Scope
- The following General Terms and Conditions of kr3m. media GmbH, Karlsruhe (hereinafter: kr3m) apply to all contracts concluded with kr3m.
- Deviating terms and conditions of the contracting party are not binding unless expressly accepted by kr3m in writing.
Rights of use
- The services provided by kr3m are protected by copyright. However, the following rules also apply if this is not the case.
- All rights of use pass to the contracting party only upon full payment.
- Rights of use pass to the contracting party in terms of content, territory and time only to the extent expressly agreed or required by the purpose of the contract. All other rights remain with kr3m.
- The right to modify or adapt is not granted unless otherwise agreed. The contracting party is not entitled to use parts of works (e.g. logos or characters) separately or in any way other than agreed.
- Raw data and drafts are neither handed over nor are any rights of use granted to them, unless otherwise agreed.
- The contracting party is not entitled to grant sublicences unless otherwise agreed. This also applies to use within a group of companies.
- Any obligation of the contracting party that exists in individual cases to independently register and license certain uses with a collecting society (e.g. GEMA) remains unaffected.
Originals and source code
- kr3m is not obliged to hand over originals, negatives, master tapes, source code or the like to the contracting party unless this is expressly agreed.
- Unless otherwise agreed, the contracting party must return any originals provided to it without delay after use.
- kr3m has no particular obligation to archive originals or documents provided by the customer. Draft material need not be retained.
Performance
- Unless otherwise agreed, contractual delivery periods are guide values and not fixed deadlines. Delays for which the customer is responsible may extend any agreed binding or non-binding deadlines.
- For orders involving layout design, kr3m is only obliged to create one variant unless otherwise agreed.
Acceptance
Where kr3m produces a work, the contracting party is obliged to check it for functionality and freedom from errors within ten working days of it being made available. If no acceptance test takes place within this period, the work is deemed accepted. The work is also deemed accepted if the contracting party puts the delivered work into use without raising objections.
Terms of payment
- Agreed prices are exclusive of VAT. Reimbursement of travel costs and expenses as well as material costs or the like is subject to separate agreement. The production of copies of the products is to be remunerated separately unless otherwise agreed.
- Unless otherwise agreed, invoices are due for payment without deduction within ten days of the invoice date. In the event of late payment, default interest is charged in accordance with § 288 of the German Civil Code (BGB). Further claims remain reserved.
- The contracting party is only entitled to set-off if its counterclaims have been legally established, are undisputed or have been acknowledged by kr3m.
Early termination
- Where kr3m produces a work and the contracting party wishes to terminate the contract at the conception stage (specification or layout phase), a remuneration reduced in line with the effort incurred is deemed agreed as compensation, provided that a right of termination has been agreed. Otherwise, § 649 BGB applies. Commissioned services and necessary third-party costs must always be reimbursed.
- In the event of early termination, all rights of use remain with kr3m.
Cooperation of the customer
- Where agreed or necessary, the customer shall support kr3m appropriately in the creation of a work. Data and information to be supplied by the customer must be sent in the format required by kr3m.
- kr3m’s products require adequate equipment on the customer’s side. When placing orders, the customer must observe the specific technical hardware and software requirements stated by kr3m and their specifications (e.g. security settings). Adjustments by kr3m that are not provided for in the contract are not included in the price.
Notice of defects and warranty
The contracting party must check the performance and the invoice without delay. Obvious defects must be reported to kr3m in writing without delay. Defects that cannot be detected immediately even with careful inspection must be reported to kr3m in writing and in specific terms without delay after their discovery.
Responsibility for content
- kr3m is neither entitled nor obliged to provide legal advice. The contracting party is responsible for the end product. Before using designs, it must check whether they may infringe criminal law, youth protection law, copyright, trademark law, personality rights, competition law, data protection law or other laws applicable in its industry. When logos or names are designed, the contracting party must itself clarify any conflicting third-party trademark, title or name rights.
- Where the contracting party supplies content to kr3m or specifies requirements for the design of the elements to be created, it shall indemnify kr3m against any resulting damage (in particular where the contracting party has failed to clarify copyright and licensing rights).
- Where the contracting party supplies content in electronic form that is infected with malicious programs (e.g. computer viruses), it is liable to kr3m for any resulting damage.
Hosting
Where kr3m provides hosting services, an availability of 97 % on a monthly average is guaranteed. If the customer expects higher traffic (e.g. during advertising campaigns), it must notify kr3m one week in advance.
General limitation of liability
Claims for damages against kr3m are excluded unless there is intentional or grossly negligent conduct, a breach of an essential contractual obligation, or injury to the body or health of a person. The same applies where compensation for indirect or consequential damage is claimed. Any liability is limited to the damage that was foreseeable when the contract was concluded and that is typical for such cases. Liability under the German Product Liability Act (ProdHG) remains unaffected.
Confidentiality
kr3m will treat as confidential all trade secrets of the contracting party that become accessible to it in the course of performing the contractual relationship. Where kr3m commissions a subcontractor to provide part of the services in an individual case, kr3m will pass this obligation on.
Credits and references
- kr3m must be credited by name as the developer, with logo and link, in an appropriate and customary form in the products created and the advertising materials designed by kr3m, unless otherwise agreed or unless kr3m expressly declines this. kr3m may also decline at a later date.
- kr3m is entitled to name the contracting party as a reference customer in its advertising materials unless otherwise agreed.
Text form
Declarations to kr3m that have legal effect, as well as amendments to the contract, must be made in writing, by fax or by e-mail.
Place of performance, jurisdiction, choice of law
If the contracting party is a merchant or a legal entity under public law, the place of performance for all obligations and the place of jurisdiction for all disputes arising from the contractual relationship is Karlsruhe. The contractual relationship is governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
Severability
Should any provision of these terms be invalid, the validity of the remaining provisions shall remain unaffected.
© 2023 by kr3m. media GmbH
