Terms and Conditions
1. Purpose and scope
The following Terms and Conditions (“T&C”) apply to all contracts between Griffel & Co GmbH (“Agency”) and the client. These T&C are the exclusive basis for the provision of services by the Agency. Differing terms and conditions maintained by the client, as well as changes and additions to these T&C, shall only apply insofar as they are accepted by the Agency in writing. In such cases, these T&C shall apply additionally.
2. Services and orders
2.1 The Agency offers services in the area of PR and communications consultancy. The actual scope and content of services owed is based exclusively on the individual quotation. The Agency services may include the following assignments in particular:
a. External press office: Primary contact for all media enquiries/press contact on behalf of the client;
b. PR strategy creation, design and implementation of PR measures / development of new communication plans / messages;
c. Communications consultancy / control of all relevant communication issues;
d. Selling a topic to editing desks (active contacting of journalists) / pitching of interviews and support / appointments with editors;
e. Social Media support; development, implementation and maintenance of social media channels;
f. Content creation; production of content as a foundation for communication (audio, video and audio-visual):
g. Compilation of press clippings.
2.2 The client confirms quotations in writing (letter, email, fax) and will receive an E-mail from the Agency confirming the order once the order has been received. This order confirmation is considered acceptance of the order and shall therefore constitute the conclusion of a contract. The business relationship begins upon confirmation of the order, unless the contract itself contains individual provisions in this regard.
2.3 Both parties must define contractual amendments in writing; such amendments become additional agreements that are integral parts of the contractual relationship. Unilateral changes in the contractual services by the client are not permitted. The Agency is entitled to charge a separate consideration for the additional services provided to accommodate a client’s change request.
2.4 Approvals or the request of changes related to the work performance of the Agency are binding only if issued in writing (E-mail preferred) and accepted by the Agency.
3. Rights of use
3.1 The Agency assigns to the client – under the condition that invoices are paid as contractually agreed – all exploitation rights regarding the Agency´s work on a non-exclusive basis in the scope set out in the contract. Unless otherwise agreed, this assignment is limited in time, space, and purpose and in all other ways to the implementation of the specific project and to public relations measures. Any additional use requires written approval from the Agency. Even in case of only party payment delays, the Agency is entitled to revoke all transferred rights with immediate effect.
3.2 Unless otherwise agreed in writing, the client assigns to the Agency the right to publish the client’s name and/or logo, as well as a general description of services and the duration of contractual collaboration, as a testimonial on its website and in presentations.
4.1 The compensation set out in the contract shall apply. All prices for agency services stated in these T&C, in the quotation and in the contract, are net prices exclusive of the statutory rate of value-added tax applicable at the time of invoicing.
4.2 Where the parties have contractually agreed a monthly allocation of working hours, the Agency shall receive the monthly fee agreed between the parties, even if the client has not claimed the full allocation of working hours. The Agency is entitled to charge the hourly rate set out in the contract for any and all services provided in addition to the monthly allocation of working hours. The Agency will notify the client when the agreed monthly allocation has been claimed and will only provide additional services with the prior written approval of the client.
4.3 The client shall provide reimbursement for expenses incurred by the Agency for the fulfilment of this contract, provided such expenses are verified and approved in advance. This also includes travel expenses (1st class rail travel from 300 km on; business class flights; 4/5* hotels; and the use of taxis) that are necessary for the Agency to provide its services.
4.4 As consideration for the handling and advance payment of external costs, the Agency shall charge a processing and project management fee of 10 percent of the gross external costs.
5. Terms of payment
The Agency will provide invoices on a monthly basis for its services at the end of each month. Invoices presented by the Agency must be settled in full within seven working days of receipt. If a payment is not received within this term, the agency is entitled to withhold its services by continued full payment until open amounts are paid. In case the Agency is instructed working on a project, the Agency will request a payment of half of the total amount following the signing of the contract, while the second half is due after finishing the project.
6. Tasks and duties of the agency
6.1 The Agency shall exercise the utmost care in the provision of its services and shall adhere to the accepted principles of its industry.
6.2 It is the sole responsibility of the Agency to select suitable staff or vicarious agents for the individual assignments and to place them at the disposal of the client for the provision of contractual services.
6.3 It is at the equitable discretion of the Agency to select the place of fulfilment and the assignment of working hours. Notwithstanding, where the particular activity requires presence at a particular location, the Agency must perform its services there.
6.4 It is at the equitable discretion of the Agency to commission qualified third parties as vicarious agents with the provision of contractual services. The Agency shall exercise due care in the selection of these third parties and ensure that they satisfy the necessary technical qualification. The use of third parties does not change the Agency’s duties toward the client.
7. Tasks and duties of the client
7.1 The client must provide the Agency with all information at its disposal that is necessary for the completion of the accepted assignments. Where the client does not satisfy its duties to cooperate and where the Agency is therefore unable to complete any or all of its consultancy services or to complete them on time, the agreed fulfilment period will be extended appropriately.
7.2 Where the Agency acts as a press contact on behalf of the client, the client will name the Agency as press contact on its website (including a link to the Agency’s website).
7.3 The client must check the concepts submitted, the proposed projects and measures and the information intended for publication. The Agency is not required to implement the proposed projects and measures without prior approval.
7.4 Where the client cancels implementation of individual projects and measures based on an approved concept, the client undertakes to hold the Agency harmless of all liabilities received and to indemnify it for all damages resulting from these projects or measures or due to the cancellation or change. Moreover, the Agency is entitled, in accordance with the agreements and with due consideration of any expenses saved, to payment for services prepared and provided until that time. The cancellation shall have no legal consequences if it was initiated for good cause.
8. Provision of samples/product samples
The Agency does not assume liability for the samples and product samples provided by the client. They will be distributed and sent to journalists and other influencers according to the wishes of the client. The Agency will not keep an inventory of the samples and product samples. Hence the Agency will return to the client any samples and products samples remaining in its possession after the end of this contract and cannot be made accountable for the whereabouts of the other samples and product samples.
9. Confidentiality and data protection
9.1 The Agency assumes the obligation to keep all the Client's business secrets confidential. This obligation extends without limit on time beyond the duration of this contract. The Agency takes responsibility to ensure that an appropriate confidentiality agreement is made with its employees and any third parties involved in the performance of its duties.
9.2 Both parties undertake to comply with the data protection provisions applicable to them. Insofar as one party processes personal data by order of the other party under this contract, the parties will conclude an agreement on the processing of personal data on behalf.
9.3 To maintain full insurance cover and to comply unconditionally with data protection laws, the Agency will explicitly not accept third party services as Google Drive, Microsoft SharePoint, Trello or Slack for communication with the client. This is also intended to safeguard the client’s interest in the process of approval and the Agency´s interest to secure the safety of confidential data against non-authorized third parties.
10. Loyality, prohibition of degradation and disparagement
The customer will not express any negative statement about the services, activities and personal and economic circumstances of the agency, its managers or employees or its reputation and prestige at any time. The customer guarantees that his employees and vicarious agents also comply with this obligation. This obligation continues to be valid for an unlimited period of time after the termination of this contract.
11.1 The Agency is only liable for wilful intent and gross negligence; this does not apply to the violation of essential contractual duties, injuries to life, limb and health or to claims raised in regard to the Product Liability Act (ProdHaftG).
11.2 The Agency will submit to the client drafts it prepares to enable the client to check the facts they contain. The client accepts sole responsibility for the accuracy of facts upon approval of the drafts.
11.3 The Agency is obliged to draw the client’s attention to legal risks it recognizes in the preparation of projects and measures.
11.4 The Agency is not liable for ensuring that ideas, proposals, concepts, designs and suchlike are suitable for protection or registration under patent, design, copyright or trademark law. The Agency is not responsible for the review of legal issues, in particular in the areas of copyright, antitrust and trademark law.
11.5 The client carries the risk of the legality of measures. This shall apply in particular if measures should contravene antitrust law, copyright law and the special laws on advertising.
12.1 The invalidity of a provision in these T&C, now or in the future, does not affect the validity of these provisions as a whole. The parties undertake to replace the invalid provision with a valid provision that most closely reflects the commercial purpose of the contract.
12.2 This contract is exclusively subject to German law with exclusion of international purchasing laws (CISG).
12.3 The parties will make efforts to settle any disputes arising from this contract through out-of-court negotiations. Where they are unable to agree, Hamburg shall be the place of jurisdiction for all disputes on the rights and duties set out in this contract and on the validity of the contract.