General Terms of Vogel Communications Group GmbH & Co. KG and its affiliated enterprises in the sense of §§ 15 et seqq. Stock Corporation Act for contractual relationships with freelancers
Updated: 30 JUL 2024
1. Subject matter of the contract
1.1 These general terms for freelancers (“general terms”) apply for commissions of Vogel Communications Group GmbH & Co. KG, Max-Planck-Straße 7/9, 97082 Würzburg, entered in the commercial register of Würzburg district court (“VCG”), and its affiliated enterprises in the sense of §§ 15 et seqq. Stock Corporation Act or § 271 Commercial Code (jointly “VCG Group” or “client”)of freelancers (“contractor(s)”).
1.2 These general terms exclusively regulate the general conditions between the client and the contractor who performs services (hereinafter jointly “services” or individually “service”) for the client.
1.3 Contrasting or deviating conditions to these general terms are not accepted unless an express written consent by the client is made.
1.4 The contractor’s specific services for the client shall be arranged in separate custom commissions.
1.5 Theses shall also apply if no separate reference is made to them in a given individual commission.
1.6 The contractor performs the services in question originally for the client.
1.7 In general, the client is under no obligation to publish, use, and exploit the respective service.
2. Type and manner of the contractor’s performance
2.1 The contractor themselves is responsible for the organization of the execution and performance of their services. The contractor is not subject to the client’s instruction and has no power to direct client’s staff. The contractor is free to organize their own work. The contractor performs services on their own responsibility, independently, and at their own dutiful discretion. The contractor will not be incorporated into the client’s work organization. However, time limits for projects are to be met, and so are subject-specific specifications of the client as far as they are required for the performance of the contract. There shall be no use of office space.
2.2 In case the contractor seeks to commission third parties or, for example, subcontractors to execute the respective individual commission, they need to ask for the client’s consent first. In this case, the contractor themselves remain responsible to the client for the performance of the contractual services.
2.3 The contractor has the right to refuse without justification any offers for commissions by the client.
2.4 The contractor may work for other clients, too.
3. Granting of rights
3.1 The contractor shall transfer to the client any copyrighted rights of use, ancillary copyrights, and other rights resulting or having resulted from, and/or acquired or to be acquired by the contractor in connection with the performance of the respective commission upon creation or transfer to the client for unrestricted use in terms of exclusiveness, free transferability, space, time, and content.
Given no conflict with other provisions of these general terms and in accordance with art. 31, sec. 3, s.2 Copyright Act, the contractor remains entitled to use individual parts of the respective service (e.g. direct quotes) for other purposes.
3.2 The rights granted in accordance with section 3.1 shall particularly include the following types of use:
- the right of reproduction and distribution in printed form, including multiple copies;
- the right to reproduce, publish, and distribute, meaningthe right to unlimited reproduction and publishing or public performance of the respective service using any technical means.
- the right to make the respective service available on demand, meaning the right to store the respective service, save it for the public, transfer it to one or more viewers free of charge or for a fee, in all analog or digital electronic databases, electronic data networks, and telecommunications services networks;
- the right of public performance, meaningthe right to display the respective service commercially or non-commercially, via audio recording mediums, image mediums, audiovisual mediums, multimedia mediums, or other storage mediums, in particular magnetic tapes, magnetic tape cassettes, image discs, chips, in any format, using any analog and digital processes and techniques;
- the right to translate the respective service into other languages and the utilization of this language version in accordance with the types of use covered by the contract;
- the right to edit, meaningthe right to redesign and edit the respective service as desired, either in-house or via third parties, while preserving the contractor’s moral rights;
- the right to advertise, meaning the right to use the respective service within the granted rights, even free of charge, by complete or partial printing, broadcasting, or other rendition, even on the Internet, for advertising for the client or for third parties, including any media apart from the internet, paid or unpaid.
- the right to archive the respective service in whole or in part, alone or in the context of other services and forms of use, in material or immaterial form, to add it to collections and/or databases, and to grant third parties access to the service in any form (e.g. online services).
3.3 The granting of rights also includes the use of excerpts of the respective service via all types of use and the use of the respective service in connection with other contributions. The transfer of rights also includes all types of use that are conceived only after the conclusion of the contract.
3.4 The contractor further grants the client the right to use the title of the respective service, the name, title, logos, and pictures of the contractor in print publications and on the client’s websites, in particular their specialist media portals and social media channels and in relevant advertising for aforementioned publication media, with regard to the performance of the commission.
3.5 The client shall be entitled to claim or assert title protection rights for respective services.
3.6 The client may transfer the rights granted to them under this contract in whole or in part to third parties and grant sublicenses to third parties without requiring consent from the contractor.
3.7 If, in accordance with these conditions, the client is granted the right to edit the respective service or have it edited, the client is required to refrain from affecting the respective service by means that could be used to endanger the intellectual or personal rights of the contractor to the respective service.
3.8 The contractor waives the right to assert any claims against the client for lack of copyright attribution.
3.9 The contractor guarantees third-party rights are not infringed by exploitation of the respective service by the client, and that they have not made any dispositions conflicting with this contract, and that they alone are entitled to any decision regarding the rights of use and exploitation to the service. The contractor shall indemnify the client against any third-party claims (including potential attorney and other legal defense fees) asserted against the client in connection with the respective service provision.
4. Contributions, delivery of manuscripts, co-author
4.1 If the services consist of the development, creation, editing, or translation of contributions (hereinafter jointly “contributions” or individually “contribution”) and/or of multimedia content (e.g. podcasts, photo/film/or audio recordings, graphics, sketches, tables), the following shall apply:
4.2 The contractor shall not compete with a respective publication by the client through other publications. In particular, this includes the contractor not competing, from a technical point of view, with the contribution delivered in accordance with these general terms in terms of SEO queries, meaning avoiding content flagged as duplicate by Google.
4.3 The right of first publication belongs to the client.
4.4 In principle, the contractor shall deliver the full manuscript of the respective contribution (including, if applicable, any image templates or other multimedia content with source references provided and to be procured by the freelancer) to the client by a deadline to be set and in a format to be specified separately.
4.5 If the respective contribution features images or other multimedia content, it is generally the responsibility of the contractor to procure templates or hand-drawn sketches. If third party rights exist to these or to third-party texts belonging to the respective contribution, the contractor is generally obliged to acquire the respective rights. The contractor assures this acquisition of rights permits the client use and exploitation of the respective contribution, including any third-party content contained therein, to the extent specified in this contract.
4.6 If the respective contribution features images or other multimedia content, it is generally the responsibility of the contractor to procure templates or hand-drawn sketches. If third party rights exist to these or to third-party texts belonging to the respective contribution, the contractor is generally obliged to acquire the respective rights. The contractor assures this acquisition of rights permits the client use and exploitation of the respective contribution, including any third-party content contained therein, to the extent specified in this contract.
4.7 The contractor transfers ownership of the manuscript to the client for any manuscripts being delivered in physical format.
4.8 If, in the opinion of the client, the manuscript fails to comply with the agreed provisions, the freelancer shall have the right to correct their respective contribution (rectification). The client shall set a specific deadline for the contractor to rectify their respective contribution. After expiration of the aforementioned deadline without effect or if two attempts at correction have failed, the client shall have the right to withdraw from the custom commission of the contribution affected by the correction and assert the statutory claims and rights.
4.9 If more than one author is involved in the respective contribution, they shall be entitled to fees according to section 5 of these general terms in total and, when in doubt, in equal shares.
5. Fee
5.1 The contractor is entitled to a fee based on the respective individual commission.
5.2 Invoicing the client for the contractor’s services shall occur prior to the fifth of each month for the month prior and shall be addressed to the billing address specified in the respective individual commission.
5.3 Value added tax will be shown separately on the invoice if the client is subject to VAT.
5.4 The payment of the fee covers all of the contractor’s rendered services resulting from the respective individual commission regarding their contributions, in particular the granting of rights, the procurement of property, and expenses, travel costs, and allowance.
5.5 The contractor themselves is responsible for paying taxes and any social insurance contributions.
6. Contract term
6.1 These general terms shall become effective upon consent to these general terms and shall be concluded for an indefinite period. The contractual relationship may be terminated at any time by either party with three (3) months’ notice to the end of a quarter. The right to terminate the contract for good cause by one of the parties remains unaffected.
6.2 Individual commissions concluded up to the termination of these general terms, and, if applicable, extending beyond the date of termination of these general terms shall remain unaffected by termination of these general terms in accordance with the individual agreement concluded between the parties, unless otherwise agreed.
6.3 To avoid ambiguity, the parties agree that the duration and existence of the transfers of rights under sections 3 and 2 shall remain unaffected by all contract terminations.
7. Confidentiality/Privacy Obligation
7.1 During the term and after the end of these general terms, the contractor obliges to treat as confidential any business or trade secrets of the client, and any conditions and matters of the client’s business partners, clients, and experts that the contractor will become aware of during the performance of services. This confidentiality obligation also applies to commissions until they are published, and to any other confidential matters, e.g. company internals.
7.2 The contractor recognizes that the client holds the intellectual and material property of any confidential information and documents. Providing or making accessible confidential information and documents does not constitute under any circumstances – neither explicitly nor implicitly, or via license or any other way – a granting of property or any other protected rights of information.
8. Data protection
The contractor is obliged to comply with data protection regulations. Specifically, the contractor is prohibited from unauthorized copying to a data medium or transferring in any other way data from the client’s computer network or of their business partners and clients. Once the work is completed, all data shall be transferred to the client and, in case the work was completed on a computer outside of the client’s network, the data is to be deleted at request of the client.
9. Liability and Warranty
If the client is held liable for services provided by the contractor, the contractor pledges to the client to indemnify them from such liability. Additionally, the contractor pledges to rework and remedy defects caused.
10. Applicable law, place of jurisdiction, form, severability clause
10.1 The law of the Federal Republic of Germany shall apply to these General Terms.
10.2 Exclusive place of jurisdiction for any claims from or in connection to these general terms and the respective individual commission shall be the client’s headquarters, given legal permissibility.
10.3 Conclusion, amendment of, or additions to these general terms require written form. This also applies to any amendment of this written form provision.
10.4 Should individual provisions of these general terms be or become invalid or unenforceable in whole or in part, or should these general terms contain a loophole, this shall not affect the validity of the remaining provisions.