Terms

Terms & Conditions

Last updated: Thursday, May 16, 2024

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VERNE is a media, design, content, and consulting firm committed to empowering businesses by enhancing their digital presence through innovative solutions. By accessing and utilizing our services, you acknowledge and agree to adhere to the Terms of Service outlined below. These terms are integral to ensuring a transparent, fair, and productive engagement between you and VERNE, guiding the provision and use of our services.

Our dedication to delivering excellence and innovation is at the heart of everything we do, aiming to drive your brand's growth and success in the dynamic digital arena. Please carefully review these terms as they constitute a binding agreement between you and VERNE, governing your use of our services and website.

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Scope

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1.1 These General Terms and Conditions (GTCs) govern all service agreements between a customer (Customer) and VERNE (Contractor), including all referenced contracts. Both entities in such agreements are termed "Parties."

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1.2 Customer's GTCs are acknowledged only if VERNE consents in writing.

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1.3 Should there be specific agreements differing from these GTCs within proposals, quotes, overarching agreements, or individual contracts, those specifics override these GTCs; otherwise, these GTCs apply.

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Cooperation, qualification, subcontractors, freelancers

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2.1 Cooperation and Communication: VERNE and its clients commit to a constructive partnership. Both parties will designate representatives who hold the authority to oversee services, make decisive choices, handle inquiries, and approve any modifications to service agreements in writing.

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2.2 Staff and Subcontractor Qualifications: VERNE guarantees that all personnel, including subcontractors and freelancers involved in delivering services, possess the requisite skills and qualifications. While VERNE retains the right to engage third parties at its discretion, client objections to such engagements are valid only when based on significant concerns regarding the third party's suitability.

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Customer Collaboration and Change Requests

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3.1 Collaboration Requirements: To ensure successful service delivery, clients are expected to:

Provide detailed information about the project scope and requirements promptly and completely.
Supply all necessary documentation relevant to the project.
Understand that any incorrect or incomplete information provided, leading to additional work, will incur extra charges.
Acknowledge that if the client requests changes to the project scope ("change requests") resulting in additional costs, VERNE will provide notification. These requests will proceed only upon agreement of additional compensation.

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Compensation (daily rate), Invoice, Payment, Terms of Payment, Taxes and Charges

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4.1 Compensation:

The Contractor and Customer can agree on either fixed compensation or compensation based on the time required.
If invoicing is based on time required, a daily rate covers eight (8) service hours.
Overtime on any one day will not be compensated but can be carried over to the following days.
If less than eight (8) service hours are performed on any one day, the shortfall must be made up on subsequent days. If not possible, compensation for the day in question shall be reduced proportionally.

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4.2 Invoicing:

Unless otherwise agreed, the Contractor invoices for services shortly after their provision.
Partial performance may be invoiced by the Contractor after each provision of service.
Parties may agree on monthly installments or grading based on project phases such as commissioning, acceptance (rough concept, detailed concept), and "Go live".

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4.3 Incomplete Services:

If services are not fully rendered due to any reason (e.g., early termination by the Customer), invoicing will reflect the current level of performance.

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4.4 Terms of Payment:

Unless otherwise arranged, payment is due within 14 days from the invoice date.

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4.5 Taxes and Charges:

All prices are net and exclude statutory value-added tax.
Duties, fees, and other charges, as well as artists' social insurance, are the responsibility of the Customer, even if incurred subsequently.

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Expenses

5.1 Unless otherwise specified, the following provisions regarding expense reimbursement shall apply:

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5.2 Travel Expenses: Third-party costs (e.g., taxi, hotel, car rental, airfare, and rail) shall be invoiced to the Customer inclusive of documentary evidence (e.g., original invoices, receipts). Travel expenses incurred by passenger cars will be invoiced at a rate of 0.30 EUR per kilometre.

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5.3 Meal Allowances: The Customer shall cover tax-recognized meal allowances.

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5.4 Other Costs: Additional expenses such as courier charges, transportation costs, colour copies, and colour printouts ordered by the Customer shall be invoiced based on documentary evidence.

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5.5 Regarding travel expenses, (i) train journeys shall be conducted in 2nd class + IC/ICE surcharges, and (ii) flights within the EU and Switzerland shall be conducted in Economy class.

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5.6 All expenses may be charged as they occur and are payable immediately upon invoicing, due net.

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Acceptance

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6.1 In the event that VERNE delivers a specific work result, such as customizable work, the Customer is required to accept it. Acceptance is deemed to have occurred if it is neither declared nor rejected within seven days after delivery, provided that the work result substantially aligns with the agreed-upon specifications. If there are significant deviations, VERNE will rectify these within a reasonable timeframe and resubmit the work result for acceptance. Acceptance shall occur at the latest upon payment for or utilization of the work.

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6.2 During the acceptance process, the Customer is obligated to thoroughly examine the service for defects and promptly notify VERNE in writing upon discovery of any such defects. VERNE must be given the opportunity to confirm the defect. Failure to issue or delay in issuing a notice of defect will result in the defect being deemed accepted by the Customer, and no warranty claims may be asserted unless the defect was not readily apparent.

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6.3 Any defects claimed within the warranty period upon discovery are to be remedied by VERNE at its own expense. The Customer shall provide VERNE with a reasonable grace period to complete the remedial action. Circumstances that impede or delay the rectification due to force majeure are to be borne by the Customer.

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6.4 If the service entails the development of software solutions, specific warranty rights will be stipulated separately. Furthermore, VERNE is not obligated to provide a warranty if the Customer modifies the contractual service itself or through a third party, or for errors not attributable to VERNE.

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Liability, Warranty Rights

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7.1 VERNE assumes unlimited liability only in cases of intent and gross negligence. In instances of simple negligence, VERNE is liable only if it breaches a duty that is crucial for the performance and fulfilment of the contract (material obligation). Liability for warranty claims is limited to a period of 12 months following acceptance.

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7.2 VERNE holds liability solely for cases of initial inability to perform if the hindrance to performance was either known to VERNE or if lack of awareness is due to gross negligence.

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7.3 The aforementioned limitations or exclusions do not affect claims under the German Product Liability Act or claims for injuries to life, limb, or health.

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7.4 If VERNE's liability is excluded or limited, this also extends to the personal liability of its employees, workers, staff, representatives, and vicarious agents.

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7.5 VERNE bears no liability for the performance of third parties over whose performance VERNE has no control.

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Rights of Use

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8.1 VERNE grants the Customer only the necessary rights of use to properly utilize the services/contractual services. The Customer will be provided with a non-exclusive right of use for VERNE's services.

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8.2 The Customer is strictly prohibited from transferring the contractual services to third parties, especially competitors of VERNE, granting them access to the contractual services, or allowing them to edit or modify the same. The rights of use granted to the Customer cannot be transferred or assigned to third parties. This provision does not apply to affiliated companies as defined in accordance with §15 of the German Stock Corporation Act (AktG).

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8.3 VERNE does not confer any rights of use to presentations, concepts, or other copyrightable works that have been provided to the Customer prior to the conclusion of a contract, or that have been rejected by the Customer, withdrawn by VERNE, or identified as copyrighted material.

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8.4 The granting of rights of use will occur upon receipt of the agreed compensation.

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Third-Party Intellectual Property Rights

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9.1 VERNE emphasizes that the legality of the agreed-upon services is contingent upon express agreement. Any associated costs are typically the responsibility of the Customer.

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9.2 The Customer is accountable for ensuring that the contractual services provided to VERNE are devoid of any intellectual property rights or other third-party rights that might impede or preclude contract fulfillment. Additionally, the Customer shall indemnify VERNE against all claims arising from potential infringements of third-party intellectual property rights due to the contracted services rendered.

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9.3 Both Parties are obliged to promptly inform each other in the event of claims being asserted against them for alleged violations of intellectual property rights.

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Confidentiality

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10.1 Confidential Information: VERNE and the Client shall maintain confidentiality concerning all information provided under this agreement, marked as confidential, or deemed as proprietary or trade secrets under any circumstances. This obligation shall extend indefinitely, and unless essential for the execution of this agreement, neither party shall record, disclose to third parties, or utilize such information.

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10.2 Non-Disclosure Agreement (NDA): Upon request by either party, VERNE and the Client shall enter into a separate Non-Disclosure Agreement to further protect confidential information shared during the course of their engagement.

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Reference

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11.1 Prior agreement is required for referencing VERNE as a party, as well as for utilizing its name (company) and/or trademark (logo).

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11.2 Press releases related to collaborative ventures or projects for self-representation must receive prior approval.

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Data Privacy

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12.1 VERNE acknowledges that any collection, processing, and utilization of personal data from the sphere of the other party during contract negotiations, contract initiation, and contract execution will adhere to applicable legal provisions on data protection. This includes compliance within the scope of the contractual purpose.

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12.2 If personal data is processed on behalf of the other party, VERNE and the other party will enter into a data processing agreement in accordance with § 11 of the German Federal Data Protection Act.

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Prohibition of Set-off, Non-Assignment Clause, Right of Retention

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13.1 VERNE does not permit the assignment of claims against it to third parties by the Customer without prior written consent from VERNE.

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13.2 The Customer may offset payment claims of VERNE only with undisputed or legally established claims.

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13.3 The Customer may assert a right of retention against VERNE only if it is based on undisputed or legally established claims.

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Jurisdiction, Applicable Law, Miscellaneous

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14.1 Jurisdiction and Applicable Law:

All disputes arising directly or indirectly from the contractual relationship, as well as the place of performance, shall fall under the jurisdiction of Berlin.

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14.2 Governing Law:

These General Terms and Conditions (GTCs) and the respective contractual relationship between VERNE and the client shall be governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

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14.3 Severability:

If any provision of these GTCs is found to be invalid, it shall not affect the validity of the remaining provisions. In such a case, VERNE and the client shall make reasonable efforts to replace the invalid provision with a valid one that best serves the original purpose and intent of the invalid provision.

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VERNE Media, Content & Consulting, September 2023

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F*ck it, let's work together

daariq@hiverne.com

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