Terms of service
General Terms and Conditions of Twist4 Medienlabor GmbH
1. General
These General Terms and Conditions shall apply to all business transactions with Twist4 Medienlabor GmbH (hereinafter referred to as the Provider).
By accepting an offer or placing an order, the customer acknowledges these Terms and Conditions as exclusively applicable. This shall also apply if the customer uses its own general terms and conditions that conflict with or deviate from these Terms and Conditions.
2. Subject Matter of the Contract
a) Where the subject of the contract includes services involving the implementation of concepts, ideas, or designs, the Provider shall have creative freedom unless the customer has given specific instructions or requirements.
b) Descriptions, weights, dimensions, and quantities are approximate only. They do not constitute any guarantee, warranty, or other binding performance commitment. Samples, prototypes, or trial products shall not constitute an agreement regarding the quality or characteristics of the final product.
3. Obligations of the Provider
a) The Provider is under no obligation to verify the accuracy or completeness of any information, templates, artwork, or other materials supplied by the customer for the performance of the contract, unless obvious errors exist or such verification has been expressly agreed.
b) Agreed completion dates shall not constitute fixed deadlines unless expressly agreed in writing. Minor delays in completion shall not give rise to any claims by the customer. Any agreed production or processing times shall commence only after the Provider has received all information, artwork, files, approvals, and other materials required for the execution of the order.
c) The Provider shall inform the customer without undue delay of any circumstances beyond the Provider's control that may delay completion of the agreed services.
4. Obligations of the Customer
a) The customer shall provide the Provider, free of charge and in a timely manner, with all information, artwork, templates, files, and other materials necessary for the performance of the contract. This obligation also applies to any information that may facilitate or improve the Provider's performance.
Should the customer become aware of any changes to such information or materials that may affect, or are likely to affect, the Provider's performance, the customer shall notify the Provider without undue delay.
b) The customer shall ensure that all information, artwork, templates, and other materials provided are free from third-party rights or that the customer possesses all rights necessary for their intended use. The customer shall inform the Provider of any existing third-party rights.
c) Unless otherwise agreed or unless the purpose of the contract requires otherwise, the customer shall return the original work or materials to the Provider in good condition after a reasonable period.
5. Copyright and Rights of Use
a) The German Copyright Act shall apply to all services, preparatory work, databases, database works, and any other intellectual creations produced by the Provider. This shall also apply where the required level of originality under copyright law has not been achieved. Databases shall additionally enjoy the full protection provided under the German Copyright Act.
b) The Provider's work, including any copyright notice, may not be altered, either in its original form or in reproduction, without the Provider's prior written consent. Any imitation, modification, adaptation, or distribution, whether in whole or in part, shall be prohibited unless expressly permitted by the purpose of the contract.
Any breach of these provisions shall entitle the Provider to claim damages amounting to twice the agreed remuneration. The right to claim further damages shall remain unaffected.
c) The Provider shall have the right to be identified as the author of the original work and all reproductions thereof. Any infringement of this right shall give rise to a claim for damages in accordance with Section 5(b).
d) Upon full payment of the agreed remuneration, the customer shall acquire the right to use the work in accordance with the agreed contractual purpose. Only a non-exclusive right of use shall be granted.
Any transfer of usage rights to third parties shall require the prior written consent of the Provider. The Provider may make such consent conditional upon payment of an additional licence fee.
The customer's right of use shall expire if the agreed remuneration remains unpaid for more than one month after the due date.
e) Suggestions made by the customer or any other form of cooperation shall have no effect on the agreed remuneration and shall not establish joint authorship.
f) The Provider shall be entitled to use the completed work for its own advertising and promotional purposes, including public presentation. The customer agrees to permit a reference and, where applicable, a link to the completed project.
6. Remuneration
a) The Provider's services and the granting of the corresponding rights of use constitute a single contractual service. The remuneration shall be calculated by the Provider on the basis of the agreed order.
b) If the Provider is required to modify its services due to circumstances beyond its control, the Provider shall be entitled to adjust the agreed remuneration according to the time reasonably required for such modifications.
c) The Provider shall be entitled to separate reimbursement of all expenses and disbursements incurred. Such amounts shall become due upon receipt of the corresponding invoice.
d) If the order extends over a period exceeding two weeks or requires the Provider to make substantial advance expenditures, the customer shall make reasonable advance payments as follows:
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one-third (1/3) of the total remuneration upon placement of the order; and
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one-third (1/3) upon completion of half of the agreed production or processing period.
e) Any price quotations provided outside a formal offer or order confirmation are non-binding.
f) Unless otherwise agreed, all stated prices are net prices and are subject to the applicable statutory Value Added Tax (VAT). Packaging and shipping costs shall be borne by the customer.
7. Retention of Title
a) Title to all goods supplied by the Provider shall remain with the Provider until all outstanding payment claims have been settled in full.
b) Any pledging or transfer of ownership of the goods described above shall require the Provider's prior consent.
The customer's right to resell the goods in the ordinary course of business shall remain unaffected. The customer hereby assigns to the Provider all claims arising from such resale. The Provider hereby accepts this assignment.
c) The customer shall notify the Provider immediately of any third-party claims, seizures, or other interference relating to the Provider's ownership or assigned claims.
8. Warranty
a) The customer's warranty claims shall expire one year after receipt of the delivered goods or services.
This limitation shall not apply in cases involving injury to life, body, or health caused by negligent breach of duty by the Provider or by intentional or negligent conduct of its legal representatives or vicarious agents.
Likewise, the statutory warranty period shall apply in cases of gross negligence or intentional misconduct by the Provider or its legal representatives or vicarious agents.
b) If a complaint regarding defects proves to be unjustified, the customer shall reimburse the Provider for all necessary costs incurred as a result.
c) If the customer withdraws from the contract due to unsuccessful subsequent performance (rectification), the customer shall not additionally be entitled to claim damages on account of the defect.
d) Any warranty claims and the circumstances giving rise to such claims must be submitted to the Provider in writing.
9. Liability
a) Unless essential contractual obligations have been breached or personal injury has occurred, the Provider shall only be liable for damage resulting from gross negligence or intentional misconduct.
For damage caused by ordinary employees or auxiliary personnel, the Provider shall only be liable in cases of intentional misconduct.
In all other cases, liability shall be limited to damages that are typical for the contract and reasonably foreseeable.
The Provider shall not be liable for slight negligence in connection with breaches of non-essential contractual obligations.
b) Where parts of the work are subcontracted to third parties, such third parties shall not be deemed vicarious agents of the Provider. Unless otherwise required by mandatory law, the Provider shall not be liable for the services or results of such third parties.
c) The Provider shall not be liable for damage resulting from its designs or proposed or implemented constructions unless such damage results from a breach of essential contractual obligations or causes personal injury.
The customer shall independently verify the functionality, suitability, and feasibility of the work before use.
d) The Provider shall not warrant the originality of the work with regard to copyright law.
e) The Provider shall not warrant compliance with competition law or trademark law, nor the registrability of any design, trademark, or other intellectual property.
f) The customer shall bear the risk of loss or deterioration of the goods during shipment.
g) The customer shall indemnify and hold the Provider harmless against all third-party claims arising from infringement of copyrights, trademarks, or other intellectual property rights in connection with this contract, including all reasonable legal costs incurred in defending such claims.
10. Miscellaneous
a) No oral side agreements have been made.
b) Any amendment or modification of this contract must be made in writing.
c) The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be Berlin, Germany.
d) This contract shall be governed exclusively by the laws of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
e) The customer's personal data shall be stored and processed electronically for the purpose of performing and administering this contract.
f) Should any provision of these Terms and Conditions be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a legally permissible provision that most closely reflects the economic intent of the parties at the time the contract was concluded.