General Terms and Conditions 2018
by plato.designgroup based on the non-binding recommendation of the VDID Association of German Industrial Designers eV
These Terms and Conditions are based on the provisions of the 'Law on Copyright and Related Rights (UrhG)'
All orders placed with plato.designgroup are subject to these Terms and Conditions. The application of the client's order and/or terms and conditions requires the express written confirmation of plato.designgroup.
Preamble
The designer works as a freelance creative artist. As a specialist, they collaborate in an interdisciplinary manner with all parties involved in the development of products, product systems, and graphics. Achieving optimal work results is only possible on the basis of complete trust and close collaboration.
Start and duration of the contract / termination of the contract / termination of the contract
The design contract between the client and plato.designgroup enters into force upon the client's written order placement and/or its written confirmation by the contractor. The duration of the contract will be agreed upon separately in writing. The design contract may be terminated prematurely by either party without notice only for good cause. Significant breach of contract despite a warning is considered good cause.
If the client terminates the contract prematurely for good cause, for reasons beyond plato.designgroup's control, the contractor is entitled to the contractually agreed fee without deductions for any services and expenses saved. If the client terminates the contract prematurely for good cause, and the designer is responsible for this reason, the designer is entitled to the agreed fee only for the portion of the services rendered up to that point.
Definition
For the purposes of the Design Contract:
3.1 “Proportion model” means the model whose sole purpose is essentially to show the external form, but in any case the proportions;
3.2“Design model” means the template that shows completely or only partially the technical function, without taking into account the external form
3.3 “Functional model” means the model that fully or partially demonstrates the technical function, without regard to the external form;
3.4‘Ergonomic model’ means a model that serves to develop optimal operability or usability;
3.5 "Prototype" means the model created according to the production drawings, which largely corresponds to the later series sample in terms of material and dimensions.
Designer services
Depending on the type and complexity of a commissioned project, the services provided by plato.designgroup include project analysis, project conception, project planning, draft sketches, design studies, drafts, color concepts, design models, elevation and detail drawings, construction documents, style templates, investigations, as well as advisory and mediating development and production support.
Services of the client
The client shall provide the designer with all information required to fulfil the order and, if necessary, provide samples, parts, documents,
Drawings and other order-related media are provided free of charge to the plato.designgroup office at the designer's own risk and—unless otherwise agreed—without any obligation to exercise due care, storage, or return. If this is not possible, plato.designgroup will procure items, information, and documents upon consultation. The client shall bear the costs. The designer is only obligated to review the accuracy and completeness of the documents and information provided beyond the scope of general conclusiveness based on an express written agreement.
Mutual information
The contracting parties undertake to provide each other with comprehensive information on all matters relating to the subject matter of the contract, the projects to be worked on, and the project environment. This particularly applies to knowledge and experiences that could influence the progress of the project.
Exclusion of competition / exclusivity
plato.designgroup undertakes to inform the client of any potential competitive conflicts and, upon request, to grant the client exclusive rights to directly identified competitors, product areas, products, or services during the contract term. An extension of this exclusivity beyond the contract term may be agreed upon for an appropriate fee. The client undertakes to inform plato.designgroup if it engages third parties for the same or similar tasks during the contract term.
Confidentiality / Mutual secrecy / Data protection
All information that becomes known to plato.designgroup in the course of its collaboration with the client will be treated strictly confidentially and will only be passed on to third parties if this is necessary for the project and has been agreed upon in advance.
The client also undertakes to treat all information concerning plato.designgroup that becomes available to them during the collaboration as strictly confidential, unless disclosure to third parties has been agreed upon in advance. This agreement also applies beyond the duration of the collaboration.
Subject matter of the contract / Scope of the contract / Territory of contract / Scope of application
The subject matter and scope of the contract are determined by the project proposal from plato.designgroup and the client's order confirmation, in conjunction with these General Terms and Conditions of the designer. The contract territory is the Federal Republic of Germany and the territories of the other member states of the European Union. Additional contract territories must be contractually agreed upon on a case-by-case basis.
Changes to the scope of the contract
If new findings during project processing or new considerations on the part of the client result in changes or extensions to the scope of the contract, an agreement must be reached. If this agreement cannot be reached, either party may terminate the contract prematurely for good cause in accordance with Section 4.3.
Project assignment
The project order contains a task to be specified by the client, which describes the essential objectives and content of the project. The participation of plato.designgroup in formulating this project task is expedient. The scope of services provided by plato.designgroup within a project is described in a project quotation. The contract between the client and the designer becomes legally effective upon the client's written order placement and written order confirmation by plato.designgroup. Any changes or extensions to the scope of the order resulting from new findings during project processing or new perspectives on the part of the client will be considered by agreement. The additional costs incurred by plato.designgroup will be invoiced.
Project duration and premature project termination
The start date, duration, and expected completion date of a project are agreed upon by the client and designer and are included as part of the project quote and order confirmation. The client is entitled to terminate a contract at any time. In this case, the services provided by the designer up to that point and the incurred and documented material costs will be invoiced. A work phase that has already begun when the project is terminated by the client will be calculated as completed even if the client waives the transmission and possible use of the work results from that phase. The full or partial utilization by the client of ideas, drafts, and results developed by the designer up to the time of premature project termination requires an additional agreement with the designer.
Processing periods and deadlines
Plato.designgroup will adhere to the processing timeframes and deadlines set out in the jointly developed project plan wherever possible. In the event of delays caused by the client, force majeure, or labor disputes, the schedule will be modified by mutual agreement.
Transfer of usage rights / definition of usage rights
The right to use, produce, and distribute the commissioned work designed by plato.designgroup is transferred to the client upon contract fulfillment. The scope of the transfer must be agreed upon separately in writing in each case. The client does not acquire any rights to variants of the design, unrealized sketches, models, and drawings. They may not be executed, exploited, or passed on to third parties without the consent of plato.designgroup. A design study to be prepared by plato.designgroup serves to develop solution areas and variants and the subsequent selection of a design for implementation. An agreement regarding the transfer of rights to ideas, solutions, and drafts contained in design studies requires a contract for further development or other agreements with plato.designgroup.
Design transfer to other products
The design developed by plato.designgroup or elements thereof may only be transferred to objects other than those described in the brief with the consent of the designer and in return for an appropriate fee.
Use by third parties / transfer of rights to third parties
If products designed by plato.designgroup under the contract are to be delivered to other producers or distributors at any time in their original or modified form or design, or if they are to be manufactured and/or distributed by such producers or distributors under their own name, the consent of plato.designgroup is required. A fee for this transfer must be agreed upon. The same applies to designs by plato.designgroup that have not been realized.
Claim and registration of intellectual property rights
For all designs, plato.designgroup claims protection under the laws governing copyright (UrhG), industrial property rights, and commercial competition. Any design-relevant changes to designs or to products manufactured based on plato.designgroup's designs must be communicated to the designer and require their consent. The client is entitled, after contract fulfillment, to register a design as a registered design or utility model at their own expense, naming the designer. The transfer of patentable inventor rights requires special agreements.
Remuneration / Fee forms
The services provided by plato.designgroup and their remuneration are set forth in a contract or project proposal submitted by the designer. The type of remuneration for the designer's services, as well as any agreements regarding the transfer and compensation of usage rights that deviate from Sections 16, 17, 18, and 19, are included in the proposal. By placing an order, the client legally accepts the scope of services, the type and amount of remuneration, and the usage agreements.
Payment terms
The agreed-upon remuneration claims of plato.designgroup are due at the dates specifically agreed within this contract. All invoiced fees and costs of the designer must be paid by the client within the payment period without deductions. The agreed fees and costs are net and subject to statutory VAT.
Right of retention / offsetting / retention of title
The client has neither a right of retention nor a right of set-off with regard to the designer's outstanding claims.
Set-off against the fee claim is only permitted with an undisputed or legally established claim of the client.
The designer reserves the exclusive ownership rights to all designs, drawings, and models until the contractual remuneration has been paid.
Drafts and verbal, two- or three-dimensional design representations and design descriptions are only made available to the client
Rights of use are granted, but ownership rights are not transferred. Therefore, the originals must be returned to the designer after a reasonable period of time, unless expressly agreed otherwise.
Decision on questions of product realization.
The client makes decisions regarding technical and commercial matters on their own responsibility. The concepts, drafts, and drawings submitted to the client by the designer are deemed approved if the client does not unequivocally submit any contradictory statements, demands, or information to the designer within 10 days of submission. In case of doubt, persons participating in meetings on behalf of the contracting parties are deemed authorized to make agreements on project-related matters within the framework of the contract.
Liability and complaints
plato.designgroup is not liable for the novelty, feasibility, or commercial viability of its designs and furthermore assumes no liability for the non-infringement of third-party rights during production and distribution. Plato.designgroup is not liable for consequential damages and lost profits. The contractor's liability with regard to all claims arising from the
The contractual relationship with the client is limited to direct material damage caused by gross negligence or intent to the items provided by the client, unless otherwise agreed in accordance with Section 6.1 of these contractual terms and conditions.
Compensation is limited to the replacement cost. Any further liability of plato.designgroup is excluded. Notices of defects are only admissible to the extent they relate to deviations in the designs, drawings, and models submitted by the designer from the agreements agreed with the client. The client's warranty claims are limited to claims for rectification.
Attribution of the designer / labeling / notes
By agreement, the client may name plato.designgroup as the designer on the products designed by the designer, as well as on advertising materials for them, or in publications about them. The form of this marking shall be agreed upon. The designer may request that the products manufactured according to their design, advertising materials for them, and publications about them be marked with a designation of the designer's choosing that refers to the designer as the designer, provided this is technically feasible, the overall impression of the product is not impaired, and the legitimate interests of the client are not violated.
Samples and free copies
plato.designgroup reserves the right to provide each client with 1-3 sample copies from the first series produced according to their design, free of charge, to the designer's office for archiving, exhibition, and reference purposes. For products with a production value (CC) of more than €1,000 or large dimensions, parts of the product and professional-quality color slides produced at the client's expense are sufficient, after consultation. The designer also receives 10 sample copies of advertising materials, printed materials, etc., produced for products produced according to the designer's designs.
validity
By placing an order, these Terms and Conditions are accepted. Any additional and/or deviating agreements between the client and the designer must be made in writing.
Place of performance and jurisdiction / German law
The place of performance and jurisdiction for both parties is Munich. The designer's services are generally represented by the designer himself or members of his team. The relationship between the client and the designer is governed by German law. This also applies to foreign clients.
Arbitration agreement
27.1 All disputes between the parties arising in connection with this Agreement or its validity shall be finally and bindingly settled in accordance with the Arbitration Rules of the Court of Arbitration for Design (ArbODes) in their current version at the time of commencement of the arbitration proceedings, excluding recourse to ordinary legal proceedings.
27.2 For the arbitration proceedings, the parties agree that Mr Bretz, Attorney at Law, shall be the sole arbitrator or, in his absence, another arbitrator appointed by him.
27.3 If the sole arbitral tribunal nevertheless does not reach a decision within two weeks from the commencement of the arbitral
If the proceedings are concluded, the President of the Association of German Industrial Designers (VDID) shall decide on the person of the arbitrator at the request of one of the parties.
27.4 The parties undertake jointly and severally to pay the arbitrator appointed by them the fees and necessary expenses for the arbitration in the amount determined in accordance with the ArbODes.
Concluding remarks, nullity clause
Should any provision of this agreement be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be mutually agreed upon by both parties to the contract with a valid provision that comes as close as possible to the content and economic meaning of the invalid provision. These terms and conditions are based on the recommendations of the VDID Association of German Industrial Designers.