes to release us internally from all liabilities that result from the conclusion of the contract. This includes in particular the assumption of costs.
6.3. The agency will be reimbursed for any additional technical expenses.
6.4. Courier, travel and expenses that are booked in connection with the order are discussed with the customer and are borne by the customer.
7. DATA AND WORK DOCUMENTS
7.1. The customer provides the agency with all documents and data required to carry out the order. He assures that the materials he brings in are free from all claims for compensation by third parties.
7.2. The agency treats all working documents carefully.
7.3. All data, documents and drafts that are made by the agency in the context of the contract remain with the agency and remain the property of the agency under applicable copyright law. The release of these documents and data to the customer depends on the contractual agreement.
8. MEDIA PLANNING, PRODUCTION AND PRINT ORDERS
8.1 The agency carries out media planning and the awarding of print orders to the best of its knowledge and belief, but only after a special agreement with the customer. For media services and print orders, the agency is entitled to invoice the customer for all external costs. The agency assumes no liability for incorrect performance by the third-party providers concerned.
8.2. If the agency delivers graphic designs in digital form as part of an order for the design / development and implementation of an online medium, the colors in the files supplied are defined in the form customary in the industry, such as RGB or CMYK. Only these definitions are binding for the assessment of the color. A different qualitative impression of the real color world can occur depending on the setting of the monitor used and is not a defect on the part of the agency.
9.1. The agency undertakes to carry out the order with the greatest possible care. It is only liable for intent and gross negligence for damage. Compensation beyond the material value is excluded.
9.2. The agency undertakes to carefully select and train its vicarious agents. In addition, she is not liable for her vicarious agents.
9.3. If the agency orders the necessary external services, the respective contractors are not vicarious agents of the agency. It is only liable for its own fault and only for intent and gross negligence.
9.4. With the approval of drafts, texts, final versions and final drawings by the customer, the customer assumes responsibility for the correctness of text and images. The agency accepts no liability for the drafts, texts, final versions and final drawings released by the customer.
9.5. The agency is not liable for the admissibility of the work under competition and trademark law and the ability to register it.
9.6. Complaints of any kind must be submitted to the agency in writing within 14 days of delivery of the work. Thereafter, the work is considered to have been accepted free of defects.
9.7. Force majeure events entitle the agency to postpone the project commissioned by the customer by the duration of the disability. There are no claims for damages from the customer against the agency.
10. CONTRACT DURATION, TERMS OF CANCELLATION
10.1. The contract comes into force with written consent. The contract term ends with mutual fulfillment.
10.2. In the event of an early termination of the contract for which the agency is not responsible, the customer remains obliged to pay the agreed remuneration for the entire duration of the remaining term of the contract.
10.3. The contract term for periodical publications or online media is 12 months unless otherwise agreed. The termination of the contract can be terminated by both sides 3 months before the end of the contract term. On the other hand, the term of the contract for the publications or online media is extended by a further year.
10.4. Each contracting party is entitled to terminate the contract at any time without notice for important reasons. An extraordinarily important reason for a termination exists in particular if
a) the other party becomes insolvent
b) insolvency proceedings are opened against the assets of the other contracting party or the insolvency proceedings are refused due to lack of assets
(c) the other contracting party, for reasons for which it is responsible, does not fulfill a contractual obligation within two months despite having received a warning or does not remedy any breach of contract within this period, or
d) due to the behavior of the other party, the maintenance of the contractual relationship is no longer reasonable.
11. FINAL PROVISION
11.1. The place of performance is Hamburg (Germany), the seat of WORLDWATCH GmbH.
11.2. The ineffectiveness of one of the above provisions does not affect the validity of the remaining provisions.
11.3. The contract is subject to the law of the Federal Republic of Germany.