TERMS AND CONDITIONS

TERMS AND CONDITIONS

TERMS AND CONDITIONS — Status: March 2014

1.) General:

a) The following conditions apply exclusively to all contracts, agency and services provided by OBSESSION GmbH, represented by managing director Oliver Bechler, Lindleystraße 12, 60314 Frankfurt am Main HRB, VAT ID: DE293825249. The following terms and conditions apply to all contracts, deliveries and other services.

b) Deviations from these terms and conditions are only effective if OBSESSION confirms them in writing. Additional agreements or assurances made by OBSESSION agents that go beyond the content of the respective contract, including these terms and conditions, must be confirmed in writing by OBSESSION.

c) Differing provisions contained in the customer's general terms and conditions will only be effective if they are expressly accepted in writing by OBSESSION. Acceptance of OBSESSION's services is in any case regarded as acceptance/acceptance of the general terms and conditions.

d) OBSESSION is entitled to change the terms and conditions at any time with a reasonable period of time and, after prior notice, to discontinue the agency or service in whole or in part.

2.) Conclusion of a contract:

a) The contract for an OBSESSION service is concluded with the countersignature of the business transaction by OBSESSION or the written acceptance of an “offer”/“cost estimate”/“(rough) calculation” by the customer. In exceptional cases, the “offer”/“cost estimate”/“(rough) calculation” may also be accepted through oral confirmation or conclusive action within the correspondence.

b) Approval of the offer is to be regarded as acceptance in accordance with Section 144 BGB.

c) OBSESSION may make the conclusion of a contract dependent on the submission of a written submission or an advance payment. OBSESSION is free to accept the contract.

d) The offer prices are only valid if the order is undivided. Invoicing is subject to statutory sales tax, which is listed separately.

3.) Scope of services:

a) Both contracting parties are obliged to immediately inform each other of possible changes to the contractual basis (e.g. scope of services).

b) Services not included in the offer, which are provided in addition at the customer's request or additional expenses/expenses caused by incorrect information provided by the customer, faulty errors of any kind not caused by OBSESSION, or errors by third parties, unless they are vicarious agents of OBSESSION, require a separate calculation in accordance with the agency's current remuneration rates.

c) OBSESSION is entitled to refuse to perform services that violate laws or common decency.

4.) Contract duration and termination:

a) The contract starts on the date specified in the main/basic contract and is valid for the agreed period. The right of termination in due time or termination without notice for good cause is available to both parties in accordance with the provisions in the main/basic contract.

b) In the event of termination by the customer without good reason, OBSESSION receives the agreed remuneration for services already provided in full or in part. OBSESSION is also entitled to compensation due to failure to fulfill the contract by the customer. The compensation amounts to 50% of the net order for services not yet provided. OBSESSION reserves the right to claim higher compensation, through appropriate proof of the damage incurred.
c) If the execution of the originally placed order is prevented due to other reasons for which the contracting parties are not responsible, OBSESSION shall be entitled to the fee already due for all services provided.

5.) Implementation and organization:

a) Each requirement for organizing and carrying out an order is usually a concept approved by the customer/contractual partner, a detailed service description agreed with the customer, a calculation and a legally valid order in the form of a contract.

b) All contracts necessary for the execution of this contract are concluded in the name and on behalf of the customer. OBSESSION is therefore authorized by the customer to conclude all contracts that are necessary or at least appropriate for the execution and performance of the contract on behalf of the customer. OBSESSION is entitled to issue instructions to suppliers who have been commissioned by the customer to provide services for the event in the interest and on behalf of the customer.

6.) Liability for defects:

a) The customer is obliged to check OBSESSION's performance for accuracy and completeness upon acceptance and to report deficiencies. Obvious defects must be reported immediately, hidden defects within a period of 7 days after receipt/event date.

b) If the customer requires appropriate corrective action, OBSESSION may choose to remedy the reported defect or make a suitable replacement.

c) If subsequent performance or rectification is ruled out due to the lapse of time (end of the event), the customer only has the option to claim a reduction.

d) Should the customer not properly fulfill its contractual obligations, OBSESSION has the right to remedy claims only after the customer has fulfilled the contract.

7.) Payment terms:

a) Service: OBSESSION is entitled to invoice each service provided separately. Unless otherwise agreed, the invoice amounts are due upon receipt of the invoice. In addition, OBSESSION is entitled to demand freely billable advances to cover the expenses and to issue a final statement after the project has been completed. Travel expenses and expenses are billed according to expenses, and third-party services are generally charged at a flat rate, including a processing fee. OBSESSION undertakes to issue proper billing in accordance with legal requirements.

b) Payment delay:
OBSESSION is entitled to withdraw from the contract in the event of late payment and after a written reminder setting a deadline and to claim compensation for non-performance. In the event of late payment, OBSESSION reserves the right to claim reminder fees and default interest in accordance with Sections 288 ff BGB.

c) Offsetting and Assignment Law:
The customer may only declare the offsetting with undisputed, legally binding counterclaims. The rights of a contracting party arising from this contractual relationship are transferable with the prior consent of the other contracting party.

8.) Property rights:

a) In accordance with Section 28 BDSG, OBSESSION draws attention to the fact that the data necessary for business transactions is processed and stored using an IT system in accordance with Section 33 BDSG. Personal data will, of course, be kept confidential.

b) It is pointed out that all documents or documents provided as part of an order placed as well as all agency documents from the customer and OBSESSION are subject to Federal Data Protection. The contracting parties commit themselves to public service for the duration of the contractual relationship. The above obligations of the contracting parties may be extended or shortened accordingly by separate written agreement.

c) OBSESSION is obliged to keep provided documents for the duration of the respective project. The customer is asked only to provide OBSESSION with duplicates or to ensure that a duplicate is created before shipping. OBSESSION assumes no liability for customer documents that are not requested back within one month of the conclusion of the contract/project.

d) OBSESSION is entitled to make recordings of the respective projects (image or audio recordings of any kind) and to use them for documentation, storage, editorial purposes and for its own PR measures. The contracting parties mutually approve the issuance of press releases, with the respective author being named.

e) The word figurative mark “OBSESSION” is the property of OBSESSION and is copyrighted. The use of this word logo is exclusively reserved for OBSESSION. The naming, use or distortion of this word figurative mark requires express written permission.

f) All works, ideas, concepts, presentations, project outlines, project papers, plans and layouts created by OBSESSION are owned by OBSESSION. Processing, use, reproduction or distribution is only permitted with the express permission of OBSESSION. If an order is not placed by the potential customer, he is prohibited from using the ideas, suggestions, etc. provided by OBSESSION.

9.) Liability and limitation of liability:

a) OBSESSION is only liable for damage to persons or property caused by OBSESSION employees or agents in the event of negligent or intentional action, unless mandatory legal regulations conflict. If OBSESSION is proven to be grossly negligent, liability for any damage that may have arisen is limited to the amount of the agreed agency fee. The liability limitation does not apply if an injury to life, body or health is affected.

b) Liability limitations under the Product Liability Act remain unaffected by this limitation.

c) If offers are prepared in accordance with the information or content of the documents provided by the customer or a third party commissioned by him, OBSESSION is not liable for the accuracy or suitability of these documents, unless their inaccuracy or inaccuracy was grossly negligently or intentionally not recognized.

10.) Final provisions:

a) The place of performance and jurisdiction for all disputes between the parties arising from the contract is the registered office of the agency, insofar as the customer is a registered trader or legal entity.

b) The contractual relationship is governed by German law.

c) Should any provision of these terms and conditions be ineffective or void, the validity of the remaining provisions of these terms and conditions remains unaffected. Instead of the ineffective provision, a substitute provision corresponding to or at least close to the purpose of the agreement applies, which the contracting parties would have agreed if they had known the invalidity of the provision.
The same applies to the incompleteness of these provisions.

Frankfurt am Main in March 2014

OBSESSION GmbH