General Terms of Business
for design services provided by Arndt Benedikt – Designstudio Groß & Ohlmer Partnerschaftsgesellschaft
1.1 We, Arndt Benedikt – Designstudio Groß & Ohlmer Partnerschaftsgesellschaft, provide you, the company, with graphic design services and grant licences to the designs created by us in accordance with § 14 German Civil Code (BGB). An overview of our services is available on our website.
1.2 The exact scope of the contracted services is derived from our offer documents.
1.3 Our services are provided exclusively on the basis of the following General Terms of Business.
1.4 We do not recognise any General Terms of Business formulated by you. In this context, divergent General Terms of Business shall not constitute part of the contract, even if we do not expressly oppose them.
2 Preliminary designs
2.1 We will prepare two to three preliminary designs (at our own discretion) and send them to you by an agreed date. The designs are sent upon agreement and according to the offer provided, either by email in the form of a PDF file or as a presentation by Arndt Benedikt – Designstudio Groß & Ohlmer Partnerschaftsgesellschaft at a location of your choice.
2.2 The type and scope of our preliminary design services and the form taken by the preliminary designs shall be at our discretion.
2.3 If you already have specific ideas or templates to be used for the designs, we request that you make them available to us as a PDF file or hard copy. We will then prepare the preliminary designs while taking your requirements into consideration.
3 Editing period
3.1 After receiving the preliminary designs, you have one month in which to review the designs and inform us in writing as to whether
a) You accept one of the designs as a contractual service without limitation;
b) You wish to continue the collaboration with the aim of creating a final design based on one or more preliminary designs; or
c) You wish to end the contractual relationship.
3.2 With the notification referred to in paragraph 1, all change requests shall be communicated to us in full. Subsequent corrections to the contractually agreed design that are required due to change requests communicated at a later date are invoiced separately based on an hourly rate. We will inform you of this separately in advance. The changes will not be made until your approval is received.
4 Final design, final artwork
4.1 We will then develop a final design and, upon agreement and according to the offer provided, either send it to you as a PDF or present it at your place of business by an agreed date.
4.2 After receiving the final design, you have one month in which to review the final design and inform us in writing as to whether you accept the design as a contractual service without limitation.
4.3 Subsequent corrections to the contractually agreed final design that are required due to change requests communicated at a later date are invoiced separately based on an hourly rate. We will inform you of this separately in advance. The changes will not be made until your approval is received.
4.4 Following approval of the final design, we will send the final artwork to you by email as a PDF document.
5.1. We charge remuneration as a net fee plus VAT.
5.2 Remuneration is due on acceptance of the work and shall be paid without deduction by the date stated on the invoice.
5.3 If we provide our services according to the stipulations of the contract, you shall pay the complete remuneration, even if you fail to make use of the service afterwards.
5.4 If you prematurely terminate the contract, we will charge you for the agreed remuneration, less the expenses saved and less the income we acquire by otherwise applying our workforce or maliciously fail to earn.
5.5 For services previously rendered as agreed in the contract that you ultimately fail to make use of in accordance with paragraph 3.1 (c) or 4.2, we will charge you solely for the pro rata fee attributable to this.
5.6 In the event that the contract is prematurely terminated by you, we will charge you 5% of the agreed remuneration for the services that have not yet been performed.
5.7 In the event that the contract is prematurely terminated, we will not grant you any rights of use without a separate written agreement. In this case, no use of our designs whatsoever is permitted.
6 Third-party services
6.1 If third-party services are required to complete the assignment, we will refer to them separately in the offer.
6.2 If you hire us in conjunction with these third-party services, we will order them in your name and for your account. You undertake to provide us with a mandate in writing for this purpose.
6.3 If we conclude any contracts for third-party services in our own name and for our account, you undertake to reimburse us the associated costs without delay.
7 Rights of use, right of obligation
7.1 Upon full payment of the reimbursement, we will transfer the requisite rights of use for the intended purpose. Unless otherwise agreed, we will transfer the non-exclusive right of use.
7.2 You are not permitted to transfer the rights of use to third parties without our written consent. This also applies with regard to enterprises belonging to a group of companies.
7.3 If you change or develop our works in any way or wish to use them beyond the agreed scope, you require our written consent in advance.
7.4 If you use our works beyond the agreed scope without obtaining our consent, you shall – in addition to the appropriate usage fee for the use of the works – pay a contractual penalty amounting to 100% of this fee. We reserve the right to assert further claims for compensation.
7.5 When designing books and magazines, we grant you the right to use the graphic in a German-language edition for circulation in the Federal Republic of Germany, unless expressly agreed otherwise.
7.6 When designing products and packaging, we grant you the right of use for the quantity stipulated in the assignment for use in the Federal Republic of Germany, unless we expressly agree otherwise.
7.7 For the graphic design of internet sites, we grant you the right – without geographical restrictions and unlimited in time – to make these sites publicly accessible (§ 19a German Copyright Act; UhrG) across all domains operated by you, unless we expressly agree otherwise.
8 Right to be named as author
8.1 You undertake to name us as the author of the designs and final artwork.
8.2 For the graphic design of websites, books and magazines, the information in the imprint or the provider identification is sufficient.
8.3 For product and packaging design, you undertake to include a reference to us where the item is presented in the accompanying product catalogue or – if clear allocation is guaranteed – in the imprint.
8.4 For the design of typefaces, corporate designs and logos, it is sufficient to state our name in the corporate manual and in the website’s provider identification.
8.5 For the design of exhibition/trade fair stands, it is sufficient to state our name in a report issued by the company about the trade fair.
8.6 The proper name is as follows: “Arndt Benedikt – Designstudio Groß & Ohlmer Partnerschaftsgesellschaft, www.arndt-benedikt.de”.
8.7 If, contrary to the agreement, you fail to name us as the designer, you undertake to pay us – in addition to the remuneration owed – a contractual penalty amounting to 100% of this remuneration. We reserve the right to assert further claims for compensation.
9 Property rights
9.1 Once the rights of use have been transferred to you, you are entitled to register property rights for the works created by us (e.g. brands and registered designs, patents, utility models, etc.).
9.2 If you register property rights, you undertake to state the name of the designer/creator, providing the responsible registration office allows for this.
9.3 You undertake to inform us of the property rights you have registered by naming the registration office and registration number. If the rights of use revert to us (e.g. due to contestation of the contract), you undertake to transfer these property rights to us without delay.
10 Reference clause
We are entitled to use our designs and reproductions as part of our own advertising materials in all media formats, irrespective of the scope of the rights of use granted to you.
11 Legal assessment, violation of rights of third parties
11.1 Please be advised that we do not perform a review of the legal permissibility or eligibility for protection of our designs (e.g. availability searches or assessments regarding copyright, registered design, utility models, patents and competition legislation), unless you have contracted us to do so separately for an additional fee. We advise you to have a review of this kind performed before using our designs.
11.2 We confirm that when preparing the designs, we have taken the utmost care to not violate any third-party rights. We will inform you if we are aware of any legal risks.
11.3 By providing us with documents and information, you assure us that you are entitled to disclose this data and that this act does not infringe on the rights of any third parties. If we are sued by a third party as the result of an infringement of rights caused by disclosure of information on your part, you undertake to indemnify us against all compensation claims from third parties by internal arrangement.
12.1 We are liable only for damages caused by us or our vicarious agents intentionally or through gross negligence. Excluded from this are claims resulting from the violation of a contractual obligation essential for achievement of the purpose of the contract (cardinal obligation), and claims resulting from injury to life, body or health, for which we are also liable for slight negligence.
12.2 Claims submitted by the client that result from a violation of duty by us or our vicarious agents expire one year after the statutory commencement of the limitation period. Excluded from this are claims for compensation based on intentional or grossly negligent dereliction of duty on our part or that of our vicarious agents, and claims for compensation due to injury to life, body or health, including if this is based on slightly negligent dereliction of duty on our part or that of our vicarious agents; the statutory period of limitations applies for these claims for compensation.
13 Choice of law, place of jurisdiction
13.1 The law of the Federal Republic of Germany shall apply.
13.2 Frankfurt am Main shall be agreed as the place of jurisdiction in the event that you are a trader, do not have a general place of jurisdiction in the Federal Republic of Germany or relocate your domicile or habitual place of residence abroad after the conclusion of the contract.