As of: November 2024
ASTRAL Kreativ GmbH (ASTRAL) is a design agency focusing on innovative digital projects. The customer is a company within the meaning of § 14 BGB, interested in utilizing the services offered by ASTRAL for one or more projects. The parties have made specific agreements in an offer or amendments, which regulate their mutual contractual obligations. These Terms and Conditions (T&Cs) complement these agreements and, in their current version, available at https://www.astral.de/en/terms.html, become an integral part of the contract upon its conclusion.
In this contract, the following terms have the following meanings, unless it is clear from the context that something else applies:
1. ASTRAL grants the customer the usage rights required and contractually agreed upon for the respective purpose concerning the services rendered. The usage rights are particularly limited in terms of time, space, and content to achieve the contractual purpose, unless explicitly agreed otherwise.
2. Unless otherwise agreed in the corresponding offer and amendments, only simple usage rights are granted for the accepted and paid final product. In any case, even if the exclusive usage right has been granted, ASTRAL remains entitled to use its designs and copies of the designs for self-promotion across all media. ASTRAL reserves the right to display the services rendered free of charge in its references (e.g., on its own website or in brochures).
3. The design work and the delivery of alternative designs, even if compensated, do not entail the transfer of usage rights. A specific agreement is required for this. Unless otherwise agreed in the offer or amendments, ASTRAL remains the owner or sole rights holder of the designs and is therefore entitled to use them freely for other potential clients.
4. The transfer and sublicensing of the usage rights by the customer to third parties requires an agreement with ASTRAL in writing. Third parties do not include affiliated companies within the meaning of § 15 of the German Stock Corporation Act (AktG) or the customer's legal successors.
5. If the transfer of usage rights is contractually agreed upon, these rights will be transferred only after full payment of the compensation, on a quid pro quo basis.
6. Suggestions and ideas from the customer or their other contributions do not create co-authorship rights for the customer.
1. Designs and other services provided in the course of presentations and/or pitches are to be treated as confidential, unless ASTRAL grants permission for the disclosure of these confidential materials. They are solely for presentation purposes and may under no circumstances be used, copied, or otherwise utilized.
2. If no order is placed after a presentation, all services and works remain the property of ASTRAL. The customer is not entitled to use, modify, or base any other material on this material in any form. If no order is placed, the customer must promptly return all presentation materials in their possession to ASTRAL or delete any data provided. If no order is placed, it remains at ASTRAL's discretion to use the presented ideas, works, designs, etc., for other projects and clients.
1. The respective offer and associated amendments regulate the compensation to be paid by the customer to ASTRAL. The compensation consists of the agreed fee for the services rendered by ASTRAL and expenses. Suggestions and ideas from the customer or their other contributions do not affect the amount of compensation.
2. If the relevant offer and associated amendments do not contain any contrary provisions, the services are generally provided for a fixed fee agreed upon in the respective offer and associated amendments. The agreed fee and the due dates for payment are recorded in the relevant offer and associated amendments.
3. In addition, ASTRAL is entitled to reimbursement for incurred expenses, such as travel costs, per diem allowances, courier or other shipping costs, material costs, disposal costs for materials, costs for specific equipment, or costs for the use of specific equipment, and other project-related expenses. For flights longer than four (4) hours, ASTRAL will charge according to the cost of a standard business class ticket. For flights shorter than four (4) hours, ASTRAL will charge according to the cost of a standard economy class ticket.
4. Unless otherwise agreed in the respective offer and associated amendments, ASTRAL will issue invoices monthly for services already rendered and expenses incurred. All invoice amounts are due within thirty (30) days of the invoice date. Payments must be made in Euro (EUR).
5. All invoice amounts are net, excluding VAT, if applicable.
6. In the event of default, ASTRAL is entitled to annual default interest at a rate of nine percentage points above the respective base rate.
7. All payments must be made via bank transfer to the following account:
ASTRAL Kreativ GmbH Hypovereinsbank München IBAN: DE92700202700015244751 SWIFT: HYVEDEMMXXX
The ASTRAL invoice number must be indicated as the payment reference for all payments.
1. The parties agree to treat as confidential any information and documents marked or identified as confidential, as well as information and documents that are objectively considered confidential and that are made accessible to the other party within the scope of this contractual relationship. This obligation does not apply to information and documents that were demonstrably already publicly known or freely accessible before the time of disclosure or that become publicly known or accessible without breaching this confidentiality obligation after disclosure.
2. Confidential information may only be made accessible to those employees of the parties who need the information for the performance of the contract. The parties guarantee that their employees, to whom they have provided information, will keep it confidential. The parties ensure that these employees have previously committed to confidentiality with respect to the other party, at least to the extent outlined in this section of the Terms and Conditions (§ 10), unless the relevant employees have already undertaken corresponding confidentiality obligations in their employment contract or in connection with this contract.
3. The parties further agree to handle all confidential information and documents of the other party with at least the same level of care as they would apply to their own confidential information of a similar nature, but in any case, with at least the commercially required usual care.
4. Disclosure of information and documents to third parties is only permitted with the prior consent of the other party. Affiliated companies within the meaning of § 15 of the German Stock Corporation Act (AktG) are not considered third parties.
5. If a party is legally required to disclose information to third parties or authorities, it will immediately inform the other party upon becoming aware of the obligation to do so.
6. If a party becomes aware that confidential information has been disclosed to an unauthorized third party, it will promptly notify the other party.
7. All confidential information and documents remain the property of the disclosing party.
8. The parties are aware that the betrayal of trade and business secrets is punishable under § 17 of the German Unfair Competition Act (UWG) and that, according to general civil law provisions, they are liable for any damages resulting from such disclosure.
The originals of the alternative drafts that have not been approved for production must be returned undamaged no later than one month after delivery, unless otherwise expressly agreed. In the case of damage or loss, the customer is required to reimburse the costs necessary to restore the originals. The assertion of further damages remains unaffected.
1. Each party agrees, during the term of the project and for one (1) year after the completion of the project, not to solicit or hire any employees of the other party who were involved in the performance or supervision of services under these terms and conditions or any offer or amendment concluded thereunder, either for themselves or for any third party.
2. If one of the parties violates this obligation, the breaching party must pay a penalty for each instance of violation. The penalty amounts to 20,000.00 EUR for each individual violation, regardless of whether the breach was committed by the contracting parties, their employees, or agents.
3. The injured party reserves the right to demand compensation for damages from the other party, with the penalty paid being credited toward the amount of the damage claim.
1. If the customer is entitled to warranty claims, ASTRAL is initially entitled to subsequent performance.
2. The services provided by ASTRAL must be immediately inspected by the customer for defects. If an obvious defect is found, it must be reported to ASTRAL within two weeks of delivery, otherwise, the corresponding warranty claims are void. If ASTRAL is not notified of a hidden defect within two weeks of discovery by the customer, the corresponding warranty claims are also void.
3. The warranty for defects in the services provided is excluded insofar as they result from the processing of defective materials or incorrect data provided by the customer to ASTRAL for processing and handling. This also applies to services that have been altered by the customer or third parties.
Warranty is also excluded for minor or insignificant deviations of the services from the agreed specifications (e.g., with regard to color, material thickness, and execution).
In the case of color reproductions in all printing processes, minor deviations from the original are considered a contractually performed service. The same applies to the comparison between proofs and final prints.
Printouts, samples, or screen views provided by ASTRAL are solely for the purpose of checking the data and are not color binding for printing.
4. The warranty period for material defects concerning ASTRAL's services is one (1) year from delivery to the customer or, if acceptance is required, from acceptance.
5. Claims of the customer for legal defects are excluded to the extent that the customer is responsible for them. Claims of the customer for the infringement of third-party rights are excluded to the extent that the infringement is caused by specific instructions from the customer or by the fact that the services are altered by the customer or third parties or are used in combination with products not supplied by ASTRAL.
1. ASTRAL does not provide any guarantees. Exceptions to this are guarantees arising from mandatory legal provisions.
2. The liability of the parties is limited as follows:
3. In the event of data loss caused by ASTRAL, ASTRAL is only liable for the costs of restoring data and systems that would have been incurred in the case of proper data backup.
4. The parties are obliged to avoid and mitigate damages within the scope of what is reasonable.
1. These General Terms and Conditions become an integral part of the contract upon conclusion of the contract or upon signing the associated offer, in their current version, available at www.astral.de/agb.
2. Each contract automatically ends with the completion of the project.
3. ASTRAL is entitled to terminate the contract with two weeks' notice if:
4. The right of either party to terminate the contract for an important reason remains unaffected.
5. The provisions regarding the confidentiality obligation in § 10 remain in effect for a period of three (3) years after the completion of the project or in the event of termination.
1. German law applies exclusively to all claims arising from or in connection with these General Terms and Conditions. The application of the UN Sales Convention (CISG) and international conflict-of-law rules is excluded.
2. Disputes arising from or in connection with these General Terms and Conditions are subject to the exclusive jurisdiction of the courts in Munich, unless there is a statutory exclusive jurisdiction (§ 40 (2) ZPO).
Any changes or additions to these General Terms and Conditions, the offer, or any supplements require text form to be effective. This also applies to changes to this clause itself.
1. Should individual provisions of these General Terms and Conditions, the respective offers, or supplements be or become ineffective, the effectiveness of the remaining provisions shall remain unaffected.
2. In such a case (§ 18, para. 1), the parties shall replace the ineffective provision with a legally effective provision that most closely achieves the economic result that the parties intended with the ineffective provision.
