Terms & Conditions

Note: This English translation is provided for convenience only. In case of any discrepancies between the English translation and the German original, the German version shall prevail.

Scope

General Terms and Conditions
– for business transactions with entrepreneurs only –
Contents

A. WEB / APP DESIGN AND PROGRAMMING
B. VIDEO AND PHOTO PRODUCTION
C. GRAPHIC DESIGN AND PRINT PRODUCTS

A. WEB / APP DESIGN AND PROGRAMMING

1. Subject Matter, Scope of Application

1.1. The subject matter of Section A. of these General Terms and Conditions is the conception, design, and implementation of websites and/or apps by Dima Schkolerman and Adrian Sangeorgean, Darmstädter Street 11, 64646 Heppenheim (hereinafter "we" or "us") for the customer (hereinafter "Customer" or "you").

1.2. These General Terms and Conditions apply exclusively to business transactions with entrepreneurs as defined in § 14 of the German Civil Code (BGB), i.e. to natural and legal persons or partnerships with legal capacity who enter into business relations with us in the exercise of their commercial or self-employed professional activity.

1.3. Our offers and services are governed exclusively by these General Terms and Conditions. Differing terms and conditions of the user, or those going beyond these terms and conditions, shall not become part of the contract.

2. Services

2.1. The website or app is designed in coordination with the Customer. The scope, functionality, feature descriptions, and technical requirements are listed in the offer documents. They form the basis of the price calculation.

2.2. We wants endeavour to implement subsequent change or addition requests of the Customer — such as expanding the scope, implementing additional functions, or modifying or extending stages or elements already approved by the Customer — at the Customer's request. There is no legal obligation on our part to implement subsequent change or addition requests, unless there is no objective reason for refusing the changes. We wants inform the Customer without delay if we reject subsequent change requests. Additional effort arising from changes or additions shall be remunerated separately.

3. Customer's Duties of Cooperation, Indemnity Obligation

3.1. The Customer is obliged to provide all necessary acts of cooperation, in particular to deliver, without delay, all content and materials (texts, images, tables, etc.) to be incorporated into the website or app whose inclusion the Customer requires, in a form and quality suitable for implementation in the programming, and to provide all other information, documents, and data required for the service, including access data and suitable test data, upon request without delay.

3.2. The Customer is solely responsible for materials and content provided by the Customer. We assume no obligation to review, and in particular have no duty to check the content for possible infringements of third-party rights. The Customer is solely responsible for ensuring that the content provided does not violate any laws or third-party rights.

3.3. Should third parties make claims against us due to possible legal violations, the Customer undertakes to indemnify us from all liability and to reimburse us for any resulting expenses and damages, including reasonable costs of legal defence.

3.4. The Customer shall ensure that personnel authorised to take decisions are designated for any required coordination meetings and shall ensure their availability.

4. Completion Time, Acceptance

4.1. The Customer is obliged to issue, without delay and by appropriate declaration in text form, the approval of our detailed planning — in particular the approval of the layouts we have prepared for programming — provided that this detailed planning meets the contractually agreed requirements and no objections that are comprehensible in light of the mutual interests are raised.

4.2. If a delivery time has been agreed, it shall be extended if the Customer's acts of cooperation or the approval of concepts or drafts are delayed or refused, or if the Customer's subsequent change requests result in additional effort.

4.3. After completion, the Customer is obliged to accept the work, provided that the website or app has been produced substantially in accordance with the contract. Acceptance shall be deemed to have been granted if the Customer does not report any material defects in text form within four weeks of our completion notice and going online. We wants inform the Customer in the completion notice of the deemed acceptance after expiry of the deadline.

5. Copyrights, Source Code

5.1. Unless otherwise agreed, the Customer receives the unrestricted right, in time and territory, to reproduce, edit, or otherwise modify the website or app for the purposes of the contractually provided use as a website or app, or to use it in any manner within this framework. We grant the Customer all other performance and protective rights necessary for this use. We are entitled to add a discreet copyright notice to the homepage of the website or app. We are further entitled to use the Customer's name and company logo, as well as representations of the website or app or links thereto, for advertising purposes as a reference, e.g. in the form of screenshots of the web presence on our website or in individual offer documents.

5.2. The Customer has no claim to delivery of the source code unless the parties have expressly agreed otherwise or have provided separate remuneration for this. Commenting of the source code is not included or would be subject to separate agreement and remuneration.

5.3. The aforementioned claims (or any claims) only arise upon fulfilment of all of the Customer's payment obligations.

6. Warranty Rights, Duty to Inspect and Notify Defects

6.1. We undertake, in accordance with statutory and the following provisions, to provide the website or app free of material and legal defects. Warranty rights are excluded insofar as they are based on materials supplied by the Customer or other specifications of the Customer.

6.2. If the website or app is defective, the Customer may demand subsequent performance. We have the right to choose whether subsequent performance is effected by remedying the defect or delivering a defect-free item. The Customer's right to reduce the price or withdraw from the contract only arises if subsequent performance has failed. Further claims for damages exist only under the additional conditions of Section 8.

6.3. The Customer shall inspect the website or app without delay after delivery by us, insofar as this is practicable in the ordinary course of business. Defects identifiable upon inspection shall be notified without delay. Defects not identifiable upon inspection shall be notified without delay after discovery of the defect. Notification is timely if made within 14 days. Timely dispatch of the notice shall suffice. If the Customer fails to notify, warranty claims are excluded.

6.4. Warranty claims and rights become time-barred one year after delivery. The statutory limitation periods apply, by way of derogation, to damage claims arising from injury to life, body, or health. The statutory limitation periods also apply to claims for other damages based on at intentional or grossly negligent breach of duty by us or our vicarious agents.

7. Liability

7.1. We shall be liable for damages of any kind — irrespective of other statutory conditions for a claim — only in the event of intent and gross negligence. For simple negligence we shall be liable only for breach of a duty whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the Customer may regularly rely (cardinal obligation). Otherwise, liability for damages of all kinds, regardless of the legal basis, including liability for fault upon conclusion of the contract, is excluded. Insofar as we are liable for negligent conduct, liability shall in principle be limited to the damage that we typically had to expect at the time of conclusion of the contract on the basis of the circumstances known to us at that time. The above limitations and exclusions of liability shall not apply insofar as we have assumed a guarantee, for damages to be compensated under the German Product Liability Act (Produkthaftungsgesetz), or for damages to life, body, or health. The above exclusions and limitations of liability also apply for the benefit of our employees, vicarious agents, and other third parties whom we use to fulfil the contract.

8. Applicable Law, Place of Jurisdiction

8.1. The law of the Federal Republic of Germany applies, with the exception of the UN Convention on Contracts for the International Sale of Goods (CISG).

8.2. The place of jurisdiction for transactions with merchants, legal entities under public law, or special funds under public law is our registered office. However, we are entitled, at our choice, to bring legal action at the Customer's registered office.

B. VIDEO AND PHOTO PRODUCTION

1. Subject Matter, Scope of Application

1.1. The subject matter of Section B. of these General Terms and Conditions is the production of advertising, presentation, and image videos (hereinafter "Videos"), as well as photographs (hereinafter "Images") by Dima Schkolerman and Adrian Sangeorgean, Darmstädter Street 11, 64646 Heppenheim (hereinafter "we" or "us") for the customer (hereinafter "Customer" or "you").

2. Services

2.1. The basis of the price calculation is the specifications regarding script, location, and/or image content as agreed with the Customer at the outset.

2.2. We wants endeavour to implement the Customer's subsequent change or addition requests at the Customer's request. There is no legal obligation in this regard unless there is no objective reason for refusing the changes. We wants inform the Customer without delay if we reject subsequent change requests. Additional effort arising from changes or additions shall be remunerated separately.

3. Customer's Duties of Cooperation, Indemnity Obligation

3.1. The Customer is obliged to provide all necessary acts of cooperation, in particular to provide any filming location, props, and actors/performers/models to be supplied by the Customer.

3.2. Property Release: If the filming location for a Video and/or the location for a photo shoot is to be provided by the Customer, the Customer is also responsible for ensuring that any authorised third party (e.g. a property owner) grants the corresponding filming or photography permission ("Property Release").

3.3. Responsibility for Content: The Customer is solely responsible for ensuring that content provided by the Customer for incorporation into the Video and/or Images does not violate any laws or third-party rights. The Customer must ensure that this content and its use for the production and use of the Video or Images does not infringe applicable statutory provisions or commercial protection rights of third parties or third-party intellectual property rights such as name rights, trademark rights (trademarks, registered designs), or copyrights. The Customer assures us that it has the necessary rights to the materials and content and that no third-party rights conflict with them. We assume no obligation to review, and in particular have no duty to check the content for possible infringements of third-party rights.

3.3.1. Music in particular: If the Customer provides music tracks (or excerpts or parts thereof) for incorporation into the Video to be produced, the Customer assures that it has the necessary rights for this. This concerns in particular the right to use the composition and lyrics in a film (to be requested from the music publisher, the collecting society {e.g. GEMA}, and/or the author himself) as well as the synchronisation right of the performing artists (interpreters) and phonogram producers in the recording (to be requested from the record company and/or the artist himself).

3.4. Should third parties make claims against us due to possible legal violations within the meaning of Section 3.3. (including 3.3.1.), the Customer undertakes to indemnify us from all liability and to reimburse us for any resulting expenses and damages, including reasonable costs of legal defence.

3.5. The Customer shall ensure that personnel authorised to take decisions are designated for any required coordination meetings and shall ensure their availability.

4. Completion Time, Acceptance

4.1. The Customer is obliged to issue, without delay and by appropriate declaration in text form, the approval of our concept, provided that this concept meets the contractually agreed requirements and no objections that are comprehensible in light of the mutual interests are raised.

4.3. After completion, the Customer is obliged to accept the work, provided that the produced Video and/or produced Images have been produced substantially in accordance with the contract. Acceptance shall be deemed to have been granted if the Customer does not report defects in text form within four weeks of our completion notice and provision (for online retrieval or on a data carrier). We wants inform the Customer in the completion notice of the deemed acceptance after expiry of the deadline.

5. Copyrights

5.1. Unless otherwise agreed, the Customer receives the unrestricted right, in time and territory, to use the Video or Images for the intended purposes. Shortening or use in excerpts is permitted; further editing or other modification, however, requires our consent. The transfer of rights relates to the finished cut version of the Video, not to the unedited version and/or other footage, and not to the original files; or, in the case of Images, to the finished Images and not to the original files.

5.2. The aforementioned claims arise, as applicable, only upon fulfilment of all of the Customer's payment obligations.

6. Credits

6.1. We are entitled to add appropriate credits (references to copyright and/or performance rights holders) to the Video in the closing credits.

6.2. Images are to be provided with the following picture credit upon each use: 1Plus Agency

7. Reference Use

7.1. We are further entitled to use the Customer's name and company logo, as well as the Video or Images and/or excerpts thereof, for advertising purposes as a reference, e.g. on our website or as part of individual presentations.

8. Cancellation by the Customer

8.1. Cancellation of your order for the production of a Video and/or Images is possible up until completion if there is good cause. Good cause generally requires that the reason for termination lies within our sphere of risk. If your need ceases, this generally lies within your sphere of risk and is therefore generally not good cause.

8.2. In the event of cancellation, we are entitled to charge you the difference between the agreed remuneration and what we have saved in expenses as a result of the cancellation of the contract, or acquired or maliciously failed to acquire through other use of our labour.

8.3. Instead of a specific calculation of the difference within the meaning of the preceding paragraph (2), we may charge a flat-rate cancellation fee of 15% of the agreed remuneration. If you prove that the difference within the meaning of the preceding paragraph (2) is lower, that lower amount shall apply.

8.4. Even if the conditions for cancellation under this clause are not met, you may of course always ask us whether we would agree to cancellation. We wants then examine in each case whether and on what terms we can accommodate your cancellation request.

9. Warranty Rights

9.1. Warranty claims and rights become time-barred one year after acceptance. The statutory limitation periods apply, by way of derogation, to damage claims arising from injury to life, body, or health. The statutory limitation periods also apply to claims for other damages based on at intentional or grossly negligent breach of duty by us or our vicarious agents.

10. Liability

10.1. We shall be liable for damages of any kind — irrespective of other statutory conditions for a claim — only in the event of intent and gross negligence. For simple negligence we shall be liable only for breach of a duty whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the Customer may regularly rely (cardinal obligation). Otherwise, liability for damages of all kinds, regardless of the legal basis, including liability for fault upon conclusion of the contract, is excluded. Insofar as we are liable for negligent conduct, liability shall in principle be limited to the damage that we typically had to expect at the time of conclusion of the contract on the basis of the circumstances known to us at that time. The above limitations and exclusions of liability shall not apply insofar as we have assumed a guarantee, for damages to be compensated under the German Product Liability Act (Produkthaftungsgesetz), or for damages to life, body, or health. The above exclusions and limitations of liability also apply for the benefit of our employees, vicarious agents, and other third parties whom we use to fulfil the contract.

11. Applicable Law, Place of Jurisdiction

11.1. The law of the Federal Republic of Germany applies, with the exception of the UN Convention on Contracts for the International Sale of Goods (CISG).

11.2. The place of jurisdiction for transactions with merchants, legal entities under public law, or special funds under public law is our registered office. However, we are entitled, at our choice, to bring legal action at the Customer's registered office.

C. GRAPHIC DESIGN AND PRINT PRODUCTS

1. Subject Matter, Scope of Application

1.1. The subject matter of Section C. of these General Terms and Conditions is the legal relationship between Dima Schkolerman and Adrian Sangeorgean, Darmstädter Street 11, 64646 Heppenheim (hereinafter "we" or "us") and the customer (hereinafter "Customer" or "you") concerning the conception and creation of logos, designs, layouts, or other graphics (hereinafter "Graphic(s)") for flyers, brochures, business cards, and other print products (hereinafter "Print Product(s)"), as well as, where applicable, the production (by subcontracting to a print shop) and delivery of the Print Products themselves.

2. Customer's Duties of Cooperation, Indemnity Obligation

2.1. The Customer is obliged to provide all necessary acts of cooperation, in particular to deliver, without delay, all content and materials (texts, images, tables, etc.) to be incorporated into the Graphic or the Print Product whose inclusion the Customer requires, in a form and quality suitable for implementation, and to provide all other information, documents, and data required for the service upon request without delay.

2.2. The Customer is solely responsible for materials and content provided by the Customer. We assume no obligation to review, and in particular have no duty to check the content for possible infringements of third-party rights. The Customer is solely responsible for ensuring that the content provided does not violate any laws or third-party rights.

2.3. Should third parties make claims against us due to possible legal violations, the Customer undertakes to indemnify us from all liability and to reimburse us for any resulting expenses and damages, including reasonable costs of legal defence.

3. Source Files and Print Templates

3.1. The Customer has no claim to delivery of the source files or the print template unless the parties have expressly agreed otherwise or have provided separate remuneration for this.

4. Delivery of Print Products

4.1. For Print Products, over- or under-deliveries of up to 10% of the ordered quantity cannot be objected to. The delivered quantity shall be invoiced. For deliveries from special paper production runs of less than 1000 kg, the percentage increases to 20%; for less than 2000 kg, to 15%.

5. Delivery Disruptions for Print Products

5.1. If we are unable to provide Print Products because we have not been supplied by a subcontractor through no fault of our own despite the latter's contractual obligation, we are entitled, with regard to the affected Print Products, to (partial) withdrawal from the contract with the Customer. In this case, we wants inform the Customer without delay that the ordered products are not available and wants refund any services already rendered without delay.

6. Rights of Use

6.1. Unless otherwise agreed, the Customer receives the unrestricted right, in time and territory, to use the Graphics for the intended purposes. Shortening or use in excerpts is permitted; further editing or other modification, however, requires our consent. Unless otherwise agreed, the transfer of rights relates solely to the final format delivered, not to the original files, even if these are also supplied.

7. Specimen Copies

7.1. The Customer shall provide us free of charge with 3 perfect copies of all reproduced Graphics and Print Products created by us.

8. Own Use for Reference Purposes

8.1. We are entitled to use Graphics and Print Products created by us and/or the name, company, and logo of the Customer for our own reference purposes, e.g. on our online presences and/or on social media, or e.g. in advertising flyers, brochures, catalogues, and/or other print products.

9. Warranty Claims

9.1. Warranty claims and rights become time-barred one year after delivery or acceptance. The statutory limitation periods apply, by way of derogation, to damage claims arising from injury to life, body, or health. The statutory limitation periods also apply to claims for other damages based on at intentional or grossly negligent breach of duty by us or our vicarious agents.

9.2. For the delivery of movable goods to be produced or manufactured by us, the following applies: If the Customer acts as a merchant within the meaning of § 1 of the German Commercial Code (HGB), the Customer shall inspect the goods without delay after receipt. Identifiable defects shall be notified to us in writing without delay after receipt of the goods or — if the defect only becomes apparent later — without delay after discovery. Timely dispatch of the notice shall suffice to preserve the Customer's rights. If this is not done, the goods shall be deemed to have been approved. This does not apply if we have fraudulently concealed the defect.

10. Liability

11. Applicable Law, Place of Jurisdiction

11.1. The law of the Federal Republic of Germany applies, with the exception of the UN Convention on Contracts for the International Sale of Goods (CISG).

11.2. The place of jurisdiction for transactions with merchants, legal entities under public law, or special funds under public law is our registered office (Taufkirchen). However, we are entitled, at our choice, to bring legal action at the Customer's registered office.

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