These General Terms and Conditions of Contract (GTCC) apply to all design orders (creative services) between the Designer Stefan Biedermann/DSLFonts Type Foundry (hereafter referred to as »DSLF«) and his Client (»Client«). They are not applicable to the sale of originals or to commercial services.
Fundamentals of the cooperation
2.1 The basis of each order is a framework (briefing) specified by the client, the requirements of which are to be fulfilled by DSLF. Within the briefing, there is freedom of design in the fulfillment of the order.
2.2 DSLF shall create the work on his/her own responsibility; however, he/she shall be entitled to call on the services of competent employees or cooperation partners.
2.3 Any advice given by DSLF shall relate exclusively to the specialist field of design; liability for the “advice of the specialist” pursuant to ABGB (Austrian Civil Code) (§ 1299) shall be limited to this field.
2.4 The Client shall ensure that all documents and circumstances as well as instructions necessary for the optimal fulfillment of the order are made available to DSLF in a timely and complete manner.
Copyright and right of use
3.1 Unless otherwise agreed between the Client and DSLF, DSLF shall grant the Client a right to use the work (exclusive right of use). Any programming services shall be excluded from this.
3.2 Upon full payment of the total fee and the ancillary costs, the Client shall acquire the agreed right of use to the works created in fulfillment of the order in the version delivered, for the agreed purpose and scope of use. If no agreements have been made regarding the purpose and scope of use, the minimum scope required for the fulfillment of the order shall apply. Any other or more extensive future use requires DSLF’s fee-based consent.
3.3 Any modification, adaptation or imitation of the works provided for use shall not be permitted unless the right of adaptation has been granted in writing and against payment of a fee.
3.4 The rights granted to the Client (or, in the case of agencies, to their customers), the purchaser of the use, may only be passed on to third parties, whether for a fee or free of charge, with the express consent of DSLF.
3.5 The Client shall not acquire ownership of the designs, elaborations and computer data. In the event of singular succession, all rights and obligations shall pass to the legal successor, but only to the extent agreed between DSLF DA and his customer. Any extension of use by the legal successor requires the consent of DSLF DA in any case.
3.6 If the customer wishes to continue to use the concepts, ideas or works developed or designed unchanged after completion of the order, withdrawal or termination of a framework or service agreement, this requires the granting of the unrestricted right of use; if these are to be changed, updated or used as a basis for further developments by third parties or the customer, the granting of the right to processing by third parties is also required. If the Client wishes the computer data to be handed over, this shall require an additional agreement.
Remuneration for presentations
4.1 All services of DSLF shall be rendered against payment; only the preparation of performance, time and cost schedules necessary for the submission of an offer shall be free of charge.
4.2 The invitation of the Client to prepare a presentation with preliminary drafts shall be deemed to be an order to provide a defined service content. The amount of the presentation fee can be freely agreed upon and, unless otherwise agreed upon, shall comprise half of a customary design fee as reasonable remuneration pursuant to §§ 1004, 1152 ABGB (Austrian Civil Code). With the execution of the presentation, a presentation order shall be deemed to have been placed, accepted and fulfilled.
4.3 If, after the presentation, the Client or the awarding authority of a presentation competition does not award any contract at all or only a substantially reduced contract to DSLF or a co-applicant for the presentation, DSLF shall be entitled to the full design fee instead of the reduced presentation fee.
4.4 The presentation fee does not include the granting of rights of use.
Performance, external services and production monitoring
5.1 For the provision of the requested service including the transfer of the production data, an appropriate fee shall be deemed to have been agreed in accordance with §§ 1004, 1152 ABGB (Austrian Civil Code). The transfer of development data shall only be part of the service if it has been agreed in writing and in return for an appropriate additional fee.
5.2 DSLF shall be authorized to perform any necessary or agreed ancillary services in connection with the order himself/herself for a customary fee or to commission third parties in the name and for the account of his/her Client.
5.3 The coordination and monitoring of the reproduction/production (as well as color matching or print monitoring) can be assigned by the client to external production specialists or DSLF. They require a separate order and are carried out against payment.
Return and safekeeping
6.1 The Client shall receive all documents, interim results, drafts, concept descriptions and elaborations in trust. Until the acquisition of the rights of use and in the event of refusal (waiver of use), the Client shall not be permitted to make copies thereof, to store them in computer systems or to make them available to third parties for viewing or further processing, except for the purpose of decision-making by opinion research institutes.
6.2 As soon as they are no longer required for the agreed use, original drafts and computer data shall be returned or handed over to DSLF undamaged at the risk and expense of the Client.
7.1 DSLF shall not be liable for slight negligence. In the event of gross negligence, he shall be liable up to the amount of his fee (excluding incidental expenses and value-added tax).
7.2 DSLF must be notified of any defects and requested to remedy them within a reasonable period of time immediately after receipt of the services. The Client shall bear any costs incurred by third parties despite DSLF’s willingness to remedy defects. A claim for rectification of defects shall expire after six months.
7.3 DSLF shall not be liable for the legal admissibility of the drafts and designs, in particular with regard to competition, trademark and administrative law. Likewise, DSLF shall not be liable for the correctness of text and images if work has been approved by the Client or if a template has at least been offered to the Client for checking purposes.
7.4 Insofar as DSLF commissions necessary or agreed external services from third parties on behalf of and for the account of the Client, the respective contractors shall not be vicarious agents of DSLF.
7.5 The documents provided by the Client (photos, texts, models, samples, etc.) shall be used by DSLF on the assumption that the Client is entitled to use them and that no third-party rights are infringed in the course of processing or use. The Client shall be liable to DSLF pursuant to Section 86 of the German Copyright Act (UrhG) for any kind of unlawful use in the amount of twice the appropriate fee for such use, insofar as such use was at least negligently enabled or tolerated by the Client.
Naming and sample documents
8.1 Pursuant to § 20 UrhG (German Copyright Act), DSLF shall be entitled to affix his/her name or pseudonym, company name or logo to any work/product designed by him/her as well as to any advertising material for it or publications about it. The form and duration of the marking may be agreed with the Client.
8.2 Pursuant to § 26 UrhG (German Copyright Act), DSLF shall in any case retain the right to use illustrations of the works/products designed by him in printed form for the purpose of self-advertising (promotion) or to make them available for this purpose on the worldwide Internet.
8.3 In the case of three-dimensional objects, DSLF shall be entitled to be provided, free of charge, with photocopies of the objects produced with the aid of his/her design and to be provided with a specimen copy, provided that the latter is not associated with disproportionately high costs. In the case of printed works, DSLF shall be entitled to at least five copies of the works designed by him.
Withdrawal and cancellation
9.1 The Client and DSLF shall be entitled to withdraw from the order after submission of the initial presentation without stating reasons, in which case the Client shall pay the presentation fee in accordance with item 4.2. of the General Terms and Conditions of Business DA.
9.2 If the Client cancels the order or reduces the scope of the order during the design or execution phase or within an existing framework agreement for reasons for which DSLF is not responsible, the Client shall be obliged to pay the design fee plus the ancillary services and costs incurred up to that time.
9.3 Irrespective of the foregoing, DSLF shall be entitled to charge the Client a fee for the work capacity provided and not used and for any damage suffered as a result. The charging of a fee for use shall not apply; all rights shall remain with DSLF.
10.1 Any agreement deviating from or supplementing the GTCC DA as well as all framework agreements must be in writing.
10.2 Austrian law shall apply exclusively. The place of performance and jurisdiction is DSLF’s place of business.