terms

The present Terms are a translation of the terms and conditions of eda.c. The original legally binding document is the version in German language, which is accepted by the client. This translation provided to the client for convenience. The client may find the original terms and conditions (Allgemeine Geschäftsbedingungen) here.

1. General Provisions

1.1. Any offer, order, delivery, service or agreement concluded by eda.c gmbh & co kg, Wilhelm-Tell-Str. 25, 40219 Düsseldorf, shall be governed by the present terms under German copyright law, even if no explicit reference to such Terms is made in individual cases. Any deviating customer terms and conditions, including any purchasing terms, shall not apply even if not explicitly contradicted.

1.2. The Terms shall govern any kind of work achieved by eda.c, including advisory tasks, design tasks, software development tasks, and any other task; being understood that some clauses may only apply to specific tasks. Any outcome shall be subject to German copyright law even if the requirements for protection do not apply in any particular case.

1.4. The client understands that any kind of work of eda.c (text, designs, software, models, pictures) are subject to copyright protection, and owned by eda.c. Limited permission of usage and exploitation on these works is transferred to the client upon full payment as detailed below.

2. Contract

2.1. The contract between the client and eda.c shall be concluded upon receipt by the eda.c of the quote accepted by the client or the order is received. The acceptation of the quote by the client is considered as order form. This transaction can be concluded in writing or tacitly, notably by any communication, written or oral, notifying eda.c that the client wants eda.c to start the provision of services.

2.2. The contract between eda.c and the client lasts until the delivery of services ordered by the client is concluded, including any warranties.

2.3 It is understood that the contract between the client and eda.c does not constitute an association between them or an employment relationship. In any event eda.c is an independent company who is in no way subordinate to the client in the course of its activities.

2.4 Depending on the nature of the services, eda.c may create a directory of services. This document cannot be changed without explicit permission from eda.c.

2.5 The client acknowledges that eda.c may contract with third parties in order to complete the order. The client authorizes eda.c to mandate subcontractors and spend a part of the budget on subcontractors.

3. Compensation

3.1 The works delivered form a unity consisting of eda.c's work within the context of the services, and the price set for each usage and exploitation licence related to the work delivered to the client. Upon client request, eda.c will present a detailed quote for the services to be delivered. The price defined by eda.c shall at any time be understood as a net price, excluding applicable VAT. The payment of an advance equal to 50 % (fifty percent) of the total amount of the quote deposit shall be realized upon acceptance of the quote. A different advance payment can be determined in the quote. The mentioned prices for licenses are only valid for the duration specified in the quote (or by default worldwide for 3 years). Any extension of such licenses involves the payment of a new amount, determined by eda.c at the time of renewal.

3.2. Unless otherwise agreed, the full payment shall occur within 14 days after reception of the invoice. Prices and rates are valid throughout the provision of services including any extensions of the agreed time frame, and may not be revised after placing the order. eda.c will begin service provision only after receiving the advance payment, but may in certain cases start despite payment delays.

3.3. If eda.c delivers works without granting any usage or exploitation rights to the client, license fees do not apply.

3.4. If works are used or exploited later or more extensively than originally agreed on, eda.c has the right to charge additional license fees separately.

3.5. All services provided by eda.c are subject to charges, except explicitly agreed otherwise. The price indicated on the quote is only related to the services clearly mentioned on the quote. Therefore all meetings, appointments, research or study, development or any activity produced within the context of services is chargeable to the client if it exceeds the work activities and deliverables listed in the quote. It is understood that any additional task such as modifications or variations, which has not been included in the quote, shall be paid on top as additional costs.

3.6. Supplies necessary for the performance of the services, including illustrations from all sources, archives, materials used for the mock-ups or any travel and hotel costs are not included in the price and will be charged in addition to the price of services. The client shall pay all print and logistics costs.

3.7. It is understood by the client that eda.c may add new or increased applicable tax rates to its pricing without prior notice.

3.8. Any delay in payment shall open the right to eda.c to apply damages five times higher as the legal default interest provisions. Moreover all recovery costs may be charged to the client.

3.9. It is understood that the payment of any placed order is due on realization of services and delivery of works, even if the result does not meet the expectations of the client. The client shall not use the work until full payment has been made; no licence, even partial, shall be granted by eda.c to the client until reception of the full payment.

3.10. If an order requires a longer period of service delivery or investments from eda.c, suitable breakdown payments shall be arranged.

4. Process

4.1 A final mock-up will be submitted to the client prior to production, to obtain his definitive acceptance. Before production client shall have a maximum 14 days period to ask for modifications, after that all mock ups shall be tacitly validated. Any additional modifications will delay the predicted final date of delivery.

4.2 If the client does not submit a detailed written statement of deficiencies within a delay of two weeks after receiving the works, all project results are tacitly validated and released for production and publication.

4.3 In the event that the changes required by the client imply a substantial change in services or specifications, and a new quote shall be established between eda.c and the client.

4.5 Production support (for print) is excluded from the services except otherwise specified. If production support is required, eda.c may give directions and orders as needed. eda.c is liable only for gross negligence.

4.6 The client shall hand over five perfect copies without deficiencies, free of charge. eda.c may use these copies for advertising and promotion purposes for its services.

4.7 The client cannot refuse acceptance of the works for creative and artistic reasons. Creative liberty is part of the assignment.

4.8 The client may demand only rectification of defects. Only if two attempts to rectify any defects have failed, any further warranty may be claimed.

5. Order

5.1. In order to allow eda.c to perform the services and without request, the client will provide all information and documentation for eda.c to provide the services within reasonable delay.

5.2. Delivery deadlines require a written agreement. The delivery date specified in the estimate is for information only and not legally binding. For the duration of validation of results of work by the client, the time from the reception of a draft version until validation by the client extends the agreed time for delivery. If the client requires changes to the works after placing the order with influence on the production schedule, the time for delivery is extended accordingly. For any delay in delivery, the client is entitled to exercise any legal rights only after a reasonable grace period has ended.

5.3. The client shall communicate any modification of the order in writing. Any modification implying a substantial change in services or specifications will be subject to a new quote and may lead to over-cost to be paid by the client.

5.4. In case of cancellation of an order, eda.c will keep the deposits received since the acceptance of the quotation by the client. eda.c may also request reimbursement of all cost which occurred before the cancellation of the order. eda.c reserves the right to seek additional compensation according to the progress of the work related to the services and to the harm suffered by the client due to the cancellation of an order.

5.5. eda.c will deliver the agreed works on time, but is not responsible for their fit for purpose and adequate usage.

Copyright

6.1. The copyright on the Works of eda.c shall remain the ownership of eda.c. Original works remain the property of the author, who may request their returning after they have been used according to the license agreement and duration.

6.2. The client shall be granted a copyright licence after full payment to eda.c has been made. This copyright licence shall permit the client to personally use the works in the conditions stipulated in the quote, without any right of copying, duplicating, selling, licencing or adapting the works. Any adaptation of the works shall be made by eda.c or be authorized by eda.c. A transfer of these rights to third parties requires a written agreement.

6.3. It is understood that even if the client or its employees have made recommendations or suggestions to eda.c as part of the Services, all copyright on works created in the context of the services remain the sole property of the eda.c. In no event shall the client be considered co-authors of the works. The client has no right to obtain development stage or draft versions of the works.

6.4. Neither original works nor reproductions may not be changed in part or entirely, without agreement by eda.c. Any reproduction, modification or use of the works exceeding the agreed terms of use of the license is forbidden without written agreement by eda.c. In case of violation of these terms the client will pay a fine of two times the total agreed compensation.

6.5. The client acquires usage rights only for the final product and may not request computer files from intermediary stages. A handover of all files relevant to a project has to be agreed separately, and is subject to a separate license agreement including additional compensation. Modifications and reproductions require a written agreement from eda.c.

6.6. eda.c reserves the right to be credited within the works as author; in the case of printed materials within all copies, in the case of internet sites or similar publications at an appropriate location (Legal Information or Terms) and in the source code. Removing the mention of authorship is a violation of the license which entails a fine equal to the agreed total compensation.

6.7. All works produced for projects or proposals which are not retained by the client must be returned in full to eda.c, including all records, printed and digital documents. Projects or proposals not selected are the sole property of eda.c.

7. Software Licenses

7.1. In case the works delivered is a software application, the copyright for all components, printed materials and all copies remains with eda.c. The software is protected by copyright and according to international contracts. The client agrees to use the software like any other copyright protected material, but may either create a copy for purposes of archiving and backup, or install the software on a single computer system if the original is kept only for purposes of archiving and backup. Only with written permission from eda.c, the client may create copies of any printed materials delivered with the software.

7.2. The works may include some elements under a free software licence. The client acknowledges that such elements do not refrain eda.c from being owner of a copyright upon the Work. Furthermore, the client shall respect the terms of the applicable free software licence, notably if such element is provided under a restrictive Open Source software licence such as GPL.

7.3. Regarding audiovisual or interactive works including sounds, visual interfaces, videos, graphics, gestures or animations, only compiled or interpreted files are licensed to the client, while intellectual property rights of the source files remains held by the eda.c.

7.4. If the client has modified the works after delivery or integrated the works into a system, or if eda.c has designed the in a way that third party rights are violated works following client instructions, the client has to provide legal protection and assume sole responsibility for any claims by the third party.

7.5. The client is not authorized to decompile or do any kind of reverse engineering to the software.

7.6. The client may not rent or lease the software to a third party.

7.7. The client may transfer the license to use the software to a third party, if he does not keep any copy and transfers the full software (including all components, media, printed materials and the license agreement). If the software is an update, the transfer must include all prior versions.

8. Liability and Warranty

8.1. eda.c shall perform the order carefully and professionally, and handle with care any templates, documents and samples handed over by the client.

8.2. If eda.c sources services from third party service providers on behalf of the client, the client liberates eda.c from all liabilities incurred from this contract. The client shall reimburse any expenses for technical production and specific materials such as photos, reproductions, offset and printing.

8.3. eda.c shall select and guide with professional care any external contractors or partners tasked with the delivery of a subset of the services. If eda.c orders services from third parties, the external contractors shall not be considered assistants. In case of issues due to the work of the subcontractors, the client agrees to engage the sole responsibility of the deficient subcontractors.

8.4. eda.c assumes limited liability for the delivery of the work. Liability is limited to cases of misconduct or obvious negligence.

8.5. eda.c is not liable for conformity to competition and trademark law, and does not give any advice on legal and tax aspects related to the works. The client is responsible for performing the necessary checks.

8.6. Any damage suffered by the client as a result of technical failures external from eda.c, may not allow the client to decline, even partially, the payment of the Services. Such a situation do not imply a new delivery at eda.c expenses or compensation to the client by eda.c.

8.7. By approving the final version of the works after delivery, the client assumes full liability for any content communicated by the client, and eventually inserted in the works. eda.c is not liable for any defaults related to those parts of the order which have been approved by the client.

8.8. After delivery, the client has a legal warranty for hidden defaults on the works. If the client does not report in writing any default within 14 days of the delivery, the works shall be deemed approved without defaults. Any defaults which cannot be found within this delay have to be communicated in writing immediately after their discovery. eda.c shall not be held liable for any damages, material or immaterial, direct or indirect, in case of force majeure or events beyond its control.

8.9. From the final delivery and for a period of 30 days, eda.c provides technical maintenance tools, such as software or interfaces developed for the client. This maintenance is expected to detect any problems with works that could not be detected by the client prior to delivery. It is not a trial period during which he may request amendments on delivered works.

8.10. The client shall be responsible and liable for expenditure and delivery of draft and finished works, also if managed by eda.c on his behalf.

8.11. If the client does not follow instructions provided by eda.c for the use of the works or makes any modification, eda.c declines any liability.

8.12. Only if the client abides by all parts of the contract, eda.c shall be responsible for any repairs or corrections.

8.13. The client may not transfer to third parties any financial or other claims towards eda.c without written consent by eda.c. Only the client himself may make claims towards eda.c.

9. Creative Tasks

9.1. As independent creative contractor, eda.c has total freedom of creation, and shall not have to justify its creative choices. The client may not refuse approval of the works due to creative choices or questions of taste. Additional cost for modifications during or after production will be charged separately. eda.c may charge also for unfinished works.

9.2. eda.c may charge an adequate additional fee for any delay caused by the client, and claim compensation for any damages caused by the client due to intent or neglect. eda.c may also claim additional compensation for the delay.

9.3. The client confirms that he is the rightful copyright owner or licensee for all materials provided to eda.c, including texts, images, software products. If usage is not permitted for the performance of the service or the production of the works, the client assumes full liability for any damage or compensation claimed by third parties.

9.4. eda.c is not liable for materials or contents provided by the client. The client shall check all materials for correctness before delivering them to eda.c. Furthermore the client shall ensure that all materials are compliant with any requirements communicated by eda.c when accepting the order. If the materials provided by the client does not meet these requirements eda.c shall not be liable for any defects in quality of services related to such elements.

9.5. The client shall be responsible for the creation of backup copies of all materials provided to eda.c. eda.c is not liable for any claims, including those of third parties.

10. Termination

10.1. In case of breach of duty by one of the parties, the contract can be terminated within 30 days. Each party must allow the other party to comply with the requirements of this contract within this delay.

10.2. It is understood that eda.c shall fulfil its contractual obligations only if the client has fulfilled their own contractual obligations.

11. Final Provisions

11.1. These terms are governed by German law. The place of service provision is the registered office of eda.c. Any dispute arising on these terms shall be submitted to the Courts of Düsseldorf in Germany.

11.2. Any clause which would be declared illegal shall be replaced by a legal clause which has the closest meaning, and shall in no case alter the legality of the other clauses of the present terms. All alterations have to be agreed in writing.

11.3. The client and eda.c shall consider confidential for the duration of their relationship and beyond, all documents and information submitted by the other party as part of communication related to the performance of the services. The client and eda.c agree not to use such items outside the scope of the performance of the services except if agreed by the other party.