1. Validity, conclusion of contract
    1. The sole proprietorship company “Digital Gregg” (hereinafter “Designer”) provides its services exclusively on the basis of the following General Terms and Conditions (GTC). These apply to all legal relationships between the designer and the customer, even if not expressly referred to. The GTC are only applicable for legal relationship with entrepreneurs, so B2B.
    2. In each case, the valid version at the time of the conclusion of the contract is decisive. Deviations from these as well as other supplementary agreements with the customer are only valid if they are confirmed in writing by the designer.
    3. Any terms and conditions of the customer will not be accepted, even if they are known, unless otherwise agreed in writing in an individual case. The terms and conditions of the customer expressly contradicts the designer. A further objection to the customer’s terms and conditions by the designer is not required.
    4. Changes to the terms and conditions will be announced to the customer and shall be deemed agreed if the customer does not object to the changed terms and conditions in writing within 14 days; The customer is expressly informed in the communication of the meaning of the silence as well as the concretely changed clauses. This approval fiction does not apply to the modification of essential services and fees.
    5. Should individual provisions of these General Terms and Conditions be ineffective, this shall not affect the liability of the remaining provisions and the contracts concluded on their basis. The ineffective provision shall be replaced by an effective one which comes closest to the purpose
    6. The offers of the Designer are non-binding.
  2. Social media channels
    • The Designer expressly points out to the customer prior to placing the order that providers of “social media channels” (eg Facebook, hereinafter referred to as: providers) reserve the right to refuse or remove advertisements and appearances for any reason in their terms of use , The providers are therefore not obliged to forward content and information to the users. Therefore, there is a risk that the Designer can not calculate that advertisements and advertisements will be removed for no reason. In the case of a complaint from another user, although the providers of a counter-notification granted, but also in this case, an immediate removal of the content. The recovery of the original legitimate condition may take some time in this case. The Designer works on the basis of these terms of use of the providers, over which it has no influence, and also bases these on the order of the customer. By placing an order, the customer expressly acknowledges that these terms of use (co-) determine the rights and obligations of any contractual relationship. The Designer intends to execute the customer’s order to the best of its knowledge and belief and to adhere to the guidelines of “social media channels”. However, the Designer can not guarantee that the commissioned campaign can be accessed at any time due to the current terms of use and the simple possibility of each user to claim violations and thus to remove the content. to which she has no influence, and also bases this on the order of the customer. By placing an order, the customer expressly acknowledges that these terms of use (co-) determine the rights and obligations of any contractual relationship. The Designer intends to execute the customer’s order to the best of its knowledge and belief and to adhere to the guidelines of “social media channels”. However, the Designer can not guarantee that the commissioned campaign can be accessed at any time due to the current terms of use and the simple possibility of each user to claim violations and thus to remove the content. to which she has no influence, and also bases this on the order of the customer. By placing an order, the customer expressly acknowledges that these terms of use (co-) determine the rights and obligations of any contractual relationship. The Designer intends to execute the customer’s order to the best of its knowledge and belief and to adhere to the guidelines of “social media channels”. However, the Designer can not guarantee that the commissioned campaign can be accessed at any time due to the current terms of use and the simple possibility of each user to claim violations and thus to remove the content. that these Terms of Use (co-) determine the rights and obligations of any contractual relationship. The Designer intends to execute the customer’s order to the best of its knowledge and belief and to adhere to the guidelines of “social media channels”. However, the Designer can not guarantee that the commissioned campaign can be accessed at any time due to the current terms of use and the simple possibility of each user to claim violations and thus to remove the content. that these Terms of Use (co-) determine the rights and obligations of any contractual relationship. The Designer intends to execute the customer’s order to the best of its knowledge and belief and to adhere to the guidelines of “social media channels”. However, the Designer can not guarantee that the commissioned campaign can be accessed at any time due to the current terms of use and the simple possibility of each user to claim violations and thus to remove the content.
  3. Concept and idea protection
    • If the potential customer has previously invited the Designer to draw up a concept, and the Designer complies with this invitation before the conclusion of the main contract, the following provision applies:
    1. Already by the invitation and the acceptance of the invitation by the Designer, the potential customer and the Designer enter into a contractual relationship (“pitching contract”). This contract is also based on the terms and conditions.
    2. The potential customer acknowledges that the Designer already provides cost-intensive intermediate services when the concept is drafted, even though it has not yet undertaken any performance obligations.
    3. The concept is subject to the protection of copyright law in its linguistic and graphic parts, as far as this work height is concerned. The use and processing of these parts without the consent of the Designer is not permitted to the potential customer on the basis of copyright law.
    4. The concept also contains advertising-relevant ideas that do not reach the height of a work and therefore do not enjoy the protection of copyright law. These ideas are at the beginning of every creative process and can be defined as the spark of everything later produced and thus as the origin of a marketing strategy. Therefore, those elements of the concept are protected which are peculiar and give the marketing strategy its characteristic character. In particular, advertising slogans, copywriting, graphics and illustrations, advertising material, etc. are regarded as an idea in the sense of this agreement, even if they do not reach a factory height.
    5. The potential customer commits himself to refrain from using these commercial advertising ideas presented by the Designer in the context of the concept economically from the corrective of a main contract to be later economically exploited or to let exploit or to use or to let use.
    6. If the potential client believes that the Designer has presented him with ideas that he has already come across prior to the presentation, he will inform the Designer within 14 days of the date of the presentation by e-mail with evidence; which allow a temporal assignment to announce.
    7. In the opposite case, the contracting parties assume that the Designer has presented the potential customer with a new idea. If the idea is used by the customer, then it can be assumed that the Designer was thereby meritorious.
    8. The potential customer may be exempted from its obligations under this point by paying reasonable compensation plus 20% VAT. The exemption does not occur until full receipt of payment of the compensation to the Designer.
  4. Scope of services, order processing and cooperation obligations of the customer
    1. The scope of the services to be provided results from the terms of reference in the Designer contract or any order confirmation by the Designer, as well as the possible briefing protocol (“Offer documents”). Subsequent changes to the service content require the written confirmation of the Designer. Within the framework specified by the customer, there is freedom of the Designer to fulfill the order.
    2. All services of the Designer (in particular all preliminary drafts, sketches, final artwork, brush prints, blueprints, copies, color prints and electronic files) are to be checked by the customer and released by him within three working days from receipt by the customer. After expiry of this period without feedback from the customer, they are deemed approved by the customer.
    3. The Client will promptly and fully provide the Designer with all information and documentation necessary to provide the service. He will inform you of all circumstances that are important for the execution of the order, even if they become known only during the execution of the order. The Customer shall bear the expenses arising from the fact that work due to its incorrect, incomplete or subsequently changed information must be repeated by the Designer or delayed.
    4. The customer is further obliged to check the documents provided for the execution of the order (photos, logos, etc.) for any copyright, trademark, trademark rights or other rights of third parties (rights clearing) and guarantees that the documents are free of rights Third parties and therefore can be used for the intended purpose. In the event of mere negligence or fulfillment of its obligation to warn – at least in the internal relationship with the customer – the Designer is not liable for infringement of such third-party rights through documents provided. If the Designer is claimed by a third party for such an infringement, the customer shall indemnify and hold the Designer harmless; he has to compensate her for all the disadvantages caused by a claim of third parties, in particular the costs of adequate legal representation. The customer undertakes to assist the Designer in warding off any claims of third parties. The customer shall provide the Designer with all documents without being requested to do so.
  5. External services / commissioning of third parties
    1. The Designer is entitled at its own discretion to carry out the service itself, to use knowledgeable third parties as vicarious agents in the provision of contractual services and / or to substitute such services (“external service”).
    2. The commissioning of third parties as part of a third-party service takes place either in the customer’s own name or on behalf of the customer, the latter after prior information to the customer. The Designer will carefully select this third party and ensure that it has the required professional qualifications.
    3. The customer has to enter into obligations to third parties, which were made known to the customer and which go beyond the contract period. This also applies in the case of a termination of the Designer contract for good cause.
  6. Events
    1. Specified delivery or service periods are, unless expressly agreed as binding, only as approximate and non-binding. Binding appointments must be recorded in writing or confirmed by the Designer in writing.
    2. If the delivery / service of the Designer is delayed for reasons for which it is not responsible, such as events of force majeure and other unforeseeable events that can not be prevented by reasonable means, the performance obligations for the duration and scope of the obstacle are suspended and the deadlines extended corresponding. If such delays continue for more than two months, the Customer and the Designer are entitled to withdraw from the contract.
    3. If the Designer is in default, then the customer can withdraw from the contract only after he has set the Designer in writing a reasonable grace period of at least 14 days and this has passed fruitlessly. Claims for damages of the customer due to non-performance or default are excluded, except in case of intent or gross negligence.
  7. Premature resolution
    1. The Designer is entitled to terminate the contract with immediate effect for important reasons. An important reason exists in particular if
      1. the execution of the service is impossible for reasons for which the customer is responsible or is further delayed despite setting a grace period of 14 days;
      2. the customer continues, in spite of a written reminder with a grace period of 14 days, against material obligations arising from this contract, such as payment of a sum due or duty to cooperate violates.
      3. there are legitimate concerns about the creditworthiness of the client and the latter does not make any advance payments at the request of the Designer, nor does it provide adequate security before the Designer’s performance;
    2. The customer is entitled to terminate the contract for important reasons without granting a grace period. An important reason exists in particular if the Designer continues to violate essential provisions of this contract in spite of a written warning with a reasonable grace period of at least 14 days to remedy the breach of contract.
  8. Fee
    1. Unless otherwise agreed, the Designer’s fee for each individual service arises as soon as it has been provided. The Designer is entitled to demand advances to cover its expenses. From an order volume with an (annual) budget of $1000, -, or such, which extend over a longer period of time, the Designer is entitled to create intermediate bills or forecasts or to call up payments on account.
    2. The fee is understood as a net fee plus VAT at the statutory rate. In the absence of an agreement in individual cases, the Designer is entitled to royalties in the usual market amount for the services provided and for the granting of the copyright and trademark rights of use.
    3. All services of the Designer, which are not expressly compensated by the agreed fee, will be paid separately. All expenses incurred by the Designer are to be reimbursed by the customer.
    4. Quotations of the Designer are not binding. If it is anticipated that the actual costs will exceed those estimated by the Designer in writing by more than 15%, the Designer will inform the customer of the higher costs. The cost overrun is deemed to have been approved by the customer if the customer does not object in writing within three working days of this notice and at the same time announces cheaper alternatives. If it is a cost overrun up to 15%, a separate communication is not required. This cost overrun is considered by the client from the outset as approved.
    5. If the client unilaterally modifies or terminates commissioned work without the involvement of the Designer – without prejudice to the ongoing other support provided by the latter – he shall reimburse the Designer for the services provided up to that point in accordance with the fee agreement and reimburse all costs incurred. If the demolition is not justified by a grossly negligent or intentional breach of duty by the Designer, the customer must also reimburse the Designer for the entire fee agreed for this order (provision), whereby the crediting charge of § 1168 AGBG is excluded. Furthermore, the Designer is to be made harmless and harmless with regard to any claims of third parties, in particular contractors of the Designer. By paying the fee, the customer acquires no rights of use for work already performed; non-executed concepts, drafts and other documents must be returned to the Designer without delay.
  9. Payment, retention of title
    1. The fee is payable immediately upon receipt of the invoice and without deductions unless special terms of payment have been agreed in writing in individual cases. This also applies to the recharging of all cash expenses and other expenses. The goods delivered by the Designer remain the property of the Designer until full payment of the fee including all ancillary liabilities.
    2. In case of late payment by the customer, the statutory default interest shall apply in the amount applicable to business transactions. Furthermore, in the event of default of payment, the customer undertakes to reimburse the Designer for the resulting reminder and collection expenses, insofar as they are necessary for the purpose of legal pursuit. In any case, this includes the costs of two letters of formal notice amounting to at present $20.00 per reminder as well as a reminder letter from a lawyer commissioned with the collection. The assertion of further rights and claims remains unaffected.
    3. In the event of late payment by the Customer, the Designer may immediately forfeit all services and partial services provided under other contracts concluded with the Customer.
    4. Furthermore, the Designer is not obliged to provide further services until the amount due has been paid (right of retention). The obligation to pay remuneration remains unaffected.
    5. If payment has been agreed in installments, the Designer reserves the right, in the event of non-timely payment of installments or ancillary claims, to demand immediate payment of all outstanding debt (loss of time).
    6. The customer is not entitled to set off its own claims against claims of the Designer, unless the customer’s claim has been recognized in writing by the Designer or judicially determined.
  10. Property rights and copyright
    1. All services of the Designer, including those from presentations (eg suggestions, ideas, sketches, preliminary drafts, scribbles, final artworks, concepts, negatives, slides), even individual parts thereof, as well as the individual workpieces and design originals remain the property of the Designer and can by the Designer at any time – in particular at termination of the contractual relationship – be demanded. By paying the fee, the customer acquires the right of use for the agreed purpose. Unless otherwise agreed, the customer may only use the services of the Designer in the United States of America. In any case, the acquisition of rights of use and exploitation of Designer services requires the full payment of the fees charged by the Designer.
    2. Changes or processing of services provided by the Designer, in particular their further development by the customer or by third parties working for the latter, are only permitted with the explicit consent of the Designer and – insofar as the services are protected by copyright – of the author. The publication of all so-called. “Open files” is thus expressly not part of the contract. The Designer is not obliged to surrender. This means that without a contractual assignment of the rights of use for “electronic work”, the client has no legal claim to it.
    3. For the use of services of the Designer, which goes beyond the originally agreed purpose and scope of use, regardless of whether this service is protected by copyright, the consent of the Designer is required. For this, the Designer and the author are entitled to a separate appropriate compensation.
    4. For the use of services of the Designer or of advertising material for which the Designer has drafted conceptual or design templates, the Designer’s consent is also required after expiry of the Designer contract, irrespective of whether this service is protected by copyright or not.
    5. For uses in accordance with paragraph 4, the Designer is entitled to the full Designer remuneration agreed in the expired contract in the first year after the end of the contract. In the third year after expiration of the contract, only half or one quarter of the remuneration agreed in the contract. From the 4th year after the end of the contract no Designer fee is payable.
    6. The customer is liable to the Designer for any unlawful use in duplicate of the appropriate fee for this use.
  11. Labelling
    1. The Designer is entitled to refer to the Designer and possibly to the author on all advertising material and in all advertising measures, without the customer being entitled to a claim for compensation.
    2. Subject to the written revocation of the customer, which is possible at any time, the Designer is entitled to point out on its own advertising media and in particular on its Internet website with name and company logo the existing or former business relationship with the customer (reference note).
  12. warranty
    1. The customer must report any defects immediately, in any event within eight days of delivery / performance by the Designer, hidden defects within eight days after detection thereof, in writing under description of the defect; otherwise the service is considered approved. In this case, the assertion of warranty claims and claims for damages as well as the right to contest errors due to defects are excluded.
    2. In the case of justified and timely notice of defects, the customer has the right to improve or exchange the delivery / service by the Designer. The Designer will remedy the deficiencies in a timely manner, allowing the Client to provide the Designer with all necessary measures to investigate and correct the defects. The Designer is entitled to refuse to improve performance if it is impossible or disproportionately expensive for the Designer. In this case, the customer is entitled to the legal conversion or reduction rights. In the case of improvement, it is up to the client to carry out the transmission of the defective (physical) thing at his expense.
    3. It is also the responsibility of the client to check the performance for its legal, in particular competition, trademark, copyright and administrative law permissibility. The Designer is only obliged to conduct a rough examination of legal admissibility. In the case of slight negligence or after fulfillment of any warning obligation towards the customer, the Designer is not liable for the legal permissibility of contents if these have been specified or approved by the customer.
    4. The warranty period is six months from delivery / service. The right to recourse to the Designer pursuant to § 933b (1) Terms & Conditions expires one year after delivery / service. The customer is not entitled to withhold payments due to complaints. The presumption rule of § 924 Terms & Conditions is excluded.
  13. Liability and product liability
    1. In cases of slight negligence, the Designer and its employees, contractors or other vicarious agents (“people”) shall not be liable for damage to property or pecuniary loss of the Customer, irrespective of whether direct or indirect damage, loss of profit or consequential damage, damages due to delay , Impossibility, positive breach of contract, negligence on conclusion of the contract, due to faulty or incomplete performance. The injured party has to prove the existence of gross negligence. As far as the liability of the Designer is excluded or limited, this also applies to the personal liability of their “people”
    2. Any liability of the Designer for claims that are made against the customer due to the service provided by the Designer (eg advertising) is expressly excluded if the Designer has fulfilled its obligation to inform or was not recognizable for them, whereby slight negligence is not harm. In particular, the Designer is not liable for litigation costs, own legal fees of the customer or costs of judgments as well as for any claims for damages or other claims of third parties; the customer must indemnify and hold the Designer harmless.
    3. Claims for damages of the customer expire in six months from knowledge of the damage; but in any case after three years from the injury act of the Designer. Claims for damages are limited in amount to the net order value.
  14. Applicable law
    • The contract and all derived reciprocal rights and obligations as well as claims between the Designer and the customer are subject to the United States of America substantive law excluding its referral norms and to the exclusion of the UN sales law.
  15. Fulfillment and jurisdiction
    1. Place of fulfillment is the seat of the Designer. Upon shipment, the risk passes to the customer as soon as the Designer has handed over the goods to their chosen carrier.
    2. The place of jurisdiction for all disputes arising between the Designer and the Customer in connection with this contractual relationship shall be the court of competent jurisdiction for the seat of the Designer. Regardless, the Designer is entitled to sue the customer at his general place of jurisdiction.
    3. Insofar as names referring to natural persons in this contract are given in masculine form only, they refer to women and men in the same way. When applying the term to certain natural persons, the gender-specific form must be used.

Thank you for reading!

Digital Gregg
Digital Gregg
Digital Gregg
Digital Gregg