General Terms and Conditions
The following Terms and Conditions are part of all contracts concluded between dreiform and the customer. They are an integral part of all offers of dreiform GmbH and become an integral part of the contract upon acceptance.
2. Contractual Services
The scope of the services owed by dreiform (hereinafter ‘contractual services’) and all structural, technical, substantive specifications concerning the contractual services (including material properties), warranted characteristics and agreements concerning the nature and quality are conclusively defined in the offer and, if necessary, in separate service specifications. Any services not specifically defined therein are not owed by dreiform.
Any changes and supplements with regard to the type and scope of the agreed contractual services require a written agreement to be effective (see clause 4).
In creating designs for graphics, sketches, photos, films, texts and for spatial elements, furnishings, exhibits and interfaces etc., one correction shall be deemed to be agreed. Additional corrections, for which dreiform is not responsible, shall be paid and invoiced separately according to the time required.
3. Contract Components
The contractual relationship is based on the written offer of dreiform, these General Terms and Conditions as well as the relevant statutory provisions.
Additional agreements are only binding if they have been expressly mentioned in the offer of dreiform or if dreiform has expressly confirmed their inclusion in writing.
Any conflicting General Terms and Conditions of Business or Purchasing of the customer shall not become part of the contract.
4. Change in Services
dreiform will implement any requests of the customer for changes and supplements as soon as the customer has issued a binding order to do so. The resulting additional costs and the extra time shall be remunerated separately by prior arrangement. This particularly applies to changes and additions which a) deviate from the agreed contractual services in terms of type and scope, b) relate to (partial) services already approved or c) relate to (partial) services that have been submitted to the customer for approval but have not yet been approved although the conditions for approval are satisfied.
dreiform will carefully examine all requests for changes and additions of the customer and will inform him of the costs associated with their implementation in the form of an offer. The customer is then free to order the changes and additions offered by dreiform.
5. Deadlines for Completion
dreiform provides the contractual services according to the agreed project schedule, or within a reasonable time. Any changes to the agreed performance deadlines require a mutually agreed regulation.
6. Customer’s Duty to Cooperate
The customer is obliged to assist dreiform in the performance of the agreed services to the extent necessary and to the best of his abilities and to create all conditions within his sphere of control and risk that are required to properly perform the contract, and in particular to fulfil his duties to cooperate fully and on time.
Subject to other regulations in individual cases, the customer’s duty to cooperate consists of the following services:
- providing all services marked as such in the contract specifications (e.g. ‘provided by customer’/ ‘customer content’)
- providing samples and products in the quality and quantity necessary for the implementation
- providing all content, data, samples, templates, logos, images, text, films, sounds, claims, headings, exhibits, product and company-related and other information (hereinafter referred to as „materials“) necessary for the implementation of the project free of charge and in a suitable form and quality (e.g. resolution) in accordance with the deadlines for completion,
- inspecting all items (hardware and software) delivered and handed over under the contract within 14 days of delivery and notifying dreiform of any defects in writing
- examining all drafts, proposals and other (partial) services submitted for acceptance and approval within a reasonable period of time and
- communicating any requests for changes and corrections in writing within a reasonable time and with appropriate explanations.
dreiform shall not be in default of performance if a delay in cooperation or failure to cooperate on the part of the customer is partly responsible for this. In case of delays in the provision of individual contractual services due to non- or late cooperation of the customer, any claims for payment of dreiform and the due date shall remain unaffected.
7. Materials of the Customer
dreiform assumes no liability for any materials and services provided by the customer to dreiform for the performance of the contract. The customer warrants that these materials and services are unencumbered by third-party rights and that their use and processing by dreiform does not infringe any third-party rights. In this respect the customer shall indemnify and hold dreiform harmless from any third-party claims and shall reimburse dreiform for any resulting damages including the cost of a legal defense.
dreiform is not obliged to check the materials and other information provided by the customer for completeness, accuracy or third-party rights.
dreiform will give notice of the completion of the (partial) services and submit these for approval. The acceptance of self-contained partial services (e.g. planning documents, draft designs, designs, editorial content, texts, films, etc.) is possible at any time. Should the customer fail to object or fail to request changes to the services or partial services presented to him by dreiform for acceptance within 14 days after submission, such silence shall be considered acceptance.
9. Payment Terms
Unless stated otherwise, all prices quoted are in Euro and exclusive of the applicable VAT. Any social security contributions for artists (Künstersozialabgabe – KSK), duties or other charges, even if arising retroactively, shall be charged to the customer and must be borne by him.
Invoices are payable without deduction within 10 days after the date of the invoice.
All moving objects, installations and all rights of use and industrial property rights to the contractual services remain the property of dreiform until full payment of the agreed total price (incl. additional costs).
Unless the parties agree otherwise, the statutory warranty provisions shall apply. The limitation period for claims of defect is one year for furniture, fixtures, installation services and software, and six months for lamps; for all other services, the statutory limitation periods shall apply.
In addition, the following applies for the commissioning of customized software: dreiform warrants, that at the time of acceptance the contractual software and documentation comply with the applicable statutory provisions and are not affected by errors that negate or significantly reduce the value or suitability of the software for the usual and presupposed use under this contract. In case of minor deficiencies, dreiform can optionally provide a provisional solution (so-called workaround) and ultimately eliminate the defect within a reasonable period at a later time. Should dreiform fail to remedy the deficiency on more than two occasions, the customer may withdraw from the contract with regard to the software development and other contract components associated with such development or reduce the remuneration for this part of the service. In case of withdrawal, all rights of use in this regard shall revert to dreiform. All other – separable – elements of the contract shall remain unaffected.
dreiform is liable in accordance with statutory provisions for injury to life, limb or health that is based on a culpable breach of duty on the part of dreiform, its legal representatives or agents, as well as for damages covered under the Product Liability Act.
For all other damages not covered under 11.1, liability for slightly negligent behavior of dreiform, its legal representatives or agents shall be limited to the typical and foreseeable damage. This shall not apply to a breach of duty, the fulfilment of which enables the proper performance of the contract in the first place and compliance with which the customer may regularly rely on.
12. Rights of Use
All concepts, designs sketches, drawings, plans and graphic, image, animation and film products, programming, files and interface solutions created by dreiform within the scope of the services offered are subject to the applicable copyright laws and are the property of dreiform. Any use of the work and services presented and submitted by dreiform with the aim of concluding the contract (e.g. presentations) shall require the prior approval of dreiform, even if the work and services are not protected by copyright.
The same applies to the use of these works and services in altered or edited form, as well as to the use of the ideas underlying the work and services, provided that they have not been reflected in the recent advertising media of the customer. Any acceptance of a possible presentation fee shall not constitute consent to the use of our work and services.
dreiform grants the customer all necessary rights of use to the contractual services as non-exclusive rights for an indefinite period to the extent necessary to use the contractual services for the agreed purposes. Deviating agreements are possible in individual cases. Such agreements must be concluded in writing and must specifically describe the scope of use.
With regard to any standard software to be procured by dreiform (among others, operating system, content management system) dreiform shall grant the customer all rights of use which dreiform obtained from the manufacturer/distributor of the standard software as transferable rights.
With regard to any customized software to be developed by dreiform, the customer acquires the right to use the software, and in particular to store and present it in public, upon full payment of the contractually agreed fee.
Any use of the contractual services outside the Federal Republic of Germany shall always require the approval of dreiform.
dreiform warrants that the services provided under this contract are unencumbered by third-party rights and that the use of these services by the customer does not infringe any third-party rights. Should the contractual use of services nevertheless infringe the rights of third parties, dreiform shall indemnify and hold the customer harmless from all legitimate third party claims. This also includes all reimbursable legal defense costs.
Excluded from the transfer of rights are the rights to pre-existing works (e.g. libraries, open source software, etc.) which dreiform uses in the performance of its duties. Unless the parties expressly agree on the exclusion of pre-existing works in writing, dreiform is free to use these works. dreiform will inform the customer of the use of such works.
After completion of the project, dreiform is entitled to refer to the cooperation of the parties and use company and product names in its internal and external corporate communications (e.g. presentations, brochures, website) and in its advertising materials to the extent necessary.
14. Place of Jurisdiction
Place of performance and exclusive place of jurisdiction for any disputes shall be Cologne. The legal relationship between the parties shall be exclusively governed by the laws of the Federal Republic of Germany.
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