§ General terms and conditions:
The following terms and conditions are the basis of all services and offers made by KORYTKO® SAS and shall also apply to all future business conditions, even if they are not expressly agreed upon again.
Deviating terms and conditions of business of the business partners will only become part of the contract if they have been expressly agreed upon in advance or in writing.
All legal relations between KORYTKO® SAS, hereinafter referred to as the „Contractor“ or „Agency“, and the Customer shall be governed by the laws of the French Republic.
The contractor will look after the interests of the customer to the best of his ability. In the spirit of a trustful cooperation, the customer, for his part, will provide the contractor with all data required for the proper completion of the order for strictly confidential treatment.
The Client appreciates and respects the Contractor’s artistic freedom and design and will give him the necessary freedom for creative work.
Both parties are committed to the self-image that all exchanged information will be treated confidentially. Especially insider trading is expressly prohibited and confidential information may not be used for personal benefit!
§ 1 Offers
- The scope and content of the services shall in each case be based on the written offers of the Agency, unless the Client and the Agency (hereinafter referred to individually or jointly as „Party(ies)“) have reached a different agreement. The offers of the Agency are generally referred to as cost estimates. If the parties agree on a change in the scope or content of the services, the Agency shall prepare an updated offer and send it to the customer.
- A contract is concluded between the parties when the customer accepts the offer orally, in writing or conclusively by using the services of the Agency.
- The Agency shall not undertake any legal – in particular competition law – checks in connection with its services – as these correspond to separately agreed additional services. However, the Agency shall endeavour to comply with all legal guidelines at all times. If the customer wishes an examination – this is carried out with our partner law firms – (whose services are always to be remunerated 1:1 additionally).
§ 2 External services – placing of orders with third parties
- The agency is entitled to carry out the commissioned services itself or to commission third parties. Should this case occur – the customer will be informed in advance.
- If the Agency commissions third parties in its own name to produce advertising material for the customer, the Agency shall not be liable for defective performance by the commissioned third parties, unless the parties have reached a different agreement.
§ 3 Deadlines – Dates – Force majeure
- Quotations usually do not receive fixed deadlines or dates. Such deadlines or dates are usually only set during the order processing. Performance times of the agency are generally not fixed dates (§ 323 para. 2 BGB, § 376 HGB)
- The observance of agreed dates and deadlines requires the timely and proper fulfillment of all obligations to cooperate on the part of the customer, in particular the customer must immediately release all layouts and drafts either verbally or in writing or notify any objections.
- If the customer is in default or violates his obligations to cooperate, the Agency shall be entitled to demand compensation for the damage incurred by the Agency in this respect, including any additional expenses.
- If failure to meet an agreed date or deadline is due to an event of force major, i.e. an unforeseen event over which the Agency has no influence and for which the Agency is not responsible (e.g. governmental measures and orders (whether valid or invalid), fire, floods, storms, explosions or other natural disasters, mobilizations, wars, riots, labor disputes, including strikes and lockouts), the deadline shall be extended by the duration of the events causing the delay, provided that these obstacles are demonstrably of not insignificant influence on the completion of the service.
§ 4 Prices – Remuneration – Terms of payment
- As usual in the creative sector, agreed prices are net prices to which the applicable value added tax is added. The agency will invoice the customer separately for customs duties or other information, including information arising subsequently.
- The Agency shall be entitled to invoice the Customer for partial services and the Agency shall be entitled to demand advance payments from the Customer for additional services or external services.
- As a rule, the Agency concludes special agreements with its customers – which, in addition to fixed or ongoing budgets, receive performance-based participations as a fixed component of the partnership and employment relationship. Unless the parties conclude a special agreement, the applicable daily rate of the contractor is 12.000,00 €. Unless the parties have agreed otherwise, a down payment of 50% is to be made before project implementation. The remaining 50% are to be paid within 7 days after receipt of the finished service/product. If the ordered work, products or services are accepted in parts after consultation, a corresponding partial payment is due upon acceptance of the product/service and is to be paid within 7 days. In case of delay of payment of the mentioned payment date as well as subsequent reminder at intervals of 7 calendar days, the agency is entitled to immediately withdraw from the contract without special, prior notice. In these cases, all claims of the Agency, including all claims from the ultimately shut down and current contract, shall become due for payment to the customer immediately in one amount without special request. In the event of a delay in payment of 7 days according to the initial invoice, the Agency may impose a production stop. If insolvency becomes known, the Agency shall be entitled to withdraw from the contract with the Client without notice.
§ 5 Special services – incidental and additional costs
- Special services, such as the reworking or changes to pure layouts, manuscripts, concepts, service processes, etc., which are requested by the customer due to changes in the order/contract content, will be invoiced separately.
- Travel costs and expenses for trips to be undertaken in connection with the order and agreed with the client or deemed necessary shall be reimbursed by the client.
- Within the scope of the order, there is freedom of design. Complaints and change requests regarding the artistic design after the accepted completion are to be charged to the client with additional costs.
- If the customer wishes changes to the final draft/layout after he has previously declared it to be flawless (verbally or in writing), the customer must also bear the additional costs.
- If no special agreement has been made: the contractor will grant the customer 3 correction loops. The first correction loop usually takes place during the first concept presentation in which the client can give comprehensive feedback and request major changes. Correction loop two includes alterations – but not a complete new conversion and must be carried out to an appropriate extent. The last and third correction loop includes minor changes such as position changes, text exchange, minimal color adjustments and error corrections.
§ 6 Liability
- The agency undertakes to carry out the order with the greatest possible care, in particular to treat templates, films, work data, internal company documents etc. provided to the agency with care. The Agency shall only be liable for damages incurred in cases of intent and gross negligence. However, compensation for damages exceeding the value of the material is excluded.
- The Agency shall not be liable for drafts, texts, final versions, electronic media, concepts, products released by the Client. Should the Agency be held liable by third parties in or out of court for the use of the data provided by the Client, the Client hereby declares with legal effect that he will indemnify the Agency in full against any and all claims and reimburse all costs upon the Agency’s first request.
- The agency regularly licensed so-called stock materials for the client in the form of pictures, video and sound. The agency acquires for its customers exclusively the standard licenses offered there. If, however, it should be determined in consultation with the customer that the scope and use of the standard license is not sufficient, the Agency shall inform the customer of this and instruct him/her to acquire an extended license, either independently or by special release and coverage of all additional costs incurred as a result. The Agency shall keep a list of all materials purchased for the customer. The customer shall be provided with an access or download option for the purchased materials, in which the license conditions shall also be listed separately in the form of a Word document, HTML file or PDF. A liability for the further use of the materials by the customer or by passing them on to third parties and their use or by internal company employees is excluded. The customer declares already today to hold the agency completely harmless and to replace all costs after first request of the agency.
§ 7 Rights of use
- All drafts, drawings, artwork, layouts, concepts and ideas, etc., produced by the agency are copyrighted works within the meaning of § 2 UrhG, even if they do not meet the requirements of § 2 UrhG.
- In the context of presentations or otherwise provided drafts and other services are to be treated confidentially, unless otherwise agreed in writing.
- The design work and its remuneration is not connected with any exclusive transfer of rights of use – unless a special agreement as described in §4 (3) has been concluded.
- The Agency shall transfer to the Client the rights of use necessary for the respective purpose the service provided by the Agency – excluded from this §6 (3) here corresponding rights apply. Unless otherwise agreed, the simple right of use is generally transferred. The exclusive right shall be remunerated separately.
- A transfer of the rights of use by the customer to third parties requires the written agreement and consent of the Agency – excluded from this §6 (3) here apply corresponding rights.
- The Agency shall be entitled to publish the services provided for the customer, in whole or in part, irrespective of the scope of the transferred right of use, for the purpose of self-promotion free of charge.
- Services, rights of use and delivered goods remain the property of the Agency until full payment has been made.
- The publication of open data sets (open graphic files – Photoshop, InDesign or similar) is a special provision that must be expressed by the customer at the beginning, which must be agreed separately. With the exception of this: Data sets that are absolutely necessary for production, e.g. for printing houses/productions for the realization. Even in this case, however, the Production company is not entitled to hand over the open data sets to the customer afterwards.
§ 8 Customer withdrawal
- Cancellations by the client are only possible with the written consent of the agency If the Agency agrees to a cancellation, the Agency has the right to charge a cancellation fee of 50% of the unbilled commissioned work of the overall project in addition to the services rendered and costs incurred, in which expenses incurred and lost profits are included.
§ 9 Final provision
- Should individual provisions of these general terms and conditions be invalid due to legal or court judgments, all other provisions shall remain unaffected. Instead of the ineffective business condition(s), the new legal regulation comes into force. Place of jurisdiction is France. The law of the Republic of France applies. Additional agreements, amendments and agreements deviating from these General Terms and Conditions – must be made in writing. Durrenbach, France – 2020 January.