Terms & Conditions
These "General Terms and Conditions" apply exclusively to all transactions between the customer and the Super Ads ltd marketing agency in the United Kingdom, hereinafter referred to as the agency. Conflicting customer terms and conditions are only practical if the agency expressly recognizes them. Agreements that deviate from or supplement these "General Terms and Conditions" must be in writing.
Should individual provisions of these "General Terms and Conditions" be ineffective, this does not affect the binding nature of the remaining provisions and the contracts concluded on their basis. The ineffective provision must be replaced by an effective one that comes closest in meaning and purpose.
Conclusion of contract
The basis of the business relationship is the respective offer, in which all agreed services (scope of services) and the remuneration are recorded. The agency's recommendations are non-binding. The customer is bound to his order two weeks after receipt by the agency. Orders are only deemed to have been accepted once the agency has confirmed the order in writing, unless the agency indicates that it agrees with the order, for example by taking action on the basis of the order.
The agency is entitled to an appropriate fee for participation in presentations, which at least covers the agency's entire personnel and material expenses for the presentation and the costs of all third-party services. If the agency does not receive an order after the presentation, all the agency's services, in particular the presentation documents and their content, remain the property of the agency; the customer is not entitled to continue to use them - in whatever form; the documents are to be returned to the agency immediately upon request. If the presentation leads to an order, the presentation fee is to be credited. Suppose the ideas and concepts for the solution of communication tasks brought forward during a presentation to the customer are not used for this customer. In that case, the agency is entitled to use the presented ideas and concepts elsewhere. The transfer of presentation documents to third parties and their publication, duplication, or other distribution is not permitted without the express consent of the agency.
Obligation to secrecy
The agency, its employees, and the third parties involved maintaining secrecy about all matters that become known to them in connection with their work for the customer. This confidentiality applies both to the customer and to his business relationships. Only the customer, but not his vicarious agents, can release the agency from this confidentiality obligation in writing. This obligation also applies after the termination of the contract.
Proprietary Rights and Copyright Protection
All services provided by the agency (such as suggestions, ideas, concepts, sketches, preliminary drafts, scribbles, layouts, final artwork, negatives, slides, data files, specific measures, etc.), including individual parts thereof, remain the property of the agency. By paying the fee, the customer only acquires the right to use (including duplication) for the agreed purpose and to the agreed extent. Unless otherwise agreed with the agency, the customer may only use the agency's services himself, exclusively in the United Kingdom, and only for the contractually agreed duration.
Changes to the agency's services by the customer are only permitted with the express consent of the agency and, insofar as the services are protected by copyright - the author. The agency's consent is required for the use of agency services that go beyond the initially agreed purpose and scope, regardless of whether this service is protected by copyright. The agency and the author are entitled to separate, reasonable remuneration for this; In principle, the fee stipulated in the agreement is appropriate, but at least 10% of the price paid by the customer to the third party commissioned with the production, distribution, or publication.
The agency is entitled to refer to the agency and possibly to the author on all information media and in all measures, without the customer being entitled to a fee for this.
All services and measures proposed or to be carried out by the agency must be checked by the customer and approved in writing within two days. If they are not released in good time, they are deemed to have been approved by the customer.
Suppose the services and measures to be carried out are brought to the agency during meetings, discussions or telephone calls. In that case, the benefits are approved by the customer based on the agency's meeting minutes. In particular, the customer will have the legal admissibility of these services checked, especially the admissibility under competition and trademark law (see also point 12 liability). The agency will only initiate an external legal review if the customer requests it in writing; The associated costs must be borne by the customer.
The agency endeavors to meet the agreed deadlines. However, failure to meet deadlines only entitles the customer to assert his statutory rights if he has granted the agency a grace period of at least 14 days. This period begins with the receipt of a reminder letter from the agency. An obligation to pay damages from the title of delay only exists in the event of intent or gross negligence on the part of the agency. In any case, unavoidable or unforeseeable circumstances - in particular delays by third parties commissioned by the agency - release the agency from adhering to the agreed delivery date. The agency reserves the right to demand express surcharges if this means that other projects cannot be processed in the initially planned period.
The agency will carry out the work assigned to it in compliance with generally recognized legal principles. It will inform the customer in good time of any significant risks that can be identified. The customer is expressly responsible for compliance with the statutory provisions, particularly those relating to competition law, for services and measures proposed by the agency. In particular, the customer will only release a service or measure offered by the agency if he has assured himself of the harmlessness under competition law (law on trademarks) or if he is willing to bear the risk associated with the implementation himself. Any liability of the agency for claims that are made against the customer due to proposed services and measures of the agency,
If claims are made against the agency for carrying out a service or measure proposed by the agency, the customer shall indemnify and hold the agency harmless. The customer must therefore compensate the agency for all financial and other disadvantages, including immaterial damage, which the agency incurs from claims by a third party.