Terms and Conditions
Deliveries, services and products offered by M.I.L.K. The AGENTUR FÜR MODERNE KOMMUNIKATION GMBH (hereinafter M.I.L.K.) acts solely on the basis of these Terms and Conditions, including where not otherwise expressly agreed. These T&Cs shall also apply to all future orders, offers, deliveries and services provided by M.I.L.K. within the scope of the on-going business relationship – including where not explicitly stated. Terms of Business of the contractual partner that deviate from the conditions below will not be recognised. Furthermore, these deviating Terms of Business do not become part of the contract if M.I.L.K. does not expressly refute them. Agreements between the contractual parties that deviate from these T&Cs must be made in writing.
Quotes provided by M.I.L.K. are non-binding.
The offsetting of M.I.L.K.’s claims is excluded, unless these are undisputed or 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. is entitled to issue partial invoices for individual items from issued quotations upon their completion. The contractual partner is obligated to pay these before M.I.L.K. has fulfilled its contractual obligation in full.
Usage rights and copyrights / Transfer of rights
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.
Passing on copyright-protected usage rights to third parties requires the written permission of M.I.L.K. and is unlawful without this consent. Any changes or modifications to the content produced by M.I.L.K. requires the prior permission of M.I.L.K.
Layouts, drafts, etc. provided by M.I.L.K. are solely for illustrative purposes and must not be used or realised by the contractual partner for other purposes.
M.I.L.K. is not under any obligation to provide the contractual partner with the raw data files of the content that has been created.
Obligations of the contractual partner
The contractual partner is obligated to co-operate 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 responds to questions relating to this without delay. Without this co-operation, M.I.L.K. is not in a position to fulfil the contractual partner’s order correctly and as a result has the right to withdraw from the contract if the contractual partner does not comply with the obligation to co-operate for more than 10 working days despite two requests to do so.
The Agency shall treat as strictly confidential all business transactions that come to its knowledge, in particular, but not exclusively, print documents, layouts, storyboards, numerical material, drawings, tapes, images, videos, interactive products and such other documents that contain copyrighted materials of the Client or its affiliated companies. The Agency undertakes to impose this confidentiality obligation on all employees and/or third parties (e.g. suppliers, graphic artists, printers, etc.) who have access to the aforementioned business transactions. The duty of confidentiality shall apply indefinitely beyond the duration of this contract.
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 essential contractual obligations in the event of gross negligence or intent. This does not include claims in the event of damage to life, body or health. Compensation for any indirect damages is excluded.
M.I.L.K. shall only assume the clarification of third party rights (e.g. according to design, trademark, patent or copyright law, etc.) with regard to contents transferred to the contractual partner if the contractual partner is presented with a corresponding certificate from M.I.L.K. for this purpose. In particular, M.I.L.K. shall not protect the contractual partner from third-party claims in this context.
The contractual partner declares that with regard to objects, templates, images or image components handed over to M.I.L.K. for the creation of content or models brought along by the contractual partner, the contractual partner has assumed the clarification of all relevant rights for M.I.L.K. and will indemnify M.I.L.K. in this respect from claims by third parties due to the contractual use.
Acceptance / Notification of defects
The contractual partner must notify of defects in writing and these must be received by M.I.L.K. within two weeks of the contents being handed over. Once this period has elapsed, the transferred contents are considered accepted according to contract and free from defects. Insofar as the two-week notice period is inappropriately short for the case in question, an appropriate notice period will apply in its place.
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.