TERMS AND CONDITIONS

TERMS AND CONDITIONS

TERMS AND CONDITIONS — Status: March 2021.
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1.) Subject Matter and Scope of Application
a) The following general terms and conditions (GTC) apply to all legal transactions of OBSESSION GmbH, hereinafter referred to as "OBSESSION", with its contractual partners, hereinafter referred to as the "Client", particularly for services in the areas of events, promotions, and incentives as well as storage & logistics.
b) The detailed description of the services to be provided results from the tender documents, briefings, project contracts, their attachments and/or service descriptions in OBSESSION's quotation.
c) All agreements made between the agency and the client for the purpose of executing an order must be made in writing. Changes, additions and collateral agreements must be in writing to be valid.
d) These GTC are an essential part of every contract concluded, unless otherwise agreed individually. They also apply to future business relationships with the client, without the need for explicit re-inclusion.
e) Deviating terms and conditions of the client as well as changes and additions to these GTC are only valid if acknowledged in writing by OBSESSION. The acceptance of OBSESSION's services is in any case deemed acceptance of these general terms and conditions.
f) OBSESSION is entitled to amend these terms and conditions at any time with reasonable notice and, after prior notice, to discontinue the agency or service in whole or in part.

2.) Presentation
a) If no order is placed after a presentation, all services remain the property of OBSESSION, especially the presentation documents and the designs, works, ideas etc. contained therein. The client is not entitled to use, edit, or use this material in any form as a basis for producing their own material. If no contract is awarded, all presentation documents in the client's possession must be returned to OBSESSION immediately.
b) If no contract is awarded, OBSESSION remains free to use the presented ideas, works, designs etc. for other projects and clients.
c) Passing on presentation materials and offers to third parties, as well as their publication, reproduction, distribution or other use by the client or its agents, obliges the client to pay a fee equal to the relevant service. This fee is based on the agency’s offer or, if not available, on standard market rates.

3.) Formation of a Contract
a) A contract for a service from OBSESSION is concluded upon the client’s countersignature of the quotation or written acceptance of an "offer" / "quotation" / "(rough) estimate". In exceptional cases, acceptance may also occur through verbal confirmation or implied conduct during correspondence.
b) Approval of the offer is deemed acceptance under § 144 BGB (German Civil Code).
c) OBSESSION may make the conclusion of the contract dependent on the submission of a written commitment or an advance payment. OBSESSION is free to accept the contract.
d) The offer prices are only valid for the contract in its entirety. Invoices will include the applicable statutory VAT, which will be shown separately.

4.) Scope of Services
a) Both parties are obliged to inform each other immediately about possible changes to the contractual basis (e.g., scope of services).
b) Services not included in the offer that are provided additionally at the client's request or additional expenses due to incorrect client information or errors not caused by OBSESSION, or by third parties not acting as agents of OBSESSION, will be charged separately based on OBSESSION’s current rates.
c) OBSESSION is entitled to refuse services that violate laws or moral standards.

5.) Contract Duration and Termination
a) The contract starts on the date specified in the main / basic contract and is valid for the agreed period. Both parties have the right to terminate the contract either with notice or without notice for good cause, according to the provisions of the main / basic contract.
b) If the client terminates the contract without good cause, OBSESSION is entitled to the agreed remuneration for services already rendered, either fully or partially. OBSESSION is also entitled to claim damages for non-fulfillment of the contract by the client, in accordance with the cancellation fees defined in section 8 e). OBSESSION reserves the right to claim higher damages upon proof.
c) If execution of the originally commissioned order becomes impossible for reasons beyond the control of both parties, OBSESSION retains the right to payment of the fees already due for services rendered.

6.) Execution and Organization
a) A prerequisite for the organization and execution of an order is generally a concept approved by the client, a detailed and agreed service description, a cost calculation and a legally valid contract.
b) All contracts necessary for the execution of this agreement will be concluded in the name and on behalf of the client. OBSESSION is hereby authorized by the client to conclude all contracts necessary or at least appropriate for the execution and fulfillment of the agreement. OBSESSION is authorized to give instructions to suppliers commissioned by the client for the event, in the interest and name of the client.

7.) Warranty
a) The client is obliged to inspect OBSESSION’s service upon acceptance and to report any defects. Obvious defects must be reported immediately, hidden defects within 7 days after receipt / event date.
b) If the client requests remedy, OBSESSION has the right to choose whether to correct the defect or provide a suitable replacement.
c) If subsequent performance or repair is impossible due to time constraints (e.g., end of the event), the client is only entitled to a reduction.
d) If the client fails to fulfill their contractual obligations properly, OBSESSION has the right to postpone defect remedy until after the client's obligations have been fulfilled.

8.) Payment Terms
a) OBSESSION is entitled to invoice each service individually. Unless otherwise agreed, invoice amounts are due upon receipt. OBSESSION is also entitled to request advance payments to cover expenses and issue a final invoice after project completion.
b) The agreed remuneration applies. Payments are due within 14 days of invoicing unless otherwise contractually agreed. In case of late payment, OBSESSION is entitled to default interest of 10% above the base rate in accordance with § 1 of the Discount Rate Transition Act, without further reminder. OBSESSION reserves the right to claim further damages.
c) Set-off and assignment: The client may only offset undisputed or legally established counterclaims. Rights arising from this contractual relationship may only be transferred with prior consent from the other party.
d) In the event of changes or cancellations of orders, work etc. by the client and/or if the conditions for service provision change, all resulting costs shall be borne by the client, and OBSESSION shall be indemnified from any liabilities towards third parties.
e) Cancellation fees in case of client withdrawal:
– Up to 6 months before the start of the project: 10%
– From 6 to 3 months before: 25%
– From 3 months to 4 weeks before: 50%
– From 4 weeks to 2 weeks before: 80%
– Less than 2 weeks before: 100%
f) All prices in offers and contracts are exclusive of statutory VAT.
g) Any granted discounts become void in the event of payment default.

9.) Property Rights
a) Pursuant to § 28 BDSG, OBSESSION points out that data necessary for business processing is processed and stored using a data processing system in accordance with § 33 BDSG. Personal data is treated confidentially.
b) All documents provided during the course of an order and all agency documents are subject to German data protection laws. Both parties commit to confidentiality for the duration of the contract.
c) OBSESSION is obliged to retain provided documents for the duration of the respective project. The client is asked to provide only duplicates or to create a copy before sending originals.
d) OBSESSION is entitled to make recordings (image or sound of any kind) of respective projects and use them for documentation, archiving, editorial purposes, and its own PR measures.
e) The OBSESSION word-image logo is the property of OBSESSION and protected by copyright. Its use is reserved exclusively for OBSESSION.

10.) Liability and Limitations of Liability
a) OBSESSION is only liable for damage to persons or property caused by OBSESSION employees or agents if the damage was caused intentionally or through gross negligence. OBSESSION’s liability is limited to the agency fee resulting from the respective contract. The agency is not liable for consequential damages unless arising from the breach of essential contractual obligations.
b) Liability limitations according to the Product Liability Act remain unaffected.
c) If offers are created based on information or documents provided by the client or third parties commissioned by the client, OBSESSION is not liable for the correctness or suitability of such documents unless their deficiencies were not recognized due to gross negligence or intent.

11.) Final Provisions
a) Place of performance and jurisdiction for all disputes arising from the contract is the registered office of OBSESSION, provided the client is a registered trader or legal entity.
b) German law shall govern the contractual relationship.
c) If any provision of these terms is invalid or void, the validity of the remaining provisions shall not be affected. Instead, a valid provision that comes closest to the intended purpose shall apply. The same applies in case of any gaps in these terms.

Frankfurt am Main, January 2021
OBSESSION GmbH