Payment.

1. Scope

These payment terms apply to every invoice issued by 4REACT UG (haftungsbeschränkt) (“4REACT”), Wetzlarer Str. 24, 14197 Berlin, Germany, for agency, management, booking, publishing, marketing, media and creative services. They supplement our terms of service. Individually agreed terms take precedence. These terms apply only where they were effectively incorporated into the contract; an invoice does not unilaterally change an existing agreement.

A consumer is any natural person entering into the contract for purposes outside their trade, business or profession (§ 13 BGB). A business client is any natural or legal person or partnership acting in the exercise of their trade, business or profession (§ 14 BGB).

2. Due date

Invoices are payable within 30 days of the date of the invoice, without deduction, unless a different payment period was agreed with the client. A different date printed on an invoice does not by itself amend the agreed payment period. Payment is made to the account shown on the invoice, quoting the invoice number as the payment reference.

Unless the client specifies otherwise when paying, payments are allocated in accordance with § 366 BGB.

Please check every invoice on receipt. Objections should be raised in writing without undue delay so that we can correct errors quickly.

Invoices are issued electronically and are valid without a signature.

3. Advance payment

4REACT reserves the right to make the start of work conditional on an advance payment. The advance payment amounts to 50 percent of the agreed net fee and is not subject to any upper limit. Media and creative production is invoiced on the same basis: 50 percent on commissioning and 50 percent on delivery, as set out in the media and creative services agreement. Where the engagement is agreed on an ongoing or retainer basis, the advance payment is calculated from the fee for the first billing period.

The requirement, amount and due date of an advance payment must be agreed before the contract is concluded or in a subsequent agreement. It is invoiced separately and credited in full against the final invoice. Without an agreed different payment period, section 2 applies.

Third-party costs committed on the client’s behalf (in particular travel, licenses, talent fees and location or equipment rental) may be invoiced in advance in full, in addition to the advance payment.

4. Late payment and default interest

Default and default interest follow Sections 286 and 288 BGB. A due invoice alone does not always put the client in default. A reminder is required unless a statutory exception applies, for example an agreed calendar payment date. Interest accrues only for the period of default.

Business clients: default interest of 9 percentage points per annum above the German statutory base rate under § 247 BGB applies, pursuant to § 288 (2) BGB. In addition, 4REACT is entitled to the statutory EUR 40.00 lump sum where § 288 (5) BGB applies. It is not charged again for each reminder of the same overdue payment claim and is credited against recoverable costs of legal enforcement as required by law.

Consumers: default interest of 5 percentage points per annum above the German statutory base rate under § 247 BGB applies, pursuant to § 288 (1) BGB. The flat-rate compensation of EUR 40.00 does not apply to consumers. The automatic 30-day rule applies to consumers only if the invoice specifically draws attention to that consequence (§ 286 (3) BGB). Default may arise earlier under another statutory ground, including a reminder after the payment became due.

Clients outside Germany: these rules apply insofar as German law governs the claim. Mandatory applicable law, including consumer protection, remains unaffected; a foreign rate is not selected merely because it is higher. The right to claim further damages caused by the delay remains unaffected.

5. Retention of title and usage rights

All work results and materials created in connection with an engagement remain the property of 4REACT until the corresponding invoice has been paid in full. This includes, but is not limited to, recordings, film and photographic footage, raw and master files, design, artwork and campaign assets, project and working files, and strategy, planning and production documents.

Rights of use of any kind (in particular rights of publication, reproduction, broadcast and commercial exploitation) transfer to the client only upon receipt of full payment. Until then, any use is permitted revocably only.

Until payment has been received in full, 4REACT may withhold deliverables and suspend ongoing services pursuant to § 273 BGB. Where both parties are merchants, the commercial right of retention under § 369 HGB applies in addition. We will inform the client before exercising this right.

6. Set-off and assignment

Business clients may set off claims that are undisputed, have been established with final legal effect, or arise from the same contractual relationship, and may exercise a right of retention only where their counterclaim arises from the same contractual relationship. For consumers, the statutory provisions apply without restriction.

7. Value added tax

Invoices state the applicable German value added tax. For services supplied to businesses in other EU member states, the reverse charge procedure applies where its requirements are met; VAT liability then transfers to the recipient pursuant to Art. 196 of Council Directive 2006/112/EC (§ 13b UStG).

8. Right of cancellation for consumers

Consumers entering into a distance contract or a contract concluded away from business premises have a statutory right of cancellation. The conditions, periods and consequences, together with the model cancellation form, are set out in our cancellation policy. Nothing in these payment terms limits that right.

9. Governing law and jurisdiction

All contractual relationships are governed exclusively by German law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). For consumers, this choice of law does not deprive them of the protection afforded by mandatory provisions of the law of their country of habitual residence.

Insofar as the client is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with an invoice is Berlin, Germany, pursuant to § 38 ZPO. For consumers, the statutory places of jurisdiction apply.

We are neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board.