Contracting parties
Contractor (hereinafter referred to as Designer): vero design . Renate Karletz
Address: Jochbergstrass 1, 83671 Benediktbeuern
Phone: 08857-89940, e-mail: info@verodesign.de
Tax number/USt-IdNo.: DE 162 496 418
Client
Subject matter of the contract
The Designer will provide the commissioned graphic services for the Client.
Changes and revisions
Client has the right to request a reasonable number of changes and revisions to the logo and website as specified in the Proposal.
Delivery Date
The Designer will endeavour to deliver the agreed services in accordance with the schedule in the quotation documentation. The timing may be adjusted due to unforeseen circumstances, of which the Client will be informed in good time.
Intellectual property - copyright
Every order placed is a copyright contract. All drafts, developments, elaborations, drawings, photos and other works are subject to copyright law. The provisions of the Copyright Act shall apply between the parties 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. The elaborations, developments, drafts, drawings and photos may not be changed either in the original or in reproduction without the express consent of the Designer. Any imitation and/or modification - even of parts - is not permitted. A breach of this provision entitles the Designer to demand a contractual penalty of 200% of the agreed design fee or the standard design fee in accordance with the latest version of the SDSt/AGD Collective Agreement on Fees for Design Services, in addition to the fee payable in any case.
As soon as the remuneration has been paid in full, the Designer shall transfer the rights of use required for the respective purpose to the Customer. Unless otherwise agreed, only a single right of use is transferred in each case. Any transfer of rights of use by the Client to third parties requires prior written agreement between the Client and the Designer. The Contractor/Designer has the right to be named as the author on the reproductions and in publications about the product.
Suggestions, instructions and other co-operation by the Client or its employees and agents have no influence on the amount of remuneration for the design and finishing work. As a rule, they do not constitute a co-author's right.
The drafts and final artwork may only be used for the agreed scope of utilisation (in terms of time, space and content). Any use beyond the agreed scope of use (in terms of time, space and content) is not permitted and entitles the Designer to demand the usual remuneration for this extended use in addition to the remuneration to be paid in any case in accordance with the remuneration agreement for design services SDSt/AGD (latest version).
Remuneration
The Client shall pay the Contractor remuneration in accordance with the price specified in the offer. It shall be based on the remuneration agreement for design services SDSt/AGD (latest version), unless other agreements have been made. Even the preparation of drafts is subject to a fee, unless expressly agreed otherwise. The fees are net amounts which are to be paid plus the statutory value added tax.
Special services, ancillary and travelling expenses
Special services such as the reworking or modification of drawings etc. shall be invoiced separately according to the time required in accordance with the latest version of the SDSt/AGD Collective Agreement on Remuneration for Design Services. The Designer is entitled to order the external services required to fulfil the order on behalf of and for the account of the Client. The Client authorises the Designer to do so.
If, in individual cases, contracts for third-party services are concluded in the name and for the account of the Designer, 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. Expenses for incidental technical costs, in particular for special materials, for the production of photos and models, etc., digital software, fees or storage space must be reimbursed by the Client. 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.
The payment terms and deadlines are as follows:
50% down payment of the total remuneration is to be paid upon placement of the order and 50% upon completion of the project after delivery.
The due date for payment is stated on the invoices and is binding. In the event of late payment, the Designer may charge interest on arrears at a rate of 5% above the base rate of the European Central Bank per annum. The assertion of proven higher damages remains unaffected by this, as does the Client's entitlement to prove a lower charge in individual cases.
Digital data
The Designer is not obliged to hand over to the Client files, 2D/3D designs or other data sets created on the computer. If the Client wishes computer data to be handed over, this must be agreed and paid for separately. The Client shall bear the risk and costs of transporting data carriers, files/data online and offline. The Designer is not liable for defects in data carriers, files and data except in cases of intent or gross negligence. The Designer shall not be liable for errors in data carriers, files and data that occur during data import onto the system of the Client or its authorised representative.
Correction, production monitoring and product copies
The prototype must be agreed with the Designer before the start of series production. 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 appropriate instructions at his own discretion. The Client shall provide the Designer with three flawless product copies of all reproduced work free of charge. The Designer is entitled to use these copies for the purpose of self-promotion and otherwise to draw attention to the co-operation with the Client, including by using the Designer's work.
Warranty
The Designer undertakes to carry out the order with the greatest possible care, in particular to handle samples, documents, templates, etc. provided to him with care. Complaints of any kind must be made in writing to the Designer within 14 days of delivery of the work, without prejudice to the statutory warranty.
Liability
Unless otherwise stipulated in the contract, the Designer shall only be liable for intent and gross negligence, regardless of the legal grounds. This limitation of liability also applies to the Designer's vicarious agents. He shall only be liable for slight negligence in the event of a breach of material contractual obligations. In this case, however, liability for indirect damage, consequential damage and loss of profit is excluded.
Liability for positive breach of contract, culpa in contrahendo and tort is also limited to compensation for typical, foreseeable damage. The Designer does not assume any liability or warranty towards the Client for orders placed with third parties on behalf of and for the account of the Client, unless the Designer is at fault in the selection process. In such cases, the Designer merely acts as an intermediary. If the Designer himself is the client of subcontractors, he hereby assigns to the Client all warranty claims, claims for damages and other claims to which he is entitled arising from defective, delayed or non-delivery. The Client undertakes to first attempt to enforce the assigned claims before asserting any claims against the Designer. The Client indemnifies the Designer against all claims made by third parties against the Designer on account of behaviour for which the Client is responsible or liable under the contract. Client shall bear the costs of any legal action.
With the approval of drafts and final versions by the Client, the Client assumes responsibility for the technical and functional correctness of the product, text, image and design as well as the feasibility of production.
The designer shall not be liable for any elaborations, developments, drafts, final versions and drawings approved by the client. The Designer shall not be liable for the admissibility of the work under competition and trade mark law, the registrability of the work under use and design law or for the novelty of the product.
Freedom of design and templates
There is freedom of design within the scope of the order. Complaints regarding the artistic design are excluded. If the Client wishes to make changes during or after production, he must bear the additional costs. The Designer retains the full claim to remuneration for work already commenced. If the realisation of the order is delayed for reasons for which the Client is responsible, the Designer may demand a reasonable increase in remuneration. In the event of intent or gross negligence, the Designer may also claim damages. The assertion of further damages caused by delay remains unaffected. 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.
Confidentiality
Both parties undertake to treat all confidential information in connection with this contract as confidential and not to disclose any confidential information without the written consent of the other party.
Termination
Either party may terminate this Agreement at any time for any reason it deems necessary by giving written notice. Upon termination of this Freelance Graphic Design Contract, the Client shall be responsible for all costs incurred up to the date of termination.
Final provisions
Unless otherwise stated in the Designer's letter of confirmation, the place of fulfilment shall be the Designer's registered office. The invalidity of one of the above provisions shall not affect the validity of the remaining provisions. Such provisions shall then be replaced by provisions that come closest to the invalid provisions from an economic point of view. The law of the Federal Republic of Germany shall apply. The place of jurisdiction is the Designer's registered office, insofar as this is legally permissible. The Designer is also entitled to bring an action at the Client's registered office.
This contract comes into force upon commissioning.