General terms and conditions
Article 1. General
1.1 These terms and conditions form part of all agreements concluded with Romana Chiara Creative Studio, hereinafter referred to as: “Romana Chiara”, and apply to all her services. Stipulations that deviate from these terms and conditions are only binding if Romana Chiara has confirmed them in writing and apply exclusively to the agreement in which they were made.
1.2 The applicability of any general or specific terms or conditions of the client is expressly rejected by Romana Chiara.
Article 2. Offers/agreements
2.1 Unless a term for acceptance is expressly stated in writing, offers or price quotations are not binding on Romana Chiara and are only valid as an invitation to place an order. Each accepted order will be confirmed in writing by Romana Chiara to the client.
2.2 Changes to the order, after it has been provided and accepted, must be communicated to Romana Chiara by the client in writing and in good time and then accepted in writing by Romana Chiara. If the changes are communicated verbally, by telephone or by e-mail, the risk thereof is for the client.
2.3 In the event of full or partial cancellation of an order, the client must pay Romana Chiara for the work already carried out by her and indemnify her against all consequences arising from the cancellation.
Article 3. Delivery times
3.1 Delivery times are target times unless these have been expressly accepted in writing as a fatal term by Romana Chiara.
Article 4. Prices/payment
4.1 All prices stated by Romana Chiara are exclusive of VAT.
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4.2 Romana Chiara expressly reserves the right to send the client an advance invoice at any time, on which a condition is stated that the agreed work will not be performed or will be continued before payment has been made.
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4.3 All invoices from Romana Chiara must be paid by the client within 14 days of the invoice date.
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4.4 From the 16th day after the invoice date, the client owes Romana Chiara interest on the outstanding amount of 1% per month, without further notice of default.
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4.5 Romana Chiara is entitled to claim from the client all costs caused by late payment, including all extrajudicial and judicial collection costs. The extrajudicial costs amount to at least 15% of the principal amount due, with a minimum of € 150, excluding disbursements and VAT.
Article 5. Liability/indemnity
5.1 Romana Chiara is not liable for any damage whatsoever resulting from the client's use of the services, advice, designs and/or goods supplied by Romana Chiara.
5.2 Client guarantees the accuracy of the data provided by him to Romana Chiara with regard to the (technical) aspects - including trademark law aspects - of the product and/or service of client for which Romana Chiara supplies goods and/or services.
5.3 Where Romana Chiara supplies the client with communication expressions, Romana Chiara is in particular not liable for the consequences of any deception, intervention by the Advertising Code Committee, infringement of the intellectual property of third parties, (non-)depositing and (non-)maintaining brands and models, violating copyrights, etc. etc.
5.4 Romana Chiara is never liable for the applicability, correctness and/or elaboration of the designs, communication, marketing, advertising and management advice and other services provided by her.
5.5 If Romana Chiara has to have printed matter produced or supplied on behalf of the client, Romana Chiara is not liable for typographical and/or printing errors if the client has approved the proofs in writing.
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5.6 The Client indemnifies Romana Chiara against all claims from third parties that could originate from assignments from the Client to Romana Chiara.
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5.7 Romana Chiara is not liable for damage, including consequential damage, resulting from the Client actually making available to her movable property such as examples, photos, texts and/or address files, etc. etc. In such cases, the Client must insure such property.
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5.8 Unauthorized changes by the Client or third parties to designs or advice from Romana Chiara are not permitted and cannot lead to any acceptance of liability for the consequences thereof by Romana Chiara.
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5.9 Romana Chiara is not liable for (the consequences of) changes or mutilations – however named and however caused – in her designs, if those designs are used in a production or follow-up process in which Romana Chiara is not involved beyond the mere delivery of her design.
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5.10 If Romana Chiara, notwithstanding the agreed exclusions or indemnities, can be held liable for damage suffered by the client, the liability will at all times be limited to the maximum of the payment that Romana Chiara's liability insurer will make in the case in question. If the insurer does not make a payment in any case or the damage is not covered by the insurance, Romana Chiara's liability is limited to 80% of the invoice amount of Romana Chiara, excluding VAT and disbursements, which accompanied the relevant assignment to Romana Chiara.
Article 6. Intellectual property
6.1 The copyright as well as all other intellectual or industrial property rights to items supplied or made available to the client by Romana Chiara remain exclusively with Romana Chiara or its licensors and the client only obtains the user rights expressly granted in these terms and conditions, unless otherwise agreed in writing.
6.2 Romana Chiara grants the client only the non-exclusive right to use the aforementioned rights. The client may only use these rights for the benefit of her own company and for the purpose for which they were granted to her by Romana Chiara.
6.3 The right of use is not transferable to third parties without the written permission of Romana Chiara. The client is not permitted to sell, lease, alienate or transfer the rights as security or make them available to third parties in any way whatsoever.
Article 7. Force Majeure
7.1 In the event of temporary force majeure, Romana Chiara is entitled to suspend its obligations for the duration of the force majeure situation.
7.2 In the event of permanent force majeure, Romana Chiara is entitled to terminate the agreement in whole or in part.
7.3 The client shall not be entitled to any compensation in the event of either temporary or permanent force majeure.
7.4 Force majeure is understood to mean any circumstance over which Romana Chiara has no influence, which prevents the fulfilment of the obligations towards the client in whole or in part or which makes such fulfilment unreasonable to be expected of Romana Chiara, regardless of whether such circumstances were foreseeable or could have been foreseen at the time of concluding the agreement. Such circumstances include, but are not limited to: war, riots, employee actions, sudden excessive illness of personnel, government regulations, fire, (natural) disasters, burglary, serious technical failures (particularly in computer equipment) and force majeure on the part of suppliers.
Article 8. Suspension and termination
If the client fails to meet its obligations, fails to meet them properly or fails to meet them on time, or in the event of suspension of payments, bankruptcy, closure or liquidation of the client's company, Romana Chiara is entitled, without notice of default and without judicial intervention: - to suspend the performance of the agreement and the directly related agreements until payment has been sufficiently secured; and/or - to terminate the agreement and the directly related agreements in whole or in part; without prejudice to the exercise of any other rights of Romana Chiara and without Romana Chiara being liable for any damages.