Venture Idea GmbH

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1. Scope

All offers, services, and deliveries of Venture Idea GmbH are subject exclusively to these General Terms and Conditions. These are an integral part of all agreements with clients and also apply to all future offers and agreements regarding deliveries and services, without the need for renewed express reference. The client acknowledges these General Terms and Conditions and waives the application of its own terms of order. Deviating General Terms and Conditions of the client shall only become part of the contract if their inclusion is expressly confirmed in writing by Venture Idea GmbH.

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2. Conclusion of contract/Subject matter of contract

Contracts are concluded by written acceptance of a written order placed by the client and/or after signature of the written order confirmation by Venture Idea GmbH. All supplementary agreements and/or deviations and/or amendments must be in writing.

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3. Fee/Terms of payment

3.1.

Our deliveries and services shall each be remunerated with the fee separately agreed in individual cases and/or according to actual expenses on the basis of the cost estimates approved in writing by the client as well as our current price list and the hourly or fee rates stipulated therein. The agreed remuneration amounts are exclusive of the applicable statutory value added tax, currently 19%.

3.2.

The remuneration is due for payment within 2 weeks of the invoice date without deduction after invoicing.

3.3.

Depending on the order and/or project volume, we are entitled to demand reasonable advance payments.

3.4.

Offsetting against counterclaims of the client and/or the assertion of a right of retention due to such claims is only permissible if the counterclaims of the client are undisputed and/or have been legally established.

3.5.

If, after conclusion of the contract, we become aware of circumstances that objectively appear to endanger the fulfillment of our claims, we are entitled to execute outstanding deliveries and/or services only against advance payment or provision of security.

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4. Performance period

4.1.

The deadlines and dates agreed separately in detail shall apply. Delivery or service dates are not fixed dates, unless this is expressly agreed in writing.

4.2.

If the provision of our services and/or the delivery is delayed due to events caused by force majeure or other events that were not foreseeable at the time of conclusion of the contract and are beyond our control (e.g. operational disruptions through no fault of our own, lawful industrial action, official interventions, transport delays, etc.), we are entitled to postpone the provision of our services and/or the delivery for the duration of the hindrance caused thereby and/or to provide the client with reasonable partial services and/or partial deliveries. If the fulfillment of the contractual services becomes impossible for us due to such non-culpable events and/or circumstances, we are entitled to withdraw from the contract. The same applies if we are not supplied or are supplied with a delay by our suppliers through no fault of our own. If, as a result of any delay, the client can no longer be reasonably expected to accept the delivery and/or service, he is entitled to withdraw from the contract by means of an immediate written declaration to Venture Idea.

4.3.

Partial deliveries and/or the provision of partial services are permissible, provided that these are reasonable for the client and can be used within the scope of the agreed intended purpose.

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5. Commissioning of third parties

Venture Idea is entitled to engage third parties to fulfill the contract. The commissioning of third parties is generally carried out in its own name and for its own account, unless the commissioning in the name of the client is expressly agreed.

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6. Liability for Defects

If the services provided by Venture Idea are works, the statutory provisions of the law on contracts for work and services in the respectively valid version apply. The client is obligated to immediately inspect the performance results (works) for defects and to immediately submit any defect complaints in writing. Otherwise, any claims for defects are excluded. The limitation period for claims for defects is 12 months from acceptance of the service.  

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7. Copyright and other industrial property rights

Venture Idea grants the client the rights of use and exploitation of the deliveries and/or services and/or other performance results provided by it for the duration of the contractual agreement and/or the respective individual project and to the extent of the intended purpose provided for in the contract and/or respective individual project for use within the Federal Republic of Germany. Any changes and/or processing and/or transfer to third parties requires the prior, express written consent of Venture Idea.

If Venture Idea is provided with images, texts and/or similar representations by the client that are subject to the rights of third parties, the client shall indemnify Venture Idea internally against any claims by third parties.

If Venture Idea involves third parties in the provision of the contractual services, it will ensure through corresponding contractual agreements that the rights of use are transferred to the client to the aforementioned extent at the client's expense. The transfer of the rights of use and exploitation to the aforementioned extent is subject to full payment of the agreed remuneration.

Venture Idea is entitled to refer to the services it provides for its own advertising purposes.

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8. Liability

8.1.

Venture Idea is liable in accordance with the statutory provisions if the client asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of its legal representatives and/or vicarious agents. If Venture Idea is not to be blamed for an intentional breach of contract, the liability for damages is limited to the foreseeable damage typically occurring.

8.2.

The liability of Venture Idea in the event of simple negligence on the part of its executive bodies, legal representatives, employees and/or other vicarious agents is excluded. This does not apply in cases of a breach of essential contractual obligations and/or for damages resulting from culpable injury to life, limb or health and/or if we have assumed a guarantee for certain quality characteristics of the deliveries and/or services owed by us. An essential contractual obligation exists if it is an obligation on the fulfillment of which the client has relied and was entitled to rely.

8.3.

Any liability under the Product Liability Act remains unaffected.

8.4.

In the event of liability for simple negligence, our obligation to pay compensation is limited to the agreed fee.

8.5.

The foregoing exclusions and limitations of liability apply to the same extent in favor of the executive bodies, legal representatives, employees and other vicarious agents of Venture Idea.

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9. Confidentiality

The client undertakes to treat all information and/or business transactions, in particular trade secrets, disclosed by Venture Idea within the scope of the contractual relationship or in the future as strictly confidential and to use such information only for the purpose of examining a possible future cooperation and/or within the scope of the execution of the contractual relationship and - without the express written consent of Venture Idea - neither wholly nor partially for other purposes and not to pass it on to third parties. It guarantees that this information will only be made accessible to employees who need it for the aforementioned purpose and to obligate its employees to maintain confidentiality to a corresponding extent.

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10. General

10.1.

The place of jurisdiction for all disputes arising from the contractual relationship between Venture Idea and the client is Düsseldorf.

10.2.

The contractual and legal relationship between Venture Idea and the client is subject to 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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