These General Terms and Conditions (GTC) shall apply exclusively to all contracts between sl design® and its clients. Any general terms and conditions of the client shall not apply, regardless of whether sl design® expressly objects to them.

These GTC shall also apply to contracts concluded with clients outside of Germany.

For each project requested by the client, a written project agreement shall be concluded, comprehensively defining the respective obligations and services to be provided by sl design® and the client.

Offers presented in brochures, advertisements, or similar materials are non-binding and subject to change, including all pricing information.

If approvals, releases, instructions, documents, and/or additional information are required for sl design® to perform its services, these must be provided in a timely manner to ensure that sl design® can deliver its services smoothly, on schedule, and without additional costs or loss of quality.

Any additional costs incurred by sl design® due to delayed approvals or releases shall be borne by the client.

The client guarantees and warrants that all materials provided for the implementation of advertising measures are free from third-party rights. The client shall indemnify sl design® against any third-party claims upon first request. This indemnification shall also include all necessary legal defense costs.

In the event of any third-party claims, sl design® shall inform the client immediately.

If briefings and meetings between sl design® and the client take place by telephone or in any other verbal form, it shall be determined at the beginning of the briefing or meeting which party is responsible for preparing the meeting minutes.

The meeting minutes must be forwarded to the other party without delay and confirmed in writing by countersignature.

The contracting parties shall treat as strictly confidential all information obtained within the scope of their cooperation that is not intended for disclosure to unauthorized third parties. Employees and third parties who receive such information and documents for the performance of work under this agreement shall likewise be obligated to maintain confidentiality.

The confidentiality obligation shall remain in effect beyond the duration of the respective project agreement.

Furthermore, sl design® shall maintain confidentiality regarding the existence of the contractual relationship with the client throughout the duration of the respective project contract.

sl design® shall not assume any liability for direct or indirect damages unless such damages are caused by intentional misconduct or gross negligence. This exclusion of liability also applies to the liability of employees, legal representatives, and vicarious agents of sl design®. Liability arising from guarantees expressly assumed by sl design® or from fraudulent intent shall remain unaffected.

Liability of sl design® for slight negligence shall only apply, including outside contractual obligations, in cases involving the breach of essential contractual obligations whose fulfillment is necessary for the proper execution of the contract, whose breach endangers the achievement of the contractual purpose, and on whose compliance the client may regularly rely (so-called “cardinal obligations”). In cases involving the breach of such essential contractual obligations, liability for indirect damages, including loss of profit and consequential damages resulting from defects, shall be excluded.

Furthermore, the liability of sl design® shall be limited to damages typical for the contract and foreseeable at the time the contract was concluded, provided such damages are beyond the client’s control. Liability for such damages shall be limited in amount to the typically foreseeable damage.

The above exclusions and limitations of liability shall not apply in cases involving injury to life, body, or health. Liability under the German Product Liability Act shall remain unaffected.

Unless otherwise agreed, the examination of legal matters – particularly in the areas of copyright law, competition law, and trademark law – shall not form part of the services provided by sl design®. However, sl design® shall inform the client in a timely manner of any recognizable legal risks relating to the content or design of commissioned advertising measures.

If the client nevertheless insists on the implementation of such advertising measures, sl design® shall not be liable for any resulting damages, disadvantages, or risks. In this respect, the client shall indemnify sl design® against any third-party claims upon first request. Such indemnification shall also include all necessary legal defense costs.

In the event of claims being asserted by third parties, sl design® shall inform the client immediately.

sl design® shall be entitled to engage third parties for the fulfillment of obligations arising from the respective project agreement. The client’s consent shall not be required for this purpose. The confidentiality provisions set forth in Section 5 of these General Terms and Conditions shall apply accordingly.

Notwithstanding Section 7.1, the client’s written consent shall be required if contracts are awarded to third parties in the name and on behalf of the client.

Compensation shall be governed by the respective project agreement.

Unless a specific payment date has been agreed upon, all payments by the client shall be due within 8 days of receipt of the invoice.

Third-party costs processed through sl design® shall, unless otherwise agreed, be charged to the client with an additional handling fee of 15%.

In the event that the client terminates the contract prior to completion of the project pursuant to Section 649 of the German Civil Code (BGB), sl design® shall deduct any saved expenses from the agreed remuneration, up to a maximum of 40% of the total remuneration.

The assignment shall be deemed fulfilled and invoiced at 100% upon the provision of production data, the launch of online projects, or the delivery of printed materials or strategic concepts.

Contract Terms for Support Agreements

Unless otherwise agreed, support agreements shall have a minimum term of 12 months. The client may terminate the agreement with 3 months’ notice prior to the end of the contract term. If no termination is made, the contract shall automatically renew for an additional 12 months.

Default of Payment

If the client is in default of payment for at least 14 days and the outstanding amount equals at least the remuneration owed for the last billing period, the provider shall be entitled, after issuing a warning and corresponding notice, to refuse performance of its services.

As a rule, this shall occur through temporary suspension of services (see Section 9). The client’s obligation to pay shall remain unaffected.

The provider’s right to extraordinary termination without notice for good cause shall remain unaffected.

sl design® undertakes to properly store all work results created for the client, such as reports, print materials, and concepts, for a period of one year following the completion of the respective project, without additional remuneration. During this storage period, such materials shall be handed over to the client upon request.

After expiration of this period, the documents shall be returned to the client upon request. Otherwise, sl design® shall be entitled to destroy them. If the client requests storage beyond this period, such storage shall be carried out at the client’s expense. Any costs arising from transportation, destruction, related activities, or required insurance shall be borne by the client.

The storage obligation pursuant to Section 9.1 shall not apply to documents that are no longer required, such as sketches, drafts of unrealized advertising measures, or similar materials. sl design® may destroy such materials immediately.

Digital data shall only be archived by sl design® Full Service Advertising Agency if explicitly agreed upon in the project agreement. In such cases, the client may request release of the archived data at any time during the contractual period. Otherwise, the data shall be handed over upon termination of the contract.

The release of data shall take place by providing a commonly used data storage medium containing the data, enabling the client to independently continue future production processes (production PDF). This does not include source codes or source files, which shall always remain the property of sl design®.

Source files in digital format shall only be released by sl design® Full Service Advertising Agency if this has been explicitly agreed upon in advance within the project agreement.

Unless otherwise agreed in the individual project agreement, the client shall be granted a non-exclusive, unlimited right of use in terms of time, location, and content for all approved and fully paid analog and digital work results created by sl design®.

These usage rights shall always apply solely to the respective work created under the specific contract. Any independent reproduction of individual works from the respective contract (including images, texts, designs, or concepts) requires the prior approval of the author (sl design®).

The transfer or licensing of usage rights by the client to third parties shall require the prior written consent of sl design® in order to be valid. This restriction shall also apply to transfers or licensing to subsidiaries or affiliated companies within a corporate group.

Unless otherwise agreed in the respective project agreement, sl design® shall be entitled to retain copies of its work results or parts thereof, as well as sample copies of the completed work, and to use them free of charge for self-promotional purposes even after completion of the project assignment.

In particular, sl design® shall be entitled to name the client as a reference on its website, in brochures, or to present sample works to prospective clients.

The limitation period for claims arising from material defects and defects of title shall be 12 months, except in cases involving claims for damages.

The laws of the Federal Republic of Germany shall apply exclusively.

Any amendments or additions to this agreement must be made in writing to be legally effective. This shall also apply to any waiver of the written form requirement itself.

The place of jurisdiction for all disputes arising from this contract shall be the registered office of sl design®, provided that the client does not have a general place of jurisdiction within Germany, the client’s residence or habitual place of residence is unknown at the time legal action is initiated, or the client relocates their residence or habitual place of residence abroad after conclusion of the contract.

Should any provision of this agreement be or become invalid or unenforceable, whether in whole or in part, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision whose economic purpose comes as close as possible to that intended by the contracting parties with the invalid or unenforceable provision.

The above provisions shall apply accordingly in the event that the contract is found to contain any gaps or omissions.