GENERAL TERMS AND CONDITIONS

1. SCOPE OF APPLICATION AND GENERAL PROVISIONS

1.1

The following terms and conditions apply to all contracts concluded between the client and VISIORIZE PRODUCTION GmbH, Lederstraße 28, 22525 Hamburg (hereinafter referred to as “VISIORIZE”).

1.2

VISIORIZE's range of services is aimed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law or special funds under public law. In business dealings with companies, the terms and conditions apply to all future business with the client, even without express reference.

1.3

Agreements made between the contracting parties in individual cases (including collateral agreements, additions and changes) shall in all cases take precedence over these terms and conditions.

1.4

Any deviating conditions, in particular purchasing conditions, of the client are hereby rejected.

2. OFFER AND CONCLUSION OF CONTRACT

2.1

By commissioning the execution of the selected service, the client makes a binding offer to conclude a contract. The contract between the client and VISIORIZE is concluded by VISIORIZE's written or telexed declaration of acceptance. The same applies to additions, changes or ancillary agreements.

2.2

VISIORIZE's offers are subject to change and non-binding, unless VISIORIZE has expressly designated them as binding. VISIORIZE's written order confirmation shall be decisive for the scope of the delivery obligation. Only the units listed in the currently valid price list are available for delivery.

2.3

An order-based execution action by VISIORIZE replaces the order confirmation. By using the service, the client declares acceptance of this offer and waives receipt of the declaration of acceptance.

3. SCOPE OF SERVICES; SUBJECT MATTER OF THE CONTRACT

3.1

The scope of the agreed services is determined from the offer from VISIORIZE on which the service is based. Subsequent changes must be made in writing. If and to the extent that the customer does not specify any specifications for the service (for example with regard to concept, design and/or technology), VISIORIZE is free to implement the service.

3.2

All work shall be carried out to the best of our knowledge and belief, taking into account a balanced relationship between cost-effectiveness and the best possible success in the interests of the client. Installation, instruction and training shall only be part of VISIORIZE's performance obligations if this has been expressly agreed. VISIORIZE must only take into account requests for changes and extensions if they are necessary for technical reasons in order to achieve the purpose of the contract.

3.3

In the event of a significant change to VISIORIZE's contractual obligations for the purpose of adapting them to the client's requirements, VISIORIZE may charge the client for the necessary additional expenses. This shall also apply to a comprehensive examination of whether and under what conditions the change or extension is feasible, provided that VISIORIZE has pointed this out in writing.

4. PRICES AND TERMS OF PAYMENT

4.1

The offer prices of VISIORIZE shall apply. The invoice amount shall be due immediately and without deduction upon receipt of the invoice. Fixed prices shall only apply if the price agreement in the individual case, e.g. on the basis of an offer, contains neither a price increase option nor a time limit for the fixed price agreement.

4.2

The prices do not include statutory VAT. Shipping costs, installation, training and other ancillary services are not included in the price, unless otherwise agreed. Additional services that are not included in the price list or the offer shall be remunerated separately. This applies in particular to additional expenses resulting from
a. the submission of data in non-digitized form,
b. the necessary and reasonable use of third-party services,
c. expenses for license management,
d. commissioned testing, research services and legal checks
e. services provided outside business hours and
f. the archiving of data/films/raw material etc.
c. von Aufwand für Lizenzmanagement,
d. in Auftrag gegebener Test-, Recherchedienstleistungen und rechtlichen Prüfungen
e. außerhalb der Geschäftszeiten erbrachter Dienstleistungen sowie
f. die Archivierung von Daten/Filmen/Rohmaterial etc.

4.3

If the client is in arrears with payment, he must expect to pay interest on arrears amounting to 8% above the base interest rate. Interest on arrears will be charged if the payment deadline is exceeded, even without a reminder.

4.4

The client must expect VISIORIZE to offset payments against older debts first. If legal costs such as reminder costs have already been incurred, VISIORIZE may first offset payments by the customer against these costs, then against the interest and finally against the principal performance.

4.5

VISIORIZE is entitled to demand an advance payment of half the total order value for production services.

4.6

If, after sending the order confirmation or request for down payment, the client does not fulfill his obligation to cooperate within the time limit or cancels an order placed by him, VISIORIZE may demand compensation for the expenses actually incurred, lost commissions and time costs incurred. In this case, VISIORIZE reserves the right to claim damages amounting to 20% of the net order value for the costs incurred in processing the order and for loss of profit, without prejudice to the possibility of claiming higher actual damages.

5. DEADLINES, TIME LIMITS AND OBSTACLES TO PERFORMANCE

5.1

Delivery dates or deadlines, which can be agreed as binding or non-binding, must be in writing.

5.2

If the cooperation of the client / customer is required or agreed for the performance of VISIORIZE, the delivery time shall be extended by the time that the customer has not fulfilled this obligation.

5.3

In the event of delays as a result of
a. changes in the requirements of the client/customer,
b. inadequate requirements in the customer's area of responsibility, insofar as they were not known to VISIORIZE or should not have been known,
c. problems with products or services of third parties (e.g. image and sound material),
the delivery or service date will be extended accordingly.

5.4

Defective deliveries or services shall be repaired or replaced by VISIORIZE within the warranty period of 12 months, which begins on the date of delivery or acceptance, following notification by the customer. VISIORIZE shall remedy the defects free of charge or provide the customer with a modified version free of charge which no longer contains the defect complained of. Any additional expenses shall be invoiced at cost.

If VISIORIZE is unable to provide its contractual services due to industrial action, pandemic, force majeure or other unavoidable circumstances, or is unable to provide them on time, VISIORIZE shall not suffer any adverse legal consequences.

5.5

If the customer orders changes or additions that are not only minor in scope, the dates and deadlines based on the original subject matter of the contract shall lose their validity.

11.2

The client assures that he is the owner of all rights to the materials which he makes available to VISIORIZE as a basis for work and that he may freely dispose of the rights of use. In this respect, the client shall be liable to VISIORIZE for any damage resulting from any insufficient ownership of rights by the client.

6. ABNAHME

6.1

VISIORIZE's services are deemed to have been accepted if the client has notified the readiness for acceptance, pointing out the importance of not declaring acceptance, and
a. the client does not declare acceptance within a period of time that allows the client to identify significant errors during the required careful inspection, but no later than 10 working days, or refuses to do so, specifying defects in as much detail as possible,
b. or the customer makes VISIORIZE's services or parts thereof available to third parties online without further inspection or commissions third parties to do so, provided that the non-acceptance is not based on a significant defect in the services provided by VISIORIZE.

6.2

The collection, processing and use of personal data takes place in compliance with the General Data Protection Regulation (GDPR).

12.5

Both contracting parties will treat any information marked confidential that becomes known to them within the scope of the contract as confidential.

The collection, processing and use of personal data is carried out in compliance with the General Data Protection Regulation (GDPR).

If the readiness for acceptance is not communicated, the time at which the customer should reasonably have become aware of the services shall apply instead of the time of the communication.

7. OBLIGATION OF THE CUSTOMER TO COOPERATE

7.1

The customer will provide VISIORIZE with the necessary data, especially the content required for the productions, in a timely manner and in digital form.

7.2

If VISIORIZE provides the client/customer with drafts and/or test versions, specifying a reasonable period of time for checking them for accuracy and completeness, the drafts and/or test versions shall be deemed to have been approved upon expiry of the period of time, provided VISIORIZE does not receive a request for correction.

7.3

The customer is responsible for providing sufficient resources and information within the scope of his duty to cooperate.

7.4

As soon as the customer becomes aware of any circumstances that may call into question the contractual fulfillment of the order, he must inform VISIORIZE immediately in writing of these circumstances and any measures to be considered by him.

8. RIGHTS OF USE

8.1

VISIORIZE shall grant the customer a simple and non-transferable right to use the designs provided by VISIORIZE, including all associated works and materials, for the agreed purpose of use. The customer shall acquire this right upon full payment of the services provided by VISIORIZE.

8.2

Any use beyond the purpose set out in the contract, including but not limited to modification, reproduction, distribution, transmission, display, performance, publication, licensing or creation of derivative works, without the prior written consent of VISIORIZE, is prohibited. The copyright and ownership rights to the designs remain with VISIORIZE. In the event of violations, VISIORIZE reserves the right to revoke the right of use and to demand appropriate compensation.

8.3

The customer is obliged to provide VISIORIZE with written information about the scope of use upon request. When using templates from the customer, VISIORIZE assumes that these are not encumbered with third-party rights or that the customer has the right of use required for the order.

8.4

VISIORIZE shall also make use of third-party rights (third-party license material) for its productions, which can only be transferred to the customer to a limited extent. The restricted transfer, which shall be communicated to the customer in each case, may result in third-party licensed material no longer being available or being available under significantly changed conditions over which VISIORIZE has no influence. In this case, VISIORIZE shall make every effort to use similar material. VISIORIZE may invoice the customer for the costs of third-party license material by presenting the licensor's invoice with a service surcharge of 20%. No further disclosure of components of the production encumbered with third-party rights shall be made.

8.5

The customer may only use third-party license material in connection with and within the scope of production. If a claim is made against VISIORIZE by the licensor because the third-party license material was not used for the agreed purpose, the customer shall be liable to VISIORIZE for compensation for the resulting damage.

8.6

Upon request, the client shall be obliged to provide VISIORIZE with written information on the scope of use. When using the client's templates, VISIORIZE shall assume that these are not encumbered with third-party rights or that the client has the right of use required for the order.

9. COPYRIGHT NOTICES AND REFERENCES

9.1

The client shall grant VISIORIZE the right to name the client as a reference customer using its company name and company logo within the scope of its business activities, irrespective of the transmission, carrier and storage technologies. For this purpose, the client shall grant VISIORIZE the free right, unlimited in time, space and content, to describe the project and the services of VISIORIZE and to use this description, including any verbatim quotations, in whole or in part, also mentioning the name of the client, using the client's logo for advertising purposes in both print and electronic media (including on social media platforms). The client may revoke this consent for good cause, taking into account the legitimate interests of VISIORIZE.

9.2

VISIORIZE reserves the right to use services provided, such as designs and objects, even if they are based on customer templates, for presentation purposes, in particular to include the customer's website in a reference list for advertising purposes and to set corresponding links.

10. WARRANTY

10.1

VISIORIZE will repair or replace defective deliveries or services within the warranty period of 12 months, which begins on the date of delivery or acceptance, after notification by the customer. VISIORIZE will repair the defects free of charge or provide the customer with a modified version free of charge that no longer contains the defect complained of. Any additional costs will be billed according to actual costs.

10.2

The customer will implement the troubleshooting measures immediately and in doing so observe the notification obligations.

10.3

Claims for defects do not exist if the defect is only insignificant, i.e. in particular if it does not have a significant effect on the agreed use.

10.4

If subsequent performance fails within a period set by the customer the customer may demand the rescission of the contract or the reduction of the purchase price.

10.5

The customer must notify VISIORIZE of obvious defects that would be easily noticed by an average customer within 10 working days of delivery by registered letter. Defects that are not obvious must be notified to VISIORIZE within 10 working days of being discovered. Otherwise, claims for these defects cannot be asserted. The defects must be described in detail.

11. LIABILITY

11.1

VISIORIZE shall only be responsible for intent and gross negligence. This shall not apply in cases of injury to life, limb or health. Liability for slight negligence shall be limited to foreseeable and contract-typical damages and damages due to contractual cardinal obligations, the fulfillment of which characterizes the contract and on which the client may rely. VISIORIZE shall not be responsible for delays in delivery or performance due to weather-related circumstances, the failure of communication services, official prohibitions and the like. The same applies to force majeure.

12. DATA PROTECTION AND CONFIDENTIALITY

12.1

The customer is aware of and agrees that the personal data required to process the contractual relationship will be stored by VISIORIZE and, if necessary, passed on to affiliated companies as part of the order processing. The customer expressly agrees to the collection, processing and use of his personal data.

12.2

12.3

The collection, processing and use of personal data is carried out in compliance with the General Data Protection Regulation (GDPR).

12.4

The customer has the right to revoke his consent at any time with effect for the future. In this case, VISIORIZE is obliged to delete the customer's personal data immediately. In the case of ongoing user relationships, deletion shall take place after termination of the contract.

12.5

Both contracting parties shall treat as confidential any information designated as confidential that becomes known to them in the context of the contract.

12.6

VISIORIZE points out that, given the current state of technology, it is not possible to prevent reproductions of works, in particular graphics or other optical or acoustic design elements, that are placed online.

13. APPLICABLE LAW, FOREIGN LANGUAGE AND PLACE OF JURISDICTION

13.1

The contracting parties agree that German law applies to all legal relationships arising from this contractual relationship. German law also applies to cross-border transactions, excluding the UN Convention on Contracts for the International Sale of Goods.

13.2

The place of jurisdiction is Hamburg if the customer is an entrepreneur or merchant or a legal entity under public law or a special fund under public law is the contractual partner.

13.3

If these General Terms and Conditions (GTC) are translated into a foreign language, the German version of the GTC shall always prevail in the event of linguistic ambiguities.

Contact:
0176 20412873

hello@visiorize.com

VISIORIZE PRODUCTION GmbH
Lederstrasse 28
22525 Hambu