General Terms and Conditions
Ivan Lemak IZDATO Moselstr. 8, 60329 Frankfurt am Main – hereinafter referred to as the “Agency” or “we”
1 Scope, Form
(1) These General Terms and Conditions (GTC) apply to all our business relationships with our customers. The GTC apply only if the customer is an entrepreneur (§ 14 BGB), a legal entity under public law, or a special fund under public law.
(2) Unless otherwise agreed, the GTC apply in the version valid at the time of the customer’s order or, in any case, in the version last communicated to the customer, as a framework agreement also for similar future contracts, without the need for us to refer to them in each individual case.
(3) Our GTC apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the customer become part of the contract only if we have expressly agreed to their applicability. This requirement for consent applies in every case, for example, also if we execute the order without reservations, being aware of the customer’s GTC.
(4) Individual agreements made with the customer (including ancillary agreements, supplements, and changes) take precedence over these GTC in every case. The content of such agreements is determined, subject to proof to the contrary, by a written contract or our written confirmation.
(5) Legally significant declarations and notifications by the customer regarding the contract (e.g. setting deadlines, notification of defects) must be made in writing, i.e., in writing or in text form (e.g. letter, e-mail, fax). Legal formal requirements and further evidence, especially in case of doubts about the legitimacy of the declarant, remain unaffected.
(6) References to the applicability of statutory provisions have only clarifying significance. Even without such clarification, the statutory provisions apply unless they are directly modified or expressly excluded in these GTC.
(7) Contracts with the customer are concluded exclusively in German or Russian. If the customer’s order is made in German, the German version of these General Terms and Conditions is exclusively binding. If the order is made in Russian, the Russian version of these General Terms and Conditions is exclusively binding.
2 Offer and Conclusion of Contract
(1) Offers and price information contained in brochures, advertisements, and other promotional materials are non-binding and subject to change.
(2) Our offers remain binding for 14 calendar days after submission, unless expressly stated otherwise in the offer. The customer has the right to accept the offer within this period. The relevant date for the compliance with the deadline is the moment when we receive the customer’s acceptance.
(3) It is clarified that preliminary work such as sketches, test prints, and planning concepts are chargeable services of the agency, unless otherwise agreed in the individual case.
(4) It is further clarified that optimizations for smartphones, tablets, large monitors, etc., and accessible web design are optional services of the agency. These are only owed if they are explicitly listed in the offer. This also applies to any other support services not listed in the order.
3 Customer’s Obligations to Cooperate
(1) The customer is obliged to provide the agency with the essential data, product information, and templates required for the service, to be handled with strict confidentiality. Where possible, the corresponding information should be provided in digital form and in a corrected final version.
(2) If the customer provides templates/information for use in the design, they assure that they are authorized to transfer and use these templates/information. Furthermore, it is solely the responsibility of the customer to ensure that no third-party rights, especially copyright, are violated through the execution of the order. The customer shall indemnify the agency from all third-party claims arising from such a legal violation.
For the imprint and privacy policy, the agency will provide a computer-generated template with the data provided by the customer. It is the customer’s responsibility to have this checked for accuracy and completeness by a lawyer. The agency assumes no liability for the imprint or privacy policy.
(3) If the customer accepts a design proposal from the agency, this is considered approval. Due to technical and organizational reasons, any subsequent changes are generally associated with additional costs. Therefore, each change request by the customer after approval is legally considered an offer to conclude a new contract, which also cancels the existing contract. We are entitled to reject this offer. If we accept the offer, we are entitled to charge for any additional costs, which will be communicated to the customer when the change request is made.
(4) After the service has been provided, the customer must accept the service within two weeks of completion. After this period, without a notification of defects, the service is considered accepted. If the customer refuses acceptance due to non-negligible defects, they must notify us in writing, specifying the defects. The customer will allow us a reasonable period to remedy the defects.
4 Delivery Deadline
(1) The delivery deadline will be individually agreed upon or specified by us upon acceptance of the order.
(2) If we are unable to meet binding delivery deadlines due to reasons for which we are not responsible, we will inform the customer immediately and provide the estimated new delivery date. If the service is not available even within the new delivery date, we are entitled to withdraw from the contract, either in full or in part; any consideration already provided by the customer will be refunded promptly.
(3) Due to insufficient cooperation from the customer, delivery deadlines may be reasonably extended, for example, if the necessary data is not provided by the customer completely or on time.
5 Prices and Payment Terms
(1) Unless otherwise agreed upon in individual cases, our current prices at the time of the conclusion of the contract apply, plus statutory VAT and, if applicable, shipping costs.
(2) When goods are shipped, the customer bears the transport costs from the warehouse and the cost of any transport insurance they may request. Any customs duties, fees, taxes, and other public charges are to be borne by the customer.
(3) GEMA fees and other usage-related compensations, as well as artist social security contributions, are to be borne by the customer.
(4) The amount invoiced is due for payment within 14 days of the invoice date. 50% of the estimated price is to be paid as an advance at the start of the contract. However, we are also entitled to provide the service in whole or in part only against advance payment, even in the course of an ongoing business relationship. We will state this reservation at the latest in our offer.
(5) Unless otherwise agreed, we are entitled to request reasonable advance payments at regular intervals.
(6) If the customer fails to pay within the above payment period, they are considered to be in default. The outstanding amount will accrue interest at the applicable statutory default interest rate. We reserve the right to claim further default damages.
For merchants, our claim to commercial due interest (§ 353 HGB) remains unaffected.
(7) The customer is only entitled to offset or withhold payments to the extent that their claim is legally established or undisputed. The customer’s rights of setoff remain unaffected in the event of defects.
(8) If it becomes apparent after the conclusion of the order (e.g., by filing for bankruptcy) that our claim to the agreed payment is jeopardized due to the customer’s lack of solvency, we are entitled, according to the statutory provisions, to refuse performance and, if necessary after setting a deadline, to withdraw from the contract (§ 321 BGB).
6 Reference/Brand Usage
(1) The agency is entitled to use protected trademarks, logos, names, or other business identifiers of the customer as a reference.
(2) The agency is entitled to display its contact information and/or logo on the designed advertising materials to a reasonable and industry-standard extent. In particular, the customer agrees to include a reference and a link to the agency (www.izdato.agency) in the imprint of the created website.
7 Usage Rights / Intellectual Property / Licenses
(1) Sketches, designs, logos, layouts, concepts, and all other media created or designed for a customer as a result of an order or as preliminary work are the personal intellectual creations of the agency and remain with the agency, regardless of whether the conditions of the Copyright Act are applicable in the individual case.
(2) The agency will transfer to the customer, upon full payment of all invoices related to the order, the necessary usage rights and/or licenses required for the use of the works and services to the extent agreed upon for the order. If no license is mentioned in the order, no license is granted. Any further use requires prior written consent from the agency.
(3) Usage rights for works that have not been fully paid for upon completion of the contract remain with the agency, unless otherwise agreed.
(4) The scope of the licenses granted for programming services is specified in the description in our offer.
(5) The transfer of usage rights to third parties by the customer requires the prior written consent of the agency.
8 Liability for Defects
(1) The agency is liable for damages resulting from its own defects, delay, or non-fulfillment of its obligations. However, the agency’s liability for damages arises only after the customer has informed the agency of the complained defects and the agency has not remedied the defects within a reasonable period. The liability for damages includes, but is not limited to, the costs for new concepts, planning, and production of the advertising performance.
(2) The agency undertakes to carry out the work entrusted to it with professional and commercial care, to the best of its knowledge and in accordance with generally accepted principles. It is the customer’s responsibility to check the legal permissibility of the actions at their own risk.
(3) The agency designs websites – unless otherwise agreed – to be compatible with the second-to-last version of the browser and operating system, based on the standard screen size. All common modern browsers will be tested: Firefox, Safari, Google Chrome, and Edge.
9 Other Liability
(1) Unless otherwise stated in these terms and conditions, including the following provisions, we are liable for violations of contractual and non-contractual obligations according to the legal regulations.
(2) We are liable for damages – regardless of the legal basis – under the principles of fault liability in cases of intent or gross negligence. In cases of simple negligence, we are only liable, subject to a more lenient standard of liability, according to legal regulations (e.g., for the care in our own affairs) for:
a) damages resulting from injury to life, body, or health,
b) damages resulting from a non-negligible violation of an essential contractual obligation (an obligation whose fulfillment is necessary for the proper execution of the contract and on which the contract partner regularly relies or may rely); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.
(3) The liability limitations resulting from paragraph 2 also apply in cases of a breach of duty by persons whose fault we are legally responsible for. They do not apply if we have concealed a defect fraudulently, have provided a guarantee for a specific condition, or in cases of claims by the customer under the Product Liability Act.
(4) In the event of a breach of duty that does not consist of a defect, the customer can only withdraw from or terminate the contract if we are responsible for the breach. A right to free termination of the contract by the customer (particularly according to sections 651, 649 of the German Civil Code) is excluded. Otherwise, the statutory requirements and legal consequences apply.
(5) The agency is not obligated to carry out data backups after the completion of the project, unless explicitly agreed with the customer. The responsibility for data backup lies solely with the web hoster or the customer.
(6) In any case, the liability is limited to the agreed contract value.
(7) Unless explicitly mentioned in the offer, we do not provide ongoing support after the completion of our service.
10 Data Protection
(1) The Agency processes personal data of the customer only in accordance with the applicable data protection laws, including the EU General Data Protection Regulation (GDPR). Personal data refers to any information relating to an identified or identifiable individual, such as name, email address, or IP address.
(2) The Agency is committed to taking all necessary technical and organizational measures to ensure that personal data is protected from unauthorized access, disclosure, alteration, or destruction.
(3) The customer grants permission for the Agency to collect and process personal data for the purposes of fulfilling the contract. This includes the collection of data necessary for communication, billing, and project execution.
(4) If the customer provides personal data of third parties (e.g., employees, users, or customers), they must obtain the necessary consent from those third parties to process their personal data.
(5) The Agency ensures that any third parties involved in the processing of personal data (such as hosting providers) adhere to data protection regulations.
(6) The customer may request access to, correction of, or deletion of their personal data at any time, in accordance with applicable data protection laws. If the customer no longer requires the Agency’s services, all personal data will be deleted in accordance with applicable data retention laws, unless further retention is required by law.
11 Applicable Law and Jurisdiction
(1) The contract between the Agency and the customer is governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
(2) If the customer is a merchant according to the German Commercial Code (HGB), a public-law legal entity, or a special public-law fund, the exclusive jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the Agency’s registered office in Cologne. The same applies if the customer is an entrepreneur as defined by § 14 of the German Civil Code (BGB). However, the Agency is also entitled to file a lawsuit at the place of performance of the delivery obligation according to these terms and conditions or a priority individual agreement, or at the general jurisdiction of the customer. Priority legal provisions, especially those on exclusive jurisdiction, remain unaffected.
12 Final Provisions
(1) If individual provisions of these terms and conditions are or become invalid or unenforceable, this will not affect the validity of the remaining provisions. The parties will replace the invalid or unenforceable provision with a valid and enforceable provision that most closely reflects the intended purpose of the invalid provision.
(2) These terms and conditions and the associated contracts are subject to German law, with the exception of international private law provisions and the UN Sales Convention (CISG).
(3) The customer may not transfer their rights or obligations under the contract without the prior written consent of the Agency.
