General Terms and Conditions of wel.com*, e-Communication Department of balleywasl.muenchen gmbh
A PDF file containing the General Terms and Conditions – here within called ‘the T&Cs’ - can be downloaded from the agency’s websites: www.wel-com.de and www.dimenxion.de. The mention here within of this source suffices as grounds for their lawful usage.
1. Purpose of the T&Cs
The purpose of the T&Cs is to contractually determine the responsibilities of wel.com* e-Communication - here within called ‘the agency’ - that carries out activities in the areas of online marketing and online marketing consultancy, planning, design, programming and marketing on behalf of other companies or other contracting bodies – here within called ‘the contractor’
Unless explicitly otherwise agreed upon beforehand, the development of concepts and design proposals by wel.com* e-Communication upon request are subject to the fee agreed upon between the agency and the contractor requesting such works here within called ‘the presentation fee’. In cases where such proposals lead to the contractual fulfilment of the contents or part(s) thereof, the presentation fee will be absorbed into the invoice for such works where appropriate. Copyrights and property rights resulting from such proposals remain the agency’s and are in no way affected by the payment of the presentation fee unless their usage falls under those circumstances covered in section 7 of the T&Cs
3. Loyalty commitment to the contractorThe agency’s loyalty commitment to the contractor obligates the agency to an objective consultancy of which the sole purpose is achieving the goals of the contractor. This especially applies to the agency’s choice(s) of appropriate media and choices pertaining to third parties such as those to the project related services. Unless the contractor explicitly reserves the right to be involved in such decisions, any decisions pertaining to the usage of third parties will be based solely on the agency’s evaluation of said third party’s cost effectiveness to client benefit ratio.4. Media contracts Unless explicitly otherwise agreed upon beforehand, the agency will contract communication medias in its name and at its cost on the cheapest possible terms for the contractor. 5. Competitive exclusionThe agency is obligated to inform the contractor of any possible conflicts of interest and is prepared to guarantee competitive exclusion for defined products and services upon request. Should such competitive exclusion(s) come into effect, the contractor agrees not to simultaneously contract any other agency with consultancy, planning, design or execution of any tasks, products or services reasonably deemed part of the contract while the contract is in effect. 6. Confidentiality The agency is obligated to keep any trade secrets learned through working with the contractor confidential. The same applies to any third parties contracted by the agency where it is deemed necessary to pass such information to third parties for reasons of task fulfilment. The termination of any contract(s) between the agency and the contractor does not affect this obligation of confidentiality. The agency will use the contractor and its project or part(s) thereof for purposes of reference only after first obtaining written permission from the contractor. 7. Intellectual property
Any and all originator rights or usage rights – here within called ‘the rights’ delivered in conjunction with tasks carried out within the scope of any contract(s) by the agency are transferred to the contractor wherever possible. Depending on purpose, the rights are subject to type of usage, duration of usage, geographical usage and scope of usage. The rights as they pertain to works unpaid upon contract termination or works done on a commission basis not appropriately publicised remain the agency’s unless otherwise agreed upon. Types of usage unknown at the time of contracting are not covered by this clause. Where applicable, such cases are covered by the German laws governing intellectual property §§ 31a through 32c UrhG.
8. Scope of Work
A scope of work and timeframe will be given for the required project and needs be honoured by both parties. Any time or scope of work amendments sides the client needs to be informed in written notice to the agency. Should the deadlines or scope of work be changed through the client or third party, all time frame and scope of work will correspond accordingly. The agency has the right to give a new timeframe to adapt to the new scope necessitated thereby shall be charged as an extra cost.
The Services provided by the agency in the contract will be summarized in contract and is the base for the services calculation. Other additional services not in contract will be charged in addition.
10. Additional services
Should the client require the Agency to change, reject, stop or cancel any plans, schedules or work in progress the Agency will take all reasonable steps to comply provided that we can do so within our contractual obligations to suppliers and other clients. The client will reimburse the agency of any charges or expenses incurred as a direct or indirect result of such change and shall also pay our fees covering these items. To ensure promised deadlines, additional hours of staff and night and weekend work will be charged separately with an additional 50% premium fee.
11. Payment Terms
Good and Services are to be paid by the client as in the following:
30% upon agreement and contract
30% upon finalized approval of design and creatives
40% upon fulfilment of campaign
The agency is only liable to the contractor for acts of malice intent and acts of gross negligence as they pertain to tasks set out in the contract(s). This does not affect liability for negligence resulting in death, injury or health problems or the mandatory liability covered by the Product Liability Act.
13. Court of Jurisdiction
The sole court of jurisdiction for any disputes arising from any contract(s) made with the agency is – whenever legally possible - Munich.
14. Applicable Laws
Unless otherwise agreed upon, any contract(s) between the agency and the contractor are also subject to German law with the exclusion of the stipulations set out under the United Nations Convention on Contracts for the International Sale of Goods (CISG).
The validity of terms and conditions set out in each section of the T&Cs remain unaffected should any section(s) in the T&Cs prove inapplicable or unenforceable. In such cases, both the agency and the contractor agree to reach an agreement that appropriately satisfies any areas of the contract affected.