General Terms and Conditions.

General Terms and Conditions

1. General Provisions

1.1. The following terms and conditions apply to all business transactions with both suppliers and customers. These General Terms and Conditions form the basis of all delivery contracts, services, and offers provided by the usability studio Blickwinkel-digital (hereinafter: the Studio) and also apply to all future business relationships, even if they are not expressly agreed upon again. 1.2. Deviating terms and conditions of business partners shall only become part of the contract if they have been expressly agreed to in writing beforehand. 1.3. The Agency's offers in brochures, advertisements, or internet presentations are – also regarding prices – subject to change and non-binding.

2. Copyright and Rights of Use

2.1. Every order placed with the Studio is a contract for work (Werkvertrag) aimed at granting rights of use for the work services. Excluded from this is the hosting service (cf. Section 12 of these Terms and Conditions). 2.2. All sketches, drafts, layouts, and final artwork are subject to copyright law. The provisions of copyright law shall also apply if the required legal protection requirements (threshold of originality) are not met in an individual case. 2.3. Drafts and final artwork may not be changed, either in the original or in reproduction, without the express consent of the Studio. Any imitation – even of parts – is prohibited. A violation of this provision entitles the Studio to demand a contractual penalty in the amount of double the agreed remuneration. 2.4. The Studio grants the client the rights of use required for the respective purpose. Unless otherwise agreed, a simple right of use shall be transferred in each case. Any transfer of rights of use to third parties requires a prior written agreement. 2.5. Rights of use shall only pass to the client upon full payment of the remuneration. Rights of use for work that has not yet been paid for upon termination of the contract or, in the case of billing on a commission basis, has not yet been published, shall remain with the Studio, subject to other agreements. 2.6. Material licensed by the Studio to fulfill the order may only be used by the Studio. The costs of licensing shall be borne by the customer. 2.7. The Studio has the right to be named as the author on copies and in publications. A violation of the right to attribution entitles the Studio to compensation for damages. Without proof of higher damages, the compensation shall amount to 100% of the agreed remuneration or the remuneration customary according to the SDSt/AGD collective agreement for design services (latest version). The right to claim higher damages upon proof remains unaffected. 2.8. The Studio is not obliged to release files or layouts created on the computer to the client. If the client wishes for computer data (open files) to be handed over, this must be agreed upon and remunerated separately. If the Studio has provided the client with computer files, these may only be changed with the prior consent of the Studio.

3. Remuneration

3.1. Remuneration is based on the hourly rate determined by the Studio, provided that no other agreements (offer) have been made. 3.2. If the customer does not make use of rights of use after delivery of the drafts, which are part of every design order, or decides on another provider, the remuneration for the drafts must be paid in any case. In this case, the remuneration corresponds to 50% of the total service in the area of concept, design, layout, and programming. The preparation of drafts, products, and services provided by the Studio for the client is subject to a fee unless expressly agreed otherwise. If no remuneration is agreed upon for a service or partial service, the remuneration customary for the Studio according to the Studio price key applies. 3.3. Agreed ancillary services and costs advanced by the Studio according to the agreement shall be borne by the customer, unless otherwise regulated. Price increases after conclusion of the contract based on fluctuations in exchange rates, wage increases, or material price increases may be passed on to the customer.

4. Due Date of Remuneration

4.1. Unless otherwise stated in the order confirmation, remuneration is due upon delivery of the product. It is payable without deduction. 4.2. Acceptance may not be refused for design-artistic reasons. There is freedom of design within the scope of the order. 4.3. If the ordered work is accepted in parts, a corresponding partial remuneration is due upon acceptance of each part. If an order extends over a longer period or requires high financial advance performance from the Studio, reasonable down payments must be made. 4.4. In the event of default of payment after the stated payment deadline and two subsequent reminders, the Studio is entitled to withdraw from the contract immediately without prior notice. In these cases, all claims of the Studio, including all claims from the ultimately discontinued and current contract (at 100%), against the customer shall become due immediately in one amount without special request. In the event of default of payment of the payment target (14 days) according to the initial invoice, the Studio may impose a delivery, service, and/or production stop. Knowledge of insolvency entitles the Studio to withdraw from the contract with the client without notice.

5. Special Services, Ancillary and Travel Costs

5.1. Special services requested by the customer due to changes in the order/contract content will be charged according to the time spent and the price scale of the existing order. 5.2. Expenses for order-related technical ancillary costs are to be reimbursed by the client. 5.3. Travel costs and travel time will be invoiced to the client.

6. Freedom of Design and Templates

6.1. There is freedom of design within the scope of the order. Complaints regarding the artistic design are excluded. If the client wishes for changes during or after the draft production, they are entitled to one revision loop. Any further change will be charged with additional costs to the customer according to the existing Studio price list. 6.2. If the execution of the order is delayed for reasons for which the client is responsible, the Studio may demand a reasonable increase in remuneration. In the case of intent or gross negligence, the Studio may also assert claims for damages. The assertion of further default damages remains unaffected. 6.3. The client warrants that they are entitled to use all templates provided to the Studio. Should they not be entitled to use them contrary to this warranty, the client shall indemnify the Studio against all claims for compensation from third parties.

7. Retention of Title / Transfer of Risk

7.1. Services, rights of use, and delivered goods remain the property of the Studio until full payment has been made. In the event of access by third parties to the reserved goods, the customer must point out the Studio's ownership and notify the Studio immediately. In the case of an open account, the reserved ownership serves as security for the balance claims. The resale of goods and services is permitted if the invoice has not yet been settled. However, the customer's income from the resale of goods or services not yet paid for must be assigned to the Studio up to the amount of the invoice. Only rights of use are granted for drafts and final artwork; ownership rights are not transferred.

8. Liability

8.1. Unless the contract provides otherwise, the Studio is liable, regardless of the legal reason, only for intent and gross negligence. This limitation of liability also applies to vicarious agents. The Studio is only liable for slight negligence in the event of a breach of essential contractual obligations. In this case, however, liability for indirect damage, consequential damage, and lost profit is excluded. Liability for positive breach of contract, culpa in contrahendo, and tort is also limited to compensation for the typical foreseeable damage. 8.2. The Studio assumes no liability for drafts, developments, elaborations, final designs, and drawings approved by the client. 8.3. The Studio is not liable for the admissibility under competition and trademark law, the registrability of the work, or the novelty of the product. The Studio does not check whether concepts (creations, texts, layouts) violate the property rights of third parties.

9. Delivery Dates / Duty to Cooperate

9.1. The Studio endeavors to meet agreed completion dates as precisely as possible. Targeted fulfillment dates can only be met if the client provides all necessary work and documents in full by the dates specified by the Studio and fulfills their duty to cooperate to the required extent. Delays in delivery and cost increases caused by incorrect, incomplete, or subsequently changed information or documents provided cannot lead to default by the Studio. Any resulting additional costs shall be borne by the client. Failure to meet deadlines only entitles the customer to assert their legal rights if they have granted the Studio a grace period of at least 14 days. This period begins with the receipt of a reminder letter by the Studio. 9.2. An obligation to pay damages due to delay only exists in the case of intent or gross negligence on the part of the Studio. Further claims are excluded. Force majeure, war, riot, strike, lockout, and significant operational disruptions through no fault of our own extend the respective deadlines by the duration of the disruption plus a further 2 weeks. Unavoidable or unforeseeable events – especially delays at the Studio's contractors – also release the Studio from meeting agreed delivery dates. 9.3. If the execution of the order is delayed for reasons for which the client is responsible, the Studio may demand a reasonable increase in remuneration.

10. Final Provisions

10.1. The invalidity of one of the above conditions shall not affect the validity of the remaining provisions. 10.2. The place of fulfillment is the registered office of the Studio. The law of the Federal Republic of Germany applies. The place of jurisdiction is Villingen-Schwenningen, provided the client is a registered merchant (Vollkaufmann).