The following general terms and conditions (T&Cs) are an integral part of all contractual agreements (whether in written or electronic form) between Celero LLC (hereinafter referred to as “Celero”) and its clients. Any terms and conditions of the client that differ will not be recognised – unless explicitly agreed in writing – and will therefore not form a part of this contractual agreement. Subsidiary agreements will only be binding if they were confirmed in writing by post or e-mail. Any verbal statements are as a matter of principle not binding.
All offers made by Celero are subject to change and are without obligation. All prices quoted are net prices excluding the statutory rate of VAT unless otherwise indicated.
3. Order placement
Orders must be placed in writing or by e-mail. Orders placed by the client will be accepted by Celero with a written order confirmation sent by e-mail, fax or post. Celero has freedom of scope for the execution of the order. Should the client desire changes to be made during or after execution of the order, he must bear any additional costs incurred by this. If the execution of the order is delayed for reasons for which the client is responsible, Celero will be entitled to assert a claim for compensation in the event of intent or negligence.
4. Terms of payment
Unless otherwise agreed, all invoices issued by Celero are payable within 14 days of their date of issue without deduction. When the period allowed for payment is exceeded, Celero will be entitled to charge interest on arrears. This will not preclude any claims for additional compensation for arrears and the possibility of instituting legal proceedings. The fee to be paid by the client to Celero is due after a project has completed and the invoice has been issued. Should a project last longer than one month, Celero is entitled to invoice the client on a monthly basis for the services it has rendered. Celero’s entitlement to payment becomes due when the invoice is issued. If sketches, drafts and other works (websites, scripts, programmes, graphics etc.) are re-used, or used to a greater extent than originally intended, the client will be obliged to pay a fee for the additional use.
5. Property and data
Sketches, drafts and other works (websites, scripts, programmes, graphics etc.) and all associated rights remain the property of Celero. In the event of damage to or loss of the sketches, drafts and other works (websites, scripts, programmes, graphics etc.), the client must reimburse Celero for the costs that are necessary to restore them. The right to assert claims for further compensation remains unaffected by this. Celero is not obliged to hand over data media, files and data. Should the client wish Celero to supply data media, files and data, it must be agreed in writing and reimbursed separately.
If Celero has supplied data media, files and data, they may only be modified with Celero’s consent. The client must bear the risk and cost of the online or offline transfer of data media, files and data. Celero will only be liable for defects in data media, files and data in the event of intent or gross negligence. Celero’s liability is excluded for errors in data media, files and data that arise when data is imported into the client’s system.
6. Intellectual property rights and copyright
6.1 Intellectual property rights/rights of use
Sketches, drafts and other works (websites, scripts, programmes, graphics etc.) created by Celero may not be modified, either in the original or in reproduction, without Celero’s explicit consent. Any complete or partial imitation is prohibited. In the event of an infringement, the client must pay Celero a contractual penalty of 200% of the agreed fee. Celero retains the sole copyright for sketches, drafts and other works (websites, scripts, programmes, graphics etc.) created by Celero and published. Celero only transfers the rights of use, but no form of property right, to the client that are required for the relevant designated purpose. Unless otherwise agreed in writing, only a simple right of use is transferred. The client will only receive the rights of use for all sketches, drafts and other works (websites, scripts, programmes, graphics etc.) on full payment of the fee, unless otherwise agreed in writing. Even when the right of use has been granted to the client, Celero will retain the right to use all sketches, drafts and other works (websites, scripts, programmes, graphics etc.) for its own promotional purposes. Any transfer of rights of use to third parties requires the written agreement between Celero and the client. Celero is entitled to be named as copyright holder on all reproductions (hard and soft copies). Should the client infringe Celero’s right to be named, he will be obliged to pay Celero a contractual penalty of 100% of the agreed fee. This does not affect Celero’s right to assert claims for higher compensation based on a calculation of the actual damage.
6.2 Third-party copyright
Celero will render individual performance for each order and for each project. Typical layout styles (lines, gradients, colours etc.) and individual graphical elements (icons, buttons etc.) and coding (html language, css files etc.) are inevitably always used repeatedly by Celero when performing individual commissions, meaning that the client explicitly does not acquire an exclusive right even after the acquisition of a right of use for the aforementioned services. Should Celero in individual cases use graphics or fonts from freely usable collections of graphics or designs, the possibility cannot be excluded that individual design components used by Celero for an order will be used by other users of these collections. This does not give rise to the possibility of any claims being asserted against Celero. Furthermore, Celero expressly reserves the right to multiple use provided that the licensing provisions allow this. It is, of course, possible to use “exclusive” material; in this case, the necessary licence fee and the cost of acquisition must be reimbursed by the client or handled by him directly. The client acknowledges these points explicitly when placing the order.
6.3 Client’s duties/liabilities
The client is obliged to inspect the material provided for orders for the possible existence of intellectual property rights and copyright and to obtain any necessary permissions for the use of such. The client affirms that he is entitled to use all materials and originals made available to Celero, that he has carefully examined the content and that they are free from the rights of third parties. Any claims with regard to infringements of intellectual property rights and copyright must be borne in full by the client. The client bears sole responsibility for any text content or other form of published material. The client will indemnify Celero on first demand from claims brought by third parties against Celero for a situation or for behaviour for which the client under the terms of the contract bears responsibility or liability. The latter will bear any costs associated with prosecution.