General Terms and Conditions
1. Parties entering the contract
The term client refers to any person or institution having required the skills of Karsta Heinze for any service within the framework of design, illustration, translation, text editing and / or consulting skills. The term freelancer refers to Karsta Heinze. The term third party designates any person not party to the contract.
2. Offer and Agreement
2.1. The contract establishes the commercial relationship between the freelancer (Karsta Heinze) and the client. The signing of the quote implies acceptance of the General Terms and Conditions of the sale and compliance with the laws and regulations governing intellectual property.
2.2. The General Terms and Conditions govern all offers and the preparation, content and performance of all agreements concluded between the client and the freelancer. Deviations from the General Terms and Conditions may be agreed on between the client and the freelancer only in writing (email or letter).
2.3. All offers are without commitment and are valid for two months. Prices quoted may be subject to change due to unforeseen changes in the work. The rates and offers quoted do not automatically apply to future commissions. The client warrants that the information provided to the freelancer by it or on its behalf and on which the freelancer bases the offer, is correct and complete.
2.4. Commissions are confirmed when the client agrees in writing to the quote sent to him/ her by the freelancer. Any subsequent oral agreements and stipulations are not binding on the freelancer until he has confirmed them in writing.
3. Performance of the agreement
3.1. The freelancer must make every effort to perform the work commissioned carefully and independently, to promote the client’s interests to the best of his or her ability and to aim to achieve a result that is useful to the client, as can and may be expected of a reasonably and professionally acting freelancer. To the extent necessary the freelancer must keep the client informed of the progress of the work.
3.2. The client must do any and all things that are reasonably necessary or required to enable the freelancer to deliver punctually and properly, such as supplying (or causing the supply of) complete, sound and clear data or materials in a timely manner of which the freelancer states or of which the client understands or should reasonably understand that they are necessary for the performance of the agreement.
3.3. The client ensures that it owns the rights necessary for the exploitation of all the creative elements, in particular textual and iconographic, that it provides to the freelancer as part of its mission, and indemnifies the freelancer against any claim or action relating to intellectual property rights in materials or information supplied by the client and used in the performance of the work commissioned.
3.4. Terms stated by the freelancer for the performance of the work commissioned are approximations only, unless otherwise agreed in writing.
3.5. Prior to performance, production, reproduction or publication, the parties must give each other the opportunity to check and approve the final draft, prototypes or galley proofs of the result.
3.6. Differences between the (final) result and the agreements made cannot serve as grounds for rejection, discount, damages or dissolution of the agreement if those differences are reasonably of minor importance, taking all the circumstances into account.
3.7. Any complaints must be filed with the freelancer in writing at the earliest possible time but no later than ten business days after completion of the work commissioned, failing which the client is deemed to have accepted the result of the work commissioned in its entirety.
4. Fees and additional costs
4.1. The freelancer is entitled to a fee for the performance of the work commissioned.
4.2. If the freelancer is required to perform more or other work due to late delivery or non-delivery of complete, sound and clear information and/or materials, any change or error in instructions or briefings, or any external circumstances, such additional work is charged separately on the basis of the freelancer’s usual fees. The freelancer will then inform the client accordingly beforehand, unless that is impossible due to circumstances or the nature of the work does not allow any delay.
4.3. If the performance of the work commissioned is delayed or interrupted due to circumstances beyond the freelancer’s control, the costs involved, if any, are payable by the client. The freelancer must attempt to limit those costs to the extent possible.
5. Intellectual and other property rights (for illustration and / or design commissions)
5.2. All intellectual property rights arising from the work commissioned – including patents, trademarks, drawing or design rights and copyrights – in respect of the results of the work commissioned are vested in the Illustrator.
5.3. The parties agree to a transfer of the rights of use and distribution to the client upon receival of the full payment of the fees. This transfer and the conditions, on which the transfer takes place must always be recorded in writing. Until the moment of transfer, a right of use is granted.
5.4. Unless otherwise agreed, the (original) results (such as designs, design sketches, drafts, advice, reports, budgets, estimates, specifications, design drawings, illustrations, photographs, templates, audio films and video or other presentations, etc.) made by the freelancer as part of the work commissioned remain the freelancer’s property, irrespective of whether they have been made available to the client or to third parties.
6. Use of the result
6.1. Once the client has fulfilled all his obligations under the agreement with the freelancer, it acquires the right to use the result of the work commissioned in accordance with the agreed purpose. If no such specific purpose has been agreed on, the right of use is limited to that use of the work for which the commission was (manifestly) given. The right of use is exclusive, unless otherwise apparent from the nature of the agreement or otherwise agreed.
6.2. With due observance of the client’s interests, the freelancer may use the results at his discretion for his own publicity, to secure commissions, for promotional purposes, including competitions and exhibitions, etc.
7. Payment and suspension
7.1. All payments must be made without any deduction, set-off or suspension within 30 days of the invoice date, unless otherwise agreed in writing or stated in the invoice.
7.2. All goods delivered to the client remain the freelancer’s property until all the amounts that the client owes the freelancer under the agreement concluded between the parties have been paid to the freelancer.
7.3. The freelancer must arrange for timely invoicing. In consultation with the client the freelancer may charge the agreed fee and costs as an advance, in the interim or periodically.
7.4. If the client fails to pay all or part of the amounts due, it owes statutory interest and out-ofcourt costs of collection, amounting to at least 10% of the invoice amount.
8. Notice of termination and dissolution of the agreement
8.1. If the client gives notice of termination of the agreement, without any breach on the part of the freelancer, or if the freelancer dissolves the agreement on the grounds of breach by the client in the performance of the agreement, the client is liable for damages in addition to the freelancer’s fee and the costs incurred in connection with the work performed until that time. In this context any conduct by the client on the grounds of which the freelancer cannot reasonably be required to complete the work commissioned is also regarded as breach.
8.2. The damages referred to in the preceding paragraph of this Article include at least 30% of the balance of the fee that the client would owe the freelancer, if the work commissioned were completed in full.
9. Liability
9.1. Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this contract.
9.2. In the event of contact breach, the freelancer must first be given written notice of default, setting a reasonable term in which to perform his/her obligations, to correct any errors or to limit or reverse the loss.
9.3. The freelancer is liable towards the client only for direct damage attributable to the freelancer. The freelancer’s liability for indirect damage, including consequential damage, loss of profits, loss savings, mutilated or lost data or materials, or damage due to business interruption is excluded.
9.4. Except in the event of intent or wilful recklessness on the part of the freelancer, the freelancer’s liability is limited to the fee that he or she charged for the work commissioned, or in any event the part of the work commissioned to which the liability relates.
9.5. Any and all liability expires two years from the date on which the work commissioned has ended on the grounds of completion, termination or dissolution.
10. Other
10.1. Both parties must keep confidential any and all confidential information, facts and circumstances that come to their knowledge in the context of the work commissioned, from each other or from any other source, of which they can reasonably understand that their publication or disclosure to third parties might damage the freelancer or the client.
10.2.0If any provision of these General Terms and Conditions is void or voided, the other provisions of these General Terms of Conditions continue to apply in full.
10.3.0All agreements between the freelancer and the client are governed by French law. The parties will first attempt to settle any dispute that arises in consultation. Unless the parties have expressly agreed in writing on arbitration, the court that has jurisdiction by law or the court in the district in which the freelancer has its registered office has jurisdiction to hear and decide on any disputes between the freelancer and the client.