General Terms & Conditions
1. Applicability - conclusion of agreement
madi&co (hereinafter “Agency”) shall provide its services exclusively on the basis of the following General Terms and Conditions (GTC). They shall apply to all relationships between the Agency and the Customer, even if they are not expressly referred to.
The version applicable at the time of conclusion of an agreement shall be relevant. Deviations from these General Terms and Conditions and other supplementary agreements with the Customer shall only be effective if they have been confirmed by the Agency in writing.
Terms and conditions of the Customer, if any, shall not be accepted, even if the Agency knows them, unless expressly agreed otherwise in writing on a case-by-case basis.
If any provisions of these GTC are ineffective, the binding nature of the remaining provisions and the contracts concluded on the basis of the same shall not be affected. The ineffective provision shall be replaced by an effective provision which comes as close as possible to the meaning and purpose of the ineffective one.
2. Services to be provided
(a). All services will be rendered pursuant to a Proposal submitted by the Agency to the Customer, subject to approval by the Customer in writing. The Agreement is concluded when the Customer has approved the Proposal, including the present General Terms and Conditions, in writing.
(b) In the event of any conflict between this Agreement and a Proposal, the Proposal will control.
3. Standard of performance
All services provided to the Customer by the Agency under this agreement will be performed in a professional manner in keeping with the standards generally applicable to Agencies of similar size, type, and scope. Payment by the Customer to the Agency for any services or for any specific material of any type will not obligate the Customer to use such services or material.
4. Term of agreement
(a) These General Terms and Conditions will be applicable to all Services in course, until the complete delivery of the Services.
(b) In case of revocation of a Proposal, in whole or part, by the Customer after its signing, the Customer will have to reimburse the Agency the direct and indirect costs incurred as well as 30% of the price of the Services concerned as indemnity.
5. Amendments to proposal
If the Customer wishes to change the requirements resulting from the Proposal after its conclusion, Agency shall consider, whether or not the requested changes are feasible and reasonable for Agency within the scope of its operational potential.
As far as the Customer’s requests for changes affect the agreements made in the Proposal, in particular concerning the remuneration and the time of performance, Agency shall be entitled to demand an adjustment. In this respect, Agency will submit to the Customer a new Proposal including the changed performance.
If the Customer does not within the period of two weeks accept the amendment Proposal on the changed performances, or if within the scope of negotiations on these changes that the parties have entered into within this period, a consensual agreement is not reached within two additional weeks or the termination notice is not provided, Agency will continue the execution of the initial Proposal.
(a) No marketing, promotional, or advertising material of any type will ever be used by the Agency unless and until an Authorized Customer Representative has approved it in writing. After such approval, and without any contraindication from the Customer, the Agency will not make any changes to the material, and it will only be used in the exact form in which it has been approved. The Customer approval will be given within a reasonable timeline. The Agency cannot be held responsible for any delay attributable to the Customer.
(b) The Customer will be responsible to assure compliance of the materials delivered by the Agency with all legal requirements of the country it will use the materials, at its own expenses.
The Customer may request corrections or modifications to any material provided by the Agency within the limit of three waves of corrections or modifications. Any wave of additional corrections or modifications will give rise to an additional quote.
8. Payments to the agency
(a) Invoices are payable within 15 (fifteen) days date of invoice, unless the Parties agree otherwise in writing in the Proposal. In case of payment in arrear, the Agency reserves the right to apply interests on overdue payments at the legal interest in force increased by 4 percent (%), which will become effective 30 days from the moment the Customer receives a summons to pay the invoice by registered letter with acknowledgment receipt. If the Customer is in default of payment, the Agency may stop any work in progress for the Customer.
(b) Amounts paid to the Agency by the Customer for media advertising will be the net actual costs paid by the Agency, and any discounts the Agency receives from such media will be passed through to the Customer. The Agency is expected to submit appropriate invoices or other documents relating to such media advertising showing that this has, in fact, occurred. This amount will be paid by the Customer to the Agency on the date of receipt of the invoice.
10. Permissions and records
The Agency is responsible for obtaining all necessary permissions from any person or organization that relate to any photos, music, or anything else used by the Agency in connection with the Customer advertising. The Agency will keep all such documentation indefinitely, except to the extent it has given such documentation to the Customer. Upon request, Agency will give the Customer copies of any permissions, releases, or similar documents that relate to the Customer or its advertising.
If the Customer proposes an element or a person for which permission is necessary, it will be responsible for obtaining the permissions and the Agency will consider the Customer has obtained the permission.
11. Permissions and records
All information relating to the Customer’s business, products and plans and relating to the business, products and plants of any affiliates and subsidiaries of the Customer is to be treated as confidential by the Agency. Except in performance of its obligations under this Agreement, the Agency will not disclose any confidential information belonging to the Customer to any third party without the prior written consent of the Customer’s Relationship Manager. This obligation is limited in time and survives for 5 years from any expiration or termination of this Agreement. Confidential information will not include information the Agency can document: (a) is in the public domain through no improper action or inaction of the Agency and is readily available without substantial effort; (b) was rightfully in the Agency’s possession or known by it prior to receipt from the Customer; or (c) was independently developed by the Agency by persons without access to such information. Subject to the Customer’s prior written consent, the Agency could use the Customer name to communicate about public elements of the Services and to quote the Customer as a reference.
14. Commercial reference
15. Commercial reference
The Customer agrees that his personal data, namely name, occupation, date of birth, Business Register Number, powers to represent the company, contact person, business address and other addresses of the Customer, phone number, fax number, e-mail address, bank details, credit card details, VAT number) may be collected, stored and processed electronically for the purpose of performance of the contract and support of the Customer and for the Agency’s own advertising and promotion purposes, for example by sending him offers, advertising brochures or newsletters (in hard copy or electronic form) and for the purpose of making reference to the current of former business relationship with the Customer. The Customer agrees to be sent electronic mail for advertising purposes until further notice.
Such consent may be revoked in writing via e-mail, fax or letter to the contact details stated in the header of these GTC at any time.