General Terms and Conditions
Cicurves Design
Note: This is a convenience translation of the German “Allgemeine Geschäftsbedingungen”. The German version is the sole legally binding text; in the event of any discrepancy between the two versions, the German version prevails. The contract is governed by the law of the Federal Republic of Germany (see Clause 16.2). Statutory references (e.g. § 648 BGB) refer to German law.
1. Scope
1.1. These General Terms and Conditions (GTC) apply to all contracts concluded between Cicurves Design (Manuel Steincke, Contrescarpe 53, 28195 Bremen, Germany) and the Client. Conflicting or deviating terms of the Client shall not become part of the contract unless Cicurves Design has expressly agreed to their validity in writing.
1.2. All agreements made between Cicurves Design and the Client for the purpose of performing a contract shall be recorded in writing.
2. Copyright protection; usage rights; self-promotion
2.1. The commission granted to Cicurves Design constitutes a contract for the creation of a copyrighted work (Urheberwerkvertrag). The subject matter of the contract is the creation of the commissioned work and the granting of usage rights therein. The provisions of the law on contracts for work (Werkvertragsrecht) and of the German Copyright Act (UrhG) apply.
2.2. All works by Cicurves Design — in particular drafts, final artwork and the work as a whole — are protected as personal intellectual creations under the German Copyright Act. This applies even where the threshold of originality required under § 2 (2) UrhG is not reached in an individual case.
2.3. Insofar as Cicurves Design uses digital tools in providing its services — including software for AI-assisted image and content generation — the overall creative achievement, including conception, workflow, selection, composition and post-processing, remains a personal intellectual creation of Cicurves Design and is protected by copyright pursuant to § 2 UrhG. AI systems are used solely as a creative aid, comparable to other digital production tools.
2.4. Without the consent of Cicurves Design, its works and the work, including the author’s designation, may not be modified either in the original or in reproduction. Any imitation of the work or parts thereof, as well as of preliminary work, is not permitted.
2.5. The works of Cicurves Design may only be used for the agreed type of use and the agreed purpose to the agreed extent. In the absence of an express written agreement, only the purpose made evident by the Client at the time of placing the order shall be deemed the purpose of the contract.
2.6. Cicurves Design grants the Client the usage rights required for the respective purpose of use. For this, the simple (non-exclusive) right of use is granted, unless expressly agreed otherwise in writing. The usage rights are granted only upon full payment of the agreed fee.
2.7. The transfer of granted usage rights to third parties, as well as use by companies affiliated with the Client within the meaning of §§ 15 et seq. AktG (German Stock Corporation Act), requires the prior written consent of Cicurves Design. Such an extension may be granted against agreement of a reasonable additional fee.
2.8. Unless otherwise agreed, Cicurves Design shall be named as the author in the case of reproduction, distribution, exhibition and in publications about the work. In the event of a breach of the right to be named as author, Cicurves Design may demand, in addition to the agreed fee, a contractual penalty amounting to 100% of the fee agreed for the use or — in the absence of an agreement — of the reasonable and customary fee. The right to assert a higher specific loss remains unaffected.
2.9. Suggestions, instructions and input from the Client, as well as its other cooperation, do not establish any joint authorship and have no effect on the fee, unless expressly agreed otherwise in writing.
2.10. The Client is not entitled, without the prior written consent of Cicurves Design, to apply for the registration of formal intellectual property rights (e.g. design rights, trademarks) in respect of the works of Cicurves Design.
2.11. Cicurves Design is entitled to use the works created in performance of the commission, or parts thereof, for its own advertising in all media — in particular on its own website, in its showreel and portfolio, on social networks (e.g. Instagram, LinkedIn), in print products, presentations, competition entries and industry publications — and to refer to its work for the Client by naming the Client. Any agreement to the contrary — for instance within the framework of a confidentiality agreement — must be in writing.
3. Fees; due date
3.1. Unless expressly agreed otherwise in writing, the calculation of the fee shall be based on the fee recommendations of the BDG — Professional Association of German Communication Designers (Berufsverband der Deutschen Kommunikationsdesigner e.V.).
3.2. The preparation of drafts is always subject to a charge, unless expressly agreed otherwise in writing.
3.3. Fees are due upon delivery of the work. If the work is produced in parts, the respective partial fee is due upon delivery of the respective part. If performance extends over a longer period, Cicurves Design may demand advance payments corresponding to the work performed.
3.4. All fees are net amounts, payable without deduction within 30 days of invoicing. Cicurves Design is a small business (Kleinunternehmer) within the meaning of § 19 UStG (German VAT Act). Invoices are therefore issued without showing value added tax. For services to Clients in other EU countries or in third countries who act as entrepreneurs, the reverse-charge procedure applies; in this case the Client is itself responsible for remitting value added tax in its own country.
3.5. In the event of default in payment, Cicurves Design is entitled to charge default interest at the statutory rate pursuant to § 288 BGB (German Civil Code). For contracts with entrepreneurs, the flat-rate default charge pursuant to § 288 (5) BGB also applies. The assertion of further damages remains reserved.
4. Additional services; incidental and travel costs
4.1. Additional services such as research, reworking, changes to drafts or working drawings, and other additional work will — unless otherwise agreed in writing — be charged separately on a time-and-effort basis.
4.2. Technical incidental costs arising in connection with the execution of the order — in particular stock and font licenses, external rendering or cloud resources, printing and production costs, as well as licenses for AI services or other third-party tools — shall be reimbursed by the Client.
4.3. Travel costs and expenses for travel required after prior consultation will be invoiced to the Client separately.
4.4. Remuneration for additional services and incidental costs advanced are due after they have been performed or incurred.
5. Third-party services
5.1. Third-party services required for the fulfillment of the order are commissioned by Cicurves Design in the name and for the account of the Client. The Client is obliged to grant the corresponding written power of attorney for this purpose.
5.2. Insofar as Cicurves Design, at the Client’s instigation, commissions third-party services in its own name and for its own account in an individual case, the Client is obliged to make a reasonable advance payment and to indemnify Cicurves Design internally against all liabilities resulting therefrom.
6. Client’s cooperation; creative freedom; templates
6.1. The Client is obliged to provide Cicurves Design in good time and in full with all documents necessary for the fulfillment of the order — in particular texts, photos, logos, graphics, films and pieces of music. Cicurves Design is not responsible for delays attributable to late or incomplete provision.
6.2. The Client warrants that it is authorized to use all documents it provides, and indemnifies Cicurves Design against all third-party claims arising from a lack of authorization or an infringement of rights.
6.3. Cicurves Design is entitled to creative freedom within the scope of the order. Complaints regarding the artistic design are excluded to this extent. Additional costs for changes instigated by the Client during or after production shall be borne by the Client.
6.4. If the Client fails to fulfill its obligations to cooperate — in particular the provision of required documents, approvals or decisions — within a reasonable period despite a written reminder, Cicurves Design is entitled to postpone the agreed deadlines accordingly or to terminate the contract for cause after setting a grace period of 14 days. In this case, services already rendered are to be remunerated by the Client.
7. AI-assisted services
7.1. Cicurves Design may use AI-based tools to support the creative process in providing its services. This includes in particular AI-assisted image generation and AI-supported workflow steps in graphic, motion and editorial design. The use of such tools is part of the professional working process of Cicurves Design.
7.2. The overall creative achievement — consisting of conception, prompt design, selection, composition, post-processing and integration into the overall workflow — constitutes the personal intellectual creation of Cicurves Design. The AI systems used are to be regarded solely as creative aids.
7.3. Cicurves Design does not warrant that AI-generated content is free from third-party rights insofar as these result from the training data of the respective AI provider. Cicurves Design is not liable for copyright infringements arising from the training data or the internal functioning of the AI systems used. The Client is made aware of this circumstance and bears the corresponding residual risk in the use and publication.
7.4. Insofar as statutory labeling obligations for AI-generated content exist or arise, Cicurves Design will inform the Client thereof. Responsibility for proper labeling upon publication lies with the Client.
8. Data delivery and source data
8.1. Cicurves Design is not obliged to hand over design data, source files or other production data (e.g. AI, PSD, AEP files) to the Client. All source files remain the property of Cicurves Design. Their release requires a separate written agreement and is to be remunerated separately.
8.2. If Cicurves Design makes files available to the Client, these may only be used to the agreed extent. Modifications require the written consent of Cicurves Design.
8.3. The risk and costs of data transport are borne by the Client.
8.4. Cicurves Design is not liable for defects arising during data transfer to the Client’s system.
9. Ownership and obligation to return
9.1. In respect of all drafts, final artwork and conceptual services, only usage rights are granted; no ownership rights are transferred. Insofar as physical materials (e.g. printing samples, mock-ups, prototypes) are handed over in the course of executing the order, these are to be returned undamaged no later than three months after delivery, unless expressly agreed otherwise.
9.2. Returns are made at the risk and expense of the Client. In the event of damage or loss, the Client shall reimburse the costs required for restoration. Further claims for damages remain reserved.
10. Cancellation and termination of the contract
10.1. The Client may terminate the contract at any time up to completion of the work (§ 648 BGB). In this case, Cicurves Design is entitled to the agreed fee, less saved expenses. It is presumed that Cicurves Design is entitled to at least 50% of the fee for the part of the service not yet rendered, unless the Client proves a higher proportion of saved expenses.
10.2. Cicurves Design is entitled to terminate for cause if the Client fails to fulfill material contractual obligations despite a written warning — in particular fails to pay the fee due despite a reasonable grace period or fails to perform necessary acts of cooperation.
11. Confidentiality
11.1. Cicurves Design shall treat all business and trade secrets of the Client obtained in the course of processing the order as confidential, including beyond the term of the contract. Confidential information will only be made accessible to third parties insofar as this is necessary for the execution of the order and the third parties are themselves obliged to maintain confidentiality.
11.2. The obligation of confidentiality does not apply to information that is generally known, becomes known to Cicurves Design independently of the order, or is to be disclosed due to a statutory obligation.
12. Force majeure
12.1. If Cicurves Design is prevented from providing services on time by events of force majeure — in particular natural disasters, pandemics, official orders, strikes or prolonged failures of the technical infrastructure — the performance periods shall be extended by the duration of the impediment plus a reasonable start-up time.
12.2. If the impediment lasts longer than two months, both parties are entitled to terminate the contract. Partial services already rendered are to be remunerated on a pro-rata basis.
13. Warranty; liability
13.1. Cicurves Design is liable for damages only in the event of intent or gross negligence. Excepted from this are damages arising from the breach of material contractual obligations (cardinal obligations) as well as damages arising from injury to life, body or health, for which liability also applies in the event of slight negligence.
13.2. Claims of the Client due to breach of duty become time-barred one year after the statutory commencement of the limitation period. Claims for damages pursuant to Clause 13.1 are subject to the statutory limitation periods.
13.3. The Client is obliged to examine the work immediately after delivery and to report defects without delay. Obvious defects must be asserted in writing no later than within two weeks of delivery. In the event of a breach of the duty to examine and give notice of defects, the work is deemed to have been accepted free of defects.
13.4. Approval for production and publication is given by the Client. With approval, the Client assumes liability for the technical and content-related accuracy of text, image, design and product.
13.5. With the exception of possible fault in selection, Cicurves Design is not liable for third-party services commissioned from third parties.
13.6. Insofar as Cicurves Design commissions third-party services in its own name, Cicurves Design assigns to the Client all warranty and damage claims to which it is entitled against the third-party company. The Client undertakes to assert these claims primarily against the third-party company.
13.7. Cicurves Design is not liable for the protectability or registrability of the created works under copyright, design or trademark law. Corresponding research is the responsibility of the Client at its own expense.
13.8. Cicurves Design is not liable for the legal admissibility of the intended use of the work or parts thereof. Legal risks that become known will be pointed out.
14. Place of performance
The place of performance for both parties is the registered office of Cicurves Design: Contrescarpe 53, 28195 Bremen, Germany.
15. Special provisions for consumers
15.1. A consumer within the meaning of § 13 BGB is a natural person who concludes the legal transaction for purposes that can predominantly be attributed neither to their commercial nor their independent professional activity.
15.2. For contracts with consumers concluded by means of distance selling, the statutory right of withdrawal (§§ 312g, 355 BGB) generally applies. However, since the services of Cicurves Design regularly consist of the creation of works individually tailored to the Client, the right of withdrawal is excluded pursuant to § 312g (2) no. 1 BGB. Cicurves Design points this out to the consumer separately before conclusion of the contract.
15.3. Notwithstanding Clause 13.2, the statutory limitation periods apply vis-à-vis consumers.
15.4. The limitations of liability and contractual penalty provisions contained in these GTC apply vis-à-vis consumers only insofar as they are compatible with the mandatory statutory provisions — in particular § 309 BGB.
16. Final provisions
16.1. The place of jurisdiction is Bremen, provided that the Client is a merchant and the contract belongs to the operation of its commercial business, is a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany. For contracts with consumers within the meaning of § 13 BGB, the statutory provisions on jurisdiction apply.
16.2. The law of the Federal Republic of Germany applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
16.3. If a provision of these GTC is wholly or partly invalid, the validity of the remaining provisions remains unaffected.