1. General

In the following General Terms and Conditions (“GTC”), Glowstaff GmbH, Im Mediapark 5, 50670 Cologne, is referred to as the “Agency” or “Glowstaff”. These General Terms and Conditions apply to all contracts concluded between Glowstaff and its commercial customers. This also applies to future business relationships between the client and Glowstaff, even if this is not expressly agreed 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.

(1) The current version of the valid General Terms and Conditions can be viewed at any time at www.glowstaff.de/en/terms.

(2) Special provisions in contracts shall take precedence over the general provisions of these General Terms and Conditions. Deviations always require a binding agreement between both parties.

2. Contract closing

The presentation of Glowstaff’s services on the company website does not constitute an offer to conclude a contract. An order is concluded between the agency and the customer when the specific details with service and price information have been specified in text form (e-mail, fax or letter). The customer must accept the order confirmation by signing and sending the signed documents in text form. The countersignature of offers is also valid without a stamp provided that the declaration can be attributed to the customer’s sphere.

If the offer is carried out by a third party on behalf of an end customer (for example by a marketing agency), the booking party becomes a direct contractual partner of Glowstaff within the meaning of these Terms and Conditions agreement.

The potential customer is also not allowed to mediate direct orders with contractors selected by Glowstaff or pass on their contact details to third parties, even if no order is placed.

3. Subject of the contract, duties and rights

Glowstaff acts as an agent for the provision of third-party services to the client. Glowstaff places persons (hereinafter referred to as “talents”) for the performance of personal services on behalf of the client. These Talents may be models, presenters, actors, trade fair hostesses, promoters, grid girls, influencers or similar. The exact contractual content of the service owed by Glowstaff or the talents is set out in the respective offer letter or order confirmation. Glowstaff undertakes to provide the client with the agreed talent and to ensure that the talent arrives at the agreed assignment location on the agreed assignment date and has been informed of all previously discussed assignment conditions and requirements. The agency assumes no guarantee for the recognition and approval of the talent by the client and the audience and assumes no guarantee for the quality of the talent’s performance during the assignment. In particular, Glowstaff is not liable for the subjective satisfaction of the client or the audience with the talent’s performance.

The billing and commissioning of the Talent is carried out either via Glowstaff as part of the placement of self-employed Talent or Glowstaff places the Talent with the Client for the purpose of establishing an employment relationship (which may be short-term and / or temporary). The specific agreement on this is made in the contract and on the basis of discussions between the parties.

The client is obliged to provide the talents with the following rest breaks (paid):

6-9 hrs. working time – 30 min. rest break
9-10 hrs. working time – 60 min. rest break

The client undertakes to provide the talent provided by Glowstaff in fulfillment of the contract with sufficient food and drinks free of charge. If this does not happen, Glowstaff is entitled to charge the client expenses in the amount of €15.00 per talent per day.

4. Non-Solicitation Clause

The client undertakes not to employ any Glowstaff talent directly or indirectly as employees, freelancers or similar workers during and for 12 months after termination of this contract and not to commission the talent directly. The client may also not provide third parties with the contact details.

The talents may only be booked via Glowstaff. For each case of infringement, the client shall pay Glowstaff a contractual penalty of EUR 3,000 per infringement.

In the case of the enticement of several talents from Glowstaff, each employee is deemed to be a separate infringement, irrespective of whether the enticement of the talents from Glowstaff takes place simultaneously or separately. The compensation shall be set higher if Glowstaff proves to the client that the damage is higher.

5. Payment conditions

(1) Amount payable:
The agency remuneration is based on the specific contractual terms and conditions discussed. The calculation includes the talent’s fee, the costs for the transfer of usage rights and travel expenses (if agreed on).

(2) Additional Services and Overtime Payments:
Any significant deviations from the tasks pre-approved and agreed upon via email between the client and the agency will incur an additional fee of €30 to €50 per talent per day, depending on the extent of the difference from the originally booked tasks. The client acknowledges that assigning unapproved tasks may result in additional costs, as these fees are necessary to compensate the talents for the added responsibilities and to cover the agency’s efforts in ensuring the proper execution of the newly assigned tasks.
For every hour or part thereof that exceeds the agreed booking time, the agency may charge a surcharge of 15% on top of the regular hourly rate. This fee accounts for the increased talent compensation and the administrative efforts required.

(3) Full Payment Without Deductions / Deductions, Fees, and Currency Adjustments:
The invoiced amount must be transferred in full without any deductions. The customer is responsible for all transfer fees, bank charges, currency conversion fees, or any other costs incurred during the payment process, ensuring the full invoice amount is credited to our account. For payments made in a currency other than Euros, the customer is required to account for potential exchange rate differences and ensure the full invoice amount in Euros is received in our account. In the event that the credited amount is less than the invoiced amount due to any fees or deductions, the customer is obligated to promptly settle the outstanding balance.

(4) Late Payments and Penalties:
If the client defaults on payment of the invoice amount, Glowstaff may charge the client default interest in the amount of 9 percentage points above the current German base interest rate in accordance with the provisions for B2B transactions in Section 288 (2) BGB. In addition, Glowstaff is entitled to charge a flat-rate reminder fee of up to €40 or to withdraw from the contract.

(5) Advance Payments:
The Glowstaff agency is entitled to demand advance payment of between 50% and 100% of the invoice amount stated in the order confirmation or quotation. This advance payment is payable within 14 days of invoicing. The remaining amount is due at the time of performance and is also payable within 14 days of invoicing.

6. Offset, Right of Retention

The client shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or recognized by the agency or are disputed but ready for decision in court proceedings. This shall not apply to consumers within the meaning of § 13 BGB.

A right of retention can only be asserted due to counterclaims arising from the respective legal relationship. The right to refuse performance according to § 320 BGB remains unaffected by this. Glowstaff is entitled to a right of retention in the event of non-payment of the deposit, irrespective of the right of termination.

7. Project failure and Cancellation

In the event that the client cancels the order

(1) up to 7 days before the start of the assignment, 80% of the total amount previously agreed in the offer

(2) from the 7th day before the start of the assignment 100% of the total amount previously agreed in the offer

These cancellation fees also apply if the client informs the talents that the order has been canceled and the talents do not appear for this reason. In the case of open-air events that take place wholly or partly outdoors, the client bears the weather risk.

In this case, the client cannot invoke the fact that the talent did not offer the work and the cancellation fees are not payable for this reason.

If the arranged talent is unavailable due to illness or force majeure, Glowstaff is released from the obligation to provide the contractually owed service insofar as it is not possible for Glowstaff to provide an equivalent replacement at short notice.

8. Selection of talents

The client undertakes to provide Glowstaff with all documents and information necessary for the provision of the contractually agreed services in a timely, accurate and complete manner.

Insofar as the content has been communicated to the agency, the agency is responsible for selecting suitable talent. The agency shall present suitable talent to the client, enquire about availability and present the talent to the client.

After selection and confirmation of the desired talents, a change is only possible with the written consent of the agency.

9. Rejection or Cases of Dissatisfaction with Talents

Complaint submission: An unfounded rejection of a talent is not permitted. In the event of dissatisfaction with a talent’s performance, the client is obliged to inform the agency immediately and provide concrete, constructive feedback. It is the agency’s responsibility to pass this feedback on to the talent and to ensure that it is understood and that misunderstandings are avoided. Direct feedback from the client to the talent is not permitted, as this may lead to misunderstandings or ambiguities. A complaint can only be submitted via the agency so that the agency can remain responsible.

Opportunity to improve: After receiving feedback from the client, the agency will immediately discuss the criticism and possible consequences with the talent and ensure that the feedback has been understood. The talent must be given the opportunity to implement the feedback and adjust their performance. This step is mandatory and essential before any further action can be considered. This ensures fairness and the opportunity to meet the client’s expectations.

Follow-up: Only after the talent has been given a reasonable opportunity to adjust can further discussions about possible actions, such as replacement, rejection or cancellation, take place. Decisions on such measures may only be taken after consultation with the agency and only if the clarification process has been carried out properly. If, despite these steps, the performance is not satisfactory, the client and the agency will work together to find a fair solution. This will ensure that no party is unfairly penalized or held accountable without due process.

(1) If the client fails to follow this procedure, a rejection of the talent – for whatever reason – shall be deemed a cancellation of the assignment in accordance with §7.

(2) If the client follows this procedure and if the agency agrees to the client’s request to reject or cancel the assignment, e.g. because it agrees with the client’s points of criticism, then only the working time performed up to that point and the agency services already rendered shall be remunerated.

10. Rights of use to photo, video and sound recordings

For the commercial use of images (photographs or video recordings) of the talents, the client must pay a separate fee for the granting of rights of use (“buyout”).

For the avoidance of doubt, the client is responsible for obtaining the photographer’s photographic copyright.

Any use of images that goes beyond the contractually agreed use in terms of content or time requires the express consent of Glowstaff and, if applicable, separate remuneration.

11. Liability

Glowstaff shall be liable exclusively in accordance with the relevant statutory provisions – irrespective of the legal grounds. Glowstaff shall be liable for damages in cases of intent and gross negligence. In the event of simple negligence, Glowstaff shall only be liable: for damages resulting from injury to life, limb or health, for damages resulting from the breach of a material contractual obligation (obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, Glowstaff’s liability shall be limited to compensation for foreseeable, typically occurring damages and, in the case of financial losses, to the amount of the agreed net remuneration in each case. Any contributory negligence on the part of the client shall be offset against the amount of any claim for damages.

The resulting limitations of liability shall not apply if Glowstaff has fraudulently concealed a defect or has assumed a guarantee for the quality of the service.
of the service. The same applies to claims of the client under the Product Liability Act. Any further liability for damages is excluded, regardless of the legal nature of the asserted claim.

This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or tortious claims for compensation for property damage in accordance with § 823 BGB. Insofar as Glowstaff’s liability for damages is excluded, this also applies with regard to the personal liability for damages of its employees, representatives and vicarious agents. The above liability provisions do not imply a change in the burden of proof to the detriment of the client.

12. Final clause

This agreement is subject to German law. Should any provision of these terms and conditions be invalid or unenforceable, this shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provision, a provision shall be deemed agreed that comes closest to the economic purpose of the invalid provision or corresponds to the statutory provision. The same applies to any loopholes.

Amendments and additions to the contract must be made in electronic form and are only valid if explicitly confirmed by the management of Glowstaff.

The place of jurisdiction for all claims arising from the contract is the city of Cologne Germany.

Glowstaff GmbH is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.