GENERAL TERMS AND CONDITIONS (GTC)

The following terms and conditions apply to legal transactions and services of TABESINC CONSULTING (hereinafter referred to as Tabesinc) with its clients. Contradictory terms and conditions or divergent conditions of the client are not recognized unless Tabesinc has expressly agreed to their validity in writing. These terms and conditions also apply in their current version to all future transactions with the client, even if their validity is not expressly pointed out again.

As of: January 1, 2024

1. SCOPE OF SERVICES / EXECUTION OF ORDERS / CLIENT’S OBLIGATIONS

The scope of services results from the product/service description in the written offer from Tabesinc. Additional and/or subsequent changes to the product/service descriptions require written confirmation by Tabesinc.

The client must immediately object to the content of meeting protocols transmitted by Tabesinc if they do not wish to accept the content presented. Tabesinc is entitled to partial services as far as these are reasonable for the client. Without a separate agreement, Tabesinc is not obliged to hand over interim results, drafts, layouts, source files, etc., belonging to the contractual service.

Without a separate agreement, the patent, design, copyright, and trademark protectability or registration of ideas, suggestions, proposals, concepts, drafts, and other services provided under the contract are not owed. The client bears the risk of the competition and/or legal admissibility of Tabesinc’s services.

Tabesinc does not examine the services in legal terms. Competition, advertising, trademark, or other legal checks are only Tabesinc’s responsibility if expressly agreed upon in writing. In this case, the client bears the additional costs incurred, e.g., by engaging a law firm. Tabesinc is not liable for the trademark registration capability of the designs and services.

1. CLIENT’S COOPERATION SERVICES

The client supports Tabesinc in fulfilling its contractual obligations. This includes, in particular, the timely provision of information, materials, data, including all access data, as well as hardware and software, to the extent that the client’s cooperation services require this.

With the placement of the order, the client names a professionally competent and authorized person as the contact person for the contractor. This person provides the contractor with the documents and information required to carry out their work. Contents to be provided by the client must be provided in a common, immediately usable digital format.

The specific requirements are defined in the service description of the offer. If conversion of the content provided by the client into another format is necessary, the client bears the costs incurred for this according to Tabesinc’s standard hourly rates.

If the client realizes that their own information, requirements, or content are incorrect, incomplete, ambiguous, or unworkable, they must immediately inform Tabesinc of this and the foreseeable consequences. Cooperation services owed by the client under the contract are not remunerated or credited towards the remuneration agreed with Tabesinc unless expressly agreed otherwise.

1. ASSIGNMENT TO THIRD PARTIES

Tabesinc is entitled to carry out the assigned work itself or to commission third parties to do so. Tabesinc is entitled but not obligated to place orders for the production of advertising materials and/or the acquisition of photos, images, or graphics from third parties on behalf and for the account of the client, if the client has not expressly stated otherwise when placing the order.

Tabesinc is entitled to accept industry-standard terms and conditions to the detriment of the client. The client hereby grants corresponding authorization. Tabesinc is not liable for services of third parties that were commissioned in the name of the customer or that Tabesinc has only mediated.

This applies in particular to the services of photographers, models, printing companies, shipping service providers, and other so-called letter shop services. Such services are fundamentally only mediated by Tabesinc. The contract is concluded directly between the respective third party and the customer. In these cases, the customer must contact the respective third party who provided the services.

1. DELIVERY, DELIVERY DEADLINES

Delivery/manufacturing deadlines and delivery/manufacturing dates are only binding if Tabesinc has confirmed their binding nature in writing. They apply in any case only if the client has fulfilled any cooperation obligations (e.g., procurement of documents, approvals, provision of information, access data, images, films, and other content required for contract fulfillment) properly.

The delivery/manufacturing deadline is extended in the event of unforeseen obstacles outside the control of Tabesinc, insofar as such obstacles demonstrably have a significant impact on the delivery of the delivery item. The delivery deadline is extended accordingly by the duration of such measures and obstacles.

Tabesinc will promptly inform the client of the beginning and end of such obstacles. Templates and designs provided by Tabesinc are only binding in terms of color, image, line, or sound design when their corresponding feasibility has been confirmed in writing by Tabesinc. If Tabesinc is in default with its services, the client must first grant a reasonable grace period. After fruitless expiry of the grace period, the client can withdraw from the contract. Compensation for default damages can only be demanded up to the amount of the order value.

1. CHANGES TO SERVICES

If the client wishes to change the contractually defined scope of services, they shall inform Tabesinc of this in writing. Tabesinc will examine the client’s request for changes and its effects on the existing agreement.

The examination will be remunerated at Tabesinc’s standard hourly rate. Tabesinc will inform the client of the result of the examination. Tabesinc will either submit a detailed proposal for implementing the change request or explain why the change request is not feasible. If the change is feasible, the contracting parties will agree on the content of the proposal for implementing the change request.

If an agreement is reached, the contract will be amended accordingly. If no agreement is reached, the original scope of services remains in place. Agreed-upon deadlines 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 coordination of the change proposal, and any changes to be carried out, plus a reasonable lead time. Tabesinc will inform the client of the new deadlines.

1. ACCEPTANCE OF WORKS

If Tabesinc provides works, the client is obligated to accept the services without delay. If the client does not expressly accept Tabesinc’s services, they are deemed accepted 14 days after handover. Upon request by Tabesinc, the client is obligated to release drafts and interim results, provided they can be sensibly evaluated on their own. Change requests after approval constitute a change in services (cf. section 6).

1. USAGE RIGHTS

Tabesinc grants the client all necessary usage rights for use, with compensation for all invoices related to the order, to the extent agreed upon for the order. If in doubt, Tabesinc fulfills this obligation by granting non-exclusive usage rights limited to the territory of the Federal Republic of Germany for the duration of the use of the advertising material and/or design or programming. Any further use, in particular editing and alteration, requires prior written consent from Tabesinc.

Tabesinc is not obliged to grant this consent. Usage rights to works that have not been fully paid for upon termination of the contract remain with Tabesinc, subject to other agreements made. If third-party photos, images, or graphics are used, the client must obtain the necessary rights from the authors or rights holders. This also applies if these are photographs or images of their own employees or if they are taken by third parties commissioned by Tabesinc.

The client indemnifies Tabesinc from all claims of third parties due to the infringement of their rights.

1. PRICES, TERMS OF PAYMENT, DEFAULT IN PAYMENT

Tabesinc invoices monthly. Invoicing takes place at the end of each month. The payment deadline is 7 days after receipt of the invoice by the customer. Monthly billing is either based on actual hours worked and documented with a provided activity report (Excel file) or based on an agreed flat fee. At the end of each respective task, a final invoice is issued. Tabesinc is also entitled to invoice partial services.

All prices are exclusive of the respective applicable statutory value-added tax.

In addition to the agreed remuneration, Tabesinc is entitled to reimbursement of expenses and costs necessary for the provision of services, especially travel and accommodation expenses, as well as expenses, to the extent that these have been approved by the client in principle. The consultant invoices these together with the services provided or separately in a timely manner. Travel expenses are calculated either based on the actual costs incurred for first-class train travel or economy class flights up to a maximum of 4 hours flight time (including baggage/meal), or for car travel at a net rate of 0.50 euros per kilometer, unless otherwise agreed. The basis is the fastest route according to the commercially available route planner used by Tabesinc. Within a radius of 10km, no travel costs are incurred. The starting point for arrival/departure is Tabesinc’s address, unless otherwise agreed.

The agreed prices do not include packaging, freight, postage, insurance, or other shipping costs. These costs will be invoiced to the client. Contributions to the Artists’ Social Security Fund, fees for collecting societies (e.g., GEMA), customs duties, or other charges or fees incurred, including subsequently, will also be passed on to the client.

If no remuneration has been agreed between the parties, the client must pay Tabesinc the customary remuneration rates for these services.

For advertising placements, the valid list prices of the advertising media on the publication date apply.

For each unpaid or returned direct debit, the client must reimburse Tabesinc for the costs incurred in full. Tabesinc can demand a flat fee of EUR 2.50 without providing evidence of damages/expenses. If the client has granted a direct debit authorization, they are obliged to inform Tabesinc immediately of any changes to their bank details.

Objections to Tabesinc’s fee statements must be raised within two weeks of receiving the invoice. This does not affect the due date of the invoice. Failure to object in a timely manner constitutes approval.

The client may only set off claims by Tabesinc with undisputed or legally established claims.

If the client is in default of payment of an invoice, Tabesinc is entitled to suspend further work, even if it concerns another order, until full payment is received.

Suggestions from the client or their other cooperation do not affect the amount of the remuneration.

1. WARRANTY

Tabesinc has creative freedom within the scope of the order. Warranty claims regarding artistic design exist only if Tabesinc has not adhered to recognized professional standards.

If Tabesinc provides services based on specifications and requirements (specification sheet and/or service description) provided by the client, the client themselves must ensure that the requirements meet their wishes and needs. Tabesinc is not obligated to check the requirements specified in a specification sheet or service description for their suitability.

Tabesinc’s warranty obligation is limited to rectifying a defect within a reasonable period. If rectification fails, the client reserves the right to demand a reduction in remuneration or rescission of the contract.

The right to claim damages under provisions other than warranty remains unaffected.

The limitation period for warranty claims is 1 year.

Contracts concluded between the parties can be terminated with a notice period of 6 weeks to the end of the quarter, unless otherwise agreed in the order. Terminations must be made in writing.

1. LIABILITY

Tabesinc is fully liable in accordance with legal regulations in cases of intent and gross negligence, as well as for damages resulting from injury to life, body, or health, based on the mandatory provisions of product liability law, as well as for the infringement of third-party copyrights by the services used in accordance with the contract.

In the event of culpable breach of material contractual obligations, Tabesinc’s liability is limited to the typically foreseeable damage in terms of amount. This is limited to the respective order value, for continuous obligations to be paid in the respective calendar year. If the order value does not correspond to the typically foreseeable damage in individual cases, Tabesinc’s liability is limited to the coverage amount of Tabesinc’s business liability insurance.

Tabesinc’s liability does not extend further. Tabesinc is not liable in particular for damages to third parties, loss of profit, or data loss.

The above limitation of liability also applies mutatis mutandis to the legal representatives as well as employees and agents of Tabesinc.

1. THIRD-PARTY CONTENT

Tabesinc is not responsible for materials and content, especially images and graphics, provided by the client. Tabesinc is not obliged to check the materials and content for possible legal violations. Tabesinc is especially not liable for provided image or film material.

In the event that Tabesinc is held liable due to materials and content provided by the client, images, graphics, or film material, the client indemnifies Tabesinc from any claims and lawsuits.

1. RETENTION OF TITLE

All delivered physical services remain the property (reserved goods) of Tabesinc until all monetary claims of Tabesinc from its business relationship with the client have been fully satisfied, even if payments have been made for the specific service.

1. CONFIDENTIALITY

The contracting parties agree to confidentiality regarding the content and conditions of this contract and the insights gained during its execution.

Tabesinc ensures that only those employees who are involved in the respective project have access to confidential information made available by the client. Confidential documents made accessible to Tabesinc by the client will be destroyed by Tabesinc after completion of the order (in accordance with DIN 32757-1 Security Level 3 – upon request and for an additional fee also Security Level 4 or 5) or returned to the client upon request. Evaluation data and calculations will be deleted no later than 6 months after the end of the project.

The client may use an offer received from Tabesinc only for their own purposes. All rights to it are reserved by Tabesinc. The offer or parts of the offer may not be reproduced, duplicated, or distributed using electronic systems without prior written consent from Tabesinc.

Confidentiality also applies beyond the termination of the contractual relationship. Upon request, the respective documents provided must be returned after termination of the contractual relationship, unless the other party has a legitimate interest in these documents.

1. DATA PROTECTION

The client is informed that the personal data required for the execution of the contractual relationship will be stored by Tabesinc on data carriers. The client expressly consents to the collection, processing, and use of his personal data. The client agrees that personal data (master data) and other information relating to his usage behavior (connection data), such as the timing, number, and duration of connections, access passwords, uploads, and downloads, will be stored by Tabesinc for the duration of the contract, to the extent necessary to fulfill the purpose of the contract. By collecting and storing the data, the client declares his consent. Tabesinc also processes and uses the collected master data for advising its clients, for self-promotion, and for market research for its own purposes and for the needs-based design of its services. The client can object to such use of his data. Tabesinc will not disclose this data to third parties without his consent. This only applies to the extent that the data is already publicly accessible or Tabesinc is legally obliged to disclose such data to third parties, in particular law enforcement authorities, or to the extent that internationally recognized technical standards provide for this and the client does not object.

1. REFERENCE

Tabesinc is entitled to use the client as a reference including logo placement on the website.

1. FINAL PROVISIONS

If a provision is or becomes invalid, the validity of the remaining provisions shall not be affected. Furthermore, the parties undertake to replace the invalid provision with an effective provision that comes closest to the economic sense of the invalid provision. The place of performance and jurisdiction for all claims and disputes arising from the contractual relationship is the registered office of Tabesinc if the customer is a merchant or a legal entity under public law. German law shall apply exclusively, even if the customer’s registered office is abroad.

Please send your questions regarding the terms and conditions to: [email protected]