Terms and Conditions

As of June 13, 2021
Special Conditions

1. Scope

1.1 These general terms and conditions apply to all contracts for services between BE EXTRAORDINARY and the client with the exception of interior design services; the special conditions for interior design services apply to the latter. The current version of the General Terms and Conditions at the time the respective offer is submitted shall apply.

1.2 BE EXTRAORDINARY expressly objects to the application of deviating terms and conditions of the client. Deviations from the conditions listed here are only valid if they are expressly included in an offer from BE EXTRAORDINARY or BE EXTRAORDINARY expressly agrees to them in another way.

1.3 After their initial agreement, these GTC also apply to all extensions of an order and subsequent orders of the client, even if the client does not expressly agree to these GTC. This does not apply if conditions deviating from these GTC are expressly agreed (section 1.2).

2. Placing Orders

2.1 A contract between BE EXTRAORDINARY and the client for an order is concluded when the client confirms in writing the offer sent by BE EXTRAORDINARY.

2.2 All agreements that supplement or deviate from the offer and that are made between BE EXTRAORDINARY and the client as part of an order must be in writing to be effective. The initiation of further services by the customer within the scope of an order does not require the written form.

2.3 If BE EXTRAORDINARY performs additional services as part of an order at the instigation of the client, the remuneration agreed in the offer also applies to the additional services. If time-based remuneration is agreed in the offer for a service, the agreed daily or hourly rate applies to similar services; otherwise the agreed flat-rate remuneration applies to similar services. For other services, the usual remuneration is agreed (§ 632 Para. 2 BGB).

3. Subject matter of the contract, legal harmlessness of the work results

3.1 The work results of BE EXTRAORDINARY are protected as personal intellectual creations by copyright law. The parties agree on the validity of the copyright regulations in the event that the requirements for copyright protection according to § 2 UrhG are not met.

3.2 Each order placed with BE EXTRAORDINARY is a copyright contract aimed at granting rights of use to the work results.

3.3 The following points are not part of the services of BE EXTRAORDINARY, unless such services are expressly agreed in writing and paid for separately:

  • Examination of the admissibility of the work of BE EXTRAORDINARY under competition law, in particular the correctness of the information provided by the client
  • Examination of the suitability for registration under intellectual property law or the usability of the work results, in particular with regard to brands and company symbols
  • Clarification of personal rights, especially when depicting people
  • Clarification of copyrights and ancillary copyrights to the information and materials provided by the client as part of the order, in particular with regard to works of architecture, plans, photographs, graphics and logos

3.4 The customer is solely responsible for research and the legal admissibility of the intended use of the work results, in particular with regard to the correctness of the information contained, other violations of competition law or the infringement of the rights of third parties. When creating a website, BE EXTRAORDINARY does not guarantee that the imprint and data protection declaration will be correct. The client is solely responsible for their content and provision.

3.5 BE EXTRAORDINARY is only obliged to point out legal risks if BE EXTRAORDINARY becomes aware of them during the activity. The client shall indemnify BE EXTRAORDINARY against claims by third parties and damages, including the reasonable costs of legal action and legal defense, if BE EXTRAORDINARY has acted at the express request of the client, although BE EXTRAORDINARY has informed the client in writing about concerns about the admissibility of the measures.

3.6 The client assures that he is entitled to transfer the information and materials made available to BE EXTRAORDINARY and that he has no third-party rights oppose; that no rights of third parties prevent the use of the work results for the purpose of self-promotion (section 9.3); that all approvals that may be required have been obtained and documented.

3.7 The client shall indemnify BE EXTRAORDINARY against all claims by third parties due to the violation of their rights and the resulting damage, including the reasonable costs of legal action and legal defense. This does not apply if BE EXTRAORDINARY has expressly undertaken in writing to clarify rights or obtain consent.

4. Copyright, rights of use, technical protective measures, unauthorized use

4.1 BE EXTRAORDINARY assures that it is the author of its work results and that it does not infringe any third-party copyrights by making it available to the client.

4.2 Proposals by the customer or his employees or his or their other cooperation have no influence on the amount of the remuneration. They do not establish any joint copyright.

4.3 Rights of Use

4.3.1 BE EXTRAORDINARY grants the client the rights of use required for the respective purpose.

4.3.2 Unless otherwise expressly agreed, only the simple right of use is granted in each case. The work may only be used for the agreed scope of use (in terms of time, space and content). Any use beyond the agreed scope of use (in terms of time, space and content) is not permitted.

4.3.3 A transfer of the rights of use to third parties and the granting of rights of sub-use require a separate written agreement.

4.3.4 The rights of use granted to the client are not exclusive, BE EXTRAORDINARY is therefore entitled to use the work results itself, in particular for the purpose of self-presentation in all media (section 9.3).

4.3.5 The rights of use are only transferred to the client after full payment of the remuneration agreed for the work result in question.

4.4 The work results of BE EXTRAORDINARY may not be changed in the original or in the reproduction or public communication without the express consent of BE EXTRAORDINARY, e.g. B through assembly or other connection with other content such as text or sound, photo-technical alienation, coloring and other changes during playback. This applies in particular to publication in excerpts.

4.5 Any imitation of the work results – including parts – is not permitted.

4.6 So-called previews (previews of a visualization) are only intended for internal coordination between the client and the contractor; Rights of use are only granted to the client for this limited purpose. A transfer of these previews to third parties as well as the publication or other use by the client is expressly not permitted.

4.7 Attribution

4.7.1 BE EXTRAORDINARY must be named explicitly and clearly as the author on copies and in electronic documents. The designation „Visualization © BE EXTRAORDINARY“ must be attached directly to the image.

4.7.2 When used in the online area, section 4.7.1 applies accordingly. The company name must be hyperlinked to the BE EXTRAORDINARY website.

4.8 If the client uses a work result in a modified form with the consent of BE EXTRAORDINARY, he must ensure that the name of BE EXTRAORDINARY is electronically linked to the image data and that the image data is provided with effective technical protective measures.

4.9 Penalty and reasonable remuneration

4.9.1 If the client uses work results or previews beyond the rights of use granted above, without consent in a modified form or without proper naming of the author, or if he fails to take the measures required in Section 4.8, the client owes BE EXTRAORDINARY an appropriate contractual penalty , the amount of which is determined by BE EXTRAORDINARY at its reasonable discretion and whose adequacy is subject to judicial review. A paid contractual penalty is to be offset against the claim for damages, which BE EXTRAORDINARY can also assert in addition to a contractual penalty.

4.9.2 For the unauthorized use of a work result or preview, a reasonable fee in the amount of the fee agreed for the work result is to be paid as a minimum damage. A surcharge of 100% of the agreed remuneration or the remuneration owed in accordance with sentence 1 will be charged for incorrect naming of the author.

5. Compensation

5.1 Together with the granting of rights of use, the work results form a uniform service. Remuneration is based on the offer. The fees are net amounts to be paid plus statutory VAT.

5.2 If the time allotted for the work is exceeded for reasons for which the client is responsible, an agreed flat-rate fee must be increased accordingly. If a time fee has been agreed, BE EXTRAORDINARY will also receive the agreed hourly or daily rate for the time by which the work is extended.

5.3 Components of the offer that are marked with “*at cost” will be billed with a net hourly fee of EUR 150.00, unless another fee has been agreed. This also applies in particular to work that exceeds the agreed maximum number of corrections that were agreed for the part of the offer.

6. Acceptance, payment due date, default

6.1 The remuneration is due at the latest upon acceptance of the work results and is payable without deduction. If the ordered work is accepted in parts, a corresponding partial payment is due for such a partial acceptance. No acceptance is required for services that are billed according to the time spent; the corresponding remuneration is due when the service is rendered.

6.2 Acceptance may not be refused for creative or artistic reasons (section 11.1. If the client has not expressly declared acceptance within 2 weeks or declared in writing and with specific details of the defects asserted that the work result is not is in accordance with the contract, acceptance is deemed to have been granted.

6.3 If an order extends over a longer period of time or if it requires high financial advance payments from BE EXTRAORDINARY, BE EXTRAORDINARY can invoice the advance payments agreed in the offer.

6.4 BE EXTRAORDINARY is entitled to issue interim invoices that reflect the progress of the project in relation to the agreed total remuneration.

6.5 The client is in default without the need for a reminder no later than 30 days after the due date and receipt of the invoice. In the event of a delay in payment, BE EXTRAORDINARY can demand default interest at the statutory rate as well as the statutory default flat rate. We reserve the right to claim higher damages and to terminate the contract for important reasons.

6.6 An offsetting by the client is only permitted with recognized or legally established counterclaims and counterclaims due to defects; the same applies to the assertion of a right of retention.

7. Ownership of designs and data

7.1 All work documents including drafts, electronic data and records that are made by BE EXTRAORDINARY as part of the order processing remain with BE EXTRAORDINARY.

7.2 The data and files created in fulfillment of the contract also remain the property of BE EXTRAORDINARY. BE EXTRAORDINARY is only obliged to deliver the work results, but not to hand over further data and files to the client. If the client wishes their release, this must be agreed and paid for separately.

7.3 If BE EXTRAORDINARY has made data and files available to the client, these may only be changed or passed on with the prior consent of BE EXTRAORDINARY.

7.4 If work results or documents are sent in physical form, they are sent at the client’s risk and expense.

8. Confidentiality obligation

BE EXTRAORDINARY is obliged to treat all knowledge that BE EXTRAORDINARY receives as a result of an order from the client as strictly confidential for an unlimited period of time and to oblige both employees and any third parties involved to maintain absolute confidentiality in the same way.

9. Duplication, production monitoring, specimen copies and self-promotion

9.1 Before carrying out the duplication and distribution of the work results by the client, BE EXTRAORDINARY specimens must be submitted.

9.2 BE EXTRAORDINARY will only monitor the production of digital and analogue products, which does not serve to present the actual content, only on the basis of a special agreement.

9.3 BE EXTRAORDINARY has the right to refer to its authorship with regard to its created works at any time and without time limit – unless expressly agreed otherwise in writing with the client. This applies to in particular also through a reference with a link to his own website, or the use of excerpts from the works or the works as a whole in all media, in particular self-promotion in print media, on websites and in social media as well as at events and trade fairs. In doing so, BE EXTRAORDINARY may name the customer.

10. Liability and Warranty

10.1 BE EXTRAORDINARY is only liable for damage to property and financial loss, e.g. to objects, templates, films, models, layouts etc. provided to it in the event of intent and gross negligence. BE EXTRAORDINARY is also liable for damage resulting from injury to life, limb or health in the event of slight negligence. Otherwise, BE EXTRAORDINARY is only liable for slight negligence if an obligation is breached, compliance with which is essential for achieving the purpose of the contract and compliance with which the contractual partner regularly relies on (cardinal obligation), and liability is then limited to damage that is typical for the contract and foreseeable at the time the contract was concluded .

10.2 BE EXTRAORDINARY assumes no liability towards the customer for orders placed with third parties in the name and on account of the customer. In these cases, BE EXTRAORDINARY only acts as an intermediary and does not assume any performance obligations itself.

10.3 With the release of representations/photographs by the client, the latter assumes responsibility for the technical and functional correctness of the product, text and image.

10.4 Complaints about obvious defects must be made in writing to BE EXTRAORDINARY within 14 days of delivery of the work. The timely dispatch of the complaint is sufficient to meet the deadline. If asserted later, there are no warranty claims; Clause 10.1 applies to claims for damages.

11. Freedom of design, execution of the order

11.1 There is freedom of design within the scope of the order. Complaints or the refusal of acceptance with regard to the artistic design are excluded. If the customer requests changes during or after production, he must bear the additional costs caused by this.

11.2 If the execution of the order is delayed for reasons for which the client is responsible, BE EXTRAORDINARY can demand a reasonable increase in the fee. The assertion of further damage remains unaffected.

11.3 Unless otherwise expressly agreed, a flat rate of 2 correction loops shall apply to the performance of all activities as included in the offer components. Further correction requests will be billed at a net hourly rate of EUR 150.00.

12. Order duration, contract termination

12.1 Unless otherwise agreed in writing, each contract is concluded for an indefinite period.

12.2 Any termination must be in writing to be effective.

12.3 If BE EXTRAORDINARY terminates the contract extraordinarily, the service rendered will be billed according to the actual hourly expenditure up to the time of termination. This applies in particular if some services were only offered as a lump sum (e.g. with a flat-rate unit price for 3D visualisations). Services which, according to the offer, are calculated according to actual expenditure will also be billed up to the time of termination. Third-party services will be billed to the client.

12.4 If the client terminates the contract without good cause, BE EXTRAORDINARY is entitled to the agreed remuneration less the expenses that were saved as a result and that could be earned from other orders.

13. Final Provisions

13.1 If a written declaration is required in these General Terms and Conditions, transmission by fax or e-mail is sufficient.

13.2 The exclusive place of jurisdiction is the seat of BE EXTRAORDINARY if the client is a merchant, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in Germany or the client has his place of residence or place of business after the conclusion of the contract. has relocated its place of business or habitual abode outside of Germany or the domicile/place of business or habitual abode of the customer is unknown at the time the action is filed.

13.3 The law of the Federal Republic of Germany applies.

13.4 The client is not entitled to assign claims from the order.

13.5 Should any provision of these Terms and Conditions be in whole or in part to be ineffective or lose their legal effectiveness at a later point in time, this shall not affect the validity of the remaining provisions. The parties undertake to adapt the contract to another appropriate regulation that takes into account the interests of both parties and comes as close as possible to what the contracting parties would have wanted if they had known about the invalidity of the regulation.