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GTC

General Terms and Conditions of the Format:perfekt! Agency for brain-friendly Communication

§ 1 Validity

  1. These GTC apply to all contracts with Format:perfekt! (FP), in particular for the following services:
  • Creation, improvement and translation of texts
  • Analysis, conception and coaching implementation support within the scope of consulting services
  • Knowledge transfer and competence transfer in workshops
  1. These General Terms and Conditions shall be deemed to have been accepted when an order is placed with FP. Deviating or conflicting terms and conditions of the client shall not be recognized unless FP has expressly agreed to them in writing.
  2. The recipients of services are companies. These GTC shall also apply to all future business relations, even if they are not expressly agreed again.
  3. The version of these GTC valid prior to the use of our services shall be authoritative. FP is entitled to change or amend these GTC at any time. The client will be notified of any changes or additions. Changes or additions to the disadvantage of the client result in the client being able to terminate the contractual relationship without notice within one month of receipt of the change notification. FP shall expressly inform the Principal of this right of termination in the notification of the amendment to the General Terms and Conditions. If the Principal does not terminate the contract, the changes and amendments shall become effective.
  4. Subsidiary agreements, assurances and other agreements as well as amendments and supplements to the contract must be in writing to be effective. Both e-mail and messages in the login area are accepted as written form.

§ 2 Contract

  1. In the course of his inquiry, the client provides the complete information required for the preparation of the offer, for example, glossaries or wording lists for individual specialized terminology. FP generates a non-binding offer based on this information. The contract is concluded after the client has a) confirmed and accepted the offer in writing, b) made the agreed advance payment, and c) registered online on our website, whereby, in addition to the online portal, the conclusion of the contract via e-mail is also permissible. Online orders in particular require our explicit declaration of acceptance and in these cases the contract is only concluded after FP has accepted the order. Consulting and coaching services in particular are additionally regulated in a main contract.
  2. FP is entitled to subsequently adjust the price if the underlying scope of the order changes or if the client does not fulfill his obligation to cooperate, for example by providing incorrect or incomplete information. FP is entitled to subsequently withdraw from the contract if one of the following reasons for rejection exists: a) The file cannot be processed because the format does not fit or because it contains images that cannot be processed. b) Special circumstances make processing appear unreasonable, for example if the service cannot be provided in an appropriate quality within the specified period or if the necessary information has not been communicated. c) The text file to be edited contains criminal content or is contrary to good morals. In the event of rejection, there shall be no performance obligations or other claims between the parties.
  3. FP shall begin processing the text file once the contract has been concluded and payment has been received. From this point on, the contractual delivery period runs. Deviating delivery dates are only binding if FP confirms them separately in writing.

§ 3 Login Area

  1. In the login area registered clients can manage their projects and invoices as well as send and receive messages and files. The customer account is created by the client by registering on the corresponding webpage and providing correct information. Registration is allowed only to legal entities and natural persons of full legal capacity. The registration of a legal entity may only be carried out by a natural person authorized to represent the entity, who must be named. FP may refuse to accept registrations if there is an objective reason for doing so, e.g. incorrect information is provided. The creation of multiple customer accounts is not permitted.
  2. The transfer of login data (account sharing) to third parties requires our written consent and is otherwise prohibited. In the event of culpable infringement, FP shall be entitled to block access to the login area temporarily or permanently at its reasonable discretion. In this case, the customer’s contractual obligations towards us remain unaffected.
  3. Access to the login area is password-protected via the Internet. The customer is obliged to keep his access data and password secret and to protect them from misuse by third parties. The password should be sufficiently long and complex. In the event of loss of the access data, the password or if misuse is suspected, FP must be informed immediately. In case of misuse, FP is entitled to block access to the login area. In this case, the customer’s contractual obligations towards us remain unaffected. The customer is liable for any misuse for which he is responsible.

§ 4 Service

The concrete service description results from our offers and individual agreements.

  1. The following applies to text services: a) FP undertakes to compose, revise, correct or translate the text provided by the client in a proper and professional manner. b) The service is deemed to have been rendered when the processed text file is made available in the login area, provided that no written notice of defects is given within two weeks. c) Translations are carried out without abridgements, additions or other changes to the content in accordance with the average generally accepted quality standards of the translation industry. d) Consideration of individual specialist terminology introduced at the customer’s will only be carried out after corresponding agreement and provided that the required information is made available in full when the order is placed. e) Only texts in agreed file formats will be processed, so files with images may be rejected. f) If the complexity exceeds the qualifications of the specialists available to us, or if it is not possible to process the work to an appropriate quality within the specified period of time, FP shall also be entitled to reject the order. Bei einer Zurückweisung wird kein Vergütungsanspruch fällig. g) Der Auftraggeber trägt die alleinige Verantwortung für den Download der bearbeiteten Textdatei aus dem Login-Bereich. FP trägt die Gefahr des Datenverlustes nur bis zur Abholung der Textdatei via E-Mail oder Download aus dem Login-Bereich. h) Der Auftraggeber ist verpflichtet, unmittelbar nach Leistungserhalt den Text zu überprüfen, ihm bekannt werdende Mängel binnen 14 Kalendertagen nach Leistungserhalt schriftlich zu rügen und eine angemessene Frist zur Nachbesserung zu setzen. Mindert eine nicht durch den Auftraggeber selbst verursachte Abweichung von den Anforderungen den Wert oder die Tauglichkeit der Bearbeitung in erheblicher Weise, bessert FP den Auftrag gemäß der schriftlichen Rüge kostenfrei nach. If the deviation was caused by the Principal or if the period set for rectification is shorter than the period of the original order, FP is entitled to invoice the additional effort separately.
  2. The following applies to consulting services: a) Consulting and coaching are commissioned as service packages with defined project goals and ongoing support for 3 to 12 months. FP undertakes to carry out the order carefully and in consultation with the customer. b) The service is deemed to have been provided when the project objectives agreed in the main contract have been achieved and the contract period ends. It is irrelevant here whether and when possible recommendations of the consultant are implemented by the client. The individual consulting or coaching sessions can be claimed within one year after the conclusion of the contract. c) A concrete success is neither owed nor guaranteed. The implementation of the agreed or recommended measures is the sole responsibility of the client. d) Data provided by the client and third parties will not be checked for accuracy, but only for plausibility. FP is not obliged to check the correctness, completeness or regularity or to carry out its own research. e) After completion of the order, both parties have the right to return the documents received to the contractual partner or to destroy them. Before destroying originals, however, the consent of the party concerned must be obtained. A storage obligation exceeding the statutory provisions is not agreed. 
  3. Consultations, coaching sessions and workshops take place on binding dates as virtual meetings, for which the following applies: a) Recording is not permitted without prior consent from FP. b) We reserve the right to cancel appointments due to too few participants or for important reasons for which we are not responsible, e.g. sudden illness of the coach or force majeure. In this case, participation fees for workshops will be refunded, while appointments for consultations and coaching sessions will be made up. c) Appointments for consultations and coachings can be cancelled or rebooked free of charge up to 48 hours in advance. Appointments for workshops can be cancelled free of charge up to 7 days in advance. If these deadlines are not met, the appointment will be billed as if it had taken place. d) The one-time transfer of an appointment to a person authorized to represent the client is possible free of charge, provided that the person is named to FP as a substitute up to 24 hours in advance. e) If the collaboration takes place via a collaboration tool of the client, the client must ensure access and smooth functionality. f) If the appointment cannot take place due to technical problems on the part of the customer, it will be settled. If technical problems on the part of the customer impair the implementation, the appointment will be made up for at a later date.

§ 5 Cooperation Obligations

  1. The Principal shall provide FP with the information and documents required for the execution of the order in full and with the correct content.
  2. Both parties shall inform each other without delay of all circumstances that arise in the course of the project execution and could influence the processing.
  3. Both parties commit themselves to reliable and considerate communication behavior in goodwill and loyalty during and also after the termination of the cooperation.
  4. In the event of violations, FP is entitled to block access to the login area and, in particular in the case of consulting projects, to terminate the contract without notice after prior written notice, in which case the client will either be charged for the services actually rendered up to the time of termination or instead be charged the agreed or projected total remuneration less expenses saved as a result of the premature termination of the contract.
  5. Participants in workshops must promote the smooth running of the workshop through their behavior. In the event of repeated disruption due to inappropriate behavior, FP is entitled to exclude the customer from the event. FP’s claim to remuneration remains unaffected by this.

§ 6 Compensation

Details on prices and payment options can be found in the offers, contracts and invoices.

  1. All prices stated are net. Depending on the recipient’s registered place of business, the statutory value-added tax shall be added. 
  2. The client is liable for advance obligations and may make a payment with debt-discharging effect in euros or US dollars to the currency account specified in the invoice.
  3. With the conclusion of the contract, the invoice is provided in the login area, which is immediately due in full and whose payment in advance precedes the execution of the order.

§ 7 Termination

Details on the termination of consulting and coaching contracts are regulated in the main contract.

  1. The right of cancellation and a corresponding instruction are unnecessary, since FP only enters into contracts with entrepreneurs as defined by § 14 BGB (German Civil Code).
  2. Consulting and coaching contracts with an agreed term for long-term support can only be terminated in writing without notice if there is good cause, whereby our claim to remuneration remains unaffected. The customer reserves the right to prove that we have incurred no or significantly lower damages.
  3. Project contracts, in particular for text services, may be terminated at any time until completion of the order. If an order placed is terminated by the customer, the costs incurred up to this point must be reimbursed on a pro rata basis according to the degree of completion in each case. In any case, however, the claim for reimbursement of costs shall amount to at least 50% of the order value. The data received from the client within the scope of the order or the edited text itself, which is available as a file, shall remain with FP for archiving purposes. The deletion of this data shall only take place on the basis of an express written request by the Principal.
  4. If the client does not fulfill his obligations, FP has the right to terminate the contract and to invoice the client either for the services actually rendered up to the time of termination or, instead, for the agreed or projected total remuneration less expenses saved due to the premature termination of the contract.
  5. If FP is unable to complete the order due to force majeure, the client is nevertheless obligated to pay for the services rendered up to that point and any associated expenses.

§ 8 Rights of Use

  1. FP is entitled to use the name and brand of the Customer in the form of its logo as a reference in its own advertising, unless the Customer objects to this option.
  2. The Customer shall ensure that there are no third party rights to the texts to be edited that would prevent editing and transfer to third parties for the purpose of fulfilling the contract. If necessary, FP is entitled to demand appropriate documents to clarify these rights. The Customer shall indemnify FP and its subcontractors against any liability for claims by third parties based on the use, editing, exploitation or reproduction of such information, documents and other items or their editing.
  3. a) If a text acquires copyright protection through editing within the scope of our text services, FP guarantees that the client – within the scope of what is legally permissible – receives the rights of use and exploitation that are unrestricted in terms of space, content and time (simple right of use and exploitation). Included is the right to modify and transfer to third parties. b) On the other hand, the reproduction and transfer of excerpts or entire documents from consultations, coaching sessions and workshops without written permission is prohibited and in particular the sharing of these data on the Internet will be legally prosecuted. Insofar as work results are copyrightable, the consultant remains the author and the client receives a simple right of use and exploitation within the scope of the contractually agreed purposes.

§ 9 Liability Disclaimer

  1. The Customer shall indemnify FP and its subcontractors against any liability for claims by third parties based on the use, processing, exploitation or reproduction of such information, documents and other items or the processing thereof.
  2. Any liability or warranty for the success of measures recommended by FP is excluded. This also applies if FP accompanies the implementation of coordinated or recommended plans or measures.
  3. FP shall only be liable in the event of intent and gross negligence, except in the event of a breach of essential contractual obligations and in the event of injury to life, limb or health or in the event of claims.
  4. FP does not guarantee that the respective text editing is permissible and suitable for the purpose of the client. This applies in particular in the event that the delivered text is published or used for advertising purposes. FP also assumes no liability for the technical correctness of delivered texts. The legal risk of usability or publication shall be borne solely by the Principal.
  5. FP shall not be liable in the event of simple negligence on the part of its executive bodies, legal representatives, employees or other vicarious agents, unless this involves a breach of material contractual obligations. Essential to the contract is the obligation to provide the service free of essential defects in a timely manner.
  6. FP shall be liable exclusively for damage that is demonstrably a direct consequence of an error attributable to FP. Insofar as FP is liable for damages on the merits, this liability is limited to damages that FP should have foreseen as a possible consequence of a breach of contract at the time the contract was concluded if it had exercised due care. Under no circumstances shall FP be liable for other damages such as consequential damages, loss of profit or damages due to delays.
  7. Liability shall not apply if the damage incurred is also due to incorrect or incomplete information provided by the Principal or the Principal’s lack of cooperation. The same shall apply if circumstances giving rise to liability have not been notified to FP in writing by the Principal within 14 calendar days of becoming aware of them.
  8. FP shall not be liable for a) damages resulting from the fact that the client has passed on the service unchecked; b) defects in artwork produced, unless FP has been provided with the artwork; c) claims for damages resulting from the use of specified technical terminology; d) service failures or delays due to force majeure and due to unforeseeable obstacles to performance for which FP is not responsible. e) In the event of any ambiguity in the text to be processed, FP shall be exempt from any liability.
  9. FP shall not be liable for any damage to or loss of documents, data or data carriers provided by the Principal to facilitate the performance of the contract. Furthermore, FP shall not be liable for any costs and/or damages caused by a) the use of information technology and telecommunication means or failure of communication networks and gateways, b) the transport or dispatch of data or data carriers or c) any computer viruses in the files or data carriers supplied by FP.
  10. Liability for damages caused by the use of FP’s services, by the faulty storage or transmission of data by FP or by the loss of texts and documents for which FP is responsible shall be limited to the amount of the proven damage. In any case, liability is limited to the agreed countervalue of the order.
  11. In the case of obvious foreseeability of a significantly higher risk of damage, FP shall be obliged to offer the Principal a higher liability sum, whereby the Principal may adjust his remuneration accordingly.
  12. Contractual claims for damages of the Principal against FP shall become statute-barred twelve months after the conclusion of the respective individual project contract. This provision shall not apply to statutory claims for damages in the event of injury to life, limb or health, the limitation period for which shall be governed by the statutory provisions.

§ 10 Confidentiality

  1. All parties involved and their vicarious agents undertake to maintain confidentiality about the operational, business and private affairs of the parties involved which become known to them in the course of the cooperation. Excluded from this regulation are cases in which a) the parties involved release themselves from the confidentiality obligation, b) information must be published according to law, official order or court decision, c) the information is public. The confidentiality obligation shall remain in force for at least 5 years after the termination of the contract.
  2. FP shall protect the information of the Principal against inspection by third parties and shall disclose it to third parties in compliance with the General Data Protection Regulation of the European Union (EU-DSGVO) only for the purpose of fulfilling the order and only if the third parties have also been obligated to maintain confidentiality. FP is also entitled to transfer data in cases where this is necessary for the purpose of identifying, isolating and eliminating faults or errors. Due to electronic data communication, access by unauthorized persons cannot be completely ruled out, so that one hundred percent confidentiality cannot be guaranteed.

§ 11 Data Privacy

  1. FP processes the data of the Principal in the course of the fulfillment of the order and the Principal consents to this processing within the scope of the data protection notice. FP restricts the processing of the Principal’s data as well as the inspection thereof and their retention period depending on the risk category and to the extent that this can be reconciled with the legally compliant fulfillment of the order.
  2. FP shall endeavor to secure electronic data communication against viruses or sabotage programs in accordance with the latest state of the art. However, one hundred percent protection against viruses or acts of sabotage cannot be guaranteed, even if due care is taken. The Client’s attention is expressly drawn to any residual risk.
  3. In the event of a data leak, FP shall inform the client as soon as possible and shall endeavor to limit any damage as a consequence of the data leak and to reverse it as far as possible. A data leak does not release the Principal from its contractual obligations towards FP, unless there is gross fault or negligence.

§ 12 Final Clauses

  1. Should any provision of these General Terms and Conditions be or become invalid, this shall not affect the remaining provisions. The invalid provision shall be replaced by a provision that comes closest to the will and interest of both parties. The same applies to a gap in the contract.
  2. The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. 
  3. Leipzig is deemed to be the agreed place of jurisdiction. However, FP shall also be entitled to take legal action at the principal’s place of business.

Date: July 2022

This is a translation as a courtesy to our English-speaking customers. In case of doubt, the original document in German shall prevail.

Format:perfekt!