Terms and Conditions

1. General
1.1 All contracts for communication design services between “R211 – Agency for Communication” (hereinafter referred to as “R211”) and the client are subject exclusively to the following General Terms and Conditions. These General Terms and Conditions shall apply in particular even if the client uses General Terms and Conditions that conflict with or deviate from the following General Terms and Conditions.

1.2 The following GTC also apply if R211 unconditionally executes the order in knowledge of conflicting conditions or conditions of the client that deviate from the conditions listed here.

1.3 Deviations from the conditions listed here are only valid if R211 expressly agrees to them in writing.

1.4 If R211 is granted a contractual penalty in the following GTC, this is a payment of up to 100% of the agreed remuneration or (if a remuneration has not been expressly agreed) the usual remuneration in accordance with the AGD tariff for design services (VTV) in its latest version. Such a contractual penalty is always payable to R211 in addition to the remuneration.

1.5 The AGD tariff for design services (VTV) can be viewed at R211 at any time.

2. Subject of the contract; Copyright and rights of use
2.1 Every order placed with R211 is a copyright contract that is aimed at granting rights of use to the work services.

2.2 All drafts and final artwork are subject to copyright law. The regulations of this law apply between the parties even if the necessary protection requirements, e.g. the so-called level of creation, should not be given in individual cases. Suggestions from the client or his employees or his or their other cooperation do not establish any co-copyright. This means that the copyright contract law rules of §§ 31 ff. UrhG apply in particular to the contractual relationship; in addition, the parties to the contract are entitled to the copyright claims from §§ 97 ff. UrhG.

2.3 Drafts, final artwork, data and files may not be changed or passed on to third parties without the express consent of R211, either in the original or during reproduction. Any imitation – even of parts – is inadmissible. A violation of this clause 2.3 sentence 1 and 2 entitles R211 to demand a contractual penalty in accordance with clause 1.4 of these GTC.

2.4 R211 grants the client the rights of use required for the respective purpose. Unless expressly agreed otherwise, only the simple right of use is granted in each case. A transfer of the rights of use (whether in whole or in part) to third parties requires the written consent of R211.

2.5 The transfer of the drafts is owed in a way that enables the production of the products resulting from the purpose of the contract/order; the transfer of so-called “open” files is generally not owed.

2.6 The rights of use are only transferred to the client after full payment of the remuneration.

2.7 R211 must be named as the author on the copies and all work created in fulfillment of the contract. A violation of this provision entitles R211 to demand a contractual penalty in accordance with clause 1.4 of these GTC.

2.8 The drafts and final artwork may only be used for the agreed scope of use (in terms of time, space and content). Any use beyond the agreed scope of use (in terms of time, space and content) entitles R211 to demand supplementary remuneration. If the services are legally protected, further use is not permitted and entitles R211, in addition to immediate cessation, to demand a contractual penalty in accordance with clause 1.4 of these GTC.

3. Remuneration
3.1 Drafts and final artwork, together with the granting of rights of use, form a uniform service. Unless expressly agreed otherwise, the remuneration is based on the AGD tariff for design services (VTV) in its version valid at the time the contract is concluded.

3.2 If no rights of use are granted and only drafts and/or final artwork are delivered, the remuneration for use is waived.

3.3 The preparation of drafts and all other activities that R211 performs for the client are subject to a charge, unless expressly agreed otherwise.

3.4 If the client requests changes or additional services during or after production, he shall bear the additional costs incurred as a result.

3.5 If the execution of the order is delayed for reasons for which the client is responsible, R211 may demand a reasonable increase in remuneration. In the event of intent or gross negligence on the part of the client, R211 may also assert claims for damages. The assertion of further damages caused by delay remains unaffected.

3.6 Suggestions from the client or his employees or his or their other cooperation have no influence on the amount of remuneration.

3.7 The remunerations stated in the contract or in the AGD collective agreement are net amounts to which statutory value added tax (valid at the time the service is provided) must be added.

4. Due date of remuneration, acceptance, default
4.1 The remuneration is due upon delivery of the work. It is payable without deduction within 14 days of invoicing. A client who is not a consumer automatically defaults upon expiry of this period. If the acceptance of the ordered work is agreed in parts, a corresponding partial remuneration is due in each case upon such partial acceptance.

4.2 R211 is free to agree on reasonable advance payments. Unless expressly agreed otherwise, advance payments or dates are agreed, 1/3 of the total remuneration is due upon placement of the order, 1/3 upon completion of 50% of the work and 1/3 upon delivery.

4.3 Acceptance may not be refused for design-artistic reasons. There is freedom of design within the scope of the order. Complaints regarding the artistic design are excluded.

4.4 In the event of default in payment by an entrepreneur, R211 may demand the statutory default interest at a rate of 9 percentage points above the respective base interest rate. R211 reserves the right to assert a proven higher damage.

5. Special services, ancillary costs and travel expenses
5.1 Special services such as the reworking or modification of final artwork, manuscript studies or print monitoring will be charged separately according to the time spent. Unless hourly rates have been expressly agreed with R211, the hourly rates regulated in the AGD tariff for design services (VTV) apply.

5.2 R211 is entitled, after prior consultation with the client, to order the external services necessary for the fulfillment of the order in the name and for the account of the client. The client undertakes to grant R211 corresponding power of attorney for this purpose.

5.3. If, in individual cases, contracts for external services are concluded in the name and for the account of R211, the client undertakes to indemnify R211 in the internal relationship against presentation of an invoice from all liabilities arising from such a contract.

5.4 Expenses for technical ancillary costs, in particular for special materials, for the production of models, photos, intermediate shots, reproductions, typesetting and printing etc. shall be reimbursed by the client after prior agreement.

5.5 Travel expenses and expenses for trips that are to be undertaken in connection with the order and agreed with the client shall be reimbursed by the client.

6. Ownership of drafts and data
6.1 Only rights of use are granted to drafts and final artwork, but not ownership.

6.2 The originals must be returned to R211 undamaged after a reasonable period, unless otherwise agreed in writing. In the event of damage or loss, the client shall replace the costs necessary to restore the originals. The assertion of further damage remains unaffected.

6.3 The data and files created in fulfillment of the contract also remain the property of R211.

6.4 The dispatch of all items mentioned in clauses 6.1 to 6.3 is at the risk and expense of the client.

7. Correction, production monitoring, voucher copies and self-promotion
7.1 R211 must be submitted with correction samples in good time before the duplication is carried out.

7.2 Production monitoring by R211 only takes place on the basis of a special agreement. If R211 takes over production monitoring, R211 is entitled to make the necessary decisions and give corresponding instructions at its own discretion.

7.3 The client shall provide R211 with ten flawless voucher copies of all duplicated work free of charge.

7.4 R211 is entitled to use these samples and all work created in fulfillment of the contract for the purpose of self-promotion in all media and, moreover, to point out the activities for the client. If the client’s overriding interests conflict with such advertising purposes (e.g. secrecy), he may prohibit R211 from taking the measures mentioned in sentence 1 for a certain period of time; such a prohibition must be made in writing before the work is completed, unless it is already part of the contract.

8. Liability
8.1 R211 is only liable for damages incurred (e.g. to templates, films, displays, layouts etc. provided to him) in the event of intent and gross negligence. Something else only applies to damages resulting from injury to life, body or health; R211 is also liable for such damages in the event of negligence, unless the damage occurred was unforeseeable. In addition, R211 is only liable for slight negligence if a duty is violated, the observance of which is of particular importance for achieving the purpose of the contract (cardinal duty).

8.2 For orders placed with third parties in the name and on the account of the client, R211 assumes no liability whatsoever to the client, unless R211 is at fault in the selection of the respective third party. In these cases, R211 only acts as an intermediary.

8.3 The client assures that he is entitled to use all templates that he provides to R211. Should he not be entitled to use them contrary to this assurance, the client shall indemnify R211 against all claims for damages by third parties.

8.4 The client must check drafts and final artwork immediately for any defects (correctness of text, image, numbers, etc.) and release them if necessary. Any liability by R211 for recognizable defects is waived for drafts or final artwork released in this way.

8.5 Complaints about obvious defects must be made in writing to R211 within 14 days of delivery of the work. To meet the deadline, it is sufficient to send the complaint in good time.

8.6 The client is obliged to have the legal admissibility of the drafts and all work created in fulfillment of the contract checked independently and conscientiously before using them in commercial transactions. R211 is not liable – except in the case of intent and gross negligence – for the legal admissibility of its drafts and other work. R211 will point out legal concerns to the client, insofar as such are known. Any further liability on the part of R211 is waived for the work duplicated by the client and thus released.

9. Termination of contract
If the client terminates the contract prematurely, R211 will receive the agreed remuneration, but must have saved expenses or carried out or maliciously omitted substitute orders credited (§ 648 BGB). However, the parties agree – subject to individual agreements to the contrary – that in the event of termination before the start of work, a lump sum of 10% of the agreed remuneration or the remuneration customary according to the AGD tariff for design services (VTV) is to be paid by the client to R211. The client reserves the right to prove that lower services were actually provided or expenses were incurred.

10. Final provisions
10.1 If the client is an entrepreneur within the meaning of § 14 BGB, Düsseldorf is both the place of performance and the place of jurisdiction.

10.2 The law of the Federal Republic of Germany applies.