General Terms and Conditions apply in relation to companies, legal entities under public law and special funds under public law ("Client"). They apply to services provided by Jope Communications ("Contractual Services") and to all quotations provided to the Client. Jope Communications does not recognise any General Terms and Conditions of the Client. Said General Terms and Conditions shall only apply if Jope Communications agrees to them in writing.
2. Contractual Services
Jope Communications shall safeguard the Client's interests to the best of its ability. For its part, the Client shall make available all the materials and other relevant data required for performance of the Contractual Services in good time, in accordance with a good working relationship. Materials classified by the Client as confidential or requiring secrecy must be marked as such by the Client in all cases.
All Contractual Services in the fields of public relations and marketing are provided on the basis that there is no obligation to achieve success; this applies in particular to success in the marketing, advertising, placement and reporting of the particular brand or branded product portfolio. Nor is Jope Communications obliged to achieve specific results with regard to the nature and scope of reporting in the media or placement of articles and content in particular media.
Delivery dates are not binding unless agreed in writing. If Jope Communications is prevented from meeting delivery dates due to circumstances beyond the control of Jope Communications, a reasonable extension shall be agreed as binding for provision of the Contractual Service. Jope Communications is entitled to require compensation for any additional expenses that are necessary and provable if provision of the Contractual Service is delayed due to circumstances for which the Client is responsible or at the Client's request. Jope Communications is entitled to provide partial services.
In all other respects the Contractual Services shall be subject to the provisions made in individual orders.
3. Order placement and object of the contract
On the part of Jope Communications, orders are placed and specifications stipulated for the Contractual Services, including consulting services, by means of individual contracts or order confirmation. Jope Communications is entitled to use the services of third parties for performance of the Contractual Services. Jope Communications is entitled to act on behalf of the Client and on its account if Jope Communications, with the Client's consent, uses the services of third parties. All expenses in connection with any such collaboration shall be payable by the Client insofar as collaboration with third parties is covered by the Contractual Services.
The services provided by Jope Communications shall be remunerated on a time basis in accordance with the relevant hourly and daily rates or tariffs of Jope Communications unless a specific remuneration agreement has been made in a particular case. All remuneration charges are net amounts subject to VAT. At the end of each calendar month or at the latest when the service has been provided, Jope Communications will invoice the Client for the remuneration due for the Contractual Service provided. In particular cases, Jope Communications shall be entitled to invoice reasonable advance payments.
Remuneration and third-party expenses are due for payment immediately on presentation of invoice, without deductions. The Client shall be regarded as in default two weeks after the due date unless the invoice has been settled, without further notice being required on the part of Jope Communications. The invoice is considered to be accepted unless the Client raises a written objection within two weeks. The Client is not entitled to any offsetting or retention in respect of amounts owed to Jope Communications. Title to the delivered goods is retained by Jope Communications until full payment is received.
5. Rights of use
Jope Communications grants the Client rights of use to the Contractual Services insofar as is necessary for contract-compliant use. The Client may only use any and all work results produced by Jope Communications, in particular ideas, drafts, concepts, etc., within the above-mentioned scope, regardless of whether the particular work results are protected works as defined in the Copyright Act (Urheberrechtsgesetz) or are protected under other legislation. Use of the work results outside the scope of the contract is only permitted with the prior written consent of Jope Communications. The granting of rights of use is subject to the condition precedent of full payment of the agreed remuneration and any third-party expenses incurred.
6. Warranty/liability of Jope Communications
Jope Communications shall provide the Contractual Services with due care. Any warranty of a quality requires express written confirmation by Jope Communications.
Jope Communications shall be liable for malperformance and compensation, on whatever legal grounds,
- in the full amount of the loss or damage in the event of gross fault of its executive bodies or management-level staff,
- on the merits of the case in the event of any culpable breach of material contractual obligations,
- apart from such obligations based on the merits of the case also in the event of gross fault of simple vicarious agents, unless Jope Communications can contract out of the liability by virtue of commercial practice,
- in all other cases, only in the event of breach of a material contractual obligation; liability is limited to the foreseeable loss or damage that is typical for the contract and shall not exceed twice the agreed annual basic fee as defined in No. 4.
Liability for wilful intent, guarantee, fraud and for personal injuries and under the Product Liability Act (Produkthaftungsgesetz) remains unaffected. The limitation period for warranty and compensation claims, on whatever legal grounds, is one year and shall commence on the transfer of risk.
Immediately upon receipt, the Client must arrange to have all goods and services provided by Jope Communications inspected for defects by a qualified employee. Obvious defects must be notified in writing within seven days, otherwise the Contractual Service in question shall be considered to comply with the contract.
7. Liability on the part of the Client
By using the Contractual Services, the Client bears the risk related to the legality of communication activity. This applies in particular to statements of fact in the texts and documents provided by the Client. If Jope Communications identifies any legal risks, Jope Communications will advise the Client accordingly. The Client hereby indemnifies Jope Communications in respect of any and all claims (subject to any liability on the part of Jope Communications as defined in No. 6.) made against Jope Communications by third parties.
The Client shall bear all payment obligations in respect of collection societies (GEMA, GVL; VG Wort, etc.) incurred in connection with the provision of Contractual Services.
8. Confidentiality agreement
Jope Communications and the Client each agree to maintain secrecy about and hold securely in safekeeping all confidential information and documents made available to them by the other contracting partner or that become(s) known to them in the course of performing the contract. The contracting parties shall also impose this obligation on their own employees. This duty to maintain confidentiality shall continue to apply after the end of the contract until such time as the protected information enters the public domain.
9. Final provisions
Amendments or additions to these terms of contract must be in writing. Any waiver of the requirement for the written form by the parties must also be in writing. The law of Germany shall apply; the UN convention on the international sale of goods (CISG), as incorporated into German law, is excluded. The place of performance and place of jurisdiction is Hamburg.