General Terms and Conditions

Terms

Contractor or Navy Spade - Navy Spade GmbH, Mergenthalerallee 73-75, 65760 Eschborn, Germany.

Client or Customer - other physical or legal entity that enters into a contractual relationship with the Contractor, for their own purposes.

Supplier - other physical or legal entity that enters into a contractual relationship with the Contractor, for the purposes of completing a request of a Client.

Final Work - these are the agreed upon deliverables in the contract between Contractor and Client that have been reviewed, accepted, and paid by the Client.

Raw Files - Are all other working materials, drafts, source code, engine code, 3D models, shader know-how, etc., that does not constitute Final Work and which is not part of the contract between Contractor and Client.

1. Validity

1.1. These General Terms and Conditions of Business of the Contractor shall form the basis for all offers, contracts, deliveries and services between the Contractor and the Client or Supplier. These terms and conditions shall be deemed accepted upon placement of a verbal or written order or acceptance of the offer. This shall also apply in particular if the Client uses its own General Terms and Conditions and these contain conditions that deviate from or contradict the conditions listed here.

1.2. Deviations from these General Terms and Conditions are only effective if the contractor confirms them in writing.

1.3. Navy Spade is entitled to amend these General Terms and Conditions at any time by giving reasonable notice. Upon receipt of this notification of change, the customer has an extraordinary right of termination. The changes shall be deemed approved if the customer does not object to the changes in writing within 14 days.

1.4. The Contractor's Final Work, services and offers are made exclusively on the basis of these Terms and Conditions. They shall therefore also apply to all future business relationships, even if they are not expressly agreed again. These terms and conditions shall be deemed accepted with the order confirmation. Counter-confirmations by the Client are hereby rejected.

2. Offer, scope of services and conclusion of contract

2.1. All information on the Contractor's website is provided without guarantee. The prices and conditions stated are for guidance only and will certainly differ from the actual offer.

2.2. All offers of the Contractor are subject to change and non-binding. The prices and conditions stated in the Contractor's offers shall remain valid for 30 days. Orders from potential Clients require precise, written confirmation by the Contractor. The contract is deemed as concluded if an issued order confirmation from Contractor is not contradicted in writing within 5 business days. The same applies to supplements, amendments or subsidiary agreements.

2.3. Orders addressed to Navy Spade are only binding if they are confirmed in writing by Navy Spade.

2.4. A delivery, partial delivery, invoicing or the obvious start of the project replaces the order confirmation. Verbal collateral agreements or promises are only binding if confirmed in writing by Navy Spade.

2.5. Navy Spade is not obliged to accept a subsequent amendment or extension of the order. Navy Spade is also entitled to refuse orders without giving reasons. The scope of the contractual service is set out in the underlying offer or the contract with its annexes.

2.6. The basis of all orders and contracts is the provision of the agreed upon service. A specific business success or key performance indicator(s) is not guaranteed.

2.7. Navy Spade is entitled to make use of vicarious agents necessary for the fulfillment of contractual obligations. In this case, these vicarious agents shall not become contractual partners of the Customer.

2.8. If the execution of the order is delayed or hindered by the Customer, in particular by the failure to provide the necessary information in good time, Navy Spade may demand a reasonable increase in remuneration or withdraw from the contract. In the event of withdrawal, the agreed remuneration shall be paid in the amount of the work performed, even if this work does not constitute a final product.

3. Delivery deadlines

3.1. The deadlines and dates stated verbally by the Contractor are non-binding. The conditions and deadlines stated on this website (navyspade.eu) are non-binding. Only the conditions expressly agreed in a written contract shall be binding.

3.2. If, in exceptional cases, binding completion and delivery dates have been agreed in writing, these shall only be binding as long as the Client fulfills its obligation to cooperate, in particular by providing the necessary information in good time. If the Client delays this, the agreed deadlines shall be extended by the duration of the hindrance plus a reasonable start-up time for the resumption of work.

3.3. The Contractor shall not be responsible for delays in delivery due to force majeure and unexpected serious events, such as subsequently occurring difficulties in procuring materials, operational disruptions or official orders, even in the case of bindingly agreed deadlines and dates. In such cases, the Contractor shall be entitled to postpone the execution of the order or to withdraw from the contract in whole or in part due to the part of the contract not yet fulfilled.

3.4. The Contractor shall be entitled to make partial deliveries and partial services (and pay for them) at any time. If partial services are rendered, accepted, and invoiced, such partial payments shall be due in the amount of the partial services rendered.

3.5. The Customer shall support Navy Spade in the fulfillment of the contractually owed service. As a matter of principle, Navy Spade does not undertake any inspection appointments, measurement work or similar activities on premise. The customer shall provide all information required for the execution of the order free of charge by post, e-mail or other electronic means of communication.

4. Fulfillment of services

4.1. Navy Spade provides services in the field of visualization and animation, in particular the graphic or animated representation of objects of all kinds or their handling. The visualization is based on the technical information provided by the client. Nevertheless, the focus here is on the overall impression of the Final Work. The development of detailed design solutions is not part of the contractually owed service. Navy Spade does not check the technical feasibility of the Final Work or whether it complies with the rules of technology.

4.2. The service owed shall be deemed to have been rendered upon handover to the client. Subjective or creative views or opinions of the client do not entitle the client to refuse acceptance of the services. Within the scope of the execution of the order, there is freedom of design and ideas.

4.3. The results shall be handed over in the form described in the contract, e.g. by email in PDF or JPG format, or by post.

5. Terms of payment

5.1. Unless otherwise agreed, the Contractor's invoices shall be payable without deduction 7 weekdays after invoicing.

5.2. Payment shall only be deemed to have been made when the Contractor can dispose of the amount and must be made by bank transfer.

5.3. The Client shall only be entitled to offset, withhold or reduce payment, even if notices of defects or counterclaims are asserted, if the Contractor has expressly agreed to this in writing or if the counterclaims have been legally established.

5.4. In the event of default in payment, the Contractor may demand default interest in the amount of 5% above the respective discount rate of the European Central Bank. The assertion of proven higher damages remains unaffected.

5.5. Suggestions and instructions of the Client for technical, creative and other reasons and their other cooperation shall have no diminishing effect on the fee; they shall also not constitute a joint copyright, unless this has been agreed in writing. The Contractor may reject certain very elaborate proposals and/or instructions not agreed in writing for commercial reasons; the claim to the original fee shall remain unaffected.

6. Rights of use

6.1. The Client shall only acquire the agreed rights of use. All other rights of use shall remain with the Contractor. The agreed rights of use shall not pass to the Client until the invoice amount has been paid in full. After full payment, the client shall receive the rights of use agreed in the offer and/or contract. The program and source code shall remain the property of Navy Spade.

6.2. If the Final Work supplied by the Contractor is not used in accordance with the contract, the Client shall be obliged to pay compensation in the amount of the benefit obtained in breach of contract, but at least in the amount of the customary fee. Multiple uses, e.g. for another project, require the consent of the Contractor and are subject to a fee. The rights of use may not be passed on to third parties without the consent of Navy Spade.

6.3. Unless otherwise agreed in writing, the Contractor has the right to use work produced by it, such as films, images, sound compositions, the customer name, the company and brand logo of the customer for the purpose of its own presentation, in particular for presentation on the Internet pages, at trade fairs and on the Contractor's demonstration video.

6.4. The Client assures that Client is authorized to use all templates provided to the Contractor. If, contrary to this assurance, the Client is not authorized to use them, the Client shall indemnify the Contractor against all claims for compensation by third parties.

6.5. The Contractor has the right to be named as the author on the reproductions. Any infringement of the right to be named shall entitle the Contractor to compensation. Without proof of higher damages, the compensation shall amount to 50% of the agreed remuneration. The right to claim higher damages upon proof remains unaffected.

6.6. The Contractor shall be deemed to be the author.

7. Limitation of liability

7.1. The Contractor shall only be liable for damages incurred in the event of intent and gross negligence. Compensation for damages exceeding the material value is excluded.

7.2. If Navy Spade commissions necessary external services, the respective subcontractors are not vicarious agents of the Contractor. The Contractor shall only be liable for its own fault and only for intent and gross negligence. Navy Spade shall not be liable for vicarious agents.

7.3. With the approval of drafts, final versions or final artwork by the Client, the Client assumes responsibility for the accuracy of text and images. Navy Spade accepts no liability for damage or consequential damage caused directly or indirectly by errors. This applies both to the Client and to third parties. Compensation in excess of the agreed remuneration is excluded.

7.4. The Contractor shall not be liable for any drafts, texts, final versions and final artwork approved by the Customer. Navy Spade shall not be liable for the documents provided or transmitted by the Customer or their contents; in particular, Navy Spade shall not be obliged to check the legal claims of third parties; rather, the Customer undertakes only to transmit documents which it is entitled to pass on and which do not infringe the rights of third parties.

7.5. The Contractor shall not be liable for the admissibility and registrability of the work with regard to competition law and the trademark.

7.6. Complaints of any kind must be made in writing to the Contractor within 14 days of delivery of the work. Thereafter, the work shall be deemed to have been accepted free of defects.

8. Retention of property rights

8.1. Property rights will not be transferred.

8.2. The materials supplied and the rights of use to the Final Work supplied by the Contractor shall remain the property of the Contractor until the full invoice amount has been paid.

8.3. If the Client acts in breach of contract, in particular in the event of default in payment or unlawful use, the Contractor shall be entitled to take back all legal rights for the Final Work. Taking back the rights does not constitute a withdrawal from the contract.

8.4. The physical originals provided by Contractor shall be returned back undamaged after a reasonable period of time, unless expressly agreed otherwise. In the event of damage or loss, the Client shall reimburse the costs necessary to restore the physical originals. The right to claim further damages remains unaffected.

8.5. The dispatch of Final Work and Raw Files shall be at the risk and for the account of the Client.

8.6. The Contractor is not obliged to hand over Raw Files to the Client. If the Client wishes the Raw Files to be handed over, this must be agreed and paid for separately. If the Contractor has provided the Client with Raw Files, these may only be modified with the Contractor's prior consent.

9. Confidentiality

9.1. Unless expressly agreed otherwise in writing, the information and materials submitted to the Contractor in connection with orders shall not be deemed confidential.

9.2. The Final Work produced by the Contractor shall not be deemed confidential.

10. Freedom of design

10.1. Within the scope of the order, there is freedom of design and ideas for the Contractor. Complaints regarding the artistic design are excluded.

10.2. If the Client wishes to make changes during or after production, the Client shall bear the additional costs. The Contractor shall retain the right to remuneration for work already commenced, i.e. the amendments to the accepted work shall be paid separately.

11. Final provisions

11.1. The place of fulfillment and jurisdiction is the city of Eschborn. The law of the Federal Republic of Germany shall apply.

11.2. The invalidity of one of the above provisions shall not affect the validity of the remaining provisions.

11.3. Amendments or supplements to these contractual terms and conditions shall only be valid if they have been agreed in writing and signed by both contracting parties.

last updated on 29.02.2024