(1) Our present General Terms and Conditions ("GTC") apply to all deliveries and/or services provided by us, RÜCKENWIND MARKENERLEBNIS GMBH Mandlstraße 26, 80802 Munich, Germany (hereinafter referred to as RÜCKENWIND MARKENERLEBNIS GMBH) to third parties ("Customers").
(2) Our GTC apply exclusively. Any terms and conditions of the customer that are contrary to or deviate from our GTC shall only apply if we expressly accept them in writing. Our General Terms and Conditions shall also apply even if we carry out the delivery and/or service to the customer without reservation in the knowledge that the customer's terms and conditions are contrary to or deviate from our General Terms and Conditions, unless we have expressly waived the validity of our General Terms and Conditions.
(3) Agreements deviating from or supplementing these GTC require written confirmation by RÜCKENWIND MARKENERLEBNIS GMBH.
(4) Our GTC shall only apply to companies in the sense of § 14 BGB (German Civil Code).
(1) Basis of the contractual relationship with the customer is the respective individual offer of RÜCKENWIND MARKENERLEBNIS GMBH, in which all services (complete scope of services) are recorded.
(2) Our offers are subject to confirmation. The prices and/or cost estimates contained therein are not binding.
(3) The customer's order represents an offer in the sense of § 145 BGB (German Civil Code), which we can accept within 14 calendar days. Acceptance is usually made by means of an order confirmation.
(4) Additions or amendments that change the content and/or scope of the contractual performance must be expressly agreed in writing or in text form by both parties. Unilateral changes or additions by the customer are invalid.
(5) Our prices are in each case exclusive of the statutory value added tax (VAT).
(6) Unless expressly agreed otherwise, our prices do not include fees and charges incurred in the performance of the contract, in particular fees of the copyright collecting societies (e.g. GEMA) and charges to the artists' social security fund, nor the costs of fulfilling statutory and/or official requirements and orders.
(7) Each offer is individual and novel and is planned and calculated in detail by RÜCKENWIND MARKENERLEBNIS GMBH. Nevertheless, unforeseen costs may arise at events. For this purpose each offer shows a recommended project reserve. Additional costs within the project reserve are to be borne by the customer without prior written approval.
(1) The customer is obliged to pay the agreed prices. Unless expressly agreed otherwise, the claim for payment of RÜCKENWIND MARKENERLEBNIS GMBH for each individual service arises as soon as it has been provided.
(2) If no payment plan has been agreed upon, RÜCKENWIND MARKENERLEBNIS GMBH can demand advances of an appropriate amount at any time. A requested advance payment is reasonable if it corresponds to the value of partial performances rendered in accordance with the contract and/or the expenditure which has actually been incurred as a result of the conclusion of contracts with third parties, in particular with landlords, technicians, outfitters, caterers, artists or producers, within the framework of the proper execution of the contract (for example through advance payments, payments on account or similar).
(3) Unless expressly agreed otherwise, the remuneration is due for payment to us immediately after receipt of the invoice by the customer without deduction. The same applies to advances. The deduction of a discount requires a separate written agreement in each case.
(4) The customer shall only be entitled to set off counterclaims that are undisputed, acknowledged by us or legally established. He shall only be entitled to exercise a right of retention if and insofar as his counterclaim is based on the same contractual relationship.
(5) Deductions of any kind are excluded. Advance payments shall not bear interest.
(1) All concepts, illustrations, drawings, sketches, layouts, films, musical works, calculations and other works and/or services (hereinafter referred to as "work results"), which are created by us within the scope of tenders and presented and/or handed over to the customer, remain the sole property of RÜCKENWIND MARKENERLEBNIS GMBH. This applies in particular to all property rights, copyrights, rights of use and other protective rights. The customer is not granted any rights of use, reproduction, publication, other exploitation and/or comparable rights, unless a contract is concluded (see § 5 below).
(2) If RÜCKENWIND MARKENERLEBNIS GMBH does not receive an order after the presentation, i.e. if a contract is not concluded, the customer is obliged to return all documents and work results and/or reproductions thereof, regardless of whether these are in physical, electronic or any other form, and to delete them if necessary. The deletion of such documents and work results must be confirmed in writing upon request by RÜCKENWIND MARKENERLEBNIS GMBH.
(3) The customer will treat the work results as well as all information that has come to his knowledge about the business field of RÜCKENWIND MARKENERLEBNIS GMBH, such as in particular, but not exclusively, customer lists, purchase prices, suppliers or providers of third-party services, presentations, sales figures, business transactions (hereinafter all together referred to as "Confidential Information"), as strictly confidential. The customer undertakes to agree in writing to the same extent the obligation of secrecy with all employees and/or third parties (e.g. suppliers, graphic designers, repro houses, printing houses, film producers, sound studios, etc.) who have access to the aforementioned confidential information after prior written consent of RÜCKENWIND MARKENERLEBNIS GMBH. The obligation of secrecy shall apply for an unlimited period of time, even after termination of the cooperation. Exceptions to the obligation of secrecy shall exist in the following cases, namely if:
• the customer only exercises his rights according to § 5 of these GTC.
• RÜCKENWIND MARKENERLEBNIS GMBH gives the customer his prior written consent for the specific individual case of passing on confidential information to a third party.
• the customer has obtained the Confidential Information from a third party prior to the validity of these GTCs or has obtained it from a third party thereafter without breach of this confidentiality obligation, provided that the third party has in each case lawfully come into possession of the Information and does not breach any confidentiality obligation binding on it by passing it on.
• the Customer is obliged to disclose the Confidential Information by order of a competent court or governmental or other authority or by law or by the rules and regulations of a stock exchange, whereby the Customer must take all reasonable steps to prevent or restrict disclosure of the Confidential Information to the greatest extent possible. If the customer considers himself obligated in this way, he will notify RÜCKENWIND MARKENERLEBNIS GMBH in writing in due time before the disclosure, as far as legally permissible, so that RÜCKENWIND MARKENERLEBNIS GMBH can prevent the disclosure by legal measures. In this notification, the customer will inform RÜCKENWIND MARKENERLEBNIS GMBH in a suitable form, for example according to the written opinion of a legal advisor, which confidential information must be forwarded. The customer will disclose only that part of the confidential information which must be disclosed. In each case, the customer bears the burden of proof for the existence of an exception from the obligation of secrecy.
(1) Insofar as our work results (cf. above § 4 (1)) constitute works within the meaning of copyright law, the customer shall acquire only a simple right to use them within the contractually agreed spatial, temporal and content-related scope (contractual purpose) by paying the contractual remuneration. Unless otherwise agreed upon in writing and expressly in advance, the customer may use the work results of RÜCKENWIND MARKENERLEBNIS GMBH only within the organization of his company; this does not include any companies affiliated with the contractual partner. All copyrights, rights of use and other industrial property rights going beyond this remain solely with RÜCKENWIND MARKENERLEBNIS GMBH.
(2) The reproduction and/or processing of our work results by the customer requires the prior express written consent of RÜCKENWIND MARKENERLEBNIS GMBH and - insofar as the work is protected by copyright - of the respective author.
(3) For any use of our work results that goes beyond the originally agreed upon contractual purpose, the prior express written consent of RÜCKENWIND MARKENERLEBNIS GMBH is required - regardless of whether these work results are protected by copyright or not. RÜCKENWIND MARKENERLEBNIS GMBH may make its consent in this regard dependent on the payment of an additional remuneration, the amount of which is at the free discretion of RÜCKENWIND MARKENERLEBNIS GMBH, to itself and to the respective author.
(4) The customer guarantees to RÜCKENWIND MARKENERLEBNIS GMBH that he is entitled without restriction to use and pass on all texts, claims, logos, trademarks, pictures, films, musical works and similar documents which he hands over to RÜCKENWIND MARKENERLEBNIS GMBH for the purpose of implementing the contract (hereinafter referred to as "commissioned material"), or that he has obtained the written consent or grant of rights of the rights holder in advance. RÜCKENWIND MARKENERLEBNIS GMBH is not obligated to examine a possible infringement of third party rights to the order material. The customer undertakes to fully indemnify RÜCKENWIND MARKENERLEBNIS GMBH upon first request from any claims of third parties due to the infringement of rights to the order material. In the event that a third party initiates extrajudicial and/or judicial proceedings against RÜCKENWIND MARKENERLEBNIS GMBH due to alleged infringements of rights in connection with the order material handed over to RÜCKENWIND MARKENERLEBNIS GMBH by the customer, RÜCKENWIND MARKENERLEBNIS GMBH is entitled to defend itself appropriately by calling in legal counsel and to demand reimbursement of the full costs from the customer.
(5) RÜCKENWIND MARKENERLEBNIS GMBH is entitled to use the customer's company name and/or logo, as well as film, image and/or sound recordings of an event as a reference for its own presentation to an appropriate extent, in particular on advertising brochures, the homepage and the social media presence of RÜCKENWIND MARKENERLEBNIS GMBH.
(1) Both parties are entitled to terminate the contractual relationship at any time. In this case the customer remains obliged to pay the full agreed remuneration. RÜCKENWIND MARKENERLEBNIS GMBH must, however, allow for those "external costs" to be credited which are saved in expenses as a result of the termination of the contract.
(2) If an order/project must be cancelled in cases of force majeure such as storms, pandemics, terror, strike, lockout or other comparable events for which RÜCKENWIND MARKENERLEBNIS GMBH is not responsible, §6 (1) also applies and the agreed remuneration is due in full.
(3) Notwithstanding §6 (1) and (2), other cancellation periods are possible if they are stated on the offer or have been agreed upon in writing and signed in consultation.
(4) The right to extraordinary termination for good cause remains unaffected.
(1) For any defects, we shall provide warranty by rectification of defects. The defect must be reported immediately. If the rectification is not carried out within a reasonable period of time or if it fails, the customer shall be entitled to demand rescission or a reduction in price at his discretion.
(2) The customer shall not be entitled to withdraw from the contract if the breach of duty is insignificant.
(3) We shall be liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of intentional breach of contract, liability for damages shall be limited to the foreseeable, typically occurring damage.
(4) We shall be liable in accordance with the statutory provisions if we culpably violate an essential contractual obligation. In this case, however, the liability for damages shall be limited to the foreseeable, typically occurring damage.
(5) Liability for culpable injury to life, body or health shall remain unaffected; this shall also apply to mandatory liability under the Product Liability Act.
(6) Beyond this, i.e. unless otherwise regulated above, our liability is excluded.
(7) The limitation period for claims for defects is 6 months, calculated from the time of the transfer of risk.
(8) The longer statutory period of limitation in the event of a delivery recourse according to §§ 478, 479 BGB remains unaffected.
(1) Any further liability for damages other than that provided for in the above § 7 is excluded, irrespective of the legal nature of the claim asserted. This shall apply in particular to claims for damages by the Customer arising from culpa in contrahendo, other breaches of duty or tortious claims for compensation for damage to property in accordance with § 823 BGB.
(2) The limitation according to paragraph (1) shall also apply if the customer demands the reimbursement of useless expenses instead of a claim for compensation for damages instead of performance.
(3) Insofar as liability for damages against us is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.
The Agency shall keep the documents relating to the contract for a period of 6 months. If original documents (data carriers of any kind, etc.) are made available, the client undertakes to produce duplicates. The Agency shall not assume any liability for templates provided by the Client that are not reclaimed within one month of the completion of the order.
(1) The customer may only offset with undisputed or legally binding counterclaims.
(2) The rights of the customer arising from this contractual relationship are only transferable with the prior consent of the agency.
(1) The agency uses personal data to the extent necessary for the provision of the contractual services.
(2) The stored personal data shall be treated confidentially by the agency and in accordance with the DSGVO and the BDSG.
Unless otherwise stated in the order confirmation, our registered office in Munich is the place of performance.
(1) If the customer is a merchant, Munich is the exclusive place of jurisdiction. However, RÜCKENWIND MARKENERLEBNIS GMBH is entitled to sue the customer also at his place of business.
(2) The contractual relationship is exclusively subject to the law of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict of laws shall not apply.
Should any provision of these terms and conditions be invalid or void, the validity of the remaining provisions shall not be affected.
(Status January 2019)