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 'Act on Copyright and Related Rights (UrhG)'

These General Terms and Conditions (GTC) are binding for all orders placed with plato.designgroup. The application of the client's terms and conditions requires the express written confirmation of plato.designgroup.

 

Preamble

The designer works as a freelance creative. As a specialist, he collaborates across disciplines with everyone involved in the development of products, product systems, and graphics. Achieving optimal results is only possible on the basis of complete trust and close cooperation.

 

Contract start date and duration / Contract termination / Contract cancellation

The design contract between the client and plato.designgroup comes into effect upon the client's written order and/or its written confirmation by the contractor. The contract duration 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 constitutes good cause for termination.

If the client terminates the contract prematurely for good cause, for which plato.designgroup is not responsible, the contractor is entitled to the contractually agreed fee without deduction for any saved services and expenses. If the client terminates the contract for good cause and the designer is responsible for this cause, the designer is only entitled to the agreed fee for the portion of the work performed up to that point.

 

Definition

In the context of the design contract, this refers to:

3.1 “Proportional model” the model which has only the task of essentially revealing the external form, but in any case proportions;

3.2 “Design model” means the template that shows the technical function completely or partially, without regard to the external form.

3.3 “Functional model” means the model that shows the technical function completely or partially, without regard to the external form;

3.4 “Ergonomics model” is a model that serves to develop optimal operation or usability;

3.5 “Prototype” means the model created according to the manufacturing drawings, which largely corresponds to the later series sample in material and dimensions.

Designer's services

Depending on the type and complexity of a commissioned project, the services of plato.designgroup consist of project analysis, project conception, project planning, design sketches, design studies, designs, color concepts, design models, elevation and detail drawings, construction documents, style templates, investigations, as well as consulting and mediating development and production support.

 

Services provided by the client

The client provides the designer with all information necessary for the fulfillment of the order and, if necessary, provides samples, parts, documents,

Drawings and other project-related media are provided free of charge to plato.designgroup at its own risk and – unless otherwise agreed – without any obligation of care, safekeeping, or return. If this is not possible, plato.designgroup will procure items, information, and documents by arrangement. The client bears the costs for this. The designer is only obligated to conduct a review of the accuracy and completeness of the provided documents and information beyond general plausibility if expressly agreed upon in writing.

 

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 undertaken, and the project environment. This applies in particular to findings and experiences that could influence the progress of project work.

Exclusivity / Non-compete agreement

plato.designgroup undertakes to inform the client of any potential conflicts of interest and, upon request, to grant the client exclusivity for the duration of the project for specifically defined direct competitors, product areas, products, or services. An extension of this exclusivity beyond the project duration can be agreed upon for an appropriate fee. The client undertakes to inform plato.designgroup if, during the project duration, they engage third parties for the same or similar task.

Confidentiality / Mutual secrecy / Data protection

All information that becomes known to plato.designgroup in the course of cooperation with the client will be treated as strictly confidential and will only be passed on to third parties if this is necessary for project processing and has been agreed upon beforehand.

The client similarly undertakes to treat all information concerning plato.designgroup that becomes accessible to them during the collaboration as strictly confidential, unless disclosure to third parties is agreed upon beforehand. This agreement also applies beyond the duration of the collaboration.

 

Subject matter of the contract / Scope of the contract / Territory of the contract / Area of application

The subject matter and scope of the contract are defined 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 contractual territory is the Federal Republic of Germany and the territories of the other member states of the European Union. Any additional contractual territories must be agreed upon in a case-by-case basis.

 

Changes to the scope of the contract

If new insights gained during project execution or new considerations from the client result in changes or expansions to the scope of the contract, an agreement must be reached. If such an agreement cannot be reached, both parties may terminate the contract prematurely for good cause in accordance with Section 4.3.

 

Project assignment

The project brief contains a task description provided by the client, outlining the essential objectives and content of the project. The involvement of plato.designgroup in formulating this project brief is recommended. The scope of services provided by plato.designgroup within a project is described in a project proposal. The contract between the client and the designer becomes legally binding upon written order placement by the client and written confirmation of the order by plato.designgroup. Should changes or additions to the scope of the project arise due to new insights gained during project development or new considerations from the client, these will be incorporated by mutual agreement. Any additional work incurred by plato.designgroup will be billed accordingly.

 

Project duration and premature project termination

The project start date, duration, and anticipated completion date are determined jointly by the client and designer and are incorporated as integral parts of the project proposal and its order confirmation. The client is entitled to terminate a project at any time. In this case, the services rendered by the designer up to that point, as well as any incurred and documented expenses, will be invoiced. A work phase already begun when the client terminates the project will be considered completed, even if the client waives the right to receive and potentially use the work results of that phase. Any use, in whole or in part, of ideas, designs, and results developed by the designer up to the point of premature project termination requires a separate agreement with the designer.

 

Processing times and deadlines

Plato.designgroup will adhere to processing times and deadlines according to the jointly developed project plan whenever 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 rights of use / Delimitation of rights of use

The right to use, produce, and distribute the commissioned work designed by plato.designgroup transfers to the client upon fulfillment of the contract. The scope of this transfer must be agreed upon separately in writing in each case. The client acquires no rights to variations of the design, unfinished sketches, models, and drawings. These may not be executed, used, 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 variations and to subsequently select a design for implementation. An agreement regarding the transfer of rights to ideas, solutions, and designs contained in design studies requires a commission 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 against appropriate remuneration.

 

Use by third parties / Transfer of rights to third parties

If products designed by plato.designgroup under this agreement are to be supplied to other producers or distributors at any time, either in their original or a modified form or design, or manufactured and/or distributed by such parties under their own name, the consent of plato.designgroup is required. Compensation for this transfer must be agreed upon. The same applies to designs by plato.designgroup that were not ultimately produced.

Intellectual property claim and application

For all designs, plato.designgroup claims protection under copyright law (UrhG), industrial property rights, and commercial competition law. Any design-relevant changes to designs or to products manufactured according to designs by plato.designgroup must be communicated to the designer and require their approval. The client is entitled, after fulfillment of the contract, 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 a separate agreement.

 

Remuneration / forms of remuneration

The services provided by plato.designgroup and their remuneration are detailed in a contract or project proposal from the designer. The method 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 fees and compensation claims of plato.designgroup, as specified in this contract, are due at the separately agreed-upon times. All invoiced fees and costs of the designer are payable by the client within the payment period without deduction. The agreed-upon fees and costs are net prices, plus applicable VAT.

 

Right of retention / Set-off / Reservation of title

The client has neither a right of retention nor a right of set-off with regard to the designer's outstanding invoices.

Offsetting against the fee claim is only permissible with an undisputed or legally established claim of the client.

The designer retains exclusive ownership rights to all designs, drawings, and models until payment has been received in accordance with the contract.

Designs and verbal, two- or three-dimensional design representations and design descriptions will only be provided to the client.

Usage rights are granted, but ownership rights are not transferred. Therefore, the originals must be returned to the designer after a reasonable period unless a different agreement has been expressly made.

 

Decision regarding product realization.

The client is solely responsible for making decisions on technical and economic matters. Concepts, drafts, and drawings submitted to the client by the designer are deemed approved unless the client provides the designer with unambiguous statements, demands, or information to the contrary within 10 days of submission. In case of doubt, persons participating in meetings on behalf of the contracting parties are considered authorized to make agreements on project-related matters within the scope of this contract.

 

Liability and complaints

plato.designgroup is not liable for the novelty, feasibility, or economic viability of its designs and furthermore assumes no responsibility for ensuring that the production and distribution do not infringe upon the rights of third parties. plato.designgroup excludes liability for consequential damages and lost profits. The contractor's liability with respect to all claims arising from the

The contractual relationship with the client is limited to direct material damage to the items provided by the client caused by gross negligence or intent, unless otherwise agreed in Section 6.1 of these terms and conditions.

Compensation is limited to replacement costs. Any further liability of plato.designgroup is excluded. Complaints are only admissible insofar as they relate to deviations of the designs, drawings, and models submitted by the designer from the agreements made with the client. The client's warranty claims are limited to claims for rectification in this respect.

 

Designer credit / Identification / Notes

By agreement, the client may credit plato.designgroup as the designer on the products designed by the designer, as well as on advertising materials for them and in publications about them. The form of the attribution must 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 indicating the designer's authorship, at the designer's discretion, provided this is technically feasible, does not impair the overall impression of the product, and does not infringe upon the client's legitimate interests.

 

Sample copies and complimentary copies

plato.designgroup is entitled to receive 1-3 complimentary copies from the first production run of any product manufactured according to their design, free of charge, for the designer's office for archiving, exhibition, and reference purposes. For products with a manufacturing value (MW) exceeding €1,000 or with large dimensions, by prior arrangement, parts of the product and professional-quality color slides produced at the client's expense will suffice. The designer also receives 10 complimentary copies of any advertising materials, printed matter, or similar items produced for products manufactured according to their designs.

 

validity

By placing an order, these terms and conditions are accepted. Any additional and/or differing agreements between the client and the designer must be 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 by members of his team. German law applies to the relationship between the client and the designer. This also applies to foreign clients.

 

Arbitration agreement

27.1 All disputes between the parties arising in connection with this contract or its validity shall be finally and bindingly settled in accordance with the Arbitration Rules of the Design Arbitration Court (ArbODes) in their version applicable at the commencement of the arbitral proceedings, to the exclusion of recourse to the ordinary courts.

27.2 For the arbitration proceedings, the parties agree that Mr. Attorney Bretz will be the sole arbitrator, and in his absence, another arbitrator appointed by him.

27.3 If the sole arbitral tribunal nevertheless fails to convene within two weeks of the commencement of the arbitral proceedings

If the proceedings come to a head, the President of the Association of German Industrial Designers (VDID) decides on the person of the arbitrator at the request of one of the parties.

27.4 The parties are jointly and severally liable to the arbitrator appointed by them for payment of the fee and necessary expenses for the arbitration in the amount stipulated in accordance with ArbODes.

 

Closing 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 replaced by both contracting parties by mutual agreement with a valid provision that comes as close as possible to the intended meaning and economic purpose of the invalid provision. These terms and conditions are based on the recommendations of the VDID (Association of German Industrial Designers).