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. Clauses deviating 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 herein in writing, offers or quotations do not bind Romana Chiara and serve merely as an invitation to place an order. Every accepted order will be confirmed in writing by Romana Chiara to the client.
2.2 Changes to the assignment, after it has been issued and accepted, must be communicated by the Client to Romana Chiara in a timely manner and in writing, and subsequently accepted in writing by Romana Chiara. If the changes are communicated verbally, by telephone, or by email, the risk thereof lies with the Client.
2.3 In the event of total or partial cancellation of an assignment, the Client shall pay Romana Chiara for the work already performed by her and indemnify her against all consequences arising from the cancellation.
Article 3. Delivery times
3.1 Delivery times are target times unless expressly accepted in writing by Romana Chiara as a firm deadline.
Article 4. Prices/payment
4.1 All prices quoted by Romana Chiara are exclusive of VAT.
4.2 Romana Chiara expressly reserves the right to send the Client an advance invoice at any time containing a stipulation that the agreed work will not be performed or continued until payment has been made.
4.3 All invoices from Romana Chiara must be paid by the Client within 14 days of the invoice date.
4.4 From the 16th day after the invoice date, the Client owes Romana Chiara interest on the outstanding amount at a rate of 1% per month, without further notice of default.
4.5 Romana Chiara is entitled to claim from the Client all costs incurred due to late payment, including all extrajudicial and judicial collection costs. The extrajudicial costs amount to at least 15% of the principal sum due, with a minimum of € 150.00, excluding disbursements and VAT.
Article 5. Liability/Indemnification
5.1 Romana Chiara shall not be liable for any loss or damage whatsoever arising from the Client’s use of the services, advice, designs and/or goods supplied by Romana Chiara.
5.2 The Client warrants the accuracy of the information provided to Romana Chiara in respect of the (technical) aspects – including trademark-related aspects – of the Client’s product and/or service for which Romana Chiara supplies goods and/or
services.
5.3 Where Romana Chiara provides communication materials to the Client, Romana Chiara shall in particular not be liable for the consequences of any misleading content, intervention by the Advertising Standards Authority, infringement of third-party intellectual property rights, the (non-)registration and (non-)maintenance of trade marks and designs, infringement of copyright, etc.
5.4 Romana Chiara shall not be liable for the applicability, accuracy and/or implementation of the designs, communication, marketing, advertising and management advice, and other services provided.
5.5 If Romana Chiara, on behalf of the Client, arranges for printed materials to be produced or supplies such materials, Romana Chiara shall not be liable for typesetting and/or printing errors where the Client has approved the proofs in writing.
5.6 The Client shall indemnify and hold harmless Romana Chiara against all claims made by third parties which may arise from instructions given by the Client to Romana Chiara.
5.7 Romana Chiara shall not be liable for any loss or damage, including consequential loss, resulting from the Client making available to her movable property such as samples, photographs, texts and/or address files. Where applicable, the Client shall insure such items.
5.8 Unauthorised modifications by the Client or third parties to designs or advice provided by Romana Chiara are not permitted and shall not result in any acceptance of liability by Romana Chiara for the consequences thereof.
5.9 Romana Chiara shall not be liable for (the consequences of) any alterations or distortions – howsoever described and howsoever caused – in her designs where such designs are used in a production or subsequent process in which Romana Chiara has no further involvement beyond the mere delivery of the design.
5.10 Notwithstanding the agreed exclusions and indemnities, if Romana Chiara is held liable for any loss or damage suffered by the Client, such liability shall in all cases be limited to the maximum amount payable under Romana Chiara’s public liability insurance in the relevant case. If the insurer does not make any payment or the loss is not covered by the insurance, Romana Chiara’s liability shall be limited to 80% of the invoice amount (excluding VAT and disbursements) relating to the relevant assignment.
Article 6. Intellectual property
6.1 The copyright as well as all other intellectual or industrial property rights to items supplied or made available by Romana Chiara to the Client shall vest exclusively with Romana Chiara or its licensors, and the Client shall acquire only the rights of use 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 exercise these rights exclusively for the benefit of its own business and for the purpose for which they were granted to it by Romana Chiara.
6.3 The right of use is not transferable to third parties without the written consent of Romana Chiara. The Client is not permitted to sell, rent out, alienate, or transfer the rights as security, or to 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 dissolve 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 control, as a result of which the fulfillment of the obligations towards the Client is wholly or partially prevented or as a result of which such fulfillment cannot reasonably be expected of Romana Chiara, regardless of whether those circumstances are foreseeable or could have been foreseen at the time of concluding the agreement. Such circumstances include, but are not limited to: war, riots, employee strikes, sudden excessive illness of personnel, government regulations, fire, (natural) disasters, burglary, serious technical malfunctions (particularly in computer equipment), and force majeure on the part of suppliers.
Article 8. Suspension and dissolution
If the Client fails to fulfill its obligations, or fails to do so properly or on time, as well as in the event of a suspension of payments, bankruptcy, cessation of operations, or liquidation of the Client's business, Romana Chiara is entitled, without notice of default and without judicial intervention: - to suspend the execution of the agreement and directly related agreements until payment is sufficiently secured; and/or - to dissolve the agreement and directly related agreements in whole or in part; without prejudice to the exercise of any other rights of Romana Chiara whatsoever and without Romana Chiara being liable for any compensation.