General Terms and Conditions

of Sebastian Boldt (»VESUV«), Michaelkirchplatz 24, 10179 Berlin

Sebastian Boldt (hereafter: »VESUV«) offers to her customers (each hereafter: »Customer«), design, work and other services in various forms (e.g. conception, graphic design, walldesign). All services provided by VESUV to the Customer are subject to the following terms and conditions (hereafter the »Agreement«), unless agreed otherwise at least in text form (section 126 of the German Civil Code »BGB«). General terms and conditions of the Customer do not apply.

  1. Subject Matter
    1. The Customer hereby commissions VESUV to provide the services agreed between the parties (the »Agreed Services«).
    2. VESUV will provide the Agreed Services in the formats agreed upon.
    3. If not agreed otherwise, VESUV will provide the Agreed Services herself or by appropriate subcontractors. The Customer agrees with the employment of such subcontractors.
    4. VESUV works for the Customer on a self-employed basis. VESUV is free to organize the hour, duration and place of the provision of her services.
  2. Remuneration
    1. VESUV is entitled to the remuneration agreed between the parties for the services provided, including the rights of use according to section 3 of this Agreement.
    2. VESUV usually invoices the Customer in accordance with the project phases described in the quote. Remuneration is based on daily rates, where one daily rate comprises eight hours of VESUV’s or a subcontractor’s work.
  3. Customer’s obligations to cooperate
    1. The Customer is obligated to brief VESUV in order to enable her to provide her services. The Customer provides VESUV with any information in as much detail as needed  which is necessary to provide the Agreed Services in advance.
    2. The Customer will make his suggestions for amendments of the Contractual Work Results within reasonable time-limits, but not more than two weeks after the receipt of any creative work. VESUV usually offers one correction  period with regard to creative work which is included in the agreed remuneration. Further correction periods will be invoiced according to the agreed daily rate, if applicable on a pro rata basis.
    3. If the parties have agreed on certain periods for the completion of the Agreed Services, VESUV will comply with such periods or inform the Customer in due time that compliance with the agreed period is not possible and define a new period.
    4. The Customer will communicate only with VESUV with regard to the Agreed Services and will not contact subcontractors or other third parties himself.
  4. VESUV’s Obligations
    1. The execution of the order will be done in accordance with the quote, where the project phases are described in further detail.
    2. Should the order comprise creative work, VESUV will provide at least two, but not more than four different suggestions for the design of the work. Such suggestions will be presented as drafts in pdf-format. For the avoidance of doubt, it is clarified hereby that the Customer is not entitled to any use rights whatsoever with regard to such drafts.
  5. Rights of use
    1. The Customer and VESUV agree that the Customer shall be entitled to use the services to be provided for the purposes agreed upon. Therefore, VESUV grants to the Customer the limited, simple and non-transferrable right to use and exploit the work results (the »Contractual Work Results«) in the media corresponding with the agreed use; restricted to the agreed use in terms of time and content and territorially limited to the FederalRepublic of Germany. Further details can be derived from the quote or any other offer provided by VESUV regarding the Agreed Services.
    2. The granting of further rights is subject to a separate agreement, if any. The Customer is not obligated to exercise the rights of use described above.
    3. The Customer does not obtain any proprietary or other rights with regard to graphics and reproduction material (such as fonts, pictures, printing documents, e.g. type, photos, cutting dies, lithographies, films, tools, electronic files etc. including drafts and security backups). Drafts and final drawings may not be amended, neither the original document nor reproductions, without the approval of VESUV. Any total or partial reproduction is forbidden. However, the Customer is obligated to accept the aforementioned items at a reasonable price, if VESUV offers this to him.
    4. Insofar as VESUV designs logos or company symbols, VESUV reserves the right to register the respective property rights herself. A registration by the Customer may only be done after the approval by VESUV at least in text form (section 126b of the German Civil Code).
  6. Acceptance, Warranty
    1. Insofar as the services provided by VESUV are to be considered as work performances, they are subject to acceptance by the Customer.
    2. VESUV assures that the Agreed Services comply with the state of the art with regard to the material or format delivered and that they are free from defects.
    3. VESUV warrants that the work results do not infringe any third party rights, insofar as they originate from VESUV. Should third parties rightfully assert claims because of an infringement of their rights against the Customer with regard to the ContractualWork Results, VESUV is obligated to modify or redeliver the Agreed Services in a way that no third party rights are infringed within a reasonable time, as announced to the Customer, or to obtain the necessary rights from third parties at the expense of the Customer. Upon expiration of the period described above, the Customer may modify the work himself or through a third party at the expense of VESUV. VESUV does not take over any warranty for templates and other material delivered by the Customer.
  7. Liability
    1. VESUV is liable for any damage caused by VESUV according to statutory law insofar as such damages have been caused intentionally or by gross negligence, are the consequence of the non-existence of a guaranteed quality of the service, if they result from a culpable violation of essential contractual obligations (cp. Subsection 2), from a culpable volation of health, limb or live or for which VESUV is liable according to the German Product Liability Act.
    2. Essential contractual duties in the aforementioned sense are such duties whose fulfilment allows the orderly execution of the contract and in the compliance with which the contractual partner may usually trust, and whose infringement on the other hand would endanger the contractual purpose.
    3. In case of a slightly negligent violation of an essential contractual duty, liability of VESUV is limited to such damages that can usually and foreseeably be expected during the provision of services like those provided by VESUV under this agreement.For damages that are unforeseeable or not typically occurring, VESUV is only liable if such damage has been caused by grossly negligent or intentional behavior; this does not apply if life, limb or health are affected.
    4. Other than that, VESUV’s liability is excluded independent from its legal reason. This applies in particular on the use of the work results in security- and safety relevant surroundings. The Customer is solely responsible for the use of the Contractual Work Results for example during events compliance with and any technical security- and safety requirements.
    5. The Customer is liable according to statutory law without any limitations, in particular with regard to VESUV’s property rights. In case of an excess of the rights of use granted, VESUV reserves the right to claim damages calculated on the basis of a license analogy plus statutory fees for a lawyer, if applicable.
  8. Mentioning as Reference Customer
    1. VESUV is entitled to mention the Customer as a reference customer on her company website and to publish and make publicly available the contractual work results in this context. This includes any works created during the work process, such as drafts and drawings.
  9. Miscellaneous
    1. With regard to any legal relations hip in connection with this agreement, the parties agree on the applicability of the laws of the Federal Republic of Germany under the exclusion of the United Nations Convention on Contracts for the International Sale of Goods and German International Private Law.
    2. Place of performance and fulfilment as well as exclusive place of jurisdiction for any disputes arising out of or in connection with this agreement for any present or future claims resulting from this business relationship is Berlin.

March 2018