1. General Provisions
The following General Terms and Conditions (GTC) apply to all contracts for marketing services between CHARISMARCOM and the client. Conflicting terms and conditions of the client shall not become part of the contract, even if CHARISMARCOM does not explicitly object to them.
2. Scope of Services, Rights of Use
2.1 The services provided by CHARISMARCOM are its intellectual property. As a general rule, the client is granted only a simple, non-exclusive right of use. The rights of use are limited to the agreed project between CHARISMARCOM and the client. Copyright law applies — at least by analogy — even where the formal requirements for protection are not met.
2.2 For elements created within the project, the client is granted an international, time-unlimited, non-exclusive right of use. There is no right to sell or have the motifs and data edited by third parties. Any modifications to the work require prior consent.
Should the client wish to pass on the motifs to third parties or have them edited by third parties, this must be communicated in advance. In such cases, an additional fee for granting editing rights must be agreed upon. The standard usage factor amounts to 3.5 times the fee; open data files are not included. All copyright and further rights of use not expressly agreed upon remain exclusively with the author until further contractual agreement.
2.3 The contract does not include any legal review. In particular, it does not cover the examination of the work by CHARISMARCOM for compliance with competition law, nor does it include a review of the registrability or usability of the work under trademark or other intellectual property law. The client is solely responsible for conducting the necessary research and ensuring the legal permissibility of use.
3. Approval, Remuneration, Transfer of Rights
3.1 The client receives drafts for review and approval. Upon approval of the work, the client assumes responsibility for the accuracy of content, images, audio and text. Rights are not transferred to the client at this stage. Drafts must be formally approved by the client for final completion. If final completion is not possible on the basis of the original proposal, CHARISMARCOM will prepare a new offer for acceptance by the client. Remuneration is then due for the total service based on the submitted proposals.
3.2 Rights of use are transferred to the client only upon full payment of the agreed remuneration. Until that point, all rights and ownership remain with CHARISMARCOM. Data and files generated in the course of fulfilling the contract also remain the property of CHARISMARCOM. CHARISMARCOM is not obliged to hand over data and files to the client. Should the client request the transfer of such data and files, this must be agreed upon separately and remunerated accordingly.
4. Due Date of Remuneration, Acceptance, Default
4.1 Remuneration is due upon acceptance of the work without any deductions. If the commissioned services are accepted in parts, a corresponding partial payment is due upon each partial acceptance. For services that are financially or time-intensive, CHARISMARCOM is entitled to demand reasonable advance payments (each 1/3 of the total remuneration: upon commissioning / upon 50% completion / upon final acceptance). Acceptance may not be refused on artistic or design grounds (see 8.1).
4.2 In the event of late payment, default interest shall accrue at a rate of 5 percentage points above the applicable base interest rate. The assertion of proven higher damages remains possible. In the event of late payment for partial services, CHARISMARCOM is entitled to provide further services only concurrently with prior payment.
5. Third-Party Services
5.1 CHARISMARCOM acts creatively in accordance with sections 2.1 and 8.1. However, delivering a completed work may require third-party services (e.g. proofreading, print production, programming, etc.), which are specified in the proposal. CHARISMARCOM is authorised to order such third-party services in the name of and on behalf of the client, and to have them remunerated by the client. The client undertakes to grant CHARISMARCOM the corresponding powers of attorney.
5.2 To the extent that contracts for third-party services are concluded in the name of and on behalf of CHARISMARCOM in individual cases, the client shall indemnify CHARISMARCOM in the internal relationship from all liabilities arising from such contract conclusion.
6. Specimen Copies, Self-Promotion
The client shall provide CHARISMARCOM free of charge with five flawless specimen copies of all completed services. CHARISMARCOM is entitled to use these copies and all works created in the fulfilment of the contract for self-promotional purposes across all media. CHARISMARCOM is entitled to refer to its activities on behalf of the client.
7. Liability
7.1 CHARISMARCOM shall only be liable for damages (e.g. to submitted materials) in cases of intent and gross negligence, except for damages arising from injury to life, body or health. For such damages, CHARISMARCOM shall also be liable in cases of slight negligence. Otherwise, CHARISMARCOM shall only be liable for slight negligence if a cardinal obligation is breached, the fulfilment of which is of particular importance for achieving the purpose of the contract.
7.2 For orders placed with third parties in the name of and on behalf of the client (5.1), CHARISMARCOM assumes no liability towards the client, unless CHARISMARCOM is at fault specifically in the selection of the third party. In such cases, CHARISMARCOM acts solely as an intermediary.
7.3 Upon approval of drafts (3.1) by the client, the client assumes responsibility for the correctness of the work (e.g. in text and image). After approval, CHARISMARCOM bears no liability for these drafts.
8. Creative Freedom, Execution of the Order, Materials
8.1 Creative freedom applies within the scope of the order. Complaints regarding artistic design are excluded. If the client requests changes during or after production, the client shall bear the additional costs thereby incurred.
8.2 If the execution of the order is delayed for reasons attributable to the client, CHARISMARCOM may demand an appropriate increase in remuneration. In cases of intent or gross negligence, CHARISMARCOM may also assert claims for damages. The assertion of further delay-related damages remains unaffected.
8.3 The client warrants that they are authorised to use all materials submitted to CHARISMARCOM. Should the client not be authorised contrary to this warranty, the client shall indemnify CHARISMARCOM from all third-party claims.
9. Termination
In the event of early termination of the contract by the client, CHARISMARCOM shall receive the agreed remuneration, but must allow for any expenses saved or substitute orders carried out or maliciously omitted. In the event of termination before work commences, the remuneration shall amount to at least 10% of the agreed fee. The client reserves the right to prove that actual services were of lesser value or that expenses were higher. The right to extraordinary termination remains unaffected.
10. Final Provisions
10.1 Except in contracts with consumers, the exclusive place of performance and jurisdiction is Augsburg, Germany. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
10.2 Should any of the above terms and conditions be invalid, this shall not affect the validity of the remaining terms and conditions.