This English translation is provided for convenience. In the event of a discrepancy, the German version prevails. These Terms and Conditions apply exclusively to transactions with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.
1. Scope and contracting parties
1.1 These Terms and Conditions apply to all contracts between Christopher Hellwig, trading as projekt38 (“projekt38”), and the respective client (the “Client”) for creative, strategy, design, development, marketing and consulting services.
1.2 Terms of the Client that deviate from these Terms apply only if projekt38 has expressly agreed to them in text form.
1.3 Individual agreements in the contract, proposal or statement of work take precedence over these Terms. These Terms also apply to future business relationships if they have been validly incorporated.
2. Formation and scope of the contract
2.1 Proposals from projekt38 are non-binding unless expressly stated otherwise. A contract is formed when the proposal is accepted in text form, a project agreement is signed, or the parties mutually commence performance.
2.2 The nature and scope of the services are set out in the applicable proposal, project agreement, briefing and statement of work. If provisions conflict, the later or more specific agreement prevails.
2.3 Cost estimates are based on the project scope known when they are prepared. If projekt38 expects a material overrun, the Client will be informed.
2.4 Unless otherwise agreed, agreements of indefinite duration may be terminated in text form with three months’ notice to the end of a calendar month. The right to terminate for cause remains unaffected.
3. Client cooperation
3.1 The Client will provide all information, content, access, approvals and contacts required for the project in a timely manner and free of charge. Delays or additional work caused by late, incomplete or incorrect cooperation may result in adjusted deadlines and fees.
3.2 The Client will review interim results, corrections and approval requests within reasonable periods. Approvals in text form are binding unless the delivered result deviates from the approved version.
3.3 The Client warrants that it is entitled to use all materials it supplies and that their contractual use does not infringe third-party rights. If claims are made against projekt38 because of such materials, the Client will indemnify projekt38 against justified third-party claims and necessary defence costs to the extent of the Client’s responsibility. projekt38 will promptly notify the Client and allow it to participate in the defence.
4. Performance, deadlines and third parties
4.1 projekt38 performs the agreed services with customary professional care and is generally free to organise its workflows. projekt38 may engage suitable employees, freelancers and subcontractors.
4.2 Dates and deadlines are binding only if expressly agreed as binding. They are extended reasonably if the Client fails to cooperate on time, requests changes, or performance is impeded by an event outside projekt38’s control.
4.3 Partial performance is permitted if it can be used sensibly by the Client and acceptance is not unreasonable.
4.4 Necessary travel, licence, production, shipping and other third-party costs will be charged only if included in the proposal, approved by the Client or objectively necessary for contractual performance. Where possible, projekt38 will agree additional external costs with the Client in advance.
4.5 Raw data, editable production files, source materials, sketches, rejected concepts, internal working documents and project-specific tools are included only if expressly agreed.
5. Changes, interruption and termination
5.1 Changes or additions to the agreed scope will be coordinated in text form. Additional work is charged at the agreed rate or, in the absence of an agreed rate, at projekt38’s customary hourly or daily rate. Deadlines will be adjusted reasonably.
5.2 If the Client terminates or reduces a commissioned project without cause attributable to projekt38, the Client must pay for completed services, binding third-party costs and other documented expenses incurred up to that point.
5.3 If the Client terminates before work begins, projekt38 may claim 10 per cent of the agreed net fee as compensation. The Client may demonstrate that no loss or a materially lower loss occurred; projekt38 may demonstrate a higher actual loss.
5.4 Events outside projekt38’s reasonable control, including natural events, governmental measures, industrial disputes, war, pandemics and major failures of energy, telecommunications or IT infrastructure, extend performance periods by the duration of the impediment plus a reasonable restart period. If the impediment lasts more than eight weeks, either party may terminate the affected portion in text form.
6. Acceptance
6.1 Where the agreed service is capable of acceptance, the Client will inspect it promptly after delivery. Acceptance may not be refused because of immaterial defects.
6.2 After completion, projekt38 may set a reasonable deadline for acceptance. The service is deemed accepted if the Client does not refuse acceptance within that deadline while identifying at least one specific defect.
6.3 Distinct and independently usable parts may be accepted separately. Productive use may constitute acceptance unless the Client gives notice of a material defect in text form.
7. Fees and payment
7.1 Unless otherwise agreed, invoices are due without deduction within 14 calendar days of receipt. projekt38 may request reasonable milestone payments according to project progress if provided for in the proposal or contract.
7.2 Statutory default interest and the statutory default lump sum apply. For transactions that do not involve a consumer, the statutory default interest rate is currently nine percentage points above the German base interest rate.
7.3 The Client may set off only undisputed or finally adjudicated claims. Rights of retention may be exercised only for claims arising from the same contractual relationship.
8. Ownership, copyright and usage rights
8.1 All works and services created by projekt38 remain the property of projekt38 until the applicable fees have been paid in full. Moral rights and other non-transferable rights remain with their respective authors.
8.2 Once payment has been made in full, the Client receives the usage rights agreed in the contract. If the contract is silent, the Client receives a non-exclusive, worldwide, perpetual right of use to the extent required for the apparent contractual purpose. Exclusive rights, adaptation rights, transfer to third parties and delivery of editable files or source materials require an express agreement.
8.3 Fonts, stock materials, software, open-source components and other third-party content remain subject to their respective licence terms. projekt38 will inform the Client of material restrictions relevant to the agreed use.
8.4 projekt38 may show publicly released work, naming the Client, as a reference in its own media, presentations, competitions and social networks. This does not apply where legitimate confidentiality interests prevent publication or the parties agree otherwise.
9. Defects and liability
9.1 The Client will describe identifiable defects in a comprehensible manner and allow projekt38 a reasonable period to remedy them. Subjective preferences that do not conflict with an agreed specification do not constitute a defect.
9.2 The limitation period for defect claims is twelve months from acceptance or delivery. This does not apply in cases of intent, gross negligence, fraudulent concealment, an assumed guarantee, or injury to life, body or health.
9.3 projekt38 has unlimited liability for intent and gross negligence, injury to life, body or health, under the German Product Liability Act and within the scope of an assumed guarantee.
9.4 In the case of a slightly negligent breach of an essential contractual duty, liability is limited to the foreseeable loss typical for the contract. Essential duties are those whose performance makes proper execution of the contract possible and on which the Client may ordinarily rely. Liability for slight negligence is otherwise excluded.
9.5 projekt38 does not provide legal or tax advice. Unless a separate legal review has been expressly agreed, the Client is responsible for the legal admissibility of published content and measures. projekt38 will point out legal risks that are apparent in the course of its work.
10. Confidentiality and data protection
10.1 Both parties will treat the other party’s non-public commercial, technical and project information as confidential and use it only to perform the contract. Statutory disclosure obligations remain unaffected.
10.2 Personal data is processed in accordance with applicable data protection law. Where projekt38 processes personal data on the Client’s behalf, the parties will enter into any required data processing agreement before processing begins.
11. Final provisions
11.1 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
11.2 The place of performance is projekt38’s place of business. To the extent legally permissible and where the Client is a merchant, legal entity under public law or special fund under public law, projekt38’s place of business is the exclusive venue.
11.3 Amendments and additions to the contract must be made at least in text form unless stricter form is required by law. Individual agreements remain unaffected.
11.4 If any provision is or becomes invalid in whole or in part, the remaining provisions remain valid. The invalid provision is replaced by the applicable statutory rule.