General Terms and Conditions
General Terms and Conditions of the marketing agency SVH MEDIA, Im Baumgarten 5, 36355 Grebenhain-Volkartshain, Fon: 06668 - 153 49 46
§ 1 General - Scope
1. The terms and conditions apply to all current services of the marketing and advertising agency SVH MEDIA. They also apply to supplementary and follow-up orders, insofar as they concern similar objects of the order.
2. Terms and conditions of the client or third parties do not apply, even if the SVH MEDIA advertising agency does not separately object to their validity in individual cases. Even if the SVH MEDIA advertising agency refers to a letter that contains or refers to the terms and conditions of the client or a third party, this does not constitute consent to the validity of those terms and conditions.
3. These terms and conditions only apply to entrepreneurs, legal entities under public law or a special fund under public law. "Entrepreneurs" in the sense of the terms and conditions include any natural or legal person or partnership with legal capacity with whom a business relationship is entered into and who acts in the exercise of a commercial or independent activity.
§ 2 Offer and conclusion of contract
1. The SVH MEDIA advertising agency is only bound by its written offer, subject to the existence of an important reason in accordance with Section 3 (6), and for as long as it is specified in its offer. The advertising agency SVH MEDIA can fully or partially bind the offer, e.g. by adding "Offer subject to change". As far as the advertising agency SVH MEDIA excludes the binding offer in whole or in part, the advertising agency SVH MEDIA is entitled to the reservation of the revocation of its offer until the receipt of the declaration of acceptance, insofar as it is prevented from executing the offer due to a confirmation of other orders in the meantime. The declaration of a corresponding reservation in the offer is made, for example, by adding "Offer subject to change according to availability".
2. A contract is only concluded with the written conclusion of the contract or the written confirmation of the order offer from the SVH MEDIA advertising agency, but no later than the start of the service. The type and scope of the services owed by the advertising agency SVH MEDIA are determined - unless otherwise agreed - exclusively according to the content of the contract concluded or the confirmation of the contract offer. All ancillary agreements require the written form and the written confirmation by the advertising agency SVH MEDIA.
3. Information in brochures, other advertising material and on the websites of the advertising agency SVH MEDIA do not represent either the assumption of a guarantee or a quality risk.
§ 3 Services
1. A contract for work is concluded between the client and the SVH MEDIA advertising agency. The advertising agency SVH MEDIA reserves the right to employ vicarious agents (subcontractors) to fulfill this contract for work.
2. Complaints about the completed work are to be communicated to the advertising agency SVH MEDIA immediately after acceptance, but no later than within 7 working days, and they are then given a reasonable period for subsequent improvement. If the client violates his obligation to notify, to provide information or if no opportunity for subsequent improvement is given, he cannot derive any rights from this.
3. The deadlines and dates stated in the contract for the fulfillment of the service are non-binding information, unless the SVH MEDIA advertising agency expressly describes the time of fulfillment in writing as binding or a firm deal. In this respect, the submission dates are generally agreed according to the expected performance of the advertising agency SVH MEDIA and are non-binding and subject to the timely availability of the cooperation partners of the advertising agency SVH MEDIA as well as unforeseen circumstances and obstacles, regardless of whether they occur at the advertising agency SVH MEDIA or the cooperation partner, in particular force majeure, government measures, non-issuance of official permits, industrial disputes of any kind, sabotage, etc.
4. A bindingly agreed time for the fulfillment of the contract for work and services is extended appropriately if the SVH MEDIA advertising agency is prevented from observing it by circumstances for which it, its organs or vicarious agents are not responsible. In case of doubt, adherence to the deadlines presupposes the prior receipt of all documents, drawings, templates, plans, permits, approvals requiring cooperation, compliance with agreed payment conditions and the provision of material, information and facilities necessary for the successful and complete provision of the Services of the advertising agency SVH MEDIA are necessary in advance.
5. If the performance of the contract for work is delayed due to a circumstance for which the client is responsible or at the client's request, the SVH MEDIA advertising agency is entitled to demand reimbursement of the necessary additional expenses. In individual cases, the client is free to provide evidence of lower damage.
6. The advertising agency SVH MEDIA is entitled at any time to refuse the fulfillment of the contract for work in whole or in part and independently of a binding offer, if there are significant reasons. A major reason would be e.g. the planned use of the work in an illegal, racist or sexist framework as well as exceeding a credit limit granted by the advertising agency SVH MEDIA in accordance with Section 4 (7) or the negative result of a credit check carried out (e.g. at Schufa, Creditreform, Bürgel, etc.).
7. If the order to the SVH MEDIA advertising agency includes not only a work but also a contractual obligation to provide a service or to provide items (e.g. rental of presentation equipment or telecommunications systems), a separate contract will be concluded.
§ 4 Remuneration, Terms of Payment
1. The client pays the advertising agency SVH MEDIA for the agreed work the remuneration agreed in the individual order or specified in the offer. All prices are net prices and do not include the VAT applicable in the respective country of delivery (place of execution). If hourly rates are agreed, they will be billed in full without deduction of break times and for each started hour.
2. The services provided by the SVH MEDIA advertising agency are generally - especially for new customers - against prepayment, unless expressly agreed otherwise. If a discount has been contractually agreed, this will be taken into account in the advance payment.
a) If the client defaults on the advance payment, the SVH MEDIA advertising agency is optionally entitled to request advance payment or security for the entire order amount within a grace period to be set for the client. If the grace period expires without result, the SVH MEDIA advertising agency can withdraw from the contract and claim damages.
b) If the SVH MEDIA advertising agency initially begins to provide its service without an advance payment or only a partial advance payment, it is nevertheless entitled at any time to continue to carry out the order dependent on the payment of the entire order amount, if applicable minus any discount in advance close. The start of the service without prepayment does not mean that the SVH MEDIA advertising agency waives the right to request an advance payment in the amount of the order amount. This applies in particular in the event that milestone payments have been agreed and these have not been paid by the client on time or in the event that the client's creditworthiness deteriorates during the execution of the order. The latter also includes the fact that the SVH MEDIA advertising agency does a credit check only after the start of the order and only then learns of the client's possibly poor creditworthiness.
c) If the SVH MEDIA advertising agency requires prepayment during an order that has already been started and makes further implementation dependent on the prepayment, the customer must provide evidence of the prepayment by means of suitable documents or in cash in order to ensure the smooth continuation of the order. In its own interest, the client shall immediately pay the advance payment and, if necessary, provide evidence thereof.
d) Should the client fail to make advance payment without delay despite being requested to do so and provide evidence of this by means of suitable documents, the SVH MEDIA advertising agency is entitled to withdraw from the contract and claim damages.
3. If the SVH MEDIA advertising agency has not exercised its right to advance payment and unless otherwise stated in the SVH MEDIA advertising agency's offer, the invoice amount is due for payment fourteen (14) days after the invoice date and invoicing without any deduction.
a) Im Rahmen der Rechnungslegung ist es ausreichend, soweit eine Übersendung per E-Mail erfolgt.
b) Discount deductions require a separate written agreement and are otherwise based on the content of the order offer. For the timeliness of any payment and discount, the crediting of the amount owed to the business account of the advertising agency SVH MEDIA or the transfer of the invoice amount in cash is decisive.
c) In the case of transfers to the business account of the advertising agency SVH MEDIA, which is kept at a bank or savings bank based in Germany, all bank charges and other transfer costs that may arise are borne by the client.
4. Unless otherwise agreed in writing, all payments are to be made in cash or by bank transfer. Checks are only accepted on account of performance and by special agreement. If the payment deadline is exceeded, the advertising agency SVH MEDIA is entitled to default interest of eight percentage points above the respective base rate of the ECB without further warning. The assertion of higher damage caused by default remains unaffected.
5. The advertising agency SVH MEDIA is entitled to offset payments against older debts of the client. If costs and interest have already arisen due to the delay, the SVH MEDIA advertising agency is entitled to offset the payment first against the costs, then against the interest and finally against the main claim. If the client makes a different repayment provision, the SVH MEDIA advertising agency is entitled to refuse the payment.
5.1. If the client defaults on payment for an order that has already been billed and there are follow-up orders, the advertising agency SVH MEDIA is entitled to demand this advance payment, even if it was offered in a different form, and to suspend the services until the invoice amount has been paid in full was paid. Possibly. In this case, the rights of use made available go back to the SVH MEDIA advertising agency. The same applies if there are doubts about the client's willingness to pay and / or the solvency.
6. Insofar as the agreed terms of payment are deviated from without justifying reason, the SVH MEDIA advertising agency can also request cash payment, advance payment or security deposit at any time for further services, regardless of Section 4 (2). All outstanding claims, including those for which advertising agency SVH MEDIA has accepted bills of exchange or for which payment in installments has been agreed, are due immediately.
7. The payment terms granted apply to the credit limit issued by the SVH MEDIA advertising agency for each individual order. When determining the current credit limit, open payment obligations from existing or previous contracts are also taken into account. If the currently set credit limit is exceeded, the advertising agency SVH MEDIA reserves the right to request the remaining order value as advance payment. The advertising agency SVH MEDIA is also entitled to exercise the rights mentioned in § 4 Paragraphs 2 and 6 in the event of a subsequent change in the creditworthiness or the exceeding of the credit limit of the client.
8. If the client is furthermore in default of payment of an agreed part or the entire amount despite a supplementary request for payment, the advertising agency SVH MEDIA can also terminate the contractual relationship without notice.
§ 5 usage rights
1. The advertising agency SVH MEDIA produces the agreed work and grants the client the rights of use agreed in the contract for this. Any further use requires an additional contract between the advertising agency SVH MEDIA and the client.
2. The advertising agency SVH MEDIA reserves the right to use works that were produced for their clients in the context of self-promotion in all media, unless this was clearly excluded in the contract.
3. If the client provides the advertising agency SVH MEDIA with other works (e.g. logos, photos, advertising texts etc.) which are to be incorporated into the work of the advertising agency or which are to be changed, he assures with the handover that he is in possession of the has the necessary usage rights for this purpose and has these transferred to the advertising agency SVH MEDIA. The client will keep the advertising agency SVH MEDIA free from all claims on the part of the authors of these works and, if necessary, assume any costs incurred for legal defense of the advertising agency SVH MEDIA.
§ 6 Liability
1. The liability of the advertising agency SVH MEDIA for damages, regardless of the legal reason, in particular for impossibility, delay, breach of contract, breach of obligations in contract negotiations and tort, is limited in accordance with this paragraph, insofar as it is a fault in each case.
2. The advertising agency SVH MEDIA is not liable
a) in the case of simple negligence on the part of their bodies, legal representatives, employees or other vicarious agents;
b) in the case of gross negligence on the part of your non-managerial employees or other vicarious agents, unless it is a breach of essential contractual obligations.
3. As far as the advertising agency SVH MEDIA is basically liable for damages according to paragraph 2, this liability is limited to damage that it foresaw as a possible consequence of a breach of contract when the contract was concluded or taking into account the circumstances that it knew or that it would have had to know, should have foreseen if the due care had been exercised.
4. Insofar as the SVH MEDIA advertising agency provides technical information or acts in an advisory capacity and this information or advice does not belong to the contractually agreed scope of services owed by it, this is done free of charge and with the exclusion of any liability.
5. The restrictions of this paragraph do not apply to the liability of the advertising agency SVH MEDIA for willful behavior, for injury to life, limb or health or according to the product liability law.
1. The contract can only be terminated by either party for good cause. An important reason exists in particular if there are facts on the basis of which the terminating party can no longer be expected to continue the contract, taking into account all the circumstances of the individual case and weighing the interests of the parties to the contract. If the client terminates the contract without good cause or if the SVH MEDIA advertising agency terminates the contract for an important reason for which the client is responsible, the SVH MEDIA advertising agency retains the full payment claim that is still open or expected for the order, reduced by saved expenses. The contracting parties reserve the right to provide evidence of higher or lower damage.
2. The termination must be made in writing.
§ 8 Prohibition of offsetting
The client is only entitled to offset if his counterclaims have been legally established or are undisputed. The client is only authorized to exercise a right of retention if his counterclaim is based on the same contractual relationship.
§ 9 confidentiality, non-competition clause
The client will only use trade secrets, documents, experience and knowledge of or about the SVH MEDIA advertising agency as well as its partners and customers to achieve the service contractually owed to its customers and treat them as strictly confidential towards third parties. This obligation remains in effect for two years after the contract has ended.
§ 10 newsletter, data protection
1. The client agrees that the SVH MEDIA advertising agency is entitled to process and use its inventory data insofar as this is necessary to advise the client, for advertising and for market research for its own purposes and for the needs-based design of its services. The client agrees that his information may be used for marketing purposes and that the advertising agency SVH MEDIA (or others) may inform him about interesting offers by email. By placing the order, the client particularly consents to receiving the newsletter from the SVH MEDIA advertising agency free of charge at irregular intervals. Of course, the client has the option of canceling the subscription to the newsletter at any time without giving a reason, even before receiving the first newsletter. This can e.g. via the unsubscribe link at the end of the newsletter or by post (advertising agency SVH MEDIA, Im Baumgarten 5, 36355 Grebenhain).
2. The client can object to the use of his data at any time. On request, the SVH MEDIA advertising agency will provide the client with complete and free information about the stored data, as far as it concerns him.
3. The client acknowledges that the advertising agency SVH MEDIA saves data from the contractual relationship in accordance with Section 28 of the Federal Data Protection Act for the purpose of data processing and reserves the right to transfer the data to third parties if necessary for the fulfillment of the contract.
§ 11 Final provisions, place of jurisdiction
1. The underlying contract including these general terms and conditions and all legal relationships between the parties are subject to the law of the Federal Republic of Germany, excluding the UN Sales Convention (CISG).
2. The place of jurisdiction for any disputes arising from the business relationship between the advertising agency SVH MEDIA and the client is - as far as legally permissible - at the discretion of the advertising agency SVH MEDIA Alsfeld or the seat of the client. Alsfeld is the exclusive place of jurisdiction for lawsuits against the advertising agency SVH MEDIA. Mandatory legal provisions on exclusive places of jurisdiction remain unaffected by this regulation.
3. All agreements made between the parties for the purpose of executing the contract are also set out in writing in the contract.
4. Should individual provisions of the contract with the client, including these general terms and conditions, be or become ineffective or contain a loophole, this shall not affect the remaining provisions.
Status: November 2020