General Terms and Conditions

General Terms and Conditions for Agency Services Provided by neolog GmbH

1. Scope and General Provisions

1.1 The legal relationship between neolog GmbH, Tullastraße 58, 76131 Karlsruhe, Germany (hereinafter referred to as "neolog") and its contractual partner (hereinafter referred to as "customer") in connection with agency services provided by neolog shall be governed exclusively by these General Terms and Conditions (hereinafter referred to as "GTC"). General terms and conditions of the customer or third parties shall only apply insofar as neolog has expressly agreed to them in writing. In all other respects, general terms and conditions of the customer or third parties shall not become part of the contract, even if neolog provides deliveries or services without expressly contradicting them.

1.2 Pursuant to these General Terms and Conditions, the term consumer shall mean every natural person who enters into a legal transaction for purposes that predominantly are outside his trade, business or profession (Section 13 of the German Civil Code). The term entrepreneur within the meaning of these GTC means a natural or legal person or a partnership with legal personality who or which, when entering into a legal transaction, acts in exercise of his or its trade, business or profession (Section 14 of the German Civil Code). neolog generally only concludes contracts with such customers.

1.3 Even if this is not referred to again when concluding similar contracts for agency services, neolog's General Terms and Conditions shall apply exclusively in the respective version that can be retrieved and downloaded at www.neolog.com/gtc at the time the customer submits his/her declaration, unless the contracting parties agree otherwise in writing. neolog will inform the customer in due time of any amendments to its GTC.

1.4 All legally relevant declarations or advertisements to be submitted by the customer to neolog after conclusion of the contract, in particular also declarations and advertisements which are the subject of the GTC, must be submitted in writing in order to be effective. Declarations and/or advertisements in text form shall be deemed to satisfy the written form requirement when transmitted via fax or e-mail, unless an express agreement between neolog and the customer in individual cases specifies otherwise.

2. Offers and Conclusion of Contracts, Provision of Services

2.1. All offers from neolog are generally without obligation and non-binding, unless otherwise expressly stated by neolog. The mere provision of a cost estimate (price) by neolog to a customer is merely in accordance with an invitation by the customer to provide a cost estimate. It does not constitute a contractual obligation in terms of a binding offer. To become effective as such it still requires the formal acceptance and confirmation by neolog. The customer, on the other hand, shall be bound for two (2) weeks to declarations concerning the conclusion of contracts (contract offers). The contractual relationship is usually established either by signing an individual contract or by written order confirmation from neolog (hereinafter also referred to as "commission"), exceptionally by declaration in text form (postal mail, fax or e-mail) or through delivery or execution of the services by neolog on the basis of an offer.

2.2.  Scope and type of deliveries and services rendered by neolog shall be determined by the contract signed by both parties or by our confirmation of the order, individual contracts including their annexes and service specifications as well as our General Terms and Conditions. The following order of priority of the contractual documents shall apply:

a) individual contracts and/or order documents rendered by neolog;
b) annexes and service specifications;
c) if applicable special contractual terms;
d) the GTC.

2.3. Insofar as neolog transmits minutes of meetings to the customer following joint discussions on contractual matters, the provisions contained therein or changes to the scope of services or other contractual components are binding, unless the customer objects to them in writing within a period of three (3) working days after receipt.

2.4. The customer grants neolog freedom of design within the contractually stipulated framework for the fulfillment of the order.

2.5. neolog is not obliged to check the correctness of documents or information received from the customer.

2.6. neolog is only obliged to check the legal admissibility of services provided for advertising purposes (in particular with regard to competition and trademark law) if this has been expressly agreed. In particular, neolog is not responsible for the admissibility with regard to competition and trademark laws or the suitability for registration of ideas, suggestions, proposals, concepts, drafts or other work and/or services delivered as part of the order. neolog will notify the client of competition and trademark law concerns once they are known to neolog. The customer shall check the admissibility of the designs and other work under competition and trademark law independently and conscientiously.

2.7. Information provided and/or statements made by neolog on the contractual object as well as illustrations thereof (e.g. drawings, mock-ups and illustrations) are only approximate unless the usability of the contractual object for the contractually intended purpose requires exact conformity. The properties are not guaranteed properties. Deviations and adaptations which are customary in the industry and which occur due to legal regulations or represent technical improvements, as well as the replacement of parts of the service by equivalent services, are permissible provided that they do not impair the usability of the contractual object for the contractually agreed or intended purpose.

2.8. neolog is entitled to make appropriate partial deliveries or deliver partial work and/or services within a reasonable scope if these are useable for the customer within the contractual purpose, the delivery of the remaining work and/or service is ensured and if the customer does not encounter significant additional efforts or any additional costs as a result of the partial delivery or partial service.

3. Obligation to Deliver, Delivery and Service deadlines, Delays

3.1. The delivery obligations of neolog are fulfilled as soon as the work and services are dispatched. The risk of transport or dispatch (e.g. damage, loss, delay), regardless of which medium is employed, shall be borne by the customer.

3.2. Stated delivery deadlines and/or delivery dates as well as milestones and timelines are approximate and non-binding, unless they have been confirmed by neolog in writing and expressly declared to be binding.

3.3. Firmly agreed delivery and service deadlines shall commence no earlier than upon the customer’s fulfillment of all cooperation obligations (i.e. procurement of documents, approvals, provision of information, etc.) necessary to execute the services. In the event that the customer does not comply with the aforementioned obligations after delivery and service deadlines have been firmly agreed, neolog is entitled to postpone or prolong deadlines for deliveries and services affected thereby until the date by which the customer has performed all his duties of cooperation respectively.

3.4. Binding deadlines as well as delivery and service deadlines are subject to correct and timely self-delivery by neolog's suppliers or third parties (e.g. advertising material manufacturers, graphic artists). This shall not apply if neolog is responsible for the non-delivery or delayed delivery by its suppliers, in particular if neolog has not concluded a congruent covering transaction. neolog shall inform the customer immediately of the non-availability of the contractual items concerned.

3.5. Should neolog be delayed in executing its services due to reasons attributable to neolog, then neolog should be granted an appropriate grace period of extension (usually ten (10) working days).

3.6. In case of unforeseen impediments, particularly events of force majeure such as – but not limited to – mobilization, war, acts of terrorism, political turmoils or the like (e.g. operational disruptions, difficulties in procuring materials, delay in transit, strikes, lock-outs, lack of manpower, energy or raw materials, difficulties in procuring necessary permits from the authorities), neolog is exempt from fulfilling its contractually agreed deadlines and dates until the respective impediment has been remedied. Insofar as neolog is unable to fulfill its contractual obligations due to aforementioned impediments for more than a temporary duration, neolog is entitled to rescind (i.e. terminate and withdraw) from the contract.
The same right applies to the customer: if accepting the agency’s services becomes unreasonable due to the aforementioned impediments, the customer may refuse it.

4. Obligations of the Customer; Content-related Responsibility

4.1. The customer must fulfill all of his duties to cooperate and contribute in the execution of the contract free of charge and in good time, in particular to provide all necessary data and documents. Suggestions by the customer or other promotional measures shall not constitute joint authorship. Creative contributions rendered by the customer do not lead to a reduction in neolog's contractual rights and claims, unless otherwise expressly agreed.

4.2. In addition, the customer must notify neolog immediately of all circumstances that are of significance for the fulfillment of its services, including and in particular if such circumstances become known only during the performance.

4.3. Should neolog have to repeat its work or should the completion of the order be delayed due to the customer’s incorrect, incomplete, late or subsequently altered information, the customer shall bear the additional costs incurred thereby.

4.4. The customer shall thoroughly assess and examine the contractual objects for defects before commencing with their commercial use.

4.5. The customer is responsible for ensuring that the documents and materials made available to neolog for the execution of the agency services have been checked with regard to copyrights, trademarks, designations or other rights of third parties and that the customer or neolog is entitled to use them respectively. This also applies to the provision of necessary consent from the authors and other persons who have rights to the content, as well as in the case of images of copyrighted works (including buildings) or natural persons as well as for the necessary consent of these authors or the persons depicted, and in case of minors, also from their legal guardians. Insofar as claims are asserted against neolog due to the violation of such third-party rights, the customer undertakes to indemnify and hold harmless neolog from and against all resulting damages, expenses and other costs. Indemnification also covers the costs of necessary legal defence.

4.6. Furthermore, the customer shall be responsible to check the legal compliance of the agency’s work prior to their use to ensure that they are legal and allowed under competition law and trademark law, unless otherwise agreed. neolog shall inform the customer of obvious legal risks, insofar as these become known to neolog during preparation, but shall neither be entitled nor obliged to provide legal or tax advice in individual cases.

4.7. neolog is entitled to terminate the contract with the customer after setting a reasonable deadline if the customer is in default with his contractual obligations (cooperation and contribution) or with the acceptance of the delivered service. Reimbursement of damages and additional expenses incurred as a result shall remain unaffected.

5. Presentations/Pitches

5.1. If an order is not commissioned to neolog after a presentation or a pitch, all agency services provided up to that point (in particular the presented drafts, works, ideas and concepts) shall remain the property of neolog i.e. neolog will retain the respective exploitation rights. In this case, the customer is obliged to immediately return to neolog all documents and materials handed over to the customer on the occasion of or for the purpose of the presentation/pitch. The customer is not entitled to use, process or otherwise deal with these documents and materials and/or other services provided by neolog – no matter in what form – as the basis for developing, establishing or producing his own materials. neolog is at liberty – in compliance with existing confidentiality obligations – to use the presented work results for other orders and/or customers.

5.2. If the customer or any third party acting with the customer's consent uses the work results provided by neolog for respective presentations/pitches, e.g. if these are published and/or reproduced, the customer is obliged to pay the remuneration in accordance with the offer submitted by neolog for respective agency services or, in the absence of such an offer, to pay the usual market fee. neolog reserves the right to assert further claims.

6. Cost estimates, Quotations

6.1. neolog’s shall also be entitled to remuneration for cases in which respective services and/or expenses and/or costs have not previously been estimated by neolog or for which neolog has not submitted a quotation.

6.2. Cost estimates and cost calculations made by neolog prior to the concrete offer are not binding. Actual costs exceeding the costs specified in the respective cost estimate/offer submitted by neolog by up to 10% shall from the outset be deemed as accepted by the customer. In case it becomes evident that the actual costs should likely exceed preliminary cost calculations or the cost estimate/offer by more than 10%, neolog will notify the customer immediately.

6.3. Cost estimates for services rendered by third-parties, which are not vicarious agents of neolog, will only be passed on to the customer by neolog acting merely as an intermediary. neolog will not be  responsible for the correctness of nor assume any liability for respective content.

6.4. If an order is not commissioned to neolog, neolog reserves the right to charge a reasonable fee for the preparation and establishment of detailed cost estimates.

7. Assignment of Third Parties

7.1. Unless otherwise agreed, neolog shall be entitled to render the respective contractual services owed either with its own ressources or by commissioning third parties as vicarious agents. The customer may only object to the engagement of third parties for good cause.

7.2. Insofar as the involvement of third parties (e.g. lawyers, photographers, models, designers, programmers, manufacturers of advertising materials, printers, couriers) is necessary to fulfill services that exceed the scope of services commissioned to neolog, the customer shall generally commission these on the customers own accord.

7.3. Unless the customer exceptionally does not commission third parties himself, neolog shall – after prior consultation with the customer – award contracts to third parties with the diligence of a prudent businessman in the advertising industry on behalf and for the account of the customer. neolog shall check the cost invoices of third parties for correctness and accuracy of content only.
Insofar as neolog commissions services on behalf and for the account of the customer to third parties which do not form part of neolog’s commissioned scope of services, the respective contractors shall not be regarded as vicarious agents working on behalf of neolog. If neolog has made advance payments for the services of third parties, the customer must upon request reimburse neolog for the costs incurred immediately.

7.4. For the selection, commissioning, instruction and monitoring of third parties who are not vicarious agents of neolog, neolog shall receive a handling fee amounting to 10% of the respective order value.

7.5. The customer shall only place further and/or additional orders related to the order and/or services commissioned to neolog to other agencies or other third parties (hereinafter referred to as "preliminary services") after consultation and agreement with neolog. The customer shall coordinate respective preliminary services performed by third parties in such a way that delays, waiting times and/or additional expenses are not incurred for neolog. neolog shall not be responsible for third parties performing the preliminary services nor be subjected to any obligations to check and/or notify the customer regarding the content of these preliminary services.

8. Remuneration, Reimbursement

8.1. The customer must pay the agreed remuneration for the agency services covered by the contract.

8.2. Unless expressly agreed otherwise, the remuneration pertains to the actual expenditure incurred and is based on neolog’s hourly rates and price lists valid at the time of conclusion of the contract. Fixed prices shall be agreed separately, in particular fixed prices calculated on the basis of a matrix of usage factors.

8.3. Insofar as neolog creates concepts and presentations (e.g. for sales presentations/pitches), these are subject to a charge, unless expressly agreed otherwise.

8.4. Additional or special services that are not expressly included in the respective scope of services agreed upon are to be remunerated separately.

8.5. If the customer terminates the contractual relationship after placing the order and before the order has been completed, the customer shall be obliged to pay the agreed remuneration. The remuneration shall be reduced by the amount corresponding to the expenses saved by neolog through non-execution or respective termination of the order.

8.6. The customer shall reimburse neolog in the amount proven in each case for third-party and ancillary costs as well as other expenses and costs incurred for the purpose of fulfilling the contract or resulting as a necessary consequence in executing the order. This includes, in particular, costs for communication, shipping, travel, accommodations and taxi transfers, expenses, disbursed costs for third party services as well as other expenses (e.g. fees for GEMA/Performing Rights Society and the like), social security contributions for artists, customs, etc.). neolog is entitled to demand advance payments to cover respective costs.

9. Terms of Payment

9.1. Unless expressly stated otherwise, prices and remunerations are quoted in Euro (EUR) net plus VAT at the statutory rate applicable at the time of invoicing. Furthermore, the prices for delivery items do not include shipping costs and packaging as well as any applicable customs duties, fees and other public charges.

9.2. Unless otherwise agreed, invoices issued by neolog are due for payment without discount by the customer immediately after receipt of the invoice. Discounts are not granted. The customer is obliged to make payments at his own expense and risk.

9.3. Unless otherwise agreed, neolog is entitled to invoice the services rendered at the end of each month upon delivery of the work results or
– if these have not yet been rendered in full – to invoice the services actually rendered at the end of each month. In case of rendering partial services, these do not have to be in a form that can be utilized by the customer.

9.4. Even without a reminder, the customer shall be deemed in default of payment thirty (30) days after receipt of the invoice. In the event of a default in payment, neolog shall be entitled to charge default interest at the statutory rate. neolog reserves the right to claim a higher interest loss and compensation for other damages.

9.5. If the customer is in default of payment, neolog is entitled to suspend any ongoing work until the outstanding amount has been paid.

9.6. In the case of new customers or, if circumstances become known to neolog after the conclusion of the contract which are likely to significantly reduce the creditworthiness of the customer and through which the payment of neolog's outstanding claims from the respective contractual relationship by the customer appears endangered, neolog is entitled to require prepayment or provision of security before providing or delivering still outstanding agency services

10. Default Interest, Set off, Prohibition of Assignment, Retention

10.1. The customer may only set off claims that  are undisputed, ready for decision or have been established by a court. The customer shall only be entitled to a right of retention or the defence for an unfulfilled contract within this contractual relationship and only in case that the customer's counterclaim is undisputed, ready for decision or has been established by a court.

10.2. Except in the case of assignment of monetary claims, the customer is not entitled to assign or transfer his rights and obligations from the order in whole or in part to third parties without the consent of neolog.

11. Acceptance; Retention of Title

11.1. Insofar as an acceptance procedure is required by statutory regulations or the performance of an acceptance procedure is expressly agreed between the contracting parties, deliveries and services shall be deemed to have been accepted if:a) the contractual items have been handed over to the customer and – in case neolog is also responsible for the installation of the contractual items – the installation has been completed,b) neolog has notified the customer of the readiness for acceptance with reference to the fiction of acceptance in accordance with this section and has requested acceptance, andc)

(i) fourteen (14) working days have elapsed since the request for acceptance without the
customer having issued a notice of defects giving cause to preventing acceptance,

(ii) the customer has paid the agreed remuneration, or

(iii) the customer has commenced with the business and/or commercial utilization of the contractual object.

11.2. The rejection of acceptance shall only be permissible on the grounds of material defects which cancel or severely restrict the usability of the contractual object for the agreed or presumed purpose.

11.3. The above provisions shall apply mutatis mutandis to partial deliveries. By the acceptance of partial deliveries, the customer declares his agreement with the respective part of the service; the acceptance of partial deliveries has the effects of an acceptance in the legal sense
(§ 640 German Civil Code). For acceptance of subsequent partial deliveries, only those parts of the deliveries are subject to assessment that have not yet been examined and accepted as well as the interaction of these parts with the previously accepted work results. Already completed assessments and acceptance of partial deliveries in the past remain unaffected by the success of subsequent assessments for final acceptance.

11.4 Ownership of delivered items (e.g. printed materials) shall not pass to the customer until payment has been made in full.

12. Cancellation

12.1. In case of continuing obligations without a fixed contract termination, each contract party may, unless otherwise agreed, terminate the individual contract with a three (3) months' notice to the end of a contractual year or – however the case may be – the minimum term of an individual contract.

12.2. neolog is entitled to terminate the contract for an important reason prior to completion of the  order. An important reason shall be deemed to exist in particular if

a) the customer violates essential obligations of the contract, in particular payment and cooperation obligations, e.g. if the customer is in default for more than two (2) weeks with a more than an inconsiderable amount of the agreed payment,
b) there are justified doubts regarding the customer's capacity to pay and despite neolog's request, the customer fails to make any advance payments or provide any security within the specified deadlines,
c) the customer is insolvent or insolvency proceedings have been applied for, filed or rejected for lack of assets.

12.3. Any notice of termination must be rendered in writing.

13. Grant of Rights

13.1. All rights of neolog to work results created within the scope of the agency services (e.g. drafts, graphics, print templates, concepts, ideas etc.; hereinafter referred to collectively as "work results") including – but not limited to – preliminary work and intermediate stages, in particular proprietary rights, industrial property rights, copyrights and ancillary copyrights as well as brand rights, trademark rights and name rights, shall remain exclusively with neolog even after delivery to the customer, unless otherwise expressly regulated in individual contracts or in the following paragraphs.

13.2. In the absence of an agreement to the contrary, the customer shall – subject to the condition precedent to full payment of the remuneration agreed for the respective individual contract – be granted the non-exclusive, indefinite and irrevocable right to work results, to use such work results for the customer's own business purposes as agreed or presupposed by both contractual partners as well as for the customer's affiliated enterprises in accordance with §§ 15 et seq. of the German Stock Corporation Act (AktG) and to make the necessary copies required for this purpose. All rights beyond this, in particular the right to edit, modify, distribute including renting and making the contractual objects publicly accessible, shall remain with neolog. In particular, work results may only be edited or modified or translated with neolog's prior written consent.

13.3. Proprietary rights, industrial property rights and rights of use of the work results produced by neolog – irrespective of the scope of the grant of rights – are in any case only transferred to the customer upon full payment as specified in the respective individual contract.13.4. Forwarding granted rights of use to third parties and/or for multiple uses as well as granting sublicenses is, unless otherwise contractually agreed, subject to a fee and for each case requires the prior written consent by neolog.

13.5. Insofar as it is necessary to obtain the rights of third parties (e.g. photographers, producers, models, etc.) to execute the production and/or implementation of communication measures, neolog will undertake to obtain these rights from third parties at the customer's expense. The customer shall instruct neolog beforehand in writing as to the scope of the rights to be obtained. If the customer does not make a declaration within a reasonable period of time, neolog shall obtain the rights of third parties to the extent required for implementing the contract in accordance with Section 13.2.

13.6. With regard to image processing, the customer will receive only images that have been finalized and edited. There is no disclosure of links or source codes.

13.7. Legal claims of authors for a subsequent increase of compensation pursuant to §§ 32, 32a UrhG are at the expense of the customer. The customer exempts neolog from such claims for subsequent compensation upon first request.

13.8. The customer will not receive any rights of use for work results rejected or not released by the customer. neolog is free to use such work results for other purposes at its own discretion while maintaining its confidentiality obligations.

13.9. Upon request and free of charge, neolog has the right to obtain information from the customer about the customer’s use of contractual objects created and/or delivered by neolog, in particular with regard to the scope of use and the types of use.

13.10. neolog may appropriately and in line with industry practice sign advertising media developed for the customer and may use the work results created for the customer for purposes of self-promotion after publication for an unlimited period of time, in particular as reference on neolog’s Internet homepage, the Facebook presence and the neolog YouTube channel as well as for presentations and for submission in competitions, without the customer being entitled to any remuneration for this. In addition, neolog is entitled to name the customer as a reference and to use the customer's company logo for this purpose, unless the customer has expressly objected to this in writing.

14. Warranty

14.1. The customer must check the services provided by neolog immediately upon receipt, but in any case before the first use, and notify any defects in writing immediately after discovery. If the immediate inspection or notification of defects is neglected, the customer shall have no right to claim warranty with regard to obvious or known defects including consequential defects resulting therefrom.

14.2. If there is a defect for which neolog is responsible, neolog may, at its own discretion, remedy the defect (repair/correct) or provide a replacement. In the case of correcting, neolog is entitled to the right to two corrections within a reasonable period of time.

14.3. The customer shall support neolog in determining and remedying the defect and shall grant immediate access to the documents from which the detailed circumstances of the occurrence of the defect arise. Unless otherwise expressly agreed, the templates and/or originals shall remain with neolog.

14.4. The customer’s warranty claims shall lapse if the customer modifies neolog’s work results without authorization, unless the customer can prove that the modification made by the customer has no influence on the defect. Without neolog’s consent, its work results may not be changed.

14.5. neolog will notify the customer with the diligence of a prudent businessman in the advertising industry about obvious risks and will guarantee – with regard to the services the customer is to perform – that the customer is granted the rights contractually agreed – or, in the absence of such an express agreement – to the extent necessary for the execution of the contract in accordance with section 13.2. Furthermore, the customer shall be solely responsible for the legal admissibility of the content and the design of the respective advertising measure, in particular for the factual statements contained therein referring to the customer's products and services.

14.6. If the customer carries out an advertising measure despite concerns raised by neolog or indications given about obvious risks, or if the customer instructs neolog in writing to do so, the customer must indemnify neolog upon first request in the event of claims by third parties (e.g. for injunctive relief and/or indemnity) and reimburse neolog for all damages, expenses and costs resulting from the claim.

14.7. If a customer's request for the remedie of defects turns out to be unjustified, neolog reserves the right to invoice thereby incurred costs based on neolog's price list valid at the time.

15. Liability

15.1. neolog is liability to the customer for damages and the reimbursement of futile expenses, regardless of the legal grounds, even when due to impossibility or due to the delay with an obligation to perform as well as in the case of defects and/or tort, shall be limited to the following extent:

a) in case of willful misconduct and gross negligence to full amount;
b) in case of simple negligence, only if related to a breach of a material contractual obligation without which the the proper achievement of the purpose of the contract would be endangered and upon whose observance the customer may regularly rely (so-called cardinal duty), i.e. limited to compensation for foreseeable typically arising damage.

15.2. In the cases mentioned in section 15.1 b), liability is limited to EUR 10,000.00 per damage and to a maximum of EUR 20,000.00 arising out of the contract or, if its value is higher, limited to the amount the customer paid for neolog's deliveries and services as governed by these GTC (for recurring services within the twelve (12) months prior to the last liability case).

15.3. If neolog's liability for damages is excluded or limited, this also applies to neolog’s other corporate bodies, legal representatives, employees and/or vicarious agents.

15.4. Liability for damages resulting from injury to body, life or health, guaranteed properties (features) and in pursuant to the Product Liability Act, shall remain unaffected by the above provisions.

16. Limitation Period

16.1. The limitation period for all claims of the customer for defects pertaining to deliveries and/or services as well as for all claims for damages and reimbursement of futile expenses incurred shall be one (1) year. This shall not apply if a defect exists in a third party’s right in rem on the basis of which the third party can demand surrender of the contractual items concerned. The limitation period shall commence in accordance with the applicable statutory provisions and – in the case of a maximum statutory period – shall commence no later than five (5) years after the claim has arisen.

16.2. The statutory limitation of claims against neolog due to intentional or grossly negligent breaches of duty, in case of fraudulent concealment of a defect as well as in the case of damages resulting from injury to life, body or health as well as in accordance with the Product Liability Act, shall remain unaffected.

17. Confidentiality

17.1. The contracting parties mutually commit themselves to keep confidential all information – data and documents, in particular those which are expressly designated as confidential or which are clearly recognizable in the light of respective circumstances as being business or trade secrets as defined by sections 17 and 18 of the Federal Law Act Against Unfair Competition (Disclosure of trade and industrial secrets, Use of models) – which they become aware of in connection with the respective contractual relationship and to extend this obligation for a period of two years after termination of the cooperation as well as not to make these accessible to third parties. This shall also apply should the order in question not be executed respectively.

17.2. The customer shall make confidential information accessible only to those employees, who require access for the performance of their duties. The customer shall inform these persons of the necessity to maintain the confidential information confidential.

18. Privacy Policy

18.1. The customer confirms that the personal data transmitted by him or at his instigation by third parties to neolog has been collected and processed in accordance with the relevant data protection regulations, that any necessary consent has been obtained from the parties concerned and that the use of the data by neolog within the scope of the customer’s commission does not violate any data protection regulations or exceeds the scope of any consent granted respectively.

18.2 The customer is hereby informed that neolog processes the customer’s data as well as the data of the customer’s employees to the extent necessary to fulfill the contract and on the basis of respective data protection regulations. Especially when processing personal data, neolog’s employees will be committed to their data secrecy obligation in writing.

18.3 The contracting parties conclude an agreement for data processing on the grounds of existing statutory requirements which satisfy the applicable statutory requirements for each case. In the event of contradictions between these GTC and the agreement for data processing, the latter shall prevail.

19. Final provisions

19.1. No modification, amendment, or waiver of any provision of this contract shall be effective unless the same shall be in writing. This also applies to a change and/or waiver of the written form requirement.

19.2. The place of fulfillment for all obligations of the contractual partners, including the customer's obligation to pay, is Karlsruhe, Germany.

19.3. If the customer is a (registered) merchant, a legal entity under public law or a special fund under public law, the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Karlsruhe. The same applies if the customer does not have a general place of jurisdiction in Germany. neolog is, however, also entitled to sue at the customer's registered office or at any other permissible place of jurisdiction.

19.4. The law of the Federal Republic of Germany shall apply. The application of the CISG (Convention on Contracts for the International Sale of Goods) shall be ruled out.

19.5. The contract language is exclusively German. Translations of these GTC into languages other than German are intended solely as a convenience to the non-German-reading customers. Any discrepancies or differences that may arise in translations of the German versions of our GTC are not binding and have no legal effect for compliance or enforcement purposes. The German language version of neolog’s GTC’s – and not its translation(s) – will govern in the event of a conflict between the German language version and the translation(s).

19.6. If individual provisions of these GTC be partly or fully invalid, the validity of the remaining provisions of these GTC shall not be affected.  If need be, the contractual partners are obliged to replace the invalid provision with a valid provision that comes as close as possible to the intended meaning of the invalid provision. The same shall apply respectively to contractual omissions and/or loopholes.

Edition: November 2019