Terms & Conditions.
General Terms & Conditions of Digital1 Ventures Development SRL.
General Terms of Business
General Terms and Conditions of Digital1 Ventures Development SRL
1. Scope of application
1.1. (Hereinafter referred to as “Digital1”) provides all deliveries and services to the Customer (hereinafter “Customer”) exclusively on the basis of these General Terms and Conditions of Business, unless otherwise agreed. Contrary to or deviating from these terms and conditions, Digital1 does not recognize. If Digital1 provides or does not expressly contradict, it can in no case be inferred from this fact that foreign terms would be acknowledged.
1.2. These terms and conditions also apply to all future business with the customer. The latest version of the terms and conditions can be accessed at any time at www.digital1.online/agb.
2. Conclusion, form, content
2.1. The contract is concluded by confirmation of the order of the customer or order confirmation of the Digital1. A particular form, especially written form, is not required.2.1. The contract is concluded by confirmation of the order of the customer or order confirmation of the Digital1. A particular form, especially written form, is not required.
2.2. The contractual content is exclusively that expressly agreed between Digital1 and the customer. The nature of the contractual object depends on the service description.
2.3. Digital1 is not obligated to publish intermediate results, layouts, source files, etc. leading to the contractual services.
3.1. The Contracting Parties shall appoint each other contact persons who shall be responsible for the execution of the contractual relationship for the Contracting Party designating them responsible and expert. Changes to the designated persons must be communicated to the parties without delay. Pending the receipt of such a notification, the previously designated contact persons shall be deemed to be entitled to make and receive declarations within the framework of their previous representational power.
3.2. At regular intervals, the contact persons agree on progress and obstacles in the execution of the contract in order to be able to intervene in the implementation of the contract.
3.3. Digital1 will create a report to the customer about the information exchange of the contact persons. In the case of contrary views, the customer shall have the right to exercise his opinion in the minutes at least one week after receipt. The Protocol is binding on the parties’ agreements.
4.1. The customer supports Digital1 in the performance of its contractual obligations. This includes, in particular, the timely provision of information, materials, data (“content”) as well as hardware and software, as far as the customer’s contribution requires this. The customer is responsible for the contents delivered by him and guarantees that all content is free of third party rights, that is, he is the sole owner of all content presented. Digital1 receives the rights necessary for contractual use.
4.2. Content to be provided by the customer is to be made available in a common, directly usable, as digital format as possible. If a conversion of the content provided by the customer into a different format is required, the customer assumes the costs incurred for this.
4.3. If the customer recognizes that his own data, requirements or contents are faulty, incomplete, ambiguous or unworkable, he must immediately notify the customer of this and the consequences Digital1 recognizes.
4.4. The customer’s contributions, which are due under the contract, are made without special compensation, unless otherwise agreed.
5. Performance changes
5.1. If the customer wishes to change the contractually determined scope of the services, he will submit this change request in writing to Digital1. This will check the customer’s request for change if this is possible with consideration of the requirements Digital1. The test is to be compensated with the usual hourly rate of Digital1.
5.2. After checking the change request, Digital1 will inform the customer about the effects of the change request on the agreements reached. The presentation contains either a detailed proposal for the implementation of the request for change or a description of why the change request can not be implemented.
5.3. The contracting parties will immediately vote on the content of a proposal for the implementation of the request for amendment and will attach the result of a successful vote to the text of the agreement to which the amendment relates as a supplementary agreement. If an agreement can not be reached, the original scope of delivery remains the same.
5.4. The dates promised to the customer shall be postponed as necessary, taking into account the duration of the audit, the duration of the vote on the proposed amendment and, if necessary, the duration of the change requests to be executed plus an appropriate start-up period. Digital1 will notify the customer of the new dates.
5.5. Digital1 is entitled to change or deviate the services to be provided under the contract if the change or deviation is reasonable for the customer, taking into account the interests of Digital1.
6. Acceptance and approval
6.1. The services of Digital1 shall be checked and accepted by the customer after delivery. The acceptance is deemed to have taken place in the case of non-existence of the customer at the latest twelve (12) days after delivery, as long as the customer uses the services unconditionally.
6.2. Upon request of Digital1, designs and intermediate results shall also be accepted. These are deemed to be binding with the acceptance, and subsequent change requests represent a change in the performance (see point 5).
7.1. Dates are non-binding, unless they are designated or confirmed by the contact person on pages of Digital1 as binding.
7.2. (Eg, strike, lockout, official orders, general disturbances of telecommunication, etc.) and circumstances within the customer’s area of responsibility (eg non-timely provision of services, delays by third parties attributable to the customer, etc.) , They entitle Digital1 to delay the provision of the services concerned by the duration of the hindrance plus an appropriate start-up period. Digital1 will notify Customer of any delay in performance due to force majeure.
8.1. Digital1 grants the customer the right to use the services for the purposes of the contract within the EU for the full payment of the agreed remuneration for the services rendered.
8.2. Digital1 shall remain entitled to use the standard components and / or pre-existing software components used under the respective order, as well as all IP rights, unlimited, in terms of time, space and content, and to grant and / or transfer rights to third parties. This does not only apply to IP rights, but also, in particular, to corresponding ideas, concepts, algorithms and other IP rights which are used in the course of an order without being the subject of the software developed under the respective contract.
8.3. The transfer of the rights of use or the granting of sublicenses is only permitted if it has been expressly agreed upon or results from the contractual purpose.
8.4. Without separate permission, the customer is not entitled to modify or process the services rendered.
8.5. The customer is obligated to name the digital1 as the creator on the finished work and its reproductions.
8.6. The customer’s suggestions or his other co-operation have no influence on the amount of remuneration. They do not establish any co-copyright rights.
9.1. Digital1 will ship at the cost and risk of the customer.
9.2. If the dispatch route and the means of transport are not agreed individually, Digital1 can select the most suitable variant for the shipping route and the means of transport. In this election, Digital1 will take due care of the customers’ readily recognizable needs.
9.3. If the customer requires a special packaging of the product, he / she must pay the extra costs resulting from this.
10.1. The remuneration is paid according to time, which is billed monthly. The applicable remuneration rates of Digital1 shall be decisive for the remuneration of the time required, unless otherwise agreed. If a fee has not been agreed separately, the BDG’s fees (Bunddeutscher Grafiker) apply.
10.2. Cost estimates by Digital1 are generally non-binding. If it is foreseen that the actual costs exceeded by more than twenty (20) percent of Digital1’s written costs, Digital1 will advise the customer of the higher costs.
10.3. All contractually agreed remuneration is subject to statutory value-added tax.
10.4. Cash expenses, expenses and special costs incurred by Digital1 within the scope of the order shall be borne by the customer and shall be charged at the cost price. These include telephony, telex, shipping and port charges etc.
10.5. The customer will still be charged the costs incurred by the artist’s social insurance fund.
10.6. Costs for travel to the company’s place of business within the scope of the usual and appropriate supervision remain without calculation. All other journeys e.g. The monitoring of film, radio and television works, pressure monitoring and pressure reductions, trips in the special order of the customer etc. are charged to the customer.
11. Terms of payment, right of retention, set-off
11.1. Unless otherwise expressly agreed, all services must be paid in cash and without deduction within thirty (30) days of the date of the invoice. Digital1 reserves the right, at its own discretion, to provide services only with advance payment.
11.2. For orders of more than EUR 3,000.00 net, Digital1 is entitled to make three sub- accounts, 1/3 for order placement, 1/3 after concept approval and 1/3 after completion of production.
11.3. A right of retention of the customer is only limited to the same contractual relationship and in case of defects only in the amount of three times the expenses necessary to eliminate the defects. The customer can exercise his right of retention, however, on the basis of indisputable or legally established claims.
11.4. Offsetting against counterclaims is only permitted if these are indisputable or legally binding. In addition, the customer may set off against a counterclaim which has replaced a right of retention granted to him from this contractual relationship.
12. Claims for Defects
12.1. The customer shall be entitled to supplementary performance in the event of defect delivery. Digital1 is obliged, at its discretion, to supplementary performance in the form of a defect clearance or delivery / manufacture of a new defect-free thing. If the supplementary performance fails, the customer may reduce the price or, at his option, withdraw from the contract without observing a time limit. This also applies if Digital1 refuses the supplementary performance or the subsequent performance is unreasonable to the customer.
12.2. If the customer withdraws from the contract, he can also assert claims for damages instead of performance.
13.1. In cases of intent and gross negligence, Digital1 is liable without limitation. In cases of simple negligence in the violation of essential contractual obligations, Digital1 is liable for the typical foreseeable damage. In addition, liability for slight negligence is excluded.
13.2. Liability for damages instead of performance, due to damage to life, body and health and compelling statutory provisions shall remain unaffected.
13.3. Insofar as liability is excluded or limited, this also applies to the personal liability of employees, representatives and vicarious agents.
13.4. The customer is liable according to the legal regulations.
14. Foreign contents, domain names
14.1. The legal permissibility of materials, design, advertising measures or functionalities of websites is to be examined by the customer, he bears the risk of use. This also applies if the materials, etc. are based on a proposal from Digital1 or have been produced by it.
14.2. In particular, Digital1 is not liable for material statements concerning the products and services of the customer or for the patent, pattern, copyright and trademark protection or registration of the ideas, suggestions, concepts, drafts and other services provided under the contract.
14.3. Digital1 will provide our customers with timely and easy-to-identify risks.
14.4. In the case of the registered registration of domain names by Digital1, the examination of the domain name for the infringement of foreign labels is the responsibility of the customer.
14.5. In the event that the content or performance of a promotion or the use of a content Digital1 itself is claimed, the customer keeps Digital1 harmless and without complaint. In particular, the customer indemnifies Digital1 with respect to the contents and functionalities of his site from all claims of third parties.
15. Reservation of title
15.1. All delivered products remain the property (reserved content) of Digital1 up to the complete fulfillment of all monetary claims of Digital1 from their business relationship with the customer, even if payments for specially designated demands are made.
15.2. If the realizable value of the collateral for Digital1 exceeds its claims not only temporarily by a total of more than 15%, then Digital1 will release securities at the appropriate amount upon request of the customer.
16.1. The customer undertakes not to collect any of Digital1’s employees during the period of cooperation between the parties and for a period of one year thereafter without the consent of Digital1. In the event of any culpable breach, the customer shall be obliged to pay a contractual penalty to be determined by Digital1 and to be reviewed by the competent court in case of dispute.
17. Secrecy, reference
17.1. In addition, the Contracting Parties agree to maintain confidentiality as to the content of this Agreement and the knowledge gained in its handling.
17.2. The duty of secrecy shall also apply beyond the termination of the contractual relationship.
17.3. If a Contracting Party so requires, the documents which it submits to it shall be issued to them after the termination of the contract, insofar as the other Contracting Party can not claim any legitimate interest in these documents.
17.4. Press releases, information, etc., in which one contracting party refers to the other, are only permitted by prior written agreement – also by e-mail. Notwithstanding this, Digital1 may name the Customer on its Web Site or other media as a reference customer and publicly disclose or disclose the services provided for demonstration purposes, unless the Customer is able to assert a conflicting legitimate interest.
17.5. The customer is advised that email is an open medium. Digital1 accepts no liability for the confidentiality of emails. At the request of the customer, the communication can be conducted via other media.
18.1. Digital1 is entitled to store the data relating to the specific order and to process and use this data for our operational purposes in accordance with the legal requirements. The transfer to third parties is permitted, if this – for example, when registering domain or similar. – Subject of the contract.
19. Fulfillment, jurisdiction, applicable law
19.1. Place of delivery of the deliveries is the place specified by us, in the absence of such an indication Cluj-Napoca.
19.2. Exclusive jurisdiction for all legal disputes arising directly or indirectly as a result of the contractual relationship as well as its emergence and effectiveness is Munich. This also applies to disputes arising from the instruments, bills of exchange and checks relating to the contractual relationship. However, Digital1 has the right to claim the customer before the court at the domicile or place of business.
19.3. German law shall apply to all legal questions arising from the order and its settlement, with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
20. Severability clause
20.1. Should one or more individual provisions of these General Terms and Conditions be invalid for any reason, this shall not affect the validity of the remaining provisions.
20.2. The parties undertake to agree an effective rule, which is as close as possible to the economic purpose of the ineffective rule, instead of an ineffective regulation or a regulation gap.
As of 1 December 2016