General Terms and Conditions of ENVY GmbH
1. Scope
These general terms and conditions (GTC) apply between us, ENVY GmbH, registered in the commercial register of the Frankfurt am Main District Court under HRB No. 89931, Hanauer Landstraße 196a, 60314 Frankfurt am Main ('Agency'), and our contractual partners ('Customers'), provided they are entrepreneurs within the meaning of Section 14 BGB. The following terms are part of all contractual relationships between the Agency and the Customer and are recognized upon the issuance of an order or acceptance of performance. Deviating conditions of the Customer only become part of the contract if the Agency has expressly agreed to them in writing.
2. Offer and Conclusion of Contract
2.1 Offers by the Agency are non-binding and subject to change unless explicitly stated otherwise in writing.
2.2 The contract is concluded upon acceptance of the written cost estimate or by the commencement of the offered service with the Customer's approval by the Agency.
2.3 All prices are exclusive of applicable VAT and additional project-related costs such as insurance, packaging, freight, or postage. Approval and registration costs (e.g., regulatory authorities, GEMA) are borne by the Customer.
3. Scope of Services and Third-Party Services
3.1 The scope of services owed by the Agency is determined by the respective cost estimate. The Agency's services generally include consulting, strategy, concept development, design, social media, digital marketing, and event management.
3.2 The Agency is entitled to employ third parties (subcontractors) for contract fulfillment. The Agency may charge a handling fee of 15% of the net costs incurred by the Agency for the subcontractor, unless otherwise agreed. Upon request, the Agency will provide appropriate evidence of services rendered by subcontractors for billing purposes.
3.3 Additional services and material orders not included in the cost estimate and requested by the Customer will be billed according to the Agency's agreed rates with the Customer.
3.4 The Agency may deliver and bill partial services, provided they are reasonable for the Customer, such as when the overall project spans an extended period. Acceptance of a completed partial service and proportional payment may be requested for each partial service.
4. Customer's Obligations
4.1 The Customer is obligated to provide all essential data, materials, and any required rules for strict confidentiality in a timely manner. If the Customer fails to meet these obligations despite being requested to do so, any binding contract deadlines will be extended accordingly. Further claims by the Agency, particularly for reimbursement of additional costs and the right to withdraw, remain unaffected.
4.2 The Customer guarantees that they are authorized to use the submitted data and materials and that these are free from third-party rights. The Customer indemnifies the Agency against third-party claims and reasonable legal costs related to the provided data and materials, provided the Agency promptly informs the Customer of any third-party claims.
4.3 Cost estimates must be accepted or rejected within seven working days. The commissioning of individual services from unsigned cost estimates is legally binding.
5. Payment Terms and Retention of Title
5.1 Invoices are due without deductions within 14 days of receipt. Deviating payment terms may be individually agreed upon.
5.2 Delivered services remain the property of the Agency until full payment is received.
5.3 Offsetting against the Customer's counterclaims is only permissible if they are undisputed or legally established.
5.4 Deductions for failure to meet specified delivery/performance dates are excluded in cases of force majeure or circumstances not attributable to the Agency, such as strikes, technical system failures, Internet disruptions, lack of required approvals, issues with third-party products or services, or the Customer's failure to cooperate or requested changes.
6. Termination and Cancellation by the Agency
6.1 The Agency is entitled to withdraw from the contract if:
(a) the payment of the agreed remuneration cannot be guaranteed. This is particularly the case if the Customer, despite being requested and given a reasonable deadline, does not make an agreed advance payment, provide agreed security, or is demonstrably insolvent; or
(b) the Customer fails to fulfill their cooperation obligations and does not remedy this after a written request with a reasonable deadline.
In the event of withdrawal, the Agency is entitled to claim compensation for services rendered up to the point of withdrawal and reimbursement of incurred expenses.
7. Cancellation Conditions
7.1 The cancellation of an order or service is subject to the following cancellation fees:
- After the contract is signed: 25% of the contract value
- 12 to 8 weeks before project start: 50% of the contract value
- 8 to 4 weeks before project start: 75% of the contract value
- Less than 4 weeks before project start: 100% of the contract value
The Customer may provide evidence of lesser damage.
7.2 Cancellation fees for subcontractors engaged by the Agency are binding and must be reimbursed by the Customer in full.
7.3 Depending on the assignment, the project start refers to the agreed 'go-live' date, the scheduled delivery date, or the specified event date.
7.4 In the event of cancellation due to force majeure (e.g., war, terrorism, official orders, pandemics, natural disasters), the Customer is still obligated to pay for documented and already provided services. Unused or unclaimed expenses (e.g., travel costs, material costs) will be refunded to the Customer, provided they have not already been incurred.
7.5 Cancellation must be made in text form.
8. Use of Trademarks and Copyrights
8.1 The Agency is entitled to use protected trademarks, logos, or other protectable identifiers of the Customer within and for the purposes of the agreed project.
8.2 The Agency grants the Customer, subject to full payment of the agreed remuneration and unless otherwise agreed, a simple right of use for the created content, limited to the agreed use. The right of use is restricted to the duration and purpose specified in the contract. Further use requires written agreement and involves additional costs.
8.3 All usage rights remain with the Agency until full payment is made.
9. Confidentiality
Both parties agree to maintain confidentiality of all confidential information received during the collaboration, even after the contract ends.
10. Retention of Project Documents
The Agency will retain documents for a period of 6 months after the project ends, unless longer retention is required by law. Upon request, documents will be handed over to the Customer within this period.
11. Liability and Warranty
11.1 The Agency is fully liable for damages caused by intent or gross negligence, as well as for injury to life, body, or health.
11.2 For simple negligence, the Agency is only liable for the breach of essential contractual obligations (cardinal obligations) whose fulfillment enables the proper execution of the contract and upon which the Customer regularly relies. In such cases, liability is limited to typical, foreseeable damage or the contract value, whichever is lower.
11.3 Liability for indirect damage, loss of profit, or consequential damage is excluded to the extent permitted by law. Further liability is excluded.
11.4 The Agency is entitled to engage subcontractors to fulfill contractual obligations. The Agency is only liable for defects caused by subcontractor services if it breaches its duty of care in selecting or monitoring the subcontractor. If damages are caused solely by subcontractors outside the Agency's control, the Agency assigns its contractual claims against the subcontractor to the Customer and will assist the Customer in enforcing these claims to the extent reasonable.
11.5 The review of legal issues, particularly in the areas of copyright, competition, consumer protection, and trademark law, is not the responsibility of the Agency.
12. Final Provisions
12.1 Amendments or additions to these GTC must be made in writing. Precedence is given to individual agreements.
12.2 If any provision of these GTC is invalid or unenforceable, the validity of the remaining provisions remains unaffected. The parties agree to replace the invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible to the economic intent of the replaced provision.
13. Jurisdiction and Place of Performance
13.1 The place of jurisdiction is Frankfurt am Main, provided the contracting parties are merchants. However, each party also has the right to sue the other at their place of business.
13.2 The place of performance is the Agency's registered office.
14. Applicable Law
German law exclusively applies to all contracts and business relationships between the Agency and the Customer. The application of international sales law is excluded.
Status 12/2024