General Terms and Conditions of meeco Communication Services GmbH
(hereinafter referred to as „meeco Communication Services“), effective from 1st of September 2017
1. Subject matter and scope
1.1. The following General Terms and Conditions apply to services and / or works provided by meeco Communication Services in the areas of marketing, public relations, events and new media. The nature of the particular services and works is based on the conception developed by meeco Communication Services, the offer, the implementation proposals and the individual contracts.
1.2. These General Terms and Conditions are an integral part of any written or verbal contract concluded, unless explicitly otherwise agreed in writing. Additional agreements made verbally or by phone, even by representatives or employees of meeco Communication Services, have to be considered as a non-binding preliminary information as long as they have not been confirmed in writing by meeco Communication Services. Different terms and conditions of the customer as well as changes and supplements to these General Terms and Conditions are valid only if they are confirmed in writing by meeco Communication Services.
1.3. meeco Communication Services is entitled to change these General Terms and Conditions and amend them according to changes in legal requirements. Any changes of these Terms and Conditions will be communicated to the customer in a timely manner. If the changes are not rejected within one month after receipt in writing, they are considered accepted by the provider.
2. Delivery dates
2.1. Performance and delivery dates are only binding if they have been confirmed as binding by meeco Communication Services in writing. The contractual fulfilment of the services is based on the condition precedent of the timely and proper fulfilment of the customer’s obligations (feedback, approval, delivery, material etc.). If the customer does not submit feedback within a reasonable or agreed period, the respective deadlines and expected dates of completion will be postponed accordingly.
2.2. meeco Communication Services endeavours to meet the agreed dates. The non-compliance of dates only authorises the customer to assert his right, when he has granted meeco Communication Services a reasonable additional respite. The obligation to pay compensation for damages based on a delay of delivery or performance can only be enforced if it was a deliberate act or an act of gross negligence by meeco Communication Services. Unavoidable or unforeseeable events – particularly delays of contractors of meeco Communication Services – release meeco Communication Services in any cases from the compliance of the agreed delivery date. In case of circumstances that cause a subsequent objective impossibility of service provision for meeco Communication Services, meeco Communication Services will be released from its respective obligation(s) to perform. Thereby, the customer’s entitlement to performance will lapse.
3. Deliverables/support of the customer
3.1. meeco Communication Services can only perform properly if the customer supports meeco Communication Services to the extent necessary. Upon request of meeco Communication Services the customer is obliged to deliver within a reasonable scope all the necessary information to work on the services and achieve the targets. The customer of meeco Communication Services will provide the necessary data in a timely manner and always in digital form.
3.2. The customer should only provide the texts that shall be included in the final product. meeco communication Services is not responsible to collect, arrange or shorten the texts, unless the customer has engaged meeco Communication Services to execute editorial services. meeco Communication Services will only insert the texts in the final product when they have been delivered completely. Images that are provided for printed material should have a minimum resolution of 300 dpi and should be delivered in TIFF or JPG format, graphics in vector format (AI or EPS format) and should have a sufficient pixel size for the product to be created. If data delivered by the customer does not correspond to the aforementioned or other common requirements, the customer either has to deliver adequate visual material or has to engage meeco Communication Services to provide the respective service. If the customer has not informed meeco Communication Services about necessary copyright designations when transmitting the materials in writing, meeco Communication Services assumes, when using them, that the provided materials (pictures, graphics, texts, etc.) are not encumbered with the rights of third parties or that the customer has the respective right of usage as required accordingly.
3.3. If defects in the copies that are not immediately apparent are only noticed during the processing, all warranty claims are non-applicable due to insufficient description. meeco Communication Services guarantees the quality of printing customary for the assigned publication within the limits set by the printing data, the used paper quality or the technical possibilities. The obligation of meeco Communication Services to store advertising material ends three months after the last usage. Costs of meeco Communication Services for amendments of the advertising material requested by the customer or for which the customer holds the responsibility shall be borne by the customer.
3.4. Furthermore, the customer is liable for all damages meeco Communication Services may suffer due to delayed, incomplete or further insufficient legwork. This also applies for claims for compensation brought against meeco Communication Services if production dates (e.g. print of advertising materials for the customer) cannot be met due to any of the aforementioned delay(s). meeco Communication Services has the right to claim such damages against the customer without restriction.
4. Correction loop and approval by customer
The term correction loop shall be herewith defined as one reply of the customer that includes all requests for modification in writing. The correction loop ends once meeco Communication Services has implemented and delivered the product including the requested modifications. If the customer requests additional corrections or amendments, a separate confirmation for this additional service will be required. All requests for modification shall only be submitted via e-mail or in written form. Requests for modification submitted exclusively by phone are not considered valid.
5. Suppliers & partners
Unless agreed to the contrary, meeco Communication Services has the right to use expert subcontractors for the fulfilment of any of its assignments.
6. Fee / settlement and terms of payment
6.1. Fee: Except for design services, meeco Communication Services is entitled to claim remuneration for each single service upon its completion.
6.2. Fee for design services: In terms of design services, a down payment of 30 percent of the total order volume (net amount) is due upon confirmation of the order confirmation (design briefing). Thereby, the preparatory work until the presentation of the visual concept is covered. This down payment is non-refundable. The remaining 70 percent are due within 10 working days upon invoicing of the agreed services by meeco Communication Services.
6.3. Commission: meeco Communication Services reserves the right to agree standard commissions with contracted third party suppliers and subcontractors. Material and external costs are charged separately. This includes all costs caused by engaging or sub-contracting third parties. meeco Communication Services distinguishes between material and external costs, additional handling costs and transitory costs. External costs arising during the production process (e.g. costs for reproduction, lithography or printing) are charged with an additional handling fee for services rendered by third parties – the external invoices can be presented upon request. The handling can optionally be charged according to the time needed or can be covered with by lump-sum fee. Further external costs or costs of additional services, such as the utilisation of clipping services, event costs, license fees, professional fees for models or freelancers, legal advice, insurances etc. will be charged as transitory costs with a surcharge of the above-mentioned percentage and upon proof – the copies of the external invoices can be presented upon request. meeco Communication Services has the right to request advance payments to a reasonable extent from the customer.
6.4. Termination of contract and temporary interruption: The customer can require a termination or temporary interruption of the works of meeco Communication Services at any time. meeco Communication Services will only confirm the termination if all pending accounts, such as the payment of services already rendered and possible cancellation fees have been credited to the bank account of meeco Communication Services. A cancellation fee (amounting to a maximum of 100 percent of the contract volume) is due when the customer terminates the contractual relationship (for whatever reason) prematurely and meeco Communication Services does not accept such termination. If the communication between the customer and meeco Communication Services should be interrupted for more than 180 days, meeco Communication Services has the right to terminate the contract.
7. Copyrights, rights of usage and references
7.1. Copyrights: meeco Communication Services is the originator of all products, creations, ideas etc., which have been developed by meeco Communication Services. All rights to the preparatory works, such as drafts and concepts and all further results of the work, especially copyrights and the intellectual property, remain with meeco Communication Services even after delivery of the working results as far as they have not been expressly transferred in writing. Upon complete payment, the customer acquires the right of usage on all works created by meeco Communication Services within the agreement for the duration of the agreement, in the contract territory of Germany, for the agreed purpose, with agreed statement of the source (usually „© meeco Communication Services“) to the extent agreed – as far as this granting of rights is possible according to the German law or the actual circumstances (especially for music, film and picture rights). Unless agreed otherwise, a simple right of usage is granted. To transfer the rights of usage to third parties, a separate agreement on the fees must be concluded in advance.
7.2. If the customer wants to use products or works as created/developed by meeco Communication Services completely or partly beyond the initially agreed purpose or extent or abroad, a separate agreement on the of fees must be concluded in advance. The same applies if the customer wants to continue using developed works of meeco Communication Services after termination of the cooperation, unless all rights of usage have already been compensated. All drafts and final artworks are subject to copyright law. The legal provisions also apply if the threshold of originality is not achieved in accordance with § 2 UrhG (German copyright law). The drafts and final artworks may not be modified either in the original or in reproductions without the expressive agreement of meeco Communication Services. Every imitation, even if only partial, is not permitted. A breach of this provision entitles meeco Communication Services to request a contract penalty amounting to 200% of the of the initially agreed remuneration. If no fee has been agreed, a common fee shall apply.
7.3. Proposals of the customer: Proposals of the customer or any other assistance of the customer do not influence the amount of the fee. They furthermore do not constitute a claim to shared copyright. When using templates or drafts of the customer, meeco Communication Services assumes that they are not subject to the right of third parties or that the customer has the necessary usage rights and furthermore grants meeco Communication Services the usage rights to use them for the project.
7.4. Materials of the customer: The customer assigns all copyrights, ancillary copyrights and other rights necessary for the usage to meeco Communication Services on the data and materials provided to meeco Communication Services, in particular the rights for reproduction, distribution, transmission, dispatch, processing, extraction from a database and retrieval to the extent necessary in terms of time and content for the performance of the order. The aforementioned rights are transferred without any local or technical limitations.
7.5. The customer guarantees that he has all the rights on the provided data and materials necessary to execute the contract. The customer releases meeco Communication Services from all claims of third parties caused by the infringement of claims of third parties or of legal provisions during the execution of the contract. Moreover, meeco Communication Services shall be indemnified against the costs of any legal defence necessary in such cases. The customer is obliged to support meeco Communication Services in good faith with information and documentation in the execution of its legal defence against third parties. meeco Communication Services cannot assume liability for other potential disadvantages. meeco Communication Services cannot influence if a recipient checks, edits and publishes the received texts. meeco Communication Services therefore assumes no responsibility for a publication by the informed editorial offices. meeco Communication Services also assumes no responsibility for the activation in press portals or press services; exclusively the respective operators are responsible for the activation and publication.
8. Use of the website
8.1. If meeco Communication Services provides services used to design the websites of the customer, the purpose of use of the website and / or of its components is restricted to use on the internet. The customer acquires this right upon complete payment of the services of meeco Communication Services. Upon request the customer is obliged to provide written information on the extent of use. meeco Communication Services also makes use of the rights of third parties (foreign licence material) for websites, which can only be transferred to the customer in a limited manner - in particular, only for a limited period of time. Due to this limited transfer, it might happen that externally licensed material cannot be used anymore or that the conditions for their use, that cannot be influenced by meeco Communication Services, are changed. meeco Communication Services can charge the customer the costs for externally licensed material adding a service charge of 10.00% upon presentation of the licensor’s invoice. There will be no additional listing of the website components, which are subject to the rights of third parties. meeco Communication Services moreover reserves the right to exclude content, which violates the law or good morals, from the website.
8.2. If third parties are included for the fulfilment of the contract, meeco Communication Services will acquire the necessary usage rights, which will be passed on to the customer to the same extent. The customer ensures that the content provided by him (texts, images, logo, etc.) is free of third-party rights that would exclude or restrict a contractual use.
9. Reference purposes
9.1. During the creation of a presentation or website, the contractual partner grants meeco Communication Services the right to indicate meeco Communication Services (for example within the framework of an imprint) and to include a link to the website of meeco Communication Services. The customer will further adopt all protection notes, such as copyright information and other legal reservations without changes. This applies especially to the references to the initiator listed in the code of the program. meeco Communication Services has the right to be mentioned as author on the reproductions in the usual form. A breach of naming rights entitles meeco Communication Services to compensation. Without proof of higher damages, the compensation shall be 100% of the agreed or common fee. The right to apply higher damages upon proof remains unaffected. For publications undertaken by meeco Communication Services, meeco Communication Services has the right to refrain from naming the photographer / designer as the originator. The customer is obligated to make corresponding agreements with the photographers / designers contracted by him.
9.2. meeco Communication Services reserves the right to use services already completed such as drafts and objects for presentations even if they are based on the customer's templates. This also applies for the publication of the website of meeco Communication Services. Moreover, meeco Communication Services can include the website of the customer in a reference list for advertising purposes and add the respective links. meeco Communication Services is further entitled to refer to the creator on all advertising material and all advertising measures without the customer being entitled to claim any compensation.
9.3. Further, the customer shall make samples of the print products connected with the work of meeco Communication Services available.
10. Provision of services
10.1. meeco Communication Services guarantees the customer the appropriate realisation of the agreed services. The timely implementation of the contractual services can only be granted by meeco Communication Services, to the extent of meeco Communication Services’ own services, whose fulfilment does not depend on the participation of third parties (authors, printing companies, journalists, media, organisers, etc.).
10.2. Claims for damages of the customer, especially because of delay, impossibility of achievement, positive violation of a contract, negligence in contracting, defective or uncompleted achievement, consequential harm caused by a defect or because of unlicensed actions are excluded, as far as they are not based on deliberation or gross negligence by meeco Communication Services. meeco Communication Services is not liable for damages, which were not foreseeable within the framework of the agreement. This means that untypical and unforeseeable damages are not covered by liability. Moreover, meeco Communication Services assumes no liability for indirect damages, consequential harm caused by a defect or loss of profit. This does not apply to the liability for assured features and for the violation of essential contractual commitments, in the latter liability is limited to the predictable damage.
10.3. meeco Communication Services guarantees the best possible reproduction of the advertising items within the scope of the predictable requirements. If the reproduction quality of the advertising media is inadequate, the customer is entitled to error-free replacement advertising, but only to the extent that the inadequate quality impaired the purpose of the advertising media. If the replacement advertisement is a failure or is unreasonable, the customer has the right to a reduction of payment or a withdrawal from the contract. Where any defects in the advertising material are not obvious, the customer shall have no claim in respect of inadequate publication. The same applies to errors in repeated placements of advertising material if the customer fails to draw attention to them prior to the publication of the next placement.
10.4. If the execution of an order cannot be fulfilled for reasons beyond the control of meeco Communication Services (e.g. programming or other technical issues), in particular due to computer failure, force majeure, strikes, legal provisions, disruptions due to third parties (e.g. providers, printing companies), network operators or service providers, or for any similar reasons, the order will be carried out as far as possible. If the order is repeated within appropriate and reasonable time for the customer, meeco Communication Services’ claim for payment remains unaffected.
10.5. In the event of circumstances leading to a subsequent objective impossibility to perform for meeco Communication Services, meeco Communication Services will be released from its obligation to perform. Thereby, the customer’s claim for service omits.
10.6. Only the customer is responsible for the content of an advertisement, a PR text or any other documents approved by the customer. meeco Communication Services accepts no liability for the accuracy of the reproduction of orders and changes placed by phone. meeco Communication Services does not assume any liability for documents provided by the customer to meeco Communication Services for processing. According to the German Legal Advice Act, meeco Communication Services is not allowed to provide legal information. The legal protection of the customer can only be realised by persons who are entitled to give legal advice according to the Legal Advice Act. Templates and examples of meeco Communication Services can therefore only serve as recommendations without legal protection. The customer shall indemnify meeco Communication Services against all possible claims by third parties, in particular for copyright and right of competition. He bears all costs of a correction caused by his advertisement according to the valid tariffs.
10.7. The examination of legal questions, in particular concerning copyright, right of competition and trademark law, are not part of the services of meeco Communication Services. meeco Communication Services is thereby not liable for the legal admissibility of the content and / or the design of the results of the work. If third parties claim meeco Communication Services for compensation or injunction based on the design and / or content of the result of the work, the customer releases meeco Communication Services from this liability.
10.8. The delivery of documents or created advertising media takes place at the customer’s risk. This also applies for a delivery within the same city or in case of a transport through the staff or vehicles of meeco Communication Services. meeco Communication Services is entitled, but no obligated, to insure shipments on behalf and at the cost of the customer.
10.9. The responsibility for data loss is limited to the typical effort for recovery. This is calculated on the damage that would have happened despite the undertaking of reasonable security measures (e.g. generating back-up copies).
10.10. meeco Communication Services has the right to destroy any not recovered templates at any time after the completion of the contract.
10.11. The parties are in agreement that the warranty of meeco Communication Services does not cover the content, style and extent of the public reaction (media, opinion leaders, readers or participants), the public relations measures or services within the framework of the contractual services and that the achievement of a particular economic success is not granted by meeco Communication Services.
10.12. meeco Communication Services strives for a constant availability of third party online services. However, meeco Communication Services is not liable for planned maintenance works as well as any failures beyond the control of meeco Communication Services (due to network operator, computer of provider, etc.).
10.13. The customer provides meeco Communication Services material prizes and coupons for the realisation of competitions and draws. Unless agreed to the contrary, the customer is responsible for the prize presentation to the winners. meeco Communication Services will submit the respective contact details of the winners to the customer. The customer is obligated to release meeco Communication Services from third party claims as they may arise as a result of the non-delivery of the prizes by the customer.
11. Right of retention
11.1. Until the complete payment of meeco Communication Services’ claims, meeco Communication Services has the right of retention. All supplied goods and provided services remain the property of meeco Communication Services until the complete payment of the amount due.
11.2. Upon completion of meeco Communication Services’ works and upon compensation of all claims according to the contract, meeco Communication Services will return all documents provided on occasion of the fulfilment of the contract. This does not apply to the correspondence between the parties and to simple copies or backup copies of photos, graphics, layouts, reports, organisation plans, drafts and drawings, provided that the customer has received the originals.
12. Confidentiality, duty of confidentiality and data protection
12.1. The contractual parties agree to keep all the information of the other contractual party and their representatives as well as the companies related to them or doing business with them strictly confidential. The parties guarantee that an equivalent provision for secrecy is made with their employees and with the companies contracted by them. This obligation of secrecy continues to apply after the course of the contract.
12.2. The parties are obligated to process personal data only within the scope of the relevant data protection regulations, especially in accordance with the required organisational security measures. They will further oblige all their employees to realise the data processing in compliance with this provision.
12.3. meeco Communication Services uses the media addresses and mailing lists for distribution of media releases of the customer. Such data always remains the property of meeco Communication Services. It is not for sale and will not be made publicly available or passed on to others.
12.4. To the extent permitted by law, especially in accordance with the German Federal Data Protection Act, meeco Communication Services is entitled to collect, save and process personal data of the customer / user, especially the data collected during the registration, and to forward them for the fulfilment of the contract, such as address, phone and e-mail address. meeco Communication Services can publicly include the name of its customer on its website under “references”. meeco Communication Services will not use or forward personal data beyond the specified extent, unless it would be necessary for the protection of legitimate interests of third parties or the public interest, and there is no reason to suspect that the person concerned has a protectable interest with regards to the exclusion of such processing, or meeco Communication Services would be obligated to a processing or transfer due to legal provisions or official regulations.
13. Applicable law and place of performance
These terms and conditions and all legal relations between the contractual partner and meeco Communication Services are governed by German law. German law is also valid for transborder commerce to the exclusion of UN convention on contracts for the international sale of goods. Legal domicile for any disputes arising from the contractual relationship between the customer and meeco Communication Services is the place of business of meeco Communication Services, as far as the customer is a merchant, a legal entity within a public body, or a special fund in the public sector. meeco Communication Services is also entitled to take legal action at the customer's domicile.
If certain parts of these terms and conditions are ineffective or invalid, the effectiveness of the rest of the terms and conditions remain unaffected. In case a regulation becomes ineffective or invalid, such regulation shall be replaced by a complete and acceptable regulation that would come closest to the commercial purpose as initially intended by the parties. The same is valid as far as the agreement has non-foreseeable gaps.
These terms and conditions are effective from the 1st of September 2017 and supersede all prior versions of the same.
meeco Communication Services GmbH