Allgemeine Geschäftsbedingungen der add on communication GmbH

1. Applicability of the Terms and Conditions

The following conditions apply to all contracts, deliveries, and other services unless they are modified with the express written consent of add on. Deviating conditions of the customer are invalid unless confirmed in writing by add on.

2. Offer and Conclusion of Contract

Offers are always non-binding. Obvious errors, typing, printing, or calculation mistakes in offers are non-binding for add on. Forwarding of add on offers to third parties is permitted only with the express written consent of add on. Price quotations for all other deliveries and services are based on tariff documents and price information provided by the service providers, or in the case of foreign service providers, possibly on the exchange rate valid at the date of the offer. No guarantee can be given for the accuracy of this information. Calculations are based on the minimum number of participants specified in the offer. Deviations from the minimum number of participants require recalculation and entitle add on to adjust the budget to the actual number of participants. Significant budget deviations resulting from higher or lower participation must be communicated in writing by add on to the customer without delay, provided the period between determination of the participant difference and the start of the event allows for reasonable budget revision. This revision may alternatively be carried out in the final invoice if the number of participants at the start of the event deviates from the planned number at short notice. Side agreements and amendments to existing contracts must be confirmed in writing by both parties. The customer is bound by their order for four weeks. The contract is deemed concluded when add on confirms acceptance of the order in writing within this period or performs the delivery or service. However, add on is obliged to inform the customer without delay if an order is rejected.

3. Withdrawal from the Contract

If the customer withdraws from the contract without a reason attributable to add on, add on is entitled to compensation for lost profit according to the time of withdrawal as follows — calculated as a percentage of the agreed agency fee plus statutory VAT:

• After placing of the order: 10%
• Up to 90 days before the event: 50%
• Up to 60 days before the event: 80%
• Up to 30 days before the event: 90%
• Less than 30 days before the event: 100%

The customer may provide proof that the actual lost profit was lower. add on retains the right to claim higher proven damages. All expenses and agreed fees for agency work performed up to the cancellation date, as well as all third-party costs, cancellation, and withdrawal fees, must in any case be paid in full within 10 days of receipt of invoice by the customer. Advance payments made by add on to service providers using customer deposits will be refunded to the customer only insofar as they are reimbursed to add on by the respective service providers. add on is not obliged to pursue legal action against service providers for reimbursement; related claims will be assigned by add on to the customer, who accepts the assignment.

4. Withdrawal Due to Force Majeure

Both parties are entitled to withdraw in cases of significant aggravation, danger, or impairment resulting from unforeseeable and extraordinary circumstances such as war, civil unrest, epidemics, currency or trade policy measures or other sovereign acts (revocation of landing rights, border closures, etc.), natural disasters, accidents, destruction of accommodation, strikes, lockouts, operational disruptions, or comparable incidents — regardless of whether these occur at add on or its service providers.

5. Payments

Upon placing the order, 10% of the agreed contract value becomes immediately due. Fifteen working days before the event, 90% of the agreed contract value/agency fee must be paid in such a way that add on has full access to the amount. After order placement, add on will issue a project-specific payment schedule, which becomes binding unless the customer objects in writing within five working days. If no payment schedule is established, the following terms apply:

• 10% of the contract value upon order
• 40% of the contract value up to 40 working days before the event/travel
• 40% of the contract value up to 15 working days before the event/travel
• Remaining balance with the final invoice within 10 days of receipt.

Deposit payments to secure third-party services (airlines, hotels, local agents, etc.) will be invoiced separately by add on. To hedge exchange-rate risks, add on may — with the customer’s written consent — call up the equivalent of the foreign-currency portion of the contract value at order placement. The exchange-rate risk then transfers to add on on the next working day after receipt of payment. Personnel costs for additional services and extra orders during the event will be invoiced after return at the hourly rates plus statutory VAT. Third-party costs are passed on in full plus VAT. All invoices are payable net (without discount) upon receipt. If the customer is a merchant as defined by the German Commercial Code (HGB), they may offset, withhold, or reduce the purchase price only if such counterclaims have been legally established or are undisputed. The customer agrees to the offsetting of mutual claims and obligations.

6. Delivery, Performance, Acceptance

Adherence to agreed deadlines and dates presupposes that the customer has fulfilled all contractual obligations, particularly the provision of necessary documents, approvals, participant lists, and agreed deposits or payments in due time. Changes or deviations in individual services from the contractual agreement are permissible only if they become necessary after conclusion of the contract, are not caused by add on in bad faith, and do not materially affect the overall nature of the event. add on is generally not liable for delays or non-performance by third-party service providers contracted by add on; however, add on undertakes to assign any resulting claims against such service providers to the customer. For custom productions and printed materials, over- or under-deliveries of up to 10% and minor color or quality variations are permissible. For travel or event arrangements, complaints must be reported immediately upon occurrence to add on or its responsible on-site project manager to enable prompt remedy. If this is not possible or unsuccessful, the complaint must be repeated and submitted in writing to add on within three working days after the end of the event or trip. Delays or non-performance due to force majeure or other events substantially hindering or rendering performance impossible — including subsequent difficulties in material procurement, operational disruptions, strikes, lockouts, staff shortages, defects in transport, governmental orders, etc., even if these occur at suppliers or service providers of add on or their subcontractors — do not constitute default even where binding deadlines exist. add on is entitled to postpone delivery or performance for the duration of the impediment plus reasonable start-up time or to withdraw from the unfulfilled part of the contract. The customer may withdraw from the unfulfilled part if extended waiting is unreasonable and add on declares that fulfillment cannot be expected within a foreseeable period.

7. Complaints Regarding Material Deliveries

The customer must inspect the goods received immediately upon arrival for completeness and freedom from defects and must notify add on in writing of any complaints within one week. In the case of a justified complaint, add on will, at its discretion, provide a free replacement or remedy the defect. The replacement shall apply only to the parts actually defective. For rectification, the customer must grant add on the time and opportunity reasonably required, in particular by making the object in question or a sample thereof available; otherwise, the warranty lapses. In the absence of expressly guaranteed properties, liability is limited to warranty and rectification.

8. Liability

General limitation of liability: add on shall be liable for damages to the customer only insofar as intent or gross negligence can be attributed to add on. This applies to all claims for damages, regardless of the legal basis — including impossibility of performance, delay, positive breach of contract, or tort. However, this limitation shall not apply to direct damages caused by the absence of expressly warranted characteristics or to those damages against which the warranted characteristics were specifically intended to protect the purchaser. The liability limitations in this section apply equally to the vicarious agents and assistants of add on. They do not apply where intent or gross negligence by add on or its senior executives can be established.

9. Limitations of Liability of the Travel Organizer

The liability of add on is limited to three times the travel price if the traveler’s damage was caused by simple negligence and if add on is responsible for such damage solely on account of a service provider’s fault. If statutory provisions applicable to a service provider’s performance limit or condition the customer’s right to damages, add on may invoke such provisions. If add on acts as contractual air carrier, liability shall be governed exclusively by the provisions of the international conventions, particularly the Warsaw and Guadalajara Conventions, alongside the operating air carrier. These conventions contain liability limitations. If add on expressly mediates services in the name of a third party, add on is liable only for proper brokerage of the services, not for their actual performance. add on is not liable for service deficiencies or defects in services expressly designated as third-party services in the description — especially for additional programs arranged locally at short notice. Claims by the customer for non-conforming performance — except those arising from injury to life, body, or health — expire six months after the contractually stipulated end of the trip or event.

10. Retention of Title

add on retains ownership of all goods supplied until all claims against the customer arising from the business relationship, including future claims under current or later contracts, have been fully satisfied. This also applies if individual or all claims are included in a running account and the balance is acknowledged. The goods may be resold only in the ordinary course of business but may not be pledged or assigned as security. Any attachments by third-party creditors must be reported to add on immediately. add on undertakes to release securities held by it to the extent that their value exceeds the claims to be secured by more than 20%.

11. Custody of Customer Property

Storage of promotional materials or other documents will occur only upon prior agreement and, where applicable, against separate remuneration. The customer is solely responsible for adequate insurance coverage of such materials and documents.

12. Self-Promotion

add on is entitled to use copies of goods or services it has provided for its own promotional purposes. add on may indicate its company name appropriately on contractual products without customer approval. The customer may withhold such approval in writing.

13. Copyright

Copyright and reproduction rights to all sketches, designs, originals, models, texts, concepts, travel and event programs, and similar materials created by add on, in any medium and for any purpose, remain with add on unless expressly approved otherwise in writing. If products are manufactured based on drawings, templates, samples, or similar items provided by the customer, it is solely the customer’s responsibility to ensure that no third-party intellectual property rights are infringed. The customer undertakes to indemnify add on from all claims asserted by third parties due to infringement of their intellectual property rights.

14. Transfer of Rights, Applicable Law, and Severability

The customer may not transfer contractual rights to third parties without the consent of add on.The relationship between the contracting parties shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the Uniform Law on the International Sale of Goods (Bundesgesetzblatt I 1973 p. 856 ff., 868 ff.), even if the customer’s registered office is abroad. If any provision of these Terms and Conditions or other agreements is or becomes invalid, the validity of all remaining provisions or agreements shall remain unaffected. The invalid provision shall be replaced by a valid one that comes as close as possible to the economic intent of the original.

15. Place of Performance and Jurisdiction

The place of performance for deliveries, services, and payments and for all disputes arising between the parties, including those concerning checks and bills of exchange, shall be the registered office of add on. Where legally permissible, the place of jurisdiction shall be Frankfurt am Main, Germany.

General Terms and Conditions for Graphic Design (AGG)

These General Terms and Conditions
apply to all contracts concluded between the designer and the client. They are deemed
accepted unless the client immediately objects upon receipt.

1. Copyright and Rights of Use

1.1. The drafts and final artwork may not be altered, either in the original or in reproduction, without the express consent of the designer. Any full or partial imitation is prohibited.
1.2. In case of violation of section 1.1, the client must pay the designer a contractual penalty equal to 200 % of the agreed remuneration.
1.3. The designer grants the client the usage rights required for the agreed purpose. Unless otherwise stipulated, only a non-exclusive right of use is transferred. The designer remains entitled, even after granting exclusive rights, to use their designs and reproductions thereof for self-promotion.
1.4. Transfer of usage rights to third parties requires written agreement between designer and client. Usage rights pass to the client only after full payment of the agreed fee.
1.5. The designer has the right to be named as author on all reproductions (hard and soft copies). If the client violates this right of attribution, they must pay the designer a contractual penalty of 100 % of the agreed remuneration. This does not affect the designer’s right to claim higher proven damages.

2. Remuneration

2.1. All fees are net amounts, payable plus statutory VAT and without deduction.
2.2. Fees are due upon delivery of the drafts. If drafts are accepted in parts, a partial payment of at least half of the total remuneration becomes due upon acceptance of the first installment.
2.3. If drafts are used again or to a greater extent than originally agreed, the client must pay an additional fee for such extended use.

3. Third-Party Services

3.1. The designer is entitled to commission necessary third-party services in the name and on behalf of the client. The client must provide written authorization for this purpose.
3.2. Where contracts for third-party services are concluded in the name and on account of the designer, the client shall indemnify the designer internally against all obligations arising from such contracts, in particular payment obligations.

4. Ownership and Obligation to Return

4.1. Only rights of use are granted in drafts and final artwork; ownership is not transferred. Originals must be returned undamaged to the designer no later than three months after delivery unless otherwise agreed in writing.
4.2. In case of damage to or loss of drafts or final artwork, the client must reimburse the costs necessary for their restoration; the right to claim further damages remains unaffected.

5. Release of Data

5.1. The designer is not obliged to hand over data carriers, files, or data. Should the client request them, this must be agreed in writing and separately remunerated.
5.2. Where the designer provides such data, they may not be altered without the designer’s consent.
5.3. Risk and cost of transport (online or offline) of data carriers, files, and data shall be borne by the client.
5.4. Except in cases of intent or gross negligence, the designer is not liable for defects in data carriers, files, or data. Liability is excluded for errors occurring during import of data into the client’s system.

6. Proofs, Production Supervision, and Sample Copies

6.1. The client must submit proofs to the designer for approval before reproduction.
6.2. If production supervision by the designer is agreed, both parties shall conclude a separate written agreement.
6.3. During such supervision, the designer shall decide at their own discretion and issue appropriate instructions.
6.4. The client shall provide the designer with ten flawless copies of all reproduced works free of charge.

7. Liability

7.1. The designer shall be liable only for damages caused intentionally or through gross negligence by them or their agents. This also applies to damages resulting from positive breach of contract or tort.
7.2. Dispatch and return of works and originals are at the client’s risk and expense.
7.3. Upon acceptance of the work, the client assumes responsibility for the correctness of text and images.
7.4. The designer assumes no liability for the competitive or trademark legality or registrability of their designs or other creative works.
7.5. Complaints of any kind must be submitted in writing within two weeks of delivery; thereafter the work is deemed contractually compliant and free of defects.

8. Artistic Freedom and Templates

8.1. Within the scope of the commission, the designer enjoys artistic freedom. If the client requests changes during or after production, they must bear any resulting additional costs.
8.2. If execution of the order is delayed for reasons attributable to the client, the designer may claim a reasonable increase in remuneration. In cases of intent or gross negligence, the designer may also claim damages.
8.3. The client warrants that they are entitled to use all materials provided to the designer and that these are free of third-party rights. Should this prove untrue, the client shall indemnify the designer internally against any third-party claims.

9. Final Provisions

9.1. Where legally permissible, the place of jurisdiction is Frankfurt am Main, Germany.
9.2. If any of the foregoing provisions are invalid, the validity of the remaining provisions shall remain unaffected.