General Terms and Conditions of Business
JUNO is an owner-managed, strategic branding and design agency. Together with our clients, we create inspiring and valuable corporate brands. To do this, we condense our clients' strengths into a unique brand story; we turn employees into participants and stage captivating brand presences on paper, online and as a spatial experience.
§ 1. Validity of the terms and conditions
The agency JUNO GmbH & Co.KG (hereinafter referred to as JUNO), Budapester Straße 49, 20359 Hamburg, performs its services exclusively on the basis of these terms and conditions (hereinafter referred to as T&C). This also applies to all future JUNO services, unless the T&C are explicitly agreed to be changed again. By placing the first assignment, the customer acknowledges the exclusive validity of the JUNO terms and conditions. Contradictory terms and conditions of purchase and delivery do not become part of the contract, even without express objection on our part, even in the case of performance/delivery.
The provisions of these T&C are binding for all legal transactions with JUNO. Unless something else has been agreed in writing.
§ 2. Conclusion of the contract
JUNO can be assigned by letter, e-mail or verbally. For an assignment, the customer should comprehensively explain the desired contractual objectives to JUNO.
The contract is concluded with JUNO's confirmation of acceptance to the customer. In the confirmation of acceptance, JUNO summarises the main contents of the contract. If JUNO declares acceptance by letter or email, the contract is concluded at the latest ten working days after receiving the confirmation with the content declared in this confirmation letter, if the client does not object within this period.
§ 3. Procedure of assignments
The contract shall be executed in three phases: Briefing, design and production phase.
The basis for the fulfilment of the contract is the project description (briefing), which JUNO receives from the client in writing or formulates in interaction with the client (in discussions, workshops, etc.) and on the basis of documents and information provided (figures, background information, etc.). A written project description (re-briefing), if any, prepared by JUNO must be checked by the client for accuracy and completeness. Subsequent change requests that were not agreed in the re-briefing may lead to separate deadline and price agreements.
After completion of the briefing phase in accordance with 3.2, JUNO will develop a concept or produce a sample draft within agreed deadlines (draft phase). The client has the right, after receiving the first concept or draft, to request changes/revisions twice or (in the case of absolute dislike of the first draft) can request a second draft. Requests for changes that go beyond this shall result in corresponding invoicing of the additional work incurred on an hourly rate basis.
§ 4. Agreements on deadlines
Agreements on timings and deadlines must always be confirmed in writing (usually in the form of a schedule).
The targeted fulfilment deadlines can only be met if the customer provides all necessary documents, data and information in full by the deadlines specified by JUNO. Delays in delivery and increases in costs caused by incorrect, incomplete or subsequently changed information or documents not made available will be at the expense of the customer.
Force majeure and natural disasters release JUNO from the obligation to deliver or allow JUNO to reschedule the agreed delivery period.
§ 5. Confidentiality
JUNO commits to keep all information and documents accessible in connection with the design assignment/offer, which are designated as confidential or which are clearly recognisable as business or trade secrets of the client, secret for an unlimited period of time and not to record, pass on or exploit them, unless this is necessary to achieve the purpose of the contract.
JUNO will ensure through suitable contractual agreements with the employees and authorised representatives working for JUNO that they also refrain from any exploitation, disclosure or unauthorised recording of such business and trade secrets for an unlimited period of time.
§ 6. Obligations and liabilities of the client
The customer is obliged – insofar as it is necessary for the fulfilment of the assignment – to cooperate in the execution of the assignment. To this end, he must provide JUNO with all information, documents and resources in a timely manner and at his own expense.
The customer is obliged to check the material provided for the assignment for any existing copyright and to obtain any necessary permission to use it for this purpose. Any claims for copyright infringement shall be borne by the client. The responsibility for text contents or other publications shall be borne solely by the client.
The client releases JUNO from all claims made by third parties against JUNO for conduct for which the client is responsible or liable under the contract. He bears the costs of any legal action.
JUNO is permitted to order external services necessary for the fulfilment of the order in the name and for the account of the client. The customer agrees to grant JUNO the necessary power of attorney.
Should in individual cases contracts for external services be concluded in the name and for the account of JUNO, the client undertakes to release JUNO internally from all liabilities arising from the closure of the contract. This includes in particular the coverage of costs.
§ 7. Copyright and rights of use
Every service provided by JUNO is carried out within the framework of a copyright contract which, in addition to the pure work, is also directed towards the granting of rights of use to the works.
All concepts, ideas, consulting and creative services (including drafts, final artwork, sketches, etc.) fall under the copyright law. The regulations of the copyright law apply between the contracting parties even if the necessary protection requirements should not be met in individual cases. JUNO (or the authorised service providers acting on behalf of JUNO) are thus entitled to the copyright claims from §§ 97ff. UrhG (German Copyright Act).
The drafts, final artwork, sketches, ideas, etc. may not be altered, either in the original or in reproduction, without the express consent of JUNO (or the authorised service providers acting on behalf of JUNO). Any imitation – even of parts – is not permitted. A breach of the provisions entitles JUNO to demand a contractual penalty amounting to double the agreed payment.
JUNO (or the authorised service providers acting on behalf of JUNO) transfers the rights of use required for the respective purpose to the client. Unless otherwise agreed, only a simple right of use is transferred in each case. Any transfer of rights of use by the client to third parties requires prior written agreement between the client and JUNO.
The rights of use are only transferred to the client after full payment of the remuneration by the client.
The customer is obliged to name JUNO as the author on the reproductions or in publications about the product (e.g. website imprint, press releases or similar). A violation of the right to name entitles JUNO to compensation in the amount customary in the industry (collective agreement for design services SDSt/AGD). As long as JUNO does not explicitly notify the client of infringements of the right to be named, JUNO implicitly waives the previous enforcement of this right and corresponding claims for damages.
Proposals and instructions of the client or his employees and representatives have no influence on the amount of the remuneration. These do not constitute a co-authorship right.
JUNO usually creates individual strategies, concepts, designs for each project. However, typical design styles (e.g. fonts) or individual graphic elements (e.g. certain photos or clipart) are inevitably used frequently by JUNO for commissioned work, so that the client expressly does not acquire any exclusive rights to these – even after acquiring a right of use to a work created by JUNO.
§ 8. Approval
Approval must take place within 10 working days and may not be refused on artistic grounds. There is freedom of design within the scope of the order.
If JUNO does not receive a confirmation of approval after 10 working days, the design is considered to have been approved and will be invoiced.
If the client refuses acceptance and declares withdrawal from the order, JUNO retains the right to remuneration for work already started/performed and the right to compensation.
§ 9. Remuneration
Unless a separate agreement has been made in the contract, remuneration for work performed (consulting, drafts, concepts, design, project management, etc.) shall be based on the time spent on the basis of the hourly rate card (as of 01.05.2023) or on the basis of the collective agreement for design services SDSt/AGD (latest version). The remuneration shall be exclusive of the statutory VAT.
Unless otherwise agreed, the remuneration for rights of use for services provided by JUNO is based on the collective agreement for design services SDSt/AGD (latest version). The remuneration does not include the statutory VAT.
The remuneration for consulting, drafts, concepts, project management, etc. and the granting of rights of use shall be in euros. The preparation of drafts is already subject to a fee, unless expressly agreed otherwise.
If designs are used to a greater extent than originally intended, JUNO is entitled to subsequently demand the difference between the higher remuneration for the actual use and the remuneration originally received.
Any costs and expenses for travel, allowances and overnight accommodation incurred in connection with the order and agreed with the client shall be invoiced separately to the client according to the rates applicable at the time.
Special services, such as the reworking or modification of final artwork, manuscript study, print monitoring, etc. will be charged separately according to the time spent.
The client can request two corrections to the delivered services from JUNO within the framework of the first offer, without being charged for additional work. From the third correction/change request onwards, JUNO will charge for the time incurred according to the applicable hourly rate card. (Status 01.05.2023)
If an order extends over a longer period of time, or if it requires JUNO to make large financial payments in advance, reasonable advance payments are to be made; namely one-third of the total remuneration when the order is placed, one-third after completion of 50% of the work, one-third after delivery.
§ 10. Maturity of the remuneration
Remuneration is due after approval of the design or the service or the partial services (see 9.8.). JUNO will issue a corresponding invoice after approval by the client. The invoice is to be paid within 14 days of the invoice date without deduction, unless there is a different regulation in the individual contract.
In the event of late payment, JUNO can demand default interest at the statutory rate, but at least 6% above the respective base interest rate of the European Central Bank p.a.. The enforcement of a proven higher damage remains unaffected by this, as does the right of the customer to prove a lower charge in individual cases.
§ 11. Warranty for work results under a service contract
JUNO agrees to carry out the order with the greatest possible care, and in particular to treat any templates, documents, samples etc. provided to it with care.
In the event of unsatisfactory performance, JUNO agrees to remedy the defect free of charge at its own discretion.
§ 12. Limitations of liability
JUNO's liability is limited to breaches of duty based on intent or gross negligence, insofar as JUNO culpably breaches a significant contractual obligation, and to cases of injury to life, body or health.
In addition, the liability for damages shall be limited to the amount of the foreseeable, typically occurring damage, but no more than the contract value. Claims for reimbursement of expenses on the part of the customer are in all cases limited to the interest which the customer has in the fulfilment of the contract.
Any further liability for damages or reimbursement of expenses than provided for in these General Terms and Conditions for Deliveries and Services is excluded, regardless of the legal nature of the asserted claim. In this respect, JUNO is in particular not liable for damage that has not occurred to the delivered item or service itself, such as loss of profit and other financial losses of the customer. The mandatory provisions of the Product Liability Act remain unaffected.
Insofar as liability is limited according to the above conditions, this also applies to the personal liability of JUNO's executives, employees, vicarious agents or assistants.
JUNO is not entitled to object to contributory negligence.
§ 13. Digital data
JUNO is not obliged to hand over files or layouts created by computer to the client. If the client wishes digital data to be handed over, this must be agreed and paid for separately.
If JUNO has provided the client with original digital files, these may only be changed with the prior consent of JUNO.
§ 14. Final clauses
The client agrees that JUNO may display the concepts and creative services etc. created for him as a reference on its homepage or use them in other advertising material as proof of its work. Furthermore, the client agrees that his company name, possibly with URL, may be included in JUNO's client list, which is also used for advertising purposes. Excluded from this regulation are projects that JUNO carries out for agencies, which in turn act as resellers and ask JUNO for anonymity or customer protection.
The client agrees that his personal data received in the course of the business relationship will be stored by JUNO. The data will only be used for internal purposes and will not be passed on to third parties.
Unless otherwise stated in the order confirmation, the place of performance is the registered office of JUNO (D-20359 Hamburg).
Status: 01.05.2023, D-20359 Hamburg