General Terms and Conditions 

OF LIKE MIND GmbH

I. Scope and General Provisions

(1)  These General Terms and Conditions (hereinafter referred to as GTC) apply to all business relationships with OF LIKE MIND GmbH (hereinafter referred to as OF LIKE MIND) and its contractual partners (hereinafter referred to as Clients). These GTC apply only if the Client is an entrepreneur as defined by Section 14 of the German Civil Code (BGB), a legal entity under public law, or a special fund under public law. 

(2)  The GTC of OF LIKE MIND, in the version valid at the time of the Client's engagement, shall also apply as a framework agreement for similar future contracts without OF LIKE MIND having to refer to the GTC in each individual case.

II. Conclusion of Contract, Concept Presentations ("Pitch")

(1)  By submitting an offer letter to a Client, we make a binding contractual offer. The contract is concluded upon receipt of the Client's written declaration of acceptance (assignment) without the need for further express acceptance or confirmation by us. The declaration of acceptance must be made within the period specified in the offer letter. The acceptance period begins upon receipt of the offer letter. If the Client does not award the assignment to OF LIKE MIND within the specified period, the offer becomes invalid.

(2)  If offers are based on information or documents provided by the Client or third parties commissioned by the Client, we are only liable for the accuracy of such information or documents if their inaccuracy was not detected due to willful intent or gross negligence.

(3)  If OF LIKE MIND is requested by the Client to present a concept in advance of a contract (hereinafter referred to as a Pitch), this constitutes a non-binding offer and does not represent a contractual offer in the legal sense. The conclusion of the contract is governed by Section II (1).

(4)  If no contract is concluded between the parties after the Pitch, all services and concept documents remain the property of OF LIKE MIND. The Client does not acquire any usage rights to the content, services, or concept documents, and may not pass them on to third parties, reproduce, publish, or distribute them. Regarding the costs incurred, Section VI (3) applies.

III. Scope of Services, Changes, Deadlines, and Dates

(1)  The scope of services to be provided is derived from the service description in the offer documents created by OF LIKE MIND and their annexes. OF LIKE MIND is only obligated to provide the contractually agreed services.

(2)  Subsequent changes to the agreed services require written confirmation by OF LIKE MIND to be effective. This includes revisions and changes to layouts, concepts, workflows, etc., requested by the Client. The Client must pay for any additional costs arising from such changes. The same applies to any ancillary agreements concerning the awarded assignment.

(3)  Any deadlines and dates provided by OF LIKE MIND are non-binding unless otherwise agreed in writing and explicitly marked as "binding" in the agreement with the Client.

(4)  Deadlines for services will be extended by the period during which the Client is in default of accepting the respective contract or fails to fulfill its cooperation obligations, preventing OF LIKE MIND from performing the service in whole or in part within the agreed time.

(5)  If the Client requests significant changes to the contractually agreed services, any deadlines or dates agreed between the Client and OF LIKE MIND will be extended or postponed to a reasonable extent.

(6)  If OF LIKE MIND cannot meet bindingly agreed deadlines for reasons beyond its control, it will inform the Client immediately and simultaneously provide a new deadline. If the service is also impossible within the new deadline, the Client is only entitled to withdraw from the contract after granting OF LIKE MIND a reasonable grace period of at least 14 days in writing, which has expired without success. The grace period begins upon receipt of the corresponding reminder by OF LIKE MIND. 

(7)  The occurrence of service delay is determined according to legal regulations; in any case, a reminder by the Client is required.

IV. Engagement of Third Parties

(1)  OF LIKE MIND is entitled to engage third parties to provide the agreed services and to use their services. OF LIKE MIND independently selects the third party.

(2)  The Client is obligated to bear the costs of the third-party services for handling and coordinating the engagement by OF LIKE MIND. Taxes and fees advanced by OF LIKE MIND to the Artists' Social Security Fund, GEMA, or other collecting societies must be reimbursed by the Client and will be invoiced in accordance with Section VI (1). The amount of costs, taxes, and fees to be borne is specified in the offer letter to the Client.

V. Client’s Performance and Cooperation Obligations

(1)  The Client must provide OF LIKE MIND with all information and documents necessary for the fulfillment of the assignment and services in a timely and complete manner. The Client must inform OF LIKE MIND of all circumstances relevant to the execution of the assignment. The Client bears the costs of any rework required due to incorrect, incomplete, or subsequently changed information provided by the Client to OF LIKE MIND.

(2)  The Client is responsible for checking the intellectual property rights, trademarks, and other third-party rights of the documents and files (photos, logos, etc.) provided to OF LIKE MIND. If OF LIKE MIND is subject to claims from a third party due to such violations, the Client will indemnify OF LIKE MIND from all claims and any reasonable legal defense costs.

VI. Remuneration, Set-off, Right of Retention

(1)  Payments are due without deduction within 10 days of receipt of the invoice by the Client, unless otherwise contractually agreed. Ancillary costs (e.g., travel expenses, shipping costs, insurance premiums, expenses, and technical ancillary costs) will be invoiced separately.

(2)  If the Client fails to pay despite the payment being due, they will be in default. Default interest will be charged at eight percentage points above the applicable base interest rate. For merchants, the claim for interest due under Section 353 of the German Commercial Code (HGB) remains unaffected. OF LIKE MIND reserves the right to assert further claims for damages and statutory default fees.

(3)  The development of creative proposals in the form of a Pitch according to Section II (3) is subject to payment of a fee agreed upon in advance with the Client. If no fee has been agreed upon in advance, the remuneration will be based on the applicable agency fee previously communicated to the Client.

(4)  If the development of the agreed services extends beyond one month, OF LIKE MIND may invoice the Client for partial payments for services already rendered. These partial services do not need to be in a usable form for the Client and may exist as working materials available to OF LIKE MIND. Furthermore, OF LIKE MIND is entitled to request reasonable advance payments.

(5)  All prices stated in the offer are net fees plus applicable VAT.

(6)  The Client is only entitled to offset claims if their counterclaims are undisputed or legally established. The Client may assert rights of retention only on the basis of counterclaims arising from the same contractual relationship.

VII. Duration of Contract

The respective (project) contract enters into force upon signature by both parties. It is concluded for the duration specified in the contract or in the offer documents. If no duration is specified, the contract ends upon completion of the assignment or delivery of the work results to the Client.

VIII. Ownership, Retention of Title

(1)  OF LIKE MIND retains ownership of all original sketches, designs, logos, layouts, concepts, videos, and all other media and performance results produced, created, or designed in the course of an assignment for a Client, unless otherwise agreed.

(2)  If ownership transfer for an (original) work or product by OF LIKE MIND is contractually agreed upon, the work or product remains the property of OF LIKE MIND until full payment of the contractual fee has been made.

IX. Usage Rights

(1)  All services developed by OF LIKE MIND within the scope of the assignment are protected as intellectual creations under copyright law.

(2)  Upon full payment of the fee pursuant to Section VI, the Client receives a simple (non-exclusive), non-transferable, and non-sub- licensable right to permanently use the performance results of OF LIKE MIND for the purposes specified in the assignment and to the extent granted in these GTC and the assignment or contract (usage right). If advance performance by OF LIKE MIND is agreed or the fee is deferred, the Client is only temporarily and contractually permitted to use the services until full payment has been made.

(3)  The use of services by OF LIKE MIND beyond the originally agreed purpose and scope of use requires the prior consent of OF LIKE MIND. Furthermore, changes or modifications to services, such as their further development by the Client or third parties acting on their behalf, are only permitted with the express consent of OF LIKE MIND and, where applicable, the author if the services are protected by copyright.

X. Attribution, Reference Notes

(1)  OF LIKE MIND is entitled to appropriately and customarily attribute the services and performance results developed within the scope of the respective assignment and use them for its own advertising purposes.

(2)  OF LIKE MIND is also entitled to include the Client in its reference list and publish this information (including on its website). For this purpose, the Client grants OF LIKE MIND a free usage right to any trademarks, images, texts, or logos. This right continues after the termination of the contractual relationship unless the Client expressly objects.

XI. Liability

(1)  OF LIKE MIND is liable for intent or gross negligence in accordance with statutory provisions.

(2)  OF LIKE MIND is also liable in accordance with statutory provisions if it culpably breaches a material contractual obligation, that is, an obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the Client regularly relies. In such cases, liability for damages is limited to foreseeable, typically occurring damages.

(3)  Liability for culpable injury to life, body, or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.

(4)  Any further liability of OF LIKE MIND is excluded. In particular, the Client bears the risk of legal permissibility of the implementation of the assignment in marketing and advertising activities (e.g., regarding factual claims about products and services). This applies especially in the event that the planned advertising measures violate competition law, copyright law, or other legal regulations. The Client indemnifies OF LIKE MIND against any potential third-party claims in such cases.

(5)  The above liability limitations also apply to breaches of duty by persons for whom OF LIKE MIND is legally responsible.

XII. Confidentiality and Data Protection

(1)  Both parties undertake to keep confidential all confidential information, especially business and trade secrets of the respective other party, that they become aware of during the preparation, execution, and fulfillment of the contract, and not to disclose or otherwise exploit such information. This obligation continues beyond the termination of the contractual relationship.

(2)  The Client ensures that applicable data protection regulations are complied with. Insofar as personal data is processed, the parties will enter into a separate agreement on order processing pursuant to Art. 28 of the GDPR.

XIII. Written Form, Choice of Law, Jurisdiction

(1)  Any subsequent changes or additions to contracts between the parties must be in writing to be effective. This also applies to any waiver or amendment of this written form requirement.

(2)  German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.

(3)  The exclusive place of jurisdiction for all disputes arising from and in connection with these GTC and the contracts between the parties is Hamburg. If jurisdiction is determined by the local court, the competent court is the Local Court of Hamburg.

Additional General Terms and Conditions for Events

OF LIKE MIND GmbH

I. General Provisions

(1) The following General Terms and Conditions apply exclusively to all contracts between us and the client; the client's general terms and conditions will only become part of the contract if they are expressly recognized by us in writing. Acceptance of our services shall in any case be deemed acknowledgment of these General Terms and Conditions.

II. Conclusion of Contract

(1) Offers designated as "cost estimate," "cost sketch," or "rough cost calculation" by us are non-binding.

(2) If offers are prepared based on the client's information and documents or by third parties commissioned by the client, we are not liable for the correctness and suitability of such information and documents unless their inaccuracy and unsuitability are not detected intentionally or due to gross negligence.

(3) Oral side agreements require written confirmation from us to be effective.

III. Prices, Payments, and Cancellations

(1) The quoted prices are only valid if the entire order is placed, unless individual services were specifically requested.

(2) We are entitled to provide partial services and invoice them separately.

(3) Price quotes without VAT information are net amounts.

(4) If the contractually agreed deposit is not made by the client at least three days before the event begins, we may refuse to provide services. This does not release the client from the obligation to pay.

(5) Invoices that are not due on a specific date are payable without deduction within ten days from the invoice date, and the client will be in default upon receiving the first reminder. From the onset of default, the invoice is subject to interest at 9% points above the base interest rate (for private individuals, 5% points above the base interest rate). We charge a flat reminder fee of €5.00 for each reminder after the default begins.

(6) Outside the legal options, the client is entitled to cancel the contract according to the following provisions:

(a) In the event of complete cancellation of the contract by the client, the client owes compensation in the following percentages of the contractually agreed remuneration: Costs for arrangements (conferences, weekend programs, day and evening programs, as well as packages with per-person pricing), provision of the event venue (for room rentals), transportation reservations, artist booking, etc.:

(b) For cancellation after the booking confirmation has been sent by us, at least 15% of the agreed fee is due.

-  For cancellation up to 180 days before the event begins, 20% of the agreed fee is due.

-  For cancellation up to 150 days before the event begins, 30% of the agreed fee is due.

-  For cancellation up to 120 days before the event begins, 40% of the agreed fee is due.

-  For cancellation up to 90 days before the event begins, 50% of the agreed fee is due.

-  For cancellation up to 60 days before the event begins, 75% of the agreed fee is due.

-  For cancellation up to 30 days before the event begins, 90% of the agreed fee is due.

-  For very short-notice cancellations, 100% of the agreed fee is due. 

(c) In the event of cancellation of catering services only, without event room rental, the client owes compensation in the following percentages:

-  For cancellation after sending the booking confirmation, 30% of the agreed fee.

-  Up to 60 days before the event, 60% of the agreed fee.

-  Up to 30 days before the event, 75% of the agreed fee.

-  Up to 15 days before the event, 90% of the agreed fee.

-  For very short-notice cancellations, 100% of the agreed fee.

(d) The agreed number of participants in the order confirmation serves as the basis for calculating the cancellation costs. A one-time reduction in the number of participants, up to a maximum of 10% of the agreed number of participants, can be made free of charge up to 10 working days before the event begins. Separate cancellation deadlines apply to booked hotel rooms, hotel conference packages, and other hotel services. These are specified in the corresponding order confirmation.

(e) The client is entitled to prove that no damage or significantly less damage has occurred to us as a result of the cancellation than the lump-sum compensation determined under clauses 7 a. and b.

(f) A cancellation of the contract must always be made in writing or by fax, and its receipt must be confirmed by us. The cancellation can also be sent by registered mail. The date we receive the cancellation notice is the effective date of cancellation.

IV. Provisions for the Conduct and Acceptance of Events

(1) The schedule of the event will be determined by the client in agreement with us and fixed in the contract.

(2) Last-minute changes requested by the client on the day of the event will only become part of the contract with our express confirmation. If delays or irregularities in the event result from these changes, we assume no liability. Additional costs for last-minute changes to the agreed services or schedules may be charged to the client.

(3) If compelling circumstances make it necessary, we reserve the right, in consultation with the client, to change the event location or date. If no agreement can be reached, we may withdraw from the contract. If circumstances exist that make the event irresponsible or if adverse conditions (e.g., weather conditions for tent or outdoor events, such as storms, etc.) arise or are predicted, posing a danger to participants or equipment, we may cancel the event at short notice or, if possible, opt for an alternative event schedule. If these adverse conditions occur during the event, the event will be interrupted, or, if possible, switched to an alternative schedule. 

(4) The client undertakes to follow the instructions of us or our representative regarding the event, equipment, event location, etc. Instructions from us also include notices posted at the event location. The client is responsible for the conduct of their guests.

(5) For events that extend beyond the contractually agreed duration, we may charge additional costs, particularly for room rentals, catering, and staff.

(6) In venues with multiple event areas, we reserve the right to hold additional events in areas not booked by the contract partner. If special confidentiality is required by the client, we must be informed of this before the contract is concluded.

(7) The introduction of decoration materials, floral arrangements, furniture, event technology, and similar items into event rooms by the client or third parties engaged by the client is only permitted with our prior written approval. The client may not bring food and beverages to the event without our prior written approval. Such approval may be subject to an additional fee, such as a service fee and/or corkage fee.

(8) These and other items introduced by the client must comply with local regulations (fire protection, police requirements, etc.). All items introduced by the client must be removed from the event rooms within two hours after the end of the event. Otherwise, we are entitled to store the items at the client's expense without further notice. Leftover waste or decoration remnants may be disposed of by us at the client's expense.

(9) The client is responsible for obtaining any necessary official permits for the event in good time and at their own expense. Unless otherwise expressly agreed in writing, the client is responsible for complying with public regulations and other legal requirements. Any fees payable to third parties for the event, such as GEMA fees, entertainment taxes, etc., must be paid directly by the client to the creditor.

(10) The client is obliged to inform us immediately and without being asked, no later than upon conclusion of the contract, if the provision of services and/or the event, due to its political, religious, or other nature, is likely to attract public interest or affect our concerns. Newspaper advertisements, other promotional measures, and publications related to the event that reference us or contain invitations to interviews or sales events must receive our prior written consent. If this is not done, we have the right to cancel the event at short notice. 

(11) The client is obligated to accept the services from us at the completion date specified by us. Acceptance regularly occ urs during general rehearsals or test runs. This does not apply to planning services, which are deemed completed and ready for acceptance upon receipt by the client. Outstanding partial services or the rectification of defects will be completed as quickly as possible. As long as they do not significantly affect the functionality of the performance, they do not entitle the client to refuse acceptance.

V. Warranty

(1) The client is obliged to examine the services provided by us upon acceptance and to report any defects immediately. If a defect is discovered later, despite careful examination, it must be reported immediately. In any case, complaints must be received by us no later than 7 days after the event has ended. In particular, complaints regarding the execution of an event must be reported to us and/or the responsible on-site staff immediately during the event, so that we and/or the on-site staff have the opportunity to remedy legitimate defects immediately.

(2) As a warranty, the client may generally (subject to the provisions in paragraphs 3 and 4 below) only request rectification. The manner of proper rectification is at our discretion.

(3) If rectification fails, the client is entitled to request a reduction in price (reduction) or, if the defect is not related to a construction service, to withdraw from the contract.

(4) If rectification is impossible due to time constraints (end of the event), the client is only entitled to reduction rights.

(5) We may refuse to remedy defects as long as the client has not properly fulfilled their contractual obligations, particularly their payment obligations.

(6) If the complaint is made late or if reservations regarding known defects were not made during acceptance, all warranty claims are void. The same applies if the client makes changes themselves or hinders us from identifying the defects.

VI. Liability

(1) We are only liable for timely and quality execution if the client has properly fulfilled their contractual obligations, particularly the obligation to pay on time.

(2) We do not assume liability for defective deliveries or services from third-party companies commissioned on behalf of the client unless intentional or grossly negligent failure in the selection and supervision of the third parties can be proven against us. The client may request the assignment of any claims we have against such third parties.

(3) Unless otherwise agreed, we are not liable for items brought in by the client unless damage or loss is caused by intentional or grossly negligent actions on our part.

(4) We are liable in accordance with the mandatory legal liability provisions.

(5) For damages not related to injury to life, body, or health, we are only liable if these damages result from intentional or grossly negligent actions by us or our fulfillment or vicarious agents, or if they result from the culpable breach of an essential contractual obligation. Any further liability for damages is excluded.

(6) In the case of slightly negligent breaches of essential contractual obligations, our liability is limited, regardless of the legal basis, to foreseeable, typical damages, which typically do not exceed the amount of the fee. 

(7) Essential contractual obligations include those duties that enable the proper execution of the contract in the first place and on which the client regularly relies and may rely.

(8) To the extent that we have claims for damages against third parties in connection with the contractual relationship, we assign such claims to the client, provided the client accepts the assignment of such future claims. In such cases, the client has no further claims against us. The client is entitled to pursue these claims at their own expense.

(9) Claims for damages under the Product Liability Act remain unaffected.

VII. Final Provisions

(1) We use personal data to the extent necessary to provide contractual services. The stored personal data will be treated confidentially and in accordance with the GDPR and the BDSG. Detailed information on how we handle personal data can be found in our privacy policy at https://www.oflikemind.agency/imprint

(2) The client may only offset undisputed or legally established counterclaims.

(3) The client's rights under this contractual relationship may only be transferred with our prior consent.

(4) German law applies. Where permissible, Hamburg is agreed as the place of jurisdiction.

(5) Should any provision of these terms and conditions be invalid or void, the validity of the remaining provisions shall not be affected.