General terms and conditions of AdRightly

1.	General
1.1	The following terms and conditions apply to legal transactions and services of AdRightly (hereinafter referred to as "AdRightly") with its clients. Conflicting terms and conditions or terms and conditions of the client will not be recognized unless AdRightly has agreed to their validity in writing.
1.2	These terms and conditions in the current version also apply to all future business transactions with the client, even if their validity is not separately pointed out again.
2.	Scope of services / processing of orders / obligations of the client
2.1	The scope of the services results from the product / service description in the written offer from AdRightly. Additional and / or subsequent changes to the product / service descriptions require written confirmation by AdRightly.
2.2	The client must immediately object to the content of the meeting minutes transmitted by if he does not want the content presented to apply against him.
2.3	is entitled to provide partial services as far as these are reasonable for the client.
2.4	Without a separate agreement, AdRightly is not obliged to provide intermediate results, drafts, layouts, source files, etc. belonging to the contractual service.
2.5	Without a separate agreement, the patent, model, copyright and trademark protection or registrability of the ideas, suggestions, proposals, concepts, drafts and other services provided within the framework of the contract is not owed.
2.6	The client bears the risk of the admissibility of the services of under competition and / or property law. AdRightly does not check the services from a legal point of view. Competitive, advertising, branding or other legal reviews are only the responsibility of if this has been expressly agreed in writing. In this case, the client bears the additional costs incurred, e.g. B. by engaging a law firm. AdRightly is not liable for the registration of the drafts and services under trademark law.
3.	Contribution services of the client
3.1	The client supports AdRightly in the fulfillment of its contractually owed services. This includes, in particular, the timely provision of information, materials, data, including all access data as well as hardware and software, insofar as this is required by the customer's cooperation. When placing the order, the client names a technically competent person who is authorized to make decisions as the contact person for the contractor.
3.2	This provides the contractor with the documents and information required to carry out his work.
3.3	Content to be provided by the client must be made available in a common, immediately usable digital format. The individual requirements are defined in the service description of the offer. If it is necessary to convert the content provided by the client into another format, the client will assume the costs incurred for this according to the usual hourly rates of AdRightly.
3.4	If the client recognizes that his own information, requirements or content is incorrect, incomplete, ambiguous or impracticable, he must inform of this and the consequences that are recognizable to him immediately.
3.5	Contributions by the client that are owed in the context of the contract are not remunerated or offset against the remuneration agreed with AdRightly , unless something else is expressly agreed.
4.	Placing orders with third parties
4.1	is entitled to carry out the assigned work itself or to commission third parties to do so.
4.2	is entitled, but not obliged, to place orders for the production of advertising material and / or the acquisition of photos, images or graphics from third parties in the name and for the account of the client, unless the client expressly declares otherwise when placing the order. AdRightly is entitled to accept customary terms and conditions at the expense of the client. The client hereby grants a corresponding power of attorney.
4.3	is not liable for the services of third parties, which in accordance with the above item 4.2. have been commissioned on behalf of the customer or which has only mediated. This applies in particular to the services of photographers, models, printers, shipping service providers and other so-called letter shop services. Such services are basically only mediated by AdRightly. The contract is concluded directly with the respective third party and the customer. In these cases, the customer must contact the respective third party who provided the services directly.
5.	Delivery, delivery times
5.1	Delivery / manufacturing deadlines and delivery / manufacturing dates are only binding if AdRightly confirms the liability in writing. In any case, they only apply if the client has duly fulfilled any obligations to cooperate (e.g. procurement of documents, releases, provision of information, access data, images, films and other content required to fulfill the contract, creation of service catalogs / specifications). The delivery / production period is extended in the event of unforeseen obstacles that are beyond the control of AdRightly , provided that such obstacles can be shown to have a significant influence on the delivery of the delivery item. The delivery period is extended according to the duration of such measures and obstacles.
5.2	Templates and drafts made available by AdRightly are only binding in terms of color, image, line or tone design if their corresponding implementation option has been confirmed in writing by AdRightly .
5.3	If AdRightly defaults on its services, it must first be granted a reasonable grace period. If the grace period expires without result, the client can withdraw from the contract. Compensation for damage caused by delay can only be requested up to the amount of the order value.
6.	Changes in performance
6.1	If the client wishes a change to the contractually determined scope of services, he shall notify AdRightly of this in writing. AdRightly will examine the client's change request and its effects on the existing agreement. The examination is to be paid for at the usual hourly rate of AdRightly.
6.2	AdRightly informs the client of the result of the test. AdRightly will either submit a detailed proposal for the implementation of the change request or explain why the change request cannot be implemented. If the change is feasible, the contracting parties will coordinate the content of the proposal for the implementation of the change request. If an agreement is reached, the contract will be amended to that extent. If no agreement can be reached, the original scope of services remains.
6.3	Agreed dates will be postponed, if and to the extent that they are affected by the change procedure, taking into account the duration of the examination, the vote on the change proposal and, if applicable, the change requests to be carried out plus an appropriate lead-in period. will notify the client of the new dates.
7.	Acceptance of work
7.1	If AdRightly provides work, the client is obliged to accept the services immediately.
7.2	If the client does not explicitly accept the services from AdRightly, these shall be deemed accepted 14 days after delivery.
7.3	Upon request by AdRightly, the client is also obliged to approve drafts and interim results, provided that these can be judged in a meaningful way.
7.4	Change requests after approval represent a change in service (see point 6).
8.	Usage rights
8.1	grants the client all rights of use required for use to the extent that this has been agreed for the order upon settlement of all invoices relating to the order. In case of doubt, AdRightly fulfills this obligation by granting non-exclusive rights of use in the territory of the Federal Republic of Germany for the duration of the use of the advertising material and / or the design or programming. Any use going beyond this, in particular editing and changes, requires the prior written consent of AdRightly . is not obliged to give this consent.
8.2	Unless otherwise agreed, rights of use to work that have not yet been fully paid for at the end of the contract remain with AdRightly.
8.3	If photos, images or graphics from third parties are acquired for the fulfillment of the contract (e.g. via picture agencies), the acquisition of the related rights takes place via AdRightly in the absence of any other agreement. The license fees incurred for this will be passed on to the customer.
8.4	The transfer of the rights of use from the client to third parties requires the prior written consent of AdRightly.
8.5	The above regulations also apply to any, even partial, use of the work and services (presentations) presented or handed over by with the aim of concluding a contract, regardless of whether they are protected by copyright or not. This also applies to the use in a modified or edited form and to the use of the ideas on which the work and services of are based, provided that these have not been reflected in the customer's previous advertising material. Rights of use are only acquired here if a separate contract for use is concluded. The acceptance of a presentation fee does not yet constitute consent to the use of the work and services of AdRightly.
8.6	Templates, files and other work equipment (in particular negatives, models, original illustrations, etc.) that AdRightly creates or has created in order to provide the service owed under the contract remain the property of AdRightly. There is no obligation to surrender. AdRightly is not obliged to store them.
8.7	has the right to use all works that have been produced for the client in the context of self-promotion in all media. If the order includes the production of advertising material, AdRightly is to be provided with an appropriate amount of the advertising material free of charge for these purposes. AdRightly is entitled to name the client as a reference.
9.	Prices, terms of payment, default in payment
9.1	bills monthly. Invoices are issued at the end of each month. The term of payment is 14 days after receipt of the invoice by the customer. The monthly billing is based on the workload on an hourly basis and on the basis of an included activity record (Excel file). A final invoice is issued at the end of the respective order. AdRightly is also entitled to invoice partial services.
9.2	All prices are exclusive of the applicable statutory sales tax.
9.3	The agreed prices do not include packaging, freight, postage, insurance or other shipping costs. These costs will be billed to the client. Contributions to social security for artists, fees for collecting societies (e.g. GEMA), customs duties, or other taxes or fees, including those that arise subsequently, will also be passed on to the client.
9.4	If no remuneration has been agreed between the parties, the client must pay the usual remuneration rates of AdRightly for this service.
9.5	In the case of advertising, the currently valid list prices of the advertising medium on the day of publication are binding.
9.6	For each direct debit that has not been redeemed or returned, the client has to reimburse AdRightly for the costs incurred in full. AdRightly can demand a flat fee of EUR 2.50 without a statement of damage / expense. If the customer has issued a direct debit authorization, he undertakes to notify AdRightly immediately of any change in his bank details.
9.7	Objections to pay slips from must be raised within two weeks of receipt of the invoice. This does not affect the due date of the invoice. Failure to raise objections in time is considered approval.
9.8	The client can only offset claims from AdRightly with undisputed or legally established claims.
9.9	If the client is in arrears with the payment of an invoice, AdRightly is entitled to suspend further work, even if it is a different order, until payment has been made in full.
9.10	Suggestions by the client or his other cooperation have no influence on the amount of the remuneration.
10.	Guarantee
10.1	For AdRightly there is freedom of design within the scope of the order. Warranty claims with regard to the artistic design only exist if has not observed the recognized rules of the subject.
10.2	Insofar as AdRightly provides services on the basis of the client's requirements and specifications (functional specification and / or description of services), the client must check himself that the requirements meet his wishes and needs. AdRightly is not obliged to check the requirements included in a functional specification or a service description with regard to the intended use.
10.3	The warranty obligation of is limited to the repair of a defect within a reasonable period. The client reserves the right to request a reduction in payment or cancellation of the contract in the event of failure of the subsequent improvement.
10.4	The right to claim damages based on provisions other than warranty law remains unaffected.
10.5	The limitation period for claims for defects is 1 year.
10.6	The contracts concluded between the parties can be properly terminated with a notice period of 6 weeks to the end of the quarter, unless otherwise agreed in the order. Notice of termination must be given in writing.
11.	Liability
11.1	is fully liable in accordance with the statutory provisions in the event of willful intent and gross negligence, as well as for damage resulting from injury to life, limb or health due to the mandatory provisions of the Product Liability Act, as well as for the infringement of third party copyrights through the services used in accordance with the contract.
11.2	In the event of a culpable breach of essential contractual obligations, AdRightly is limited in amount to the typically foreseeable damage. This is limited to the respective order value, in the case of continuing obligations to the remuneration to be paid in the respective calendar year. If the order value in individual cases does not correspond to the typically foreseeable damage, the liability of AdRightly is limited to the amount covered by the business liability insurance of AdRightly .
11.3	There is no further liability on the part of AdRightly. In particular, is not liable for damage to third parties, loss of profit or loss of data.
11.4	The above limitation of liability applies accordingly to the legal representatives as well as employees and vicarious agents of AdRightly.
12.	Fremdinhalte
12.1	is not responsible for materials and content, in particular images and graphics, provided by the client. AdRightly is not obliged to check the materials and content for possible legal violations. In particular, is not liable for any image or film material provided.
12.2	In the event that claims are made against AdRightly on the basis of the materials and content, images, graphics or film material provided by the client, the client indemnifies and indemnifies AdRightly .
13.	Retention of title
	All physical services delivered remain the property (reserved goods) of AdRightly until all monetary claims of AdRightly from its business relationship with the client have been met in full, even if payments have been made for the specific service.
14.	Confidentiality
14.1	The contracting parties agree to confidentiality about the content and conditions of this contract and about the knowledge gained during its execution.
14.2	AdRightly ensures that only those employees who are involved in the respective project have access to confidential information. The confidential documents made available to AdRightly by the client will be destroyed by AdRightly after completion of the order (according to DIN 32757-1 security level 3 - on request and at an additional cost also security level 4 or 5) or returned to the client on request. Evaluation data and calculations will be deleted no later than 6 months after the end of the project.
14.3	The client uses an offer received from only for its own purposes. All rights are reserved by AdRightly . The offer or parts of the offer may not be copied, reproduced or processed, duplicated or distributed using electronic systems without the prior written consent of AdRightly.
14.4	Confidentiality also applies beyond the termination of the contractual relationship.
14.5	Upon request, the documents handed over must be surrendered after the contractual relationship has ended, unless the other contracting party asserts a legitimate interest in these documents.
15.	Data protection
15.1	The client's attention is drawn to the fact that AdRightly stores the personal data required to process the usage relationship on data carriers. The client expressly consents to the collection, processing and use of his personal data.
15.2	The client agrees that personal data (inventory data) and other information relating to his usage behavior (connection data), such as B. the time, the number and duration of the connections, access passwords, uploads and downloads, are stored by AdRightly for the duration of the contract, insofar as this is necessary to fulfill the purpose of the contract. With the collection and storage, the client declares his consent. AdRightly also processes and uses the collected inventory data to advise its clients, for self-promotion and for market research for its own purposes and to tailor its services to requirements. The client can object to such use of his data. will not pass this data on to third parties without their consent.
16.	Referenznennung
	is entitled to use the client as a reference including a logo display on the website.
17.	Final provisions
17.1	Should a provision be or become void, the validity of the other provisions remains unaffected. In addition, the parties undertake to replace the void provision with an effective provision that comes as close as possible to the economic meaning of the ineffective one.
17.2	The place of performance and place of jurisdiction for all claims and legal disputes arising from the contractual relationship is the headquarters of if the customer is a merchant or a legal entity under public law.
17.3	German law applies exclusively, even if the customer is based abroad.