General Terms and Conditions

All customer-specific services provided by Clickmake GmbH (Placeport) to the client are subject to the following general terms and conditions.

1. Any proposal(s) supplied by Placeport shall be deemed to include these terms and conditions and an acceptance of any such proposal or tender shall be deemed to be an acceptance of these terms and conditions.
2. The copyright design rights and all other types of intellectual property right in any proposal and any draft designs shall at all times remain with Placeport. Any tender draft or proposal shall be treated as confidential information by the client who shall not divulge nor permit any of its servants, agents or employees to divulge the contents thereof.
3. In the event any proposal is not accepted by the client all copies of the proposal together with any accompanying documentation shall remain confidential.
4. A proposal is deemed to be accepted where agreement is provided either by email, telephone, mail or fax (“the Commission”).
5. Any costing or timetable provided by Placeport shall be provided on the basis of the Commission shall hold good for 30 days and if not accepted within that period may be subject to review and adjustment by Placeport.
6. Any statement by Placeport as to the date of completion of the Commission is an estimate only. Placeport will use reasonable endeavors to comply with any timetable but will be under no liability to the client or any other person in the event the Commission is not completed by the agreed date. Placeport alone shall specify when the commission or any stage thereof has been completed.
7. Any alteration to the Commission agreed between the client and Placeport shall entitle Placeport to review and adjust any costing or timetable provided to the client.
8. Unless otherwise agreed in writing any costing of the Commission will be exclusive of VAT disbursements and reasonable expenses incurred by Placeport. Placeport shall have absolute discretion regarding the use of specialist materials or services in completion of the Commission [including (without prejudice to the generality of the foregoing): photography, type-setting, courier services, express deliveries, long distance telephone calls and facsimile transmissions and the client shall fully reimburse Placeport for the cost of such items] and may sub-contract such elements of the Commission as it deems appropriate.
9. All fees charges and disbursements shall be paid within 30 days of the submission of Placeport’s account (unless otherwise agreed) in default of which interest shall accrue on the gross amount of the account so outstanding at a rate of 4% above the base rate of the European Central Bank from time to time and Placeport reserves the right to stop work on the Commission should any account not be paid. Non payment will result in legal action being taken if necessary.
10. Placeport reserves the right to require the client to provide sums on account of the fee for the Commission or any disbursement or to require that the client obtain or provide to Placeport any specialist material or service.
11. Placeport shall provide such information regarding the amount of costs incurred as the client may reasonably require.
12. Unless otherwise agreed in writing Placeport may submit interim accounts for payment notwithstanding that the Commission has yet to be completed.
13. Materials, information, photography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the deliverables including all pre-existing Trademarks and copyright material, shall remain the sole property of Client, and Client shall be the sole owner of all rights in connection therewith. Client hereby grants to Placeport a nonexclusive, nontransferable license to use, reproduce, and modify the Client Content solely in connection with the production of the Deliverables.
14. The client warrants that the information given to Placeport in the Commission does not infringe any patent copyright or design right; is not information received by the client in confidence from a third party; is not defamatory and does not contravene any act of Parliament any subsidiary legislation any order of any Court or any other restraint and agrees to indemnify Placeport against any claim arising from the use thereof in breach of any such matter.
15. The client acknowledges that each Work is created according to its own instructions and Placeport makes no warranty as to its quality or suitability for any purpose or compliance with any rules regulations standards or criteria save that the Work will reasonably conform to the Commission. Where pre-production proofs or drafts are submitted for approval to the client the client shall be responsible for the correction of errors or omissions and Placeport shall bear no liability whatsoever in respect of any errors or omissions subsequently discovered.
16. Placeport shall not in any circumstances be liable for any loss of profit or any consequential loss suffered by the client or by any third party and in any event any claim against Placeport shall be limited to the amount of Placeport’s fees and charges for the Commission. The client shall indemnify Placeport against any liability over and above the said amount absolutely.
17. Placeport warrants that it has not knowingly infringed any copyright design right or patent in the completion of the Commission and subject thereto the client agrees to indemnify Placeport against any claim for infringement of any such right.
18. All Third Party Materials are the exclusive property of their respective owners. Designer shall inform Client of all Third Party Materials that may be required to perform the Design Services or otherwise integrated into the Final Art. Under such circumstances, Placeport shall inform Client of any need to license.
19. Where the Commission includes printing by Placeport the client acknowledges that due to the nature of the process there may be some non-material variation in color tone or printing quality. Placeport warrants it will use reasonable care and skill in the production of the printed items.
20. Without prejudice to its existing rights Placeport may terminate this contract immediately if the client is in default of any term of any contract between Placeport and the client or if the client becomes insolvent. Either party may terminate this contract by the giving of two months written notice to the other. Upon such termination the client will pay Placeport any fees due, including fees for the period up to the end of the notice, together with any VAT and disbursements and will return all of the Works forthwith.
21. Any goods or chattels supplied by or on behalf of the client to Placeport are insured for their replacement value only and the client shall bear the risk of any addition loss or damage from the date of the contract.
22. Nothing in this agreement shall operate so as to create a partnership or joint venture of any kind between Placeport and any other person.
23. The client may not assign the benefit of this agreement or any right arising there from in any way whatsoever.
24. On completion of the Commission and payment of all Placeport’s accounts Placeport shall grant to the client a license to exploit the finished version of the works created in connection with the Commission for the purposes specified in the Commission.
25. Placeport reserves such rights as are necessary for Placeport to use the Works for its archive and/or any advertising of its business (if any).
26. This Agreement is governed by German law, without regard to its choice of law statutes. Any disputes must be brought in the District Court for the District of Starnberg, located in Starnberg, Germany. If that German District Court cannot hear the dispute, the dispute shall be brought before the District Courts of Bavaria located in Germany. The parties agree that venue and jurisdiction is proper in this court and agree not to contest notice from this court. The United Nations Convention on the International Sale of Goods is disclaimed. The parties further agree that the pricing and terms of this Agreement were made in reliance upon agreement to this paragraph.