§ 1 Scope of Application

1. These terms and conditions apply exclusively to relationships with customers who are entrepreneurs within the meaning of § 310 para. 1 BGB in conjunction with § 14 BGB, even if they are not explicitly referred to in individual transactions, unless otherwise expressly agreed in writing.
2. The terms and conditions apply exclusively, even if the customer refers to differing or supplementary terms and conditions in their order or confirmation letter. The inclusion and interpretation of these terms and conditions, as well as the conclusion and execution of legal transactions with customers, are governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
3. These terms and conditions supersede all previous versions.

§ 2 Conclusion of Contract

1. A contract is concluded only upon confirmation of an order based on a prior offer from renderstudios. The scope of the contractual obligations is determined solely by renderstudios' order confirmation. Renderstudios reserves the right to accept offers (especially for small or urgent orders) implicitly by immediate execution or orally (including via remote communication).
2. All ancillary agreements and changes require written confirmation from renderstudios to be effective. Written form is also maintained via email.
3. Particularly, deadlines and schedules are binding only if documented in writing.

§ 3 Customer Responsibilities

1. The customer must provide renderstudios with all available information necessary for fulfilling the assigned task. The customer assures they are authorized to use all documents and data submitted and is responsible for their completeness and accuracy. Any consequences arising from incomplete information provision are borne by the customer, including claims for copyright or intellectual property violations.
2. The customer indemnifies renderstudios against any claims from third parties arising from conduct for which the customer is responsible under this agreement.
3. Before starting a project, the customer must inform renderstudios of the available budget, which should not be exceeded during planning and execution. If no limit is specified, any disadvantages caused must be compensated by the customer as damages to renderstudios.
4. Even when goods or services are delivered directly, the customer's employees must inspect them on-site for defects and report any discovered issues to renderstudios within three days of delivery/service completion. Later complaints are inadmissible according to § 377 HGB.

§ 4 Cancellation CostsI

f the customer withdraws from their order after it has been placed, renderstudios may demand a flat fee of 10% of the quoted price for processing costs and lost profits, without prejudice to claiming higher actual damages. The customer may provide evidence of lower damages.§ 5 Compensation and VAT

1. Renderstudios' prices are net amounts plus applicable statutory VAT in each case. Exchange rates and raw material prices on the day of the offer apply; changes exceeding 1% during contract execution allow renderstudios to adjust its compensation accordingly. Customers cannot claim adjustments themselves.
2. Compensation depends on the type and scope of services described in the order confirmation. Travel and incidental expenses (e.g., telecommunications costs) are billed separately upon request with supporting documentation provided if needed.
3. If the customer causes higher costs through subsequent changes or additions to the contract (e.g., for production, shipping, logistics, customs processing, etc.) than planned, these will be charged to the customer. This also applies if the subsequent changes or additions to the contract lead to exceeding a budget limit. Our hourly rate is 120.00 € net.

§ 6 Payment Terms

1. After commissioning, renderstudios may request an appropriate advance payment. Unless otherwise communicated, the down payment is 50% of the total amount. If the customer is more than ten days late in paying an installment invoice (see § 6.4.), renderstudios may withdraw from the contract. Withdrawal is also permissible if insolvency proceedings have been requested for the customer's assets.
2. For self-contained parts of the order, renderstudios is entitled to issue interim invoices for services rendered. If the customer is more than ten days late in paying an interim invoice (see § 6.4.), renderstudios may withdraw from the contract.
3. After order execution and acceptance, renderstudios issues a final invoice showing all services, expenses, and costs, as well as payments already made on account. The invoice is due immediately without deduction and without presentation of evidence.
4. In case of late payment, renderstudios may charge interest at 8% above the respective base rate of the European Central Bank. The right to claim further damages for delay is reserved. Default occurs without reminder at the latest 30 days after the due date and receipt of the invoice. The customer is also in default if the invoice specifies a payment term of 14 days or less and the customer does not meet the payment deadline.
5. The customer may only offset claims against renderstudios and assert a right of retention for other claims if these claims or demands are undisputed, legally established, or recognized by renderstudios. Any effective offset requires the consent of renderstudios.

§ 7 Performance Deadlines, Dates

1. All performance deadlines and dates are only binding if all documents, information, and declarations, especially customer approval declarations, arrive at renderstudios on time, complete, and fully legible. Renderstudios assumes no liability for delays caused by late, incomplete, or not fully legible customer documents, information, or declarations, by customer change requests, or by extensions of the originally agreed scope of the order.
2. Exceeding deadlines for which renderstudios is not at fault (e.g., operational disruptions, power interruptions, etc., as well as all cases of force majeure) does not entitle the client to withdraw from the contract or hold renderstudios responsible for the resulting damage.
3. If an agreed deadline or execution date is exceeded without a case of force majeure or lack of fault, the customer is entitled to set renderstudios a reasonable grace period. If the execution obligation is not fulfilled by the end of this grace period, the customer has the right to withdraw from the order. The withdrawal must be declared in writing no later than one week after the expiry of the grace period. For the duration of the review of drafts, production samples, concepts, etc. by the customer, the performance period is interrupted, from the day of dispatch of the service to the customer until the receipt of a statement from the customer by renderstudios.

§ 8 Ownership and Transfer of Risk in Case of Shipment

1. Until full payment for the service, the delivered services remain the property of renderstudios. After payment of the fee or lump sum compensation, all protective rights to the services not expressly transferred to the customer remain with renderstudios.
2. If goods are shipped at the customer's request to a location other than renderstudios' registered office, the risk of accidental loss and accidental deterioration passes to the customer as soon as renderstudios has handed over the goods to a transport company.

§ 9 No Obligation to Store

After completion of the order, renderstudios is free to return, store, or destroy all templates, drafts, work materials, and other self-created or customer-provided documents to/from the customer. There is no obligation to return/hand over or destroy.

§ 10 Copyright and Use

1. All services of renderstudios are protected as personal intellectual creations by the Copyright and Related Rights Act (UrhG), whose regulations are also deemed agreed if the design and creation level required under § 2 UrhG is not reached.
2. Renderstudios transfers to the customer the simple right of use for the agency services, ideas, drafts, and designs provided in the agreed scope, but not beyond the known types of use listed in § 15 UrhG. In the absence of an express agreement, only the purpose recognizable to renderstudios at the time of contract conclusion is deemed the purpose of the contract. Excluded from this transfer obligation are renderstudios' rights to its own planning procedures, software programs, media purchasing methods, and similar items that represent the agency's company-specific know-how.
3. The customer may only use renderstudios' services for the purposes for which the services were ordered and acquired. The transfer of granted usage rights to third parties requires the written consent of renderstudios. Renderstudios has the right to information about the extent of use.
4. Without renderstudios' consent, its drafts, works, etc., including the copyright designation, may not be changed either in the original or in reproduction. Any imitation - even of parts of the work - is prohibited. Any violation of copyright or agreed use will be subject to a contractual penalty of at least € 5,000.
5. The transfer of rights or warranty mentioned in No. 2 is compensated with the other remunerations to renderstudios according to § 5 of these terms and conditions. However, the customer only acquires the right to use the services within the agreed framework upon full payment of the remuneration according to § 6 of these terms and conditions.
6. Renderstudios is entitled to use the drafts, works, etc. created by it for its own advertising purposes. Renderstudios is also entitled to produce additional copies of the communication materials, drafts, etc. designed for the customer at its own expense in any quantity and to use them for self-promotion purposes. Furthermore, renderstudios is entitled to mention the activity for a customer in the context of its own advertising measures or actions or to publish it in the press.

§ 11 Complaints

For complaints, the following distinction must be made: a) If it concerns services that consist of a one-time action or measure, complaints must be made immediately after the alleged defects or irregularities become apparent; otherwise, a warranty claim expires. b) For all other services of renderstudios, complaints are only permissible if they are received in writing or by electronic data transmission within three days after the customer receives the service.

§ 12 Liability

1. Renderstudios will present the templates, drafts, etc. designed by it to the customer so that the customer can check the factual information contained therein. If the customer approves the templates, they assume sole liability for the accuracy of the factual information. Changes or additions given by telephone require written confirmation from renderstudios.
2. Renderstudios is not liable for the patent, design, copyright, and trademark law protection or registration ability of the delivered ideas, suggestions, proposals, concepts, drafts, etc.
3. The customer bears the risk of the legal permissibility of an advertising measure. This applies in particular to the case that measures violate regulations of competition law, copyright law, special advertising law, the general personal rights of third parties, or regulatory rules (e.g., building regulations, emission, environmental protection, or assembly law, etc.).
4. Renderstudios is liable to the customer for damages, regardless of the legal grounds, only in case of intent or gross negligence. The above exclusion of liability for simple negligence does not apply to the breach of essential contractual obligations, unless it concerns liability for material defects. In case of breach of essential contractual obligations, liability is limited to typical foreseeable damages. Clause 4 sentence 1 does not apply to liability for damages resulting from injury to life, body, or health based on a negligent breach of duty by renderstudios or an intentional or negligent breach of duty by a legal representative or vicarious agent of renderstudios.
5. Claims for damages from contractual liability become statute-barred one year after the service is provided, except in cases of intent. This also applies to identical, competing claims from non-contractual liability. Liability for damages due to a guarantee assumed by renderstudios remains unaffected by the above regulations.

§ 13 Confidentiality Obligation

1. The customer is obliged to maintain confidentiality towards third parties regarding all details that become known to them, for example, of the organization, production, or distribution of renderstudios as well as companies associated with it or in business relationships. This confidentiality obligation extends beyond the duration of the contract.
2. The customer ensures that a corresponding confidentiality obligation is agreed with their employees and other vicarious agents as well as with third-party or external companies commissioned by them.
3. If the customer or one of the persons from clause 2 violates the confidentiality obligation, they owe renderstudios a contractual penalty of 50% of the net order volume, but at least € 5,000. The contractual penalty does not apply if they are not responsible for the breach of confidentiality.

§ 14 Final Provisions

1. The client is not entitled to assign claims from the respective contract.
2. Ancillary agreements, reservations, changes, or additions within the scope of an order are only effective if they are approved in writing by renderstudios.
3. The place of jurisdiction is the court with subject-matter and local jurisdiction for renderstudios' registered office.

§ 15 Severability Clause

Should individual provisions of these general terms and conditions be or become invalid, this shall not affect the validity of the remaining clauses. The invalid clause is to be replaced by a valid clause that comes closest to the economic meaning of the invalid clause.

Status: 04.2019