- These General Terms and Conditions of Service apply to all contracts concluded between Arekapak GmbH (hereinafter referred to as 'Arekapak') and the client, the subject of which is the provision of services in the field of product and graphic design, design consulting and production implementation. We object to the applicability of the customer's terms and conditions to the contrary. Such terms and conditions of the client only apply if this has been expressly agreed in writing. Changes and additions to these GTC and the contracts concluded on the basis of the GTC must be in writing and signed by both contracting parties in a legally valid manner.
- The service is provided when the desired and necessary activities have been carried out or recommendations and explanations have been given to the client. If, in deviation from these regulations, the service is to have the character of a work contract, this must be expressly and unequivocally agreed in the individual contract. The timing of the provision of services is agreed individually between the client and Arekapak.
- Arekapak carries out all work with the greatest possible care. At the client's request, Arekapak must provide information about the status of the execution of the order.
- Data supplied by third parties or by the client are thus adopted and implemented. Arekapak checks this data for accuracy and usability for the production implementation initiated by Arekapak. However, Arekapak does not check the supplied data for the usability intended by the customer.
- The results obtained are presented in a way that is understandable, comprehensible and agreed with the client.
- Arekapak can use qualified subcontractors selected by it to carry out the order, but always remains directly committed to the client. The subcontractors are to be constantly monitored by Arekapak.
3) Performance changes
- Changes and additions and the resulting consequences (possibly increase in remuneration and/or postponement of deadlines) to the order must be in writing to be effective. A written confirmation of the changed conditions with the signature of the person responsible is required from both sides. Arekapak is entitled to suspend the provision of the service as long as an agreement on the change in the scope of the order, the remuneration or the dates has not been reached.
- Arekapak and the client mutually undertake to maintain secrecy for an indefinite period about all documents, information, business and trade secrets that are considered confidential and under no circumstances to pass them on to third parties who are not involved in the execution of the order, unless the contractual partner expressly agrees to the passing on. The subcontractors used by Arekapak must also undertake in writing to maintain confidentiality, as must any third parties involved in the processing by the client. Companies affiliated with the client are also considered third parties in this context.
5) Customer's obligation to cooperate
- The client undertakes to provide all valid and correct documents and information required for the optimal execution of the order in good time and in full. The customer supports Arekapak to the best of his ability and, if necessary, creates the necessary conditions for the execution of the order in his business premises.
- The client will inform Arekapak's employees and vicarious agents of all dangers and risks that they could be exposed to within the client's area of disposal. He is fully liable to Arekapak, its employees and vicarious agents if they suffer damage due to a breach of this duty to inform. The same applies to property damage caused to property or belongings of Arekapak.
6) Terms of payment
- The fee for the service provided is agreed in writing according to time or as a fixed price. Unless otherwise agreed, Arekapak is entitled to reimbursement of the expenses associated with the order in addition to the fee claim. Arekapak undertakes to encourage the employees entrusted with the fulfillment of the order to behave economically.
- Unless otherwise agreed, open-ended contracts are concluded with a three-month notice period. After a period of one year, the prices can be raised with a four-week period. If the adjustment significantly exceeds the usual market prices, the client can terminate the contract.
- Services are due after invoicing and are payable within ten days without deductions and plus statutory VAT. VAT is shown separately on the invoices. In accordance with the statutory provisions, default in payment occurs after the due date without the need for a reminder. If the payment deadline is exceeded, At the latest after the legal requirements according to § 286 BGB have been met, we are entitled to charge interest in the amount of the interest rates for overdraft credits, but at least interest in the amount of 8% above the respective base rate. Default interest is calculated plus a reminder fee of 10 euros. We reserve the right to assert further damage caused by delay.
- Invoices from Arekapak GmbH are accepted after three months.
If defects are found for which Arekapak is responsible, remedial measures will be taken to the extent that this is possible for us at reasonable expense. The customer must report any defects immediately in writing, but no later than four weeks after the service has been rendered.
8) Limitation of liability
- We are liable in cases of intent or gross negligence - also for legal representatives or vicarious agents - according to the statutory provisions. Otherwise, we are only liable for injury to life, limb or health or for culpable violation of essential contractual obligations. However, the claim for damages for the violation of essential contractual obligations is limited to the foreseeable damage that is typical for the contract. Our liability is also limited in cases of gross negligence to the foreseeable damage that is typical for the contract if none of the exceptional cases listed in sentence 1 above apply. This provision extends to damages in addition to performance and damages instead of performance, regardless of the legal reason, in particular due to defects, the breach of obligations arising from the contractual relationship (in particular delay or impossibility) or tort. They also apply to claims for reimbursement of futile expenses.
- If the client wants to hold Arekapak or its employees or vicarious agents liable for violations of its company regulations or similar internal regulations, it can only do so if it has previously verifiably obliged the executing employees to comply with the relevant regulations. The limitations of liability according to point 8.1 also apply to such violations.
- A change in the burden of proof to the detriment of the client is not associated with the above regulations.
- The agreements of the individual contracts apply.
- The right to terminate for good cause remains unaffected. Violations of confidentiality rules, serious violations of contractual regulations and the opening of insolvency proceedings against one of the contracting parties are considered important reasons.
- Any termination must be in writing. Receipt by the recipient is decisive for the timeliness of the termination. The sender bears the burden of proof for the timely receipt of the cancellation.
- Individually manufactured products and additional services (e.g. printed matter, etc.) are purchased independently by Arekapak. The quantities are based on the purchase quantities agreed with the customer. The customer usually pays for the products when they are shipped or used. Exceptions are circumstances such as significantly lower purchase quantities in shipping, in which case Arekapak is entitled to charge for the individually manufactured products that are stored. The goods then become the property of the customer. Furthermore, the individually manufactured goods will be charged to the customer after termination of the contract. The customer arranges for the goods to be picked up, Arekapak makes the goods available upon agreement.
10) Copyright and use rights
- We reserve the right of ownership and copyright to cost estimates, drafts, drawings and other documents as well as prototypes and tools created by us; they may only be made accessible to third parties with our agreement. Drawings and other documents belonging to offers are to be returned on request.
- Arekapak transfers the rights of use required for the respective purpose to the client. Unless otherwise agreed, only the simple right of use is transferred in each case. A transfer of the rights of use to third parties requires a written agreement. The rights of use are only transferred after the remuneration has been paid in full.
- Suggestions by the customer or his other cooperation have no influence on the amount of the remuneration. They do not establish any joint copyright.
- In the case of joint design projects in which the design work is not, or not entirely, the responsibility of Arekapak GmbH, Arekapak reserves the right to use all forms of design that are similar to the joint design project in the context of other projects for different purposes in order to exercise its own freedom of design not restrict. Unless otherwise agreed, the tools created in connection with an individual project are not used outside of the project.
11) Final provisions
- Should individual provisions of these General Service Provisions be or become wholly or partially invalid, the remaining contractual provisions shall remain unaffected. Both sides undertake to replace the invalid provision with a legally effective provision that serves the intended purpose. Any oral or implied representations contrary to these Terms are void.
- The customer agrees that within the scope of the business relationship his data received by Arekapak will be stored electronically in compliance with the data protection act by Arekapak.
- The client can only assign his rights from a business relationship with Arekapak to third parties with Arekapak's written consent.
- Arekapak may use the client's name and logo as well as image material from the project for advertising purposes and to represent its own company.
12) Jurisdiction and applicable law
- The court resulting from the Arekapak company headquarters is responsible for all disputes arising from the contract with Arekapak.
- With regard to all claims and rights arising from this contract, the law of the Federal Republic of Germany (BGB, HGB) applies. The application of the UN Sales Convention (CISG) is expressly excluded.