General terms and conditions of business
The following terms and conditions apply to all contracts concluded between the agency and its client. They also apply to all future business relations, even if they are not expressly agreed upon again. Deviating terms and conditions of the Client that are not expressly recognized by the Agency shall not become part of the contract, even if the Agency does not expressly object to them.
1 Copyright and rights of use
1.1 The drafts and final artwork shall not be altered either in the original or in reproduction without the express consent of the Agency. Any total or partial imitation is prohibited.
1.2 In the event of violation of Item 1.1, the Client shall pay the Agency a contractual penalty amounting to 100 percent of the remuneration owed for the design service in addition to the remuneration owed for the design service.
1.3 The Agency shall transfer to the Client the rights of use required for the respective purpose. Unless otherwise agreed, only the simple right of use shall be transferred. In any case, the Agency shall remain entitled, even if he has granted the exclusive right of use, to use his designs and copies thereof for self-promotion in all media.
1.4 Any transfer of rights of use to third parties shall require a written agreement between the Agency and the Client. The rights of use shall not be transferred to the Client until the remuneration has been paid in full.
1.5 The Agency shall be named as the author in the event of duplication, distribution, exhibition and/or public reproduction of the designs and final artwork. If the Client violates the right to be named, he shall be obliged to pay the Agency a contractual penalty amounting to 100 percent of the remuneration owed for the design service in addition to the remuneration owed for the design service. This shall not affect the right of the Agency to claim higher damages in the event of a specific calculation of damages.
1.6 If the Client wishes to apply for formal industrial property rights for entry in an official register in relation to the Agency's designs, final artwork or other work, it shall require the prior written consent of the Designer.
2.1 Remuneration is net, payable plus the statutory value added tax and without deduction.
2.2 Remuneration is due upon delivery of the designs. If the designs are accepted in parts, a partial remuneration is payable upon acceptance of the first partial delivery, which is at least half of the total remuneration.
2.3 Any new use of the drafts and final artwork requires the prior written consent of the Agency. The same shall apply to uses that go beyond the originally agreed or intended scope. The Client shall pay a contractual penalty of 100 percent of this remuneration for each new or additional use that takes place without the consent of the Agency, in addition to the remuneration appropriate for the use in question.
3 External services
3.1 The Agency shall be entitled to order the external services necessary for the fulfilment of the order in the name and for the account of the Client. The Client shall be obliged to grant the Agency written power of attorney for this purpose.
3.2 Insofar as, in individual cases, contracts for external services are concluded in the name and for the account of the Agency, the Client shall be obliged to release the Agency internally from all liabilities arising from the conclusion of the contract, in particular from the obligation to pay the price for the external service.
4 Ownership, obligation to return
4.1 Only rights of use are granted for drafts and final artwork, but no property rights are transferred. The originals shall be returned undamaged to the Agency no later than three months after delivery, unless otherwise agreed in writing.
4.2 In the event of damage to or loss of the drafts or final artwork, the Client shall reimburse the Agency for the costs necessary to restore them. The right of the Agency to claim further damages shall remain unaffected.
5 Release of data
5.1 The Agency is not obliged to hand over data carriers, files and data. If the Client wishes the Agency to make data carriers, files and data available to him, this must be agreed in writing and paid for separately.
5.2 If the Agency has provided the Client with data storage media, files and data, these may only be altered with the consent of the Agency.
5.3 The Client shall bear the risk and costs of transporting data carriers, files and data online and offline.
5.4 The Agency shall not be liable for errors in data carriers, files and data that arise during data import into the Client's system.
6 Correction, production monitoring and sample documents
6.1 The Client shall provide the Agency with correction samples before the reproduction is carried out.
6.2 If the Agency is to supervise production, he and the Client shall conclude a written agreement to this effect. If the Agency carries out the production monitoring, the Client shall decide at its own discretion and give appropriate instructions.
6.3 The Client shall provide the Agency with ten perfect samples of all reproduced work free of charge.
7 Liability and warranty
7.1 The Agency shall only be liable for damages caused by itself or its vicarious agents through intent or gross negligence. Excluded from this are damages resulting from the breach of a contractual obligation that is essential for achieving the purpose of the contract (cardinal obligation), as well as damages resulting from injury to life, body or health, for which Agnetur is liable even in the case of slight negligence.
7.2 Claims of the Client arising from a breach of duty by the Agency or its vicarious agents shall become statute-barred one year after the statutory limitation period begins. Excluded from this are claims for damages based on an intentional or grossly negligent breach of duty by the Agency or its vicarious agents, and claims for damages for injury to life, body or health, even if they are based on a slightly negligent breach of duty by the Agency or its vicarious agents; the statutory limitation periods shall apply to these claims for damages.
7.3 The sending and return of work and templates shall be at the risk and expense of the Client.
7.4 With the acceptance of the work and/or the release of drafts and final artwork, the Client shall assume responsibility for the correctness of text and images, with the consequence that the Agency's liability in this respect shall cease to apply.
7.5 The Agency shall not be liable for the copyright, registered design or trademark protection or registration of the drafts and other design work that the Client is provided with for use. The Client shall carry out design, patent or trademark research itself and at its own expense.
7.6 Under no circumstances shall the Agency be liable for the legal admissibility of the intended use, in particular under competition and trademark law. However, the Agency shall be obliged to inform the Client of any legal risks, insofar as they become known to the Client during the execution of the order.
7.7 The Client is obliged to examine the work performed by the Agency within a reasonable period of time after receipt and to notify the Agency of any defects. Notice of obvious defects must be given in writing within two weeks of delivery of the work, and notice of non-obvious defects within two weeks of their discovery. Timely dispatch of the notice of defects shall be sufficient to comply with the time limit. In the event of a breach of the duty to examine and notify, the Agency's work shall be deemed to have been approved with regard to the defect in question.
8 Design freedom and templates
8.1 The Agency shall have creative freedom within the scope of the assignment. If the Client wishes changes during or after production, he shall bear the additional costs.
8.2 If the execution of the commission is delayed for reasons for which the Client is responsible, the Agency may demand an appropriate increase in remuneration. The right of the Agency to claim further damages shall remain unaffected.
8.3 The Client assures that he/she is entitled to use all templates provided to the Agency and that these templates are free from third-party rights. If, contrary to this assurance, he is not entitled to use them, or if the templates are not free of third-party rights, the Client shall indemnify the Agency internally against all third-party claims for compensation. The obligation to indemnify shall not apply if the client proves that he is not at fault.
9 Final provisions
9.1 In the event that the Principal does not have a general place of jurisdiction in the Federal Republic of Germany, or if the Principal moves his registered office or usual place of residence abroad after conclusion of the contract, or if both contracting parties are merchants, the place of residence of the Designer is agreed as the place of jurisdiction.
9.2 If one of the above terms and conditions of business is invalid, this shall not affect the validity of the remaining terms and conditions of business. We are not prepared or obliged to participate in dispute settlement proceedings before a consumer arbitration board.
Note: Should we support you in the distribution of your products, a separate distribution and consignment contract will be agreed upon individually and will be part of the cooperation.