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Paradox-Grafix - Marco Giorgino

1 Conclusion of contract and subject matter of the contract

1.1 The contract between Paradox-Grafix and the customer is concluded by an order confirmation, which is sent by e-mail, fax or post by Paradox-Grafix. 

1.2 The subject matter of the contract is based on the individual agreements of the parties. Paradox-Grafix shall not owe any services that have not been expressly agreed individually. The delivery of the designs is owed in a manner that enables the production of the products resulting from the purpose of the contract/order; the delivery of so-called “open” files is generally not owed.

2. Remuneration

2.1 All services provided by Paradox-Grafix for the client are subject to a fee, unless expressly agreed otherwise. If the client requests special and/or additional services from Paradox-Grafix during or after the provision of services by Paradox-Grafix, this shall result in an additional obligation to pay remuneration. If the execution of the order is delayed for reasons for which the client is responsible, Paradox-Grafix may demand a reasonable increase in remuneration. In the event of intent or gross negligence, the client may also assert claims for damages. The assertion of further damages caused by delay remains unaffected.

2.2 The fees are net amounts which are to be paid plus the statutory value added tax.

2.3 Proposals made by the Client or its employees or its or their other cooperation shall have no influence on the amount of the remuneration.

3 Due date for payment, acceptance, default

3.1 Unless otherwise agreed, 25% of the total remuneration shall be due for payment when the order is placed, 25% upon completion of half of the work and 50% upon acceptance. In the case of orders that are expected to extend over a shorter period of time, i.e. less than one month, 25% can also be paid as a down payment and 75% on acceptance.

3.2 Work results shall be sent to the client by e-mail or made available for download via a link and shall be available to the client for 28 days.

3.3 Complaints of any kind must be made in writing to Paradox-Grafix within 7 days of delivery of the work. Thereafter, the work shall be deemed to have been accepted free of defects.

3.4 Acceptance may not be refused for creative-artistic reasons. There is freedom of design within the scope of the order. Claims for defects with regard to the artistic design are excluded.

3.5 In the event of default in payment, Paradox-Grafix may demand default interest in the amount of 9 percentage points above the respective base interest rate of the European Central Bank p.a. for legal transactions in which a consumer is not involved, and in the amount of 5 percentage points above the respective base interest rate of the European Central Bank p.a. for legal transactions in which a consumer is involved. We reserve the right to claim proven higher damages.

3.6 Reminder costs and the costs of legal intervention, including out-of-court legal intervention, shall be borne by the client.

4 Rights of use

4.1 The drafts, developments, elaborations, drawings and other works may only be used for the agreed scope of use (in terms of time, space and content). Any use beyond the agreed scope of use (in terms of time, space and content) is not permitted and entitles Paradox-Grafix to claim an additional usage fee and, in the event of copyright protection of the services, to assert claims for injunctive relief and damages. Any imitation, even partial, of a legally protected service is not permitted.

4.2 All drafts, developments, elaborations, drawings and other work of Paradox-Grafix shall be entrusted to the customer within the meaning of § 18 (1) UWG. Unauthorized use or disclosure to third parties outside the contractual agreement between the parties is not permitted.

4.3 Paradox-Grafix shall grant the customer the rights of use to its legally protected services required for the respective contractual purpose. Unless otherwise agreed, in case of doubt only the simple right of use shall be granted in each case.

4.4 Any transfer or partial transfer of rights of use and any granting of sublicenses shall require the prior written consent of Paradox-Grafix.

4.5 The rights of use shall pass to the customer upon full payment of the remuneration for the design and the elaboration (see clause 3).

4.6 Protected designs, developments, elaborations, drawings and other works may not be modified either in the original or in series production without the express consent of Paradox-Grafix. Paradox-Grafix has the right to prohibit any distortion or other impairment of its protected designs, developments, elaborations, drawings and other works that is likely to jeopardize its legitimate intellectual or personal interests in the aforementioned work services provided by it.

4.7 Paradox-Grafix reserves the right to use all work for its own advertising purposes.

5 Ownership of drafts and data

5.1 Only rights of use shall be granted to drafts and other results, but ownership shall not be transferred, unless otherwise agreed or otherwise stated in the purpose of the contract.

5.2 The originals shall be returned to Paradox-Grafix undamaged after a reasonable period of time, unless otherwise agreed or unless the purpose of the contract dictates otherwise. In the event of damage or loss, the customer shall reimburse the costs necessary to restore the originals. The right to claim further damages remains unaffected.

5.3 The data and files created in fulfillment of the contract shall remain the property of Paradox-Grafix. The latter shall not be obliged to surrender data and files to the customer. If the customer wishes them to be surrendered, this must be agreed and remunerated separately.

5.4 If Paradox-Grafix has provided the customer with data and files, in particular so-called “open” files, these may only be changed with the prior consent of Paradox-Grafix, unless the purpose of the contract provides otherwise.

5.5 The shipment of all items referred to in clauses 6.1 to 6.4 shall be at the risk and for the account of the customer and, if the customer is not a consumer, at the risk of the customer.

6 Liability

6.1 Paradox-Grafix shall only be liable for damages incurred, e.g. to templates, films, displays, layouts, etc. provided to it, in the event of intent and gross negligence, unless for damages resulting from injury to life, limb or health; Paradox-Grafix shall also be liable for such damages in the event of negligence. Otherwise, it shall only be liable for slight negligence if an obligation is breached, compliance with which is of particular importance for achieving the purpose of the contract (cardinal obligation).

6.2 Paradox-Grafix assumes no liability to the customer for orders placed with third parties in the name and for the account of the customer, unless Paradox-Grafix is at fault in the selection of the third party. In such cases, Paradox-Grafix acts merely as an intermediary.

6.3 The customer assures that he is authorized to use all templates provided to Paradox-Grafix. If, contrary to this assurance, he is not authorized to use them, the client shall indemnify Paradox-Grafix against all claims for compensation by third parties.

6.4 The client must check drafts or design drawings for any defects (correctness of image, text, figures, etc.) and approve them if necessary. Paradox-Grafix shall not be liable for any recognizable defects in drafts or design drawings released by the customer in this way. This shall not apply if the customer is a consumer.

6.5 Complaints about obvious defects must be made in writing to Paradox-Grafix immediately, i.e. within 7 days of delivery of the work. The timely dispatch of the notice of defects is sufficient to meet the deadline. This shall not apply if the customer is a consumer.

6.6 The client is obliged to have the legal admissibility of the designs and other work checked independently and conscientiously before using the designs and other work in business transactions. The Designer is not liable for the legal admissibility of his designs and other work except in cases of intent or gross negligence. The Designer shall inform the Client of any legal concerns, insofar as he is aware of them. Paradox-Grafix shall not accept any further liability for work approved by the client.

6.7 Documents submitted late by the client, late (partial) acceptances, serious change requests and desired additional services to the originally agreed scope of the order may result in a postponement of the delivery date without this leading to a delay on the part of Paradox-Grafix. Paradox-Grafix shall not be liable for failure to meet the agreed delivery date due to circumstances for which the customer is responsible.

6.8 If Paradox-Grafix is unable to perform its contractual services due to force majeure (war, natural disasters, strike, illness, accident, disruption of telecommunications and/or power supply, etc.) or is unable to perform them on time, the customer shall not be entitled to claim damages from Paradox-Grafix.

6.9 Paradox-Grafix undertakes to carefully select and instruct its vicarious agents. Beyond that, it is not liable for its vicarious agents.

7. Termination of the contract

7.1 Should the client terminate the contract prematurely, Paradox-Grafix shall receive the agreed remuneration, but must allow itself to be credited for expenses saved or replacement orders carried out or maliciously omitted (§ 649 BGB).

8 Confidentiality

8.1 Paradox-Grafix undertakes to treat all knowledge obtained from the customer in the course of an order as strictly confidential.

9. final provisions

9.1 The place of performance and jurisdiction is the registered office of Paradox-Grafix - Marco Giorgino if the contracting parties are merchants, legal entities under public law or special funds under public law, or at least one party has no general place of jurisdiction in Germany.

9.2 The invalidity of one of the above conditions shall not affect the validity of the remaining
provisions shall not be affected.

9.3 The law of the Federal Republic of Germany shall apply.

Version 07.06.2024 - Created by Paradox-Grafix - Marco Giorgino

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