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GTC

1. Scope of the general terms and conditions

The following conditions apply to all orders between ZENKER DESIGN (hereinafter referred to as the contractor) and the client (hereinafter referred to as the client). The offer is aimed exclusively at entrepreneurs. By placing an order, the client expressly accepts the following general terms and conditions. The contractor will only accept conditions of the client that conflict with or deviate from the terms and conditions if the client has previously expressly agreed to them in writing.

2. Scope of services and binding nature of offers

2.1 The agreed fee only includes the scope of services specified by the contractor in the offer within a mutually recognized briefing. Coordination is usually based on a text manuscript with two correction runs as well as a layout and a final layout with a correction phase in line with the briefing. The one-time creation of PDF files according to the X3 standard when handing over print files is included in the fee. Further corrections are additionally charged according to the effort involved at the applicable hourly rates.

2.2 Corrections that lead to changes in the scope subsequently invalidate the corresponding parts of the offer and their commission. The fees and expenses are then recalculated by the contractor or calculated according to the effort involved. The offer remains valid for four weeks.

3. Copyright and usage rights

3.1 Drafts and final artwork by the contractor may not be changed in the original or in reproduction without the contractor's written consent. Any imitation - including details - is prohibited. In the event of a breach of this provision, the client must pay the contractor a contractual penalty of 100 percent of the remuneration in addition to the remuneration due for the design service.

3.2 The contractor transfers to the client the rights of use required for the respective intended purpose. Unless otherwise agreed, only the simple right of use is transferred. Even if the exclusive right of use has been granted, the copyright and use for the purposes of self-promotion in all media remain with the contractor. The rights of use are only transferred to the client after the remuneration has been paid in full.

3.3 The granting of usage rights to third parties requires a written agreement between the contractor and the client.

3.4 If the client has acquired co-authorship, he waives his rights under Section 8 Paragraphs 2 to 4 of the Copyright Act.

3.5 The contractor must always be named as the author when the designs are copied, distributed, exhibited or publicly reproduced, unless otherwise agreed, in the case of web projects in particular by a reference with a link to his own website. If the client violates or refuses the right to be named, he is obliged to pay the contractor a contractual penalty of 100 percent of the remuneration in addition to the remuneration owed. This does not affect the contractor's right to claim higher damages when calculating specific damages.

3.6 The contractor's written consent is required in the event that the client wishes to register formal protective rights for entry in an official register in relation to the designs, final artwork or other work.

3.7 Any further use of the drafts and/or final artwork requires the prior written consent of the contractor. The same applies to uses that go beyond the originally agreed or intended scope.

3.8 The drafts are created to the best of our knowledge and belief, but are not checked for similarity to registered trademarks - this legal service must be provided by a lawyer, for example, if desired.

4. Remuneration and cancellation

4.1 The amount of the remuneration is stated in the cost estimate, the offer or the agreed hourly rate. The agreed prices are net amounts, payable plus statutory VAT and without deductions.

The contractor can demand additional remuneration for additional services requested by the client.

4.2 The remuneration is due immediately upon receipt of the invoice. For offer amounts of EUR 1,000.00 or more, the invoice will be issued in two parts, unless otherwise agreed: The first half will be invoiced when the order is placed. The second half will be settled with the final invoice after the end of the project.

4.3 For each renewed or additional use that occurs without the consent of the contractor, the client must pay a contractual penalty of 100 percent of the remuneration in addition to the appropriate remuneration for the use in question.

4.4 The contractor is entitled to invoice separately for any additional costs that are not the contractor's responsibility and that could not be foreseen when the order was placed despite due care, provided that they are linked to an objectively justified reason, are clearly recognizable to the client and are sufficiently specific. This also applies if the client is not responsible for these costs.

4.5 Unless expressly agreed otherwise, the remuneration in the offers is stated in euros. If the offer expressly specifies a different currency, this is subject to exchange rate fluctuations in the period between the order being placed and the client's payment. If exchange rate fluctuations occur and the contractor incurs additional costs as a result that are not foreseeable at the time the contract is concluded, the contractor has the right to pass these costs on to the client. Additional costs must be communicated to the client in writing by the contractor in due course and included in the next invoice.

4.6 The cancellation of an order is generally not permitted and requires the consent of the contractor. If the contractor agrees to a cancellation, the client is obliged to pay compensation. The compensation is based on the service provided to date in accordance with the offer or hourly rate. The contractor's claim for further compensation remains unaffected.

5. Third-party, additional and technical incidental costs

5.1 The contractor is entitled to order the third-party services required to fulfill the order in the name of the client. Invoices for third-party services are forwarded to the client and must be paid directly by the client.

5.2 If, in individual cases, contracts for third-party services are concluded in the name and on behalf of the contractor, the client is obliged to release the contractor internally from all liabilities arising from the conclusion of the contract, in particular from the obligation to pay the price for the third-party service.

5.3 Image research, image rights, photographs and the necessary organization, illustrations, image processing and all technical preliminary costs for production such as scans, proofs, color prints, translations and proofreading, hosting and web addresses, user training, rental for external data sources, data transmission, travel costs and courier trips, etc. are - unless otherwise stated in the offer - not part of the offer and are charged by the contractor according to the effort involved. The final inspection of the media is the responsibility of the client; liability is excluded for graphic or text errors or general production errors after approval by the client, unless they are based on intent or gross negligence on the part of the contractor.

6. Release and provision of data

6.1 The contractor is not obliged to release data media and data. If the client wishes to have data media and data made available to him, this must be agreed in writing and paid for separately.

6.2 For web projects, the contractor provides the client with all the data that the client needs to update the website and edit the content. The parties agree on the data format and type of data storage device. If no agreement is made, the contractor can choose a suitable data format and a suitable data storage device.

6.3 If the contractor has made data storage devices and data available to the client, these may only be changed with the contractor's consent.

6.4 The client bears the risk and costs of transporting data storage devices and data online and offline.

6.5 The contractor is not liable for errors in data storage devices and data that arise when importing data into the client's system, unless they are due to intent or gross negligence on the part of the contractor.

6.6 The client undertakes to only provide the contractor with templates that have been approved for publication or reproduction, such as photos, texts or other work materials. If, contrary to this obligation, the client is not entitled to use the templates or if the templates are not free of third-party rights, the client shall indemnify the contractor internally against all claims for compensation from third parties. The contractor shall not be liable for statements made in the drafts about the client's services or products.

7. Delivery and delay

7.1 The deadlines described in the offer apply to the delivery of the results or partial deliveries. If services are not provided on time for reasons for which the contractor is responsible, the client can set a reasonable grace period with a threat of rejection.

7.2 If the client is late in providing the information necessary for the provision of the service or in making the documents required for this available, the contractor is not obliged to comply with agreed delivery and service deadlines.

7.3 If the client fails to fulfil its duty to cooperate despite the contractor setting a reasonable grace period, the contractor is entitled to terminate the contractual relationship for good cause and to demand compensation.

7.4 If agreed delivery deadlines are not met due to delays caused by force majeure, riots, strikes, government measures, lockouts or operational disruptions for which the contractor is not responsible, including those of a subcontractor, the service period is extended by the period until the disruption is remedied. The contractor will inform the client of the start and end of the disruption.

7.5 In the event of permanent operational disruptions due to force majeure or permanent operational disruptions for which the contractor is not responsible, the contractor has the right to terminate the contractual relationship for good cause, excluding any claims for compensation.

7.6 In the event of late payment, the contractor is entitled to demand default interest of 9 percentage points above the respective base interest rate. In the event of late payments, the contractor also reserves the right to withhold services.

8. Correction and production monitoring

8.1 Corrections are agreed with the contractor before the copying or online publication is carried out. After the draft has been approved for production, copying or online publication, the client is no longer entitled to implement further corrections. With the acceptance of the work and/or the approval of drafts, final artwork or technical implementations, the client assumes responsibility for the accuracy of text and images, with the result that the contractor's liability in this respect is waived.

8.2 The contractor will only undertake production monitoring if he has expressly agreed to this beforehand. When monitoring production (without the client being present), the contractor decides at his own discretion and gives appropriate instructions.

8.3 The client can only have a say in the production result (e.g. for print products) if he is present during production. This can be agreed with the contractor in advance. If the client is absent during production, the production result cannot be rejected due to production fluctuations, such as reasonable color fluctuations or slight format changes.

9. Proof samples

The client will provide the contractor with two flawless samples of all reproduced work free of charge as proof samples.

10. Liability and warranty

10.1 With the exception of injury to life, body and health and the violation of essential contractual obligations (cardinal obligations), the contractor is only liable for damages that are attributable to intentional or grossly negligent behavior. This also applies to indirect consequential damages, such as lost profits in particular. A material contractual obligation is one whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner regularly relies and may rely.

10.2 Except in the case of intentional or grossly negligent conduct or damage resulting from injury to life, body or health and the violation of material contractual obligations (cardinal obligations), liability is limited to the damage typically foreseeable at the time the contract was concluded and, in all other respects, to the agreed remuneration. This also applies to indirect consequential damages such as, in particular, lost profits.

10.3 The limitation of liability in paragraphs 1 and 2 also applies mutatis mutandis to the employees and vicarious agents of the contractor.

10.4 Claims by the client arising from a breach of duty by the contractor expire one year after the statutory limitation period begins. Excluded from this are claims for damages that are based on an intentional or grossly negligent breach of duty by the contractor, and claims for damages due to injury to life, body or health, even if they are based on a slightly negligent breach of duty by the contractor; the statutory limitation periods apply to these claims for damages.

10.5 The contractor is not liable for the copyright, design or trademark protection or registrability of the drafts and design work that are made available to the client for use. The client must carry out design, patent or trademark research himself and at his own expense.

10.6 Under no circumstances is the contractor liable for the legal admissibility of the intended use, in particular under competition and trademark law. However, he is obliged to inform the client of any legal risks if he becomes aware of them during the execution of the order.

10.7 The client is obliged to examine the work performed by the contractor within a reasonable period of time after receipt and to notify the contractor of any defects. Obvious defects must be notified in writing within two weeks of delivery of the work, and non-obvious defects must be notified within two weeks of the defect being identified. To meet the notice period, it is sufficient to send the notice in good time. If the obligation to examine and give notice of defects is violated, the contractor's work is deemed to have been approved with regard to the defect in question.

10.8 Unless otherwise agreed, administrative activities such as security-relevant server settings, data backup and updating when setting up a content management system in web projects are the responsibility of the client after handover. Despite careful execution of the work, it is not possible to completely rule out attacks from outside. The client is informed of this and releases the contractor from this responsibility.

11. Freedom of design and templates

Within the scope of the order, the contractor has freedom of design within the scope of the order. If the client wishes to make changes during or after production, he must bear the additional costs.

12. Final provisions

12.1 The law of the Federal Republic of Germany applies to these terms and conditions and all legal relationships between the contractor and the client. The provisions of the UN Convention on Contracts for the International Sale of Goods do not apply.

12.2 If the user is a merchant within the meaning of the German Commercial Code, a special fund under public law or a legal entity under public law, Bremen is the exclusive place of jurisdiction for all disputes arising from the user agreement and these General Terms and Conditions.

12.3 If any provision of these General Terms and Conditions is invalid, the remaining provisions remain unaffected.

Status: June 1, 2011

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