Terms and Conditions

I. Scope

1. The following terms and conditions (GTC) apply to all between the customer and the Ad Kraft a company of the MalFix Group: MalFix GmbH, Schwerzistrasse 4 8807 Freienbach (hereinafter: "Agency") concluded contracts, completed projects, orders, offers, deliveries , Services and other services.

2. The Agency provides e-marketing, distribution and organization services in particular.
All agreements made in connection with the conclusion of a contract are based on these conditions, the performance specifications and the separately agreed agreements. There are no benefits due beyond that.

3. Decisive is the version of the GTC valid at the time the contract is concluded.

4. General terms and conditions of the customer are not part of the contract, even if no written objection. They are only recognized as accepted if the agency has expressly agreed to them.

II. Conclusion of contract & briefing

1. General offers are non-binding.

2. A contract shall be deemed to have been concluded if, in accordance with an offer or cooperation agreement of the agency, the customer has confirmed the offer or the or cooperation agreement in writing and / or has begun by mutual agreement with the execution of the work.
For the preservation of the written form, an explanation via e-mail is sufficient within the framework of the entire contractual relationship, subject to any other regulation. Remote agreements are to be confirmed in writing.

3. Basis for agency work is cooperation contract.

4. Events of force majeure entitle the Agency to postpone the project for the duration of the disability and a reasonable start-up time.

5. Price information is only binding with regard to the fixed scope of services at the time of acceptance of the offer.

III. Services of the agency & dates

1. The agency owes the implementation of the commissioned service according to the project description as well as within the framework of the individual contractually described scope of services.
Should additional costs arise due to deviating wishes and changes, these shall be borne by the customer.

2. Dates for the provision of services may only be approved by the agency by the management or other persons expressly named.

3. Binding dates are always to be determined in writing and to be binding.

IV. Obligations to cooperate and Liability of Customer

1. The customer will provide the Agency with all the market, production and sales figures and other essential data necessary for the execution of the project in strict confidence for the purpose of a trusting cooperation.

2. If the customer recognizes that his own information and requirements are faulty, incomplete, ambiguous or unworkable, he must notify the Agency immediately and without delay.

3. The customer shall appoint to the Agency one or more contact persons and their deputies who are responsible for the execution of the contractual relationship and / or are authorized to make decisions.

4. The parties or their contact persons shall periodically agree on progress and obstacles to the execution of the contract.

5. In connection with the respective project, the customer will award contracts to other service providers within the scope of the agency only in agreement with the agency.

6. The Client undertakes not to engage, directly or indirectly, the personnel deployed by the Agency as part of the project implementation during the 12 months following the completion of the project, without the participation of the Agency

V. Remuneration

1. All services provided by the Agency are subject to a charge, unless expressly agreed otherwise in writing.
The amount of the compensation depends on the individual agreements. If no compensation is determined for a service, the price lists of the agency valid at the time of commissioning apply. If these do not exist in individual cases, the usual remuneration applies.

2. Extra or additional services are to be remunerated separately.

3. All prices are net prices plus VAT.

4. The Agency shall be entitled to adjust the fees or reimbursements or prices for products or services in the event of a change in the legally prescribed value added tax from the time the change in value added tax becomes effective.

5. The agency is not obligated to provide contractual services or to release contractual services before receipt of payment, unless otherwise expressly agreed otherwise with the user.

6. The Agency reserves the right to initially charge for services provided free of charge after notification and / or to cease such services.

VI. Additional, travel and special costs

1. The customer shall bear all extraordinary costs against proof and after commissioning.

2. The customer is obligated to pay the costs of third parties (third party costs) for the execution of the order after notification by the agency and to grant the agency, if necessary, appropriate authority to place an order in the name and for the account of the customer. If the agency here undertakes to pay in advance, these costs must be reimbursed immediately, subject to a different agreement and contrary to the other maturity regulations.

3. The customer is obliged after prior agreement to reimburse the costs of necessary technical measures that go beyond the agreed scope of services.

VII. Deadline

1. The remuneration is payable without deduction at the latest upon conclusion of the services, subject to a different contractual arrangement.

2. The Agency shall be entitled to charge one-third of the order volume after placing the order as a discount, if so agreed in the cooperation agreement.

3. The Agency is entitled to make interim invoices after provision of an acceptable partial service.

4. Unless otherwise agreed, the respective invoice amount must be transferred within 7 days after receipt of the invoice. Failure to meet the payment deadlines put the customer in debt without payment reminder.

5. The customer has no right of set-off or retention, unless it concerns uncontested or legally established claims.

6. In case of late payment, the Agency may demand 8% interest above the respective base interest rate of the German Bundesbank.

7. If the customer fails to meet his payment obligations punctually, the agency may rescind the contract and / or claim damages for non-performance after setting a deadline with a threat of refusal.

8. If the customer changes or abandons orders, work, plans and the like, or changes the conditions for the provision of services, he will reimburse the Agency for all costs incurred and indemnify the Agency against all third-party obligations

9. If the customer withdraws from the contract before the start of the project, the agency may charge the following percentages of the fee as a cancellation fee: Up to 6 months before the start of the contract or event 10%; From 6 months to three months before the start of the contract or event 25%; From 3 months to three weeks before the start of the contract or event 50%; From 3 weeks to one week before the start of the order or event 80%; From 1 week before the beginning of the order or event 100%.

VIII. Contract duration, termination

1. The contract is concluded for the duration of the period specifically agreed with the customer (contract term), subject to the contractually agreed notice periods with the customer. Unless otherwise agreed in the contract, the statutory provisions apply. Unless otherwise agreed in the contract, the statutory provisions apply.

2. Terminations must be made in writing. An email is not sufficient for the cancellation.

3. After termination of the contract, the agency is not obligated to store or make available content, links or data.

4. The mutual right to extraordinary termination without notice for good cause remains unaffected.

5. In the event of a breach of contract by the customer, the agency has the right to block the access to provided services and services. A blocked or terminated customer is not permitted to create or attempt to otherwise access the Agency's services.

6. Prepaid fees or reimbursements will not be refunded in case of unjustified termination.

7. Upon termination of the contract, all rights of use for the services provided by the Agency expire.
Access to the services is blocked upon termination.

IX. Usage rights

1. The customer acquires with the full payment for the duration and in the scope of the contract, the simple rights of use of the work produced by the agency under this contract for use in the territory of the Federal Republic of Germany, Switzerland, Austria and Serbia.

2. The agency provides an overall intellectual-creative effort beyond purely technical work. If the customer uses agency work outside the scope of the contract, such as:

Outside the scope of the Treaty (territorial extension) and / or after termination of the contract (temporal extension) and / or in modified, extended or reorganized form (content extension) and / or use in other advertising media, the Agency may do so in an appropriate manner demand usual market fees.

3. All rights to the services and services of the Agency and their labeling, including patent, copyright, trademark, license or other rights or rights are the agency and may only in the context of express contractual agreements, in the contractually expressly regulated nature and for the duration of the contract, as contractually agreed by the customer. In particular, Customer shall not have the authority to copy, modify, disassemble, create derivative works, or attempt to locate the source code.

4. Beyond the rights of use or other rights expressly granted herein, the customer shall not be granted any further rights whatsoever, in particular to the company name and industrial property rights such as patents, utility models or trademarks, nor shall the agency make a corresponding duty to grant such rights.

5. Insofar as the customer provides ideas and suggestions, the agency may use them free of charge for the development, improvement and sale of the products from its portfolio.

6. Insofar as the customer commissions individualized services, he transfers all rights required for the implementation and use, in particular trademark, copyright and other industrial property rights, to the agency for the duration of the intended purpose.

7. In case of violation of the above-mentioned rights of this agreement, in addition to the compensation, a contractual penalty of 100% of the respectively owed remuneration shall be payable for each case of the infringement. The assertion of any further damage remains unaffected.

X. Liability

1. The agency is liable only for intent and gross negligence. For slight negligence, the agency is liable only in case of breach of a material contractual obligation (cardinal duty) as well as damages from injury to life, body or health.

2. In the case of slight negligence, the liability shall be limited in sum to the amount of the foreseeable damage which typically has to be expected.

3. The customer is responsible for the content provided by him. This responsibility is governed by the general laws and regulations, in particular the liability provisions of this agreement. The risk of legal admissibility of the implemented project measures is borne by the customer. In no case is the agency liable for the statements contained in the advertising statements about products and services of the customer. The agency is also not liable for the patent, copyright and trademark protection or registration of the ideas, suggestions, proposals, concepts, designs, etc., delivered within the framework of the contract.
The customer exempts the agency from all obligations that third parties assert against the agency due to a breach of this responsibility of the customer. In addition, the Agency is permitted to prevent the use of the Content.

4. No liability is accepted for defective services provided to external companies. The agency undertakes to assign to the customer any claims arising from warranty rights against third parties.

5. Due to the nature of the Internet, computer systems, smartphones, tablets and other devices, there is no guarantee for uninterrupted availability of provided software, websites or similar. accepted.

6. The customer is aware and the customer accepts that software and websites according to the current state of the art can not be created completely free of errors. It may also happen that a code is not correctly read, interpreted or processed by each terminal. Despite the Agency's efforts, this can not be completely ruled out. Therefore, the agency assumes no liability for this.

XI. Data Usage

1. In the context of contractual services, personal data are collected, stored and processed in accordance with the applicable data protection regulations, in particular the Federal Data Protection Act and the Telemedia Act. Disclosure to third parties only takes place if it is necessary for the provision of the service, service or agency service or if there is a legal obligation for the transfer. The customer agrees with the collection, storage and processing of his data acc. the separate privacy policy.

2. The agency uses personal data only in the context of statutory provisions.

3. An indication of the Agency as a reference is only permitted to the customer with the prior written consent of the Agency

XII. Confidentiality and reference

1. The parties will treat all confidential business and trade secrets to their knowledge as strictly confidential.

2. The Agency may cite Customers as reference customers on its website or in other media and contexts.

3. An indication of the Agency as a reference is the customer only with the prior written consent of the Agency.

XIII. Final clauses

1. Verbal side agreements before conclusion of contract are ineffective. Modifications or additions to this Agreement or to statements expressly required by the written record in this Agreement must be in writing; this also applies to the waiver of the requirement of written form.

2. If any provision of these terms and conditions be wholly or partially invalid or lose their legal effect by a later circumstance, the validity of the remaining provisions shall not be affected. In place of the ineffective provision or to fill the gap, an appropriate provision shall apply which, as far as possible, comes closest to what the parties would have wanted if they had considered this point.
The same applies to any gaps in the agreement.

3. Swiss law applies excluding the UN sales law. Jurisdiction for all disputes arising from this agreement is the seat of the Agency. If a consumer is involved, the general place of jurisdiction applies.