In case of doubt, the German version of these Terms and Conditions shall prevail.
All personal terms apply equally to all genders.
1. Scope of application
These terms and conditions shall apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). We shall only recognise terms and conditions of our clients that conflict with or deviate from these terms and conditions if we have expressly agreed to them in writing (an e-mail will suffice).
2. Scope of Services
2.1 The Client commissions zweigrad with the design development and consulting for the project designated in the respective offer.
2.2 The contractual partners agree that the development services of zweigrad are of a creative nature and do not include engineering work; in particular not:
· Calculation and design of components or constructions,
· predictions about properties and stresses as well as failure of materials, components and constructions of any kind,
· designs in terms of production technology. Such tasks are the sole responsibility of of the client,
· software implementation
2.3 The Client is obliged to provide zweigrad in good time with the information and documents necessary for the execution of the order. He shall be liable for ensuring that he is entitled to use the templates made available to zweigrad and shall indemnify zweigrad in this respect against claims for compensation by third parties.
2.4 Within the scope of the order there is freedom of design. Complaints regarding the artistic design are excluded.
2.5 The commissioning of partial services shall take place exclusively on the basis of a separate agreement, irrespective of whether these partial services are listed and invoiced individually in the offer.
3.1 Unless expressly agreed otherwise, quotations from zweigrad shall be valid for a period of two months from the quotation status stated in the quotation or, if this is not stated, from receipt by the customer.
3.2 Contracts with zweigrad shall come into existence when zweigrad has accepted/confirmed in writing (see clause 16 below) orders received or has performed the services ordered by the Client.
3.3 Agreed deadlines shall commence on the date of the written declaration of acceptance or the confirmation by zweigrad, however, not before settlement of all payments due at that time
3.4 The deadlines pursuant to clause 3.3 shall be newly agreed in the event of amendments or additions to contracts.
4.1 The provisions of Section 377 of the German Commercial Code (HGB) shall apply mutatis mutandis to the inspection of the contractual items delivered, insofar as the client is a merchant pursuant to Section 1 (1) of the German Commercial Code (HGB).
4.2 The client shall also examine all final drawings, dimensional drawings, models, data and the like with regard to the dimensions, factual correctness and feasibility in production before these documents go into production. zweigrad shall not be liable for contractual items released by the Client.
4.3 If zweigrad’s services are not rejected by the Client within 10 working days of receipt, they shall be deemed to have been accepted.
4.4 If the Client justifiably rejects the acceptance as not being in accordance with the contract, zweigrad shall carry out the necessary subsequent improvements without delay, taking into account the specifications given by the Client.
5. Rights of Use and other rights, Ownership of illustrative objects
5.1 All drafts, developments, elaborations, drawings and other works are subject to German provisions on intellectual and industrial property rights. These provisions (i.e. German Copyright Act (Urhebergesetz) and/or German Design Act (Designgesetz) and /or other intellectual property laws shall apply between the parties even if the necessary requirements for protection are not met in individual cases. Thus, zweigrad is entitled in particular to the copyright claims under Section 97 et seq. German Copyright Act and/or Section 42 et seq. German Design Act.
zweigrad shall be the owner of the full rights of use, design and other ancillary copyrights to the subject matter of the performance as well as to the drafts delivered.
5.2 Suggestions and instructions of the Client shall not constitute a joint copyright/intellectual property right (or any other equal right) and shall have no influence on the remuneration.
5.3 zweigrad grants the Client an exclusive, spatially and temporally unlimited right to use the selected design only in return for the remuneration agreed in the respective offer or in a framework agreement with the Client. This right of use relates exclusively to the project designated in the respective offer and exclusively to the use for the Client’s own purposes. The rights of use do not extend to the design alternatives. Any other use shall only be permissible with the express consent of zweigrad. zweigrad shall be entitled to demand additional remuneration for any further use.
5.4 The Client may not modify the design(s) without the express consent of zweigrad.
5.5 The rights of use shall not pass to the Client until the agreed total remuneration has been paid in full.
5.6 Rights of use to concept or design alternatives or to other work results shall not be transferred. Should the Client wish to use another design or to use the selected design for another project, an additional usage agreement must be concluded.
5.7 Should the Client terminate the cooperation prematurely and still intend to use designs by zweigrad, he shall consult with zweigrad in good time in order to conclude an independent agreement on use with an independent remuneration arrangement.
5.8 Unless expressly agreed otherwise, all visual objects (drafts, final drawings, models, prototypes, etc.) shall remain the property of zweigrad.
5.9 In the event of damage to or loss of visual objects for which the Client is responsible, the Client shall reimburse zweigrad for the costs necessary for their restoration. The assertion of further damages remains unaffected.
6. Remuneration/Terms of payment
6.1 The amount of the remuneration claim is set out in the respective offer or order confirmation and any agreed changes in remuneration during the term of the contract and is net plus value added tax at the respective statutory rate.
6.2 Ancillary services such as material, transport and travel costs (travel costs, hotel costs, expenses) shall be charged additionally according to expenditure. Travel and meeting times shall be invoiced according to agreed hourly rates.
6.3 If changes arise in the course of project execution which are not caused by defects for which zweigrad is responsible, these shall be invoiced separately. The same shall apply to further drafts or other additional services.
6.4 Invoices shall be issued after delivery or acceptance of the individual phases, unless otherwise agreed in the quotation.
Unless otherwise agreed in the quotation, in the case of work which is performed and accepted as part of self-contained partial services in accordance with the contract, the respective partial remuneration may be invoiced accordingly.
6.5 Irrespective of this, zweigrad shall be entitled to demand payments on account and down payments in accordance with the amount of work and materials provided.
6.6 The remuneration shall be due within fourteen days of the date of the invoice. Expenses and costs are due when the invoice is issued.
Due invoices are payable without deduction within the set period. We refer to the statutory provisions on default, in particular Section 288 (German Civil Code) BGB.
6.7 If the execution of the order is delayed by more than 2 months for reasons for which the Client is responsible, zweigrad may demand an appropriate increase in the remuneration. In the event of intent or gross negligence zweigrad reserves the right to assert claims for damages.
6.8 If the Client does not make use of a service or if a work phase or the entire project is discontinued without zweigrad being at fault in this respect, the Client shall owe the remuneration agreed for this service or work phase or the entire project irrespective of the performance of the service. zweigrad shall, however, take into account any expenses saved and/or remuneration acquired through other use of the manpower or remuneration not acquired in bad faith.
6.9 If the Client terminates the order before zweigrad has (fully) rendered the performance owed, the remuneration to be paid shall be governed by Sections 648, 648 a of the German Civil Code (BGB) or, if zweigrad’s performance constitutes a service, by Section 628 of the German Civil Code (BGB).
7. Third-Party Services
7.1 zweigrad shall be entitled to use the services of third parties for the performance of the order.
7.2 If the use of third-party services is necessary, zweigrad shall, after consultation with the Client, order such services in the Client’s name and for the Client’s account. The Client shall be obliged to grant zweigrad written power of attorney for this purpose.