This English translation is provided for convenience only. The German version is legally binding.
1. General
These Terms and Conditions alone shall govern all services and deliveries, even if they are not expressly agreed upon again. By placing an order, these terms are deemed accepted. Any counter-confirmation by the contractual partner referring to its own terms of business or purchasing conditions is hereby expressly rejected. Deviations from the Terms and Conditions of LINKS DER ISAR GmbH are only effective if confirmed in writing by LINKS DER ISAR GmbH.
2. Copyright Protection and Rights of Use
a) Legal Positions
LINKS DER ISAR GmbH transfers to the client – in accordance with the agreement on rights of use – the legal positions required for the worldwide use, unlimited in time, of the work resulting from the contract, as well as of the services, ideas, drafts, designs and scripts produced (programming, JavaScript, PearlScript, etc.), provided that the services under the contract have been paid for in full by the client. These rights to all ideas, drafts and designs as well as to the scripts pass into the ownership of the client upon full payment, but may only be used for the purpose stated in the contract. If these listed ideas or programs are used in any other way or in/on another medium not stated in the contract, license fees per year become due. The license fees are based on the customary remuneration under the collective agreement for design services SDSt/AGD. These will gladly be communicated to you upon request.
b) Transfer of Rights of Use
Transfer of rights of use. The transfer of rights of use to third parties requires a written agreement.
c) Modification
Ideas, drafts, designs and scripts may not be modified, neither in the original nor in reproduction, without the express consent of LINKS DER ISAR GmbH. Any imitation, including of individual parts, is not permitted. Non-compliance entails the license fees mentioned above.
d) Suggestions by the Client
Suggestions by the client or its employees, or any other collaboration by the client or third parties, have no influence on the amount of the remuneration. They do not establish any joint copyright.
3. Retention of Original Data
LINKS DER ISAR GmbH is the owner of all copyrights in all services created by it. LINKS DER ISAR GmbH is not obliged to hand over the original data. Should the client wish the data to be handed over, including in the event of termination of the contract, a fee is payable between the parties.
4. Payment and Delivery Terms
a) Obligation to Perform
LINKS DER ISAR GmbH undertakes to fulfil all contractually agreed services on time and by the agreed deadlines, unless this is rendered impossible by unforeseeable circumstances. These include force majeure, disruptions of communication networks, strikes, official orders, etc., as well as delays in the provision of information by the client.
b) Remuneration
30% of the order value upon placement of the order, 30% upon completion of the 3rd milestone (acceptance of communication materials), 40% upon project completion.
c) Value Added Tax
All fees of LINKS DER ISAR GmbH are subject to the value added tax applicable at the time.
d) Invoices and Payment Deadline
Invoices are to be paid within seven days of receipt of the invoice without any further deductions.
e) Default and Insolvency
Set-off and the assertion of rights of retention are excluded, unless the counterclaim is undisputedly legally valid. Non-compliance with the payment terms, or circumstances which become known to LINKS DER ISAR GmbH after the respective conclusion of the contract and which give rise to justified doubts about the client's ability to pay, shall result in the immediate maturity of all claims of LINKS DER ISAR GmbH against the client. In this case, LINKS DER ISAR GmbH is entitled to withdraw from the contract and to demand compensation for the damage incurred as a result, unless the client makes advance payments or provides sufficient security.
5. Special Services and Travel Expenses
a) Special Services and Third-Party Services
Special services such as print orders, image rights, photo shoots, photo and image research, editing/proofreading, exposure, high-resolution scans or proofs etc. are not included in the agency fee. These special services are, without exception, commissioned after consultation with the client, in the client's name and for the client's account. The client undertakes to grant the appropriate power of attorney. All invoices are checked by LINKS DER ISAR GmbH, regularly consolidated and forwarded to the client for direct settlement.
b) Travel and Courier Costs
Travel costs, courier costs and expenses for trips undertaken in connection with the order and agreed with the client shall be reimbursed by the client. Car journeys are charged at 0.32 euros per kilometre. Travel by train or plane takes place in classes agreed with the client.
6. Corrections, Production Supervision, Specimen Copies and Self-Promotion
a) Corrections
The first round of corrections is not invoiced. All other services (each further correction, author's corrections, corrections following a new briefing and corrections after approval or acceptance has already been given, etc.) are charged separately and according to time and effort. When charging hourly rates, partial hours are rounded up to the half hour (30 minutes).
b) Production Supervision
Production supervision by LINKS DER ISAR GmbH for the special services mentioned in clause 5 (print supervision, photo direction etc.) takes place only on the basis of special agreements. It is billed by the hour. When taking over production supervision, LINKS DER ISAR GmbH is entitled to make the necessary decisions at its own discretion and to give the corresponding instructions. LINKS DER ISAR GmbH is liable for errors only in the case of its own fault, and then only in the case of intent and gross negligence. Compensation exceeding the material value is excluded, unless the client objects to this use.
c) Specimen Copies
Of all reproduced works, the client shall provide LINKS DER ISAR GmbH with 10 flawless, unfolded specimen copies free of charge. LINKS DER ISAR GmbH is entitled to use these samples for the purpose of self-promotion.
d) Self-Promotion
LINKS DER ISAR GmbH is entitled, after written approval by the client, to publish the client's name, the nature and scope of the order as well as all work results for the purpose of self-promotion on the internet, in brochures, trade journals (Novum, Page, w&v etc.) etc. and/or to use them as specimen copies for its own self-promotion.
7. Liability and Obligations
a) Care and Liability
LINKS DER ISAR GmbH undertakes to carry out the order with the greatest possible care, in particular to handle any displays, films, layouts etc. provided to it with care. LINKS DER ISAR GmbH is liable only in the case of intent and gross negligence as well as in the case of culpable breach of essential contractual obligations. In the case of culpable breach of essential contractual obligations, LINKS DER ISAR GmbH is liable only for the damage that is typical for the contract and reasonably foreseeable, unless corporate bodies or vicarious agents of LINKS DER ISAR GmbH have acted with intent or gross negligence. This exclusion or limitation of liability does not apply in cases in which LINKS DER ISAR GmbH is liable under mandatory statutory liability provisions, nor in the case of damage resulting from injury to life, body or health.
b) Information and Empirical Material
The client undertakes to make all information available to LINKS DER ISAR GmbH without delay, insofar as this proves necessary for the fulfilment of the order. LINKS DER ISAR GmbH is entitled to retain as its property empirical material (interviews, questionnaires with data, company data, etc.) and documents which are or are not used for the fulfilment of the order and which are produced in the course of fulfilling the order or collected for the fulfilment of the order. Furthermore, LINKS DER ISAR GmbH is, among other things for data protection reasons, not obliged to hand over this empirical material and the collected documents, which are or are not used for the fulfilment of the order, to the client or to make them available to the client for inspection.
c) Meeting Minutes
LINKS DER ISAR GmbH shall, within five working days after each meeting and subject to prior arrangement, provide meeting minutes covering all essential points that were discussed. These minutes are binding for both parties with regard to the respective project, unless a written objection and complaints are made within three working days of receipt of the minutes.
d) Admissibility
LINKS DER ISAR GmbH is not liable for the admissibility of the works under competition and trademark law, their registrability or their novelty. Complaints of any kind must be asserted in writing to LINKS DER ISAR GmbH within 14 days of delivery of the work. Thereafter, the work is deemed to have been accepted as free of defects.
e) Authorisation
The client warrants that it is entitled to use all documents made available to LINKS DER ISAR GmbH. Should the client, contrary to this warranty, not be entitled to such use, the client shall indemnify LINKS DER ISAR GmbH against all claims for compensation by third parties. If the execution of the order is delayed for reasons for which the client is responsible, LINKS DER ISAR GmbH may demand a reasonable increase in the remuneration and, in the case of intent and gross negligence, may claim the damage incurred. In addition, LINKS DER ISAR GmbH remains entitled to claim damages for default.
f) Approval
With the approval of drafts and final artwork by the client, the client assumes responsibility for the technical and functional correctness of text, image and design. LINKS DER ISAR GmbH assumes no liability whatsoever for drafts, texts and final artwork approved or accepted by the client.
8. Confidentiality and Duty of Care
LINKS DER ISAR GmbH will treat all business transactions and internal matters that come to its knowledge as strictly confidential; this also applies to the period after project completion. LINKS DER ISAR GmbH advises the client to the best of its knowledge and ability, carries out the work entrusted to it with care and in all cases safeguards the client's interests.
9. Reservation of Changes and Creative Freedom
Changes that prove technically necessary or appear advisable in the interest of better performance, and that are reasonable taking into account the interests of the client, remain reserved. Acceptance may not be refused for creative or artistic reasons. Within the scope of the order, there is creative freedom.
10. Partial Invalidity; Severability Clause; Place of Performance and Place of Jurisdiction
The invalidity of any of the above provisions does not affect the validity of the remaining provisions and of the rest of the contract. Should any of the provisions of this contract be or become legally invalid in whole or in part, the contract shall be carried out in accordance with its intended meaning. The law of the Federal Republic of Germany applies. Place of performance and place of jurisdiction is Munich.
