General Terms and Conditions for Consultancy by designdialog GmbH & Co. KG, Komödienstraße 56/58 50667 Cologne
(hereinafter "designdialog")
1.1 designdialog provides all consulting services on the basis of these "General Terms and Conditions" (hereinafter "GTC") and the individual written offer of designdialog.
1.2 designdialog does not conclude contracts with consumers or private individuals.
1.3 designdialog shall be entitled to subcontract the necessary services in its own name and for its own account to subcontractors, who in turn may also use subcontractors. designdialog shall remain the sole contractual partner of the Customer. Subcontractors shall not be used if it is apparent to designdialog that their use would be contrary to the legitimate interests of the Customer.
1.4 Insofar as other contractual documents in text or written form have become part of the contract in addition to these GTC, the provisions of these other contractual documents shall take precedence over these GTC in the event of a conflict.
1.5 These General Terms and Conditions shall apply exclusively. Any general terms and conditions of the Contractual Partner that deviate from these General Terms and Conditions shall not apply unless designdialog expressly agrees to them.
2.1 designdialog offers the Client comprehensive consulting and support services (consulting, sparring, etc.) ("Consulting Services") in accordance with the Client's specifications and in coordination with the Client.
2.2 The consulting services are agreed between the parties in individual contracts and are generally based on the offer or the individual agreements of the client
2.3 In particular, designdialog offers the Customer the following consulting services
- consulting on the development and implementation of corporate strategies, support in the optimization of business processes and sparring on strategic decisions;
- Project management, project communication and organization
- Project concept
- Proactive provision of specialist know-how;
- Design, visual preparation of data and information
- User interface development and user experience design
- General and customized workshops and seminars
- Support in the preparation of needs and feasibility analyses
2.4 The start, end, content, consultant and location (in the case of face-to-face consulting) are agreed individually by the parties.
3.1 designdialog owes the provision of the consulting services specified in the offer, but not a certain economic success.
3.2 designdialog shall endeavor to comply with the Customer's request to deploy certain employees, but expressly reserves the right to deploy and reallocate employees at its own discretion as is appropriate, expedient and possible for the provision of the Services.
3.3 As part of the consulting services, the Agency shall hold regular meetings and coordination rounds with the Client in order to monitor the progress of the consulting projects, collect feedback and make any necessary adjustments in a timely manner. These interactions serve to exchange information, clarify requirements and ensure that the client is highly satisfied with the services provided.
3.4 designdialog shall provide the consulting services with the greatest possible care and diligence in accordance with the current state of the art.
4.1 The Customer shall ensure that designdialog is provided with all necessary information, data, works, documents and access in a timely manner and that the necessary information is provided reliably, correctly and completely, even without special request. This shall also apply to all information, data, processes and circumstances that only become available or known during the consultancy work. The Client shall also ensure that the instructions given by it comply with applicable law. designdialog shall be entitled to consider the information and documents provided by the Client to be correct and complete. Unless expressly agreed otherwise, designdialog shall not be obliged to check for inaccuracies.
4.2 Subject to any individual agreements to the contrary, the Customer shall be responsible for procuring the material for the provision of the consulting services and shall provide it to designdialog in good time. If the Customer does not provide this material and does not make any further specifications, designdialog may, at its own discretion, use image material from common providers (e.g. stock photo service providers) or provide the corresponding content with a placeholder, taking into account the copyright labeling requirements.
4.3 If the conclusion of an order processing contract pursuant to Art. 28 GDPR is required for individual components of the order, both contracting parties undertake to conclude such a contract - to be provided by designdialog - before the start of the provision of services.
4.4 designdialog shall not be liable to the Customer in any way for delays and delays in the implementation of projects caused by late (necessary) cooperation or input by the Customer; the provisions under the heading "Liability/exemption" shall remain unaffected.
4.5 If the Customer fails to comply with its obligations to cooperate under this clause, designdialog may charge the Customer for any additional expenses incurred as a result.
5.1 The remuneration for the services of designdialog shall be the subject of an individual contractual agreement between the parties and shall generally be based on the offer.
5.2 Unless otherwise agreed, invoices shall be issued monthly in arrears.
5.3 Invoices are due for payment immediately without deduction.
6.1 designdialog creates various content for its customers in text, speech, writing, sound and images, etc.. The results shall be provided in various visual media formats (e.g. video and photographs, graphics, logo designs, texts, results in exhibition stands, posters, booklets, roll-up banners, websites, web apps, software, frameworks) (hereinafter collectively referred to as "Content"). The services agreed in detail are set out in the individual contract concluded between designdialog and the customer.
6.2 The Customer's specifications shall be taken into account to the best of designdialog's knowledge and belief. The contracting parties acknowledge that the creation of content is a creative service that requires a high degree of artistic freedom. designdialog therefore only owes the creation of a work that corresponds to the Customer's wishes according to its own experience and assessment. Complaints regarding the artistic design are generally excluded.
6.3 Unless otherwise agreed, the customer shall be entitled to two correction loops with regard to the editing (e.g. using filters and effects) of the content created; however, the content may not be recreated. Complaints regarding the artistic design are generally excluded. If the customer wishes to make further changes, he must bear the additional costs.
7.1 designdialog shall create texts for the Customer (e.g. press releases, articles for websites, advertising copy, etc.). The content of these texts shall be defined in an individual contract.
7.2 As soon as the agreed texts have been completed, designdialog shall send them to the Customer for approval and acceptance. Unless otherwise agreed, the Customer shall be entitled to two correction loops. Complaints regarding the stylistic design or the integration of new information into the text are generally excluded after the second revision loop. If the customer wishes to make further changes, he shall bear the additional costs.
7.3 If designdialog has been commissioned with the publication, the texts shall only be published after approval by the customer, unless otherwise agreed; the approval shall also constitute acceptance of the texts. In the case of press releases, a distribution date on which they are to be sent to the media shall also be set once approval has been given. If the customer is to publish or publicize the texts himself, he must approve the texts in advance. If the customer publishes the texts prior to acceptance, publication shall be deemed acceptance.
7.4 designdialog shall only be liable for errors discovered after release/acceptance in accordance with the provisions under the heading "Liability/exemption".
7.5 In all other respects, the provisions of the "Content" clause shall apply
8.1 Upon agreement with the Customer, designdialog shall undertake the conception and design of graphics, illustrations, visualizations, logotypes and/or logos (hereinafter referred to as "Designs").
8.2 For this purpose, the Customer shall first submit an inquiry to designdialog with as precise a description as possible of the designs desired by the Customer. This inquiry shall constitute an invitation to designdialog to submit an offer. designdialog shall examine the Customer's ideas described in the inquiry to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and consistency and shall prepare an offer on the basis of the wishes arising from the Customer's inquiry. A contract between designdialog and the customer shall only come into existence upon acceptance of the offer by the customer.
8.3 A prerequisite for designdialog's work is that the Customer provides designdialog with all data required for the implementation of the project (color definition, etc.) in a suitable form prior to the start of the order. If the Customer fails to comply with this obligation, designdialog may charge the Customer for the resulting time expenditure.
8.4 Unless otherwise agreed, the customer shall be entitled to two correction loops for each individual design. After these correction loops have been carried out, requests for adjustments and complaints (in particular with regard to the artistic design) shall no longer be taken into account. If the Customer wishes to make further changes after the agreed correction loops have been carried out, designdialog may create these for the Customer for an additional fee to be agreed.
8.5 As soon as the agreed design has been completed, designdialog shall request the Customer to accept the work. The designs shall be sent to the Customer in a standard file format.
8.6 In all other respects, the provisions of the "Content" clause shall apply
9.1 Upon agreement with the Client, designdialog shall undertake the conception/development of the "corporate identity" (e.g. new development or revision of corporate concepts in the areas of external appearance, brands, corporate culture, corporate behavior, corporate communication, etc.). To this end, the client first submits a request to designdialog with as precise a description as possible of the corporate identity they wish to achieve. This inquiry constitutes an invitation to designdialog to submit an offer. designdialog will check the Customer's ideas described in the inquiry to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and consistency and prepare an offer on the basis of the wishes arising from the Customer's inquiry. A contract between designdialog and the customer shall only come into existence upon acceptance of the offer by the customer.
9.2 After conclusion of the contract, the customer's requirements will be discussed in a further briefing, if necessary, and the specifications specified. At this time, customer requests can be introduced, provided they are covered by the originally agreed scope of services. If necessary, there is the option of a rebriefing before the service is produced. Adjustments become part of the original contract if both parties to the contract agree in text form. Otherwise, designdialog shall only be obliged to produce the items listed in the contract. Any additional services must be agreed and remunerated separately.
9.3 Unless otherwise agreed, the customer shall be entitled to two correction loops. Complaints regarding the artistic design are generally excluded after the agreed correction loops have been carried out. If the customer wishes to make further changes, he shall bear the additional costs.
9.4 A prerequisite for designdialog's work is that the Customer provides designdialog with all data required for the implementation of the project (color definition, templates, graphics, etc.) in a suitable form prior to the start of the order or at another agreed time. If the customer fails to comply with this obligation, designdialog may charge the customer for the resulting time expenditure.
9.5 designdialog shall endeavor to find all errors in the contractual texts. However, it cannot guarantee that all errors will be found. Against this background, it is only obliged to review the contractual texts conscientiously and thoroughly. Unless otherwise agreed, the contractual texts will be checked and corrected on the basis of the spelling of the latest edition of the Duden dictionary and in accordance with DIN standard 5008 (writing and design rules for word processing); specific agreements can be made separately (e.g. wording list of all your printed works / online texts).
9.6 The texts shall generally be sent to designdialog as a Word document. The contractual texts shall always be edited in the comment function. Any text errors found will be marked. If necessary, alternative formulations or words are suggested to the customer. Corrected texts are sent back to the customer by e-mail. A paper copy is not required.
9.7 In all other respects, the provisions of the "Content" clause shall apply
10.1 designdialog is entitled to use artificial intelligence (AI) technologies for the creation of content (e.g. texts, images, sound or videos) as part of the provision of services. This includes the use of AI-controlled tools and algorithms to improve the efficiency and quality of the content produced.
10.2 The Customer acknowledges that when using AI technologies to create content, results may vary and designdialog does not have absolute control over each individual output detail. designdialog undertakes, however, to implement reasonable measures to ensure the quality and relevance of the content created by AI; the provisions under the heading "Liability/Release" remain unaffected.
10.3 If the Customer does not wish AI Technologies to be used for certain projects or parts thereof, the Customer must communicate its requirements clearly and in text form to designdialog. designdialog shall comply with such requests, whereby any additional costs incurred may be charged to the Customer.
11.1 If, by way of exception, a work performance has been agreed, designdialog may demand that acceptance be made in writing; written acceptance shall only be owed if designdialog requests the Customer to do so. The acceptance provisions of the German Civil Code shall otherwise remain unaffected.
11.2 The acceptance period within the meaning of Section 640 (2) sentence 1 BGB shall be set at 2 weeks from notification of completion of the work, unless a longer acceptance period is required in individual cases due to special circumstances, in which case designdialog shall notify the Customer separately. If the Customer does not respond within this period or does not refuse acceptance due to a defect, the work shall be deemed to have been accepted.
12.1 An insignificant defect shall not give rise to any claims for defects. The choice of the type of subsequent performance shall lie with designdialog. The limitation period for defects and other claims shall be one (1) year; this shortening of the limitation period shall not apply to claims resulting from intent, gross negligence or injury to life, limb or health by designdialog.
12.2 The limitation period shall not recommence if subsequent performance is effected within the scope of liability for defects. Otherwise, the statutory warranty for defects shall remain unaffected.
13.1 Subject to deviating provisions in and outside of these GTC, continuing obligations have a minimum term of 12 months. The notice period is 3 months. If the contract is not terminated in due time at the end of the term, it is automatically extended by a further 12 months.
13.2 The right to extraordinary termination without notice for good cause remains unaffected.
14.1 designdialog shall be liable without limitation, on any legal grounds, in the event of intent or gross negligence, in the event of intentional or negligent injury to life, limb or health, on the basis of a guarantee promise, unless otherwise agreed in this respect, or on the basis of mandatory liability. If designdialog negligently breaches a material contractual obligation, liability shall be limited to the foreseeable damage typical of the contract, unless liability is unlimited in accordance with the preceding sentence. Material contractual obligations are obligations which the contract imposes on designdialog according to its content in order to achieve the purpose of the contract, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the customer may regularly rely. Any further liability on the part of designdialog is excluded. The above liability provisions shall also apply with regard to designdialog's liability for its vicarious agents and legal representatives.
14.2 The Customer shall indemnify designdialog against any third-party claims asserted against designdialog due to violations of these GTC or applicable law by the Customer.
15.1 Subject to other provisions in these Terms and Conditions, designdialog shall grant the Customer a simple, non-transferable right of use to the commissioned work results. Further rights may be agreed in individual contracts.
15.2 Unless otherwise agreed, the creation of a corporate design/logo shall grant an exclusive right of use unlimited in terms of time, place and content; however, individual graphic elements of the corporate design/logo may be used for the creation of other works as long as there is no risk of confusion with the created corporate design.
15.3 The drafts presented within correction loops may not be used, reproduced or passed on to third parties by the Customer, either in the original or modified form, without the express consent of designdialog.
15.4 For all other designs, a simple right of use is granted subject to deviating individual agreements.
15.5 All rights of use shall only be transferred to the customer after full payment of the remuneration.
15.6 A transfer of the rights of use to third parties requires an individual contractual agreement.
15.7 designdialog expressly does not check the final designs for legal admissibility (in particular trademark and/or competition law) or for infringement of other trademark and/or property rights (e.g. trademarks, registered designs, patents, etc.) or for the registrability of the designs, e.g. in official registers.
15.8 If the Customer provides designdialog with texts, images or other content, the Customer shall ensure that such content does not infringe the rights of third parties (e.g. copyrights) or other legal norms. The customer warrants that he is authorized to transfer the agreed rights of use because he has either created the work or works himself or has effectively acquired the rights necessary for the transfer himself. The customer grants designdialog the non-exclusive, non-transferable right to use the content provided by the customer (e.g. images, videos, graphics, texts) for the duration of the contractual relationship. This includes the editing, modification and publication of the content as part of the agreed service. These rights serve the sole purpose of fulfilling the contract by designdialog.
15.9 The Customer undertakes to indemnify designdialog against all third-party claims that may arise from the use of the content provided, including the reasonable costs of legal defense. This indemnification obligation includes claims based on an infringement of copyrights, trademark rights, patents, registered designs or other intellectual property rights. The Customer shall support designdialog in the defense against the aforementioned claims asserted by third parties against the Contractor due to infringements of intellectual property rights (copyrights, trademark rights, rights to one's own image, design patents, etc.) to the contractual content, in particular by providing the information required for the defense. The Customer shall be obliged to reimburse designdialog for all expenses necessary for legal action - in particular the necessary legal fees and court costs - incurred by designdialog as a result of claims asserted by third parties.
15.10 designdialog shall not be entitled by law to provide legal advice to the Customer. In particular, designdialog shall not be obliged and shall not be legally in a position to examine the Customer's business model and/or the works (layouts, graphics, texts, etc.) created or acquired by the Customer for their compatibility with applicable law. designdialog shall in particular not carry out any trademark searches or other conflict-of-law checks with regard to the works provided by the Customer. If the customer issues specific instructions regarding the work to be produced, the customer shall be liable for this.
15.11 All documents provided by designdialog (in particular offers, analyses, statements, expert opinions, etc. in paper or electronic form) are the intellectual property of designdialog. The Customer acknowledges designdialog's exclusive rights to the documents, irrespective of whether the documents are protected by copyright, trademark or competition law. During and after termination of the contractual relationship, the Customer may only use the documents provided for its own business purposes that are covered by the contract and the specifically agreed scope of services.
16.1 Unless otherwise agreed, the Customer expressly grants designdialog permission to present the project to the public in an appropriate manner for the purpose of self-promotion (references/portfolio). In particular, designdialog shall be entitled to advertise the business relationship with the Customer and to refer to itself as the author on all advertising materials created and in all advertising measures, without the Customer being entitled to any remuneration for this.
16.2 Unless otherwise agreed in an individual contract, designdialog may demand that a suitable copyright notice be placed in an appropriate position on works created by it.
17.1 designdialog shall treat as strictly confidential all business transactions of which it becomes aware, including but not limited to information, graphics, print documents, layouts, storyboards, figures, drawings, tapes, images, videos, memory cards, media and data storage, passwords, interactive products and such other documents containing films and/or radio plays and/or other copyrighted materials of the Customer or its affiliated companies. designdialog undertakes to impose this confidentiality obligation on all employees and/or third parties (e.g. suppliers, graphic designers, programmers, film producers, sound studios, etc.) who have access to the aforementioned business transactions. The confidentiality obligation shall apply indefinitely beyond the term of this contract.
17.2 The Customer shall have no right to demand that designdialog retain the work results and other documents beyond the end of the order. However, designdialog may retain the work results for a period of one year and hand them over to the customer at any time upon request. The customer shall not be entitled to the surrender of raw data or editable files (RAW files, open files from image programs, etc.).
17.3 Statutory retention obligations (e.g. under tax law) remain unaffected.
All personal data collected from the customer is treated confidentially. Personal data is collected, processed and used in compliance with the statutory provisions of the EU General Data Protection Regulation, the German Federal Data Protection Act and the German Telemedia Act. Personal data is only collected if the customer voluntarily provides it during the booking process. designdialog uses the data provided by the customer without the customer's separate consent exclusively to fulfill and process the booking. Once the coaching has been completed and the fee has been paid in full, the data will be blocked for further use and deleted after expiry of the periods prescribed by tax and commercial law, unless the customer has expressly consented to its further use. Detailed information on data protection can be found in the privacy policy.
19.1 The contracts concluded between designdialog and the Customer shall be governed by the substantive law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
19.2 If the Customer is a merchant, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in Germany, the parties agree that the registered office of designdialog shall be the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction shall remain unaffected.
19.3 designdialog is entitled to amend these GTC for objectively justified reasons (e.g. changes in case law, the legal situation, market conditions or business or corporate strategy) and subject to a reasonable period of notice. Existing customers will be notified by e-mail at least two weeks before the change comes into effect. If the existing customer does not object within the deadline set in the notification of change, their consent to the change shall be deemed to have been given. If he objects, the changes shall not come into force; in this case, designdialog shall be entitled to terminate the contract extraordinarily at the time the change comes into force. The notification of the intended amendment to these GTC shall refer to the deadline and the consequences of an objection or failure to object.
