- Over and above the liability for material defects and defects of title, the Provider shall be liable without limitation, if the damage has been caused intentionally or by gross negligence. The Provider shall also be liable for negligent violation of material contractual obligations (obligations whose violation jeopardizes the attainment of the purpose of the contract) as well as for the violation of essential obligations (“Kardinalpflichten“) (obligations, whose performance will enable the due and proper performance of the contract in the first place and on whose performance the Client as a rule relies), in each case however only for the foreseeable damage that is typical for this type of contract. The Provider shall not be liable for the negligent violation of obligations other than those mentioned above. The limitations of liability specified in this paragraph do not apply in the case of death, bodily injury or damage to health.
- If the liability of the Provider is excluded or limited, this shall also apply to the personal liability of the employees, representatives and vicarious agents of the Provider.
§11 Designation as reference Client
- The Provider shall be entitled to name the Client as a reference client with the Client’s prior written consent. The Client may refuse its consent at any time without stating reasons and may revoke a consent once granted. In the event of revocation, the Provider shall remain entitled to consume advertising material already printed.
- The designation may also be made online, for example on the Provider’s company website, including the Client’s company logo. For this purpose, the Client shall grant the Provider a simple, temporally and spatially unrestricted, non-transferable right of use with regard to the name and trademark rights required for this purpose.
- All information in connection with the order and the business relationship shall be kept secret. In particular, the Provider shall treat as strictly confidential all business transactions coming to its knowledge, such as print documents, layouts, storyboards, numerical material, drawings, data carriers and other documents containing the Client’s copyrighted materials. The Provider shall impose the same duty of confidentiality on all employees and/or third parties (e.g. suppliers, graphic designers, etc.) who have access to the aforementioned business transactions. The obligation to maintain secrecy shall apply for an unlimited period of time beyond the duration of this contract.
- The obligation to maintain confidentiality pursuant to para. 1 shall not apply to information or business transactions which the other party has expressly released for publication in writing, e.g. within the scope of the designation as reference Client.
§13 Non-solicitation clause
The parties shall refrain from inciting employees or vicarious agents of the other contracting party to breach the contract or from soliciting such employees or vicarious agents in a similarly unfair manner during the term of a service contract and 6 months after its termination.
§14 Documents, Right of Retention and Data Protection
- The Provider shall use all information, documents or other resources which it receives from the Client or from third parties for the execution of the order exclusively for the performance of its tasks.
- Until full settlement of its claims, the Provider shall have a right of retention to the documents provided to it. After settlement of the claims arising from the contract, the Provider shall return all documents which the Client or a third party has handed over on the occasion of the execution of the order. This shall not apply to correspondence between the parties as well as simple copies of reports, organization charts, drawings, lists, calculations, etc. prepared within the scope of the order, provided that the Client has received the originals.
- The Provider shall electronically store and process the contents of the orders and the services created within the scope of these orders in compliance with the data protection provisions. The electronically stored or other data may not be forwarded to third parties unless there is a legal obligation to do so. The collection, processing and use of personal data by the Provider shall be carried out in compliance with the applicable data protection regulations. The obligation shall continue to exist after termination of the cooperation.
§15 Final provisions
- Should any provision of these General Terms and Conditions be or become invalid, this shall not affect the validity of the contract as a whole.
- The place of jurisdiction shall be Düsseldorf, Germany. The Provider shall also be entitled to sue the Client at its place of business.
- The business relations between the Provider and the Client are subject to the laws of the Federal Republic of Germany. The application of international uniform law, in particular of the UN Sales Convention (United Nations Convention on Contracts for the International Sale of Goods) is excluded.
Status: September 2020