T&C

of Arndt Benedikt GmbH

1.1. The following General Agency Terms and Conditions (hereinafter: “GTC”) apply

to all legal transactions between Arndt Benedikt GmbH (hereinafter: “Contractor”) and its clients (hereinafter: “Client”). Any deviating General Terms and Conditions provided by the Client shall not be recognized. Such terms shall not become part of the contract even if the Contractor does not expressly object to them.

1.2. As a business operator within the meaning of Section 14 of the German Civil Code (BGB), the Contractor provides services in the field of design-oriented brand development.

1.3. Services are provided in accordance with the individual proposal documents and the General Terms and Conditions set forth below. In the event of any conflict, the terms of the proposal shall prevail.

2.1. The contract is concluded upon acceptance of the offer submitted by the Contractor. Acceptance must be declared within the binding period.

2.2. By accepting the offer, the Client confirms the scope of services set forth in the offer.

2.3. Changes to the scope of services (change requests), particularly additions or reductions, must be agreed upon in writing. The same applies to services that are not expressly included in this offer, even if they are part of the same project.

2.4. A detailed description of the scope of services and the service period is set forth in the contract documents. This generally consists of the proposal, including any attachments and service descriptions.

3.1. Binding deadlines for services must be agreed upon in writing.

3.4. If the Client requests changes or additions after acceptance, these shall be considered a new order and shall be compensated accordingly.

4.1. The fee covers the services specified in the offer. Services not covered by the fee are identified as such in the offer.

4.2. If the Contractor performs the service in accordance with the contract, the full payment is due even if the Client does not use the service.

4.3. For services already rendered that the client culpably fails to accept, the proportionate fee will be calculated and billed.

4.4. Third-party costs (e.g., for required licenses, fonts, production, and postage) will be calculated based on actual expenses and billed separately. Third-party costs subject to the artists’ social security contribution will be charged plus the applicable contribution rate.

4.5. Travel and accommodation expenses are to be treated as third-party costs: they are not included in the agreed compensation. Unless otherwise specified in the proposal, they will be billed separately on a time-and-materials basis if they are incurred at the Client’s request or in the Client’s interest.

4.6. Additional services that go beyond the agreed scope of services will be billed on a time-and-materials basis.

4.7. Services agreed upon separately shall be compensated in accordance with the applicable terms and conditions.

4.8. Unless otherwise agreed, payment is due upon issuance of the invoice by the Contractor and must be paid in full within 14 days of receipt.

4.9. All prices are net and exclude the applicable statutory value-added tax.

4.10. In the event of late payment, late payment interest may be charged at a rate of 9 percentage points above the European Central Bank’s base rate. The Contractor reserves the right to claim additional damages.

5.1. After the contract is concluded, the Contractor shall develop a project plan that outlines and specifies the course of the project.

5.2. Unless otherwise agreed—in particular in the proposal or the project plan—the project will proceed as follows:

• After the contract is concluded, preliminary drafts will be prepared and submitted to the Client as agreed.

• The Client may request revisions within the scheduled and agreed-upon revision cycles. These will be carried out by the Contractor, provided they do not exceed the agreed service period and scope.

• Upon completion of the revision cycles, the Contractor will prepare the final draft and submit it to the Client. Upon receipt of the final draft, the Client will review the Contractor’s work within the agreed deadlines and, if applicable, accept it.

6.1. The client’s obligations to cooperate are set forth in the binding proposal documents on which the contract is based. In particular, the client must fulfill its agreed-upon obligations regarding feedback and approval.

6.2. The Client shall designate a responsible contact person who has decision-making and approval authority and who will remain available throughout the duration of the project. If the contact person becomes unavailable during the project, the Client must immediately designate a new contact person and notify the Contractor.

6.3. The Client agrees to provide the Contractor with all documents and information necessary for the performance of the Contractor’s work in a timely, truthful, and complete manner. The Client is obligated to notify the Contractor immediately of any changes or circumstances that could be relevant to the performance of the contract.

6.4. By providing the content, the Client warrants that it holds all necessary rights to the content, materials, or specifications it has provided and that these do not infringe upon the rights of any third parties. Should the Client become aware that the rights of third parties are infringed by the content provided, such as documents, templates, sketches, materials, work tools, or specifications, the Client must immediately notify the Contractor thereof.

6.5. If the Client culpably fails to provide the necessary cooperation, or provides it incompletely, late, or in a manner other than that agreed upon, the Client shall reimburse the Contractor for any costs incurred as a result (e.g., delays, additional expenses). The Contractor reserves the right to assert further claims, in particular claims for damages.

If the Client fails to fulfill its obligations to cooperate despite a request from the Contractor, and if this causes the project to effectively come to a standstill for a period of more than 30 calendar days, the Contractor is entitled to suspend the project until cooperation resumes and to bill separately for any resulting expenses, and/or to terminate the contractual relationship for cause.

The Client shall indemnify the Contractor against all claims by third parties arising from any infringement of third-party rights caused by the content provided by the Client. This also includes reasonable legal defense costs.

9.1. Unless otherwise agreed in the contract, the Contractor shall have creative freedom in the performance of the contract.

9.2. The Contractor is not authorized or entitled to conduct a legal review of content or work deliverables, unless there is a separate agreement that includes such a review; such a review shall be compensated.

9.3. The Contractor is not obligated to provide open data, raw files, or working files (e.g., editable design, layout, source, or production files). If the Client requests the provision of working files or source data, this must be agreed upon separately and compensated accordingly. The amount of the fee depends on the volume of data and the associated effort and will be communicated by the Contractor upon request. The transfer of data and files generally takes place electronically via a secure data room or a comparable service.

9.3.1. Changes to the transferred data and files are permitted only with the prior consent of the Contractor. If the Client culpably violates this provision, the Client shall owe a contractual penalty, the amount of which shall be determined by the Contractor at its reasonable discretion and may be reviewed by a court in the event of a dispute. The contractual penalty shall be offset against any obligations to pay damages.

9.3.2. The Client is responsible for the secure download and proper storage of the transferred data and files. The Contractor shall not be liable for damages resulting from data loss or damage on the Client’s end, unless the Contractor is at fault.

9.3.3. The Contractor shall not be liable for defects in the data and files provided, unless such defects result from the Contractor’s intentional misconduct or gross negligence.

 

10.1. Der Auftragnehmer ist berechtigt, zur Erfüllung des Auftrags erforderliche Fremdleistungen in Auftrag zu geben; solche werden im Angebot gesondert ausgewiesen.

10.2. Soweit der Auftragnehmer mit der Vermittlung von Fremdleistungen beauftragt wird, erfolgt die Bestellung dieser Leistungen im Namen und auf Rechnung des Auftraggebers. Der Auftraggeber verpflichtet sich, dem Auftragnehmer hierfür eine Vollmacht zu erteilen.

10.3. Soweit im Einzelfall Verträge über Fremdleistungen im Namen und auf Rechnung des Auftragnehmers abgeschlossen werden, verpflichtet sich der Auftraggeber, dem Auftragnehmer die damit verbundenen Kosten unverzüglich zu erstatten. Der Auftraggeber stellt den Auftragnehmer von sämtlichen Verbindlichkeiten frei, die sich aus dem Vertragsabschluss ergeben.

10.4. Der Auftragnehmer wählt die Drittdienstleister sorgfältig aus und haftet nur für die sorgfältige Auswahl, nicht jedoch für die Leistungen der Drittdienstleister selbst, es sei denn, der Auftragnehmer hat die unsachgemäße Leistung des Drittdienstleisters zu vertreten.

The Contractor is entitled to use the work produced as part of the collaboration as a reference following its publication by the Client (digitally, in print, and in presentations). Preliminary drafts are excluded from this provision.

12.1. The Contractor shall be liable only for damages caused by the Contractor or its vicarious agents through willful misconduct or gross negligence. Excluded from this are injury to life, limb, or health; defects arising after the assumption of a warranty; defects fraudulently concealed; and the breach of material contractual obligations. Essential contractual obligations are breached if they are essential obligations whose breach jeopardizes the achievement of the purpose of the contract, or if they are obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the Client regularly relies (so-called cardinal obligations). In this case, however, the Contractor shall be liable only for foreseeable damage typical for this type of contract.

12.2. In cases of gross negligence, the Contractor shall be liable for damages in the amount of the typical loss foreseeable at the time the contract was concluded. The Contractor shall not be liable for breaches of duty committed through slight negligence other than those specified in the preceding sentences.

12.3. The shipment of work and materials to and from the client is at the client’s risk and expense.

12.4. By approving drafts and final versions, the client assumes responsibility for the technical and functional accuracy of the text, images, and design.

12.5. The Contractor shall not be liable for the compliance of its designs and other design work with competition and trademark law or for their registrability. In all other respects, reference is made to the provisions of Sections 8 and 9.

12.6. Der Auftragnehmer haftet nicht für Schäden, die durch die Arbeit Dritter am Projekt beteiligter Personen oder Unternehmen (z.B. externe Dienstleister) entstehen.

Claims by the client shall become time-barred one year after the commencement of the statutory limitation period. This does not apply to claims arising from intentional or grossly negligent breaches of duty, or from injury to life, limb, or health; for such claims, the statutory limitation periods shall apply.

14.1. The laws of the Federal Republic of Germany shall apply.

14.2. If the Client does not have a general place of jurisdiction in the Federal Republic of Germany or relocates its registered office or habitual residence abroad after the conclusion of the contract, the Contractor’s registered office in Frankfurt am Main is agreed as the place of jurisdiction.

14.3. Any amendments or additions to these Terms and Conditions or other contractual agreements must be made in writing.

14.4. If any of the above agency terms is invalid, this shall not affect the validity of the remaining terms.