General Terms and Conditions - Status as of May 4, 2020

1. subject matter of the contract

  1. These General Terms and Conditions (“GTC”) govern all contractual relationships between PLAN Mediaagentur GmbH, Dom-Pedro-Straße 7, 80637 Munich (“PLAN”) and contractual partners (“clients”) in the business sector, regardless of whether they are merchants, legal entities under public law or special funds under public law.
  2. All offers made by the PLAN are non-binding, unless otherwise agreed in writing. If the client places an order with the PLAN on the basis of an offer, this shall be deemed a new offer, which shall only be accepted by the PLAN upon confirmation of the order (in writing or by e-mail).
  3. Delivery dates and deadlines, should they be agreed as “binding”, must be specified as such or with an equivalent designation (“firm”, “fixed” or similar) in text form. Deadlines shall commence on the date of the order confirmation.
  4. The order confirmation and these GTC shall be decisive for the content of the contract between the client and the PLAN.

2. benefits

  1. PLAN’s services may include Advertising services, in particular media planning, media buying and media handling in Switzerland and abroad. In addition, conceptualization and support of social media appearances, including community management. In the case of advertising placement and / or mediation, the general terms and conditions of the respective advertising media shall also apply insofar as they do not contradict these GTC.
  2. The PLAN shall be entitled to commission subcontractors to perform the assigned work. Unless otherwise agreed, the handover of so-called “open files” is not owed.
  3. PLAN’s services shall be deemed to have been rendered upon express or implied acceptance by the client upon publication of the advertising material.
  4. The use of presentations, scripts or documents of any kind is only permitted with the prior written consent of the PLAN.
  5. The client undertakes to provide the PLAN with all information within its sphere of knowledge and to grant all authorizations required for the proper provision of the services by the PLAN.
  6. This includes in particular, but is not limited to: general company information, detailed briefing for the respective orders, advertising material, contact details for the respective contact persons, notification of deadlines as soon as these are known.

3. remuneration / terms of payment

  1. Unless otherwise agreed, all PLAN services (in particular presentations and additional expenses) shall be remunerated in accordance with the fee calculations contained in all PLAN offers.
  2. Unless otherwise agreed, rights of use to the work produced by the PLAN shall be remunerated separately (see also “Copyright and rights of use”).
  3. In the case of advertising placement and/or mediation, the applicable list prices of the advertising media shall apply. These shall be shown transparently by the PLAN in all offers. The PLAN shall commission the advertising media in its own name and for its own account.
  4. All amounts are net amounts plus statutory VAT.
  5. The PLAN shall issue an invoice for all services. Payments are due immediately and must be made within 10 days of the invoice date. The client shall be in default no later than 30 days after receipt of the invoice without the need for a reminder.
  6. In the case of advertising placement and / or mediation, the PLAN is entitled to demand advance payments of up to 100% of the (anticipated) costs of the advertising placement and / or mediation.
  7. In the event that the client cancels media placement orders that have already been placed with media providers or set up in booking tools by the PLAN, the PLAN shall be entitled to charge the agreed fee in full.
  8. Non-compliance with the terms of payment, deterioration of the Client’s financial situation, in particular bill and check protests, shall result in the immediate maturity of all PLAN’s claims against the Client.

4. delivery / acceptance / impediments to performance

  1. Delivery dates shall be confirmed by the PLAN in text form and shall only be binding if the customer has fulfilled its obligations to cooperate. They shall be extended by the duration of the event in the event of events that are not within the PLAN’s sphere of risk and that are significant for compliance with the deadlines.
  2. The PLAN shall immediately notify the client of the occurrence of such an event. The risk of transmission shall pass to the customer at the time the work/data is made available on the customer’s own or third-party server. Deliveries are made “ex works”.
  3. In the event of default, the PLAN shall be granted a reasonable grace period. Compensation for damages caused by delay shall be limited to the value of the order. If the customer is in default of acceptance or in breach of its duty to cooperate, or if the customer is responsible for impediments to performance, the PLAN shall be entitled to demand compensation for the resulting damage.

5. property rights / right of retention / prohibition of set-off

  1. The transmission of files (including originals) shall only take place for the purpose of use by the client.
  2. The PLAN reserves the right to assert rights of retention, including by retaining documents and files. There is neither an obligation to surrender nor a retention obligation.
  3. Title to other products shall remain with PLAN until all of PLAN’s claims against the Customer have been paid in full.
  4. The client assures that it is authorized to use all documents submitted to the PLAN and shall indemnify the PLAN against all third-party claims in this respect.
  5. The PLAN may use the work carried out for the Client in all media for its own advertising purposes, naming the Client, unless this conflicts with the Client’s interest in confidentiality, which must be notified in writing, or the purpose of the contract. The PLAN warrants that only such information shall be used for self-promotion that is also publicly available in other places.

6. notification of defects

  1. The work shall be transmitted at the risk and for the account of the client. The client is obliged to check the work received immediately for completeness and quality and to notify the PLAN in writing of any obvious defects within 10 working days of receipt.

7. liability

  1. The PLAN is only liable for damages due to intentional or grossly negligent behavior. Damages resulting from injury to life, limb or health remain unaffected by this, as do damages that are also based on a slightly negligent breach of a material contractual obligation (cardinal obligation) in accordance with Section 1 of these GTC.
  2. The PLAN shall not be liable for deviations in the quality of the work that are customary in the industry, nor for defects that are not reported and/or not reported on time.
  3. Liability for obvious and recognizable but unreported defects shall not apply. The PLAN shall not be liable for the legal permissibility of the use of the work.
  4. With regard to the activities of subcontractors, the PLAN’s liability shall be limited to fault in selection. The amount of the PLAN’s liability shall be limited to the foreseeable damage typical of the contract.
  5. The client shall be liable for the (personal) data transmitted to the PLAN and shall indemnify the PLAN against any third-party claims in this respect.
  6. In particular, the client shall be liable for the legal admissibility of the advertising placements and/or communications commissioned by the client.

8. termination

  1. Termination for good cause is possible at any time in the event of a breach of material obligations for both parties, in particular in the event of circumstances that prevent the PLAN from fulfilling its contractual obligations and that are beyond the control of one of the parties.
  2. A right to terminate for good cause shall exist in particular, but not conclusively, if the client does not meet its payment obligations, the client does not grant the necessary approvals, insolvency proceedings have been opened against the assets of one party or rejected for lack of assets and/or the other contracting party has not been informed of this.
  3. If the client terminates the cooperation for good cause, then: in the case of advertising placements and/or communications, in addition to the expenses to be proven by the PLAN (costs of booking advertising media, expenses and costs), the working hours incurred up to the time the termination takes effect shall be reimbursed pro rata as a lump sum or, if a pro rata lump sum calculation is not possible, on the basis of a time sheet.
  4. Further claims for damages and/or reimbursement of expenses and/or compensation for pain and suffering remain reserved. Notice of termination must be given in text form, stating the reasons.

9 Confidentiality and data protection

  1. All information obtained by the PLAN in the course of its cooperation with the client shall be treated as strictly confidential. This information will not be passed on to third parties.
  2. Exceptions to this apply in the event that the information must be forwarded to third parties for the execution of the contract, that the client has already published the information itself or that it has become publicly known by other means.
  3. (Personal) data is collected, processed and used in accordance with the provisions of the GDPR, the BDSG and other legal provisions. Insofar as the PLAN acts as a data processor for third parties, this applies accordingly. Further information can be found at wirsindderplan.de/datenschutz.

10. final provisions

  1. The place of performance and jurisdiction for all disputes is Munich for merchants, legal entities under public law or special funds under public law.
  2. German law shall apply exclusively.
  3. Amendments to these GTC and verbal ancillary agreements must be made in writing (e-mail is sufficient) to be effective.
  4. Should individual provisions of these GTC be or become invalid, this shall not affect the validity of the remaining provisions.