General Terms and Conditions
1. Contractual Relationship
These General Terms and Conditions (GTC) apply to all business relationships with our clients. The GTC apply for the entire duration of the business relationship, including future collaboration, even if they are not expressly agreed upon again. Client terms and conditions that are not acknowledged in writing by pxlbrands GmbH are not binding, even if no explicit objection is raised. The contractual relationship is governed by service contract law, unless the applicability of contract-for-work law has been expressly agreed upon. Orders placed with pxlbrands GmbH must be submitted in writing and require written acknowledgment by pxlbrands GmbH to be legally effective. Insofar as the client qualifies as a merchant within the meaning of the German Commercial Code (HGB), their silence in response to a confirmation letter from pxlbrands GmbH shall be deemed consent.
2. Validity
Offers contained in brochures, advertisements, or similar materials from pxlbrands GmbH are non-binding. We consider ourselves bound by offers submitted in writing by pxlbrands GmbH for a period of 4 weeks.
3. Remuneration
The amount of remuneration is governed by the terms set out in the individual order. Where no fixed price has been agreed, the agents of pxlbrands GmbH record daily working hours in 15-minute intervals (0.25 hours) and activities in an activity report. Activity reports are sent to the client for review at the end of each month. If the client does not object within 10 business days of receiving the activity reports, these are deemed approved. Hourly billing is carried out at agency hourly rates, depending on the employee and the nature of the work, ranging between €85–160/hour (net).
Unless otherwise stipulated in the individual agreement, invoicing is carried out on a monthly basis. Payments are due within two weeks of receipt of the invoice. Retainer fees are due on the 15th of each month.
Performance-based fees are due in full upon signature of the relevant lease agreement by the client or their legal successors. For flat-rate fees, unless otherwise agreed on the offer sheet, 50% of the net order value will be invoiced upon acceptance of the offer, unless otherwise agreed. Only measures already in progress will be invoiced. The second half becomes due upon completion of the full scope of services. Should the work extend over a longer period, pxlbrands GmbH reserves the right to issue interim invoices for partial services. The client’s right to offset or withhold payment applies only insofar as their claim has been legally established or is undisputed.
4. Expenses
All expenses incurred by pxlbrands GmbH for travel and journeys undertaken on behalf of the client will be passed on to the client at cost. These include expenses for meals, accommodation, and flights, as well as rail, taxi, and car travel. For trips using a company vehicle, a rate of €0.65 per kilometer will be charged. pxlbrands GmbH reserves the right to adjust this rate in line with current market fuel prices, including during an ongoing project.
Copies of all receipts will be enclosed with the invoice. Net prices apply in accordance with the applicable invoicing terms.
5. Costs When Engaging Third Parties
The following applies to the engagement of additional third parties not included in the original offer:
Commissioning and supervision of third parties by pxlbrands GmbH: pxlbrands GmbH selects the appropriate company for the project and invoices that company directly. The net costs of the service provider’s invoice are passed on to the client. For this, pxlbrands GmbH charges a handling fee of 15%, or as agreed in a customized offer.
Commissioning and invoicing directly by the client: pxlbrands GmbH selects the appropriate company for the project and commissions the service in the name and on the account of the client. For this, pxlbrands GmbH charges a handling fee and a project management fee based on effort or as agreed in a customized offer. Unless the client provides contrary instructions, pxlbrands GmbH may freely choose which form of commissioning to apply.
6. Execution of the Order
pxlbrands GmbH is entitled to subcontract work. Stated deadlines are non-binding unless expressly designated as binding. However, pxlbrands GmbH will inform the client in a timely manner of any foreseeable delays.
7. Retention of Title
Until full payment of all present and future claims arising from the contract and an ongoing business relationship (secured claims), we retain ownership of the sold products. pxlbrands GmbH retains sole usage rights to all products until full payment has been received. However, the client is entitled to use the delivered products in accordance with the contract, provided they are not in default of payment.
The client is authorized to resell and/or process products subject to retention of title in the ordinary course of business. The retention of title extends to products created through processing, mixing, or combining our goods at their full value, with pxlbrands GmbH deemed the manufacturer. If third-party ownership rights remain following processing, mixing, or combining with third-party goods, pxlbrands GmbH acquires co-ownership in proportion to the invoice values of the processed, mixed, or combined goods. The same provisions applicable to goods delivered under retention of title shall apply to the resulting product. The client hereby assigns to pxlbrands GmbH, as security, all claims arising from the resale of the products/goods or the resulting product against third parties, in full or up to the amount of any co-ownership share of pxlbrands GmbH as described above. pxlbrands GmbH accepts this assignment. These obligations of the client also apply with respect to the assigned claims.
8. Warranty
The client’s rights in respect of material and legal defects are governed by statutory provisions, unless otherwise specified below. The client’s warranty claims presuppose that the client has fulfilled their statutory obligations of inspection and notification of defects (Sections 377, 381 HGB). If the client identifies defects, these must be reported in writing in a comprehensible manner within one week. Otherwise, the service is deemed to have been rendered in accordance with the contract. If the client fails to carry out a proper inspection and/or report defects, pxlbrands GmbH’s liability for defects not reported, not reported in time, or not properly reported is excluded in accordance with statutory provisions.
If the delivered item is defective, pxlbrands GmbH may initially choose whether to provide supplementary performance by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery). pxlbrands GmbH’s right to refuse supplementary performance under the statutory conditions remains unaffected. Print templates, digital data, and layouts created by pxlbrands GmbH remain the property of pxlbrands GmbH. Their use by the client requires a written agreement.
9. Liability
Upon the client’s approval of drafts etc., the client assumes responsibility for the accuracy of text and imagery. pxlbrands GmbH accepts no liability for such works. pxlbrands GmbH assumes no liability for any competition law or other legal permissibility of the works. Unless otherwise provided in these GTC, including the provisions below, pxlbrands GmbH shall be liable for breaches of contractual and non-contractual obligations in accordance with statutory provisions. Liability for indirect damages, such as loss of profit, is excluded.
pxlbrands GmbH shall be liable for damages — regardless of the legal grounds — under fault-based liability in cases of intent and gross negligence. In cases of simple negligence, pxlbrands GmbH shall be liable — subject to a less stringent standard of liability under statutory provisions (e.g. for care in one’s own affairs) — only for damages resulting from injury to life, body, or health; for damages resulting from a material breach of a key contractual obligation (an obligation whose fulfillment is essential for the proper execution of the contract and on the compliance with which the contracting party regularly relies and may rely); and for claims under the Product Liability Act. In these cases, however, liability is limited to compensation for foreseeable, typically occurring damages.
Subject to the provisions below, pxlbrands GmbH’s liability for damages is limited to a maximum of €350,000 per individual order. If the client wishes additional protection against damages, pxlbrands GmbH will negotiate an appropriate extension of its public liability insurance with the relevant insurer. The costs of additional premiums arising from an extension of insurance coverage shall be borne by the client.
10. Image Rights
If images from stock agencies are required, image rights must be acquired. The costs of image rights will be passed on to the client based on actual expenditure. pxlbrands GmbH will inform the client of the costs in advance and will only purchase the images after the client’s approval. When providing materials (images, text, etc.), the client guarantees that they are authorized to use such materials, that they are free from third-party rights, and that any persons depicted have consented to their publication. If, contrary to this guarantee, third-party claims arise, the client shall indemnify pxlbrands GmbH against such claims.
11. Usage Rights to Works
Insofar as copyrighted works (drawings, photographs, texts, etc.) are delivered in fulfillment of the order by pxlbrands GmbH and were created by permanently employed staff of pxlbrands GmbH, pxlbrands GmbH ensures that the usage rights required for the fulfillment of the order are acquired internally from the author(s) and transfers these usage rights to the client. Unless a specific written agreement is made, pxlbrands GmbH transfers a simple (non-exclusive) usage right, which permits the client to use the work alongside pxlbrands GmbH or other authorized parties in the manner permitted to them. The scope of the usage right is determined by the purpose for which it is granted (Section 31(5) of the German Copyright Act). The remuneration for these usage rights is included in the agreed fee. However, the transfer is conditional upon full and timely payment of the agreed fee and flat-rate costs.
If, in consultation with the client, copyrighted services are obtained from third parties, pxlbrands GmbH shall ensure the acquisition of usage rights from those third parties to the extent described above. This applies in particular to the acquisition of usage rights to images. The costs of such usage rights will be passed on to the client at cost. pxlbrands GmbH will inform the client of these costs in advance and will acquire the usage rights only after the client’s approval.
Usage rights beyond the scope described above must be specifically requested by the client. In such cases, pxlbrands GmbH will endeavor to acquire the desired additional usage rights but provides no guarantee of success. A separate fee must be agreed upon for such additional usage rights. In the event of rights acquisition from third parties, a 15% agency commission for pxlbrands GmbH arises upon payment of this fee by the client.
With regard to copyrighted services obtained from third parties, pxlbrands GmbH does not guarantee that those third parties are authorized to grant the usage rights provided or that the delivered works are free from third-party rights. Should pxlbrands GmbH become aware of any such deficiencies, it will inform the client without delay.
12. Self-Promotion by pxlbrands GmbH
pxlbrands GmbH is entitled to affix a copyright notice in an appropriate location and in a manner reasonable to the client on all advertising materials and printed products, insofar as these were created by employees of pxlbrands GmbH or by commissioned third parties. In the event of a full transfer of usage rights to the client, pxlbrands GmbH is entitled to instead affix a neutral reference to its company name as an indication of origin. pxlbrands GmbH is entitled to refer to the commissioning and subject matter of the order for self-promotional purposes. Naturally, all knowledge gained about the client’s internal business affairs is excluded from disclosure to third parties or to the public.
13. Reference Listing
pxlbrands GmbH is entitled to name the client and a description of the services rendered as a reference and to use this for promotional purposes on the internet (including social media), television, print advertising, editorial content, and other media. Upon request by pxlbrands GmbH, the client shall also provide their logo in a common file format for this purpose.
14. Miscellaneous
- The contractual relationship is governed by the law of the Federal Republic of Germany.
- The place of performance and jurisdiction is Düsseldorf.
- Amendments or changes to the contractual relationship must be made in writing. This also applies to this clause.