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TERMS

General terms and conditions of the model agency 'bae-UG'

in the version of 21.01.2024

§ 1 General 

  1. These general terms and conditions apply to all contracts concluded between 'bae-UG', Teutoburger Straße 99, 33607 Bielefeld, (hereinafter referred to as 'agency' or 'bae-UG') and its commercial customers. This also applies to future business relationships between the customer and 'bae-UG', even if this is not expressly agreed upon again by the contracting parties. However, the agency remains authorized to change its terms and conditions at any time and to conclude new contracts only subject to the new terms and conditions.
  2. The current version of the valid General Terms and Conditions can be viewed at any time at www.bae-view.com/agb.
  3. Specific contractual provisions take precedence over the general provisions of these Terms and Conditions. Deviations always require a binding agreement between both parties.

§ 2 Conclusion of contract

  1. An order confirmation is concluded between the agency and the client, which sets out the specific details of the order. Only those service and price information expressly offered by 'bae-UG' in text form (email or letter) apply. The client can accept an offer from 'bae-UG' by signing and sending the signed documents in text form (email or letter).
  2. The countersignature of offers is understood as a declaration by the contractual partner's management. The customer is responsible for the legal appearance created. This applies even if the countersignature is made without a stamp, provided that the declaration is generally attributable to the customer's sphere of influence.

§ 3 Subject of the contract

  1. As a rule, the agency arranges for third-party services to the client. The agency places individuals to perform personal services on behalf of the client (hereinafter "BAEs"). These BAEs can, in particular, be models, promoters, trade fair hostesses, grid girls, moderators, influencers, or similar, depending on the client's wishes.
  2. The billing and commissioning of the BAEs is handled either by the agency as part of the placement of independent BAEs, or 'bae-UG' mediates the BAE to the client for the purpose of establishing an employment relationship (possibly short-term and/or temporary). The specific agreement for this is made in the contract and based on discussions between the parties.
  3. If placement into an employment relationship is undertaken in accordance with paragraph 2, the activity of 'bae-UG' is limited to contact mediation. 'bae-UG' is particularly not responsible for clarifying social security and pension insurance claims, labor law regulations, or any problems that may arise in this regard. 'bae-UG' will nevertheless support the client to the extent necessary if required. Otherwise, BAE alone is liable for the conclusion and fulfillment of the contract or any obstacles that may arise in this regard.
  4. Outside of training courses and the specific project assignment, as well as agreements on appointments and any (framework) working hours, the independent BAEs assigned to the customer are free to organize their work and are not subject to any instructions from the customer.
  5. The exact contractual content of the service owed by the agency or the BAEs is set out in the respective offer letter or order confirmation.
  6. The client shall ensure that the BAEs are specifically informed about the scope of work they require. This is usually done as part of promotional measures through training, which is to be organized and paid for by the client, and in other cases through a briefing on the key performance factors for the client. The client shall also ensure that the BAEs are provided with work equipment or special clothing if this is important to the client for the execution of the assignments.
  7. 'bae-UG' assumes no liability for the recognition and acceptance of the BAEs by customers and the public.
  8. The BAEs are only obligated to perform the work typically associated with the booking request, usually in connection with the presentation of goods or services. The BAEs are not obligated to perform any additional work and/or work that does not correspond to the contractual purpose. In particular, no work is owed that intrudes on the BAEs' privacy or personal sphere. Likewise, the BAEs are not obligated to perform the work at a location other than the agreed location. If the customer insists on such work, the BAE may refuse to perform these activities and, in case of doubt, also refuse to continue the contract. The customer nevertheless remains obligated to pay the full agreed remuneration.
  9. The client is prohibited from making any booking changes or additions with BAEs during the shoot days without the prior consent of bae-UG. Any booking changes made do not affect the agreement between the agency and the client or BAE.
  10. The obligation to provide evidence for influencer bookings is limited to proof that the commissioned services have been performed. In case of doubt, the performance of the service can be demonstrated by providing statistics, screenshots, insights, or similar.

§ 4 Remuneration

  1. The agency fee is based on the offer or order confirmation.
  2. The invoice includes the fee of the commissioned BAE, the costs for the transfer of usage rights according to Section 9 ("Buy-Out"), as well as travel expenses and other fees, such as KSK fees, unless the client has their own tax number with the KSK. The client will notify the agency of this upon commissioning; otherwise, the agency will assume that the client does not have their own tax number.
  3. When placing BAEs who enter into employment with the client (possibly on a short-term and/or temporary basis), the client pays the remuneration directly to the BAE as a salary; in this case, the agency commission is based on the amount of the remuneration paid plus any buyouts. The commission is due for the entire duration of the BAE's employment. The client is obligated to provide bae-UG with information about the respective amount of remuneration and duration of employment.
  4. Unless otherwise agreed, 'bae-UG' is entitled to charge the client an agency commission of 20% of the agreed fee plus buyouts.
  5. Remuneration is subject to VAT at the current rate of 19% applicable at the time of the order.
  6. The agency is entitled to request advance payment of 50% to 100% of the invoice amount stated in the order confirmation or quotation. This advance payment is payable within 10 days of invoicing. The remaining amount is due upon service provision and is also payable within 10 days of invoicing.
  7. In the event that a requested deposit/prepayment is not paid on time, 'bae-UG' is entitled to terminate the contract immediately or withhold the agreed service until full payment is received. In this case, the customer is not entitled to any compensation. 'bae-UG' retains the right to the deposit for the expenses incurred and the booking of the BAE, unless the customer proves that 'bae-UG' has not incurred any corresponding expenses and/or damages.
  8. In the event of premature termination of an order due to the fault or conscious decision of the customer, Section 7 (3) shall apply.
  9. For each hour or part thereof beyond the booking period, 15% of the daily rate plus a 20% agency commission will be charged. For half-day bookings, double the agreed half-day rate will be charged as the daily rate. Hourly bookings are only possible after separate agreement with 'bae-UG'.

§ 5 Offsetting, retention

  1. The customer is only entitled to offsetting rights if his counterclaims have been legally established, are undisputed, or have been acknowledged by the agency, or are disputed but ready for decision in court proceedings. This does not apply to consumers within the meaning of Section 13 of the German Civil Code (BGB).
  2. A right of retention can only be asserted due to counterclaims arising from the respective legal relationship. The right to refuse performance under Section 320 of the German Civil Code (BGB) remains unaffected. 'bae-UG' is entitled to a right of retention on the performance in the event of non-payment of the advance payment, regardless of the right of termination (Section 4).

§ 6 Catering

  1. The customer undertakes to provide the independent BAE arranged by 'bae-UG' with sufficient food and drinks free of charge.
  2. If this does not happen, 'bae-UG' is entitled to charge the customer expenses in the amount of €40.00 per day plus the applicable statutory VAT per BAE.

§ 7 Project failure / cancellation of an assignment 

  1. The customer remains obligated to pay the contractually agreed fee in the event of a project cancellation for which he or she is responsible. The same applies to the cancellation of a project through no fault of 'bae-UG' or BAE itself (e.g., cancellation or curtailment of an event), unless the cancellation was due to force majeure.
  2. If a BAE is unavailable due to illness or force majeure, 'bae-UG's obligation to provide the contractually agreed service shall cease to apply if 'bae-UG' is unable to procure an equivalent replacement at short notice despite appropriate efforts. 'bae-UG' will notify the customer immediately of the unavailability or replacement.
  3. The legal consequences of the unilateral cancellation of an assignment by the customer depend on the time remaining until the scheduled assignment. 'bae-UG' generally receives compensation for services rendered, expenses already incurred (including third-party costs), and a reasonable share of the remaining contractually agreed claims; unless otherwise agreed, 'bae-UG' is entitled to payment from the customer of a lump sum compensation amounting to 50% of all outstanding services; however, the right to prove higher damages remains reserved. If the customer cancels an assignment 1-3 weeks before the assignment, cancellation fees amounting to 80% of the previously agreed total amount (BAE's fee, buy-out + agency commission) will apply. If the customer cancels the assignment less than 1 week before the assignment, cancellation fees amounting to 100% of the previously agreed total amount (see above) will apply. The assertion of higher, actually incurred damages remains explicitly reserved. With regard to the costs of the buy-out, particular reference is made to Section 9 (4).
  4. Section 7, Paragraph 3, Sentences 2 and 3 also apply in particular to cases in which the client places the order with the agency for the first time within the specified period. For example, an order for an assignment on December 10th is placed on December 5th. In these cases, the client bears the full risk of default due to the explicitly requested, spontaneous booking.

§ 8 Selection of BAEs

  1. Before the selection services are carried out, the client presents the agency with all details of the planned campaign, including the planned content. This includes, in particular, the type of campaign and the intended objective. Once the content has been communicated to the agency, the agency is responsible for selecting suitable BAEs. The agency presents the content communicated by the client to suitable BAEs and inquires about availability.
  2. Unless otherwise agreed, 'bae-UG' will select a number of possible BAEs from the pool of available BAEs contacts that meet the customer's contractually agreed requirements and the desired purpose. The customer must select the contractually agreed number of desired BAEs.
  3. After selecting the desired BAEs, a change is only possible with the written consent of the agency.
  4. In the event of a BAE being rejected, the customer is obligated to immediately inform 'bae-UG' of the reasons for this in text form (email). If the reasons in this case would justify immediate termination of an employee (e.g., refusal to work, insulting the customer, statements about the customer that are detrimental to the business, fraud, theft, and embezzlement to the detriment of the customer, suspicion of a criminal offense, unauthorized vacation, threatened sick leave, sexual harassment of colleagues, time fraud), the customer has the option of withdrawing from the contract with immediate effect. In this case, only the working hours performed up to that point by 'bae-UG' and/or the working hours performed by the BAE without objection, as well as any buyouts, if applicable, are payable.
  5. If the customer fails to provide the reasons stipulated in paragraph 2 or if the reasons are not sufficient for termination without notice, the rejection of the BAE – regardless of the reason – shall be deemed a cancellation of the assignment in accordance with "Section 7. Cancellation of an Assignment" with the legal consequences of Section 7 paragraph 3.
  6. After rejection, the customer has the option (but not the obligation) to book another BAE with bae-UG as a replacement. However, bae-UG is only obligated to arrange an equivalent BAE if the initially arranged BAE was not properly selected.
  7. If the customer fails to reject the goods, subsequent claims for compensation (damages) are excluded. This does not apply to claims for which 'bae-UG' assumes unlimited liability due to injury to life, body, or health or due to gross negligence.

§ 9 Rights of use for images of BAEs

  1. For the use of images (photographs or video recordings) of BAEs, the customer must pay a separate fee for the granting of usage rights ("buyout"). For the avoidance of doubt, the customer is responsible for additionally obtaining the photographer's photographic copyright.
  2. Buyouts are usually regulated to the following extent:
    1. Timely
      1. for a specific period
      2. unlimited or
      3. only at a certain time
    2. Content (for)
      1. Above the Line (print, flyers, catalogs, etc., usually for a certain number of prints/editions);
      2. Viral marketing (social media, emails, YouTube), usually depending on the recipient group / number of followers, subscribers, etc.;
      3. Web advertising (banners, pop-ups, apps, downloads, prerolls, layer ads, ad clips, web sponsorship, etc.);
      4. Measure,
      5. Below the line (POS)
      6. For licensing (e.g. use by third parties in their own interest)
    3. Spatial
      1. Per country
      2. For certain countries (DACH, USA, etc.)
      3. Europe or other continents
      4. Worldwide and
    4. Simply, exclusively, exclusive / Non-exclusive
      1. Simple: 'bae-UG' can also grant licenses to images on this day and for this event to third parties
      2. Exclusively: only the customer may use the images; he may, depending on the content regulations, and only in consultation with 'bae-UG', grant sublicenses if necessary
      3. Exclusive: the BAE is exclusively available to the customer for the agreed period and will not accept any other activities for other customers.
    NOTE: If no agreement has been made regarding any of the above provisions, the use in this respect shall be deemed to be limited to the contractually agreed purpose; in case of doubt, the use solely for the contractually agreed purpose shall be agreed and permitted.
  3. If 'bae-UG' includes buyouts in its offer, the agency assumes that the use of images is intended by the client or its licensees. The client confirms this by accepting such an offer.
  4. Buyouts will then collect and reimburse 'bae-UG' in full at the time of booking confirmation from BAE. If the customer cancels or terminates the contract after this time, any resulting damages to 'bae-UG' will generally be reimbursed in accordance with these Terms and Conditions.
  5. In this respect, the decisive factor for the creation of a claim for buyouts is not whether the images are actually used by the customer, but solely whether the parties have reached an agreement on the corresponding remuneration.
  6. Rights of use are only granted after payment of the necessary remuneration.
  7. The agreed usage period is determined from the offer. If no specific period is specified there, the usage period begins one month after the completion of the respective booking date; for related services, one month after the last booking date in the specific project.
  8. The customer is responsible for clarifying the photographer’s rights.
  9. If BAE is booked as a promoter, trade fair hostess, or similar, only photographic documentation of the work is permitted for internal documentation purposes. Further usage rights must be clarified with the agency before using any photographs.

§ 10 Claims for compensation (damages) in the event of excessive use

  1. Any use of images in terms of content or time beyond the contractually agreed use requires the express consent of 'bae-UG' and, if applicable, separate remuneration.
  2. If the following conditions are met, the agency is entitled to charge the client a research fee for reviewing and evaluating the granting of usage rights. This fee amounts to 15% of the total amount of the buyouts originally agreed with the client in accordance with Section 9. The agency may only charge this research fee if it has actually and verifiably been established that the client has exceeded the usage rights (Section 10 (1)) and the BAE is compensated for this.
  3. For any use of BAE images that exceeds the contractually agreed period of use without prior consultation and approval from 'bae-UG', the customer is obligated to pay an appropriate contractual penalty determined by the agency. The amount of the contractual penalty is:
    • If the usage rights are exceeded by up to two weeks: 50% of the total amount of buyouts and agency commission
    • If the usage rights are exceeded by 2 weeks up to 12 weeks: 100% of the total amount of buyouts and agency commission
    • if the usage rights are exceeded by 12 weeks or more: 200% of the total amount of buyouts and agency commission

For each additional usage interval, the above-mentioned contractual penalty applies cumulatively. Example:
Granting of usage rights for one year. Exceeding the usage rights for a period of 1 year and 1 month. Contractual penalty: 300%

Note: For any further use desired after the time of assertion of the contractual penalty, the customer is obligated to pay the agency commission and buyouts in accordance with the original contractual agreement, or the customer will be offered further use on this basis.