Agency

VISIONARY. UNCONVENTIONAL. TREND-SETTING.

NicoleWeber Communications is a full service PR agency. As a lifestyle and brand specialist, we have created poignant messages, new experiential worlds and a strong presence on all channels for our clients since 1996. Our team consists of 30 editorial and marketing experts, plus a wide international network of art directors, journalists and event professionals.

Offices

Philosophy

CREATIVE. EMOTIVE. DIGITAL.

PR no longer means merely placing relevant topics in authentic environments. The internet has changed things dramatically, simple one-way communication no longer works. Today blogs and social networks allow consumers to comment and evaluate topics and brands, significantly shaping the brand image in the process. Stories with the power not just to state facts, but to respond to public resonance, are the future. Experiences are becoming more important than simple messages. It’s our mission to successfully develop these for our clients.

EXPERTISE

STRATEGIC. INDIVIDUAL. SUCCESSFUL.

Whether you require individual measures or comprehensive PR concepts, we offer highly professional 360° solutions, ranging from the initial analysis to consistent implementation. We offer:

  • strategic advice on everything concerning Public Relations
  • development of individual PR strategies and concepts as well as their implementation
  • concept development, planning and realisation of individual PR measures
  • brand development and product PR
  • online PR/social media
  • conventional press work and media placements
  • concept development and realisation of media events
  • product placements and cooperations
  • media planning
  • qualitative and quantitative PR evaluation

Industries

PEOPLE. BRANDS. LIFESTYLES.

Lifestyle products are interchangeable by nature. Only the story behind a product or a brand makes it truly unique. This requires a deep understanding of a brand and its target groups, creative strategies and involving, emotionally filled messages. We have been able to offer this precious knowhow to clients from the most diverse industries with great success.

  • Fashion
  • Beauty
  • Jewellery
  • Art/Culture
  • Consumer Tech
  • E-Commerce
  • organizations
  • Food and Beverage
  • Tourism
  • Automotive
  • Sports
  • Healthy Living

References

HEADLINES. TRENDS. CASES.

  • artemis
  • asos
  • bidi-badu
  • birkenstock
  • cadillac
  • cartier
  • Coca Cola light
  • diadermine
  • douglas
  • eres
  • Fa
  • fabletics
  • ginatricot
  • Hendricks
  • henkel
  • hummel
  • Land´s End
  • lumas
  • MAC
  • mexx
  • mirapodo
  • Motel 6
  • olympus
  • olympus
  • pringle of scotland
  • refinery
  • schwarzkopf
  • Syoss
  • Telekom
  • yogaeasy
  • zippo
  • zoeva

CONTACT

Site Notice

NICOLE WEBER communications GmbH
Public Relations Agency
Management: Nicole Weber
Im Zeisehof
Friedensallee 11
22765 Hamburg

Images: fotolia.com
Theme: Lightflow - Designed by Jaheravy

Fon: (0 40) 41 49 48-0
Fax: (0 40) 41 49 48-30/-40/-50
Mail: info@nicoleweber.de

Commercial registry No.: HRB 111256
Registry court: district court Hamburg
VAT ID number in accordance with section 27a of German VAT legislation: DE 267396827

Disclaimer: Despite careful monitoring of all content we accept no liability for the content provided in external links. The sole responsibility for the content of such websites lies with their respective owners or operators.

STC

STC for purchase of goods and services: April 2017

DOWNLOAD: AGB Einkauf NWC april 2017-E

NICOLE WEBER COMMUNICATIONS GMBH - STANDARD TERMS OF CONTRACT (STC) FOR PURCHASE OF GOODS AND SERVICES

I. DEFINITIONS, APPLICABILITY, ISSUE OF ORDERS 

1. These Standard Terms of Contract apply to all orders issued by Nicole Weber Communications GmbH. The terms “order” and “contractor” shall be interpreted in accordance with commercial law. The term “order” describes the contractual relationship irrespective of the type of contract involved. The term “Contractor” describes the person principally responsible for performance of the order. Nicole Weber Communications GmbH is hereinafter referred to as “Agency”. The term “Client” describes persons who have a contractual relationship with the Agency and are the ultimate recipient of the goods and services to be provided by the Contractor.

2. These Standard Terms of Contract apply to all declarations of intent issued and all contracts entered into by the Agency and/or the Client vis-à-vis the Contractor and also to all other legally binding or similar transactions taking place between the aforesaid parties, irrespective of whether the Agency concludes the contract in its own name and for its own account, in its own name for a third party’s account or in the name and for the account of a third party. 

3. Any terms and conditions stipulated by the Contractor but conflicting with these Standard Terms of Contract shall not be applicable. Unless otherwise expressly confirmed by the Agency’s written acceptance, any counterclaims upheld by the Contractor with reference to his own terms of contract shall be null and void and shall in no case constitute an integral part of the contract.

4. Any verbal agreements, order confirmations or amendments or other agreements of any kind whatsoever shall not be valid unless confirmed in writing. 

II. DEADLINES, DELIVERY DATES, PLACE OF PERFORMANCE

1. All agreed deadlines and delivery dates shall be binding. The Contractor must inform the Agency immediately of any circumstances which could result in failure to meet these obligations.

2. The Contractor shall effect delivery of all goods and/or services ordered to the address designated as place of performance at his own expense and risk. 

3. In the event of the Contractor’s failure to meet an agreed delivery date, the Agency shall be entitled to demand payment of a penalty equivalent to 0.1% of the net order value for each working day of delay. Should the delay relate to a clearly definable part delivery, the penalty will be calculated on the value of that part delivery. The maximum penalty payable shall not exceed 5% of the net order value. The Contractor shall be entitled to show proof that the actual loss caused by the delay was less than the penalty or that no loss was involved at all. The Agency reserves the right to press additional claims, in particular to cancellation of contract or compensation, whereby the amount of any already imposed penalty payment relating to the same delivery or part delivery shall be deductible from the compensation thus claimed. The Agency shall be entitled to claim payment of the penalty at any time prior to final settlement, even in cases where it has not expressly reserved this right when accepting performance.

III. ORDER SPECIFICATION

1. The quantitative specification stated in the order shall be binding. No payment will be made for excess quantities, even in cases where these are attributable to technical circumstances. Sketches, outlines, drafts etc., especially those relating to alternative proposals, are included in the order specification and shall not constitute claims to supplementary payments. 

2. The Agency shall be entitled to demand changes in design or execution after conclusion of the contract, subject to the proviso that such changes do not constitute an unreasonable burden for the Contractor. In such cases, the parties shall negotiate appropriate contractual amendments to make allowance for ensuing cost variances and adjustment of delivery dates. In the event of failure to reach agreement, the Agency shall be entitled to take an equitable decision on the matter at its sole discretion, the Contractor being entitled to refer the matter to the competent court.

IV. LIABILTY

1. The Contractor’s liability shall be in accordance with the relevant legal provisions. 

2. The Agency and its vicarious agents shall not be liable for minor acts of negligence except in cases where a substantive breach of contract (Kardinalpflicht as defined in German law) or where loss through delay in or impossibility of performance is involved. The liability of and the compensation payable by the Agency and its vicarious agents resulting from minor negligence involving breach of contract or tortious act or liability for loss incurred through unproductive expenditure shall be limited to amounts which are foreseeable and typical. The foregoing limitations of liability shall not apply in cases involving absence of guaranteed characteristics, fraudulent intent, death, bodily injury, health impairment, defects of title or liability under the German Product Liability Act. 

3. The Contractor shall not be entitled to file claims for compensation of loss resulting from the Agency’s justifiable challenge of printing or transmission errors not caused through his fault.

V. ACCEPTANCE, COMPLAINTS, WARRANTY

1. Deliveries relating to design or production of advertising material must provide a solution to the specified task and, where applicable, conform to models and instructions submitted to the Contractor, and also to the relevant laws and regulations and the latest technical standards. They must possess the technical, artistic and advertising quality of samples presented by the Contractor prior to conclusion of contract. The Contractor is further responsible for informing the Agency of any discernible legal objections to the planned advertising activities.

2. The Agency is under an obligation to perform an acceptance procedure on the results of any individually definable work performed in connection with the contract, (e.g. advertising materials, drafts, sketches), whereby acceptance will be deemed to have taken place in cases where the work is neither formally accepted nor rejected within two weeks of its submission by the Contractor for acceptance, accompanied by his confirmation that the work is ready for acceptance and his request for its acceptance.

3. All complaints must be filed promptly by the Agency within 10 working days of discovery of the relevant defect during the normal course of the Agency’s business. This also applies to obvious defects. Payment for the work thus delivered shall in no way imply waiver of the Agency’s right to file complaints.
4. The Agency is entitled to press all warranty claims stipulated under German law without any exceptions whatsoever.
5. The Agency shall be entitled to stipulate method of remedy of defects in all cases including contracts for work and/or services. Section 439 of the German Civil Code (BGB) shall apply accordingly.
6. All defects must be remedied at first attempt; if not remedied at first attempt, the remedy is deemed to have failed.

7. In the event of the Contractor’s failure to remedy the defect in the goods supplied or the services performed within a reasonable period stipulated by the Agency, the Agency shall be entitled to remedy the defect itself and demand reimbursement of the expenditure thereby incurred, except in cases where the Contractor can show valid grounds for refusing to remedy the defect. The regulations set out in Section 637 of the German Civil Code (BGB) on rights to make alternative arrangements for performance of remedial action in contracts for work and services shall apply accordingly. The period granted to the Contractor for remedy of defects must be calculated in such a way that the Agency is still able, in the event of the Contractor’s failure to remedy the defect, to arrange for performance of the order by another Contractor, thereby enabling the Agency to meet subsequent delivery commitments. 

VI. INVOICE, PRICE, PAYMENT TERMS, RETENTIONS, OFFSET OF OTHER CLAIMS

1. Invoices must be submitted to the Agency immediately on completion of delivery.
2. The agreed price must not be exceeded and includes all charges, costs and fees incurred by the Contractor (e.g. for transport, packing, official charges, social security charges for self-employed creative persons and customs duties).

3. Unless otherwise contractually agreed, no remuneration will be payable for travel, meetings, presentations, negotiations and/or for preparation of offers and projects.
4. Unless otherwise contractually agreed, payment will be effected either less 3% discount within 14 days of receipt of invoice or net without any deductions within 30 days.
5. Any interest payable through the Agency’s failure to meet agreed payment terms shall not exceed a level of 3% above the base rate (Basiszins) applying at the given time.
6. The Contractor shall only be permitted to refuse performance on grounds relating to the same contract. The Contractor is not permitted to offset counterclaims against due claims of the Agency except in cases where such counterclaims can be shown to be undisputed in a written statement issued by the Agency or are res judicata.

VII. SPECIAL PROVISIONS FOR PHOTOGRAPHERS

1. In order to ensure optimal execution of the advertising plans approved by the Client, the Agency is entitled, on the Client’s behalf, to stipulate the persons to be retained for services in connection with photographic motifs, (in particular, models, make-up specialists, stylists and fashion advisers), the requisites to be used, specific technical effects(especially lighting) and the shooting location. The Contractor is responsible for concluding the necessary service, purchase and hire agreements in the name and for the account of the Agency. All such agreements must be based on cost estimates approved by the Agency.

2. The Contractor is further responsible for hiring, renting, purchasing and reserving the personnel and requisites required for the photo shooting in his own name, for his own account and at his own risk.

3. The Contractor shall bear the cost and ancillary expenses incurred for model fees, requisites and miscellaneous expenses in cases where photo shooting is hindered through late or non-appearance of models hired by the Contractor in accordance with Paragraph 2 of this clause or non-availability of requisites, structures, apparatus etc. for which the Contractor is responsible.

VIII. COPYRIGHT, USUFRUCTUARY RIGHTS, ANCILLARY COPYRIGHT

1. The Contractor and the Agency hereby confirm their mutual understanding that the Agency must be in a position to use and exploit the results of the Contractor’s work and services (hereinafter collectively called Work Results), either itself or through third parties (in particular, through its clients), in the broadest conceivable way. To this end the Contractor hereby grants the Agency exclusive, unlimited temporal and geographical rights of exploitation of the contents of his Work Results for all currently known and as yet unknown types of use, and also the right to use images of the model, in accordance with the object of each individual contract. The foregoing use can be for advertising or non-advertising purposes and for first or multiple exploitation. The type of use can include all forms of printed advertising material (advertisements, posters, supplements, catalogues, brochures, packaging materials and any other form of printed advertising material), compilations, films (for projection in cinemas, on TV or through the internet), magnetic tapes (film cassettes, audio and video cassettes), online and offline use from electronic data carriers (databanks, CD-ROM, CD-I, MO drives, DAT, discs, internet, multimedia). Permitted methods of duplication include printing, copying on to film or magnetic tape, machine-readable storage and electronic copying. Permitted methods of dissemination include distribution to the general public, broadcasting, performance, exhibition, (remote) data transmission. Further authorised uses include use of parts of the Work Results (including exploitation of extracts, photo composing, film composing), modification rights, transfer of exclusive usufructuary rights, in whole or in part, to third parties, in particular to Clients. The Agency is entitled to use the Work Results for an indefinite period as an integral part of its own advertising activities on its website and on the CD-ROMs regularly produced by it for self-advertisement purposes, and to submit the Work Results as entries to advertising competitions.

2. When submitting his offer, the Contractor must therefore inform the Agency whether and, if so, which of the usufructuary rights listed in Paragraph 1 of this clause he has transferred to performing rights or copyright collecting societies.

3. The Contractor undertakes to give the Agency prompt notice (in textual form) of any change of the address to which a planned new use of the Work Results should be communicated. 

4. Should transfer of usufructuary rights be excluded under a separate written agreement, notwithstanding the provisions contained in Paragraph 1 of this clause, the Agency shall be entitled to demand their subsequent transfer, in whole or in part, in return for appropriate remuneration. The level of any such remuneration shall be based – as far as possible – on the rates already agreed by the Contractor or on the rates usually applying with copyright collecting societies. In cases where neither of these comparative options is available, the Agency shall be entitled to take an equitable decision on the matter at its sole discretion, the Contractor being entitled to refer the matter to the competent court.

5. The Contractor acknowledges that provisions for enforcement of claims relating to the Agency’s or the Client’s rights to use the Work Results or to determine whether the amount of remuneration for purchase of usufructuary rights decided by the Agency (see Paragraph 4 of this clause) by recourse to the competent courts are fair and adequate and constitutes adequate legal protection of his rights, and consequently waivers his right to claim preliminary legal protection (by temporary injunctions or seizure) in cases where the Agency decides the level of remuneration payable and has actually paid that amount to the Contractor. 

6. Should the Contractor make use of employees and/or subcontractors and/or other third parties for performance of the order, he undertakes to acquire the full range of usufructuary rights listed in Paragraph 1 of this clause owned by all these persons and to transfer these to the Agency. He further undertakes to impose on these persons for the work and services provided by them the same obligations vis-à-vis the Agency as he himself has accepted for his own work and services.

7. The Contractor hereby guarantees that no third-party rights (e.g. personal privacy rights of photographic models) exist, which could hinder or impair transfer of the usufructuary rights to the Work Results provided by him under the contract and/or the agreed use of these Work Results. Should any third party file substantiated claims against the Agency or its Client alleging infringement of rights through use of the Contractor’s Work Results, the Contractor undertakes either to modify those Work Results or to produce new Work Results no longer infringing any third-party rights on or before a date stipulated by the Agency, or to acquire the necessary rights from those third parties at his own expense. In the event of the Contractor’s failure to take the foregoing remedial action on or before the stipulated date, the Agency shall be entitled, at the Contractor’s expense, to make the necessary modifications, either itself or via a third party, or to obtain the necessary approval from the third parties filing the complaint. The Contractor indemnifies the Agency against third-party claims arising from infringement of property rights through his fault. The Contractor shall also bear the cost of legal defence necessitated through his fault.

8. The Contractor must offer the usufructuary rights to be transferred by him not only for unlimited use as stipulated in Paragraph 1 of this clause, but also and in addition for limited use for the type of advertising material for which they were intended at the time of issue of the order. Any other restriction of their use must be explained in a supplementary alternative offer, in which the fee for work and services and the fee for transfer of rights must be shown as separate items. In the event of failure to comply with this requirement, the agreed remuneration shall be deemed to constitute payment in full of both these items.

9. The Contractor undertakes to obtain a signed statement from photographic models confirming their agreement to transfer of usufructuary rights and to submit this to the Agency on or before date of acceptance of the Work Results.

10. The Contractor acknowledges that there is no obligation to name authors within the limits which are customary in the advertising sector.

IX. ACQUISITION OF TITLE TO ILLUSTRATIONS AND REPRODUCTIONS, STORAGE, BACKUP, RIGHT OF RETENTION

1. Through payment of the Contractor’s fee the Agency acquires title to all illustrations and reproductions of printed matter, e.g. copy, photographs, matrices, lithographs, films, tools, electronic files etc., produced or acquired by the Contractor for the purpose of performance of the order. This also includes any sketches, outlines and drafts not handed over to the Agency and all backup copies. As from the date of payment of the fee the Contractor is responsible for safe custody of these items until the date of their handover to the Agency. In cases where subcontractors are involved, the Contractor is responsible for ensuring that this transfer of title to the Agency is clearly stated in the relevant contracts. The Agency undertakes to accept delivery of the foregoing items not later than six months after date of acceptance of work results, if this requested by the Contractor. 

2. The Contractor must create a backup copy of every electronic file relating to the order on a separate data carrier and store this separately from his primary data carrier.

3. Any items received by the Contractor in connection with performance of the order from either the Agency or the Client, must be used solely and exclusively for this purpose. They remain the property of the Agency or the Client respectively. The Contractor is responsible for their safe custody and must return them to their respective owners on first request.

4. The Contractor has no right of retention on items thus coming into his possession.

X. SECRECY

1. The Contractor must treat all documents and information coming into his possession in connection with the order, including the advertising material and other items listed in Clause IX above, and also any other secret information on the Agency’s business in strict confidence. This obligation remains binding after completion of the relevant order and even if the order is not actually performed. 

2. The Contractor must also impose this secrecy undertaking on all employees, subcontractors, models etc. involved in execution of the order, in cases where this is necessary for the purpose of guaranteeing secrecy.

3. The Contractor is entitled to use copies of his Work Results for his own advertising purposes subject to the Agency’s prior written consent.

XI. TRANSFER OF RIGHTS

The Contractor is not entitled to transfer or otherwise assign the rights and, in particular, the rights to remuneration, accruing to him from the order. 

XII. ORDERS ISSUED IN CLIENT’S NAME

All orders must be executed through the Agency even when issued on behalf of a third party. When issuing orders on behalf of a Client, the Agency accepts no liability for either fulfilment of contract by the Client or for his creditworthiness (which it does not investigate).

XIII. MINIMUM WAGE


1. The Contractor untertakes to always observe the German Minimum Wage Act („Mindestlohngesetz – MiLoG“) and to always disburse the statutory minimum wage to his employees. This provision also applies for employees of the Contractor´s subcontractors.

2. The Agency is entitled at any time to request respective proof from the Contractor (e.g. time sheets,  payroll accounting documents, employees lists). In the event of the Contractor´s failure to comply with this requirement the Agency shall be entitled to retain due payments.

3. The Contractor undertakes to indemnify the Agency against third-party claims to pay the minimum wage arising from violations against the Minimum Wage Act committed by the Contractor or his subcontractors.

4. In the event of the Contractors (or his subcontractors) failure to comply with the obligation to pay the minimum wage, the Agency shall be entitled to terminate the agreement for cause; additionally, the Agency shall be entitled to retain due payments. Moreover, subsequent to the withdrawal of the order, the Agency shall be authorised to get executed the remainder of the order by a third party at the Contractor´s expense. Regarding further damages the Agency shall be entitled to press all claims for damages stipulated under German law without any exceptions whatsoever.


XIV. WPP Conduct Guidelines for Suppliers and for Business Partners

The Contractor agrees to the WPP Code of Business Conduct (guidelines for suppliers and for business partners) as attached hereto as annex.


XV.FINAL PROVISIONS

1. The place of jurisdiction for all disputes between the Agency and a Contractor who is registered in a commercial register shall be the Agency’s registered office.

2. These Standard Terms of Contract are governed by Federal German law to the exclusion of German international private law.

WPP Code of Business Conduct – For Suppliers and Business Partners

WPP and its companies operate in many markets and countries throughout the world. In all instances, we respect national laws and any other laws with an international reach, such as the US Foreign Corrupt Practices Act, where relevant, and industry codes of conduct. We are committed to acting ethically in all aspects of our business and to maintaining the highest standards of honesty and integrity.

We expect and require all our business partners, including suppliers, to have the same commitment to ethical behaviour and therefore ask you to confirm your agreement with our Code of Conduct (in the first column) as amended where necessary for non-WPP entities (in the second column).


We, the officers and staff of all companies in the WPP Group (“the Group”), recognise our obligations to all who have a stake in our success including share owners, clients, staff and suppliers;


You confirm that you recognise our obligations and will not act detrimentally to these obligations.


Information about our business shall be communicated clearly and accurately in a non-discriminatory manner and in accordance with local regulations;


You confirm that you will treat information about the WPP Group as described.


We select and promote our people on the basis of their qualifications and merit, without discrimination or concern for race, religion, national origin, colour, sex, sexual orientation, gender identity or expression, age or disability;


You confirm that you have equivalent policies in your organisation.


We believe that a workplace should be safe and civilised; we will not tolerate sexual harassment, discrimination or offensive behaviour of any kind, which includes the persistent demeaning of individuals through words or actions, the display or distribution of offensive material, or the use or possession of weapons on WPP or client premises;


You confirm that you have equivalent policies in your organisation and that you will respect our workplace and people as described.


We will not tolerate the use, possession or distribution of illegal drugs, or our people reporting for work under the influence of drugs or alcohol;


You confirm that you have equivalent policies in your organisation and that you will respect our workplace and people as described.


We will treat all information relating to the Group’s business, or to its clients, as confidential. In particular, “insider trading” is expressly prohibited and confidential information must not be used for personal gain;


You confirm that you agree to our policy in respect of our information.


We are committed to protecting consumer, client and employee data in accordance with national laws and industry codes;


You confirm that you have equivalent commitments in your organisation that cover all information from and relating to our business and that of our partners in that business.


We will not knowingly create work which contains statements, suggestions or

images offensive to general public decency and will give appropriate consideration to the impact of our work on minority segments of the population, whether that

minority be by race, religion, national origin, colour, sex, sexual orientation, gender identity or expression, age or disability;


Wherever relevant, you confirm that you have equivalent standards for your work.


We will not undertake work which is intended or designed to mislead, including in relation to social, environmental and human rights issues;


Wherever relevant, you confirm that you have equivalent standards for your work.


We will consider the potential for clients or work to damage the Group’s reputation prior to taking them on. This includes reputational damage from association with clients that participate in activities that contribute to the abuse of human rights;


This relates only to members of the WPP Group.


We will not for personal or family gain directly or indirectly engage in any activity which competes with companies within the Group or with our obligations to any such company;


This relates only to members of the WPP Group.


We will not give, offer or accept bribes, whether in cash or otherwise, to or from any third party, including but not restricted to government officials, clients and brokers

or their representatives. We will collectively ensure that all staff understand this policy through training, communication and by example;


This applies directly to you.


We will not offer any items of personal inducement to secure business. This is not intended to prohibit appropriate entertainment or the making of occasional gifts of minor value unless the client has a policy which restricts this;


This applies directly to you.


We will not accept for our personal benefit goods or services of more than nominal value from suppliers, potential suppliers or other third parties;


This applies directly to you.


We will not have any personal or family conflicts of interest within our businesses or with our suppliers or other third parties with whom we do business;


You should have equivalent policies in your organisation.


No corporate contributions of any kind, including the provision of services or materials for less than the market value, may be made to politicians, political parties or action committees, without the prior written approval of the WPP board; and


You should have your own policy regarding such contributions, together with appropriate authorisation procedures.


We will continue to strive to make a positive contribution to society and the environment by: maintaining high standards of marketing ethics; respecting human rights; respecting the environment; supporting community organisations; supporting employee development; and managing significant corporate responsibility risks in our supply chain. Our Corporate Responsibility Policy provides more detail about our

commitments in these areas.


You should have equivalent policies in your organisation.

Suppliers and Business Partners confirm that they adhere to the WPP Code of Conduct and. If they should become aware of any breaches, will inform WPP respectively its contracting partner within the WPP Group immediately. This applies particularly in respect of bribery or inappropriate gifts or services to or from our Suppliers and Business Partners or any other third party, or in respect of other matters that could harm WPP’s reputation directly or by association.

edition april 2017

STC for provision of angency services: April 2017

DOWNLOAD: AGB Verkauf NWC april 2017-E

NICOLE WEBER COMMUNICATIONS GMBH (“AGENCY”) STANDARD TERMS OF CONTRACT (STC) FOR PROVISION OF AGENCY SERVICES

I. DEFINITIONS, APPLICABILITY

1. These Standard Terms of Contract apply to all services provided by Nicole Weber Communications GmbH. The terms “order”, “agency” and “client” shall be interpreted in accordance with commercial law. The term “order” describes the contractual relationship irrespective of the type of contract involved. The term “agency” describes the legal person principally responsible for provision of services. The term “Client” describes the legal person who is the principal recipient and is liable for payment of the services.

2. Unless otherwise confirmed in writing by the Agency, any of the Client’s terms and conditions conflicting with these Standard Terms of Contract shall not be applicable.

II. DEADLINES, DELIVERY DATES

1. Unless otherwise expressly agreed in writing, all agreed deadlines and delivery dates are without obligation and serve solely as rough guides. 

2. The Agency shall bear no liability whatsoever for delivery delays attributable the Client’s failure to fulfil his obligations to cooperate with the Agency. 

3. In the event of the Client’s failure to issue prompt confirmation of his acceptance of work and/or services or otherwise culpably infringes his obligation to cooperate, the Agency shall be entitled to demand compensation for losses, including additional expense, thereby incurred. The Agency also reserves the right to claim further compensation. 

III. ORDER SPECIFICATION, REMUNERATION

1. The Agency’s quantitative specification defines the scope of the services to be provided and the remuneration payable. In cases where no price is quoted for a service item, this item will be chargeable at the rate stated in the Agency’s latest pricelists. Any supplementary expenses incurred by the Agency, especially when attributable to amendments or additions requested by the Client, will be invoiced as supplementary items at either the agreed hourly rates or the rates stated in the Agency’s pricelists as of the date of issue of the order.

2. The Client shall bear the liability for losses occurring through his fault in provision of incomplete, erroneous or subsequently amended data and other information necessitating revision or repetition, in whole or in part, of work already performed by the Agency or causing delay in performance of such work. 

3. The Agency shall be entitled to have the services performed by third parties acting as subcontractors. The Client shall not be entitled to veto involvement of any individual third party, unless he can show adequate grounds for his objection to that third party.

4. Should the Client serve notice of premature termination of any order issued to the Agency, the fee payable to the Agency shall be determined pursuant to the provisions of Section 649 of the German Civil Code (BGB) regulating arrangements between parties to contracts.

5. Unless expressly stated in the order, the Agency will not be responsible for verifying legality of advertising (in particular, in respect of competition, trademark or medicines law). Should the Client delegate this responsibility to the Agency, he shall, unless otherwise agreed, bear all charges and other costs thereby incurred by both the Agency and third parties thereby involved (lawyers, official institutions etc.) at normal market conditions.

6. The Agency is under no obligation to verify the accuracy of statements relating to the Client’s products and/or services claimed or approved by the Client. 

7. Unless otherwise expressly agreed, the Agency’s services will be in conformity with contract even in cases where they cannot be registered or otherwise protected (e.g. by patents, trademarks, copyright). The Agency is entitled but not obliged to file applications for registration of its services as intellectual property.

8. The Agency will submit all drafts, outlines, sketches created by it in connection with the order to the Client for examination and approval prior to publication. When issuing his approval, the Client assumes full responsibility for the accuracy of content, images, soundtrack and texts.

IV.  PRODUCTION (AWARD, COORDINATION AND SUPERVISION OF PRODUCTION ORDERS FOR ADVERTISING MATERIAL)

1. The Agency will identify suitable companies/persons to produce advertising materials, and will issue production orders after receiving the Client’s approval in textual form. Orders with a value of EUR 2,000.- or less do not require the Client’s approval. Unless otherwise expressly agreed in textual form, the Agency will issue production orders in the name and for the account of the Client. 

2. The Agency will coordinate ongoing production, control the production work and verify the invoices of the companies/persons responsible for production. 

3. For the production supervision services defined in Paragraphs 1 and 2 of this clause the Agency will receive a fee equivalent to 15 % of the net order value invoiced by the production companies/persons, this fee to be payable not later than the date of settlement of the relevant production invoice.

4. In exceptional cases where the Agency has expressly agreed to issue production orders in its own name and for its own account, it will charge all costs thereby incurred with third parties to the Client. The Agency shall be entitled to demand advance payments equivalent to the gross order value, payable on or before issue date of the order, to cover outlay for orders with an estimated gross value of EUR 5,000.- or more.

V. LIABILITY, WARRANTY

1. The Agency shall be liable for loss or damage resulting from its wilful act or gross negligence within the limits stipulated under German law. Warranty claims for defects will however lapse 12 months after date of delivery or provision of the relevant goods or services. 

2. The Agency and its vicarious agents will not be liable for loss or damage resulting from minor negligence, except in cases where a substantive breach of contract (Kardinalpflicht as defined in German law) or where loss through delay in or impossibility of performance is involved. 

3. Any liability of the Agency or its vicarious agents for a substantive breach of contract or a tortious act resulting from their minor negligence shall be limited to compensation for unproductive expenses incurred by the Client at a level which was foreseeable or typical. 

4. The foregoing limitations of liability shall not apply in cases involving absence of guaranteed characteristics, fraudulent intent, death, bodily injury, health impairment, defects of title or liability under the German Product Liability Act.

5. The Client shall not be entitled to file claims for compensation of loss resulting from the Agency’s justifiable challenge of printing or transmission errors not caused through the Agency’s fault.

VI. ACCEPTANCE

The Client is under an obligation to perform an acceptance procedure on the results of any individually definable work performed in connection with the contract, (e.g. drafts, sketches), whereby acceptance will be deemed to have taken place in cases where the work is neither formally accepted nor rejected within seven days of its submission to the Client, subject to the proviso that it corresponds substantially to the agreements reached between the parties. If discrepancies are discovered, the Agency will remedy these within a reasonable period and resubmit the revised work results for acceptance. Acceptance shall be deemed to have taken place not later than the date of payment of the relevant invoice or first use of the work.

VII. INVOICE, PRICE, PAYMENT, PAYMENT TERMS

1. The Agency will invoice its work and services immediately after their delivery or provision.

2. Unless otherwise agreed, invoices fall due for payment net without any deductions within 10 days of invoice date. 

3. All prices are net and subject to turnover tax at the legally applicable rate. Customs duties, charges and other levies, such as social security charges for self-employed creative persons, will be borne by the Client, even in cases where these are demanded at a later date. 

4. The Client shall not be entitled to offset counterclaims against the Agency’s claims for remuneration, except in cases where such counterclaims are either undisputed or res judicata. The Client shall have no right of retention, except in cases where his claims are undisputed or res judicata. 

VIII. EXPENSES

1. Each party will bear its own postage and telecommunication costs incurred during transaction of its business with the other party.

2. The Agency will charge travel expenses to the Client as follows:

– payments to third parties: against voucher,

– work time: at the hourly rates listed in the latest standard pricelist,

– travel in own vehicle: EUR 0.51/km.

3. All other outgoings, such as legal fees, courier and transport charges, organisation and supervision of advertising material production, colour copies and printouts ordered by the Client, will be charged to the Client against supporting vouchers. 

IX. COPYRIGHT, USUFRUCTUARY RIGHTS, OTHER INTELLECTUAL PROPERTY RIGHTS

1. Unless other wise stipulated in the Agency’s quantitative specification, the Client will, after payment in full of the Agency’s remuneration, acquire usufructuary rights permitting use of the advertising materials designed by the Agency for the purpose defined in the contract for either the duration of the agency agreement or 6 months from the date of his acceptance of the work performed and services provided by the Agency, whichever is the longer.  The usufructuary rights are geographically limited to the territory of the Federal Republic of Germany. The Agency’s prior written consent must be obtained for further processing or modification of contents of advertising materials designed by the Agency. Transfer or licensing of usufructuary rights to any third party requires the Agency’s prior written consent, without which any such transfer or licensing will be null and void.

2. The Agency will obtain any usufructuary rights, e.g. (z. B. photographic, film or GEMA rights, copyrights) and other third-party consents required for production or use of the Agency’s work results in the name and for the account of the Client. Unless otherwise expressly agreed in textual form, such rights and consents will be limited to the temporal and geographical requirements and the extent and content needed for the proposed advertising activity. The cost of any additional requirements shall be borne by the Client in accordance with the provisions of Sections 32 and 32a of the German Copyright Act (UrhG).

3. The Agency accepts no liability for the non-existence of third-party rights to the advertising materials and other work results supplied by it.

4. The Agency is entitled to use the advertising material designed by it for an indefinite period as an integral part of its own advertising activities on its website and on the CD-ROMs regularly produced by it for self-advertisement purposes. This entitlement also applies to all other companies belonging to the Scholz & Friends Group.

5. The Agency will retain usufructuary rights to all drafts, sketches, outlines which have been rejected by the Client or not further developed. This also and specifically applies to those agency services and work not protected by intellectual property rights, especially copyright. 

X. MINUTES OF MEETINGS

The Agency will prepare minutes of all meetings with the Client in connection with the project and submit these to the Client within three working days. These minutes constitute a legally binding basis for ongoing work on the contract unless objected to by the Client in textual form within three working days from date of submission.

XI. WPP Conduct Guidelines for Suppliers and for Business Partners

The Client agrees to the WPP Code of Business Conduct (guidelines for suppliers and for business partners) as attached hereto as annex.

XII. FINAL PROVISIONS

1. The place of jurisdiction for all disputes between the Agency and a Client who is registered in a commercial register shall be the Agency’s registered office.

2. These Standard Terms of Contract are governed by Federal German law to the exclusion of German international private law.

WPP Code of Business Conduct – For Suppliers and Business Partners

WPP and its companies operate in many markets and countries throughout the world. In all instances, we respect national laws and any other laws with an international reach, such as the US Foreign Corrupt Practices Act, where relevant, and industry codes of conduct. We are committed to acting ethically in all aspects of our business and to maintaining the highest standards of honesty and integrity.

We expect and require all our business partners, including suppliers, to have the same commitment to ethical behaviour and therefore ask you to confirm your agreement with our Code of Conduct (in the first column) as amended where necessary for non-WPP entities (in the second column).

We, the officers and staff of all companies in the WPP Group (“the Group”), recognise our obligations to all who have a stake in our success including share owners, clients, staff and suppliers;

You confirm that you recognise our obligations and will not act detrimentally to these obligations.

Information about our business shall be communicated clearly and accurately in a non-discriminatory manner and in accordance with local regulations;

You confirm that you will treat information about the WPP Group as described.

We select and promote our people on the basis of their qualifications and merit, without discrimination or concern for race, religion, national origin, colour, sex, sexual orientation, gender identity or expression, age or disability;

You confirm that you have equivalent policies in your organisation.

We believe that a workplace should be safe and civilised; we will not tolerate sexual harassment, discrimination or offensive behaviour of any kind, which includes the persistent demeaning of individuals through words or actions, the display or distribution of offensive material, or the use or possession of weapons on WPP or client premises;

You confirm that you have equivalent policies in your organisation and that you will respect our workplace and people as described.

We will not tolerate the use, possession or distribution of illegal drugs, or our people reporting for work under the influence of drugs or alcohol;

You confirm that you have equivalent policies in your organisation and that you will respect our workplace and people as described.

We will treat all information relating to the Group’s business, or to its clients, as confidential. In particular, “insider trading” is expressly prohibited and confidential information must not be used for personal gain;

You confirm that you agree to our policy in respect of our information.

We are committed to protecting consumer, client and employee data in accordance with national laws and industry codes;

You confirm that you have equivalent commitments in your organisation that cover all information from and relating to our business and that of our partners in that business.

We will not knowingly create work which contains statements, suggestions or

images offensive to general public decency and will give appropriate consideration to the impact of our work on minority segments of the population, whether that

minority be by race, religion, national origin, colour, sex, sexual orientation, gender identity or expression, age or disability;

Wherever relevant, you confirm that you have equivalent standards for your work.

We will not undertake work which is intended or designed to mislead, including in relation to social, environmental and human rights issues;

Wherever relevant, you confirm that you have equivalent standards for your work.

We will consider the potential for clients or work to damage the Group’s reputation prior to taking them on. This includes reputational damage from association with clients that participate in activities that contribute to the abuse of human rights;

This relates only to members of the WPP Group.

We will not for personal or family gain directly or indirectly engage in any activity which competes with companies within the Group or with our obligations to any such company;

This relates only to members of the WPP Group.

We will not give, offer or accept bribes, whether in cash or otherwise, to or from any third party, including but not restricted to government officials, clients and brokers

or their representatives. We will collectively ensure that all staff understand this policy through training, communication and by example;

This applies directly to you.

We will not offer any items of personal inducement to secure business. This is not intended to prohibit appropriate entertainment or the making of occasional gifts of minor value unless the client has a policy which restricts this;

This applies directly to you.

We will not accept for our personal benefit goods or services of more than nominal value from suppliers, potential suppliers or other third parties;

This applies directly to you.

We will not have any personal or family conflicts of interest within our businesses or with our suppliers or other third parties with whom we do business;

You should have equivalent policies in your organisation.

No corporate contributions of any kind, including the provision of services or materials for less than the market value, may be made to politicians, political parties or action committees, without the prior written approval of the WPP board; and

You should have your own policy regarding such contributions, together with appropriate authorisation procedures.

We will continue to strive to make a positive contribution to society and the environment by: maintaining high standards of marketing ethics; respecting human rights; respecting the environment; supporting community organisations; supporting employee development; and managing significant corporate responsibility risks in our supply chain. Our Corporate Responsibility Policy provides more detail about our

commitments in these areas.

You should have equivalent policies in your organisation.

Suppliers and Business Partners confirm that they adhere to the WPP Code of Conduct and. If they should become aware of any breaches, will inform WPP respectively its contracting partner within the WPP Group immediately. This applies particularly in respect of bribery or inappropriate gifts or services to or from our Suppliers and Business Partners or any other third party, or in respect of other matters that could harm WPP’s reputation directly or by association.

edition april 2017