Terms & Conditions

§ 1 Scope of Application

1. These General Terms and Conditions (hereinafter referred to as “GTC”) apply to the provision of services by PAD Communications GmbH (hereinafter referred to as “PAD”) within the framework of the business relationship between PAD and the contractual partner (hereinafter referred to as the “Client”). They also apply to all future business relationships with the Client. This applies even if they are not expressly agreed upon again.
2. Conflicting terms and conditions of the Client or terms deviating from PAD’s GTC shall not be recognized unless PAD has expressly agreed to their validity in writing. PAD’s GTC shall also apply if PAD performs the services for the Client without reservation despite being aware of conflicting terms or terms of the Client deviating from these GTC.
3. All agreements on services made between PAD and the Client are set out in writing in the contracts concluded between PAD and the Client. Deviating agreements made between PAD and the Client must be set out in text form in the relevant contract and any supplementary agreements.
4. These GTC apply only to entrepreneurs within the meaning of Section 14 (1) of the German Civil Code (BGB) as well as to legal entities under public law and special funds under public law within the meaning of Section 310 (1) BGB. An entrepreneur in this sense is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity.

§ 2 Conclusion of Contract

1. Offers made by PAD may be accepted within 14 days, unless otherwise stated in the offer.
2. If PAD has provided the Client with a cost estimate, this does not constitute an offer. Based on this, the Client may submit an offer, which PAD may, at its discretion, accept within 14 days of receipt.
3. In addition to the offer and its annexes, the basis for the commissioning is the briefing to be provided by the Client to PAD, unless otherwise agreed. This must be provided in text form (e.g., email). The briefing must be available before the commencement of the service provision.
4. Any change and/or addition to the scope of services must be agreed between the parties in text form.  Any additional costs shall be borne by the Client.
5. Unless expressly agreed otherwise, PAD does not owe the Client the creation of a work or a specific result in the agreed service design (e.g., a specific number of new customers or customer inquiries).
6. PAD is free to have services performed by vicarious agents, subcontractors, or third-party providers (e.g., freelancers).
7. The Client undertakes to provide all cooperation required for the services without delay upon request by PAD or as agreed.
8. If PAD is prevented from providing the agreed services and the reasons for this originate from the Client’s sphere, PAD’s claim to remuneration remains unaffected.
9. Dates for the provision of services shall be agreed jointly by the parties.
10. Unless otherwise agreed, PAD is free to choose the time and place of performance of the agreed services.
11. Legal reviews (in particular regarding competition, trademark, and copyright law) are not part of PAD’s scope of services. The responsibility for legal safeguarding lies with the Client. In case of doubt, PAD recommends that the Client consult a legal advisor.

§ 3 Prices, Payments, and Conditions

1. The remuneration agreed in the contract applies. Unless otherwise contractually agreed, payments are due within fourteen (14) days of receipt of the invoice, without any deduction, by bank transfer. Prices are stated in euros, net, plus statutory value added tax at the applicable rate.
2. If the provision of services extends over a period of at least two months, PAD is entitled to corresponding partial payments for the partial services already rendered. These partial services do not have to be available in a form usable by the Client and may also exist solely as a working basis on PAD’s side.
3. Unforeseeable additional expenses shall be remunerated separately.
4. One industry-standard correction round is included in the price. A correction round comprises the collected feedback of all persons involved on the Client’s side and must be submitted to PAD in consolidated form. Should further correction rounds be required, these will be charged based on the agreed hourly rate and remunerated separately. If no hourly rate has been agreed, an hourly rate of EUR 150.00 (net) will be charged.
5. Inquiries to upstream suppliers, such as event costs, photo production costs, printing and shipping costs, and similar costs, are obtained and offered in the name and for the account of the Client, approved by the Client, and commissioned via the Client.
6. All travel and accommodation costs will be passed on without surcharge upon presentation of the corresponding receipts. It is agreed that for flights within Germany, Economy Class will be used; within Europe, Economy+ Class; and for train journeys, 1st class. Car journeys will be charged at EUR 0.50 per kilometer, plus any rental car costs incurred.
7. PAD reserves the right to book overnight accommodation for employees if the working time pursuant to Section 3 (2) of the German Working Hours Act (ArbZG), including travel time, would be exceeded. This is typically the case if the employees’ outward and return journey from door to door takes longer than 3 hours with the chosen means of transport.
8. PAD charges a meal allowance in accordance with Section 9 (4a) of the German Income Tax Act (EStG). In accordance with the statutory provisions, EUR 15 will be charged for an absence of more than 8 hours in connection with travel activities, as well as for the day of arrival and departure of a multi-day off-site activity. For an absence of at least 24 hours in connection with travel activities, the meal allowance amounts to EUR 30. The meal allowance is charged to the Client regardless of the number of actual meals or their value. Payment of the meal allowance is made together with the payment for the services rendered.

§ 4 Short-Notice Cancellation and Postponement of Appointments / Early Termination of Contract

1. If the services constitute work performance (Werkleistungen), Section 648 BGB applies, whereby it is presumed that PAD is entitled to at least ten (10) percent of the agreed remuneration attributable to the part of the work performance not yet rendered.
2. If the services do not constitute work performance and the Client terminates the contract in whole or in part prematurely without being entitled to do so, PAD is entitled to lump-sum damages in the amount of twenty (20) percent.
3. In the event of postponement of agreed appointments such as workshops, kick-off events, mentoring sessions, content sparrings, and/or trainings, etc. – remote or on-site – by the Client, which occurs less than two working days before the start of the appointment, PAD is entitled to lump-sum damages in the amount of twenty (20) percent of the agreed remuneration. Any travel costs incurred will be invoiced additionally for on-site appointments.
4. In the event of a complete cancellation of an appointment such as workshops, kick-off events, mentoring sessions, content sparrings, and/or trainings by the Client, which occurs less than one (1) week before the start of the appointment, PAD is entitled to lump-sum damages in the amount of sixty (60) percent of the agreed remuneration.
5. PAD’s right to claim further damages remains unaffected with regard to paragraphs 2 to 4 above. Likewise, the Client reserves the right to prove that no damage or only significantly lower damage has been incurred.

§ 5 Rights of Use

1. As part of the services owed under the relevant contract, PAD creates one or more work instruction(s) for the Client, which PAD makes available to the Client. Work instructions include in particular, but not exclusively, all information, documents, analyses, videos, photos, know-how acquired in the course of fulfilling the order, drawings, materials, specifications, program drafts, (electronic) files, data collections, and manuals or in any other form (each referred to as “Content”).
2. All rights to the work instructions and Content are and remain with PAD.
3. The Client receives a simple (non-exclusive) right of use with regard to the work instructions and Content created and provided by PAD, exclusively for the purpose of executing the relevant contract.
4. Paragraph 3 applies subject to the condition that the Client has paid the agreed remuneration in accordance with the respective payment agreement.
5. Reprinting, copying, or reproduction (in whole or in part) in any form (print, photocopy, screenshot, copying, or other methods) and/or duplication and distribution by means of electronic systems (in whole or in part) of any kind is prohibited without the express prior written consent of PAD. The same applies to adaptations or other transformations pursuant to Section 23 of the German Copyright Act (UrhG), including translations.
6. Exempted from paragraph 5 is the Client’s right to download the work instructions or Content and to make them available and use them exclusively for internal use by designated employees of the Client on company-internal mass storage systems, unless otherwise agreed in writing with PAD.
7. In the event of a breach of paragraph 5, the Client shall pay PAD a contractual penalty to be determined by PAD and, in the event of a dispute, to be reviewed by the competent court.
8. The Client hereby agrees that PAD may name the services agreed under the relevant contract and to be provided by PAD for the Client as a reference on its website and in other publications. For this purpose, PAD may display or present excerpts from the results created for the Client, link to the Client’s website, and use the Client’s name, brand, and logo. The Client may revoke this consent with effect for the future.

§ 6 Liability

1. PAD is liable without limitation for intent and gross negligence. For simple negligence, PAD is only liable, and limited to the foreseeable damage typical for the contract, if an obligation is breached whose fulfillment is essential for the proper execution of the contract in the first place and on whose observance you as a client may regularly rely (cardinal obligation).
2. The above limitations and exclusions of liability do not apply in the event of fraudulent concealment of a defect, the assumption of a guarantee, claims under the German Product Liability Act, or damages arising from injury to life, body, or health.
3. To the extent that PAD’s liability is excluded or limited, this also applies to the personal liability of its employees, workers, staff, representatives, and vicarious agents.
4. The Client warrants that work materials provided to PAD (e.g., photos, texts, or similar) are free of third-party rights or that the rights of use required for the purposes of service provision are in place.
5. PAD assumes no liability with regard to the factual statements about the Client’s products and services contained in the texts, measures, and/or other services created in the course of service provision, insofar as these were provided by the Client and/or otherwise made publicly accessible by the Client (e.g., on its website, social media). Unless otherwise agreed, PAD does not owe any protectability or registrability under patent, copyright, or trademark law of the ideas, suggestions, proposals, concepts, and drafts delivered in the course of service provision.
6. If the Client transfers the approval and publication of content to PAD, for example in the context of community management on social media channels, a briefing meeting will take place first. Alternatively, the briefing may also be provided by email. PAD then acts exclusively on the basis of this briefing.

§ 7 Collecting Societies

The Client undertakes to pay any fees to collecting societies (such as GEMA) that may arise in the course of service provision. If these fees are initially paid by PAD to the respective collecting society, the Client undertakes to reimburse PAD upon presentation of appropriate proof. This may also take place after termination of the contractual relationship, within the statutory limitation period.

§ 8 Conduct and Mutual Consideration

1. PAD and the Client shall post reviews (stars, comments) about each other on social media (e.g., Google My Business, Trustpilot, LinkedIn) by mutual agreement. Upon request in text form at any time, PAD and the Client shall permanently remove reviews and comments posted about each other. This also applies after termination of the contract between PAD and the Client.
2. If the Client participates in PAD’s communities and groups (e.g., on LinkedIn), the Client is obliged to protect PAD’s interests there. PAD is entitled to temporarily or permanently exclude the Client from participation in communities and groups if the Client violates or impairs PAD’s interests within the group/community (e.g., through statements damaging to PAD’s business).

§ 9 Confidentiality

1. Confidential information is all company-related information disclosed to the other party, regardless of its form (written, electronic, oral, or in any other form), in particular business, marketing, financial, and other information, specifications, and drafts of PAD.
2. Information shall not be deemed confidential information if (i) it was or became generally known or publicly accessible without the involvement of the receiving party, (ii) it was already in the possession of the receiving party before receipt of the information from the disclosing party, (iii) it was lawfully obtained from a third party who had the right to disclose this information, or (iv) it was developed independently by a party without access to the confidential information of the disclosing party.
3. For the duration of the business relationship and for a period of three (3) years thereafter, PAD and the Client undertake to keep all confidential information strictly secret, and neither to disclose this information nor to use it for purposes other than the cooperation. The receiving party may only disclose the confidential information to those advisors, corporate bodies, and employees, as well as affiliated companies and their corporate bodies and employees, who need to obtain knowledge of it within the framework of the cooperation.
4. The receiving party may disclose confidential information to the extent required by an order of an authority or a court or by mandatory law, provided that the disclosing party is notified in writing of such a decision without delay in order to give the disclosing party the opportunity to intervene, and that the receiving party makes reasonable efforts to ensure that the trade secrets are treated confidentially. Outside of the respective proceedings requiring disclosure, all confidentiality obligations remain fully in force.

§ 10 Place of Performance, Applicable Law, Place of Jurisdiction

1. The place of performance is PAD’s registered office in Hamburg.
2. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
3. The place of jurisdiction for all disputes arising from the business relationship is Hamburg.

Last updated: June 10, 2024