General Terms and Conditions

metavers GmbH - General Terms and Conditions (GTC)

1. General

For all business transactions (for so-called agency contracts special terms and conditions (BGB) shall apply) between the customer and metavers GmbH these terms and conditions shall apply exclusively. Conflicting terms and conditions of the customer shall only be effective if they are expressly accepted by metavers in writing. Agreements deviating from or supplementing these GTC must be made in writing. Should individual provisions of these GTC be invalid, this shall not affect the binding force of the remaining provisions and the contracts concluded on the basis thereof. The invalid provision shall be replaced by a valid provision that comes closest to it in meaning and purpose.

2. Conclusion of contract

The offers of meteavers are subject to change. Orders of the customer shall be deemed accepted only upon written confirmation of the order by metavers, unless metavers indicates that it accepts the order, e.g. by taking action on the basis of the order.

3. Service and fee

Unless otherwise agreed, metavers' fee claim for each individual service shall commence as soon as the service has been rendered. metavers is entitled to demand advance payments to cover its expenses. All services of metavers, which are not expressly covered by the concluded order, shall be agreed upon and remunerated separately. This applies especially to all additional services of metavers. All cash expenses incurred by metavers which exceed the usual business operations (e.g. messenger services, extraordinary shipping costs and travels, etc.) shall be reimbursed by the customer. Cost estimates of metavers are generally non-binding. If it is foreseeable that the actual costs exceed the costs estimated by metavers in writing by more than 20 percent, metavers shall inform the customer in writing about the higher costs. The cost overrun shall be deemed approved by the customer if the customer does not object in writing within three days after such notice and at the same time discloses less expensive alternatives. All work of metavers, which is not carried out due to reasons lying with the customer, shall be invoiced according to the contract. With the payment of this remuneration the customer does not acquire any rights to these works; concepts, drafts etc. which have not been executed have to be returned to metavers immediately.

4. Presentations

For the performance of presentations requested by the customer, metavers shall be entitled to an adequate fee, which shall at least cover the entire personnel, material and external service expenses of metavers for the presentation. If metavers does not receive an order after the presentation, all services rendered by metavers, in particular the presentation documents and their contents, shall remain the property of metavers; the customer shall not be entitled to further use them - in any form whatsoever. The documents are much more to be returned to metavers immediately. If the ideas and concepts introduced in the course of a presentation for the solution of communication tasks are not utilized in advertising material or other products designed by metavers, the agency shall be entitled to use the presented ideas and concepts for other purposes. The transfer of presentation documents to third parties, as well as their publication, duplication or other distribution is not permitted without the express consent of metavers.

5. Property rights and copyright protection

All services of metavers including those from presentations (e.g. suggestions, ideas, sketches, preliminary drafts, scripts, final artwork, concepts, negatives, slides, electronically stored photos, offers etc.), but also single parts thereof, as well as single work pieces and design originals remain the property of metavers and can be reclaimed by metavers at any time. By paying the fee the customer only acquires the right of use (including duplication) for the agreed purpose and in the agreed scope of use. Modifications of metavers' services by the customer shall only be permitted with the express consent of metavers and - insofar as these services are protected by copyright - of the author. The use of metavers' services beyond the originally agreed purpose and scope of use shall require the consent of metavers, irrespective of whether such service is protected by copyright. For this, metavers and, if applicable, the author shall be entitled to a separate adequate remuneration; adequate is in principle the fee stipulated in the order for the service. The copyrights to the services rendered by metavers are not transferable and shall remain with metavers in any case.

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6. Labelling

metavers shall be entitled to refer to metavers and to the originator, if any, on all advertising material and in all advertising measures, without the customer being entitled to any remuneration.

7. Approval

All services of metavers (in particular all preliminary drafts, sketches, final artwork, prints, texts, etc.) shall be reviewed by the customer and approved in writing within three days. In case of late release, the work submitted by metavers shall be deemed approved by the customer. The customer shall in particular check the legal admissibility of the metavers performance, especially the admissibility under competition and trademark law. metavers shall arrange for an external legal review only upon written request of the customer. The associated costs shall be borne by the customer.

8. Deadlines

metavers shall make every effort to meet the agreed deadlines. Non-compliance with the deadlines, however, entitles the customer to assert his legal rights only after he has granted metavers a grace period of at least 14 days. This period starts with the receipt of a reminder letter to metavers. Verifiably unavoidable or unforeseeable events, in particular delays at or by the contractors of metavers, shall in any case release metavers from the compliance with the agreed delivery date. metavers shall inform the customer immediately about such events.

9. Payments, retention of title

Invoices of metavers are due promptly without any deduction from the date of invoice, unless otherwise agreed. In case of late payment, the statutory interest on arrears shall apply. Delivered goods remain the property of metavers until full payment. The customer may only set off or assert a right of retention against undisputed or legally established claims.

10. Warranty and compensation

metavers warrants that the service to be provided is in conformity with the contract and does not have any defects which cancel or reduce its value or its suitability for the use provided for in the contract or for the usual use.

The customer shall assert and substantiate any defects in writing within five working days after performance of the service at the latest. metavers shall provide warranty by rectification or delivery of a defect-free service. If the rectification of the notified defect is not successful within a period of 10 days, the customer may assert the rights according to §§634, 635 BGB (German Civil Code) or, after the fruitless expiration of a reasonable period of time set to metavers in writing for the rectification of the defect, have the defect rectified by another contractor or by metavers' own employees at the expense of metavers.

Claims for damages of the customer, in particular due to delay, impossibility of performance, positive breach of contract, culpa in contrahendo, defective or incomplete performance, consequential damage or due to unlawful acts are excluded, unless they are based on intent or gross negligence of metavers.

11. Liability

The agency is liable, as far as legally permissible, only for intent and gross negligence.

metavers shall carry out the work assigned to it in compliance with its own professional and commercial duty of care and shall inform the customer in due time about weighty risks recognizable to it. However, the customer himself is responsible for the compliance with the legal regulations, in particular the regulations of competition law, also for the advertising measures proposed by metavers.

12. Applicable law

The legal relationship between the customer and metavers shall be governed exclusively by German law.

13. Place of performance, place of jurisdiction

The exclusive place of jurisdiction for all disputes between the parties arising from or in connection with a contract concluded between them is - as far as legally permissible - the registered office of metavers

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