Terms

These terms and conditions apply to all business relationships of LIGANOVA MaSH! LTD, 45 Gresham Street, London, EC2V 7BG, UK (hereinafter referred to as “LIGANOVA MaSH!”), to third parties who act on behalf of LIGANOVA MaSH!. “Order” refers to the contractual relationship regardless of the type of agreement, i.e. regardless of whether it is a contract of purchase, work, service or any other type. “Contractor” refers to the contractual partner who owes the main service.

1. These Terms and Conditions apply exclusively to relationships with LIGANOVA MaSH!’s Contractors, who are entrepreneurs within the meaning of Section 310 Paragraph 1 of the German Civil Code [BGB] in conjunction with Section 14 BGB, even if they are no longer referred to in individual transactions and unless expressly agreed otherwise in writing.

2. The Terms and Conditions apply exclusively, even if the Contractor refers to different, conflicting or supplementary terms and conditions in a letter of confirmation. Regulations that amend or cancel these Terms and Conditions are only valid after written confirmation by LIGANOVA MaSH!.

Counter-confirmations by the Contractor with reference to its terms and conditions are hereby contradicted; this also applies to the formal reference to its own terms and conditions. The unconditional acceptance of services by LIGANOVA MaSH! does not constitute consent to its terms and conditions, even if LIGANOVA MaSH! is aware of the provisions.

3. These Terms and Conditions apply regardless of whether LIGANOVA MaSH! concludes the Order in its own name for its own account, in its own name for a third party’s account or in a third party’s name for a third party’s account. The Order must also be processed via LIGANOVA MaSH! if the latter has placed the contract in a third party’s name.

In this case, LIGANOVA MaSH! is neither liable for the fulfillment of the agreement nor for its customer’s creditworthiness, which it does not check.

4. LIGANOVA MaSH! reserves the right to amend these Terms and Conditions with regard to future Orders. The currently applicable Terms and Conditions can be viewed at any time on the LIGANOVA MaSH! website at (URL). Inclusion and interpretation of these Terms and Conditions are governed exclusively by the law of the Federal Republic of Germany as are the conclusion and execution of legal transactions with the Contractors.

5. These Terms and Conditions supersede all previous terms and conditions.

1. An agreement is only concluded with the commissioning of the Contractor in writing or with the written approval of a written offer from the Contractor by LIGANOVA MaSH!. In addition, Sections 154, 155 BGB apply.

2. Documentary evidence of the existence of the Order and Order confirmation must be provided by the Contractor in case of doubt.

3. All subsidiary agreements and amendments shall only be valid if confirmed in writing by LIGANOVA MaSH!. The written form requirement is also observed by fax and/or e-mail, unless agreed otherwise by the parties in an individual agreement.

1. It is the Contractor’s sole responsibility to instruct, guide and supervise the personnel working for it and to issue appropriate instructions in individual cases.

2. Within the framework of the respective Order, the Contractor is obliged towards LIGANOVA MaSH! to comply with all provisions of the German Law regulating a General Minimum Wage (MiLoG)]. It must provide documentary evidence of compliance to LIGANOVA MaSH! on request. If the Contractor subcontracts a third party, which must be authorized in each individual case by LIGANOVA MaSH! beforehand, the Contractor undertakes also to oblige the subcontractor in accordance with sentence 1 and sentence 2. In the event of a culpable breach of the obligations standardized in this paragraph, the Contractor is obliged to compensate LIGANOVA MaSH! for damages and indemnify LIGANOVA MaSH! against all claims asserted against LIGANOVA MaSH! in this regard. In the event of a grossly negligent or willful breach of duty, LIGANOVA MaSH! is also entitled to terminate the contractual relationship without notice, without requiring a warning notice.

3. Furthermore, the Contractor undertakes to pay a contractual penalty for each case of a culpable breach of the obligations in accordance with section 2, the amount of which is at LIGANOVA MaSH!’s reasonable discretion and the appropriateness of which may be reviewed for its adequacy by the competent court in the event of a dispute.

4. To the extent required according to the type and scope of the work to be carried out, the Contractor is responsible for the accommodation of its staff and for transporting the required material.

1. The Contractor undertakes to inform LIGANOVA MaSH! completely and without undue delay about all essential issues relating to the Order. This includes – if available – in particular the sending of daily or weekly plans that relate to the execution of the Order. LIGANOVA MaSH! must be notified without undue delay of any circumstances that hinder or call into question the timely execution of the Order by the Contractor. Notwithstanding this, LIGANOVA MaSH! reserves the right to monitor the work in order to ensure that it is carried out in accordance with the agreement.

2. The agreed price must not be exceeded. The Contractor is obliged to inform LIGANOVA MaSH! without undue delay of all factors that arise in the course of the project that could lead to a change in the project budget, the calculation on which the budget is based or the financing plan related to the budget.

3. Budget changes or cost increases not indicated to LIGANOVA MaSH! and not approved in writing by LIGANOVA MaSH! shall be borne by the Contractor. In this respect, there is no entitlement to an increased remuneration.

4. The Contractor only has a right of retention for counterclaims that have been established by final judgment, are ready for a decision or are undisputed, as well as counterclaims that originate from the same contractual relationship.

If the Contractor withdraws from a given Order without authorization, LIGANOVA MaSH! may, without prejudice to the possibility of asserting higher actual damage, be entitled to a flat rate of 10% of the Order amount, for the costs incurred in processing the cancellation and the delay associated with finding another contractor. The Contractor reserves the right to provide documentary evidence of lower damage.

Unless otherwise agreed between the parties, the following payment terms apply:

1. The remuneration is only due after acceptance of the service by LIGANOVA MaSH!. The Contractor shall issue a corresponding final invoice, in which the advance payments already made are identified, without undue delay after the service has been performed.

2. Invoices are payable within 14 days of receipt of the invoice at LIGANOVA MaSH! with a 3% discount or within 60 days of receipt of the invoice strictly net if the Contractor meets the following due date requirements:

• The invoices shall be addressed to “LIGANOVA MaSH! LTD, 45 Gresham Street, London, EC2V 7BG, UK”;
• the invoices shall comply with the applicable sales tax regulations, in particular Section 14 of the German Turnover Tax Act [UStG], and
• each invoice shall contain the PO number (“Purchase Order Number”) previously communicated to the Contractor by LIGANOVA MaSH! and the associated project number.

3. LIGANOVA MaSH! is entitled to set-off and retention rights as well as the defence of the non-performance of the contract to the extent permitted by law. In particular, LIGANOVA MaSH! is entitled to withhold payments due as long as LIGANOVA MaSH! is still entitled to claims against the Contractor for incomplete or defective services.

4. Travel and ancillary costs as well as other fees and expenses will only be reimbursed if these are part of the offer or have been approved in writing by LIGANOVA MaSH! otherwise previously.

1. The Contractor is obliged to adhere to the contractually agreed deadlines and due dates. Orders relating to the design, production or purchase of advertising material, goods and IT services as well as the implementation of event concepts are immutable fixed-date transactions (Sections 281, 323 BGB, Section 376 of the German Commercial Code [HGB]). If the agreed deadlines and due dates are exceeded, LIGANOVA MaSH! is entitled to withdraw from the agreement and take legal action against the Contractor for the damage incurred. Unless otherwise agreed, an exceeded deadline that entitles LIGANOVA MaSH! to withdraw shall be assumed if the agreed deadline is exceeded by three calendar days.

2. If the Contractor is not responsible for exceeding the deadline (e.g. force majeure), LIGANOVA MaSH! may set the Contractor a reasonable grace period before the expiry of three calendar days. If the service is not completely fulfilled by the end of this grace period, LIGANOVA MaSH! shall be entitled to withdraw from the Order immediately.

3. If the service or part of it may only be provided immediately or at the point in time defined in the Order, i.e. if a grace period cannot be set, the claim for remuneration for the corresponding part of the service shall not apply if the period is exceeded.

In this case, LIGANOVA MaSH! reserves the right to assert a further claim for damages.

1. The Contractor assumes the storage of the templates, (raw) data etc. created by it at its own expense and risk for a period of two years after the end of the Order. The date of the final invoice within the meaning of Section 6 No. 1 is deemed to be the date of termination.

2. Documents, samples, drafts, graphics, etc. that the Contractor receives remain the property of LIGANOVA MaSH! and must be returned to LIGANOVA MaSH! no later than one week after the execution of the Order. The Contractor shall have no right of retention to these documents.

3. If documents etc. from the property of LIGANOVA MaSH! are not returned to LIGANOVA MaSH! on time in accordance with Section 2, LIGANOVA MaSH! is entitled to withhold an appropriate part, not exceeding 50% of the asserted invoice amount, until the documents etc. have been received at LIGANOVA MaSH!.

1. The Contractor shall transfer to LIGANOVA MaSH! the exclusive right to use all services, ideas, drafts, designs etc. provided by it. This transfer shall be unlimited in terms of content, time and location. The transfer of rights includes in particular, but not exclusively, the right of reproduction, the right of distribution, the right to exhibit, the right to lecture, perform and present, the right of communication to the public, the right to make available to the public, the right to broadcast (including satellite broadcasts and cable retransmissions) and the right of reproduction by means of images and sound carriers.

2. The full or partial transfer of the granted rights of use to third parties shall not require the Contractor’s consent.

3. LIGANOVA MaSH! is permitted to alter the work and works created by the Contractor as part of the Order as well as all other services provided. The granting of rights in accordance with Section 9 also expressly includes the rights to exploit the contractual performance results in types of use that are still unknown today.

4. If the Contractor deploys employees and/or subcontractors for the execution of the contract, it is obliged to acquire their rights of use in writing to the extent described in Section 9 and at least to remunerate them appropriately (including any claims under Sections 32, 32a of the German Copyright Act [UrhG]) and to transfer them to LIGANOVA MaSH!. At LIGANOVA MaSH!’s request, the Contractor shall provide documentary evidence of the corresponding rights granted by the employees or subcontractors to LIGANOVA MaSH! by submitting the original documents. The Contractor undertakes to ensure that third parties that it employs in the execution and implementation of the Order waive any designation rights (e.g. Section 13 sentence 2 UrhG).

5. The Contractor may not use the services granted by LIGANOVA MaSH! as part of the Order, in particular all ideas, drafts and designs, in the same or modified form for other customers.

The Contractor undertakes to pay a contractual penalty for each case of culpable breach of these obligations, whose amount is at LIGANOVA MaSH!’s reasonable discretion and whose amount can be reviewed for appropriateness by the competent court in the event of a dispute. Further claims by LIGANOVA MaSH!, in particular for damages, remain unaffected.

6. The Contractor guarantees that all services LIGANOVA MaSH! receives under this Order are not encumbered with copyrights, ancillary copyrights or other rights of third parties. Furthermore, the Contractor guarantees that LIGANOVA MaSH! receives the same comprehensive legal position as stated in section 1, even as far as third-party services are concerned. Should this not be possible in particular cases, LIGANOVA MaSH! shall be informed of this in writing and in good time beforehand and the Contractor must proceed according to the instructions of LIGANOVA MaSH!.

7. The appropriate remuneration for the above transfer of rights resp. warranty shall be settled by the Contractor’s agreed fee.

8. LIGANOVA MaSH! shall acquire the right to use the services within the agreed framework upon full payment of the remuneration. If LIGANOVA MaSH! is entitled to a right of retention to parts of the Contractor’s remuneration in accordance with Section 6 No. 3 and/or Section 8 No. 2, LIGANOVA MaSH! shall acquire the right mentioned in sentence 2 when the service is provided or the service is accepted. The same applies if the final invoice within the meaning of Section 6 No. 2 has not been received by LIGANOVA MaSH! within three weeks of the provision of the service or the execution of the Order.

9. All designs, products, ideas and/or parts thereof presented by LIGANOVA MaSH!, as well as its execution, are the intellectual property of LIGANOVA MaSH! or its customers, for which LIGANOVA MaSH! or its customers claim the property rights they are entitled to. The disclosure is therefore strictly confidential within the framework of the relationship of trust created by the initiation of the agreement and/or the project cooperation with the Contractor. Any direct and/or indirect use, exploitation and/or imitation thereof, in whole or in part, as well as its implementation or execution (also in excerpts) are in any case only permissible after LIGANOVA MaSH! has given its written consent. The same applies to any possible changes, modifications or adaptations made.

10. In the case of IT services, the Contractor is obliged to surrender to LIGANOVA MaSH!, at any time, all software codes, (open) files, materials, documentation or other documents prepared in connection with the service, after completion and handover of a service, at the LIGANOVA MaSH!’s request. This applies in particular to all source and object codes created in connection with a development service. The Contractor is not entitled to refuse the surrender on the basis of alleged or actual claims against LIGANOVA MaSH! from other commissions. The implementation of third-party computer programs (e.g. open source software) by the Contractor in source and object code created by it shall require prior consultation with and written approval by LIGANOVA MaSH!. In the case of such an implementation, the Contractor must document any third-party programs including version, licence etc. and hand them over to LIGANOVA MaSH! together with the other documents.

1. In the absence of deviating written agreements, the Contractor shall procure models and props at its own risk and expense.

2. If no photographs / films can be taken / shot because a model booked by the Contractor in good time does not appear on the shooting date, additional costs for the model fee, props and ancillary costs shall be borne by the Contractor.

3. The agreed fee shall cover all of the Contractor’s services, including – in the absence of a deviating written agreement – also model, props, material, laboratory, travel and similar costs. If LIGANOVA MaSH! must reimburse the Contractor’s third-party costs as agreed, these must be approved by LIGANOVA MaSH! in terms of the amount on the basis of a complete preliminary calculation by the Contractor before they arise.

4. The Contractor waives the signature of the recordings and its possible right to be named, but may be named by LIGANOVA MaSH!.

5. LIGANOVA MaSH! shall acquire ownership of photographic recording material (negatives, slides, films, intermediate negatives, prints, digital raw data, files in open formats, e.g. PSD, etc.) upon payment of the fee. Unless previously done, the recording material must be handed over to LIGANOVA MaSH! with the invoice or, at LIGANOVA MaSH!’s request, be kept free of charge for the latter after the invoice is issued.

6. The Contractor is obliged to arrange for third parties involved in the production and others who are entitled to rights to the result of the production to sign a declaration of the transfer of the rights of use in accordance with Section 9.4 and to present this to LIGANOVA MaSH! without being requested to do so.

7. The transfer of film material shall take place in the format specified by LIGANOVA MaSH!.

1. LIGANOVA MaSH! reserves the right to make Order-specific regulations regarding the neutral appearance of the Contractor towards LIGANOVA MaSH!’s customers.

2. The Contractor is prohibited from communicating directly with these customers or their staff in the context of a possible processing of the Order with LIGANOVA MaSH!’s customers. In these cases, all communication about the Order’s execution shall take place exclusively between LIGANOVA MaSH! and the Contractor and/or between LIGANOVA MaSH! and the customer. Any professional cooperation between the customer resp. its staff and the Contractor resp. its staff in relation to the work to be carried out is also prohibited. This does not affect agreements on the coordination of the work with the express consent of LIGANOVA MaSH!.

3. Before concluding the agreement, the Contractor must inform LIGANOVA MaSH! of all work that shall be transferred in whole or in part to another company and obtain written consent. The same applies to outsourcing measures by the Contractor – equivalent to subcontracting – that affect this agreement. Such consent does not in any way release the Contractor from its obligations under the respective Order or these Terms and Conditions. The Contractor is responsible in all respects for the fulfillment of the services by third parties deployed by it. This applies in particular to possible warranty claims and claims for damages by LIGANOVA MaSH!.

4. The Contractor may use the specific work result of the contractual service for its own advertising purposes in whole or in part with the prior written consent of LIGANOVA MaSH! only.

5. The Contractor also undertakes to arrange to have LIGANOVA MaSH! approve the creation of image and film documents of events or projects that are the subject of this agreement in writing beforehand. In principle, the creation of image and film documents from events or projects within the meaning of sentence 1 is only permitted for operational archiving. The publication of the picture, film and plan documents created for this purpose is generally prohibited. Exceptions to this rule must be approved in writing by LIGANOVA MaSH! prior to publication.

6. Deviations from the regulations in Nos. 2 to 5 shall require the express written consent of LIGANOVA MaSH!.

7. The Contractor undertakes to pay a contractual penalty for each case of a culpable breach of these obligations, the amount of which is at THGAME’s reasonable discretion and the appropriateness of which may be reviewed for its adequacy by the competent court in the event of a dispute. Further claims by LIGANOVA MaSH!, in particular for damages, remain unaffected.

The shipping shall take place at the Contractor’s risk.

Ownership shall be transferred directly to LIGANOVA MaSH! upon the payment of the fee, but at the latest upon the handover of the goods or services. It is equivalent to the handover if the goods or work remain at the Contractor’s premises on behalf of the LIGANOVA MaSH!.

1. Acceptance is deemed to have taken place if LIGANOVA MaSH! has not refused it within 15 days of delivery.

2. Complaints about defects are in any case timely if they are made within five working days after the defect has been discovered in the course of business by LIGANOVA MaSH! and reported to the Contractor. (Partial) payments do not mean a waiver of the right to complain.

3. If the review of the performance result is successful, LIGANOVA MaSH! shall declare the acceptance to the Contractor in writing.

1. If the service proves to be defective, LIGANOVA MaSH! may choose to request a replacement delivery free of charge, rectification, conversion or reduction. The right to assert claims for damages remains unaffected. If the rectification fails, LIGANOVA MaSH! can immediately demand replacement delivery, conversion or reduction. In urgent cases, LIGANOVA MaSH! is entitled to have defects remedied at the Contractor’s expense without prior notification. The warranty obligation shall end two years after receipt of the goods and/or the service.

2. If goods or parts are delivered again as part of the rectification of defects, the warranty shall begin again for them. The statute of limitations shall be suspended by notification of defects up to the point in time at which the Contractor finally rejects LIGANOVA MaSH!’s claims in writing.

For the duration of the contractual relationship, the Contractor undertakes to adequately insure its liability risks in connection with its performance by means of suitable insurance policies (regarding scope and amount) at its own expense. Documentary evidence of insurance coverage must be provided to LIGANOVA MaSH! no later than before the start of the Order by sending a confirmation from the insurance company without being requested to do so. The review or failure to request documentary evidence of insurance by LIGANOVA MaSH! does not constitute a waiver of the Contractor’s obligations indicated in this clause.

1. The Contractor is obliged to maintain secrecy towards third parties about all details that become known to it, for example the organization, production or sales of LIGANOVA MaSH! and the companies associated with it or in business relationships, in particular LIGANOVA MaSH!’s customers. This confidentiality obligation applies beyond the duration of the agreement. The Contractor shall not derive any rights (in particular to prior use) with regard to property right registrations from the knowledge of the confidential information and documents.

2. The Contractor is responsible for agreeing on a corresponding confidentiality obligation with its employees and other vicarious agents as well as the third parties or external companies commissioned by it before the service is provided.

3. The Contractor undertakes to pay a contractual penalty for each case of a culpable breach of these obligations, the amount of which is at LIGANOVA MaSH!’s reasonable discretion and the appropriateness of which may be reviewed for its adequacy by the competent court in the event of a dispute. Further claims by LIGANOVA MaSH!, in particular for damages, remain unaffected.

LIGANOVA MaSH!’s liability for simply negligent breaches of duty is excluded, unless injury to life, limb or health or guarantees are concerned, a defect has been fraudulently concealed or claims under the Product Liability Act [Produkthaftungsgesetz] are affected. Further, the limitation does not apply in the event of breaches of contractual obligations that form the essence of the contract and which are indispensable to enable its proper performance so that the Contractor can reasonably rely on their fulfilment (cardinal duties). The compensation for the breach of cardinal duties is limited to the typically occurring, foreseeable damage, unless the above exceptions are affected. The same applies to breaches of duty by LIGANOVA MaSH!’s vicarious agents.

1. Should individual provisions of these general Terms and Conditions be or become invalid, this shall not affect the validity of the remaining clauses. The invalid clause must be replaced by a valid clause that comes as close as possible to the economic meaning of the invalid clause.

2. Amendments or additions to these Terms and Conditions are only valid if they are agreed in writing.

3. The exclusive – also international – place of jurisdiction is, as far as legally permissible, the factually and locally competent court for the LIGANOVA MaSH!’s headquarters. The law of the Federal Republic of Germany is applicable to the exclusion of the UN sales law and the provisions of international private law.

4. In the event of deviations in translations of these Terms and Conditions, the German version is decisive. The same applies to the interpretation of these Terms and Conditions.