Florian Reick's General Terms and Conditions for Business Transactions with Companies

A. SCOPE OF APPLICATION

The business relationship between Florian Reick and customers is governed exclusively by the following Terms and Conditions in the version valid at the time of the order.
The customer's terms and conditions shall not become part of the contract unless Florian Reick expressly agrees to them.
No oral side agreements regarding these contractual terms and the subject matter of the contract have been made.
For the purposes of these Terms and Conditions, “customers” refer to businesses as defined in Section 14 of the German Civil Code (BGB). These Terms and Conditions do not apply to consumers (Section 13 BGB).

B. SUBJECT MATTER OF THE AGREEMENT

These General Terms and Conditions govern the services provided by a communications agency specializing in digital media, particularly social media, as well as photography services. The specific scope of the contract is set forth in the proposal provided by Florian Reick. This proposal, together with these General Terms and Conditions, governs the contractual relationship between the client and Florian Reick. In the event of any conflict between these General Terms and Conditions and the proposal, the proposal shall always take precedence.
Information regarding delivery and performance dates is non-binding unless Florian Reick has designated it as binding in writing. Florian Reick may provide partial performance to the extent that the delivered parts are of practical use to the customer.
Florian Reick's services are tied to the company, and the right to receive the contractual services is therefore not transferable to third parties.
Furthermore, Florian Reick’s services are not linked to any specific promise of success or guarantee within the meaning of Section 443 of the German Civil Code (BGB).
Florian Reick’s services do not include legal advice or legal services. This also means that Florian Reick is not obligated to verify whether the work commissioned by the client infringes on any third-party rights (e.g., rights to a name, copyrights, trademark rights, data protection rights, etc.).
To the extent that Florian Reick processes personal data that the customer, as the controller (pursuant to Art. 4(7) of the GDPR), has collected, both parties agree to determine whether such processing constitutes processing on behalf of the controller pursuant to Art. 4(8) of the GDPR. In this case, both contracting parties agree to enter into a data processing agreement that meets the requirements of Article 28(3) of the GDPR.
Florian Reick will perform the services in accordance with the principles of proper professional practice, based on generally published and recognized standards.
Florian Reick is generally free to choose where the services will be performed.
The services specified in the contract will be performed by Florian Reick. However, Florian Reick is entitled to delegate the services to be performed to third parties.
Unless otherwise specified, the services covered by the contract will be provided in German. The content is also written in German.
If Florian Reick sends the client meeting minutes following a meeting, those minutes become binding unless the client objects within 3 business days.
If the client rejects proposals regarding the concept or implementation—even in substantially revised versions that take the client’s wishes into account—more than twice, Florian Reick has the right to bill separately for the time spent preparing further proposals regarding the concept or implementation.

C. CONCLUSION OF THE AGREEMENT, TERM OF THE AGREEMENT, TERMINATION

The contract is formed when Florian Reick submits a customized offer to the customer, which the customer then accepts. Offers may be accepted within 14 days, unless otherwise agreed.
If a continuing contractual relationship is established, the term of the contract is specified in the offer from Florian Reick.
Either party may terminate the contract by giving three months' notice prior to the end of the regular contract term.
Unless properly terminated, the contractual relationship is extended for the duration of the agreed contract term (see C. 2.).
Both parties have the right to terminate the contract immediately for good cause.

D. COMPENSATION

Florian Reick will issue a proper invoice for the agreed-upon project-based compensation. The amount of the compensation is specified in Florian Reick’s proposal. Any additional compensation for other services provided by Florian Reick that is not specified in the proposal is payable only if it has been agreed upon in writing with the client in advance. The compensation is not contingent on any specific outcome.
Florian Reick reserves the right to request advance payments as well as partial payments upon the completion of significant milestones.
With regard to costs for third-party services (e.g., advertising or licensing costs), Florian Reick is entitled to require the customer to pay the corresponding costs in advance and is not obligated to advance the costs for such third-party services.
Florian Reick is also entitled to make the provision of further services contingent upon the payment of invoices already issued.
Invoices issued by Florian Reick are due within 14 business days of the invoice date. The customer is in default if this payment deadline is exceeded.
Unless otherwise specified, any remuneration amounts stated in this contract or in the project-specific proposal are exclusive of applicable value-added tax.

E. CUSTOMER OBLIGATIONS

The customer shall support Florian Reick’s services by providing appropriate cooperation. In particular, the customer shall provide Florian Reick with the necessary information, access credentials, and other data and documents.
The customer shall designate a primary contact and a deputy as the designated points of contact for all matters relating to the project. They must be empowered to either make all decisions regarding the project themselves or ensure that such decisions are made in a timely manner.
If the customer fails to fulfill its obligations to cooperate and, as a result, Florian Reick is unable to complete his services in whole or in part within the agreed-upon time frame, the agreed-upon time frame shall be extended by a reasonable period.
If the customer receives login credentials from Florian Reick for the purpose of fulfilling contractual obligations, the customer is obligated to treat them as confidential and is liable for any misuse resulting from unauthorized use of the login credentials.

F. CUSTOMER'S OWN CONTENT

Florian Reick is not responsible for any content provided by the customer in connection with the contract or the contract negotiation process. In particular, Florian Reick is not obligated to review the content for potential legal violations (e.g., trademark and copyright infringements, as well as other intellectual property rights); this is the customer’s responsibility.
The customer is solely responsible for the content of their website or social media page. In particular, Florian Reick does not provide legal advice regarding the legal requirements for a website or social media page (provider identification, privacy policy, etc.).

G. ACCEPTANCE OF WORK PERFORMED

Completed work must be accepted. Services, particularly consulting and support services, are not subject to acceptance unless the need for acceptance of the service is expressly stipulated.
Upon successful completion of the acceptance test, the customer must immediately confirm acceptance in writing. The acceptance test is deemed to have been successfully completed if the service or partial services meet the contractually specified requirements in all material respects.
If the customer does not immediately declare acceptance, Florian Reick may set a one-week deadline in writing for the customer to submit such a declaration. Acceptance shall be deemed to have taken place if the customer does not specify in writing the reasons for refusing acceptance within this period.

H. RIGHTS OF USE IN CONNECTION WITH THE PROVISION OF SOCIAL MEDIA SERVICES

This section (H.) applies to all final copyrighted content that Florian Reick creates for the client in fulfillment of the contract. This section does not apply to the creation of photographs (for this, see Section I.).
Florian Reick grants the customer the right to use the service covered by this contract in a simple manner and without any restrictions in terms of time, location, or content. This includes use in all forms known and unknown at the time the contract is concluded.
The services can only be used on the social media channels listed in the offer.
Unless otherwise specified in the offer, the right of use is limited to use by the Customer and may only be exercised by third parties with the consent of Florian Reick. In this context, the contracting parties define “Customer” as solely the specific legal entity of the Customer acting as the contracting party, and not as any companies within the Customer’s corporate group (e.g., abroad) or other affiliated companies within the meaning of Section 15 of the German Stock Corporation Act (AktG).
Unless otherwise expressly stated, Florian Reick waives his right to attribution (§ 13 UrhG) in connection with the grant of rights.
The rights of use shall be granted upon full payment of the agreed-upon fee.

I. RIGHTS OF USE FOR PHOTOGRAPHS

This section applies to all photographs that Florian Reick creates for the client and delivers to the client as part of the service.
Florian Reick grants the customer the exclusive right to use the photographs covered by this contract, without any restrictions in terms of time, location, or content.
Unless otherwise specified in the offer, the right to use the photographs is limited to use by the customer and may only be transferred to third parties with the consent of Florian Reick. In this context, the contracting parties define “Customer” as solely the specific legal entity of the Customer acting as the contracting party, and not as any companies within the Customer’s corporate group (e.g., abroad) or other affiliated companies as defined in Section 15 of the German Stock Corporation Act (AktG).
Unless otherwise expressly stated, Florian Reick does not waive the right to be credited (§ 13 UrhG) when granting rights to photographs.
The rights to use the photographs are granted upon full payment of the agreed-upon fee.

J. LIABILITY

Florian Reick has unlimited liability

in cases of willful misconduct or gross negligence,
for injury to life, body, or health, as well as
to the extent covered by a guarantee assumed by Florian Reick.

In the event of a breach of duty due to slight negligence that is essential to achieving the purpose of the contract (cardinal obligation), Florian Reick’s liability is limited to the amount of damages that are foreseeable and typical given the nature of the transaction in question.
Florian Reick assumes no further liability.

K. CONFIDENTIALITY

The parties are obligated to keep confidential any information received in connection with the contractual relationship. The parties define confidential information as information relating to the respective company, including information regarding its business activities, financial position, business transactions, assets, and liabilities.
To this end, the parties must, among other things, protect all documents containing confidential information from unauthorized access and store them securely.
The parties’ obligation of confidentiality shall remain in effect even after the termination of the contract and shall expire 5 years after the contract’s termination.
The duty of confidentiality does not extend to confidential information or know-how that is or has become public knowledge, or that has been otherwise lawfully obtained, nor to confidential information that the parties demonstrably knew prior to its disclosure or that became known to third parties through no fault of the respective party.
Upon termination of the contract, the parties agree to return any documents received from the other party that still contain confidential information at that time.

L. CITATION

Florian Reick reserves the right to use the contractual relationship and the services provided therein as a reference and for self-promotion, and to feature or use the company logo/CI and, if applicable, the client as a case study on Florian Reick’s website and social media channels. The client agrees to this use and warrants that Florian Reick may, for example, also use screenshots of the completed work as a reference.

M. FINAL PROVISIONS

Rights and obligations under this contract may be transferred to third parties only with the consent of Florian Reick.
The laws of the Federal Republic of Germany apply.
The place of performance and venue for all disputes arising out of or in connection with this contract is the registered office of Florian Reick.
If any provision of this contract is invalid, this shall not affect the validity of the remaining provisions. The parties to the contract shall endeavor to replace the invalid provision with a valid one that most closely approximates the economic intent of the invalid provision.