Terms and Conditions

I. Definitions, Scope, Ordering Department

The terms “Order”, “Contractor” and “Client” are to be understood in a commercial sense. “Order” refers to the contractual relationship without regard to the specific type of contract. “Contractor” refers to the person responsible for providing the main service. “Client” refers to the person in whose name the main service has been ordered. “Agency” refers to Claudia Paproth Communications Consulting, which purchases goods or orders services for itself or for its customers.

These terms apply irrespective of the name in which the Agency concludes the contract (in its own name or on behalf of a third party, in particular its customer). If the third party has not consented to the contract being concluded in its name, the Agency is the Client, with all rights and obligations.

Only Orders or modifications of Orders issued in writing are binding.

Different or supplementary terms and conditions of the Contractor apply only if the Client has acknowledged them in writing.

The Order must be confirmed to the Agency in writing by email. This must occur within one working day if the terms and conditions were fully agreed before the Order was issued, and otherwise without delay.

II. Dates, Delivery Times, Place of Performance

Agreed dates and delivery times are binding. The Contractor must give notice immediately if it anticipates any delay in delivery. If the Contractor does not meet delivery times or dates, the statutory provisions apply.

The Agency is entitled to withdraw from the contract if it is clear that the delivery or service will not be provided on time and that significant production disruptions for the Agency or its customer are anticipated as a result.

The delivery must be sent by the Contractor at its own expense and risk to the delivery address provided, which corresponds to the place of performance.

III. Drafts, Excess Quantities, Order Modifications

Drafts, in particular for alternative solutions, are included in the scope of services. Excess quantities are not paid for, even if they cannot be avoided in the production process.

If, after the Order has been issued, the Client requires a service such as a modification or additional request that requires the Contractor to produce excess quantities, the Contractor has a claim to additional payment only if it notifies the Client of this immediately in writing and the Client has expressly ordered it.

IV. Agreed Condition, Deadline for Subsequent Performance

Deliveries relating to the design or production of advertising material must fulfil the task set and, where applicable, correspond to the models provided and instructions given, as well as meeting the current state of the art. They must meet the technical, advertising and artistic standards of the test pieces provided by the Contractor before the Order was issued.

The statutory right to subsequent performance must be measured in terms of time so that, in the event of a failure in the subsequent performance of the Order, the Client can still give the Order to another party and meet the following deadlines.

Otherwise the statutory provisions apply.

V. Complaints, Acceptance

Complaints must be made within two weeks of delivery if they relate to defects in goods that are identified on examination, and to unjustifiable issues that can be traced back to material to be sourced by the Contractor. Perishable goods must be examined immediately, and complaints about any defects identified must be made immediately.

A required acceptance of services is deemed to have taken place when the Agency expressly acknowledges the services as being in accordance with the contract.

Payment represents neither acceptance nor a waiver of the right to make a complaint.

VI. Value Added Tax & Invoicing

The agreed prices are quoted net, that is, not including the statutory VAT applicable at the time.

The invoice must be sent immediately after delivery to the incoming invoices department of the Agency.

Payment is made within 30 days.

VII. Special Conditions for Photographers

In order to execute the concept approved by the Client, the Agency may, in the name of the Client, set requirements for the Contractor regarding the people involved in creating the photographic subject (in particular models, make-up artists and stylists, including their clothing), props, specific technical effects (in particular specific lighting) and the location. The Contractor must conclude the contracts for the service, purchase and hire required for this in its own name and on its own behalf. These contracts must remain within the cost proposals previously approved by the Client.

Otherwise, the Contractor bears the cost and risk for the necessary staff and the required items that it must book, purchase or hire in its own name for the photo shoots. The Contractor must include payment for these services in its price calculation.

If photography cannot take place because a model booked in good time by the Contractor in accordance with the paragraph above does not appear on time for the photo session, the Contractor is responsible for any additional costs arising for the model fee, props and ancillary costs, and the Contractor is entitled to make claims for compensation against the delayed model.

The Client and the photographer agree that, by paying the first instalment (if applicable) of the usage fee, the Client acquires ownership of all photographic material that exists (negatives, slides, intermediate negatives, duplicates and similar) and of the electronically digitised images that come into existence during the contracted photographic work. This ownership applies for the entire duration of the usage right. Section X sentence 1 applies accordingly. On request of the Client or the Agency, the Contractor must hand over the photographic material to the Client or the Agency.

VIII. Copyright Usage Rights, Related Rights, Rights to One’s Own Image

Unless otherwise agreed, the copyright usage rights and related rights of the Contractor, as well as the right to use the image of the models, both in relation to the subject of the contract, are transferred to the Client for exclusive global use on payment of the fee, for an unlimited time. The Contractor transfers all necessary data, sources and source codes in order to implement this. The purpose of use is promotional and non-promotional, first publication and multiple publication. The type of use covers all printed advertising material (advertisements, posters, inserts, catalogues, brochures, packaging and other printed advertising material), collected works, films, audio and video media, and online and offline use from electronic storage devices and all conceivable future types of use; the reproduction technology covers printing, film copies, machine-readable versions and electronic reproduction; distribution covers sharing with the public, broadcasting, performing, exhibiting and data transmission; other authorisations cover the use of all parts of the subject of the contract (including publication of excerpts and photo or film composition), the modification right, and the full or partial assignment of the exclusive usage right to third parties.

The Contractor must inform the Client in its offer whether, and if so which, of the usage rights to be assigned in accordance with the paragraph above have been assigned to collecting societies.

If usage rights are not intended to be assigned, the Client may subsequently demand their assignment in full or in part in return for appropriate payment. The payment should be based as far as possible on the payment already agreed with the Contractor and on the common payment provisions in accordance with Section 36 of the German Copyright Act (UrhG); if this does not apply, the payment from the Client is to be fixed at the mutual, judicially verifiable discretion of the parties.

If the Contractor uses employees, subcontractors or models when executing the Order, it is obliged to acquire their usage rights at its own cost and to assign them to the Client to the extent agreed in the first paragraph for the services of the Contractor. In addition, these persons must be subject to the same obligations as the Contractor in respect of their contribution to the services to be provided to the Client.

The Contractor confirms that its contractual services are not subject to any third-party rights that would restrict the transfer of rights or the agreed use of its services, and the Contractor indemnifies the Agency in this respect against all third-party claims.

The Contractor is obliged to require models to sign a suitable declaration for the complete assignment of usage rights and to submit this to the Agency. The Contractor waives the right to sign its work; however, the Client is permitted, without being obliged, to name the Contractor.

IX. Acquisition of Ownership, Storage, Backup, Right of Retention

The Client and the Contractor agree that the Client acquires ownership of illustrations, provided these are included in the agreed work result, and ownership of reproduction material produced to execute the Order or procured by the Contractor (for example layouts, photographs, lithographs, films, electronic data, including drafts and backup copies not delivered) on payment of the fee. From this point in time, the Contractor stores the objects for the Client with care until they are handed over. After a period of six months from acceptance, the Client must take possession of the above objects if the Contractor offers this.

The Contractor must make a backup copy of every electronic file on a separate data storage device and keep this in a different place from the primary data storage device during the storage period.

Objects that the Contractor receives from the Client or the Agency do not become the property of the Contractor. Such objects may only be used to carry out the Order, must be stored carefully and must be returned on first request.

The Contractor has no right of retention over objects that it is required to hand over, in respect of claims that the Client does not acknowledge or that have not been established by a legal decision.

X. Confidentiality, Customer Protection, Reference

All information and documents made available to the Contractor in connection with the Order, as well as the advertising material provided in the Order and the objects referred to in Section IX, must be kept confidential, including after termination of the Order. This also applies if the execution of the Order does not come to fruition. The Contractor may use examples of the contractual service for its own promotional purposes only with the prior written approval of the Agency.

The Contractor must impose this duty of confidentiality in writing on its employees, subcontractors, models and others involved in the execution of the Order, where this is necessary to guarantee confidentiality, and the written evidence must be submitted to the Client or the Agency on request.

The Contractor leaves all direct contact with customers to the Agency, unless this is done on behalf of the Agency. If a customer contacts the Contractor, the Contractor will always refer the customer to the Agency as the point of contact.

The Contractor is not entitled to name the Client as a reference customer.

XI. Human Rights, Environment, Minimum Wage

The Agency is aware of its responsibility for the observance of human rights and the protection of the environment throughout its supply chain, and aligns its corporate actions accordingly. Contractors are also selected on the basis of their preventive measures to protect the environment and human rights. The Contractor undertakes to comply with recognised standards for the protection of human rights and the environment and to impose these obligations on its subcontractors.

The Contractor is obliged to comply with the objectives laid down in legislation or collective agreements regarding minimum wage (Mindestlohngesetz) and to grant its employees the allowances, social security contributions and employment promotion contributions required by law where applicable. The Contractor undertakes to impose these obligations on its subcontractors.

If a claim is made against the Agency by employees of the Contractor or of its subcontractors for payment of the minimum wage, the Contractor undertakes to indemnify the Agency against its liability and to compensate any resulting damage.

If the Contractor breaches the obligations mentioned above, the Agency is entitled to terminate the contract without notice.

XII. Data Protection

The statutory data protection requirements, in particular the GDPR and all other applicable data protection laws, must be observed. The Contractor processes personal data only to the extent and for as long as this is necessary to fulfil the purpose of the contract. In doing so, the Contractor takes suitable technical and organisational measures to meet the requirements of applicable data protection law, in particular the GDPR and this contract.

The Contractor obliges its employees in writing to keep confidential, from everyone, the personal data and other information that comes to their knowledge through their activity for the Client, and not to process this without authorisation.

Where personal data is processed by the Contractor on behalf of the Client (contract processing), the parties conclude a separate agreement for order processing. Where this is the case, the conditions of the order processing agreement take precedence over the conditions of this contract.

The Contractor informs the Client without delay if personal data is disclosed contrary to the provisions of this section or to other data protection law. In such an event, the Contractor undertakes all necessary measures to prevent further disclosure. The Contractor also informs the Client without delay of audits, inspections or administrative measures by a supervisory data protection authority, where these concern the subject of this contract and this is legally permitted.

Where the Contractor sends personal data to the Client, it confirms that this data has been lawfully processed. This includes, in particular, the existence of a declaration of consent by the data subject for transmission to and processing by the Client.

In the event of an infringement, the Client may terminate the contractual relationship without notice. The Contractor must also compensate the Client for any damage suffered as a result of the infringement.

XIII. Non-Transferability of the Contractor’s Rights

The Contractor’s rights from the Order, in particular the right to payment, cannot be assigned.

XIV. Agency Customer as Client

The Order must also be settled through the Agency if the Agency has issued the Order on behalf of a third party, in particular its customer. In this case, the Agency is not liable for the Client’s fulfilment of the contract or for its creditworthiness, which it does not check.

XV. Final Provisions

The invalidity of individual provisions does not affect the validity of the remaining provisions.

The place of jurisdiction for all disputes is Munich, if the Client and the Contractor are merchants or if one of them does not have a general legal domicile in Germany.

The law of the Federal Republic of Germany applies exclusively, with the exclusion of the international law on the sale of goods.