General Terms and Conditions

Preamble

These General Terms and Conditions (the “GTCs”) and the quotation to which these GTCs are attached (the “Quotation”) set out the entire agreement (the “Agreement”) between the addressee of the Quotation (the “Client”) and Studio Teglar (either one hereinafter referred to as a “Party” and both collectively the “Parties”).

In the event of any conflict or inconsistency between the GTCs and the Quotation, the order of precedence shall be: (1) the Quotation, (2) the GTCs.

1 Scope of Service

1.1 Subject to the description of the deliverables set forth in the Quotation (the “Deliverables”), and unless otherwise agreed, the following shall apply:

Audio:
Deliverables that consist of audio material shall be provided via download or other appropriate electronic means in MP3 format (320 kB/s), as well as WAV format (44.1 kHz, 16 bit). Audio Deliverables shall be mixed and mastered in common volume and no single audio tracks will be delivered.

Graphics:
Deliverables that consist of graphic material shall be provided via download or other appropriate electronic means. If Client does not inform Studio Teglar about the preferred format upon acceptance of the Quotation, the Deliverables will be provided in (i) JPG format (RGB, 150 dpi) for Deliverables intended for online purposes, or (ii) PDF format (CMYK, 300 dpi) for Deliverables intended for printing purposes.

Unless otherwise agreed, Studio Teglar’s contractual obligation to provide the Deliverables shall be deemed fulfilled upon their delivery in one of these standard formats, without any further acceptance testing or acceptance period applicable.

1.2 If, in Studio Teglar’s reasonable discretion, the creation or provision of Deliverables requires Client’s cooperation, Client shall act accordingly and provide its cooperation in due time. Studio Teglar shall not be responsible for any delays or damages that may arise if Client fails to cooperate as required. Furthermore, Studio Teglar reserves the right to terminate this Agreement for cause if Client fails to provide the required cooperation within 14 (fourteen) days after it has received the notification of the required cooperation. In that case, Client must immediately reimburse Studio Teglar for any services provided by that time and Studio Teglar has no obligation to any further delivery or provision of Deliverables.

1.3 Non-material/minor changes to the Deliverables may be requested by Client within due time after delivery and Studio Teglar shall use reasonable efforts to provide the adapted Deliverables. Therafter, any further (non-material or material) change requests will be charged according to the agreed hourly rates.

1.4 Material changes to the scope of services set forth in the Quotation require an amended version of the Quotation subject to the Parties’ mutual agreement which shall not be unreasonably withheld. However, Client has no legal claim to Studio Teglar’s acceptance of such an amendment. For the avoidance of doubt, any related additional efforts or costs will be charged.

2 Remuneration

2.1 The agreed remuneration for Studio Teglar’s work performed under this Agreement is set out in the Quotation.

2.2 All prices are exclusive of value added tax and Studio Teglar shall only be responsible for taxes in relation to its own income. Client shall bear any further taxes which may arise.

2.3 Unless otherwise agreed, all invoices are due for remittance within 14 (fourteen) days net as of the date of the invoice.

2.4 If the Deliverables’ creation lasts more than 1 (one) month, or if the agreed remuneration exceeds an amount of € 3,000 (three thousand Euros), Studio Teglar reserves the right to issue interim invoices.

2.5 If required, Client shall bear any travel costs for travels outside of Berlin and expenses that may reasonably arise.

3 Intellectual Property, Licenses

3.1 Unless otherwise agreed, Studio Teglar grants Client upon the full payment of the Fee a non-exclusive, non-sublicensable and non-transferable right to use the Deliverables, in accordance with the restrictions set forth in this Agreement. Any modification of the Deliverables requires Studio Teglar’s written approval.

3.2 In the course of any distribution of Deliverables, “Studio Teglar” or, in Studio Teglar’s sole discretion, any other synonym must be named as the Deliverables originator in a reasonable manner, unless otherwise agreed.

3.3 If Client registers a work (“Werkanmeldung”) with authorities or collecting societies (e.g. GEMA) that includes Deliverables, Client must name (i) Studio Teglar, or (ii) if it is required by law to name a natural person, Sandro Teglar, as the originator of the Deliverables. Any royalties regarding the Deliverables must be transferred to Studio Teglar without request and without undue delay. Recurring royalties must be transferred by January 15 of each calendar year.

3.4 Studio Teglar reserves all rights not expressly granted to Client in this Agreement.

4 References

4.1 Studio Teglar is explicitly allowed to use Client’s name and logo to name Client as a reference in publications on the Internet, or other electronic or print media. Client shall provide for this purpose its logo in a proper file format and image resolution, and agrees to grant all the necessary rights to use them. Any references shall be used by Studio Teglar in an appropriate way and take account of Client’s interests.

4.2 Upon request and where appropriate, Studio Teglar shall be provided with a reasonable number of copies of the final product upon which the Deliverables are based (e.g. clothes with print that include graphics designed by Studio Teglar, or digital copies of a video clip with background music composed by Studio Teglar, etc.).

5 Liability, Indemnification

5.1 To the fullest extent allowable by applicable law, Studio Teglar shall only be liable for damages arising out of or in relation to this Agreement in case of wilful intent or gross negligence.

5.2 Studio Teglar guarantees that the Deliverables will not infringe any rights of third parties and hereby agrees to hold Client harmless against any related claims by third parties.

6 Termination

6.1 Unless otherwise agreed, this Agreement may only be terminated for cause, including but not limited to force majeure.

6.2 Upon termination of this Agreement and if any Deliverables have already been provided by Studio Teglar, Client must immediately cease the use of and return (including all copies) or destroy, in Studio Teglar’s sole discretion, any Deliverables.

7 General Provisions

7.1 This Agreement is the entire and only agreement and understanding between Client and Studio Teglar regarding the subject matter of the Quotation and any of Client’s own terms and conditions (if any) are expressly excluded. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by both Parties.

7.2 By entering into this Agreement, Client confirms that it is acting either as a corporation or entrepreneur, that is a legal entity or natural person or a non-incorporated firm having legal capacity and is acting in the line of their commercial activity when concluding the Agreement.

7.3 If any term of the Agreement is open to interpretation, the intended German meaning shall prevail. The English language is used as a language of convenience only.

7.4 If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

7.5 The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the Parties under this Agreement. This Agreement shall be governed by the laws of Germany, without reference to conflict of laws principles. The federal and state courts sitting in Berlin will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement.

7.6 Whenever this Agreement requires written statements, notifications or agreements, email shall suffice.

Version: 31.05.2022