Company details:designaffairs GmbH Balanstr. 73 Haus 19A 81541 München Germany
fon: 089 442 329 0 fax: 089 442 329 200 info[at]designaffairs.com www.designaffairs.com
Managing directors:Christoph Löffler Nico Michler
Commercial register:Munich HRB 169080 Value added tax ID DE 253 622 486
Responsible pursuant to § 10 para.3 MDStV (German Interstate Agreement on Media Services): Michael Lanz
Online Dispute Resolution:
If you have a problem with goods or services you purchased online, you can use the platform https://ec.europa.eu/consumers/odr/ provided by the European Commission to find more information and to make a complaint and have it resolved.Extrajudicial Resolution of Disputes:
We are neither obligated nor prepared to participate in any arbitration proceedings regarding the resolution of disputes with consumers.
- Scope of application
- To use the web pages (hereinafter: “designaffairs website”) provided by the designaffairs GmbH (hereinafter: “designaffairs”) shall exclusively be allowable on the basis of these terms.
- In case the user acts as or on behalf of a company, i.e. exercising a commercial or self-employed professional activity, or on behalf of a public corporation when using the designaffairs website, § 312e para. 1 clause 1 no. 1 – 3 of the German Civil Code shall not be applicable.
- On the designaffairs website, designaffairs provides certain information and software, where required including the documentation, to be recalled or downloaded.
- designaffairs shall be entitled to take parts of or the entire designaffairs website out of service at any time. Due to the nature of the internet and of computer systems, designaffairs shall not warrant the continuous availability of the designaffairs website.
- Rights to use information, software, and documentation
- The use of the information, software, and documentation provided on the designaffairs website shall be subject to these terms, or in case that information, software, or documentation is updated, subject to the relevant terms of license which were previously already agreed with designaffairs. Separately agreed terms of license shall have priority over these terms.
- designaffairs entitles the user on a non-exclusive and non-transferable basis to use the information, software, and documentation provided on the designaffairs website within the agreed scope, or in case nothing was agreed, in a way that complies with the purpose intended by designaffairs with the provision of such.
- Software is provided free of charge in a machine-readable form. The user shall not be entitled to claim the disclosure of the source code. This excludes source codes of open source software, if its terms of license, which have priority over these terms in case that open source software is passed on, stipulate the disclosure of the source code. In such a case, designaffairs will provide the source code against expense reimbursement.
- The user shall not be allowed to sell or lease information, software, or documentation or make them available in any other form to third parties at any time. Unless mandatory legislation permits otherwise, the user may neither modify, reconvert, nor decode the software or its documentation nor extract program elements. The user may create a backup copy of the software, if such copy is required to ensure the future use.
- The information, software, and documentation protected by copyright law and international copyright agreements as well as other laws and agreements on intellectual property. The user shall respect these rights, and in particular shall not remove alphanumeric identifications, brands, and copyright notations neither from information nor software nor documentation.
- Apart from that, §§ 69a et seq. German Copyright Act shall remain unaffected.
- Intellectual property
- Notwithstanding the special provisions under clause 4 of these terms as above, information, brand names, and other contents of the designaffairs website may not be modified, copied, duplicated, sold, leased, used, supplemented, or otherwise exploited without the prior written authorization by designaffairs.
- Except for the rights of use and other rights expressly conceded to the user within the scope of these terms, the user shall not be conceded any other rights of any nature whatsoever, in particular to the business name and industrial property rights such as patents, utility patterns, or brands; neither shall designaffairs have any obligation to concede any such rights.
- User’s duties
- When using the designaffairs website, the user may not: cause damage to persons, in particular minors, or infringe their personal rights; infringe ethical principles with his behavior; violate industrial and intellectual or any other property rights; forward contents containing viruses, so-called Trojans, or any other programming that could cause damage to the software; enter, save, or send hyperlinks or contents, which he is not authorized to, particularly if such hyperlinks or contents violate obligations of secrecy or are unlawful; or spread advertisement or unrequested e-mails (so-called “spam”) or inapplicable virus or failure warnings and the like or invite other users to participate in competitions, pyramid schemes, chain letters, multilevel selling, and similar activities.
- designaffairs shall be entitled to block the access to the designaffairs website at any time, in particular if the user breaches his duties resulting from these terms.
- The designaffairs website may contain hyperlinks to third party websites. designaffairs shall neither assume any responsibility for the contents of such websites nor shall designaffairs adopt such websites and their contents as its own, as designaffairs has no control over the linked information and is not responsible for the contents and information provided on such websites. The user may use such websites on his own risk.
- Liability for material defects and defects of title
- In case that information, software, or documentation is provided free of charge, the liability for material defects and defects of title of the information, software, and documentation shall be excluded, in particular with regard to their correctness, accuracy, exemption from third-party property and copyrights, completeness, and/or applicability, except in case of intent or fraudulent intent as well as in case of injuries to life and limb.
- The information may contain general descriptions of technical features of individual products, which need not be available in individual cases (e.g. because of product changes). The required characteristics of the products shall therefore be agreed separately upon purchase.
- Other liability provisions, viruses
- The liability of designaffairs for material defects and defects of title is based upon the provisions specified in clause 8 of these terms as above. Any liability of designaffairs shall be furthermore excluded, except for cases where there is mandatory liability resulting from e.g. intent, gross negligence, injuries to life and limb, the assurance of warranted properties, fraudulent concealment of a defect, or the violation of fundamental contractual obligations. The compensation on account of the violation of fundamental contractual obligations shall be limited though to direct losses foreseeable and typical for this type of contract, if not caused by intent or gross negligence.
- Although designaffairs will always try to keep the designaffairs website virus-free, designaffairs shall not guarantee the website’s freedom from viruses. Before information, software, and documentation is downloaded, the user shall provide for the appropriate safety installations and antivirus scan software for his own protection as well as to prevent viruses on the designaffairs website.
- A change of the burden of proof to the user’s disadvantage is not associated with the provisions specified in clauses 9.1 and 9.2 as above.
- Export control
- The export of certain information, software, and documentation may be subject to the obligation to obtain a permit – e.g. due to their nature or their intended use or final destination. The user shall strictly adhere to the export requirements relevant for the information, software, and documentation, in particular of the EU and EU member states as well as the USA.
- In particular, the user shall check and ensure that the provided information, software, and documentation will not be used for armament, nuclear, weapon-technological, or other military purposes; none of the companies and persons named in the US Denied Persons List (DPL) will receive US-original goods, software, and technology; none of the companies and persons named in the US Warning List, US Entity List, and US Specially Designated Nationals List will receive US-original goods without authorization; and the early warning notices of the competent German authorities will be observed.The access to software, documentation, and information provided on the designaffairs website shall only take place, if such conforms with the checks and guarantees as given above. Where the user does not comply with the above, designaffairs shall not be obliged to perform.
- Upon request, designaffairs shall inform the user of the relevant contact details for further information.
- Data protection
- Supplementary agreements, jurisdiction, applicable law
- Any supplementary agreement shall require the written form.
- The place of jurisdiction shall be Munich/Germany, if the user is a merchant in terms of the German Commercial Code.
- The designaffairs website is operated by and under the responsibility of companies registered in Germany. designaffairs shall not assume any responsibility that information, software and/or documentation may be accessed or downloaded from the designaffairs website in places outside of Germany. If users from other countries than Germany access the designaffairs website, it is exclusively their responsibility to comply with the relevant national legal stipulations. The access to information, software and/or documentation provided on the designaffairs website from countries, in which such access is unlawful, shall be prohibited. German law shall be applicable, excluding the United Nations Convention on Contracts for the International Sale of Goods.
Name and contact details of the controller pursuant to Article 4(7) GDPR
designaffairs GmbH Balanstraße 73 | Haus 19A 81541 Munich Germany
fon: 089 442 329 0 fax: 089 442 329 200 info[at]designaffairs.com www.designaffairs.com
Data protection officer:
designaffairs GmbH Balanstraße 73 | Haus 32 81541 Munich Germany
Security and Protection of your Personal Data
We consider it our primary responsibility to protect the confidentiality of the personal information you provide and to protect it from unauthorized access. That’s why we take the utmost care and use state-of-the-art security standards to ensure maximum protection of your personal information.
As a private company, we are subject to the provisions of the European General Data Protection Regulation (GDPR) and the regulations of the German Federal Data Protection Act (BDSG). We have taken technical and organizational measures which ensure that data protection regulations are observed by us and by our external service providers.
The law requires that personal data be processed lawfully, in good faith and in a manner that is transparent to the data subject (“lawfulness, fairness, transparency”). To ensure this, we would like to inform you of the legal definitions that are used in this Privacy Statement:
- Personal data “Personal data” means any information relating to an identified or identifiable natural person (hereinafter the “data subject”). A natural person is considered to be identifiable if he or she can be identified directly or indirectly, in particular by association with an identifier such as a name, an identification number, location data, an online identifier, or one or more special features which express the physical, physiological, genetic, mental, economic, cultural or social identity of the natural person.
- Processing “Processing” means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
- Restriction of Processing “Restriction of processing” means the marking of stored personal data with the aim of limiting their processing in the future.
- Profiling “Profiling” means any form of automated processing of personal data consisting of the use of personal data to evaluate certain personal aspects relating to a natural person, in particular to analyse or predict aspects concerning that natural person’s performance at work, economic situation, health, personal preferences, interests, reliability, behaviour, location or movements.
- Pseudonymisation “Pseudonymisation” means the processing of personal data in such a manner that the personal data can no longer be attributed to a specific data subject without the use of additional information, provided that such additional information is kept separately and is subject to technical and organisational measures to ensure that the personal data are not attributed to an identified or identifiable natural person.
- Filing System “Filing system” means any structured set of personal data which are accessible according to specific criteria, whether centralised, decentralised or dispersed on a functional or geographical basis.
- Controller “Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data; where the purposes and means of such processing are determined by Union or Member State law, the controller or the specific criteria for its nomination may be provided for by Union or Member State law.
- Processor “Processor” means a natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller.
- Recipient “Recipient” means a natural or legal person, public authority, agency or another body, to which the personal data are disclosed, whether a third party or not. However, public authorities which may receive personal data in the framework of a particular inquiry in accordance with Union or Member State law shall not be regarded as recipients; the processing of those data by those public authorities shall be in compliance with the applicable data protection rules according to the purposes of the processing.
- Third Party “Third party” means a natural or legal person, public authority, agency or body other than the data subject, controller, processor and persons who, under the direct authority of the controller or processor, are authorised to process personal data.
- Consent “Consent” of the data subject means any freely given, specific, informed and unambiguous indication of the data subject’s wishes by which he or she, by a statement or by a clear affirmative action, signifies agreement to the processing of personal data relating to him or her.
Lawfulness of Processing
The processing of personal data is only lawful if there is a legal basis for such processing. Pursuant to Article 6 (1) (a) – (f) of the GDPR, the legal basis for the processing may be in particular:
a. The data subject has given consent to the processing of his or her personal data for one or more specific purposes
b. Processing is necessary for the performance of a contract to which the data subject is party or in order to take steps at the request of the data subject prior to entering into a contract
c. Processing is necessary for compliance with a legal obligation to which the controller is subject
d. Processing is necessary in order to protect the vital interests of the data subject or of another natural person
e. Processing is necessary for the performance of a task carried out in the public interest or in the exercise of official authority vested in the controller
f. Processing is necessary for the purposes of the legitimate interests pursued by the controller or by a third party, except where such interests are overridden by the interests or fundamental rights and freedoms of the data subject which require protection of personal data, in particular where the data subject is a child.
Information regarding the collection of personal data
(1) Below, we inform you of the collection of personal data when using our website. Personal data is e.g. you name, address, email addresses, user behavior, etc.
(2) When contacting us by email the information you provide (your email address and, if applicable, your name and your telephone number) is stored by us in order to answer your questions. We delete the data collected in this manner once storage is no longer required, if processing is restricted, or in the event that legal retention obligations exist.
Collection of personal data when visiting our website
When you merely use the website for informational purposes, i.e. if you do not register or otherwise provide information to us, we only collect the personal data that your browser transmits to our server. If you wish to view our website, we collect the following data which is technically necessary for us to display our website to you and to ensure its stability and security (here, the legal basis is Article 6 (1) (f) GDPR):
– IP address – date and time of the request – time zone difference to Greenwich Mean Time (GMT) – content of the request (specific page) – access status/HTTP status code – each transmitted volume of data – website from which the request originates – browser – operating system and its user interface – language and version of the browser software
(1) In addition to the aforementioned data, cookies are stored on your computer when you use our website. Cookies are small text files that are stored on your hard drive and that are assigned to the browser you are using and that provide certain information to the entity that sets the cookie. Cookies cannot execute programs or transmit viruses to your computer. They help make internet offerings overall more user-friendly and effective.
(2) This website uses the following types of cookies, whose scope and function are explained below:
– Transient cookies (see a.) – Persistent cookies (see b.).
a. Transient cookies are automatically deleted when you close the browser. These include in particular session cookies. These store what is known as a session ID, with which various requests from your browser can be assigned to a common session. This permits your computer to be recognized when you return to our website. Session cookies are deleted when you log out or close the browser.
b. Persistent cookies are automatically deleted after a specified period, which may differ depending on the cookie. You can delete the cookies at any time from within the security settings of your browser.
c. You can configure your browser setting to match your preferences and e.g. decline to accept third-party cookies or all cookies. “Third-party cookies” are cookies that have been set by a third party and therefore not by the actual website which you currently are on. Please note that disabling cookies may not enable you to use all features of this website.
More features and offerings on our website
(1) In addition to the purely informational use of our website, we offer various services that you can use if you are interested. To do this, you will generally need to provide other personal information that we use to provide the service and to which the aforementioned data processing principles apply.
(2) In part, we use external service providers to process your data. These have been carefully selected and commissioned by us, are bound by our instructions, and are regularly inspected.
(3) Furthermore, we may disclose your personal data to third parties if participation in promotional campaigns, sweepstakes, contracts or similar services are offered by us in conjunction with our partners. Further information will be available at the time you enter your personal information or at the bottom of the description of the respective offer.
(4) Insofar as our service providers or partners are based in a country outside the European Economic Area (EEA), we will inform you of the consequences of this in the description of the offer.
Our offer is basically aimed at people who have reached the age of 16. Persons under the age of 16 should not submit any personal information to us without the consent of their parent or legal guardian.
Rights of data subjects
(1) Revocation of consent
If your personal data is processed on the basis of consent which you have given us, you have the right to revoke your consent at any time. The revocation of consent does not affect the legality of the processing performed on the basis of the consent until the time of revocation.
You can contact us at any time to exercise your right to revoke consent.
(2) Right to confirmation
You have the right to request confirmation from the controller that we are processing personal data concerning you. You can request this confirmation at any time using the contact details above.
(3) Right to information
In the event that personal data is processed, you can request information about this personal data and the following information at any time:
a. the purposes of the processing
b. the categories of personal data being processed
c. the recipients or categories of recipients to whom the personal data has been or is being disclosed, in particular in the case of recipients in third countries or international organizations
d. if possible, the planned duration for which the personal data is stored or, if this is not possible, the criteria for determining this duration
e. the existence of a right to rectification or erasure of the personal data concerning you, or to a restriction of processing by the controller or a right to object to such processing
f. the existence of a right to lodge a complaint with a supervisory authority
g. if the personal data is not collected from the data subject, all available information on the source of the data
h. the existence of automated decision-making, including profiling, in accordance with Article 22 (1) and (4) GDPR and, at least in these cases, meaningful information about the logic involved and the scope and intended impact of such processing on the data subject
If personal data is transferred to a third country or to an international organization, you have the right to be informed of the appropriate safeguards under Article 46 of the GDPR in connection with the transfer. We provide a copy of the personal data that is the subject of the processing. For any additional copies you request of a person, we may charge a reasonable fee based on our administrative costs. If your request is submitted electronically, the information must be provided in a standard electronic format, unless otherwise stated. The right to receive a copy under paragraph 3 shall not affect the rights and freedoms of others.
(4) Right to rectification
You have the right to demand the immediate correction of incorrect personal data concerning you. Taking into account the purposes of processing, you have the right to request the completion of incomplete personal data, including by means of a supplementary statement.
(5) Right to erasure (“right to be forgotten“)
You have the right to demand that the controller erase personal data concerning you without undue delay, and we are obligated to erase personal data without undue delay where one of the following grounds applies:
a. the personal data are no longer necessary in relation to the purposes for which they were collected or otherwise processed
b. the data subject withdraws the consent on which the processing is based according to point (a) of Article 6(1), or point (a) of Article 9(2), and there is no other legal ground for the processing
c. the data subject objects to the processing pursuant to Article 21(1) GDPR and there are no overriding legitimate grounds for the processing, or the data subject objects to the processing pursuant to Article 21(2) GDPR;
d. the personal data have been unlawfully processed
e. personal data must be erased for compliance with a legal obligation in Union or Member State law to which the controller is subject
f. the personal data was collected in relation to the offer of information society services referred to in Article 8(1) GDPR
If the controller has made the personal data public and is obliged pursuant to paragraph 1 to erase the personal data, the controller, taking account of available technology and the cost of implementation, shall take reasonable steps, including technical measures, to inform controllers which are processing the personal data that the data subject has requested the erasure by such controllers of any links to, or copy or replication of, that personal data. The right to erasure (“right to be forgotten“) does not apply to the extent that the processing is necessary:
– to exercise the right of freedom of expression and information
– for compliance with a legal obligation which requires processing by Union or Member State law to which the controller is subject or for the performance of a task carried out in the public interest or in the exercise of official authority vested in the controller
– for reasons of public interest in the area of public health in accordance with points (h) and (i) of Article 9(2) as well as Article 9(3) GDPR
– for archiving purposes in the public interest, scientific or historical research purposes or statistical purposes in accordance with Article 89(1) GDPR in so far as the right referred to in paragraph 1 is likely to render impossible or seriously impair the achievement of the objectives of that processing; or
– for the establishment, exercise or defense of legal claims
(6) Right to restriction of processing
You have the right to request that we restrict the processing of your personal data if any of the following conditions apply:
a. the accuracy of the personal data is contested by the data subject, for a period enabling the controller to verify the accuracy of the personal data
b. the processing is unlawful and the data subject opposes the erasure of the personal data and requests the restriction of their use instead
c. the controller no longer needs the personal data for the purposes of the processing, but the data is required by the data subject for the establishment, exercise or defense of legal claims, or
d. the data subject has objected to processing pursuant to Article 21(1) GDPR pending the verification whether the legitimate grounds of the controller override those of the data subject
In the event that processing has been restricted under the aforementioned conditions, this personal data shall – with the exception of storage – only be processed with the data subject’s consent or for the establishment, exercise or defense of legal claims or for the protection of the rights of another natural or legal person or for reasons of important public interest of the Union or of a Member State.
In order to exercise the right to restrict processing, the data subject may contact us at any time using the contact details provided above.
(7) Right to data portability
You have the right to receive the personal data concerning you which you have provided to us in a structured, commonly used and machine-readable format and have the right to transmit that data to another controller without hindrance from the controller to which the personal data have been provided, to the extent that:
a. the processing is based on consent pursuant to point (a) of Article 6 (1) or point (a) of Article 9 (2) or on a contract pursuant to point (b) of Article 6 (1) GDPR and
b. the processing is carried out by automated means
In exercising your right to data portability pursuant to paragraph 1, you have the right to have the personal data transmitted directly from one controller to another, to the extent that this is technically feasible. The exercise of the right to data portability does not affect your right to erasure (“right to be forgotten”). That right shall not apply to processing necessary for the performance of a task carried out in the public interest or in the exercise of official authority vested in the controller.
(8) Right to object
You have the right to object, on grounds relating to your particular situation, at any time to processing of personal data which concerns you which is based on point (e) or (f) of Article 6 (1) GDPR, including profiling based on those provisions. If objection is made, the controller will no longer process the personal data unless the controller demonstrates compelling legitimate grounds for the processing which override the interests, rights and freedoms of the data subject or for the establishment, exercise or defense of legal claims.
In the event that personal data is processed for direct marketing purposes, you have the right to object at any time to processing of personal data concerning you for such marketing. This also applies to profiling to the extent that it is related to such direct marketing. If you object to processing for direct marketing purposes, your personal data shall no longer be processed for such purposes.
Regarding the use of information society services, and notwithstanding Directive 2002/58/EC, you can exercise your right to object by automated means using technical specifications.
Where personal data are processed for scientific or historical research purposes or statistical purposes pursuant to Article 89 (1), you, on grounds relating to your particular situation, have the right to object to processing of personal data concerning you, unless the processing is necessary for the performance of a task carried out for reasons of public interest.
The right of objection can be exercised at any time by contacting the respective controller.
(9) Automated individual decision-making, including profiling
You have the right not to be subject to a decision based solely on automated processing, including profiling, which produces legal effects for you or similarly significantly affects you. This does not apply if the decision:
a. is necessary for entering into, or performance of, a contract between the data subject and a data controller
b. is authorized by Union or Member State law to which the controller is subject and which also lays down suitable measures to safeguard the data subject’s rights and freedoms and legitimate interests, or
c. is based on the data subject’s explicit consent
The controller shall implement suitable measures to safeguard the data subject’s rights and freedoms and legitimate interests, at least the right to obtain human intervention on the part of the controller, to express his or her point of view and to contest the decision.
This right can be exercised by the data subject at any time by contacting the respective controller.
(10) Right to lodge a complaint with a supervisory authority
You also have the right, without prejudice to any other administrative or judicial remedy, to lodge a complaint with a supervisory authority, in particular in the Member State of your habitual residence, place of work or place of the alleged infringement if you as data subject consider that the processing of personal data relating to you infringes this Regulation.
(11) Right to effective judicial remedy
Without prejudice to any other available administrative or judicial remedy, including the right to lodge a complaint with a supervisory authority pursuant to Article 77 GDPR, you have the right to an effective judicial remedy if you consider that your rights under this Regulation have been infringed as a result of the processing of your personal data in breach of this Regulation.
Existence of automated decision-making
We refrain from automatic decision-making or profiling.
General Terms & ConditionsValid from November 15, 2012
- General – scope of validity
- The General Standard Terms and Conditions of designaffairs GmbH shall apply to all agreements concerning services provided by designaffairs GmbH to the Contractual Partner. designaffairs GmbH shall not recognise any contradictory terms or terms diverging from the General Standard Terms and Conditions of designaffairs GmbH on the part of the Contractual Partner, unless designaffairs GmbH has issued its express agreement to their validity in writing. The General Standard Terms and Conditions of designaffairs GmbH shall be applicable also if designaffairs GmbH, while being cognizant of contradictory or divergent terms on the part of the Contractual Partner, unconditionally accepts the contractually required service of the Contractual Partner or designaffairs GmbH unconditionally renders the contractually required service. Counter-confirmations on the part of the Contractual Partner referring to its terms of business or purchasing shall be hereby excluded.
- The General Standard Terms and Conditions of designaffairs GmbH shall apply only with respect to companies, public corporations, and public funds.
- The General Standard Terms and Conditions of designaffairs GmbH shall also apply for all future transactions with the Contractual Partner.
- All agreements, modifications, supplements, and the partial or whole cancellation of agreements shall require written form; this shall also apply to the modification or cancellation of the requirement for written form.
- Offer and conclusion of agreement
- The offers provided by designaffairs GmbH shall be subject to confirmation and not binding. Confirmations of acceptance and all orders shall require written or fax confirmation by designaffairs GmbH in order to enjoy legal efficacy.
- Drawings, diagrams, measurements, weights or other service data shall be binding only if agreed expressly in writing. designaffairs GmbH shall own the rights of property and copyright relating to drawings, diagrams, calculations and other documents (e.g. logos) prepared by designaffairs GmbH. These shall not be transferred and may not be made accessible to third parties without the express written agreement of designaffairs GmbH. They shall not be disclosed to third parties.
- The employees of designaffairs GmbH shall not be authorised to make verbal ancillary agreements or to provide verbal assurances over and above the content of this written agreement; designaffairs GmbH shall not be bound to verbal ancillary agreements or commitments made by its employees.
- Cost proposal and estimate of expense
- If designaffairs GmbH issues a quotation or estimate of expense to the Contractual Partner, and should it become clear during the processing of the order that the quotation or estimate will be exceeded by more than 5%, designaffairs GmbH shall communicate this immediately to the Contractual Partner, providing the reasons and potential consequences for the execution of the order.
- If the Contractual Partner cancels the order after receiving such notification, designaffairs GmbH shall be entitled to proportional remuneration incurred corresponding to the services rendered up to the time of cancellation.
- To the extent that nothing else is agreed, designaffairs GmbH shall be bound to the prices contained in its offers for a period of 30 days following the date of such offers.
- Additional services shall be billed separately. Additional expenses requiring remuneration shall include, among other things, expenses incurred by designaffairs GmbH because it has performed modifications at the request of the Contractual Partner after approval or partial acceptance of its services relating to services that have already been approved or accepted.
- If the actual expense exceeds the estimated expense in individual orders by more than 5%, and the Contractual Partner cancels the order after notification of the excess according to Points 11.1, 11.2 or 11.4, designaffairs GmbH shall be entitled to claim the agreed remuneration corresponding to the services already rendered plus 5%.
- If the total scope of the services to be rendered by designaffairs GmbH is reduced by a circumstance for which the Contractual Partner is responsible, designaffairs GmbH shall be entitled to raise the fixed daily rate by an appropriate amount, however, by a maximum of 15%.
- Contractually binding periods of execution shall require written form.
- Even in the instance of contractually agreed deadlines, designaffairs GmbH shall not be responsible for delays to work caused by force majeure or unforeseen events that lie outside the scope of influence of designaffairs GmbH, and which temporarily render designaffairs GmbH’s performance of service either difficult or impossible, including in particular strikes, inability to enter premises, regulatory orders etc. They shall entitle designaffairs GmbH to prolong the performance of its services by the duration of the delay, plus an appropriate start-up period. This shall apply also if the circumstances are brought about by sub-contractors or suppliers of designaffairs GmbH or its sub-suppliers. designaffairs GmbH shall correspondingly notify the Contractual Partner as soon as it is aware of such circumstances. If the execution of the agreement consequently becomes unacceptable for one of the parties, such party shall be entitled to withdraw from the agreement. The exercise of the right to withdraw shall be limited to the portion, or portions, of the agreement not yet performed, unless the partial satisfaction of the agreement is not of interest for the Contractual Partner.
- If the delay lasts longer than six weeks, the Contractual Partner shall be entitled to withdraw from the agreement, either wholly or in part. If the period allowed for performance of the services is extended, or if designaffairs GmbH is released from its obligation, the Contractual Partner shall not be entitled to assert claims for damages against designaffairs GmbH. designaffairs GmbH shall be entitled to invoke the above-mentioned circumstances only if it has immediately notified the Contractual Partner regarding the delay that has occurred.
- designaffairs GmbH do not verify and is not responsible for the admissibility of the services rendered and/or services provided by the Contractual Partner or third parties, products or statements (especially with regard to unfair competition law, industrial property rights, patents, utility models, industrial designs, brands etc.) unless it is expressly agreed in writing and therefore subject of the contract. If and when the Contractual Partner entrusts designaffairs GmbH with such, the Contractual Partner bears all fees and costs of designaffairs GmbH and/or third parties (lawyers, authorities, etc.), unless otherwise expressly agreed in writing.
- If designaffairs GmbH identifies during the course of the execution of the agreement that the agreed services will clearly fail to have the success desired by the Contractual Partner unless additional services are rendered, it shall immediately communicate this to the Contractual Partner.
- designaffairs GmbH shall be entitled to render partial services at any time, unless the partial service is identifiably not of interest for the Contractual Partner.
- Observance of the service obligations of designaffairs GmbH presupposes the timely and proper satisfaction of the obligations and duties of the Contractual Partner.
- In particular, the Contractual Partner shall be obligated to provide to designaffairs GmbH all information, work, and documents required for the rendering of services, completely and on a timely basis. Requisite information, work, documents shall particularly include those on which the order is based, those requested by designaffairs GmbH in order to perform the order, or those that are normally essential for the relevant order.
- The Contractual Partner shall ensure that the requisite work and documents, which the Contractual Partner is required to provide as part of its obligations and duties, shall be transferred to designaffairs GmbH in good time before the execution of the order. Supply delays or cost increases arising through incorrect, incomplete, late or subsequently modified disclosures and information or documents made available, shall not be the responsibility of designaffairs GmbH, and shall not comprise part of the delay for which designaffairs GmbH is responsible. The Contractual Partner shall bear related additional costs.
- The Contractual Partner shall immediately accept the plans, constructions, drawings, models etc that have been prepared for it, after designaffairs GmbH has announced that the project is complete. designaffairs GmbH shall rectify free of charge any defects determined at the time of acceptance, and within an appropriate timeframe. Significant defects that render the use of the plans, constructions, drawings, models etc impossible, shall be reaccepted after they had been rectified. If the Contractual Partner fails to make acceptance due to another, or a significant, defect, the corresponding plans, constructions, drawings, models etc shall be regarded as accepted four weeks after designaffairs GmbH has announced that the project is complete.
- If the Contractual Partner delays acceptance, designaffairs GmbH shall be entitled to claim compensation for any damages it incurs as a consequence. If acceptance is delayed, the risk of accidental deterioration and accidental ruin shall transfer to the Contractual Partner.
- Rights of use
- To the extent that nothing divergent is expressly agreed, the Contractual Partner shall receive subject to full payment of the remuneration agreed the non-exclusive and without limitation in time or place right to use the services rendered by designaffairs GmbH, particularly the documents prepared by designaffairs GmbH, for the contractual purpose agreed.
- If the service rendered by designaffairs GmbH includes software, data programming or application- or development data, particularly in the area of interaction design and interface design, the source codes as well as any development data and development environments are generally not in the scope of the benefits of designaffairs GmbH. In order to use such benefits and/or rights a separate written agreement must be concluded.
- Plans, constructions, drawings, models and other documents made and/or transferred by designaffairs GmbH as part of the agreement shall enjoy copyright protection. To the extent that nothing else arises from the purpose of the agreement, the Contractual Partner shall not be entitled to modify these documents, to reproduce them, even in modified form, to publish them, or to revise them without the express prior consent of designaffairs GmbH.
- designaffairs GmbH shall be entitled to make own use of, to make other use of and to develop further any unprotected ideas, concepts, experience, and techniques made or resulting from their services rendered, used or developed during the performance of the agreement unless otherwise expressly agreed in writing.
- Should the project results contain patentable discoveries or ideas, designaffairs GmbH shall be entitled, at its discretion, to register patent rights, to pursue them further, and/or to fail to pursue them. designaffairs GmbH shall enjoy the exclusive right to patents and distribution of licences. Divergent regulations must be set down expressly in separate written agreements.
- designaffairs GmbH shall warrant that the services contractually due are free of defects. The period of warranty shall be according to statutory regulations.
- designaffairs GmbH’s warranty obligation shall be limited to providing repairs. If repairs fail after an appropriate period, the Contractual Partner shall be entitled to a discount from its payment.
- If the Contractual Partner fails to follow operating, maintenance, or other instructions provided by designaffairs GmbH, or if it makes modifications, any resultant warranty shall be hereby rendered void, if the Contractual Partner fails to disprove a corresponding, substantiated assertion that one of these circumstances has caused the defect. § 645 of the German Civil Code (BGB) shall be hereby unaffected.
- The Contractual Partner shall be obligated to notify designaffairs GmbH immediately of any identifiable defects, and to carry out all measures that enable the defects and their causes to be determined, or facilitate or accelerate the removal of such defects.
- Solely the Contractual Partner shall be entitled to assert warranty claims against designaffairs GmbH, and these claims may not be transferred.
- Payment terms
- To the extent that nothing else is agreed, invoices presented by designaffairs GmbH shall be payable without discount 15 days after the preparation of the invoice. Cash discounts for the Contractual Partner shall be excluded to the extent that nothing divergent has been agreed in writing.
- designaffairs GmbH shall be entitled, subject to divergent written agreements, to invoice the Contractual Partner for an amount equivalent to 30% of the total order after the order has been granted. Furthermore, designaffairs GmbH shall be entitled to invoice the Contractual Partner for appropriate mile-stone payments in accordance with the progress of the project.
- A payment shall not be regarded as having been made until designaffairs GmbH has such an amount at its disposal. When cheques are tendered, the payment shall not be regarded as having been made until the cheque has been cashed.
- If the Contractual Partner defaults, designaffairs GmbH shall be entitled to demand statutory interest amounts from the relevant point in time. designaffairs GmbH shall be entitled to present proof of higher extent of damages.
- If designaffairs GmbH becomes aware of circumstances that call into question the creditworthiness of the Contractual Partner, in particular if a cheque is not honoured or the Contractual Partner cancels its payments, designaffairs GmbH shall be entitled to require prepayments or collateral to an amount equivalent to the residual liability.
- designaffairs GmbH shall not be obligated to provide evidence in its invoices of working time performed and outlays to be reimbursed. The Contractual Partner shall be entitled, on request, to inspect related statements, and/or shall receive these in copy.
- Limitation of liability
- designaffairs GmbH shall be liable, both for itself and on the part of its vicarious agents, for any damages, for whatever legal reasons, including tortious act, only if designaffairs GmbH or its vicarious agents are guilty of violating a key contractual obligation (cardinal obligation) in a way that jeopardises the purpose of the agreement, or the damage is caused intentionally or through gross negligence on the part of designaffairs GmbH or its vicarious agents. Liability based on an assurance intended to protect the Contractual Partner from the risk of damages that might occur, as well as liability for damages arising from injury to life, body or health, shall be hereby unaffected.
- Excluded claims shall also include defects in damages to production resources and products belonging to the Contractual Partner included in the services performed by designaffairs GmbH, for example, through taking into account ideas, proposals or concepts of designaffairs GmbH involved in the planning, design, construction or other external forming and structuring by the Contractual Partner, as well as defects in damages arising from the use of such products of the Contractual Partner.
- This shall not apply to the extent that there is a mandatory liability, for example due to intention, gross negligence, and violation of key contractual obligations or to a lack of characteristics for which warranty has been provided. Compensation for damages due to the violation of key contractual obligations shall be limited, however, to typical contractual, foreseeable damages, to the extent that there is no instance of intention or gross negligence.
- The Contractual Partner shall release designaffairs GmbH from all third-party claims raised against designaffairs GmbH and which have their origin in the use of the Client’s products, to the extent that the designaffairs GmbH has not caused the third-party damage as a result of intention or gross negligence.
- designaffairs GmbH’s liability for, and arising from, the execution of an order shall be limited in each case to the amount entailed in the order.
- Use of service providers and vicarious agents
- designaffairs GmbH shall be entitled to mandate service providers and vicarious agents to render parts, or the entirety, of the services to which it is contractually bound.
- Each Contractual Partner shall enjoy the right to cancel the contract for an important reason. However, the contractual partners shall, to an acceptable extent, grant each other the opportunity to address the reason for the cancellation before making such a cancellation.
- If the agreement is cancelled for a reason for which one of the contractual partners is responsible, or the Contractual Partner cancels for a reason for which neither of the parties to the agreement is responsible, designaffairs GmbH shall receive the agreed remuneration. However, designaffairs GmbH must take into account expenses saved as a consequence of the early cancellation of the agreement. This shall apply also if the service has been rendered impossible as a consequence of a reason for which designaffairs GmbH is not responsible.
- If designaffairs GmbH is responsible for the cancellation, designaffairs GmbH shall be entitled to compensation only with respect to services it has rendered up to the cancellation of the agreement, to the extent that the services are of interest for the Contractual Partner. Point 4.3 shall be hereby unaffected.
- If a Contractual Partner is unable to make payment, insolvency proceedings have commenced with respect its assets, or such procedures have been declined due to a lack of bank-ruptcy assets, the other Contractual Partner shall be entitled to cancel the agreement.
- Prohibition on enticement and hiring
- The Contractual Partner shall be prohibited from enticing away or employing employees of designaffairs GmbH for the duration of the cooperation of the parties and for a subsequent period of two years without the prior agreement of designaffairs GmbH. In an instance where a party is guilty of infringing this prohibition, the Contractual Partner shall be obligated to pay to designaffairs GmbH a contractual fine equivalent to one year’s gross salary of the related employee. The Contractual Partner shall also be liable for group companies.
- Applicable law, place of jurisdiction, invalidity
- The law of the Federal Republic of Germany shall apply for the General Standard Terms and Conditions and for all legal relationships between designaffairs GmbH and the Contractual Partner.
- To the extent that the Contractual Partner is a business person, public institution, or special public fund in the sense of § 38 of the code of civil procedure (ZPO), Munich shall be the exclusive place of jurisdiction for all disputes arising either directly or indirectly from the agreement.
- Should a term contained in these General Standard Terms and Conditions of business, or a term contained in other agreements, be, or become, ineffective, the efficacy of all other terms or agreements shall be hereby unaffected.