General terms and conditions

These general terms and conditions apply to all contracts between FNLY Social UG (haftungsbeschränkt), Am Kraftwerk 23, 34582 Borken (hereinafter FNLY Social), and its customers for the production of videos and photos, design, websites, social media management and digital marketing.

FNLY Social concludes contracts exclusively with businesses (Unternehmer) within the meaning of § 14 BGB (German Civil Code), legal entities under public law and special funds under public law. Consumers are not customers within the meaning of these terms.

Deviating terms of the customer apply only if FNLY Social has expressly agreed to them in text form.

Prices stated on the website and in price lists are non-binding. A contract is concluded when the customer accepts an offer from FNLY Social in text form or FNLY Social confirms an order from the customer in text form.

The content and scope of the services result from the offer and the package description stated in it. Changes and additions require text form.

FNLY Social provides the agreed services with its own employees and with creators, performers, photographers and videographers selected by FNLY Social. FNLY Social is free in the creative execution, insofar as the brief contains no specifications.

Before production starts, the customer provides a brief with goal, target audience, key messages, permitted and prohibited statements about the product and the desired platforms and formats. The customer is responsible for the legal admissibility of statements about its product, in particular under the Heilmittelwerbegesetz (German Act on Advertising in the Health Care Sector) and food law.

For productions involving products, the customer sends the products to FNLY Social at its own cost and risk. For shoots at the customer's premises or at the premises of its customers, the customer ensures access to the location. Agreed delivery times begin upon receipt of the product or on the shoot date and receipt of the complete brief. Whether products are returned is set out in the offer.

For social media management and ad management, the customer grants FNLY Social the necessary access rights to its accounts and ad accounts. Accounts and ad accounts remain the property of the customer. The customer pays the ad budget directly to the respective platform.

The number of revision rounds included in the price results from the respective package. A revision round covers changes within the approved brief. FNLY Social charges further revisions and changes that deviate from the brief according to the price list in force at the time.

The customer reviews delivered work results within 7 working days of delivery and declares acceptance or communicates revision requests in text form. If the customer does not respond within this period, the work result is deemed accepted, provided FNLY Social pointed out this consequence upon delivery. Publication or use of a work result by the customer is deemed acceptance.

FNLY Social grants the customer the usage rights to the work results that result from the respective package and the offer, in particular regarding type of use (organic or in paid advertising), duration and media. Further rights, such as longer advertising use, whitelisting or industry exclusivity, require a separate agreement and remuneration.

The usage rights pass to the customer only upon full payment of the agreed remuneration. Until then, use is only permitted with the consent of FNLY Social.

For logos, FNLY Social grants an exclusive right of use, unlimited in time and territory, including the right to edit and to register as a trademark. FNLY Social owes a trademark search only if expressly agreed.

FNLY Social may name the work results and the customer's name as a reference on its own channels and in its own materials, unless the customer objects. This does not apply to white-label projects from agencies. For these, FNLY Social does without any reference listing.

Before production, FNLY Social obtains written consent under § 22 KUG (German Art Copyright Act) from all creators and performers it engages (model release). The consent covers purpose, media and duration of use in line with the usage rights the customer acquires.

If the customer uses its own employees or other persons, the customer is responsible for their consent, unless otherwise agreed in the offer. Use beyond the agreed scope is only permitted after the usage rights and the consent have been extended.

Contracts for social media management and UGC subscriptions have a minimum term of 3 months, unless a longer term is agreed in the offer.

After the minimum term expires, the contract is extended by one month at a time unless it is terminated in text form with one month's notice to the end of the term. The right to extraordinary termination for good cause remains unaffected.

When the contract ends, the customer withdraws FNLY Social's access rights to its accounts. The customer may continue to use the content produced and paid for the customer's channels up to that point within the agreed scope.

All prices are net, plus statutory VAT. The customer bears the costs of product shipping, the ad budget and any travel costs stated in the offer.

Invoices are payable without deduction within 14 days of the invoice date. Monthly fees for management contracts and subscriptions are invoiced at the start of each service month. Prepaid volumes for agencies are payable in advance and valid for 3 months from payment.

If the customer is in default of payment, FNLY Social may, after prior notice, withhold further services until the outstanding amount is settled.

FNLY Social is liable without limitation for intent and gross negligence, for injury to life, body or health and under the Produkthaftungsgesetz (German Product Liability Act).

In the event of a slightly negligent breach of material contractual obligations, FNLY Social is liable only for the foreseeable damage typical for the contract. Material contractual obligations are those whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the customer may regularly rely. Otherwise, liability for slight negligence is excluded.

FNLY Social does not owe any particular economic success, in particular no particular reach, number of interactions or sales. The customer is responsible for statements about products that the customer specifies or approves and indemnifies FNLY Social against third-party claims in this respect.

Both parties treat confidential information of the other party, in particular trade secrets, unpublished products and customer data, as confidential and use it only to perform the contract. This obligation continues after the contract ends.

On request, the parties conclude a separate non-disclosure agreement. For white-label projects for agencies, such an agreement is a prerequisite for the first project.

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

The exclusive place of jurisdiction for all disputes arising from the contractual relationship is the registered office of FNLY Social, provided the customer is a merchant (Kaufmann), a legal entity under public law or a special fund under public law.

Should any provision of these terms be invalid, the validity of the remaining provisions remains unaffected.