AGB

General terms and conditions

Deliveries, services and offers of M.I.L.K. AGENTUR FÜR MODERNE KOMMUNIKATION GMBH (hereinafter referred to as M.I.L.K.) shall be based exclusively on these Terms and Conditions, even if not expressly agreed again. These GTC shall also apply to all future orders, offers, deliveries and services of M.I.L.K. within the framework of the ongoing business relationship – even without express inclusion. Terms and conditions of the contractual partner that deviate from the following terms and conditions shall not be recognized. Such deviating terms and conditions shall not become part of the contract even if M.I.L.K. does not expressly object to them again. Deviating agreements between the contracting parties must be made in writing to be effective.

Payment modalities

Cost estimates from M.I.L.K. are subject to change.

Offsetting against claims of M.I.L.K. is excluded unless these are undisputed or have been legally established. A right of retention of the contractual partner which is not based on the same contractual relationship is excluded.

M.I.L.K. shall be entitled to issue partial invoices for individual items from prepared offers after their completion, which the contractual partner shall be obliged to pay before the entire fulfillment of M.I.L.K.’s contractual obligation.

Rights of use and copyrights / Transfer

Unless otherwise agreed, the contractual partner acquires the simple usage rights for the contractually specified purpose and scope for the commissioned content. The transfer of usage rights exceeding this requires an additional special agreement.

Unless otherwise agreed, the contractual partner acquires the usage rights with the restriction that the content provided can only be used within the Federal Republic of Germany.

The contractual partner acquires the usage rights to be transferred upon full payment of the remuneration agreed within the contract.

The transfer of copyrighted rights of use to third parties requires the written consent of M.I.L.K. and is illegal without it. Any modification or redesign of the content created by M.I.L.K. requires the prior consent of M.I.L.K..

Layouts, drafts, etc. sent by M.I.L.K. are for illustrative purposes only and may not be used or exploited by the contractual partner for any other purpose.

M.I.L.K. is generally not obliged to hand over created content in raw data format to the contractual partner.

Duties of the contracting party

The contractual partner shall be obliged to cooperate to the extent that it participates in the design of the content to be created by M.I.L.K. within the scope of what is customary and answers inquiries in this regard without delay. Without this cooperation, M.I.L.K. shall not be in a position to execute the contractual partner’s order properly and shall therefore be entitled to withdraw from the contract if the contractual partner fails to comply with the obligation to cooperate for more than 10 working days despite being requested to do so twice.

Confidentiality

The Agency will hold in strict confidence all business transactions coming to its knowledge, including, but not limited to, print materials, layouts, storyboards, figures, drawings, tapes, images, videos, interactive products, and such other documents containing copyrighted materials of the Client or its affiliates. The Agency undertakes to impose the obligation of secrecy on all employees and/or third parties (e.g. suppliers, graphic designers, printers, etc.) who have access to the aforementioned business transactions. The obligation to maintain secrecy shall apply indefinitely beyond the term of this Agreement.

Liability

M.I.L.K. and its vicarious agents or legal representatives shall only be liable to the contractual partner for the breach of obligations which are not material contractual obligations in the event of gross negligence or intent. Excluded from this are claims for injury to life, limb or health. Compensation for any indirect damage is excluded.

M.I.L.K. shall only assume the clarification of third-party rights (e.g. under design, trademark, patent or copyright law, etc.) in relation to content provided to the contractual partner if the contractual partner is presented with a corresponding certificate from M.I.L.K.. In particular, M.I.L.K. shall not indemnify the contractual partner against third-party claims in this context.

The contractual partner declares that, with regard to objects, templates, images or image components provided to M.I.L.K. for the creation of content or models brought in by the contractual partner, the contractual partner has assumed responsibility for clarifying all relevant rights for M.I.L.K. and shall indemnify M.I.L.K. in this respect against claims by third parties due to use in accordance with the contract.

Acceptance / notice of defects

Notifications of defects by the contractual partner must be made in writing and must be received by M.I.L.K. no later than two weeks after the content to be created has been handed over. After expiry of this period, the content provided shall be deemed to have been accepted in accordance with the contract and free of defects. If the two-week period is unreasonably short in individual cases, a reasonable period shall apply instead.

Final provisions

German law applies, including for services provided abroad. Ancillary agreements to the contract or to these T&Cs must be made in writing. Should one of more provisions in these T&Cs be or become void or inexecutable, the efficacy of the rest of this agreement is not affected. The parties are obligated to replace the invalid provision with a valid provision that is as close as possible to the intended legal and economic purpose of the original inoperative provision. Frankfurt am Main is the legal venue and place of fulfilment.