General terms and conditions

The following terms and conditions apply to all contracts concluded between YELLOW TREE GmbH & Co. KG (hereinafter referred to as "Agency") and its clients. They also apply to all future business relationships, even if not explicitly agreed upon again. Deviating conditions of the client, which the Agency does not explicitly acknowledge, shall not become part of the contract, even if the Agency does not expressly object to them.

1.1 The drafts and final designs may not be altered, either in the original or in reproduction, without the express consent of the Agency. Any complete or partial imitation is prohibited.
1.2 In case of violation of section 1.1, the client shall pay the Agency a contractual penalty amounting to 100% of the fee owed for the design service, in addition to the agreed remuneration.
1.3 The Agency grants the client the usage rights necessary for the respective intended purpose. Unless otherwise agreed, only the simple usage right is granted. The Agency remains entitled, even if it has granted exclusive usage rights, to use its drafts and reproductions thereof for self-promotion in all media.
1.4 Transfer of usage rights to third parties requires a written agreement between the Agency and the client. The usage rights transfer to the client only after full payment of the remuneration.
1.5 The Agency must be credited as the author in case of reproduction, distribution, exhibition, and/or public presentation of the drafts and final designs. If the client violates the right to attribution, they are obliged to pay the Agency a contractual penalty amounting to 100% of the fee owed for the design service, in addition to the agreed remuneration. This does not affect the Agency's right to claim a higher damage amount based on concrete damage calculation.
1.6 If the client intends to register formal protection rights for the drafts, final designs, or other works of the Agency in an official register, they require the prior written consent of the Agency.

2 Remuneration

2.1 The fees are net amounts, payable plus statutory VAT and without deduction.
2.2 The fees are due upon delivery of the drafts. If the drafts are accepted in parts, a partial fee is payable upon acceptance of the first partial delivery, amounting to at least half of the total fee.
2.3 Any renewed use of the drafts and final designs requires the prior written consent of the Agency. The same applies to uses that exceed the originally agreed or intended scope. The client shall pay a contractual penalty amounting to 100% of the fee owed for the respective use, in addition to the appropriate remuneration for the use, for each renewed or additional use made without the Agency's consent.

3 Third-party services

3.1 The Agency is entitled to order third-party services necessary for the fulfillment of the contract in the name and for the account of the client. The client is obliged to grant the Agency the corresponding authorization.
3.2 If, in individual cases, contracts for third-party services are concluded in the name and for the account of the Agency, the client is obliged to indemnify the Agency internally from all liabilities arising from the conclusion of the contract, in particular from the obligation to pay the price for the third-party service.

4 Ownership, return obligation

4.1 Only usage rights are granted for drafts and final designs; ownership rights are not transferred. The originals must be returned to the Agency undamaged within three months after delivery, unless otherwise agreed in writing.
4.2 In case of damage or loss of the drafts or final designs, the client shall reimburse the costs necessary for restoration. The Agency's right to claim further damages remains unaffected.

5 Provision of data

5.1 The Agency is not obliged to release data carriers, files, and data. If the client wishes the Agency to provide data carriers, files, and data, this must be agreed upon in writing and remunerated separately.
5.2 If the Agency has provided data carriers, files, and data to the client, these may only be modified with the Agency's consent.
5.3 The client bears the risk and costs of transporting data carriers, files, and data, both online and offline.
5.4 The Agency is not liable for errors in data carriers, files, and data that occur during data import into the client's system.

6 Correction, production monitoring, and sample copies

6.1 The client shall provide the Agency with proof copies before reproduction.
6.2 If the Agency is to carry out production monitoring, the client and the Agency shall conclude a written agreement. If the Agency carries out production monitoring, it decides at its discretion and gives corresponding instructions.
6.3 The client shall provide the Agency with ten flawless samples free of charge from all reproduced works.

7 Liability and warranty

7.1 The Agency is only liable for damages caused by it or its vicarious agents intentionally or through gross negligence. If the Agency does not violate an essential contractual obligation (cardinal obligation) through gross negligence or intent, its liability is limited to a maximum of half of the contract value. No liability is assumed for damages caused by incorrect information or the use of defective products, software, or program code from third parties.
7.2 Claims of the client arising from a breach of duty by the Agency or its vicarious agents become time-barred one year after the statutory commencement of the limitation period. This does not apply to claims for damages based on intentional or grossly negligent breaches of duty by the Agency or its vicarious agents, and claims for damages due to injury to life, body, or health, even if based on slight negligence by the Agency or its vicarious agents; for these claims, the statutory limitation periods apply.
7.3 The sending and return of works and templates are at the client's risk and expense.
7.4 With the acceptance of the work and/or the release of drafts and final designs, the client assumes responsibility for the correctness of text and image, with the consequence that the Agency's liability in this regard is excluded.
7.5 The Agency is not liable for the copyright, design patent, or trademark protection or registrability of the drafts and other design works it provides to the client for use. The client is responsible for conducting design patent, patent, or trademark searches at their own expense.
7.6 In no case is the Agency liable for the legal, in particular competition and trademark law, permissibility of the intended use. However, it is obliged to inform the client of any potential legal risks if they become known to the Agency during the execution of the order.
7.7 The client is obliged to examine the work performance provided by the Agency within a reasonable period after receipt and to notify the Agency of any defects. The notification of obvious defects must be made in writing within two weeks after delivery of the work, and the notification of non-obvious defects within two weeks after becoming aware of the defect. Timely dispatch of the notification is sufficient to meet the notification deadline. If the client fails to examine and notify defects, the work performance is deemed approved concerning the respective defect.
7.8 In case of defective performance or non-performance, the Agency has the right to deliver the agreed performance free of defects.

8 Creative freedom and templates

8.1 Within the scope of the order, the Agency has creative freedom. If the client requests changes during or after production, they shall bear the additional costs.
8.2 If the execution of the order is delayed due to reasons attributable to the client, the Agency may demand a reasonable increase in the remuneration. The Agency's right to claim further damages remains unaffected.
8.3 The client assures that they are entitled to use all templates provided to the Agency and that these templates are free from third-party rights. If the client is not entitled to use the templates or if the templates are not free from third-party rights, the client shall indemnify the Agency internally from all claims by third parties. The indemnification obligation does not apply if the client proves that they are not at fault.

9 Final provisions

9.1 In the event that the client has no general jurisdiction in the Federal Republic of Germany, relocates their registered office or habitual residence abroad after the conclusion of the contract, or if both contracting parties are merchants, the place of residence of the Agency shall be agreed upon as the place of jurisdiction.

9.2 If any of the above terms and conditions are invalid, this shall not affect the validity of the remaining terms and conditions.

Effective as of 2023