The General Terms and Conditions (GTC)
of the communications agency GOOS COMMUNICATION GmbH & Co. KG,Hamburg
1. Subject matter and scope
1.1 The subject of these General Terms and Conditions (GTC) are contributions and/or works by GOOS COMMUNICATION GmbH & Co. KG in the fields of marketing and communication, press and public relations, media planning and placement, media evaluation and events. The respective type of services and productions in detail are determined by the contract concluded by GOOS COMMUNICATION GmbH & Co. KG, the offer/proposal, the implementation proposals and individual orders.
1.2 Unless otherwise agreed in writing, these General Terms and Conditions of Business shall form part of every written or oral contract concluded. All verbal or telephone agreements of any kind - also with representatives or employees of GOOS COMMUNICATION GmbH & Co. KG - shall be deemed to be non-binding preliminary discussions until they are accepted by GOOS COMMUNICATION GmbH & Co. KG has confirmed them in writing. Deviating terms and conditions of the client, as well as changes and amendments to these terms and conditions shall only be valid if they have been confirmed in writing by GOOS COMMUNICATION GmbH & Co. KG.
1.3. GOOS COMMUNICATION GmbH & Co. KG is entitled to amend these General Terms and Conditions at any time or to adapt them if a statutory provision changes. The client shall be notified of any change to the GTC in good time. If this amendment is not objected to within one month of receipt, it shall be deemed to be approvedby the business partner.
2. Offer and conclusion of contract
2.1 All offers from GOOS COMMUNICATION GmbH & Co. KG are not binding. GOOS COMMUNICATION GmbH & Co. KG shall ad hereto a submitted offer for four weeks.
2.2 The subject matter of the orders is the agreed service, consultancy or advertising of any kind specified in the contract. It does not include the achievement of a specific economic result.
2.3 A cooperation between GOOS COMMUNICATION GmbH & Co. KG and the contractual partner shall only come into existence when GOOS COMMUNICATION GmbH & Co. KG signals the acceptance of the order by means of a written confirmation. Excluded from this are situations in which GOOS COMMUNICATION GmbH & Co. KG indicates by direct action on the basis of the order that GOOS COMMUNICATION GmbH & Co. KG accepts the order. GOOS COMMUNICATION GmbH & Co. KG reserves the right to refuse orders. Order confirmations from GOOS COMMUNICATION GmbH & Co. KG shall replace an order of the contractual partner if no written objection is received within three days.
2.4 A media order in the sense of these GTC is a contract for the placement of one or more advertising media in information or communication services, the Internet and in printed form for the purpose of distribution. Only the GTC and the current price list or the respective offer of GOOS COMMUNICATION GmbH & Co. KG, which form an essential part of the contract. All information provided in price lists, brochures, product descriptions and offers are always subject to change and lose their validity with the publication of new price lists or the submission of newoffers. In the case of orders for advertising placements which refer to online media and other media, the General Terms and Conditions of Business apply accordingly for the medium concerned.
3.1 All products sold by GOOS COMMUNICATION GmbH & Co. KG shall be set out in detail in a separate agreement between the client and GOOS COMMUNICATION GmbH & Co. KG, or they shall result from the placing of the order. GOOS COMMUNICATION GmbH & Co. KG provides the services according to the wishes and specifications of the contractual partner. Due to the fidelity bond towards the contractual partner, GOOS COMMUNICATION GmbH & Co. KG undertakes to provide objective advice geared to the respective objective. If necessary, this advice also includes the selection of third parties for the fulfilment of the contract. Unless the contractual partner has expressly reserved the right to have a say, the selection of third parties shall be carried out by GOOS COMMUNICATION GmbH & Co. KG, taking into account the principle of a well thought-out relationship between economic efficiency and optimum success in the interest of the contractual partner.
3.2 Fulfilment and delivery dates shall only be binding if they have been confirmed by GOOS COMMUNICATION GmbH & Co. KG in writing as binding. The contractual fulfilment of the services requires the timely and proper fulfilment of the obligations of the contractual partner. GOOS COMMUNICATION GmbH & Co. KG shall endeavour to meet the agreed deadlines. Non-compliance with deadlines shall only entitle the contractual partner to assert the rights to which it is legally entitled when it has informed GOOS COMMUNICATION GmbH & Co. KG a reasonable period of grace. Unavoidable or unforeseeable events - in particular natural disasters and force majeure, such as strikes or war events, and delays on the part of contractors of GOOS COMMUNICATION GmbH & Co. KG - release GOOS COMMUNICATION GmbH & Co. KG in any case from adherence to the agreed delivery date.
3.3 For the proper performance of services by GOOS COMMUNICATION GmbH & Co. KG it is necessary that the contractual partner cooperates to the necessary extent. The contractual partner shall be obliged, upon request of GOOS COMMUNICATION GmbH & Co. KG to procure all information necessary for the fulfilment of the order to a reasonableextent. The contractual partner of GOOS COMMUNICATION GmbH & Co. KG must provide the necessary data in a timely manner andbasically indigital form.
3.4The Client shall be responsible for thetimely delivery of the Advertising Media texts, faultless artworkor returned proofs by the respective acceptance deadline at the latest.Ifdefects inthe templates that arenot immediately apparentbecome apparent, warranty claims ofany kind for inadequate presentation shall beforfeited.GOOS COMMUNICATION GmbH & Co. KGonly guarantees the technicallyperfect reproduction of theadvertisement inaccordance with the usualprint quality within the scope of the possibilities provided by the printing material, the paper quality usedor the technicalpossibilities. Costs incurred by GOOS COMMUNICATION GmbH & Co. KG for changes to the advertising material requested by the client or for which the client is responsible shall be borne by theclient.
3.5 Provided that GOOS COMMUNICATION GmbH & Co. KGprovides the contractual partner with drafts and/or test versions,specifying a reasonable period of time for checking their correctness andcompleteness, the drafts and/or test versions shall bedeemed to have been approved uponexpiry of this period. Exceptions: GOOS COMMUNICATION GmbH & Co. KGshall receive a request for correction before the expiry of the deadline; thecontractual partner shall recognisesignificant errorswithin a period of time required for the careful examination, but at the latest after five working days,and shall only grant acceptance after these errors have been corrected; thecontractual partnershallrefuse acceptance,stating any defectsindetail.
3.6 All claims made by the contractual partner against GOOS COMMUNICATION GmbH & Co. KGmustbeauthorised to signwithregard tothe release of budgets, cost estimates, texts and other coordination processes.Theclientmustinform GOOS COMMUNICATION GmbH & Co. KG in writing in good time of anyrestrictions on the authority to sign.
3.7 Unless otherwise agreed, GOOS COMMUNICATION GmbH & Co. KG may makeuse ofexpertsubcontractors for theexecution of the order.
4. Conditions for using the press and media services of the PR agency
4.1 The order-related creation, processing and transmission of press releases by e-mail, post or fax is the contractual basis of GOOS COMMUNICATION GmbH & Co. KG. Furthermore, journalistic services and products of third parties are also offered.
4.2 The contractual partner is solely responsible for the information disseminated. The contractual partner shall deliver its material free of any third party rights and shall inform GOOS COMMUNICATION GmbH & Co. KG from claims of third parties. GOOS COMMUNICATION GmbH & Co. KG shall be liable for any damage resulting from the distribution of press information. GOOS COMMUNICATION GmbH & Co. KG shall also not be liable for other possible disadvantages. GOOS COMMUNICATION GmbH & Co. KG has no influence whatsoever on the checking, editing and publication of the distributed texts by the recipient. GOOS COMMUNICATION GmbH & Co. KG therefore assumes no guarantee for publication by the informed editorial offices .
4.3 In principle, GOOS COMMUNICATION GmbH & Co. KG endeavours to create and distribute the texts as quickly as possible. As a rule, the texts received are processed and sent out within a short time. GOOS COMMUNICATION GmbH & Co. KG does not accept any liability for time delays, especially if these are caused by technical or server-related failures. These are beyond the control of GOOS COMMUNICATION GmbH & Co. KG. Once a communication has been sent, there is no longer any claim for repayment. Liability is also excluded in the following cases: delays due to the impossibility of performance for technical reasons; processing of the material by the recipient; in the case of downstreamservices such as the necessary post-processing of the submitted texts by GOOS COMMUNICATION GmbH & Co. KG. GOOS COMMUNICATION GmbH & Co. KG cannot send texts if there are important reasons for this. For example, if the transmissions violate laws or official regulations, ethics, morals and order, if their publication is unreasonable or if texts are sent which do not correspond in their character to a press release, a press date or event information. GOOS COMMUNICATION GmbH & Co. KG will not pass on to the media any statements by political extremists, individuals or other organisations that reject the free democratic basic order. Furthermore, GOOS COMMUNICATION GmbH & Co. KG reserves the right to refuse to send out advertising texts without information content. In these cases, there is no claim to the distribution of the delivered texts. GOOS COMMUNICATION GmbH & Co. KG is entitled to correct and shorten texts, especially spelling, grammar and content.
4.4 All addresses of the media are used exclusively for shipping by GOOS COMMUNICATION GmbH & Co. KG. They are neither for sale nor publicly accessible, not even for the contractual partners. Any distribution, transfer, publication, use or similar of these address data by the contractual partner, which is not permitted by GOOS COMMUNICATIONGmbH &Co. KG is expressly excluded. The contractual partner shall be liable for all consequences resulting from the violation of this provision. The contractual partner shall provide GOOS COMMUNICATION GmbH & Co. KG from all possible claims of third parties based on a violation of these provisions.
4.5 The basis for invoicing shall be the current cost estimate at the time the order is placed in accordance with the current price list or offer/fee of GOOS COMMUNICATION GmbH & Co. KG. All services are to be rendered immediately upon conclusion of the contract or after order booking. GOOS COMMUNICATION GmbH & Co. KG shall be entitled to provide services immediately after receipt of the order. Unless otherwise requested, the press release will be sent as soon as possible after receipt of the order. The invoice is to be paid immediately after receipt without deductions. A period of ten days shall be deemed to be direct within the meaning of these GTC.
4.6 The term and termination for services and products is generally based on the contractually agreed provisions. These are part of the offers and the associated calculations/cost estimates. Unless otherwise offered and agreed, the client commits himself to GOOS COMMUNICATION GmbH & Co. for at least 12 months when booking a monthly fixed sum of one or more daily rates. The right to terminate the contract for good cause shall remain unaffected. The following shall be deemed good cause: The opening of insolvency proceedings against the assets of the contractual partner or the filing of an application for the opening of insolvency proceedings, as well as the rejection of such an application due to lack of assets; the violation of essential provisions or conditions of these GTC; the default of the customer with the payment owed for a period of more than 30 days.
4.7. GOOS COMMUNICATION GmbH & Co. KG is entitled to collect, store and process personal data of the customers/contractual partners to the extent permitted by law, in accordance with §28 of the Federal Data Protection Act. This also includes forwarding such data as address, telephone number and e-mail address, insofar as this is necessary for the fulfilment of the order. GOOS COMMUNICATION GmbH & Co. KG is permitted to mention its customers under the item references. Beyond the scope described, GOOS COMMUNICATION GmbH & Co. KG does not use personal data beyond the scope described above, unless it is necessary to protect the legitimate interests of a third party or in the interest of public interest and there is no reason to assume that the person concerned has an interest worthy of protection in the omission of the transmission, or GOOS COMMUNICATION GmbH & Co. KG is obliged to exploit or transfer the data due to legal regulations or official orders.
5. Fees, invoicing and payment conditions
5.1 The prices stated in the current price list or in the offer/cost estimate of GOOS COMMUNICATION GmbH & Co. KG, plus the applicable value added tax. Additional services not included in the price list or offers hall be remunerated separately. If GOOS COMMUNICATION GmbH & Co. KG incurs expenses in the course of an execution, these shall be invoiced in accordance with the current price list - upon request also against proof. These expenses include, for example, costs for reproductions/copies, postage, telephone, fax and online fees, courier/transport costs, editing and translations, clipping services, event costs, licence fees, fees for models or freelancers, legal advice, travel costs and travel expenses, documentation costs, insurance.
5.2 For all internal or external services, GOOS COMMUNICATION GmbH & Co. KG shall prepare a cost estimate for the respective service to be rendered prior to commencement of work. This must be approved by the contractual partner. The cost estimate shall contain at least all individual services to be rendered, as well as any external services and expenses to be expected. Cost estimates and calculations are not binding unless they have been expressly assured in writing. If it is foreseeable that the preliminary calculation or cost estimate will be exceeded by more than 10 percent, GOOS COMMUNICATION GmbH & Co. KG shall notify the contractual partner of this immediately after becoming aware of the increase in price, unless the client has caused this circumstance himself. External and additional costs shall be remunerated separately against proof, unless expressly agreed otherwise. In the event of asignificant change in the contractual obligations of GOOS COMMUNICATION GmbH & Co. KG for the purpose of adaptation to the customer's interests, GOOS COMMUNICATION GmbH & Co. KG may invoice the contractual partner for the necessary additional expenditure. This shall also apply to a comprehensive examination whether and under which conditions the modification or extension is feasible, provided that GOOS COMMUNICATION GmbH & Co. KG has pointed out the necessity of this examination.
5.3 We reserve the right to change the currently valid price list for companies. In the event of a price increase, the client shall have the right to withdraw from the contract for any services provided by GOOS COMMUNICATION GmbH & Co. KG for orders confirmed by GOOS COMMUNICATION GmbH & Co. KG. The right of withdrawal must be exercised within 14 days of receipt of the notification of the price increase. Discounts are determined by the price list valid at the time.
5.4 Unless otherwise agreed, the fee claim of GOOS COMMUNICATION GmbH & Co. KG for each individual service shall commence as soon as the service has been provided. The invoice shall be sent to the customer by e-mail (PDF file) or by post and shall be payable without deductions immediately after the invoice is issued. A period of 10 days shall be deemed to be direct within the meaning of these GTC. Monthly fees are to be paid monthly in advance in the case of long-term contracts and are due upon invoicing. Other remunerations are due upon provision of the service and are invoiced to the contractual partner.
5.5 For projects GOOS COMMUNICATION GmbH & Co. KG may invoice 50 percent of the bid amount when the order is placed. The remaining 50 percent shall be due upon completion of the services. If applicable, the contractual partner agrees that GOOS COMMUNICATION GmbH & Co. KG may initially set off payments against older debts. If costs of legal action have already been incurred, such as reminder costs or similar, GOOS COMMUNICATION GmbH & Co. KG may first set off payments made by the customer against these costs, then against the interest and finally against the main performance. Here too, the oldest debt shall be repaid first.
5.6 If the contractual partner changes orders, work or extensive planning ahead of schedule or even cancels them, it must inform GOOS COMMUNICATION GmbH & Co. KG for all costs incurred and shall reimburse GOOS COMMUNICATION GmbH & Co. KG from all liabilities to third parties. The assertion of further claims shall remain unaffected.
5.7 GOOS COMMUNICATION GmbH & Co. KG may demand default interest of 8 percent above the respective base rate of the European Central Bankfrom merchants in the event of default of payment. The assertion of a proven higher damage shall remain unaffected. The interest on arrears shall accrue even without a reminder if the payment period is exceeded. If the contractual partner fails to meet its payment obligations, GOOS COMMUNICATION GmbH & Co. KG may terminate the contractual relationship without notice. Even after termination of the contract, all obligations arising from pending transactions under the contract shall remain in force until all pending transactions have been settled, the final invoice has been issued and all payment obligations have been fulfilled.
6. Copyrights, rights of use and references
6.1 All rights to the preliminary work, such as drafts and concepts, as well as to the other workresults, in particular copyright and ownership rights, shall remain with GOOS COMMUNICATION GmbH & Co. KG, unless the copyrights have been expressly transferred in writing. For the duration of the contract, the contractual partner shall acquire the rights of use and ownership of the work results upon full payment to all third parties authorised by GOOS COMMUNICATION GmbH & Co. KG within the scope of this contract, the contractual partner shall acquire the right to use the work produced by GOOSCOMMUNICATION GmbH & Co. KG. Unless otherwise agreed, only the simple, time-limited right of use is transferred in each case. For the transfer of the rights of use to third parties, a separate fee agreement must be made in advance.
6.2 The client shall transfer to GOOS COMMUNICATION GmbH & Co. KG for the data and materials transmitted to the Agency all copyright usage rights, ancillary copyrights and other rights required for use, in particular the right to duplicate, distribute, transmit, broadcast, extract from a database and retrieve, in terms of time and content, to the extent necessary for the execution of the order. The afore mentioned rights shall be transferred in all cases without limitation as to location and shall entitle the customer to place advertisements using all known technical processes and all known forms of print and online media.
6.3 The client guarantees that he owns allrights to the data and materials transmitted which are necessary for the execution of the order. Furthermore, he shall provide GOOS COMMUNICATION GmbH & Co. KG from all claims of third parties arising from the infringement of third party claims or statutory provisions during the execution of the order. GOOS COMMUNICATION GmbH & Co. KG shall also be released from the costs of any necessary legal defence. The client is obliged to indemnify GOOS COMMUNICATION GmbH & Co. KG in good faith with all necessary information and documents in the legal defence against third parties.
6.4 If third parties are called in to fulfil the contract, GOOS COMMUNICATION GmbH & Co. KG shall acquire the necessary rights of use if possible and shall grant the set of the contractual partner to the same extent. However, the contractual partner shall not have a general claim to this. If the contractual partner uses or distributes the contents provided to him within the framework of the fulfilment of the contract, a separate agreement must be made regarding the necessary rights of use. The contractual partner shall be responsible for ensuring that the content made available by him - regardless of whether it is text, images, logos or similar - is free of third-party rights that exclude or restrict use in accordance with the contract. The contractual partner shall provide GOOS COMMUNICATION GmbH & Co. KG from all third-party claims.
6.5 If the contractual partner of GOOS COMMUNICATION GmbH & Co. KG to use the work designed by GOOS COMMUNICATION GmbH & Co. KG in whole or in part beyond the originally agreed purpose or scope, or to exploit it abroad, this shall require a separate fee agreement to be made in advance. The same shall apply if the contractual partner of GOOS COMMUNICATION GmbH & Co. KG wants to continue to use work designed by GOOS COMMUNICATION GmbH & Co. KG after the end of the cooperation, unless all rights of use have already been settled. All text drafts and final artwork are subject to copyright law. The statutory provisions shall also apply if the level of creativity required under §2 UrhG (Copyright Act) is not reached. The draft texts, strategy papers, concepts and final artwork may not be reproduced without the express consent of GOOS COMMUNICATION GmbH & Co. KG, neither in the original nor in a reproduction. Any imitation - even of parts - is not permitted.
6.6 Suggestions of the contracting party or its other cooperation have no influence on the amount of the remuneration. They also do not establish a co-author's right. GOOS COMMUNICATION GmbH & Co. KG assumes when using the customer's templates that these are not encumbered with third-party rights and that the customer has the right of use required for the order.
6.7 All mailing lists are the property of GOOS COMMUNICATION GmbH & Co. KG. They are not passed on to third parties. Only the table of contents of the individual mailing lists shall be made available to the contractual partner on request. All services, including individual parts thereof, remain the property of GOOS COMMUNICATION GmbH & Co. KG.
6.8. GOOS COMMUNICATION GmbH & Co. KG reserves the right to use services provided, such as drafts and objects, even if these are based on customer templates, for presentation purposes. This also applies to publication on the website of GOOS COMMUNICATION GmbH & Co. KG. Furthermore, GOOS COMMUNICATION GmbH & Co. KG may include the customer's website in a reference list for advertising purposes and set up appropriate links. GOOSCOMMUNICATION GmbH & Co. KG is furthermore entitled to refer to the author on all advertising material and in all advertising measures without the customer being entitled to any claim for remuneration.
7. Warranty and liability
7.1. GOOS COMMUNICATION GmbH & Co. KG shall guarantee the contractual partner that the agreed services will be carried out properly. The timely execution of the contractual services can be guaranteed by GOOS COMMUNICATION GmbH & Co. KG only to the extent that these are own services of GOOS COMMUNICATION GmbH & Co. KG, and their fulfilment does not depend on the cooperation of third parties (authors, printers, journalists, media, organisers etc.).
7.2 All claims for damages on the part of the customer, regardless of their legal basis, are excluded. Furthermore, GOOS COMMUNICATION GmbH & Co. KG for indirect damage, consequential damage or loss of profit. GOOS COMMUNICATIONGmbH & Co. KG shall not be liable for damages which could not be expected to arise under the contract. A typical unforeseeable damages are not covered by the liability.
The afore mentioned exclusions of liability do not apply:
- In the event of intent or negligence on the part of GOOS COMMUNICATION GmbH & Co. KG,
- in cases of personal injury, i.e. injury to life, body and health,
- in the case of damage caused by the absence of a warranted characteristic,
- in the event of a breach of material contractual obligations, in which case liability shall be limited to the foreseeable damage up to the amount of the order value excluding statutory value-added tax.
7.3. GOOS COMMUNICATION GmbH & Co. KG guarantees the best possible reproduction of the advertising material in accordance with the usual technical standard within the framework of foreseeable requirements. If the reproduction quality of the advertising materialis insufficient, the client shall be entitled to a perfect replacement advertisement. However, only to the extent that the purpose of the advertising material has been impaired. If the replacement advertising fails or is unreasonable, the client has the right to a reduction in payment or cancellation of the order. If any defects in the advertising material are not obvious, the client has no claims in the event of insufficient publication. The same applies to errors inrepeated advertising placements if the client does not point out this error before the publication of the next advertising placement.
7.4 If the execution of an order fails for reasons which GOOS COMMUNICATION GmbH & Co. KG is not responsible for, in particular due to computer failure, software-related or other technical reasons, force majeure, strikes, legal regulations, disruptions from the area of responsibility of third parties (e.g. providers, printers, publishers), network operators, service providers or for comparable reasons, the execution of the order shall be carried out as far as possible. In the event of reworking within a reasonable period of time, which is reasonable for the client, after elimination of the disruption, the claim for remuneration of GOOS COMMUNICATION GmbH & Co. KG shall continue to exist.
7.5 The content of an advertisement, PR text or other documents released by the client is the sole responsibility of the client. In the case of orders and changes placed by telephone, GOOS COMMUNICATION GmbH & Co. KG shall not be liable for the accuracy of the reproduction. For GOOS COMMUNICATION GmbH & Co. KG for processing the customer's documents provided to GOOSCOMMUNICATION GmbH & Co. KG assumes no liability. GOOS COMMUNICATION GmbH & Co. KG is prevented from providing legal information by the German law on legal advice. The legal protection of the client can only be provided by persons who are authorised to provide legal information in accordance with the Legal Advice Act. Samples and examples from GOOS COMMUNICATION GmbH & Co. KG are therefore only of a recommendatory nature without assurance of legal admissibility. The client shall hold GOOS COMMUNICATIONGmbH & Co. KG from all possible claims of third parties, in particular from copyright and competition law infringements. He shall bear the costs of any counter-statement caused by his advertisement in accordance with the applicable rates and statutory provisions.
7.6 It does not belong to the scope of duties of GOOS COMMUNICATION GmbH & Co. KG to examine legal issues, in particular in the field of copyright, competition and trademark law. GOOS COMMUNICATION GmbH & Co. KG is therefore not liable for the legal admissibility of the content and/or design of the work results. If GOOS COMMUNICATION GmbH & Co. KG is held liable by third parties for omission or damages or similar claims based on the design and/or content of the work results, the client shall indemnify GOOS COMMUNICATION GmbH & Co. KG from liability. GOOS COMMUNICATION GmbH & Co. KG shall be liable for the fact that within the framework of the execution of the contract information about the client is only passed onto the authorised extent and with authorised contents.
7.7 The dispatch of documents or the created advertising media is at the risk of the customer. This shall also apply if the dispatch is made within the same location or by employees or vehicles of GOOS COMMUNICATION GmbH & Co. KG. GOOS COMMUNICATION GmbH & Co. KG is entitled but not obliged to insure deliveries in the name and on account of the client.
7.8 In case of data loss, the responsibility is limited to the typical recovery effort. This is measured according to the damage that would have occurred if reasonable security measures had been taken, e.g. the creation of shear copies.
7.9. GOOS COMMUNICATION GmbH & Co. KG shall be entitled to destroy non-requested documents after 12 months after the end of the order. GOOS COMMUNICATION GmbH & Co. KG shall be liable for any loss. GOOS COMMUNICATION GmbH & KG shall only be liable in case of gross negligence.
7.10. The contracting parties agree that GOOS COMMUNICATION GmbH & Co. KG does not assume any guarantee for the content, type and scope of the reaction in the public (media, opinion leaders, readers or participants). Furthermore, public relations measures or services only extend to the scope of the contractual services. GOOS COMMUNICATION GmbH & Co. KG does not guarantee the achievement of a certain economic success.
7.11. GOOS COMMUNICATION GmbH & Co. KG endeavours to ensure constant availability of the online services of third parties. For planned maintenance work and all failures beyond the control of GOOS COMMUNICATION GmbH & Co. KG (network operator, provider computeretc.) GOOS COMMUNICATION GmbH & Co. KG is not liable.
8.1 Cancellations of orders must always be made in writing; cancellation by e-mail is permissible. Revocation and cancellation shall also be deemed to be notice of termination for standing orders.
8.2 An order may be cancelled in the case of invoicing based on fixed prices forsub-project sections at the end of the sub-project sections shown in the project plan, unless otherwise agreed. The right to extraordinary termination shall remain unaffected.
9. Right of retention
9.1 Until the claims of GOOS COMMUNICATION GmbH & Co. KG, GOOS COMMUNICATIONGmbH & Co. KG has a right of retention. Goods delivered and services rendered shall remain the property of GOOS COMMUNICATION GmbH & Co. KG until the amount due has been paid in full.
9.2 After completion of the work of GOOS COMMUNICATION GmbH & Co. KG and after settlement of the claims arising from the contract, all documents shall be surrendered on request, which GOOS COMMUNICATION GmbH & Co. KG on the occasion of the execution of the order. This shall not apply to correspondence between the parties and to simple transcriptions or back-up copies of photographs, graphics, layouts, reports, organisation charts, drafts and drawings and the like, provided the client has received the originals.
9.3 The obligation of GOOS COMMUNICATION GmbH & Co. KG shall expire 6 months after receipt of the written request for collection, irrespective of this, 1 year after termination of the contractual relationship.
10. Secrecy, duty of discretion and data protection
10.1 The contracting parties undertake to keep secret all information of the other contracting party and its representatives, as well as the companies associated with them or in a business relationship, which they become aware of during the cooperation. The parties are responsible for ensuring that a corresponding confidentiality obligationis agreed with their employees and with the companies commissioned by them and is contractually agreed. This obligation to maintain secrecy applies both during the term of the contract and beyond the term of the contract.
10.2 The contractual partners are obliged to process personal data only within the framework of the relevant data protection regulations, in particular in compliance with the security measures to be taken and organisational security measures. They oblige all employees assigned by you to carry out the data processing to comply with this regulation.
11. Applicable law and place of performance
For these General Terms and Conditions and the entire legal relationship between the contractual partner and GOOS COMMUNICATION GmbH & Co. KG shall be governed by German law. German law shall also apply in cross-border transactions to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Hamburg is agreed as the place of performance for all mutual services arising from the contract. Hamburg shall be the place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. GOOS COMMUNICATION GmbH & Co. KG shall also be entitled to bring an action at the domicile of the contractual partner. This clause 11 expressly does not apply to consumers as defined by law.
12. Severability clause
Hamburg, 29 January 2010