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 Marken- & Mediaagentur GmbH, Elvirastraße 5 RGB, 80636 Munich (“PLAN”) and its contractual partners (“Clients”) in the business sector, whether they are merchants, legal entities under public law, or special funds under public law.
  2. All offers made by PLAN are subject to change without notice, unless otherwise agreed in writing. If the client places an order with PLAN based on an offer, this shall be deemed a new offer, which is accepted by PLAN only upon confirmation of the order (in writing or by email).
  3. Delivery dates and deadlines, if agreed upon as “binding” or using terms with the same meaning (“fixed,” “definite,” etc.), must be specified in writing. Deadlines begin on the date of the order confirmation.
  4. The order confirmation and these Terms and Conditions govern the terms of the contract between the Client and PLAN.

2.Services

  1. PLAN’s services may include: advertising services, in particular media planning, media buying, and media execution both domestically and internationally. Additionally, the development and management of social media presence, including community management. With regard to the placement and/or brokerage of advertisements, the general terms and conditions of the respective advertising platforms apply to the extent that they do not conflict with these Terms and Conditions.
  2. PLAN is entitled to engage subcontractors to perform the assigned work. Unless otherwise agreed, PLAN is not obligated to provide so-called “open files.”
  3. The services provided by PLAN shall be deemed to have been rendered upon the publication of the advertising materials, subject to the client’s express or implied acceptance.
  4. The use of presentations, scripts, or documents of any kind is permitted only with the prior written consent of PLAN.
  5. The Client agrees to provide the Contractor with all information within its knowledge and to grant any approvals necessary for the Contractor to properly perform the services.
  6. This includes, in particular, but is not limited to: general company information, detailed briefings for each assignment, promotional materials, contact information for the relevant contacts, and notification of deadlines as soon as they are known.

3. Compensation / Payment Terms

  1. Unless otherwise agreed, all services provided by PLAN (in particular presentations and additional work) shall be compensated in accordance with the fee schedules included in all of PLAN’s proposals.
  2. Unless otherwise agreed, usage rights to the work created by PLAN shall be compensated separately (see also “Copyright and Usage Rights”).
  3. For the placement and/or brokerage of advertisements, the currently valid list prices of the advertising media shall apply. These are clearly stated in all offers issued by PLAN. PLAN places orders for advertising media in its own name and at its own expense.
  4. All amounts are net amounts and do not include applicable sales tax.
  5. PLAN will issue an invoice for all services rendered. Payments are due immediately and must be made within 10 days of the invoice date. The client will 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 brokerage, PLAN is entitled to require advance payments of up to 100% of the (estimated) costs of the advertising placement and/or brokerage.
  7. In the event of cancellations of media placement orders caused by the client, which have already been placed by PLAN with media providers or set up in booking tools, PLAN is entitled to charge the full agreed fee.
  8. Failure to comply with the terms of payment, a deterioration in the client’s financial situation, and in particular the dishonoring of bills of exchange or checks, shall result in all of PLAN’s claims against the client becoming immediately due and payable.

4. Delivery / Acceptance / Impediments to Performance

  1. Delivery dates must be confirmed in writing by PLAN and are binding only if the client has fulfilled its obligations to cooperate. In the event of circumstances beyond PLAN’s control that are material to meeting the deadlines, such dates shall be extended by the duration of the event.
  2. PLAN must immediately notify the Client of the occurrence of such an event. The risk of transmission passes to the Client at the time the work or data is made available on PLAN’s own or a third-party server. Deliveries are made “ex works.”
  3. In the event of a delay, PLAN shall be granted a reasonable grace period. Compensation for damages resulting from the delay shall be limited to the value of the order. In the event of a delay in acceptance by the client, a breach of the client’s duty to cooperate, or obstacles to performance for which the client is responsible, PLAN shall be entitled to claim compensation for the resulting damages.

5. Property Rights / Right of Retention / Prohibition on Set-off

  1. The transmission of files (including original files) is intended solely for the client’s use.
  2. PLAN reserves the right to assert rights of retention, including by withholding documents and files. There is no obligation to surrender or retain such materials.
  3. Ownership of other products shall remain with PLAN until all of PLAN’s claims against the client have been paid in full.
  4. The Client warrants that it is authorized to use all documents provided to PLAN and shall indemnify PLAN against any and all claims by third parties in this regard.
  5. PLAN may use the work performed for the Client in all media for its own promotional purposes, provided that the Client’s interest in confidentiality—which must be notified in writing—or the purpose of the contract does not preclude this. PLAN guarantees that only information that is publicly available elsewhere will be used for its own promotional purposes.

6. Notices of Defects

  1. The delivery of the work is at the client’s risk and expense. The client is obligated to immediately inspect the work received for completeness and quality and to notify PLAN in writing of any obvious defects within 10 business days of receipt.

7. Liability

  1. PLAN shall be liable only for damages resulting from intentional or grossly negligent conduct. This shall not affect claims for damages arising from injury to life, limb, or health, nor claims for damages resulting from a breach of a material contractual obligation (cardinal obligation) under Section 1 of these Terms and Conditions, even if such breach was due to mere slight negligence.
  2. 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 or are not reported in a timely manner.
  3. Liability for obvious and apparent defects that have not been reported is excluded. PLAN is not liable for the legal permissibility of the use of the works.
  4. With regard to the activities of subcontractors, the PLAN’s liability is limited to negligence in their selection. The extent of the PLAN’s liability is limited to foreseeable damages typical for this type of contract.
  5. The Client is responsible for the (personal) data provided to PLAN and shall indemnify PLAN against any claims by third parties in this regard.
  6. The Client is specifically liable for the legal admissibility of the advertisements and/or communications commissioned by the Client.

8. Termination

  1. Termination for cause is possible at any time in the event of a breach of material obligations; this applies to both parties, particularly in circumstances that prevent PLAN from fulfilling its contractual obligations and that are beyond the control of either party.
  2. A right to terminate the contract for cause exists, in particular but not exclusively, if the client fails to meet its payment obligations, the client fails to grant necessary approvals, insolvency proceedings are initiated against a party’s assets or are dismissed for lack of assets, and/or the other party to the contract is not informed of such circumstances.
  3. If the Client terminates the agreement for good cause, the following shall apply: in the case of advertising placements and/or agency services, in addition to the expenses to be documented by PLAN (costs of booking advertising materials, expenses, and other costs), the working hours incurred up to the effective date of the termination must be reimbursed on a pro-rata basis as a lump sum or, if a pro-rata lump-sum calculation is not possible, based on a record of working hours.
  4. We reserve the right to pursue further claims for damages and/or reimbursement of expenses and/or compensation for pain and suffering. Notice of termination must be provided in writing, stating the reasons.

9. Confidentiality and Data Protection

  1. All information obtained by PLAN in the course of its collaboration with the client will be treated as strictly confidential. This information will not be disclosed to third parties.
  2. Exceptions to this rule apply in cases where the information must be disclosed to third parties for the purpose of performing the contract, where the client has already published the information themselves, or where the information has become publicly known through other means.
  3. (Personal) data is collected, processed, and used in accordance with the provisions of the GDPR, the BDSG, and other applicable laws. Where PLAN acts as a data processor on behalf of third parties, this applies accordingly. Further information is available at wirsindderplan.de/en/privacy-policy.

10. Final Provisions

  1. The place of performance and venue for all disputes involving merchants, legal entities under public law, or special funds under public law is Munich.
  2. German law shall apply exclusively.
  3. Any amendments to these Terms and Conditions, as well as any verbal side agreements, must be made in writing to be valid (an email is sufficient).
  4. If any provision of these Terms and Conditions is or becomes invalid, this shall not affect the validity of the remaining provisions.