Terms and Conditions
1. General, scope
1.1 These General Terms and Conditions (hereinafter “GTC”) apply to all contracts concluded between the agency Fredfox – a unit of Kandinsky Deutschland GmbH, Königsberger Str. 100, 40231 Düsseldorf (hereinafter “FRED FOX”) and the client for the provision of services and the purchase of services in connection with the promotion of goods or services of the customer and the organization of events for the customer.
1.2 The General Terms and Conditions of FRED FOX apply exclusively. Conflicting or deviating conditions of the client will not be recognized unless FRED FOX has agreed to their validity in writing. The terms and conditions of FRED FOX also apply if FRED FOX carries out the order without reservation in the knowledge of conflicting or deviating terms and conditions of the client.
1.3 The GTC also apply to all subsequent transactions as agreed, even if FRED FOX does not expressly refer to them again. This applies in particular to new orders placed in writing, by fax, by telephone or by e-mail in an existing business relationship, submitted change requests or for the extension of existing contracts.
1.4 If the production and/or delivery of advertising material (e.g. printed matter, give-aways, etc.) or other items agreed in connection with the subject of the order by FRED FOX or by Kandinsky Deutschland GmbH has been agreed between the contracting parties, the subject of the contract shall apply to this subject the general terms and conditions of Kandinsky Deutschland GmbH for the delivery of goods to entrepreneurs. These can be requested or viewed at any time from FRED FOX.
1.5 All additions and changes to these GTC and the respective individual contracts, including changes to this provision itself, must be in writing.
2.1 The subject matter of the contract is the individual agreement concluded between the client and FRED FOX. This agreement is based on an individual offer from FRED FOX, which FRED FOX previously prepared for the client. The individual agreement together with the offer regulates in particular the scope of services to be provided by FRED FOX as well as prices and terms of payment, insofar as these are not regulated in the General Terms and Conditions. The services offered by FRED FOX include in particular:
- PR work;
- implementation of promotional measures;
- workshops, training and/or courses;
- events and promotional campaigns;
- provision of promoters, artists,
- moderators & speakers;
2.2 The contractual obligation for FRED FOX is the provision of the service agreed in each individual case, not a specific economic success. This applies in particular if the content of the order is the provision of promoters, artists, moderators and/or speakers and the provision of associated ancillary services . Offers, any attachments to offers or order confirmations from FRED FOX are essential components of the respective individual contracts.
2.3 If no other binding determination of the scope of services has been made between the parties in writing, those services that are listed in the offer prepared by FRED FOX and accepted by the customer shall be deemed to have been agreed. In the case of several offers , only the most recent date applies.
3.1 FRED FOX’s claim to remuneration arises for each individual service as soon as it has been rendered.
3.2 For the expenses incurred by FRED FOX in connection with third-party services, either a contractually agreed flat rate or a handling cost surcharge of 20% on the third-party costs (especially but not exclusively: printing, litho/scanning costs, copyright costs for third-party images, material costs, etc.) will be charged.
3.3 Necessary expenses of FRED FOX are to be reimbursed by the client (particularly but not exclusively: travel expenses, courier services, shipping costs).
3.4 All services by FRED FOX that are not expressly covered by the agreed remuneration will be remunerated separately. This applies in particular to all ancillary services provided by FRED FOX. These services are charged on an hourly basis (per hour started; the current hourly rate can be found in the respective offer from FRED FOX; otherwise the current fee and expense rates from FRED FOX, which are made available at the request of the client.
3.5 FRED FOX is entitled to appropriate remuneration for all work by FRED FOX that is not deployed or used for a reason for which the client is responsible. With the payment of this remuneration, the client acquires no rights to this work. Concepts, drafts and the like that have not been implemented must be returned to FRED FOX immediately and at their own expense without being requested to do so.
4. Subsequent change requests
4.1 FRED FOX grants the client the possibility of flexible adjustment, change and/or extension of the concluded contract. Instructions from the client to adjust, change and/or extend the contract can be given in writing, by fax or by email. If FRED FOX agrees to the customer’s request for adjustment, change or extension, this will be confirmed to the customer in writing, by fax or by e-mail. Such a contract change only becomes valid after receipt of the confirmation. Otherwise, the originally concluded agreement remains in effect.
4.2 Insofar as subsequently agreed service changes lead to additional expenses for FRED FOX, this must be paid for additionally. The additional remuneration is initially based on any contractual agreements, in the absence of such a contractual agreement on the current fee and expense rates of FRED FOX, which are made available at the request of the client. If the customer requests changes, any dates agreed between the customer and FRED FOX will be postponed to a reasonable extent.
5. Third Party Involvement
5.1 FRED FOX is entitled to engage third parties (external service providers) to provide the agreed services. In these cases, the involvement of third parties is always in the name and on behalf of the customer, whereby the processing of the services to be provided by third parties and in particular the issuing of instructions to them takes place exclusively via FRED FOX. The client hereby expressly grants the corresponding power of attorney.
5.2 Unless otherwise agreed, FRED FOX is entitled to a handling cost surcharge of 20% of the net third-party costs from the customer for the expenses associated with order-related third-party services.
5.3 Within the scope of the cooperation, the third-party service providers are provided with relevant data from the customer, limited to the extent necessary to carry out the measures.
5.4 The customer is responsible for third parties who work for him in the area of activity of FRED FOX at the instigation of the customer, as for vicarious agents. This also includes third parties engaged by FRED FOX in accordance with Section 5.1.
5.5 FRED FOX is not responsible to the customer if FRED FOX is unable to fulfill obligations towards the customer in whole or in part or not in time due to the behavior of a third party.
6. Copyright and Use Rights
6.1 With the full payment of the fee owed, the client acquires the rights of use to all work produced by FRED FOX as part of the order for the contractually agreed duration and to the contractually agreed extent. This transfer of the rights of use applies insofar as a transfer is possible under German law. In the absence of an express agreement, only the purpose recognizable when the order was placed shall apply. Unless otherwise agreed, only the simple right of use is transferred. Rights of use for work that has not yet been paid for in full at the end of the contract remain with FRED FOX, subject to other agreements made.
6.2 The services developed as part of the order are protected as personal intellectual creations by copyright law. This regulation also applies as agreed between the parties if the level of originality required by copyright law has not been reached.
6.3 No joint copyright is established through suggestions and instructions from the customer, unless this has been agreed.
6.4 The work of FRED FOX may not be changed by the customer or third parties commissioned by the customer, either in the original or in the reproduction. Any imitation, including parts of the work, is not permitted. In the event of an infringement, FRED FOX is entitled to additional remuneration from the customer of at least 2.5 times the originally agreed remuneration.
6 .5 The transfer of granted rights of use to third parties and/or multiple uses are subject to payment, unless specified in the initial order, and require the prior written consent of FRED FOX.
6.6 FRED FOX has a right to information from the client about the scope of use.
7. Client’s obligations to cooperate/ inspection obligations
7.1 Orders or instructions of any kind from the client must be clearly recognizable as to their content. Orders that are not clearly worded can result in queries that can lead to delays. Changes, confirmations or repetitions of orders or instructions must be marked as such.
7.2 In order for FRED FOX to fulfill the services, a cooperative working relationship with the customer is required. If this cooperative cooperation on the part of the customer is not or partially not possible, FRED FOX is not obliged to perform or only on the basis of the cooperation that has taken place. Cooperative cooperation means, above all, measures such as the implementation of the necessary preparations required by FRED FOX, the issuing of instructions and the provision of products, information and other items for the implementation of the commissioned project.
7.3 All planning, conceptual, creative, creative work and/or other intellectual works that the customer of FRED FOX (particularly but not exclusively all preliminary drafts, sketches, final artwork, plans, color prints, photographs, designs, representations, texts, websites, Advertisements, printed matter) are to be checked by the client. If approval is not given in good time or if the execution of the order is continued without objection, they are deemed to have been approved by the client. In particular, the customer must check the legal admissibility of the services provided by FRED FOX (e.g. admissibility under competition and labeling law). FRED FOX cannot assume any liability for this. At the written request of the client, FRED FOX arranges for an external legal review. The associated costs plus a handling cost surcharge of 20% of the net costs incurred for this must be borne by the client.
8. Terms of payment/due date/right to refuse performance/assignment
8.1 Unless the parties have otherwise made a binding written agreement on the terms of payment, all FRED FOX invoices must be paid without deductions within 30 days of the invoice being issued. The receipt of payment on a FRED FOX account is decisive.
8.2 FRED FOX is entitled to issue partial invoices to the customer or to demand advance payments (on account) if a project extends over a longer period of time or has a larger volume. Unless otherwise agreed, advance payments are to be paid immediately. Advance payments to be made to FRED FOX will be invoiced as follows:
- 50% when the order is placed
- 25% 4 weeks before the event
- 25% after the event
8.3 The amount of the payments to be made is based on the currently valid offer from FRED FOX. Price increases are also permitted after the conclusion of the contract, provided these are based on price increases that FRED FOX has to bear itself. Should there be price increases, FRED FOX will submit a new offer to the customer within 20 days of these circumstances becoming known. The client must check this offer immediately. If the customer does not object to the cost estimate within 10 days of receipt, the new offer is deemed to have been approved.
8.4 If the customer defaults on payment, he owes interest of 8 percentage points above the applicable base interest rate per annum in accordance with § 247 BGB, unless the invoice amount was deferred.
8.5 If the customer is more than 14 days in arrears with the payment of an invoice, FRED FOX is entitled, after prior notification, to stop the actions and measures currently being carried out for the customer and only to start again when the amounts in arrears including interest have been paid to FRED FOX . This does not apply if the invoice amount was deferred.
8.6 The customer is only entitled to a right of retention or a right to set off claims that have been legally established by a court or recognized by FRED FOX.
8.7 The customer may only assign claims against FRED FOX to third parties with the prior written consent of FRED FOX.
8.8 If there are delays in the provision of services by FRED FOX for which the customer is solely or largely responsible, or if this circumstance occurs at a time when the customer is in default of acceptance of the service, the customer shall To continue to make payments as if the services had been provided by FRED FOX in full and on time.
8.9 If a promotion or another object of the order is canceled prematurely by the customer through no fault of FRED FOX, the customer still owes the payment of the agreed fee less the expenses for third-party services, which FRED FOX is no longer obliged to pay to third parties due to the failure.
9. Transportation, Shipping
9.1 Promotional material and all other order items (e.g. from the client to FRED FOX, from the FRED FOX warehouse to the locations of the campaign and back, from FRED FOX to the client, etc.) are always transported and shipped at risk and costs of the client.
9.2 If damage occurs on the transport or shipping route, FRED FOX will assist the customer in asserting his claims against the transport company. If the goods are transported or shipped to the customer and the delivery is damaged, the customer must notify the delivery person and the transport company immediately. If this does not happen, the client can under no circumstances assert rights from the defective delivery against FRED FOX.
9.3 Complaints about the scope of delivery, obvious defects, incorrect deliveries or deviations in quantity must be submitted in writing to FRED FOX immediately, at the latest within 48 hours of receipt of the goods. If this does not happen, the delivered goods are considered approved.
9.4 If, at the discretion of FRED FOX, it is necessary to take out transport insurance, the customer must bear the costs incurred plus a handling cost surcharge of 20% of the net costs incurred.