General Terms and Conditions of Business
Wildstyle Network GmbH, Werner-Hartmann-Str. 6, 01099 Dresden
Section 1 General
The terms and conditions of business (T&Cs) below shall apply for all the offers submitted by us and performances rendered by us and they shall apply when we accept an order as having been agreed for all subsequent business transactions. Third party T&Cs shall not apply. The terms and conditions of business of the other party differing from our own T&Cs shall only become part of the contract if we have granted our prior express consent to this in writing.
Section 2 Offers and concluding a contract
Offers shall be subject to change without notice and non-binding and shall only become valid after the order has been confirmed in writing by the Customer. Offers shall be valid for 30 days from the offer date. Side agreements shall only be valid if they have been confirmed in writing.
Section 3 Scope of the order
The objective of the order is to carry out the agreed activity designated in the contract, but not, however, to achieve any given economic success. Data supplied by third parties or by the Buyer shall only be subjected to a review by us to confirm that it is feasible. Unless agreed otherwise, we may avail ourselves of specialist sub-contractors to fulfil orders. Orders placed by the Buyer must be sent to us in writing.
Section 4 Changes in the scope of performance
Verbal arrangements and side agreements as well as subsequent amendments to the agreed content of the order must be made in writing to be valid and shall, as a matter of principle, be subject to confirmation in writing by us. We shall invoice the additional services ordered by the Buyer at a reasonable remuneration in accordance with our price lists in force at that time.
Section 5 The Buyer’s obligation to co-operate
The Buyer shall be obliged to do his utmost to support us and to take all the preparatory measures necessary to enable the order to be fulfilled properly. In particular, the Buyer shall have to provide us with all the data, materials and documents which are necessary or important for executing the order free of charge and on time. Proposals made by the Buyer or his other involvement shall not affect the amount of the remuneration.
The Buyer shall authorise us to enter into contracts for services which we source from third parties, in the name and for the account of the Buyer.
At our request the Buyer shall have to approve and clear corrections for printing.
Section 6 Performances & Default in performance
We shall be entitled to fulfil our performance obligations by rendering part-performances or supplying part-consignments. In the event that there are delays in rendering a performance or supplying a delivery, compensation claims for damages shall be guided in accordance with Section 12 (Exclusion of liability) alone. If we are to blame for exceeding an agreed period of time set for performance or delivery, we shall only be in default after a reasonable subsequent period of time set by the Buyer has expired.
Together with rights of use granted, drafts, concepts, texts, pictures, photographs, final drawings, programmed software including content management systems, database systems, and animations produced shall constitute a holistic performance.
Drafts, concepts, texts, pictures, photographs, final drawings, programmed software including content management systems, database systems, and animations may only be used for the type of use agreed in the contract to the extent agreed. Any other or more extensive use shall only be allowed with the consent of Wildstyle Network GmbH and after an additional remuneration has been agreed.
The preparation of drafts, concepts, texts, pictures, photographs, final drawings, programmed software including content management systems, database systems, and animations as well as all other activities rendered by Wildstyle Network GmbH for the Customer and including attendance at meetings with the Customer or presentations of drafts / concepts, reworking or amendments plus content management training or other familiarisation training for software programmes shall be invoiced unless an agreement is made in writing otherwise.
Within the parameters of the order we shall be allowed freedom of scope. If, while the order/production is being executed or afterwards the Customer wishes to have changes, he shall consequently have to bear the additional costs incurred as a result. Wildstyle Network GmbH shall reserve a right to invoice work it has already commenced.
Section 7 Remuneration
The fee for the Supplier’s services shall either be invoiced by the time spent on work carried out or agreed as a fixed price. Unless agreed otherwise, in addition to the right to demand a fee, we shall also be entitled to have our expenses reimbursed. Method of payment details shall be regulated in a separate contract if necessary. If our fee is invoiced on a time-based fee, we shall consequently be entitled to raise periodic invoices at reasonable periods of time depending on the time taken on work carried out and expenses incurred.
Unforeseeable additional expenditure shall be subject to mutual agreements and if necessary additional payments. This additional expenditure shall be invoiced by us separately at time taken at the hourly rate charged by us that time. Our prices shall be straight net in EURO excluding value added tax. We do not grant a prompt payment discount or other reductions.
Unless agreed otherwise in writing, the payment of our services shall be made by means of bank transfer or direct debit within 2 weeks from presentation of invoice. If the Buyer is in arrears with payment, we shall consequently be entitled to charge default interest from the date on which the Buyer is in default amounting to 3% (in words three per cent) above the base rate charged at that time by the Deutsche Bundesbank.
If orders, work or such like are amended or broken off by the Customer and / or if there should be a change in the preconditions for rendering performance Wildstyle Network GmbH is to be reimbursed for all the expenses it has incurred and the agency is to be exempted from all liabilities towards third parties.
If the Client withdraws from a contract before the project begins, the Agency shall invoice the Customer the following percentages of the fee originally agreed as a cancellation fee: up to four weeks before the contract begins 20%, from four to two weeks before the contract begins 25%, within two weeks of the contract beginning 30%.
If the Buyer withdraws from a contract during the term of the contract the Client shall be invoiced for all the fee costs incurred by Wildstyle Network GmbH as well as third party costs plus a contractual penalty amounting to 25% of the items invoiced.
All prices quoted in offers and orders and the resultant sums to be paid shall attract the rate of value added tax in force at that time.
The contract prices may differ by up to +/- 10%. Wildstyle Network GmbH is not obliged to send the Client an interim report on the costs. As soon as it can be foreseen that the costs of the quote could be exceeded by more than 10%, the reasons for this shall be presented by the Agency in a plausible manner and discussed together with the Customer.
Concepts, ideas, graphical material, research and planning work produced by Wildstyle Network GmbH are protected by copyright and project-specific. Third parties are not allowed to use them or a part thereof to implement a project and they or a part thereof are not to be used over and above the scope for which they have been designed. In the event that breaches are committed against this stipulation we shall reserve the right to invoice design costs.
Section 8 Protection of intellectual property
Insofar as results of work warrant protection by copyright, we shall continue, as producer, to be the author. In these cases the Buyer shall only receive the restricted right to use the results of the work limited moreover, in terms of time and place, on a revocable, exclusive and non-transferrable basis, unless agreed otherwise in the contract.
Wildstyle Network GmbH shall reserve the right to archive work and drafts and to use them for reference purposes. The Buyer shall be entitled to be named as the author on reproduced copies and in web sites.
Section 9 Third party performances / Freelancers
Freelance staff or third parties called in by Wildstyle Network GmbH shall be assistants or vicarious agents. The Customer shall undertake not to contract these employees employed by Wildstyle Network GmbH to fulfil the order within the 12 months following the end of the contract without the consent of Wildstyle Network GmbH either directly or indirectly.
Section 10 Colours and picture samples / Diagrams
We draw express attention to the fact that monitor colours (RGB) differ from colours printed (CMYK) on various media (e.g. paper, fabrics, slides, banners ...). Returns or exchanges will not be accepted on account of colour discrepancies. This is well-known and our response is standard practice throughout the printing industry. In order to avoid this, it is possible to order a colour-binding proof for a surcharge.
Section 11 Media Planning
The Agency shall place contracts in the media planning sector to the best of its knowledge and belief on the basis of the media documents to which it has access and market research data in the public domain. The Agency does not owe the Customer a given commercial success with its work.
Section 12 Web and App Design/Programming
If Wildstyle Network GmbH is contracted to produce or redesign a web site, it shall consequently first of all draw up a concept for the website based upon the Customer’s general list of specifications, which, inter alia, includes information about the design, system elements the hardware and software used and necessary. On the basis of this concept co-ordinated with the Customer Wildstyle Network GmbH shall then develop a prototype of the web site, which, also co-ordinated with the Customer, shall constitute the basis for the final version.
When a web site / App is completed, the Supplier shall guarantee that the software he has used is state-of-the-art and that the web site will be presented free of defects in browsers in common use at the time of publication. After the web site has been completed the Buyer shall be responsible for updating software, unless the Buyer contracts the Seller with a maintenance contract.
Technological developments with reference to the programme source codes used for display cannot, however, automatically be implemented with software updates. The technology used is in a constant state of change, caused by further developments, new developments and extensions. Should the display of the web site be modified or curtailed over the course of time as a result of this, a new order will have to be placed with the Seller before he will carry out the necessary modifications to display codes.
Section 13 Search engine optimisation
Search engine optimisation services (SEO/SEA) contracted shall be carried out by the Seller with the greatest possible care. The Seller shall not be responsible for specific commercial success and / or a specific ranking of the Customer’s website in search engine rankings.
The directives of the respective search engine operator shall be recognised by the Parties. The Seller shall be entitled to refuse to use certain methods to achieve search engine optimisation, if and insofar as, this is in breach of the directives laid down by the search engine operators.
Section 14 Copyrights and Trade Mark rights
The Buyer declares that he is in possession of the copyrights / and / or trade mark rights for the performance contracted by him or, if he is not the author or holder of the trade mark right himself, he has obtained permission to use the images, trade marks and /or names. The Seller shall not review whether the Buyer is in possession of the copyrights / trade mark rights required for the services to be rendered. Consequently the Seller cannot be held liable by third parties in connection with claims asserted on the basis of copyrights and /or trade mark rights for the services rendered under contract to the Buyer. Should the performances contracted with the Seller be in breach of copyright and / or trade mark rights, the Buyer himself shall be responsible for this himself.
Wildstyle Network GmbH is authorised to use graphic work, images, logos, photographs, texts and concepts as well as programmed internet web sites for the purposes of his own advertising.
Section 15 Warranty
Our performances shall only be covered by a warranty in accordance with the following provisions and only for the Buyer as initial buyer. The assignment of claims under warranty to third parties shall not be recognised by us. Compensation claims for damages, regardless of whatever type, shall not be recognised as a matter of principle.
If there are substantiated defects for which we are responsible, the Buyer shall be obliged to notify them to us in writing within 14 days from the receipt of our performance. In doing so the Buyer must give a precise description of the defects. In substantiated cases in which there is a defect, we shall render a cure free of charge at out discretion.
With the exception of intent and gross negligence we cannot be held liable for any other of the Buyer’s claims. The Seller’s liability under the German Product Liability Act shall not be affected by the aforegoing. Contractual penalties shall not be recognised.
Section 16 Exclusion of liability
We can only be held liable for ourselves and for our assistants on account of breaches of contractual or non-contractual obligations, in particular on account of impossibility or default in cases of intent and gross negligence on our part. Liability shall be limited in accordance with Paragraph 1 to the damages typical for such contracts and foreseeable when the contract was signed. Insofar as we pass on performances to the Buyer which we have sourced from third parties, we cannot be held liable if they are to blame.
Section 17 Data protection and Non-Disclosure
Wildstyle Network GmbH shall undertake to remain silent about all the Buyer‘s operational matters about which it acquires knowledge in the course of fulfilling the contract. Wildstyle Network GmbH shall not pass on confidential information to third parties.
The Buyer agrees that we may save data forwarded by him to us. The Buyer is hereby notified in accordance with Section 33 Para 1 of the German Federal Data Secrecy Act [BDSG] that we process personal data in a format which can be read by computers and for tasks which are order-related. If addresses are provided by the Buyer, the regulations under German data protection law shall apply.
Section 18 Place of fulfilment and Place of jurisdiction
Provided that they are registered businesses, the place of fulfilment and place of jurisdiction for both Parties for all claims arising from the contract shall be where Wildstyle Network GmbH is based in 01099 Dresden. The laws of the Federal Republic of Germany shall govern this contract. The laws of other countries and the standard Convention on Contracts for the International Sale of Goods [CISG] shall not apply.
Section 19 Severability clause
Should one of the above provisions of these T&Cs be void, invalid or unenforceable for any reason, the remaining provisions and the underlying contract shall not be affected by it. The Parties shall, in such an instance, be advised to replace the defective provision with an agreement which comes as close as possible to the lapsed provision.