1. SCOPE OF APPLICATION

1.1 General Application

These Terms and Conditions (T&Cs) apply exclusively to all contracts concluded between The Brand Flourist (Maria Höfflin, hereinafter "DESIGNER") and the Client. Conflicting or deviating conditions shall not become part of the contract unless DESIGNER has expressly agreed to their validity in writing.

1.2 Oral Agreements

No oral side agreements have been made between DESIGNER and the Client.

2. COPYRIGHT PROTECTION. USAGE RIGHTS; SELF-PROMOTION

2.1 Nature of Contract

The contract is a copyright work contract. The subject matter of the contract is the creation of the commissioned work and the granting of usage rights to this work. The provisions of contract law and copyright law apply.

2.2 Copyright Protection

All work by DESIGNER, in particular drafts, artwork, and the commissioned work as a whole, are protected as personal intellectual creations under copyright law, the provisions of which are considered agreed upon even if the requirements for copyright protection, particularly the required level of originality (§ 2 Abs. 2 UrhG), are not met.

2.3 Modifications

Without the consent of DESIGNER, their work and the final work, including copyright attribution, may not be altered, either in the original or in reproduction. Any imitation of the work or parts of the work, as well as preliminary work, is not permitted.

2.4 Scope of Usage

The work of DESIGNER may only be used for the agreed type of use, purpose, and scope. In the absence of an express written agreement, the purpose of the contract shall only be the purpose made recognizable by the Client when placing the order.

2.5 Grant of Usage Rights

DESIGNER grants the Client the usage rights necessary for the respective purpose of use (Section 2.4). A simple usage right is granted unless DESIGNER and the Client expressly agree otherwise. The grant of usage rights only occurs upon full payment of the fee.

2.6 Transfer to Third Parties

The transfer of granted usage rights to third parties requires the prior written consent of DESIGNER.

2.7 Attribution Right

Unless otherwise agreed, DESIGNER must be named as the author in the reproduction, distribution, exhibition, publications about the work, and/or public performance of drafts, artwork, and the work. If the Client violates the right to attribution, DESIGNER may demand a contractual penalty of 100% of the agreed fee for the use, or in the absence of such agreement, the appropriate and customary fee. This does not affect DESIGNER's right to claim higher damages based on a specific calculation.

2.8 Client Contributions

Suggestions, instructions, and input from the Client for technical, design, or other reasons, and their other collaboration, have no influence on the fee and do not establish co-authorship unless expressly agreed in writing.

2.9 Formal Protection Rights

Without prior written consent from DESIGNER, the Client is not authorised to register formal protection rights (e.g., registered design, community design, trademark, etc.) in relation to the drafts, artwork, or other work by DESIGNER.

2.10 Self-Promotion

DESIGNER retains the right to use the work created in fulfilment of the contract, or parts thereof, drafts, and other work for self-promotion in any medium (e.g., on their own website, portfolio, etc.) and to reference their work for the Client.

2.11 Enforcement of Rights

Unaffected by the grant of usage rights remains DESIGNER's right to assert claims for unauthorised use of the work, particularly on the Internet and social media platforms, in their own name. DESIGNER retains the right to enforce claims for injunction, damages, unjust enrichment, and information about the extent of infringement of their copyrights against responsible third parties, particularly the platform operator liable in case of infringement.

3. FEES & PAYMENT

3.1 Appropriate Compensation

To the extent that no specific fee has been agreed upon between the Client and DESIGNER, DESIGNER is entitled to appropriate and customary compensation.

3.2 Drafts

The preparation of drafts is always subject to a fee unless expressly agreed otherwise in writing.

3.3 Payment Terms

Fees are due on the specific dates defined in the individual contract between DESIGNER and CLIENT. A deposit of at least half of the total fee must be paid upon signing the contract to secure the CLIENT's spot in the DESIGNER's calendar. If the creation and delivery of the work occur in parts, the corresponding partial fees are due on the dates specified in the contract. If the execution of a contract extends over a longer period, DESIGNER may demand progress payments according to the work performed as specified in the contract.

3.4 Payment Period

All fees are net amounts, payable plus statutory VAT, without deduction within two weeks from the due date.

4. ADDITIONAL SERVICES. ANCILLARY AND TRAVEL COSTS. ARTIST SOCIAL INSURANCE

4.1 Additional Services

Unless otherwise agreed in writing, additional services that are not included in the contract are billed separately according to the amount of work required.

4.2 Ancillary Costs

Ancillary costs arising in connection with the design work or design execution work (e.g., for packaging, print costs, or any third-party costs) as well as costs for the acquisition of rights (e.g., image rights, font licenses, etc.), including any fees under the Artist Social Insurance Act (KSVG) or to GEMA, are to be reimbursed by the Client.

4.3 Travel Expenses

The Client reimburses DESIGNER for costs and expenses for travel that are necessary for the execution and fulfilment of the contract or the use of the work after prior coordination.

4.4 Due Date

Compensation for additional services is due upon their completion. Advanced ancillary costs are to be reimbursed upon incurrence. Compensation and ancillary costs are net amounts to be paid plus statutory VAT.

4.5 Artist Social Insurance Notice

DESIGNER's fees may potentially fall under the Client's obligation to pay contributions under the Artist Social Insurance Act (KSVG). If the Client is subject to contribution obligations, DESIGNER hereby gives notice that the Client is obligated to report to the Artist Social Insurance Fund.

5. THIRD-PARTY SERVICES

5.1 Third-Party Services in Client's Name

The procurement of third-party services necessary for the fulfilment of the contract or the use of the work within the contractual scope is undertaken by DESIGNER in the name and on account of the Client. The Client is obligated to grant DESIGNER the corresponding written power of attorney.

5.2 Third-Party Services in DESIGNER's Name

To the extent that DESIGNER, at the Client's request, procures third-party services in their own name and on their own account in individual cases, the Client is obligated to pay an appropriate advance for the expected costs. The Client indemnifies DESIGNER internally from all liabilities, particularly all costs arising from the contract conclusion.

6. CLIENT COOPERATION. CREATIVE FREEDOM. MATERIALS

6.1 Client Obligations

The Client is obligated to provide DESIGNER with all documents necessary for the fulfillment of the contract in a timely manner and to the agreed extent. This particularly concerns texts, photos, logos, graphics, films, music pieces, etc. DESIGNER is not responsible for delays in contract execution based on late or incomplete delivery of such documents.

6.2 Rights to Materials

The Client warrants that they are authorised to use all materials they provide to DESIGNER. The Client is solely responsible for the accuracy and completeness of the materials provided. If the Client is not authorised to use them or if the materials are not free from third-party rights, the Client indemnifies DESIGNER internally from all third-party claims.

6.3 Creative Freedom

DESIGNER has creative freedom within the scope of the contract. Within this scope, objections regarding the artistic design of drafts and the work are excluded. Additional costs for changes that the Client initiates during or after production are borne by the Client.

7. DATA DELIVERY AND HANDLING

7.1 No Obligation to Provide Data

DESIGNER is not obligated to hand over design data or other data (e.g., data from content, screen designs, drafts, etc.) or data carriers created in fulfilment of the contract to the Client. If the Client wishes to receive data or files, this must be agreed separately and compensated by the Client.

7.2 Use of Provided Data

If DESIGNER provides files or data to the Client, they may only be used to the agreed extent. Modifications or changes to the files or data may only be made with DESIGNER's consent.

7.3 Transport Risk

The Client bears the risk and costs of transport of data carriers, files, and data regardless of the transmission method.

7.4 Transmission Defects

DESIGNER is not liable for defects in data carriers, files, and data that arise during data transmission to the Client's system.

8. OWNERSHIP AND RETURN OBLIGATION

8.1 Grant of Usage Rights Only

For all drafts, artwork, and conceptual work, as well as any provided data, regardless of whether they are executed or not, only usage rights are granted, not ownership rights. Originals must be returned to DESIGNER undamaged no later than three months after delivery, unless expressly agreed otherwise.

8.2 Return Shipment

Shipments to and from are at the Client's risk and expense. In case of damage or loss, the Client must reimburse the costs necessary to restore the originals. DESIGNER reserves the right to claim further damages beyond this.

9. PROOFS. PRODUCTION SUPERVISION. SAMPLES

9.1 Proof Copies

Before the commencement of reproduction of the work (production start), proof copies must be submitted to DESIGNER.

9.2 Production Supervision

Production is only supervised by DESIGNER if this is agreed in a separate written agreement with the Client. In this case, DESIGNER is entitled to make necessary decisions at their own discretion and give instructions to production companies. DESIGNER is only liable for errors in case of their own fault and in accordance with Section 10.

9.3 Sample Copies

An appropriate number of flawless sample copies, at least 5 pieces, must be provided to DESIGNER free of charge from all reproduced works or parts of works or other work, which DESIGNER may also use for self-promotion.

10. WARRANTY. LIABILITY

10.1 Limitation of Liability

DESIGNER is only liable for damages in cases of intent or gross negligence. This excludes damages from the breach of a contractual obligation that is essential for achieving the purpose of the contract (cardinal obligation), as well as damages from injury to life, body, or health, for which DESIGNER is also liable in cases of slight negligence.

10.2 Limitation Period

Claims of the Client against DESIGNER based on breach of duty expire one year after the statutory commencement of the limitation period. This excludes claims for damages pursuant to Section 10.1; statutory limitation periods apply to these.

10.3 Inspection and Notice Obligation

The Client is obligated to inspect the work immediately after delivery and to notify any defects immediately. Obvious defects must be asserted in writing no later than two weeks after delivery. Timely dispatch of the notice of defects is sufficient to meet the deadline. In case of violation of the inspection and notice obligation, the work is considered accepted as free from defects.

10.4 Client's Approval Responsibility

The approval of production and publication is made by the Client. With approval, the Client assumes liability for the technical and functional correctness of text, image, design, and product.

10.5 Third-Party Services

With the exception of possible selection negligence, DESIGNER is not liable for third-party services that DESIGNER assigns to third parties.

10.6 Assignment of Claims

Insofar as DESIGNER procures third-party services at the Client's request in their own name and on their own account, DESIGNER hereby assigns to the Client all warranty, damages, and other claims against the third-party company arising from defective, delayed, or non-performance. The Client undertakes to first enforce the assigned claims against the third-party company before making claims against DESIGNER.

10.7 No Liability for Protectability

DESIGNER is not liable for the copyright, design and pattern, or trademark protectability or registrability of the work or parts of the work, as well as the drafts or other design work that they make available to the Client for use. DESIGNER is not obligated to conduct or initiate design, pattern, trademark, or other intellectual property searches. These, as well as a review of the intellectual property situation, are initiated by the Client themselves and at their own expense.

10.8 No Liability for Legal Admissibility

DESIGNER is not liable for the legal, particularly the copyright, design and pattern, competition law, or trademark law admissibility of the intended use of the work or parts of the work or the drafts. DESIGNER is only obligated to point out legal risks insofar as these become known to DESIGNER during the execution of the contract.

11. DATA PROTECTION INFORMATION (GDPR Article 13)

DESIGNER collects Client data for the purpose of contract performance and to fulfill contractual and pre-contractual obligations. The data collection and processing is necessary for contract performance and is based on Article 6(1)(b) GDPR. No data is shared with third parties. The data will be deleted as soon as it is no longer necessary for the purpose of its processing.

The Client has the right to request information about the data stored by DESIGNER about the Client, as well as to demand correction in case of inaccurate data or deletion in case of unlawful data storage.

Contact DESIGNER: Email: hello@thebrandflourist.co Address: [Your business address]

The Client also has the right to lodge a complaint with the supervisory authority.

12. PLACE OF PERFORMANCE

The place of performance for both parties is Germany.

13. FINAL PROVISIONS

13.1 Jurisdiction

The place of jurisdiction is Germany, provided the Client is a merchant and the contract belongs to the operation of their commercial business, or the Client is a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany.

DESIGNER is also entitled to sue at the Client's place of business.

13.2 Applicable Law

The law of the Federal Republic of Germany applies, excluding UN sales law.

13.3 Written Form

Insofar as written form is agreed for declarations under these T&Cs, text form pursuant to Section 126b BGB via email or fax also suffices.

13.4 Severability

If any provision of these T&Cs is wholly or partially invalid, the validity of the remaining provisions remains unaffected.

CONTACT INFORMATION

For questions or concerns regarding these Terms, please contact us at:

Company Name: The Brand Flourist

Email Address: hello@thebrandflourist.co