Schröder+Schömbs
Public Relations GmbH

General Terms and Conditions of Business of Schröder+Schömbs Public Relations GmbH

As of: January 1, 2009

1. Scope

1.1 The implementation services that Schröder+Schömbs Public Relations GmbH is hired by clients to perform shall include, but not be limited to, the following areas:
– conception, creation, realization, and production of PR and image campaigns as well as events;
– strategic conceptual and creative consulting in all matters related to marketing communications;
– development and realization of marketing concepts as well as execution of the communication measures pertaining thereto on behalf of the customer;
– planning, development, design and execution of print advertising campaigns;
– consulting, planning, design, and execution of any and all other advertising campaigns deemed necessary during the term of the agreement.
1.2 Our General Terms and Conditions of Business shall apply to all consulting, conceptual, coordination, and project management tasks and shall apply to the exclusion of all other terms and conditions. Any conflicting terms and conditions of our clients or third parties shall be applicable only if we have expressly consented to the validity of such in writing. In the event our client does not agree to the above condition, he must inform us thereof immediately in writing. In such case, we hereby reserve the right to withdraw our offers without being subject to any claims whatsoever. We hereby expressly reject any reference to the validity of the terms and conditions of the client or third parties.
1.3 All arrangements made with our client for the purpose of fulfilling the agreement shall be set forth in writing in the body of the agreement.
1.4 Our Terms and Conditions shall also apply to any and all future transactions with our clients, even if no further specific reference is made thereto.

2. Offer, Subject of Agreement

2.1 Insofar as we have made an offer to the client that we have expressly designated as binding, we shall be bound to honor such offer for the duration of 14 days.
2.2 Unless otherwise agreed, the services shall be rendered on the basis of a concept to have been presented beforehand by the client. Such concept shall describe the scope of the services to be rendered by us accurately, completely, and exhaustively.
2.3 Insofar as we give a written account of client briefings in the form of entries in the minutes, such entries the minutes shall be regarded as the correct and exclusive basis for information and procedure once they have been submitted to the client, unless the client objects in writing to the accuracy of the entries in the minutes without delay, i.e. no later than three days after receipt of the minutes.

3. Approval, Changes to the Order

3.1 If, after an order has been placed, a concept is to be drawn up for the services to be rendered, it shall be the responsibility of the client to determine whether his wishes and needs have been reflected in the concept. The client shall approve [the concept] in writing within a review period of seven working days. Once approved, the concept shall become the binding basis for any further services to be rendered.
3.2 Approval shall be considered to have been granted in the event we request approval from the client after expiration of the review period, with reference to the fact that the concept will become binding upon approval, and the client brings forth no objections.
3.3 Insofar as the client wishes to make changes to parts of the order once it has been placed, any such changes shall require our consent. We shall be obligated to consent to changes insofar as it is possible to execute such changes within the time agreed upon for fulfilling the order and any additional effort required by the changes to the order is within a reasonable scope. We hereby reserve the right to a reasonable period of time in which to be able to review the effects of the changes to the order with respect to adherence to deadlines and cost calculations. In the event we consent to a change, we shall be entitled to request that our remuneration be adjusted to adequately reflect the change.
3.4 Changes to the order must as a rule be made by the client in writing and shall only be effective if they have been confirmed by us in writing as well.

4. Execution of order

We shall be entitled in principle to hire subcontractors to perform services related to the orders placed.

5. Prices/Payment Terms

5.1 The prices specified are net prices to which the value added tax currently applicable shall be added. Our prices apply only to the specific order in question and do not include any courier, travel, or accommodation expenses that may be necessary. Such expenses shall be invoiced separately.
5.2 Payment shall be due immediately upon presentation of the invoice, with no deductions. All payments shall be set off against the oldest outstanding invoice.

6. Time of performance

6.1 Deadlines for goods to be delivered or work to be performed shall only be deemed agreed with the client on a binding basis provided we have expressly confirmed in writing that such deadlines are binding.
6.2 We shall only be required to adhere to our obligation to render performance provided the client has fulfilled his obligations in due time and in a proper manner.
6.3 The agreed deadlines for the delivery of goods or performance of work shall be extended by any period of time for which we are prevented from rendering performance due to circumstances beyond our control. The same shall apply to any period of time for which we are awaiting information or cooperative action from the client.
6.4 In the event we fall behind schedule, we shall only be liable for damages attributable to gross negligence or intent on our part.

7. Client’s Duty to Cooperate

7.1 The client shall present us with the documents and records necessary for fulfilling the order immediately and in full. For the purpose of executing the agreement, the client shall provide us with the necessary basis material such as data, moving images and stills, illustrations, graphics, logos, proofread texts, and other materials and information as further specified in the respective concept. Such material shall be provided in digital form and in the agreed upon formats. If the basis material is provided in another form, any resulting additional expense shall be charged separately.
7.2 Insofar as the order is to be executed at the client’s place of business, the client shall provide us with the necessary work stations and work materials.
7.3 In other respects, the client shall ensure that all conditions constituting a prerequisite for execution of the order have been fulfilled. Should the client not comply with his duty to cooperate despite having been given due warning, including a grace period, we shall be entitled to terminate the agreement.
7.4 The client shall specify a qualified contact person responsible for all matters related to the assigned project for the duration of the period in which we are to render performance. Such contact person must have decision-making authority with respect to all contractual matters involving us.

8. Early Termination

In the event the client terminates the contractual relationship early after giving due notice or terminates the contractual relationship without notice for good cause for which we are not responsible, we shall be entitled to the remuneration agreed upon, less any expenses that we have not incurred. The amount of the expenses not incurred is hereby agreed to be 10% of the remuneration, unless one of the contracting parties is able to prove that the actual amount of the expenses not incurred exceeds or falls below such figure.

9. Acceptance

In the event we render services for our client that are subject to acceptance, or if acceptance of the services has been agreed upon, the client shall declare his acceptance without delay upon completion of such services. The services rendered shall be deemed accepted provided the customer does not object in writing, within eight calendar days of presentation of the service, to any significant defects that would prevent acceptance.

10. Warranty/Liability

10.1 We shall immediately effect subsequent improvement of any defects in the services rendered. The client shall be entitled to reduce our consideration or effect replacement only in the event we refuse to remedy a defect even after the claim to rectification of the defect has fallen due or at least two attempts at subsequent improvement have failed.
10.2 We shall be liable to the client for compensation only in the event of gross negligence or intent or insofar as we breach a cardinal duty or a duty essential to the agreement. “Cardinal duties” and “duties essential to the agreement” are duties that must be fulfilled to permit the Agreement to be executed in a proper manner and to whose adherence the contracting parties as a rule rely on and may rely on. In the event of a negligent breach of a cardinal duty, liability for damages shall be limited to the foreseeable damages typical to the type of agreement. Any liability for lost profit is hereby excluded. The same shall apply in the event we are held responsible for a breach of contract on the part of a subcontractor hired by us.
10.3 We shall ensure that the work results achieved by us do not infringe on any third-party property rights and that no third-party rights whatsoever will restrict or exclude the use [of the work results] pursuant to the agreement.
10.4 We and the client shall both be obligated to inform the respective other contracting party immediately in writing if any claims are asserted against such other party based on a breach of property rights or due to a violation of competition laws. In the event of conflicts with third parties, the contracting parties shall coordinate their actions with the respective other party.
10.5 We shall not be liable for proposals made by the client about which we have expressed our misgivings to the client. The final decision and the related liability shall lie in such case with the client.

11. Retention of Title

The work results supplied by us shall remain our property until all outstanding claims or any claims still to be incurred on the basis of the business relationship with the client, regardless of type or legal basis, have been paid in full. In the case of open accounts, the retention of title shall serve to secure the balance due.

12. Rights of Use and Exploitation Rights, Copyright Notice

12.1 The client shall receive non-exclusive and non-transferable rights of use and exploitation rights to our services for the contractually agreed purpose under the condition precedent that the contracted services be remunerated in full.
12.2 We shall be entitled to retain a copy of the work results for archiving purposes and for presenting the results to third parties as a reference project, including specifying the name of the client. Insofar as the results or partial results of our work for the client can be protected by property rights, we shall be entitled to name ourselves as the originator. To such extent, we shall have the right to affix to the work results a copyright notice in line with typical market practice with respect to form and design.

13. Maintenance of Secrecy

The contracting parties hereby agree to maintain secrecy regarding all information and documents received by them from the other contracting party or of which they become aware in connection with execution of the agreement that is designated as confidential. The contracting parties shall safeguard and secure such items such as to rule out misuse by third parties.

14. Setoff and Rights of Retention

14.1 Until the remuneration to which we are entitled has been paid in full, we shall have the right to retain all documents and records made available to us.
14.2 Our client shall only be entitled to set off any claims against a counterclaim if such counterclaim has been established by a court of law or is acknowledged by us to be undisputed. The same requirement shall apply to the assertion of any rights of retention.

15. Miscellaneous

15.1 In the event of disputes arising from the contractual relationship, Berlin shall be the place of jurisdiction insofar as legally permissible. We shall also have the right to bring an action against the client at the client’s place of business. The place of performance shall be the place of business of Schröder+Schömbs Public Relations GmbH.
15.2 Any claims arising from this Agreement shall be subject to German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
15.3 Any and all amendments or supplements to the contractual arrangements or to the provisions made in these Terms and Conditions must be made in writing. The same shall apply to any waiver of the written form requirement. The parties hereby agree that information conveyed by fax or e-mail shall meet the written form requirement, provided evidence of receipt thereof can be furnished.
15.4 Should any provisions hereof be invalid or unenforceable, this shall not affect the validity of the remaining provisions. Any such invalid or unenforceable provision shall be replaced by that provision which most closely approximates the financial intent of the invalid or unenforceable provision in a [legally] permissible manner.