Terms and Conditions

Scope of Application
These Terms and Conditions apply to contracts between the agency C&G: Strategische Kommunikation GmbH – hereinafter referred to as C&G: – and the contracting party/client.
C&G: provides its services exclusively on the basis of these Terms and Conditions, which form the foundation of every contract.

1. Copyright and Usage Rights

1.1
All drafts/final artwork/images/works created in the context of graphic and design assignments may not be altered, either in the original or in reproduction, without the express consent of C&G:. Neither complete nor partial imitation is permitted. C&G: holds the sole usage rights to the drafts, even if they do not reach the “level of creativity” required for copyright protection. The transfer of usage rights requires written form. In the event of a violation, the client must pay C&G: a contractual penalty amounting to five times the agreed remuneration.

1.2
C&G: transfers to the client the usage rights required for the respective purpose. Unless otherwise agreed, only a non-exclusive usage right is transferred. In any case, even if exclusive usage rights have been granted, C&G: remains entitled to use its drafts and reproductions thereof for its own promotional purposes.

1.3
The transfer of usage rights to third parties requires a written agreement between C&G: and the client. In the event of unauthorized use, alteration, modification, or transfer of a draft – whether in conventional or digitized form – C&G: is entitled to demand a contractual penalty amounting to five times the agreed fee or, in the absence of an agreement, five times the customary usage fee, but at least €2,000 per draft and individual case. The assertion of further damages remains unaffected.

1.4
The client’s usage rights only arise after full payment of the remuneration.

1.5
Drafts and proposals from the client do not establish their own usage rights or co-authorship.

2. Quotations, Remuneration

2.1
All prices are net amounts, payable plus statutory value-added tax.

2.2
Before work begins, the client receives a quotation that describes the scope of services quantitatively and qualitatively. This is based on a consultation with the client.

2.3
C&G: is bound by a quotation for a maximum of two weeks after its submission.

3. Special Services, Ancillary and Travel Costs

3.1
Special services (e.g., production supervision) are only provided on the basis of prior agreement. They are recorded according to time spent and are subject to charges.

3.2
Expenses for technical ancillary costs, in particular for special materials, the production of photographs, intermediate shots, reproductions, translations, and printing, etc., are to be reimbursed by the client.

3.3
Travel costs and expenses are to be reimbursed by the client following prior agreement. Receipts must be provided.

4. Payment and Due Date

4.1
Unless otherwise agreed, the remuneration is due upon acceptance and payable without deduction. The invoice amount is due without any deduction 8 days after the invoice is issued, regardless of complaints about defects, unless another payment method has been agreed. If the commissioned work is delivered in parts, a corresponding partial payment is due upon delivery (as a file or template). If an assignment extends over a longer period, reasonable interim payments are to be made. If drafts and photographs are an essential component of the assignment (e.g., for logos or
corporate designs), the remuneration for these works is due upon delivery of the first drafts or proofs. In the case of extraordinary advance services, reasonable advance payment may be requested. Payments are only considered made on the day on which C&G: Strategische Kommunikation GmbH can dispose of the invoice amount without loss.

4.2
If fulfillment of the payment claim is jeopardized due to a significant deterioration in the client’s financial circumstances, C&G: may demand advance payment, withhold goods not yet delivered, and suspend further work. These rights also apply to C&G: if the client is in default with payment for deliveries.

4.3
In the event of payment default, interest of 4% above the respective discount rate at the Deutsche Bundesbank, but at least the customary bank default interest, is to be paid, subject to the assertion of further damages. Payment default occurs when the claim of C&G: becomes due, without the need for a reminder.

5. Creative Freedom/Production Supervision

5.1
Within the scope of the assignment, C&G: has creative freedom.

5.2
When assuming production supervision, C&G: is entitled to make the necessary decisions and give instructions to the best of its knowledge and objective judgment.

6. Files/Layouts

6.1
C&G: is not obligated to release files or layouts created on the computer to the client.

6.2
If the client wishes to receive computer data, this must be recorded in writing and remunerated separately. C&G: assumes no liability for the accuracy or completeness of the data after their release.

6.3
If C&G: has made computer files available to the client, they may only be modified with prior consent.

7. Sample Copies, References

Upon request, the client provides C&G: with 5 to 10 flawless samples of all reproduced work free of charge. C&G: is entitled to use these samples or their digital equivalent as a reference.

8. Delivery, Transfer of Risk

8.1
If the work or goods are to be shipped, the risk passes to the client as soon as the shipment has been handed over to the person carrying out the transport.

8.2
Delivery dates are only valid if agreed in writing.

8.3
If C&G: is in default of delivery, a reasonable grace period must first be granted. After the grace period has expired without result, the client may withdraw from the contract.

8.4
Operational disruptions – both in the contractor’s operations and in those of a supplier – or cases of force majeure only entitle termination of the contract if the client can no longer reasonably be expected to wait; otherwise, the agreed delivery period is extended by the duration of the delay. C&G: is not liable in these cases.

8.5
In the event of justified termination due to a disruption in the contractor’s operations, the remuneration is waived. In the event of justified termination due to a disruption in a supplier’s operations or due to force majeure, the client must remunerate the work performed according to the agreed hourly rate.

9. Complaints, Liability

9.1
C&G: undertakes to execute the assignment with the greatest possible care, in particular to handle templates provided with care.

9.2
C&G: is only liable for its own fault and only for intent and gross negligence. If C&G: commissions third-party services, the respective contractors are not vicarious agents.

9.3
Compensation for damages exceeding the material value is excluded.

9.4
The client must verify the contractual conformity of the delivered works/goods as well as the preliminary and intermediate products sent for correction in any case. By approving drafts, graphics, or final artwork, the client assumes responsibility for their accuracy. All liability is waived for drafts, texts, graphics, and final artwork approved by the client.

9.5
In the event of justified complaints, C&G: is obligated to remedy defects or reduce the remuneration, to the exclusion of other claims.

9.6
Defects in part of the delivered goods do not entitle complaints about the entire delivery, unless a partial delivery is unusable for the client. Defects in partial orders do not entitle cancellation of the entire order or other orders that have been placed but not yet completed.

9.7
In the case of color reproductions in all production processes, minor deviations from the original cannot be complained about. The same applies to comparisons between other templates (e.g., digital prints, proofs) and the final product.

9.8
Complaints of any kind must be reported to C&G: within 1 week of delivery of the work. After that, the work is deemed to have been accepted without defects.

9.9
C&G: is not liable for the competitive and trademark law admissibility and registrability of its drafts and other design work. Unless C&G: expressly assures that persons depicted in photographic work or the holders of rights to depicted works of fine or applied art have given consent to image publication, it is the client’s responsibility to obtain the necessary consent of third parties in individual cases or to obtain publication permits from collections, museums, etc.

9.10
C&G: assumes no liability for the manner of use of images. The client is responsible for ensuring that the manner of use does not violate personal rights, copyrights, or other rights of third parties. In the event of unauthorized use, alteration, modification, or transfer of a contractual work, whether in conventional or digitized form, C&G: is entitled to demand a contractual penalty in accordance with § 1.3 of the Terms and Conditions.

9.11
The client assures that it is entitled to use all templates/images provided by C&G: and that these templates/images are free from third-party rights. Should the client, contrary to this assurance, not be entitled to use them or should the templates/images not be free from third-party rights, the client indemnifies C&G: internally from all third-party claims for compensation. C&G: assumes no liability for the infringement of third-party rights if this occurs in connection with templates/images that the client has provided to C&G:.

10. Data Security, Data Protection

10.1
Data backup is the responsibility of the client. C&G: is entitled to make copies for archiving purposes and to store them. This is done with great care and security. C&G: assumes no liability for illegal or forcible access to this data or its loss.

10.2
C&G: assumes no liability for the competitive and trademark law admissibility and registrability of the work.

10.3
The client assures that it is entitled to use all templates/images provided to C&G:. Should the client, contrary to this assurance, not be entitled to use them, the client indemnifies C&G: from all third-party claims for compensation.

10.4
C&G: maintains confidentiality regarding the client’s information and data and does not disclose them to third parties. The client simultaneously undertakes not to disclose C&G:’s information and data to third parties.

11. Place of Performance and Jurisdiction

11.1
The place of performance and exclusive jurisdiction for payments and for all disputes arising between the parties, including check and bill of exchange actions, is the registered office of C&G:, and in the event of an assignment to a collection agency for the purpose of collection, the registered office of the collection agency. If the client is not a full merchant or a legal entity under public law, the registered office of C&G: is hereby expressly agreed as the place of performance and jurisdiction if claims against the client (contracting party, buyer) are asserted in dunning proceedings.

12. Final Provisions

12.1
Should individual provisions of these Terms and Conditions be invalid for any reason, the validity of the remaining provisions shall not be affected. Invalid provisions shall be replaced in a manner that preserves their meaning as far as possible.

C&G: Strategische Kommunikation GmbH, 51503 Rösrath, 06/2026