These General Terms and Conditions (GTC) apply to all contracts between Helen Kranhold / Stefan Wisckow - referred to below as the graphic designer - and the customer for the creation and design of websites / graphic work / 3D, CGI and renderings, as well as VFX work, referred to below as graphic work.
Business customer (B2B) services:
Our services are offered exclusively to business customers and are intended for business transactions (B2B) only. By using our services, you confirm that you are acting on behalf of a company and are authorized to do so by that company.
The graphic designer undertakes to provide the services specified in the cost estimate for the creation and design of graphic work for the customer. The exact scope of services shall be specified in the cost estimate, which shall form the basis of the contract and be an integral part thereof. The graphic designer shall only owe the service defined in the cost estimate. Any additional service requested by the customer shall constitute a new order to be remunerated separately at the usual conditions, unless it is an essential partial service for the original order. The graphic designer is only responsible for the design work and is not liable for the correctness and completeness of the graphic work.
Offers of the graphic designer are subject to change and non-binding.A contract is only concluded by the confirmation of the order in text form of the graphic designer. The graphic designer keeps his offer for three months. Only the services of the graphic designer to the customer, which are fixed in the cost estimate, are owed. Oral side agreements to the contract are expressly excluded.
The customer undertakes to provide all necessary information, materials and content required for the creation of the graphic work in a timely manner upon request by the graphic designer. Delays or additional costs incurred due to late or incomplete provision by the customer shall be borne by the customer.
The customer acknowledges that the graphic designer enjoys artistic freedom in the design of the graphic works. The graphic designer will take into account the wishes and specifications of the customer, but reserves the right to make its own creative decisions, as far as it is reasonable and expedient to provide the agreed service. The graphic designer is entitled to contract work to third parties, provided that he informs the customer about it. The graphic designer remains responsible to the customer for the proper performance of the services agreed upon in the contract.
After the graphic designer has finished the graphic work, he will inform the customer immediately. The customer shall then, without requiring an additional request to accept the work free of defects or immediately, that is within ten calendar days after notification of completion, notify any change requests in text form. The acceptance shall be made by declaration in text form. The service provided by the graphic designer is also deemed to be accepted without defects if the customer uses the graphics work or has fully settled the final invoice issued to him.
The remuneration for the services of the graphic designer is determined in the individual cost estimate. Payments are due within 14 days from the invoice date without deduction. In the event of late payment, the graphic designer reserves the right to withhold further services, to settle other services already provided and to offset any outstanding counterclaims. After completion and acceptance, the customer receives a final invoice taking into account all advance payments and/ or partial payments made.
If the actual expenses exceed the estimate, the graphic designer has the right to request an extra payment of up to 10% of the original offer amount. In this case, the customer is entitled to a special right of termination according to Section 13. Depending on the content and scope of the order, the customer agrees to pay the graphic designer a partial and interim remuneration in advance. The amount of the deposit is set in the cost estimate and is due before the start of the service - with textual order placement by the customer and subsequent order acceptance by the graphic designer - to be paid. This advance is expressly part of the remuneration and will be taken into account in the final invoice for the customer.
The graphic designer reserves the right to make interim invoices in individual cases after partial services have been provided. These interim settlements are made after agreement with the customer.The repayment of the interim settlement is not considered as acceptance of the previous work.
Copyright in graphic works / VFX / 3D, renderings, CGI:
All designs, drawings, images and works created within the scope of graphic and design orders may not be modified by the graphic designer in original or reproduced form without express consent. Full or partial imitation is not permitted. The graphic designer retains the sole right of use to the designs, even if they do not reach the "creation height required for copyright protection". The transfer of rights of use shall be made in writing. The graphic designer transfers to the customer the rights of use required for the respective purpose. Unless otherwise agreed, only a simple right of use is transferred. The graphic designer remains in any case, even if he has been granted an exclusive right of use, entitled to use the designs and drafts and their copies within the framework of his own advertising. Any transfer of the rights of use to third parties requires written consent between the graphic designer and the customer. The rights of use of the customer only arise after full payment of the remuneration.
Copyright & usage rights for websites:
With the full payment of the agreed remuneration, the customer receives the exclusive right to use the created website. The customer acknowledges the copyright of the graphic designer in the created designs and grants him a simple, free right of use for reference purposes. Any transfer of the rights of use to third parties by the customer requires written consent between the graphic designer and the customer.
The graphic designer does not assume any guarantee for the service provided by him.
Disclaimer
The graphic designer is not liable for damages caused by simple negligence, unless these result from the violation of essential contractual obligations (cardinal obligations). In this case, liability is limited to the foreseeable damage that typically occurs. Liability for indirect damages, in particular lost profits, is excluded. Liability for intent and gross negligence remains unaffected. This limitation of liability also applies to the personal liability of employees, representatives and vicarious agents of the graphic designer. In addition, the parties agree that the graphic designer’s liability towards the entrepreneur is excluded insofar as the law does not provide for liability independent of fault. In addition, the graphic designer is not liable except for damages resulting from injury to life, body or health that are based on a negligent breach of duty by the graphic designer. If the graphic designer commissions external services, the respective contractors are not vicarious agents.
Liability for content of third parties/ third-party copyrights:
The graphic designer assures, that the services provided have been prepared with the greatest possible care and to the best of our knowledge and diligence, and do not infringe on any rights of third parties. If a third party claims against the customer due to the violation of rights in the designs created by the graphic designer, the customer indemnifies the graphic designer from all resulting payment claims.
After completion of the order, the customer is responsible for ensuring the security and timeliness of the website, provided that the agreed scope of services does not include subsequent website maintenance by the graphic designer. The duration and billing of a website maintenance is also agreed in the scope of services.
Both parties are entitled to terminate the contract under the legal conditions and for good cause.
The important reasons include in particular:
- the opening of insolvency proceedings over the assets of a contracting party
- the death or incapacity of one contracting party
- Long-term disability due to illness on the part of the graphic designer
The withdrawal must be declared in writing and becomes effective upon receipt of the withdrawal declaration by the other party. In the case of early termination, the graphic designer is obliged to issue the customer immediately - at the latest after seven calendar days - a final invoice for the service provided so far and deliver the designs worked out by him so far, unless they have no independent value. The customer shall make good the final invoice issued to him in accordance with Section 7.
Amendments and additions to the contract shall be made in writing. If any provision of this Agreement is or becomes void, ineffective or unenforceable in whole or in part, the validity and enforceability of all remaining provisions shall not be affected. The parties undertake to replace the void, ineffective or unenforceable provision, insofar as legally permissible, by the effective and enforceable provision which is the most closely related to an invalid or unenforceable provision of a commercial purpose pursued by the object, extent, time, place and scope of this Agreement, and which the parties have undertaken in accordance with the commercial purpose pursued by them under this Agreement, if they had considered the ineffectiveness or unenforceability of the provision. The same applies to the filling of any gaps in this agreement.
Applicable law and jurisdiction
(1) This agreement is governed by the substantive law of the Federal Republic of Germany, excluding the rules of reference of international private law.(2) The exclusive place of jurisdiction for all disputes between the parties arising out of and in connection with this Agreement and its execution, including its annexes, is, to the extent that any provision of the place of jurisdiction is permitted by law, 89165 Dietenheim, Germany.
22.07.2024
