Ogilvy GmbH
General Terms and Conditions (GTC)
for the provision of agency services (as of 11/2025)
I. Definition of terms, scope of application
1. These General Terms and Conditions apply to Ogilvy GmbH. The terms “order”, “agency”, and “client” are to be understood in the commercial sense. “Order” refers to the contractual relationship regardless of the type of contract, “agency” refers to Ogilvy GmbH, “client” refers to the party who is to receive the main service and pay the remuneration.
2. Any deviating terms and conditions of the client shall only be valid if the agency has accepted them in writing.
II. Dates, delivery periods
1. Dates and delivery periods are generally non-binding guidelines. This does not apply if dates have been expressly agreed in writing as fixed.
2. The agency shall not be liable for delivery delays resulting from the client's failure to fulfil its necessary obligations to cooperate.
3. If the client is in default of acceptance or culpably violates other obligations to cooperate, the agency shall be entitled to demand compensation for the damage incurred in this respect, including any additional expenses. Further claims remain reserved.
III. Scope of services, remuneration
1. The scope of the individual services and the remuneration owed are set out in the agency's service description. If no remuneration is specified for a service, the agency's price lists valid at the time of commissioning shall apply. Additional expenses incurred by the agency, in particular due to changes and additions requested by the client, shall be charged as additional expenses in accordance with the agreed hourly rates or, alternatively, the agency's price lists valid at the time of the order.
2. The client shall bear the damage incurred as a result of work having to be repeated in whole or in part as well as work delayed by the agency due to incorrect, subsequently corrected or incomplete information received from the client, provided that the client is responsible for the damage.
3. The agency may also have the services for which it is responsible performed by third parties as subcontractors. The client may only reject such a third party if there is an important reason for doing so.
4. If the client terminates an order that it has approved to the agency prematurely, § 648 BGB shall apply between the contracting parties with regard to the agency's fee.
5. The agency shall only be obliged to check the legal admissibility of the advertising (in particular competition, trademark, food and drug law) if this is expressly the subject of the order. If the client commissions the agency to provide these services, it shall bear the resulting fees and costs of the agency and third parties (lawyers, authorities, etc.) at market rates, unless otherwise agreed.
6. The agency is not obliged to check the accuracy of factual statements contained in the advertising and approved or released by the client regarding the client's products and services. The agency's services shall also be deemed to have been provided in accordance with the contract if they are not registrable or protectable (e.g. patents, trademarks, copyright protection), unless expressly agreed otherwise. The agency is not obliged, but is entitled, to make its services the subject of property right applications. For the purpose of review and approval, the agency shall submit all drafts to the client prior to publication. Upon approval of the work, the client assumes responsibility for the accuracy of the content, images, sound and text.
IV. Production monitoring (awarding, coordinating and monitoring the production of advertising materials)
1. As part of production monitoring, the agency shall select suitable advertising material manufacturers and issue production orders in writing after approval by the client. Individual orders up to a maximum of €2,000 do not require approval by the client. Orders are placed with advertising material manufacturers in the name and on behalf of the client, unless otherwise expressly agreed in writing.
2. The agency coordinates production and checks the services and invoices of the manufacturers.
3. For production monitoring in accordance with sections IV.1 and 2, the agency shall receive an agency fee amounting to 15% of the net value of the invoices issued by the advertising material manufacturers. The agency fee shall be payable upon settlement of the manufacturers' services.
4. If, by way of exception, the agency places production orders in its own name and on its own account on the basis of an express agreement with the client, all external costs incurred shall be charged by the agency to the client. The agency shall be entitled to demand immediate advance payments up to the gross order value for production orders with an estimated value of €5,000 or more.
V. Liability, warranty
1. The agency shall be liable for intent and gross negligence in accordance with statutory provisions. However, liability for warranty claims for defects shall be limited to 12 months from delivery.
2. In cases of slight negligence, the agency and its vicarious agents shall only be liable if a material contractual obligation (cardinal obligation, i.e. an obligation whose fulfilment is essential for the proper execution of the contract and on whose fulfilment the other party to the contract regularly relies and may rely) is breached or in cases of delay or impossibility.
3. In the event of liability for slight negligence, the liability of the agency and its vicarious agents for breach of duty and tort, as well as for claims for reimbursement of futile expenses, shall be limited to such damages as are foreseeable or typical.
4. The aforementioned limitations of liability and the reduced warranty obligation shall not apply to the absence of warranted characteristics, cases of malice, injury to life, limb or health, legal defects or liability under the Product Liability Act.
5. The client cannot claim damages as a result of contestation due to errors through no fault of their own and printing or transmission errors which entitle the agency to contestation.
VI. Acceptance
If the agency owes a specific work result, i.e. an individualisable work (e.g. draft), the client is obliged to accept it. Acceptance shall be deemed to have taken place if it is not declared or refused within seven days of delivery, provided that the work result essentially corresponds to the agreements. If there are significant deviations, the agency shall remedy these deviations within a reasonable period of time and resubmit the work result for acceptance. Acceptance shall be deemed to have taken place at the latest upon payment or use of the work.
VII. Invoice, price, payment, terms of payment
1. The agency shall invoice its services immediately after they have been rendered.
2. Unless other terms of payment have been agreed, payment shall be made within 20 days of invoicing without deduction.
3. All prices are net prices and do not include statutory value added tax. Customs duties, fees and other
charges, as well contributions to the German Künstlersozialversicherung (Artists’ Social Security), shall be
borne by the client, even if they are levied retrospectively.
4. The client may only offset the agency's remuneration claims with undisputed or legally established claims. The client may only assert a right of retention in cases of undisputed or legally established claims.
VIII. Expenses
1. Each party shall bear the costs of postage, telephone and fax incurred in the course of business with the
other party
2. Travel expenses shall be charged to the client as follows:
- External costs: according to receipts
- Hourly rate: see current standard price list
- Own car: €0.51/km
3. All other costs, such as solicitor's fees, courier costs, transport costs for the preparation and supervision of advertising material production, as well as colour copies and colour printouts ordered by the client, shall be charged to the client according to receipts.
IX. Copyright usage rights/ancillary copyrights
1. Unless otherwise specified in the service description, upon full payment, the client shall acquire the rights of use required for the purpose of the contract to the advertising materials designed by the agency for the term of the agency contract, but for at least 6 months after acceptance. The rights of use are limited to the territory of the Federal Republic of Germany. Any editing or change to the content of the advertising material designed by the agency is only permitted with the prior consent of the agency. The transfer or licensing of the rights of use by the client to third parties requires the prior written consent of the agency in order to be effective. If the agency creates software as part of its contractual services, the respective source code and the corresponding documentation are not subject to the granting of rights to the client. If the client wishes to be provided with the source code, this must be agreed separately with the agency.
2. If rights of use or exploitation (e.g. photo, film, copyright, GEMA rights) or the consent of third parties (e.g. personal rights) are required for the creation or implementation of the agency's work results, the agency shall obtain the rights and consents of third parties on behalf of and for the account of the client. This shall only be done to the extent necessary for the intended advertising measure in terms of time, space and content, unless otherwise expressly agreed in writing. Additional claims pursuant to sections 32, 32a of the German Urheberrechtsgesetz (UrhG, Copyright Act) shall be borne by the client.
3. TThe agency accepts no liability for the absence of third-party rights in relation to the advertising material and work results it delivers
4. The agency may use the advertising material it has designed for its own advertising purposes on its website and on data carriers (e.g. USB sticks, DVDs) regularly created by it for its own advertising purposes for an unlimited period of time.
5. Rights of use for designs rejected or not executed by the client shall remain with the agency. This also applies in particular to services provided by the agency that are not subject to special legal rights, in particular copyright.
X. Use of artificial intelligence (AI)
1. When creating work results, the agency shall, at the express request and instruction of the client, use AI-supported software solutions in order to provide the contractual services in whole or in part. The parties agree that the services generated by such AI systems are not subject to copyright or ancillary copyright protection and that the client cannot be granted any intellectual property rights of use that would allow them, among other things, to exclude third parties from use.The agency shall only transfer to the client the rights of use to work results or content and materials generated via AI-supported software solutions if and to the extent that the agency has actually received such rights within the scope of the applicable licence or other contractual terms and conditions of the respective generative AI tool. The client is solely responsible for assessing whether the work results produced in this way are suitable for the contractually intended use and can be used. The client is aware and agrees that the providers of AI-supported software solutions may grant themselves simple rights of use to the services generated, e.g. for training purposes.
2. The agency shall ensure that employees who use AI tools in the course of providing services are
adequately familiar with the specific risks of the respective AI system and use them in accordance with
the contract.
However, due to the large number of unresolved legal issues surrounding the use of AI-generated services, the agency cannot assume any guarantee or liability for the legal admissibility of the contractual use of the individual AI-generated services. In particular, the agency does not assume any warranty or liability for the granting of rights to the AI-generated services to a specific extent or for the fact that their use is permissible under competition, personal rights or data protection law, or that the use of such generated services does not infringe any third-party intellectual property rights resulting from the fact that the AI tools used may have been trained with third-party intellectual property. The agency's liability for such infringements is excluded. The client shall indemnify the agency against any claims by third parties (including reasonable costs of out-of-court or court proceedings) asserted by them on the basis of infringements resulting from the contractual use of AI-generated work results. The parties shall inform each other immediately if claims are asserted by third parties.
3. The agency shall use the options provided by the providers of generative AI tools to protect the client’s confidential information. Otherwise, the disclosure of confidential information to the providers of generative AI tools is permitted, unless
- the information in question is clearly designated as information that may not be used in this way.
- it is apparent from the nature of the information in question that it is not to be used in this way
4. The above special provisions in sections X.1 to 3 on the use of AI shall take precedence over the other contractual provisions insofar as the subject matter of the provisions is identical.
XI. Meeting reports
Within three working days of each meeting with the client, the agency shall submit meeting reports. These reports shall be binding as a legally binding working basis for the further processing of projects, unless they are objected to in writing within a further three working days
XII. WPP Code of Conduct for Suppliers and Business Partners
The client agrees to the WPP Code of Conduct for Suppliers and Business Partners, which is attached as an appendix.
XIII. Final provisions
1. The place of jurisdiction for all disputes between the client, who is a merchant, and the agency is the registered office of the agency.
2. Only the law of the Federal Republic of Germany shall apply, excluding German international private law.