GTC

1 Scope of application

1.1 2bu design – hereinafter referred to as Designer – provides its services exclusively on the basis of these General Terms and Conditions. These shall be deemed to have been agreed if they are not objected to immediately.

1.2 Deviations from these Terms and Conditions require the express written approval of the Designer in order to be effective.

1.3 If provisions in contracts concluded with the Designer contradict individual provisions of these GTC, the provisions of the contract shall take precedence. The validity of the remaining GTC shall remain unaffected by this.

1.4 The Designer is authorised to amend or supplement the GTC at any time. The contractual partner (client, customer) has the right to object to such changes. If the Client does not object to the amendments to the GTC within two weeks of notification of the amendment, the amendments shall be incorporated into current contracts.

2 Copyright and right of use

2.1 Every order placed with the Designer is a copyright contract for the granting of rights of use to the work.

2.2 All drafts and final artwork are subject to copyright law. The provisions of the Copyright Act shall apply even if the necessary protection requirements are not met in individual cases. In particular, the Designer is entitled to the copyright claims under §§97 ff. UrhG.

2.3 The designs and final artwork may not be altered either in the original or in reproduction without the express consent of the Designer. Any imitation of –, including parts of –, is not permitted. Any breach of these provisions shall entitle the Designer to demand a contractual penalty in the amount of twice the agreed remuneration. If no such remuneration has been agreed, the usual remuneration in accordance with the AGD Remuneration Agreement for Design (SDSt/AGD) shall be deemed to have been agreed.

2.4 The Designer transfers 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 each case. Any transfer of the rights of use to third parties requires written agreement. The rights of use shall not be transferred until the remuneration has been paid in full.

2.5 In any case, the Designer remains authorised to use his designs and reproductions for his own advertising purposes, even if he has granted the exclusive right of use.

2.6 The Designer has the right to be named as the author on the reproductions and in publications about the product. Any infringement of the right to be named entitles the Designer to compensation. Without proof of higher damages, the compensation shall amount to 100% of the agreed or customary remuneration in accordance with the AGD Remuneration Agreement for Design (SDSt/AGD). The right to claim higher damages upon proof remains unaffected.

2.7 The layout proposals produced by the Designer are also subject to his exclusive right of use in terms of idea and execution. If an order does not materialise, the layout proposals may neither be passed on to third parties nor used in any form, not even in a modified form. In the event of a breach, the client shall pay a contractual penalty in the amount of 100 % of the remuneration agreed for the complete execution of the project. If no such remuneration has been agreed, the usual remuneration in accordance with the AGD remuneration agreement for design (SDSt/AGD) shall be deemed to have been agreed. The right to claim higher damages upon proof remains unaffected.

2.8 Suggestions, instructions or other co-operation by the client, its employees or other agents shall have no influence on the amount of the remuneration. They do not constitute a joint copyright.

3 Remuneration

3.1 Drafts and final artwork, together with the granting of rights of use, form a single service. Remuneration shall be paid on the basis of the AGD Remuneration Agreement for Design (SDSt/AGD), unless otherwise agreed. The fees are net amounts which are to be paid plus the statutory value added tax.

3.2 The production of drafts and all other activities that the Designer performs for the Client are subject to a charge and will be invoiced on a time basis at the agreed hourly rate unless expressly agreed otherwise.

3.3 If no rights of use are granted and only drafts and/or final artwork are supplied, the remuneration for use shall not apply. However, if the designs are used later or to a greater extent than originally intended, the Designer is entitled to subsequently invoice the remuneration for use or to demand the difference between the higher remuneration for use and the remuneration originally paid.

4 Special benefits, incidental and travelling expenses

4.1 Special services such as the reworking or modification of final artwork, manuscript study or print supervision shall be charged separately according to the time required in accordance with the AGD remuneration agreement for design (SDSt/AGD) unless otherwise agreed.

4.2 The Designer is entitled to order the external services required to fulfil the order in the name and for the account of the Client. The Client undertakes to authorise the Designer to do so.

4.3 Insofar as contracts for third-party services are concluded in the name and for the account of the Designer in individual cases, the Client undertakes to indemnify the Designer internally against all liabilities arising from the conclusion of the contract. This includes in particular the assumption of costs.

4.4 Expenses for incidental technical costs, in particular for special materials, for the production of models, photos, intermediate shots, reproductions, typesetting and printing, etc. shall be reimbursed by the client.

4.5 Travel costs and expenses for journeys to be undertaken in connection with the order and agreed with the client shall be reimbursed by the client.

5 Freedom of design and templates

5.1 There is freedom of design within the scope of the order. Complaints regarding the artistic design are excluded. In particular, acceptance and payment for the work may not be refused on artistic grounds. If the Client wishes to make changes during or after production, he must bear the additional costs. The Designer retains the right to remuneration for work already commenced.

5.2 If the execution of the order is delayed for reasons for which the Client is responsible, the Designer may demand an appropriate increase in remuneration. In the event of intent or gross negligence, the Designer may also assert claims for damages. The assertion of further damages caused by delay remains unaffected.

5.3 The Client warrants that it is authorised to use all templates provided to the Designer. If, contrary to this assurance, the Client is not authorised to use them, the Client shall indemnify the Designer against all third-party claims for compensation.

6 Due date for payment

6.1 Payment is due upon delivery of the work. It is payable without deduction.

6.2 If the ordered work is accepted in parts, a corresponding partial payment shall be due upon acceptance of the respective part. If an order extends over a longer period of time or if it requires a high level of advance payment from the Designer, appropriate instalment payments shall be made. These shall amount to 1/3 of the total remuneration when the order is placed, 1/3 after completion of 50% the work and 1/3 after delivery.

6.3 In the event of late payment, the Designer may charge interest on arrears at a rate of 4 per cent above the respective discount rate of the Deutsche Bundesbank. The assertion of proven higher damages remains unaffected.

6.4 In order to save our customers and ourselves unnecessary costs, we waive a multi-stage dunning procedure. If invoices are not paid on time, the customer shall automatically be in default of payment after 14 days in accordance with § 286 BGB.

6.5 In the event of default in payment, the Agency shall charge default interest in the amount of 4% above the respective discount rate of the Deutsche Bundesbank. The assertion of proven higher damages shall remain unaffected.

6.6 In addition, all costs of subsequent legal dunning proceedings shall be borne by the customer. Therefore, please contact us in good time in the event of foreseeable payment delays in order to resolve any problems personally.

7 Retention of title

7.1 Only rights of use are granted to drafts and final artwork, but ownership rights are not transferred.

7.2 The originals must therefore be returned undamaged after a reasonable period of time, unless expressly agreed otherwise. In the event of damage or loss, the client shall reimburse the costs necessary to restore the original. The right to claim further damages remains unaffected.

7.3 The dispatch of the work and templates shall be at the risk and for the account of the client.

7.4 The Designer is not obliged to hand over files or layouts created on the computer to the Client. If the Client wishes computer data to be handed over, this must be agreed and paid for separately. If the Designer has provided the Client with computer files, these may only be changed or passed on to third parties with the Designer's written consent.

8 Correction, production monitoring and samples

8.1 Correction samples must be submitted to the Designer before reproduction is carried out.

8.2 The Designer shall only supervise production on the basis of a special agreement. If the Designer assumes responsibility for production supervision, the Designer is authorised to make the necessary decisions and issue the corresponding instructions at his own discretion. The Designer shall only be liable for errors if the Designer is at fault and only for intent and gross negligence.

8.3 The Client shall provide the Designer with 10 to 20 perfect samples of all reproduced work free of charge. The Designer is authorised to use these samples for the purposes of self-promotion.

9 Liability

9.1 The Designer undertakes to carry out the order with the greatest possible care, and in particular to treat the templates, documents, layouts, etc. provided to him with care. The Designer shall only be liable for damages incurred in cases of intent and gross negligence. Compensation for damages in excess of the material value is excluded.

9.2 The Designer undertakes to carefully select and instruct its vicarious agents. Beyond this, the Designer is not liable for its vicarious agents.

9.3 If the Designer commissions necessary external services, the respective contractors are not vicarious agents of the Designer. The Designer is only liable for his own fault and only for intent and gross negligence.

9.4 The Designer accepts no liability or warranty for orders placed with third parties in the name and for the account of the Client.

9.5 The Client indemnifies the Designer against all claims made by third parties against the Designer for behaviour for which the Client is responsible or liable. Client shall bear the costs of any legal action.

9.6 Upon approval of drafts, final versions or final artwork by the client, the client shall assume responsibility for the accuracy of the text, image and design.

9.7 The Designer shall not be liable for any drafts, texts, final versions, final artwork and other elaborations approved by the Client.

9.8 The Designer is not liable for the admissibility and registrability of the work under competition and trademark law or for the novelty of the product.

9.9 Complaints of any kind must be made in writing to the Designer within 14 days of delivery of the work. Thereafter, the work shall be deemed accepted as free of defects.

10 Final provision

10.1 The place of fulfilment is the registered office of the Designer.

10.2 Should one or more provisions of these GTC be or become invalid, this shall not affect the validity of the remaining provisions or the contractual relationship as a whole. The invalid clause shall be replaced by the statutory provision. In the absence of a statutory provision, the invalid clause shall be replaced by a valid provision that usually comes as close as possible to the economic purpose pursued by the invalid provision. Any loopholes shall be filled accordingly.

10.3 The law of the Federal Republic of Germany shall apply.

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