§ 1 General / scope of application
(1) Offer commitment. All offers are subject to change without notice. An offer is converted into a contract after the client/customer has signed the cost exposé (= acceptance of the offer).
(2) These General Terms and Conditions are an essential part of every contract concluded, unless otherwise agreed in detail. The basis of the contract is the cost exposé signed by us and the customer, which is hereinafter referred to as the agreement. The following General Terms and Conditions of Business shall apply exclusively to this agreement; conflicting or deviating terms and conditions as well as other provisions not provided for in these General Terms and Conditions of Business shall only apply if we expressly agree in writing or if a deviating provision exists in the form of a framework agreement.
(3) The subject of the agreement is the described service. We undertake to execute the agreement with the necessary care.
(4) The Principal is hereby informed that acameo works according to the principles of CODE D'ATHENE. These statutes can be found on the Internet at www.drpr-online.de/upload/downloads_14upl_file/CodeDAthene.pdf. They can also be sent to the client upon request.
§ 2 Presentations
The development of conceptual and design proposals by the agency as well as their presentation is subject to a separate presentation fee.
§ 3 Remuneration/costs
(1) In the agreement, billing is on a flat-rate basis.
(2) The amounts stated in the agreement are decisive. These are based on experience and guidelines.
(3) If the parties agree on invoicing on the basis of hourly rates, our services shall be invoiced against proof of the actual time spent. Irrespective of § 3 Para. 1, this also applies to § 2. Any exceeding of the total amount specified in the agreement by up to 10% is considered approved and does not require any further agreement. Any changes in the scope of costs going beyond this require a recalculation. A shift within the calculated individual items is permissible, provided that the total sum of the agreement is not exceeded.
(4) The reimbursement of other expenses incurred for the purpose of the execution of the agreement or which arise as a necessary consequence of the execution shall remain unaffected by this and shall be charged separately. This also applies to travel and accommodation costs .
(5) Subsequent changes to approved drafts/templates are author changes which will be invoiced separately. Prices for photography/video/lithography/proof/filming/media/mail order/print/providing are inclusive of handling.
(6) The fees and expenses agreed upon by acameo GbR within the scope of application of these general terms and conditions are net amounts, which might be subject to local sales tax and other taxes. As far as legally owed acameo GbR will invoice these taxes in addition to the agreed net amounts.
(7) Acameo GbR is entitled but not obligated to purchase services and/or goods from third parties in the name of and/or for the account of the customer for the purpose of project/order fulfilment and within the calculated budget. We commission third party services in the name and/or for the account of the customer.
§ 4 Terms of payment and delivery of goods
(1) The customer is obligated to pay 30% of the agreed upon remuneration in advance. acameo GbR is only obligated to begin with the fulfilment of the order after receipt of the advance payment of 30%..
(2) The prices, remunerations, costs and expenses stated in the invoice are due for payment without deduction after receipt of the invoice with the following terms of payment:
- in Germany: Immediate
- in other European countries within 14 days
- in other countries within 21 days
The remaining invoice amount due is payable upon receipt of the invoice without deduction, interest bearing from 31 calendar days after the invoice date. Payment by bill of exchange will not be accepted; cheques will only be regarded as payment after they have been cashed.
(3) The remaining invoice amount due is payable upon receipt of the invoice without deduction, interest bearing from 31 calendar days after the invoice date. After 31 days after the invoice date, interest will be charged at 8% above the base rate. acameo GbR is also entitled to have claims collected by a debt collection agency at the expense of the client..
(4) A set-off against our claims is only permissible with undisputed, legally binding claims or claims recognised by us. The assertion of a right of retention due to counterclaims that are not recognised or not legally established is excluded, unless these claims are based on the same contractual relationship.
(5) If, in accordance with general statutory provisions, the law on contracts for work and services is applicable to individual services or parts thereof under this contract by way of exception, the Agency may demand monthly instalments in accordance with the payment agreements, irrespective of whether self-contained parts of the work have been produced. The due date of these partial invoices shall be determined in accordance with the general agreements on due dates. The work shall be deemed to have been accepted when it is put into use, otherwise at the latest 10 days after receipt of the relevant invoice.
§ 5 Cooperation and information obligations of the client
(1) The customer shall provide all cooperation necessary for the execution of this agreement and shall support us. This obligation to cooperate shall apply in particular to projects with a fixed deadline, where the cooperation of the customer is indispensable to meet certain deadlines. The customer shall ensure that all documents necessary for the execution of the agreement are submitted to us in good time and without special request and that we are informed immediately of all events that may be of importance for the execution of the agreement.
(2) The customer is obligated to provide acameo GbR with content/raw texts, translations, reproducible templates of the logo (supervisory template or film), graphics/symbols and photos to be used for the work. Upon request acameo GbR offers the writing of texts, photography, videography and translations separately.
(3) We are entitled to terminate the agreement after setting a reasonable period of time and threatening to terminate it if the customer is in default with his cooperation or acceptance of the offered service. This does not affect the compensation for additional expenses and damages incurred as a result of this.
§ 6 Minutes/meeting report
If a protocol/report of a meeting should be prepared, its contents shall be regarded as a binding basis for our work.
§ 7 Liability
(1) Warranty claims against us on the part of the customer become time-barred within one year; in the case of contractual services, this period runs from acceptance, in the case of contractual services, from their creation.
(2) In the case of slightly negligent breaches of duty, the liability of the Agency shall be limited to foreseeable, contractually typical, direct damage according to the type of service. This also applies to slightly negligent breaches of duty by the Agency's representatives or vicarious agents. The Agency shall not be liable to entrepreneurs for slightly negligent breaches of minor contractual obligations.
(3) The examination of legal questions, in particular in the field of copyright, competition and trademark law, is not the task of the Agency. In the absence of a written agreement to the contrary, the Agency is therefore not liable for the legal admissibility of the content and/or the design of the work results. The same applies to liability for errors arising from documents provided by the client. If it has been agreed that the Agency shall assume liability, the Agency's liability shall be governed by Clauses 8 (1), (2).
(4) The Client's claims for damages due to a breach of duty shall become statute-barred one year after delivery of the work/provision of the service, unless the Agency can be accused of malice.
(5) A change in the burden of proof to the disadvantage of the customer is not connected with the above provisions.
(6) If claims are asserted against the Agency by third parties on the basis of the design and/or content of the work result for omission or damages, etc., the Client shall indemnify the Agency from liability, unless the claim is based on a breach of duty on the part of the Agency, for which the Agency is liable under the terms of the contract.
(7) The dispatch of documents is at the risk of the customer. This also applies if the dispatch takes place within the same place or by employees or vehicles of the agency. The Agency is entitled, but not obliged, to insure deliveries in the name and for the account of the Client.
§ 8 Copyright and rights of use, ownership
(1) All rights to the preliminary work, such as drafts and concepts as well as the other work results of the Agency, in particular copyrighted rights of use and ownership, shall remain with the Agency even after the work results have been handed over to the Client, unless they have been expressly transferred in writing..
(2) In the case of publications, the Agency shall be named as author in the usual form. In the case of publications made by the Agency, the Agency is entitled to refrain from naming photographers/designers as authors.
(3) In the event of a transfer of rights, the scope of such rights shall be governed exclusively by the contractual agreements or the purpose of the contract. The rights shall only be transferred to the client upon complete payment of the entire order..
(4) Rights of use for photography and other graphic designs: The costs stated refer to the agreed one-time right of use within the defined scope of use. Additional uses are to be paid for additionally. Here, the regulations of the MFM (Die Mittelstandsgemeinschaft Foto-Marketing) apply. Additional uses are prohibited and violate the general provisions of the right of use.
§ 9 Form
Changes, extensions and other additional agreements must be made in writing. This also applies expressly to the amendment and cancellation of the written form clause itself.
§ 10 Miscellaneous
Place of performance for delivery and payment is Tübingen. The place of jurisdiction for all disputes between the parties to the contract is Tübingen, provided that the client is a merchant, legal entity under public law or special fund under public law. However, the Agency shall also have the right to sue the Client at any other place of jurisdiction applicable to him. The place of jurisdiction shall also apply to persons other than the aforementioned persons if the Client does not have a general place of jurisdiction in Germany, relocates his place of residence and/or business outside Germany immediately after conclusion of the contract or his place of residence and/or business or usual place of residence is not known at the time the action is filed.
Unless otherwise agreed, German law shall also apply to contractual relationships with foreign clients, with the exception of the CISG. The invalidity of individual terms and conditions shall not affect the validity of the remaining contract. An ineffective clause shall be replaced by a provision that comes as close as possible to its purpose through supplementary interpretation.
Status as of July 2018