unlimited.studio GmbH
Address
unlimited.studio GmbH
Am Alten Sudhaus 7 a
34119 Kassel
Germany
Represented by
Michel Schäfer, Daniel Schmier
Contact
E-mail: [email protected]
Phone: +49 561 98833921
This English version is provided for convenience. The German version („Allgemeine Geschäftsbedingungen“, available at /de/agb) is the legally binding text; in case of discrepancies, the German version prevails.
0. Scope, conclusion of contract
0.1. Orders placed with unlimited.studio GmbH (hereinafter “US”) are carried out exclusively on the basis of the following terms, unless the client objects. An objection must be identified as such and raised separately towards US. Where no objection is raised, the exclusive validity of these terms is acknowledged.
0.2. In commercial transactions, acknowledgement takes place at the latest upon acceptance of the quote or upon the first delivery or service by the contractor.
0.3. Deviating provisions require written form.
0.4. These terms apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.
0.5. These terms become part of the contract when US refers to them in the quote, estimate or invoice, they are accessible to the client (e.g. via link or as an attachment) and the client accepts the quote or estimate, places an order or makes use of the services of US (e.g. by paying an instalment invoice or by submitting materials for the project). For hosting and maintenance services, the service agreements in their current version (available via link) apply in addition; they become part of the contract upon commissioning.
0.6. Order of precedence: (1) individual agreements (confirmed in writing or in text form), (2) quote or service description, (3) service agreements for hosting/maintenance, (4) these terms, (5) statutory provisions.
1. Copyright and rights of use
1.1. The client is only entitled to use the concepts, designs and other works created by US if the required rights of use have been transferred, regardless of whether the proposals are protected by copyright or not. This also applies to use in modified form or by third parties. All concepts, designs and other works created by US may only be modified with the prior consent of US. In the event of a breach of these provisions, US may claim a contractual penalty amounting to twice the agreed invoice total or, if no remuneration has been agreed, twice the customary remuneration.
1.2. Upon payment of the remuneration, the client acquires the right to exploit the work to the agreed extent and for the agreed purpose. If exploitation goes beyond the agreed extent and/or purpose, in particular in the case of reprints or further processing by another agency, a new agreement and additional remuneration are owed. Rights of use pass to the client only after full payment of the remuneration. Continued use independently of US, in particular further development by another agency or operation on third-party infrastructure, requires an expressly agreed transferable or exclusive right of use.
1.3. US is entitled to sign the advertising material it has produced, to refer to its work for the client in its own advertising and to show the advertising material it has designed in brochures, on the internet and in other media. On request, the client shall provide US with a reasonable number of specimen copies.
1.4. Unless agreed otherwise, US is entitled to use logos and visual material for its own references.
1.5. The client is solely liable if the execution of its order infringes rights, in particular copyrights of third parties. The client shall indemnify the contractor against all third-party claims arising from such an infringement.
1.6. Images, graphics, texts as well as programming and web-based software solutions supplied by US are protected by copyright and are available to the contractual partner for the term of the contract. Any further use, reproduction or modification requires the written consent of US.
1.7. Unless a separate right of use is acquired, US grants the client only a simple, non-transferable and non-sublicensable right of use in the specific project result:
a) Purpose: use only for the contractually agreed purpose; adaptations/modifications are excluded.
b) Territory: limited to the country in which the client has its registered office.
c) Term: 12 months from the date of the final invoice / the contract period for retainer contracts.
d) Scope: reproductions (physical or digital) are only permitted with the prior consent of US.
All other rights remain with US.
1.8. For web developments, the following are not permitted without prior written consent or separate licensing: adaptations/modifications, 1:1 rebuilds on other systems, transfer to third parties, multiple use, white-label use and use for additional domains/languages/brands.
1.9. Open-source components are used in accordance with their respective licences; these rights are not transferred by US. US informs the client about relevant licence obligations (e.g. copyright notices).
1.10. Source and project files (e.g. Figma/Adobe files, repositories, build scripts) are not owed. They are handed over only under a separate agreement against additional remuneration; see also 3.3.
1.11. Attribution/agency credit: US may be named and linked as author/agency in the form customary in the industry (e.g. “design by unlimited.studio”), unless overriding legitimate interests of the client prevent this.
1.12. In addition: in the event of culpable breaches of the provisions of this section (in particular unauthorised modification/rebuild/transfer), US may, notwithstanding the contractual penalty stated in 1.1., claim a reasonable contractual penalty under the “Hamburger Brauch” principle; the amount is set by US at its reasonable discretion and may be reviewed by a court in the event of a dispute. Further claims (injunctive relief, removal, information, damages based on licence analogy) remain unaffected.
1.13. The client undertakes to comply with all licensing requirements for content/assets it provides or that are used in the project (in particular fonts, images, videos, logos, databases, SDKs, plugins) and to acquire the required rights of use. When open-source components are used, the licence terms (e.g. attribution, licence texts, copyright notices, source code provision) must be complied with and maintained in operation; the client indemnifies US against third-party claims arising from violations.
2. Remuneration
2.1. For individual orders and services without an agreed fixed price, the current hourly rate of US applies. Changes to the hourly rate are governed by 2.9. Orders with a fixed price, binding contracts and written agreements remain unaffected by changes to the hourly rate.
2.2. All services of US are subject to remuneration unless remuneration has been expressly excluded in writing in the individual case. This also applies to estimates. For its services, US receives the agreed remuneration or, if no remuneration has been agreed, the customary remuneration.
Invoices issued by the agency to the client are due within 10 days of receipt of the invoice without deduction.
The prices stated in a quote by US apply on the condition that the order data on which the quote is based remain unchanged, and for no longer than 4 weeks after receipt of the quote by the client.
Subsequent changes requested by the client, including the additional costs caused by them, are charged to the client.
Data carriers such as USB sticks, CD-ROMs etc. requested by the client are charged.
Special materials, translations, travel costs, expenses, organisation and procurement costs as well as technical costs such as interim recordings, photos, tooling costs and the production of advertising material etc. are charged in addition. In the case of exceptional advance services, a reasonable advance payment may be requested.
For larger orders or orders extending over a longer period, as well as for the production of advertising material, US is entitled to issue interim invoices or advance invoices.
If a concept developed by US and approved by the client is not implemented for reasons for which US is not responsible, the claim of US to remuneration remains unaffected.
US is entitled to carry out the commissioned work itself or to commission third parties with it.
2.3. US is entitled to place orders for the production of advertising material in whose creation it participates under the contract, as well as for the provision of web hosting, in its own name or in the name of the client. The client hereby expressly grants the corresponding power of attorney. Smaller orders of up to EUR 500.00 and orders within the scope of ongoing work, such as typesetting costs, retouching, interim recordings, web updates and the like, do not require estimates or prior approval.
2.4. Where US commissions third-party services in its own name at the client’s request, the client shall indemnify US against all liabilities arising from this. US may request advance payments in the full amount of the expected costs for third-party services.
2.5. The prices of US do not include VAT and apply ex works. They do not include packaging, postage, freight, insurance or other shipping costs.
2.6. US is a limited liability company (GmbH). Under current law, no artists’ social security contribution (Künstlersozialabgabe) is incurred by the client on invoices from US. Should this change in whole or in part for the order due to statutory or official changes or interpretations, the resulting additional costs may be passed on to the order value at the client’s expense.
2.7. Technical know-how, order description, tendering, quote evaluation, order placement, order monitoring, schedule and quality control and organisational costs are to be remunerated appropriately by the client.
2.8. In the event of default of payment by the client, US is entitled to withdraw discounts granted and to demand the list price instead. In addition, a reminder fee, default interest and an allocation of consulting costs may be demanded.
2.9. Changes to the hourly rate apply only to services commissioned in the future and are communicated in text form at least 14 days before they take effect.
2.10. The client may only offset or withhold payment on the basis of undisputed or legally established claims.
3. Retention of title, release of data
3.1. All designs and artwork remain the property of US and are to be returned at the request of US after a reasonable period. If the client is unable to return the material provided to it in perfect condition, it shall pay damages in the amount of the full remuneration in addition to the agreed remuneration. US reserves the right to claim higher damages.
3.2. Work and templates are dispatched at the risk and expense of the client.
3.3. US is not obliged to release files and data to the client. Even where rights of use have been transferred, the data remain the property of US. If the client wishes computer data to be released, this must be agreed and remunerated separately. Where US has provided the client with computer files, these may only be used for the agreed purpose and may only be modified with the prior consent of US. US is not liable for errors arising during transmission, for technical reasons or due to a lack of system compatibility, unless it has acted with intent or gross negligence. The data may only be used within the agreed scope. If the client uses the data beyond this, e.g. for other purposes or larger print runs than agreed, it shall pay US damages of at least twice the remuneration. The right to claim higher damages remains unaffected. (See also 1.1. & 1.2.)
4. Liability
4.1. US is liable without limitation in cases of intent and gross negligence, for damage resulting from injury to life, body or health, for fraudulently concealed defects, under the German Product Liability Act and to the extent of a guarantee it has assumed. In cases of slight negligence, US is liable only for the breach of an obligation whose fulfilment is essential for the proper performance of the contract and on whose observance the client may regularly rely (cardinal obligation); in this case, liability is limited to the damage typical for the contract and foreseeable at the time of conclusion of the contract, and at most to the remuneration of the affected order, or, for continuing obligations, to the remuneration of the last twelve months. Otherwise, liability for slight negligence is excluded. US is not liable for non-performance, defective performance, disruptions on the web or delay by third-party contractors who are not vicarious agents of US. For damage to templates and objects provided to US by the client, US is liable only up to the material value.
4.2. US undertakes to select and instruct its vicarious agents carefully. Beyond this, US is liable for its vicarious agents only if they have acted with intent or gross negligence.
4.3. The client must in any case check that the delivered goods and the preliminary and intermediate products sent for correction conform to the contract. Once the client has approved designs, texts, final artwork and final drawings, any liability of US ceases. In particular, approvals for printing must be given on time. If the client does not grant approval in time, US may also grant approval on the client’s behalf by implication. Printing errors or content errors in printed matter do not reduce the agency’s effort or the legal claim to full payment.
4.4. The risk of the legal admissibility of the measures developed and carried out by US is borne by the client. This applies in particular if the actions and measures violate provisions of competition law, copyright law and special advertising laws. US is, however, obliged to point out legal risks if these become known in the course of its work.
4.5. Complaints about obvious defects must be made to US in writing within 14 days of delivery of the work. After that, the work is deemed to have been accepted free of defects.
4.6. Claims of entrepreneurs against US become time-barred one year after the statutory start of limitation.
4.7. The client warrants that it is entitled to use all templates handed over to US. Should it not be entitled to use them contrary to this warranty, the client shall indemnify US against all claims for compensation.
5. Creative freedom and templates
5.1. US has creative freedom within the scope of the order. Changes to the original concept agreed between US and the client, as well as author’s corrections, are to be remunerated separately by the client on a time basis. Creative and conceptual services are not defective merely because they do not match the client’s personal taste; the agreed briefing or concept is the standard. The remuneration for approved or accepted services remains unaffected by subsequent design requests.
5.2. The client undertakes to provide US with all documents and information required for the proper execution of the order on time and free of charge. If the execution of the order is delayed for reasons for which the client is responsible, US may demand a reasonable increase in remuneration. In the event of intent or gross negligence, US may also claim damages. The right to claim further damages for delay remains unaffected.
5.3. The client undertakes to provide US only with templates such as photos, models, texts or other work which it is entitled to use. Should it not be entitled to use them contrary to this warranty, it bears full liability and shall indemnify US against all third-party claims.
5.4. The client warrants that it is entitled to use the computer programs and other data it provides to US.
5.5. US will treat all business transactions of the client that come to its knowledge, and the client’s internal affairs in general, as strictly confidential.
6. Final provisions
6.1. The place of performance and jurisdiction for all disputes, including those concerning bills of exchange and cheques, is the registered office of US, Kassel.
6.2. The invalidity of any of the above provisions does not affect the validity of the remaining provisions.
6.3. The law of the Federal Republic of Germany applies.
6.4. Notwithstanding the above provisions, US is entitled to sue the client at the client’s general place of jurisdiction.
6.5. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.
6.6. Force majeure: the parties are not liable for delays or non-performance caused by events beyond the control of US (in particular natural events, war, strikes, pandemics, official measures, large-scale infrastructure/provider failures, power/network outages); the obligations to perform are suspended for the duration of the event and revive afterwards.
6.7. “Working days” are Monday to Friday, excluding nationwide public holidays in Germany.
7. Acceptance (work services), defects
7.1. US announces states ready for acceptance and requests acceptance. Acceptance is deemed to have taken place if the client does not report any material defects within 10 working days of the request or uses the service productively. Insignificant defects do not prevent acceptance and are remedied under warranty.
7.2. Approvals per phase: concept, design (drafts, layouts, prototypes) and implementation are each submitted to the client for approval. Approval is given in text form (e.g. e-mail, project platform, approval tool) and constitutes partial acceptance of the approved phase. The approved state is the binding basis for the next phase; objections to the design, structure or scope of functions of the approved state are excluded thereafter. Change requests reported after approval or acceptance are change requests / additional services and are remunerated separately.
7.3. Obvious defects must be reported within 14 days of acceptance/handover. For software/works, claims for defects by entrepreneurs become time-barred within 12 months of acceptance, unless mandatory law provides otherwise.
7.4. Partial acceptances may take place for self-contained components of the service (e.g. individual modules/pages); their acceptance effect occurs independently of other services still outstanding.
7.5. Agreed acceptance dates are deemed to have been met when US gives notice that the service is ready for acceptance. If the client culpably fails to attend an acceptance date, US may trigger the deemed acceptance under 7.1.
7.6. Hidden defects must be reported in writing without delay after discovery, at the latest within 14 days of becoming aware of them.
7.7. A defect exists only if the service deviates from the agreed service description or the approved state. In particular, the following are not defects: deviations from expectations that were not agreed or from personal taste, subsequently changed requirements, customary differences in rendering between browsers, devices and operating systems, consequences of changes to third-party systems (plugins, interfaces, services, browsers) after acceptance, and consequences of interventions by the client or third parties.
7.8. In the event of defects, US has the right to subsequent performance at its own discretion (rectification or new production). Withdrawal, reduction of the price or damages in lieu of performance require a notice of defects in text form with a specific description, a reasonable period for subsequent performance of at least 30 days and the failure of two attempts at subsequent performance; in the case of insignificant defects, withdrawal and damages in lieu of performance are excluded. Withdrawal is limited to the defective service not yet accepted and does not extend to accepted or approved phases and partial services. The duty to inspect and give notice of defects under Section 377 of the German Commercial Code (HGB) applies accordingly.
7.9. The remuneration for accepted or approved phases and partial services remains owed in the event of a later termination, a withdrawal relating to other parts of the service or a discontinuation of the project, and is not refunded. If the client terminates the contract before completion, the remuneration for the services not yet rendered is governed by Section 648 BGB.
8. Hosting & maintenance (where agreed)
8.1. Hosting and maintenance services are optional services. The service agreements (link) in their current version apply in addition; deviating provisions there take precedence. Terms and termination are governed by the service agreements.
8.2. At the end of the contract, US provides a data export (DB/assets) for 14 days, exclusively for content for which the client has previously been granted and effectively transferred the required rights of use/transfer; no further release/transfer takes place. Migration/technical support is provided on a time basis.
8.3. US may carry out maintenance windows and necessary updates/upgrades and informs the client of planned downtimes where possible.
8.4. In the event of default of payment, security-relevant incidents or unlawful use, US is entitled to restrict or temporarily suspend services as appropriate; statutory rights remain unaffected.
8.5. US provides hosting and operation via data centres and services of third parties (e.g. server, DNS, e-mail and payment providers). US owes a specific availability only to the extent that it is promised in the service agreements or individually. For failures and disruptions of these third parties, US is liable under 4.1. only to the extent that they are based on a breach of duty by US itself.
8.6. Data backups cover only the website, database and files; e-mail mailboxes are excluded unless their backup is expressly commissioned as a separate package; otherwise their backup is the client’s responsibility. US owes data backups only if they have been commissioned as a service (quote or service agreement); scope, interval and retention are governed by that agreement. Without such a commission, the client is itself responsible for backing up its data. Backups that US nevertheless creates are voluntary; there is no entitlement to their existence, currency or restoration. Where a backup service has been commissioned, US is liable for data loss under 4.1. only for the effort required to restore from the last agreed backup. The client is responsible for content and data that it or its users upload; it indemnifies US against third-party claims based on this content or on the operation of the service by the client.
9. Data protection / processing on behalf
9.1. The parties comply with data protection law. The client remains the controller within the meaning of the GDPR and ensures lawfulness (including legal basis and information of data subjects).
9.2. Where US processes personal data on behalf of the client in the course of hosting, operation or maintenance, the parties conclude a data processing agreement under Art. 28 GDPR. The liability of US as processor towards the client is governed by 4.1., unless the GDPR provides otherwise mandatorily.
Terms for print orders
Print orders are carried out exclusively on the basis of the following terms.
1. Information, quotes and prices
1.1. The prices stated by US do not include VAT. They apply ex works and do not include freight/shipping. Exceptions must be confirmed in writing.
1.2. All prices are quoted in euros.
1.3. All quotes and information are non-binding.
2. Placing and acceptance of orders
2.1. Before printing begins, the client receives a proof or a digital proof, usually as a PDF file, which it must check for errors and approve in writing before printing begins.
2.2. Test prints or proofs of the client serve to check the data but cannot serve as colour-binding samples, in particular if the colour spaces of the printing press (CMYK) are not taken into account.
2.3. For low-value materials of the client (e.g. data carriers, proofs etc.), the contractor has no obligation to archive or return them, unless the client requests their return in writing when sending the documents.
3. Execution of the order
3.1. Changes after approval for printing cause additional costs, which depend on the degree of completion of the order and are invoiced to the client.
4. Delivery
4.1. Unless collected by the client, delivery is at the client’s risk. The delivery obligations of US are fulfilled as soon as the work and services have been dispatched. The risk of transmission (e.g. damage, loss, delay), regardless of the medium used, is borne by the client.
4.2. US is not liable for delivery delays that fall within the area of responsibility of third parties. Operational disruptions, both in the contractor’s business and in that of a supplier, in particular strikes, lockouts and all other cases of force majeure, do not entitle the client to terminate the contract. The principles governing the lapse of the basis of the contract remain unaffected.
4.3. Delivery dates require written confirmation by US. Fixed dates within the meaning of Section 361 BGB are only valid if they are confirmed in writing as fixed dates (also “firm date” or “binding date”). Delivery periods are only binding if the client has duly fulfilled any obligations to cooperate (e.g. provision of documents, approvals).
5. Retention of title
5.1. The goods remain the property of US until full payment has been made.
5.2. If third parties are involved in processing or finishing, the contractor is limited to a co-ownership share in the amount of the invoice value of the goods subject to retention of title. The ownership acquired in this way is deemed to be reserved ownership.
6. Complaints
6.1. In the case of justified complaints, the contractor is obliged to rectify and/or replace, to the exclusion of other claims.
6.2. Defects in part of the delivered goods do not entitle the client to complain about the entire delivery, unless the partial delivery is of no interest to the client.
6.3. In the case of colour reproductions in all production processes, minor deviations from the original or from existing series cannot be objected to.
6.4. Over- or under-deliveries of up to 10% of the ordered print run are possible for production reasons and cannot be objected to. The quantity delivered is invoiced.
6.5. For deviations in the quality of the material used, the client is liable only up to the amount of the order value.
6.6. Defects must be reported in writing without delay, at the latest within 7 days of delivery; in the case of justified defects, US will rectify or replace.
6.7. If the client waives the production of a proof, e.g. for scheduling reasons, US is released from any liability.
6.8. Production tolerances that occur within the technical possibilities of the machines (colour tolerances, folding tolerances etc.) cannot be the subject of complaints.
7. Liability
7.1. Unless expressly excluded in these terms, US is liable only in cases of mandatory liability under statutory provisions. Liability for consequential damage of any kind resulting from delayed delivery, incorrect delivery or defective printed products is generally limited to the amount of the order value.
7.2. Operational disruptions for which US is not responsible, e.g. due to force majeure, machine failure, strikes etc., which lead to delayed delivery, entitle the client to withdraw from the order if the contractor is unable to execute the order despite a grace period of 10 working days.
7.3. Immediate withdrawal from the order free of charge in the event of a delay in delivery is only possible in the case of a fixed date confirmed in writing.
7.4. Liability for the loss of or damage to documents, data or other materials sent in or provided is excluded.
8. Industrial property rights/copyright
8.1. The client is directly liable if the execution of its order infringes the rights of third parties, in particular copyrights. Upon placing the order, the client indemnifies US against all third-party claims arising from such an infringement.
9. Trade custom
9.1. In commercial transactions, the trade customs of the printing industry apply (e.g. no obligation to release intermediate products such as data, control prints or printing plates created for the production of the final product owed), unless a deviating contract has been concluded.
10. Severability clause
Should provisions of this contract be wholly or partly invalid or unenforceable, this shall not affect the validity of the remaining provisions of the contract. In such cases, the contractor is entitled to adopt, at its reasonable discretion, a provision that comes as close as possible to the invalid or unenforceable provision. The same applies if the contract turns out to contain a gap.
11. Place of performance and jurisdiction
The place of performance is the registered office of unlimited.studio GmbH. The Regional Court of Kassel has jurisdiction for all disputes. Local jurisdiction is determined by the registered office of unlimited.studio GmbH. The law of the Federal Republic of Germany applies to these terms and to the entire legal relationship.
The management
Version: 14 October 2026