First section: General Terms and Conditions (GTC)
Second Section: General Terms and Conditions for Freelancers and Service Providers(AGB)
The offers of the
company Fashion Time International GmbH
ABC Street 12
D-20354 Hamburg
hereinafter also referred to as – the agency
shall be made exclusively on the basis of and subject to our General Terms and Conditions of Business, which shall always become an integral part of the contract. Deviating general terms and conditions of our customers shall become an integral part of the contract if we acknowledge their inclusion in writing before or upon conclusion of the contract. We shall not be bound by the contractual partner’s terms and conditions even if we do not expressly object to them. Our offers are subject to change. Agreements, in particular verbal subsidiary agreements and assurances by our employees, shall only become binding upon our written confirmation.
The documents belonging to the offer, such as photos, illustrations as well as information in advertising material, do not constitute warranties of quality unless they are expressly designated as such in writing.
The scope of the contractual services results from the Agency’s offer commissioned by the Customer. Ancillary agreements or amendments that change the scope of the contractual service must be made in writing and shall only apply if they have been confirmed by us in writing.
If changes or deviations of individual services from the agreed content of the contract become necessary after conclusion of the contract, we shall inform the customer thereof without delay. Insofar as the agreed content of the contract is not or only insignificantly affected by such changes, the customer shall not be entitled to terminate the contract due to these deviations. The agency shall be entitled, in consultation with the customer, to change parts of the event schedule in deviation from the service description.
Unless otherwise agreed, all prices shall be subject to the statutory value-added tax applicable at the time. The deduction of discounts shall require written agreement. 3.
Insofar as the implementation of an event requires the commissioning of third parties, the Client authorises the Agency, when placing the order/concluding the contract, to conclude such a commission on behalf of and with effect for the Client. This applies in particular to the rental of rooms, the conclusion of contracts in the catering sector, as well as the conclusion of contracts with artists, service providers, etc. 4.
The Agency shall be entitled, but not obliged, to demand advance payments amounting to 50% of the commissioned remuneration to cover our expenses. These shall become due upon conclusion of the contract/awarding of the contract. In the case of orders involving several services, our claim to remuneration shall be due for each individual service as soon as it has been rendered, unless otherwise agreed.
All services of the Agency (e.g. ideas, concepts for events, etc.) and rights (e.g. image, video or sound rights) remain the property of the Agency. This applies in particular to such material bearing the name of the Agency or on which the owner or employees of the Agency are depicted and to the picture and sound recordings made during the shows, in particular photos, videos, CD, CD-ROMs and DVD, as well as placement on the Internet. By paying the fee, the client only acquires the right to use the material for the contractually agreed purpose. Without the consent of the agency, the customer may only use the services himself and only for the duration of the contract.
Use for posters, billboards, packaging, displays and videos shall in any case require prior written agreement.
Any further use of the image and video material shall incur buyout costs in the amount of the VELMA fee list, unless otherwise agreed in writing. The specific uses of TV commercials, large posters, posters, displays, postcards, mailings, sales promotion material, etc., their circulation or use require an additional fee agreement or package price solution. The fee and the buyout also depend on whether a publication or broadcast is regional, nationwide, Europe-wide or international. For TV spots, the fee also depends on the number of spot placements and the use of different channels or combinations thereof. Package price solutions are also common here.
The client is not entitled to make further use of the agency’s services and rights – in whatever form.
The use of video and image material for internal documentation is excepted. The client is permitted to use image and sound recordings for publication in the company’s own as well as internal media such as company newspapers, company intranet or company homepage and for company events and brochures.
Changes to our services by the client are only permitted with the express consent of the agency and – insofar as the services are protected by copyright – with the consent of the copyright holder.
Insofar as use has been expressly agreed or is permissible under these terms and conditions, the rights of use to the recordings and photographic material shall be granted exclusively to the named client for a period of one year within Germany for the agreed purpose of use, the agreed product and the agreed form of use. The one-year period begins with the actual use, at the latest 2 months after the creation of the recordings.
The prerequisite for the acquisition of the rights of use is that the fee agreed with the agency has been paid.
In the event of further use of the material produced in breach of the contract, compensation costs shall be incurred in the amount of 150% of our fee, unless otherwise agreed in an individual contract or the client proves a lesser loss.
The agency shall receive the right from the client/customer to use the company name and the image logo of the client in the agency’s own advertising.
By placing the order, the client/trading partner declares his consent to the storage and processing of his client data within the meaning of § 4 BDSG. This shall also apply to the disclosure of the customer data for the performance of legally relevant processes in connection with the order.
a)
The client shall provide a stage and a lockable changing/staging room incl. mirror, chairs, tables, wardrobe, waste bin, light and power supply for the staging area. The rooms must be sufficiently large, clean and have a temperature of at least approx. 20°C. Changing facilities must be located near the stage. Rooms in which the collection to be performed is located, as well as those in which the performers store their belongings, must be lockable, otherwise the client will be held liable in the event of theft.
b)
For closed events such as celebrations, anniversaries and closed opening events, the client must provide security with entry control.
c)
Unless otherwise agreed, the client shall organise and pay for the Fashion Time Crew’s overnight accommodation. A middle-class hotel or boarding house located in the vicinity of the performance venue is to be booked. The rooms are to be booked with breakfast. Accommodation in shared rooms is possible.
d)
In case of a longer stay of the performers of more than 2.5 hours, the client has to provide for an adequate catering. In the case of full-day assignments, one full meal and 1x coffee & snack as well as non-alcoholic drinks must be provided. If a staff bistro is available, meal vouchers may be offered. Water and cups must be provided at each performance.
e)
The client shall be responsible for registering the event with the relevant regulatory authority, obtaining all necessary official permits, complying with all safety and building regulations (e.g. in accordance with the Model Ordinance on the Construction and Operation of Places of Assembly) and registering with GEMA. All associated fees and costs, and any GEMA fees incurred for the accompaniment of the shows by sound and/or image carriers, shall be borne by the Client and settled directly with the competent body or GEMA. The Agency shall prepare a proper music plan with titles and performers and hand it over to the Organiser.
f)
A protected area and a storage facility for the lighting & sound equipment, as well as a stable power supply must be guaranteed. The client shall ensure the necessary power supply for the entire event. The Client shall be responsible for the power supply specified by the Agency. Unless otherwise agreed, the Client shall provide lighting and sound equipment appropriate for the event, as well as specialist staff to operate it.
g)
The Client shall organise outdoor events in such a way that they are also weatherproof or that it is possible to relocate them immediately to fixed premises so that they cannot be cancelled. If a cancellation nevertheless occurs, 100% of the agreed fee shall be paid.
h)
The client is obliged to take out liability insurance for the days of the event and to settle any claims through this insurance.
i)
The Client shall provide a contact person on site who can inform the Agency’s staff on site about any particularities concerning the course of the event days.
j)
The moderation texts for all project partners coordinated or represented by the Client shall be sent to the Agency no later than 1 week before the start of the show.
k)
One hour before the start of the first show, the Client’s security personnel shall bring the clothing to be presented on rolling racks to the dressing room near the stage. The Client’s security personnel shall guard the clothing to be performed during and between the shows and shall collect it from the dressing room after the last show and return it to the room provided for this purpose.
l)
Any cleaning costs for clothing provided shall be borne by the Client.
m)
Unless otherwise agreed, cleaning after the fashion shows as well as the dismantling of the stage incl. decoration and the dressing room must be borne by the client.
In principle, a firm booking can only be cancelled for good cause. This does not affect the possibility of cancellation by mutual agreement.
Important reasons are listed conclusively below:
1. gross breach of contract;
2. changes in the management, ownership or corporate circumstances of one of the contracting parties, after which the continuation of the contract can no longer objectively be expected of the other party.
3. important reasons for termination without notice by the agency are furthermore:
a. The non-fulfilment of payment obligations, in particular if the agreed fee and/or the agreed advance payments are not paid by the Client by the due date and are not made good within a reasonable period of time despite a reminder. A period of 3 working days shall be deemed reasonable. The same applies to outstanding payment obligations from a previous project.
b. damage to the agency or its reputation for which the client is responsible;
c. the cessation of operations, the application for the opening of insolvency proceedings or the submission of an affidavit (oath of disclosure) by the owner of the Agency.
In the event of cancellation or termination, the client shall be obliged to pay the following flat rates:
– from conclusion of the contract up to 10 weeks before the date of arrival for the event = 50 % of the agreed fee.
– 10 to 3 weeks before the date of arrival for the event = 75% of the agreed fee
– from 21 working days before the date of arrival for the event = 100% of the agreed fee.
The client retains the right to prove lower damages.
In the event of premature termination, the Client shall remain obliged to fulfil the contracts/orders concluded on its behalf by the Agency in accordance with para. 3.
In the event that the Agency is unable to perform due to illness of one or more models/artists, their owner or for other reasons for which it is not responsible, such as accident, strike, transport damage, transport delay or force majeure, the Client shall agree with the Agency on a replacement date for the performance of the event. In the event of staff shortages on the part of the Agency, the Agency shall endeavour to find an appropriate replacement. Only if, after these efforts have failed, it is not possible to carry out the performance on an alternative date shall both parties be released from their obligation to perform.
The customer shall – if possible – make complaints without delay while the event is still in progress. Complaints that are only asserted after the event has ended cannot be recognised – insofar as this is legally permissible.
In cases of intent or gross negligence on the part of the Agency or a representative or vicarious agent, the Agency shall be liable in accordance with the statutory provisions. Otherwise, the Agency shall be liable – insofar as legally permissible – only for injury to life, limb or health or for culpable breach of essential contractual obligations. The claim for damages for the violation of essential contractual obligations shall be limited to the foreseeable damage typical for the contract. In cases of gross negligence, our liability is limited to the foreseeable damage typical for the contract if none of the above exceptional cases apply.
Liability for damage caused by our performance to the client’s legal assets, e.g. damage to other property, is excluded altogether. This shall not apply in the event of intent or gross negligence or in the event of liability for injury to life, limb or health.
Unless otherwise agreed, invoices of the Agency shall be due for payment without deduction immediately after receipt of the invoice.
The contents of the contract and the contract sum shall be kept confidential from third parties. The contract may also not be made accessible to third parties – with the exception of the tax office and tax advisor.
All data and knowledge about the other contracting party resulting from the business relationship, in particular such data and knowledge which may be a trade secret and which are marked as such, shall be treated as strictly confidential by both contracting parties vis-à-vis third parties as well as vis-à-vis their own employees for whose work knowledge of such data is not absolutely necessary.
The client is not entitled to make direct arrangements with individual or all models/artists/service providers commissioned by the agency. All arrangements shall be made directly with the owner of the agency. The client undertakes to refrain from all attempts to poach individual or all models/artists/service providers with the aim of initiating direct cooperation between the model/artist/service provider for the duration of the order and after 3 years completion of the order.
The place of performance for our services is the registered office of the agency.
If the contractual partner is a merchant, the sole place of jurisdiction for all disputes arising from the contractual relationship shall be the Agency’s registered office.
German law shall apply.
Should individual provisions of these terms and conditions of business be invalid, this shall not affect the binding nature of the remaining provisions and the contracts concluded on the basis of them. The invalid provision shall be replaced by a valid one which comes closest to its meaning and purpose.
General Terms and Conditions for Freelancers and Service Providers(AGB)
§ 1 Self-employed activity
The freelancer – hereinafter referred to as F / D – and Fashion Time International GmbH – hereinafter referred to as FTINT – agree that the activity is self-employed.
The GTC’s shall apply in connection with the project-related contracts.
§ 2 Absence over a longer period of time
The F / D is requested to inform FTINT as early as possible about periods in which the F / D is not available for performances for more than one week, in cases in which the F / D cannot be reached by telephone for calls for the purpose of short-term engagements as well as about absences due to holidays. This shall serve the planning security of FTINT. The F / D shall, moreover, always endeavour to ensure his / her readiness for duty and availability.
§ 3 Confidentiality and surrender of documents
The F / D is obliged to maintain strictest secrecy about all business and operational matters which have become known to him/her or which become known to him/her, in particular about trade secrets of FTINT and to treat data which become known to him/her through his/her activity within the framework of the projects as strictly confidential. The F / D shall not pass on these data to other F / D and/or third parties. He/she shall maintain confidentiality about the internal data even after termination of his/her activity. The F / D undertakes to properly store all FTINT documents made available to him/her and to ensure that third parties cannot inspect documents concerning the company’s affairs. During the term of the employment relationship, it shall return these documents to FTINT upon request, after termination of the contractual relationship without being asked to do so.
§ 4 Declaration on Social Security Exemption, Accident, Third Party Liability
The F / D shall be responsible for all tax, social security and official matters arising from his/her activity. There is no insurance through FTINT. The F / D is solely responsible for health insurance and for taking out insurance against accidents and liability. It is the F / D’s responsibility to consult with his/her previous social security institutions to ensure that his/her work is exempt from social security contributions. Insofar as the fees paid for the performance of the F / D are subject to value added tax, FTINTT shall pay the F / D the statutory value added tax due thereon.
Insofar as FTINT assumes the costs for travel in the project-related contract, this shall in principle take place by public transport. If the participant wishes to travel by car or rental car, FTINT shall not be liable for accidents and/or slight and gross negligence (e.g. radar controls, parking prohibition etc.) which occur. This shall also apply if FTINT pays the F / D a travel flat rate or a distance-dependent remuneration.
§ 5 Rights, obligations and duties of the freelancer
The F / D shall receive remuneration for his/her services at a flat fee agreed in advance in the project-related contract. This lump-sum fee shall also cover all expenses of the F / D, in particular travel and accommodation costs, catering, clothing, etc., unless otherwise agreed in an individual contract. Prior to the performance, the F / D shall be available on time and rested at the performance venue.
During rehearsal and between shows, all are required to wear the Fashion Time T-shirt and/or sweatshirt. In case of non-wearing, the agency is entitled to withhold € 10 from the fee.
FTINT undertakes to create working conditions that ensure good preparation, to coordinate rehearsal times for the F / D and to prevent accidents, theft or other damage. FTINT shall not be liable for accidents, thefts or damages which the F / D suffers or causes to others in the course of his / her work, unless FTINT causes it or is responsible for it.
§ 6 Consequences of non-performance of the project
In the event of illness, accident or other prevention of the F / D for which the F / D is not responsible, the F / D shall be released from its obligations under § 5 of this contract. F / D shall thereby lose its right to remuneration. F / D shall use its best endeavours to ensure the appointment of a replacement of equal value and to inform FTINT of this as soon as possible. FTINT shall cooperate in the procurement of a replacement in its own interest.
If the F / D does not appear on time at the place of assignment without justification, a penalty for breach of contract in the amount of the fee agreed for the engagement shall be incurred. At the same time, the agency shall be entitled to provide for immediate replacement so that the project is not jeopardised. At the same time, the claim for remuneration of the F / D shall lapse. In the event of a culpable breach of contract by the F / D, FTINT reserves the right to assert a claim for damages.
In case of cancellation of the event for reasons beyond the control of both parties (e.g. force majeure: strike, fire, traffic accidents, wars, natural disasters etc.) the parties shall be released from their mutual obligations, i.e. no event and no payments.
§ 7 Competition clause, booking collisions
Contacts which have become known to the F / D through a business activity for FTINT may not be used by the F / D for his/her own activity without consultation with FTINT. In addition, the F / D shall at all times have the possibility of also accepting orders from other agencies.
In the event of a clash of dates of an optioning carried out by FTINT with other bookings, the F / D shall immediately inform FTINT about the clash of dates.
§ 8 Payment of remuneration
Payment of the remuneration shall be made after invoicing by the F/D by transfer to the account of the F/D. The F/D shall send the invoice to FTINT – separately for each project – granting a payment period of eight weeks from the respective project or order execution.
§ 9 Use of photo / video recordings by FTINT
Within the framework of the respective project-related engagement and the respective project-related contract issued, the fee paid for the performance shall in principle also cover any remuneration for a later utilisation of all photos and film and sound recordings made during the performance.
The F / D has been informed that a transfer of the rights to the image is necessary for a publication as well as the distribution of the photo and video recordings made by him/her. Therefore, the F / D hereby irrevocably agrees to an unrestricted, temporally and locally unlimited exploitation of these recordings, also for advertising purposes of any kind, in any form including the use in online media (with the exception of pornographic exploitation).
§ 10 Use of photo/video recordings by the F/D
Publications by the F/D himself/herself or by third parties shall require the prior consent of FTINT. However, the F/D shall be entitled to use the photos and videos created by FTINT and made available to the freelancer for private purposes as well as for the purpose of his/her own advertising, promotion or own presentation, provided that the use is not objectively detrimental to FTINT’s business. The parties shall support each other in preventing infringements of rights towards FTINT or the freelancer by third parties and in informing each other immediately.
§ 11 Inclusion in the database of FTINT
F / D agrees to the inclusion and storage of his/her personal data in the database of FTINT. The personal data, in particular the address and the private telephone number, may only be passed on by FTINT if F / D expressly agrees to this.