1 Validity of the terms and conditions

The services, deliveries and offers of TMC Amplio GmbH (hereinafter referred to as the Agency) to the contractual partners (hereinafter referred to as the Customers) are provided exclusively on the basis of these Terms and Conditions. They shall therefore also apply to future business relationships, even if they are not expressly agreed again. Deviations from these terms and conditions shall only be effective if confirmed in writing by the Agency.

2. property rights and copyright protection

All services of the agency (e.g. ideas, concepts for events, supplied images, graphics, texts etc.) and also individual parts thereof shall remain the property of the agency or are protected by copyright. By paying the fee, the customer only acquires the right of use for the agreed purpose. Unless otherwise agreed with the Agency, the Client may only use the Agency's services itself, exclusively in Germany, and only for the duration of the contract. Changes to the Agency's services by the Client are only permitted with the express consent of the Agency and - insofar as the services are protected by copyright - of the author. The Agency's consent is required for the use of the Agency's services beyond the originally agreed purpose and scope of use, irrespective of whether these services are protected by copyright. The Agency and the author shall be entitled to separate appropriate remuneration for this. The Agency shall retain title to the delivered goods until the claim for the delivered goods has been satisfied in full. If the customer is a legal entity under public law, a special fund under public law or an entrepreneur who is acting in the exercise of his commercial or self-employed activity when concluding the contract, the retention of title shall also remain in force for claims of the Agency against the customer arising from the ongoing business relationship until all claims to which the Agency is entitled against the customer have been settled. During the existence of the retention of title, the customer may not sell the goods (hereinafter: goods subject to retention of title) or otherwise dispose of the ownership thereof. If third parties - in particular bailiffs - seize the goods subject to retention of title, the customer shall draw attention to the Agency's ownership and inform the Agency immediately so that the Agency can enforce its ownership rights. In the event of behaviour by the customer in breach of contract, in particular default of payment, the Agency shall be entitled to demand the return of the reserved goods at the customer's expense, provided that it has withdrawn from the contract.

3 Offer prices

Unless otherwise stated, the Agency shall be bound by the prices quoted in its offers for 30 days from the date of the offer. The prices quoted shall be decisive, plus the respective statutory value added tax. Additional deliveries and services shall be invoiced separately. Unless otherwise agreed, prices are quoted carriage paid to the Agency's registered office, including normal packaging.

4 Payment

All invoices are due for payment net (without deduction) immediately, unless otherwise agreed. If the customer defaults on payment, the Agency shall be entitled to charge interest from the relevant date at the rate charged by commercial banks for open overdraft facilities plus statutory VAT. These shall be set at a lower rate if the customer can prove a lower charge. The customer shall only be entitled to set-off, retention or reduction, even if complaints or counterclaims are asserted, if the counterclaims have been legally established or are undisputed. However, the customer is also entitled to withhold payment due to counterclaims arising from the same contractual relationship.

5 Cancellation

The customer is entitled to terminate the contractual relationship with the agency at any time with a notice period of three months. However, premature cancellation of the contractual relationship shall oblige the customer to pay the agreed fees or any advance payments already made. The contracting parties expressly agree that a reduction of the fee due to expenses saved by the agency is excluded. In addition, both contracting parties shall have the right to extraordinary cancellation. The agency shall be entitled to this right in particular if the agreed fee is not paid by the client by the due date. Furthermore, if budget services within the scope of the contractual agreement are not paid despite a request to do so. The notice of cancellation must be in writing to be effective.

6 Delivery times

Delivery dates or deadlines, which can be agreed as binding or non-binding, must be in writing. In the event of delays in delivery for which the agency is responsible, the period of grace to be set by the customer shall be set at 2 weeks, which shall commence upon receipt of the grace period by the agency.

7 Dispatch and transfer of risk

The risk shall pass to the customer as soon as the consignment has been handed over to the person carrying out the transport or has left the Agency's premises for dispatch. If dispatch is delayed at the customer's request, the risk shall pass to the customer upon notification of readiness for dispatch.

8 Warranty

If the delivery item is defective or lacks warranted characteristics, the Agency shall, at its discretion and to the exclusion of any other warranty claims by the customer, deliver a replacement or rectify the defect. Multiple rectifications are permitted. If the repair or replacement delivery fails after a reasonable period of time, the customer may, at his discretion, demand a reduction in the price or cancellation of the contract.

9 Liability

By authorising the work, the customer assumes responsibility for the accuracy of the image and text. The agency shall only be liable for the legal feasibility of the concept to the extent that it observes the general provisions of competition law and takes into account any existing personal rights and the rights of third parties of which it is aware. It is not obliged to carry out any further checks, e.g. for third-party property rights. The customer shall be solely liable if rights, in particular copyrights of third parties, are infringed by the execution of his order. The customer shall indemnify the agency against all third-party claims arising from such an infringement. Insofar as the agency commissions external services on behalf of and for the account of the customer, it shall not be liable for the services and work results of the commissioned service providers. If, in exceptional cases, the customer delegates approval in whole or in part to the agency, the customer shall release the agency from liability. Claims for damages against the Agency, irrespective of the legal grounds, in particular due to impossibility, delay, defective or incorrect delivery, positive breach of contract, culpa in contrahendo and tort, shall be excluded - insofar as culpability is involved in each case - unless the Agency has acted with intent or gross negligence. Any liability shall be limited to the damage foreseeable at the time of conclusion of the contract. In the event of liability for simple negligence, the obligation to pay compensation in the event sector shall be limited to an amount of EUR 5,000,000 per claim (corresponding to the current sum insured under its product liability insurance or liability insurance). The above exclusions and limitations of liability shall apply to the same extent in favour of the agency's bodies, legal representatives, employees and other vicarious agents. The limitations of liability shall not apply to the Agency's liability for intentional behaviour, for guaranteed characteristics, for injury to life, limb or health or under the Product Liability Act. Furthermore, liability for the breach of obligations whose fulfilment is essential for the proper execution of the contract and on whose compliance the customer may regularly rely shall remain unaffected.

10 Data protection and processing of personal data on behalf of the customer

We process your personal data for the fulfilment of the contract or for the implementation of pre-contractual measures at the request of the data subject in accordance with Art. 6 para. 1 lit. b GDPR.

If you or third parties commissioned by you provide us with personal data of other persons who do not fall within the scope of order processing, the processing is carried out within the scope of our legitimate interest in accordance with Art. 6 para. 1 lit. f GDPR. Our legitimate interest lies in the processing of the data transmitted or collected in the course of the activity for the fulfilment of the contract or for the processing of the respective purpose.

It may be necessary for us to pass on your personal data or personal data provided by you to third parties. Recipients include, for example, independently responsible parties necessary for the fulfilment of the contract, specialised service providers and postal and transport service providers. If a service provider is involved in the processing and this constitutes order processing within the meaning of Art. 28 GDPR, we conclude a corresponding agreement with this service provider to ensure compliance with data protection requirements. In doing so, we ensure that the data transfer is secure and limited to the necessary minimum.

We also process personal data that is not absolutely necessary for the fulfilment of the contract, but is processed within the scope of our legitimate interest in accordance with Art. 6 para. 1 lit. f GDPR. This includes, in particular, information that facilitates communication and cooperation (e.g. preferred contact times) or corresponds to the usual customs of business correspondence (e.g. salutation, title). Our legitimate interest here lies in optimising our customer relationships and ensuring that our collaboration runs smoothly.

Personal data is processed and stored for as long as this is necessary for the fulfilment of the purpose or due to legal requirements. Storage for compliance with legal obligations is based on Art. 6 para. 1 lit. c GDPR.

Further information about the processing of your personal data, the contact details of the controller and the data protection officer as well as your rights as a data subject (including the right to lodge a complaint with the supervisory authority) can be found at https://tmc-amplio.de/datenschutz/ or can be requested using the known contact details.

Commissioned processing: If the processing of your data constitutes commissioned processing and no individual agreement on commissioned processing has been concluded, our framework agreement on commissioned processing in accordance with the GDPR together with the associated annexes and overarching technical and organisational measures (TOM) shall apply. These documents can be accessed at https://tmc-gmbh.de/de/dsgvo or requested using the known contact details.

11 Limitation period

The limitation period for claims and rights due to defects - regardless of the legal grounds - is one year. This limitation period shall also apply to other claims for damages against the agency, irrespective of their legal basis. It shall also apply if the claims are not related to a defect. The limitation period shall apply with the following proviso: The limitation period shall generally not apply in the case of wilful intent. The period shall also not apply if the agency has fraudulently concealed the defect or if the agency has assumed a guarantee for the quality of the delivery item. The limitation periods shall also not apply to claims for damages in cases of injury to life, limb or health or freedom, in the case of claims under the Product Liability Act, in the case of a grossly negligent breach of duty or in the case of culpable breach of material contractual obligations. The limitation period for all claims for damages shall commence upon acceptance. Insofar as this provision refers to claims for damages, claims for compensation for futile expenditure are also included. Unless expressly stipulated otherwise, the statutory provisions on the commencement of the limitation period, suspension of expiry, suspension and recommencement of time limits shall remain unaffected. A change in the burden of proof to the detriment of the customer is not associated with the above provisions.

12 Correction and production monitoring

Correction samples must be submitted to the Agency before the start of production. Production shall only be monitored by the Agency on the basis of a special agreement. If such an agreement exists, the Agency shall be authorised to make the necessary decisions and issue instructions. Up to five flawless copies of all reproduced work (an appropriate number in the case of valuable pieces) shall be provided free of charge. The agency is authorised to use these samples for the purpose of self-promotion.

13. right to advance payment

The agency regularly places orders with subcontractors (printing/lithography company). Orders shall be placed in the name and for the account of the Agency, which may demand an advance payment of 50% of the order amount from the customer in return.

14. additional services

Changes to drafts, the creation and submission of further drafts, changes to artwork and other additional services (manuscript revision, production monitoring, etc.) shall be charged separately on a time and material basis. Insofar as the agency, at the request of the client

15. presentation

The development of conceptual and creative proposals by the Agency with the aim of concluding a contract with the Customer shall be carried out against payment of a separately agreed fee (presentation fee), notwithstanding any provisions to the contrary in individual cases. Copyright, utilisation and ownership rights to the work presented by the Agency shall remain with the Agency despite the charging of a presentation fee. If the Agency does not receive an order after participating in a presentation, all services of the Agency, in particular their content, shall remain the property of the Agency. The client is not authorised to use these further - in any form whatsoever. The documents must be returned to the Agency immediately upon request.

16. confidentiality obligation

The Agency shall be obliged to maintain confidentiality with regard to all business secrets of the Customer of which it becomes aware in the course of the co-operation.

17 Applicable law. Place of jurisdiction. Partial invalidity

The law of the Federal Republic of Germany shall apply to these terms and conditions and the entire legal relationship between the Agency and the Customer. If the customer is a registered trader within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Paderborn. Should a provision in these terms and conditions or a provision within the framework of other contractual agreements be or become invalid, this shall not affect the validity of all other provisions or agreements. In such a case, the contracting parties are obliged to replace the invalid provision in accordance with the spirit of the contract by mutual agreement with another provision by which the intended purpose of the contract can be achieved in a legally permissible manner, insofar as this is possible.

Status: March 2025