Standard Terms of Business
The following standard terms of contract are given to the customers of New Line Brand Communication GmbH (hereinafter referred to in short as “New Line”) and are part of the content of the contractual agreements.
Section § 1: Terms of Payment
1. New Line prepares an adequate and orderly invoice. All prices for agency services are on principle purely net prices, on engaging artists via the agency plus the artist’s social security contribution on the artist’s fee in accordance with the rates determined by the artist’s social security benefits office and the statutory value added tax due in the FRG, even if, in the individual case in point, this is not separately foreseen. If a value added tax is to be paid to another state organization, New Line is entitled to pay this tax. No discount is granted. The total amount – unless otherwise agreed – is payable without any deductions:
– 80 % of the order amount at the time of conclusion of contract
– 20 % of the order amount within 14 days of the end of the event.
2. a) Unless otherwise agreed, travelling expenses and other expenses for personnel commissioned by New Line will be settled in keeping with the costs incurred. Flights within Europe as well as intercontinental flights, will be undertaken in the Economy Class. Rail travel will be undertaken 2nd class.
b) Unless otherwise agreed, travelling expenses and other expenses for New Line Agency employees will be settled in keeping with the costs incurred. Flights within Europe will be undertaken in the Economy Class, intercontinental flights in the Business Class. Rail journeys under 350 km will be undertaken 2nd class, longer journeys will be undertaken 1st class.
c) Unless otherwise agreed, travelling expenses and other expenses for New Line’s management will be settled in keeping with the costs incurred. Flights within Europe will be undertaken in the Business Class, as will intercontinental flights. Rail travel will be undertaken 1st class.
3. All expenditure and outlays by New Line that are not to be met in accordance with the New Line performance specifications will be settled in keeping with the costs incurred plus a handling fee of 15%.
4.All performance not included in the performance specifications is also to be additionally paid by the customer if New Line cannot be reimbursed under the performance of third parties, but the respective performance can be carried out by New Line’s own employees. New Line is entitled to have work – that it can commission third parties with, in the name of and on account of the customer – discharged by its own employees and can then separately charge this to the customer.
5.New Line is entitled, in cases of default on payment, to charge reminder fees and normal bank default interest. Any GEMA charges arising, as well as energy, water and waste costs must be accepted by the customer.
6.Unless otherwise agreed, the invoice amount is to be paid within 14 days of invoicing. Default interest to the value of 8 % above the respective base rate of interest pa. will be calculated. We reserve the right to charge a higher rate for damage from default.
7.Cancellation Deadlines & Regulations
Cancellation by the customer up to 90 days prior to the originally planned date: the customer is liable for the reimbursement of incurred project costs incl. those for service providers.
Cancellation by the customer up to 45 days prior to the originally planned date: the customer is liable for 50 % of the confirmed order amount.
Cancellation by the customer 30 days or less prior to the originally planned date: the customer is liable for 100 % of the confirmed order amount.
Section § 2: Implementation, Organization and Impossibility
1. The implementation and organization of the event is undertaken on the basis of the existing concept. Significant changes will be agreed on with the customer.
2. New Line is free in the organization of the program and of the appearances, in keeping with the stipulations of the agreed order of events. New Line is not subject to artistic instructions of a third party.
3. During the setup and dismantling days, as well as during the days of the event, the customer will make the premises of the exhibition and event accessible to the New Line employees and others charged by it with the setup of exhibition stands and with stage construction, installation of lighting and sound technology, as well as for stage tests. The dismantling begins directly after the end of the event. All costs of events and premises, such as energy, room rentals, supervisory personnel, hall technology, cleaning, fire brigade, medical emergency care, etc., will be calculated directly by the customer. Personnel dressing rooms must be provided in sufficient numbers.
4. The conclusion of all contracts necessary for the implementation of this contract will be undertaken in the name, and at the order, of the customer. New Line is hereby authorized by the customer to conclude, in the name of the customer, all contracts that are necessary, or at least advisable, for the implementation and fulfilment of the contract.
New Line is authorized, in the interest and in the name of the customer, to issue instructions vis-à-vis suppliers commissioned by the customer to provide performance for the event.
5.If the implementation of the event is wholly or partly impossible for reasons for which the customer is answerable, New Line remains entitled to the agreed fee. New Line will, however, offset costs that have been saved by it as a result of its release from performance, and income acquired due to other use of its working capacity, or refrains from earning due to malevolence. In cases of open-air events, the customer bears the weather risk.
6.In cases of impossibility of achieving the contracted performance or the provision of personnel by New Line or its appointee as a result of illness, cancellation of activities or force majeure, all entitlements arising from this contract cease to apply. New Line will notify the customer immediately – by fax, telephone or e-mail – of the reason for prevention and will provide proof of this (medical certificate, etc.) upon request. New Line will make efforts, however, to ensure adequate replacement.
7.If the implementation of the event is impossible for reasons for which none of the contract partners is answerable, New Line will retain the entitlement to already-due parts of the fees in accordance with the payment plan. For performance of New Line provided after the last-due instalment, in accordance with the payment plan, New Line will be due a part of the fees corresponding to this performance.
Section § 3: Liability
1. For damage to persons or property caused by employees or agents of New Line, New Line will only be liable for grossly negligent or intentional behaviour, unless there are compelling statutory regulations that stand in the way of this.
2. The operational and personal risk of adequate and orderly conducting of the event, as well as full liability for the safety of those appointed and of New Line’s equipment, is borne by the customer.
New Line accepts no liability whatsoever for damage of whatever sort caused by visitors. Decrease in value, broken glass and any costs that arise from damage to the site, the rooms or underground supply lines due to the installation of exhibition stands, stages, tents, playing instruments, etc., are to be borne by the customer.
3. In the event of culpable non-fulfilment of the contract or in cases of culpable breach of contract, New Line will only be liable up to a maximum value of the agreed fee. The assertion of further claims to compensation against New Line is thereby excluded. In the event of culpable breach of contract on the part of the customer, New Line is not obliged to carry out the event.
4. In particular, New Line is not liable for performance capability or for willingness to perform, or for defects in the performance of third parties and their appointees, or for the non-punctuality of the performance of these persons or for other performance disturbances that may arise in the context of the contractual relationships involving these third parties. New Line is not liable for the realization of a sponsoring concept. The preceding exclusion of liability applies only to the extent that no compelling statutory regulations stand in the way of it, or the performance disturbances is not deliberate or traceable to gross negligence on the part of New Line.
5. New Line must independently check the legal permissibility and the specialist and artistic justifiability of the measures developed by it (New Line) with the care of an orderly businessman. Any liability is on principle excluded if New Line, despite expressing its misgivings, nevertheless carries out the measures on instruction of the contracting partner. In this case the customer must release New Line from the rights of third parties asserted on this basis against New Line.
6. To the extent that, in fulfilment of this contract, New Line concludes contracts with third parties in the name of the customer, the order-related activities are limited to the choice of the contracting partner affected and the conclusion of the contract in question, subject to the limitations set by this contract. In particular, New Line is not itself obliged to supervise the implementation of such contracts. Such third parties commissioned by New Line are not vicarious agents of New Line, in terms of the relationship of New Line to the customer.
Section § 4: Other Points
1. Both contracting parties undertake to provide no third party with information about the agreed fee. The contracting parties allow each other to issue press releases. New Line is furthermore entitled to use the contract partner as a reference, incl. the placing of its logos on the New Line website and in image brochures. Upon request, New Line is to be named in publications as the author and implementing agency.
2. The sketched ideas and concepts remain the intellectual property of New Line. Any farther-reaching use, or the passing-on to third parties, or any partial or total realization requires the consent of New Line.
3. New Line is entitled to document the production on image and sound carriers of whatever sort and to distribute all resulting photographic, video and film recordings arising from the contractual relationship, and other technical reproductions for its own advertising or to distribute these or publish them for editorial purposes, without spatial, factual and temporal limitation. New Line reserves the right of veto for any use or distribution of image and sound carriers of all sorts by the customer or by a third party extending beyond the limits of the contract.
Section § 5: Prohibition of Competition by the Customer
1. The parties concluding the contract agree that they will take into account and protect the interests of their contracting partner. Within the framework of the contractual duty of allegiance both contracting parties are called on to promote the success of their efforts. They are to refrain from everything that would make the achievement of the purpose of their efforts impossible and/or would represent an unjustified intervention in the interests of the other contracting partner respectively. In particular, the contracting party is prohibited from copying and from making other commercial use of the worked concepts without consultation with the firm of New Line. Furthermore, the wooing away of individual employees or agents deployed by the firm of New Line, in the context of advertising measures, is prohibited. The same applies to teams or groups deployed by the firm of New Line.
2. For each case of non-compliance, the contract partner undertakes to pay the firm of New Line a sum to the value of EUR 5,000 plus the statutory VAT. Further claims are explicitly reserved. In the case that compensation enforced exceeds the above-mentioned sum, this is to be offset against the contract penalty. The onus of proof that less damage was incurred is incumbent on the other contract partner.
3. This limitation ceases to apply abroad and at home a year after the ending of the order in question. This clause shall furthermore apply to businessmen in the sense of section § 310, paragraph 1 of BGB [German Civil Code].
Section § 6: Final Provisions
1. Should one of the provisions of this contract prove to be ineffective, whether now or at some future date, this shall not alter the effectiveness of the remainder of the contract. The ineffective provision is to be replaced by the contracting parties by an effective provision that corresponds to the economic sense and purpose of the contract.
2. Verbal ancillary agreements are regarded as not having been made. Alterations and extensions to the contract must be made in writing.
3. This agreement, as well as the entire legal relationship between the contracting parties, is subject to the law of the Federal Republic of Germany.
4.The sole place of jurisdiction for all disputes directly or indirectly related to this contract – to the extent that this is permissible – is Amtsgericht Berlin, regardless of which of the two contracting parties raises suit.
Berlin – 03/05/2020