1.1

The following general terms and conditions apply, unless otherwise expressly agreed between the contracting parties, to all legal transactions of PEIX Health GmbH - hereinafter referred to as "Agency" - with its contracting partner - hereinafter referred to as "Customer", insofar as the latter is not a consumer. Conflicting GTC or deviating conditions of the customer are not recognized, unless the agency has agreed to their validity in writing.

1.2

These General Terms and Conditions shall also apply to all future transactions with the customer, even if they are not repeatedly agreed separately.

1.3

The agency provides services in the areas of communication consulting, conception, creation, text, design/layout, programming, online communication measures, PR, distribution and advertising production, among others. The specific provisions of the services to be provided by the agency and the products to be produced result from the tender documents, briefings, project contracts and service descriptions of the agency.

1.4

All agreements of the agency with the customer for the purpose of fulfilling an order must be made in writing. This also applies to the validity of changes, additions and subsidiary agreements. If an order is exceptionally placed verbally, a contact report prepared by the agency is the basis for work.

1.5

By placing an order by written confirmation of an offer of the agency, but at the latest with the first use of services, the customer accepts these GTC.

1.6

These GTC as well as all amendments are available online at peix.de.

2.1

Any - even partial - use of the work results presented or handed over by the Agency with the aim of concluding a contract (presentation) requires the consent of the Agency. This also applies to any use of the ideas underlying these work results, insofar as these are not recognizable in previous activities and products of the customer.

2.2

Unless expressly stated otherwise, the offers of the agency are subject to change and non-binding. The basis of the Agency's work is the Agency's offer confirmed in writing by the Customer (work order). A contract is only concluded when the Agency accepts the work order by written confirmation or by performance of the service. If the work order is issued verbally, the offer made to the customer is the binding basis for the work.

2.3

The scope of services results from the final product or service description available upon conclusion of the contract. Subsequent changes to the scope of services and costs must be bindingly agreed between the contracting parties.

2.4

Performance and delivery dates must be agreed in writing by the Agency with the Customer. Any changes to them must also be made in writing.

2.5

The Agency is entitled to involve third parties in the realization of the order at its discretion.

2.6

Events of force majeure entitle the Agency to postpone the fulfillment of the order placed by the Customer for the duration of the hindrance. This does not constitute a claim for damages for the customer.

3.1

The service remuneration agreed in the contract shall apply, which shall be calculated according to the current hourly rates of the agency or agreed as a lump sum remuneration. A license fee shall be agreed separately for the granting of copyright and other rights of use - irrespective of the achievement of the level of creation pursuant to Section 2 of the Copyright Act and also concerning the drafts and final artwork handed over by the Agency - insofar as it is not expressly part of the lump-sum remuneration.

3.2

Payments are due within 30 days after invoicing without any deduction. If the payment dates are exceeded, the Agency shall be entitled to interest on arrears in the amount of 9% - above the base interest rate p.a. announced by the European Central Bank - as well as a lump sum in the amount of 40 euros without further reminder. The right to claim further damages remains unaffected. Dunning costs and the costs of legal counsel shall be borne by the customer.

3.3

If the provision of the agreed services extends over a longer period of time or comprises several definable units, the Agency may invoice the Customer for partial payments for partial services already provided, even if they are not available in a form that can be used by the Customer.

3.4

If the customer changes and/or cancels orders, work, extensive planning and the like outside of the ongoing support or if the prerequisites for the provision of services change, the customer must reimburse the agency for all costs incurred as a result and release it from all liabilities to third parties.

3.5

Cash expenses and special costs incurred by the agency at the express request of the customer will be charged at cost price. These include, for example, extraordinary communication, shipping and duplication costs.

3.6

In the event of cancellation of the order before the start of realization, the agency is entitled to cancellation payments in the amount of 15% of the contractually agreed remuneration. In the event of cancellation of the contract, the Agency shall be entitled to remuneration for services already rendered and compensation for costs incurred. Further claims for damages remain unaffected.

3.7

In the event of late payment, the Agency may suspend further processing of the order until payment is made and demand advance payments for the remaining work.

3.8

All fees of the agency are exclusive of the legally valid value added tax in the respective applicable amount. Artists' social security contributions, customs duties or other subsequently incurred charges may be passed on to the customer.

3.9

Objections to remuneration statements of the agency must be raised in writing immediately after receipt of the invoice, but no later than two weeks after the statement date, without this affecting the due date. If no objections are raised within the aforementioned period, this shall be deemed approval.

4.1

Upon full payment of the agreed total remuneration for the duration and to the extent of the contract, the customer acquires the rights of use to all work produced by the agency within the scope of this order, insofar as the transfer is possible under German law or the actual circumstances, for use in the territory of the Federal Republic of Germany. Uses beyond this require a written agreement. Rights of use to work which has not yet been paid for at the end of the contract shall remain with the Agency subject to reservation. The spatial limitation of the transfer of rights of use shall not apply to the granting of the right of public access.

4.2

The works produced by the Agency may only be used in accordance with the offer or supplementary agreements in the agreed type of use and to the agreed extent. Unless expressly agreed otherwise, only simple rights of use shall be transferred. Any further use (e.g. transfer of rights to third parties) must be expressly agreed with the Agency and shall give rise to a claim for additional compensation for use. The customer must provide the agency with information about the scope of use at the agency's request.

4.3

Unless excluded by separate agreement, the Agency may sign the advertising materials developed by it appropriately and in a manner customary in the industry and refer to them in the context of its own advertising.

4.4

Works of the agency, in particular drafts and final artwork, may not be edited or changed by the customer or by third parties commissioned by the customer, neither in the original nor in reproductions. Any imitation - even of parts of a work - is not permitted. In the event of violation of this provision, the Agency shall be entitled to a contractual penalty from the Customer in the amount of at least 250 % of the agreed compensation for use.

4.5

Property rights (in particular copyright and competition law) reviews are only the responsibility of the agency if this is expressly agreed in writing.

4.6

The customer guarantees that he is entitled to use the templates provided to the agency (e.g. texts, photos, samples, electronic data, etc.) and that the rights of third parties do not conflict with this.

4.7

By accepting the agency's services, the customer assumes responsibility for the accuracy of the image and text.

4.8

The agency is not liable for external services that it commissions to third parties in the name of and on behalf of the customer on the customer's account.

5.1

The Agency retains ownership of the work results and objects handed over until full payment has been made.

5.2

Rights of use to drafts and drawings shall only be granted to the extent necessary. There shall be no transfer of ownership. They shall be returned undamaged within a reasonable period of time, unless otherwise agreed. The sending and any returns shall be at the risk and for the account of the customer.

5.3

The business objects used by the Agency for the production of the works or for the provision of its other services, in particular films, lithographs, electronic and other data carriers, etc., shall remain the property of the Agency, even if they are charged separately.

5.4

The agency owes the agreed service with the payment of the agreed remuneration. All working documents, electronic data and records, sketches, drafts, production data, etc. required for the provision of this service, which are produced by the Agency or by third parties on its behalf for the realization of the order, shall remain with the Agency. The customer cannot demand the surrender of these documents and data. Likewise, there is no obligation of the agency, files, source files or layouts, which were created in the computer, to hand over to the customer. If the customer should wish a surrender, this must be particularly agreed upon and remunerated. If a surrender to the customer takes place, a change is permitted only with previous agreement of the agency.

5.5

The customer shall provide the agency with all data and documents required for the realization of the order free of charge. All working documents are to be handled carefully by the agency and protected from access by third parties. They may only be used for the realization of the respective order and are to be returned to the customer after its fulfillment.

6.1

Special services, for example proofreading of texts, reworking, changes to final artwork, necessary preparatory work for order processing, production monitoring, etc. can be charged separately according to the time required.

6.2

If, at the customer's request, more concepts or drafts of advertising materials are produced than those specified in the offer, a separate charge will be made.

6.3

Production supervision shall only be carried out by the Agency if it has been expressly agreed. If the agency takes over the production supervision, it is entitled to make necessary decisions taking into account the interests and specifications of the customer and to issue corresponding instructions at its own discretion. The Agency may charge a lump-sum handling fee for the effort involved.

6.4

The release of products and the publication is carried out by the customer. If the release is carried out by the agency at the instigation of the customer, the agency is exempt from liability.

6.5

Additional technical costs incurred by the agency, in particular for special materials, production of models, photos, reproductions, photo typesetting, printing, etc., are to be reimbursed by the customer after settlement.

6.6

Sketches, drafts, sample typesetting, samples and similar preliminary work, including electronic work, initiated by the customer will be invoiced to the customer, even if a further order is not triggered or a placed order is cancelled.

6.7

Costs for travel, which are related to the realization of the order and were agreed with the customer, are to be reimbursed after corresponding proof of the agency.

7.1

The Agency fulfills its delivery obligations with the dispatch of its agreed work results to the Customer or a third party named by the Customer. The Customer shall bear the risk of transmission (e.g. damage, loss, delay) regardless of the type of transmission medium.

7.2

Delivery deadlines and delivery dates are only binding if the customer fulfills any obligations to cooperate (e.g. releases, provision of information and documents, etc.) and the dates have been confirmed in writing by the agency.

7.3

If the customer is in default with the fulfillment of his obligations to cooperate, the agency is not obligated to meet the agreed deadlines. Notwithstanding other claims arising from the Customer's default, the Agency may claim an extension of the deadlines for the period in which the Customer fails to meet its contractual obligations.

7.4

If the Agency is in default with the fulfillment of its obligations, it shall first be granted a reasonable grace period. After this period has expired without result, the customer may withdraw from the contract.

7.5

The Agency shall not be liable for the delay or impossibility of fulfilling its contractual obligations due to force majeure or other unforeseeable events. If the resulting hindrance is not temporary, the Agency may withdraw from the contract. In the event of hindrances of temporary duration, the deadline shall be extended accordingly.

8.1

The work results and services provided by the agency are to be checked by the customer immediately before each use and transfer and any existing defects are to be reported. If no immediate notice of defects is given, the customer loses his possible claims. If defects are not reported within two weeks after handover of work completed in accordance with the order, the work shall be deemed accepted.

8.2

In case of timely raised and justified notices of defects, the customer is entitled to rectification of defects within a reasonable period of time.

8.3

The agency is not liable for the admissibility of the delivered results and services under competition or trademark law as well as for the protectability of the delivered results and services under patent, copyright and trademark law. The customer bears the risk of the legal admissibility of the use of work results and implementation of measures. However, the Agency is obliged to inform the Client about legal risks of which it has become aware. If a legal examination by experts proves to be necessary, the costs for this shall be borne by the customer after consultation.

8.4

If the Agency has acted at the express request of the Customer, although it has informed the Customer of risks, the Customer shall indemnify the Agency against claims of third parties.

8.5

With the approval of drafts and drawings, the customer assumes responsibility for the accuracy of the image and text. The agency is not liable for the drafts and drawings approved by the customer.

8.6

The agency assumes no liability for images, data and texts etc. provided by the customer.

8.7

The agency is only liable for damages that it or its vicarious agents have caused intentionally or through gross negligence. The liability is limited in amount to the one-time earnings of the agency from the specific order. Liability for consequential harm caused by a defect on the legal grounds of positive breach of contract is excluded if the liability does not arise from the breach of essential contractual obligations.

8.8

If the agency commissions necessary external services, the commissioned contractual partners are not vicarious agents of the agency. Liability for their services and work results is excluded, insofar as this does not conflict with legal provisions.

9.1

The Agency is obligated to keep secret all documents and information to which it has access in connection with the performance of the contract and which are undoubtedly recognizable as trade and business secrets of the Customer and to neither record nor pass them on - unless this is necessary for the performance of the contract.

9.2

The same obligations exist for the customer with regard to company and business secrets of the agency.

10.1

Templates, print carriers, files and other items suitable for reuse and electronically stored services shall be stored free of charge for at least three months after delivery. Should the customer require longer storage, this shall be agreed separately and remunerated.

10.2

The customer is obligated to pay any fees of collecting societies that may arise or, insofar as they have been disbursed by the agency, to reimburse them to the agency against proof. The same applies to any artists' social security contributions due to the artists' social security fund.

The contract is concluded for the contract period specified in the contract documents or for a specific project. If it is concluded for an indefinite period, it may be terminated by either contractual partner with three months' notice to the end of the month. The right to terminate without notice for good cause shall remain unaffected by this provision. Notice of termination must be given in writing.

12.1

Claims arising from the contract cannot be assigned by the customer.

12.2

The law of the Federal Republic of Germany shall apply. Place of performance and jurisdiction is - as far as legally permissible - Berlin.