General Terms and Conditions of Business (the “Agreement”)
This Agreement of Terms and Conditions or Terms of Use (the “Agreement”) constitutes a legally binding agreement between SLAP GmbH, a limited liability company under the laws of the Federal Republic of Germany, and the Customer, whether in person or on behalf of a legal entity, with respect to access to and use of SLAP’s website: https://www.slaplabels.com/ (the “Website”) and any other media form, social media channel, mobile website or mobile application linked to or otherwise connected therewith.
1. Scope of application
1.1
These General Terms and Conditions (hereinafter “GTC”) apply to all contracts between SLAP GmbH (hereinafter “SLAP”) and its customers (hereinafter “Customer”) in relation to the design services offered on SLAP’s website.
1.2
Deviating or supplementary terms and conditions of the Customer will only be accepted if SLAP expressly agrees to them in writing.
2. Subject matter of the contract
2.1
SLAP provides design services to the customer as described on the website. These may include, but are not limited to, the creation of graphics, logos, websites, advertising materials and other design elements.
2.2
The exact scope of the services to be provided by SLAP results from the respective service description on SLAP’s website and the individual agreements between the parties.
3. Conclusion of Contract
3.1
The contract between SLAP and the customer is concluded by offer and acceptance. The customer makes a binding offer by ordering the services presented on SLAP’s website. SLAP accepts the customer’s offer by confirming the customer’s order in writing or by starting to provide the service.
3.2
The conclusion of the contract is subject to the correct and timely delivery by SLAP’s suppliers. This applies only in the event that SLAP is not responsible for the non-delivery and SLAP has with due diligence concluded a specific covering transaction with the supplier.
4. Prices and Terms of Payment
4.1
The prices for the design services offered are stated on the website of SLAP and are in Euro, including the statutory value added tax.
4.2
SLAP reserves the right to change the prices at any time. Changes will be communicated to the customer in due time and will not apply to contracts already concluded.
4.3
Payment of the agreed price is due within 14 days after invoicing without deduction, unless otherwise agreed. In the event of late payment, SLAP is entitled to charge interest on arrears at the statutory rate.
5. Delivery and Service
5.1
Design services are generally provided within the deadlines stated on SLAP’s website or individually agreed upon. Unless otherwise agreed, these periods begin on the day of the conclusion of the contract.
5.2
If SLAP is in default, the customer is entitled to withdraw from the contract after the expiration of a reasonable grace period or to claim damages for delay in performance. In the event of force majeure or other unforeseeable, extraordinary circumstances for which SLAP is not responsible and which make the performance of the service substantially more difficult or impossible, the delivery period shall be extended accordingly.
6. Materials used
6.1
Client warrants that all materials provided to SLAP as examples or as materials to be incorporated into a project during the design process are the property of Client. Customer warrants that such materials do not infringe or misappropriate any third party rights, including but not limited to all intellectual property rights. Customer further warrants that the materials provided do not infringe any third party right of publicity.
6.2
SLAP always reserves the right to publish the Client’s design work (social media, website, etc.) unless otherwise agreed in writing.
7. Transfer of rights of use
7.1
The rights of use to the work created as part of the design services shall pass in full to the customer as soon as all agreed payments have been settled in full. This includes the full settlement of all outstanding invoices related to the design services rendered.
7.2
After successful settlement of payments, the customer shall receive unrestricted rights of use to the works created, including the right to reproduce, distribute, make publicly available and edit the works, insofar as this has been agreed as part of the contract.
7.3
The transfer of the rights of use to the customer shall be deemed irrevocable, unless separate contractual provisions have been made or statutory provisions provide for a reversal of the transfer.
8. Third-party fonts, photos, illustrations and graphics
8.1
In the event that a Project contains fonts, photographs, illustrations or graphics that are not owned by SLAP and for which a commercial license is required in order for Customer to lawfully reproduce, distribute or publicly display the Project (“Third Party Elements”), SLAP will notify Customer in writing, that one or more Third Party Elements have been incorporated into the Project and that Customer must obtain one or more licenses for the Third Party Elements from the rights holder(s) of said Third Party Elements in order to lawfully reproduce, distribute or publicly display the Project.
8.2
As long as SLAP has notified Customer of the inclusion of Third Party Elements as described above, Customer assumes responsibility for any consequences resulting from Customer’s failure to obtain a license(s) for the Third Party Elements included in a Project.
9. Return and refund
9.1
SLAP reserves the right to refuse refunds at its sole discretion and without notice or liability to Customer. Refund requests will be evaluated on a case-by-case basis.
9.2
Should Client request a refund during the first month of use of the Design Services, all materials produced by SLAP are the property of Company and may not be used by Client in any way.
9.3
SLAP reserves the right to take appropriate legal action against Customer in the event of a violation of this paragraph.
10. Warranty and liability
10.1
SLAP warrants that the design services provided are free of material defects and defects of title and meet the contractually agreed requirements.
10.2
The customer must notify SLAP in writing of obvious defects without delay, at the latest, however, within 14 days after receipt of the service. Otherwise the assertion of warranty claims is excluded.
10.3
In the case of justified notices of defect, SLAP has the right to rectify the defect or to deliver a replacement within a reasonable period of time. If the subsequent performance fails, the customer may, at its option, reduce the purchase price or withdraw from the contract.
10.4
SLAP’s liability for damages resulting from a slightly negligent breach of essential contractual obligations is limited to the foreseeable damage typical for the contract. SLAP’s liability for damages resulting from a slightly negligent breach of non-essential contractual obligations is excluded.
10.5
The above limitations of liability do not apply in case of injury to life, body or health, in case of claims under the Product Liability Act and in case of fraudulently concealed defects or assumption of a guarantee.
11. Customer feedback
11.1
Customer acknowledges and agrees that all questions, comments, suggestions or other feedback (each a “Submission”) are the sole property of SLAP. SLAP shall have no obligation to keep any Submission confidential or to take any action necessary to ensure the confidentiality of any Submission.
11.2
SLAP is the sole and exclusive owner of all rights with respect to the Submission, except for the rights granted to Customer under Section 7 (“Copyrights and Rights of Use”). SLAP may, in its sole and absolute discretion, use and distribute a Submission for any lawful purpose without permission, acknowledgment or compensation to Customer.
11.3
Customer agrees that it has the right to formulate and publish the Submission. Customer hereby waives all claims and recourse against SLAP for use of the Submission in accordance with the terms and conditions contained in these TOS and at SLAP’s sole discretion.
12. Changes to the website
SLAP reserves the right to change, modify, add or remove any content on the Website at its sole discretion. SLAP reserves the right to change or discontinue all or any part of the Website without notice and without liability to Customer.
13. Prohibited Activities
13.1
Customer may access or use the Website only for the purpose for which it was provided to Customer. The Website may not be used in connection with any commercial endeavors unless they are related to work performed by SLAP on behalf of Customer.
13.2
Customer agrees to refrain from the following actions:
a) Any unauthorized use of the website.
b) The retrieval of data or content for the purpose of creating or compiling a database or directory
c) Bypassing, disabling or otherwise interfering with security-related functions of the website
d) Unauthorized framing of or linking to the Site
e) trick, defraud or mislead SLAP or other users
f) interfere with, disrupt, or impose an unreasonable load on the Site or SLAP’s networks or servers
g) Use the Web Site in an effort to compete with SLAP
h) decode, decompile, disassemble or reverse engineer any software that is in any way part of the Website
i) circumvent any measures on the Website that prevent or restrict access to the Website or any part thereof
j) Harass, annoy, intimidate or threaten any employee, independent contractor or agent of SLAP who provides services through the Site
k) delete copyright or other legal notices from any Content
l) copy or adapt the software of the Website
m) upload or transmit, or attempt to upload or transmit, any viruses, Trojan horses or other material, including anything that interferes with any third party’s use of the Site or modifies, impairs, disrupts, alters or interferes with the use, features, functions, operation or maintenance of the Site
n) upload or transmit, or attempt to upload or transmit, any material that acts as a passive or active information gathering or transmission mechanism
o) disparage, tarnish or otherwise damage SLAP
p) Use the Site in a manner inconsistent with applicable laws, statutes or regulations.
14. Administration and monitoring
14.1
SLAP reserves the right to monitor the Website for violations of these Terms of Use and to take appropriate legal action in the event of a violation of the Terms of Use or applicable laws, statutes or regulations.
14.2
SLAP further reserves the right to restrict or deny access to the Website or disable Customer’s use of the Website. Any such decision shall be in SLAP’s sole discretion, without notice or liability to Customer.
14.3
All decisions regarding the administration of the Website are at the sole discretion of SLAP and are made to protect SLAP’s rights and property.
15. Data protection
15.1
The customer agrees that his personal data will be stored and processed for the purpose of handling the contractual relationship and for communication between the contracting parties. The customer has the right to request information about the data stored about him as well as the correction, deletion or blocking of this data at any time.
15.2
Please also read the complete privacy policy of SLAP.
16. Download of digital materials such as guides and checklists
16.1
By downloading digital materials such as guides and checklists, the user agrees to provide his/her email address in exchange for access to the materials. The user acknowledges that his/her email address may be used for marketing purposes, including, but not limited to, sending newsletters, offers, and information about SLAP products and services.
16.2
The user has the right to unsubscribe from receiving such marketing communications or to withdraw consent to the use of his/her email address for marketing purposes at any time by using the unsubscribe link in the applicable emails or by contacting us directly.
16.3
The user’s personal data will be processed in accordance with our Privacy Policy and applicable data protection laws.
17. Final provisions
17.1
These General Terms and Conditions and the contractual relationship between SLAP and the Customer shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
17.2
If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from this contract is agreed to be the registered office of SLAP.
17.3
Should individual provisions of these GTC be or become invalid in whole or in part, the validity of the remaining provisions shall not be affected thereby. The invalid provision shall be replaced by a provision that comes as close as possible to the purpose intended by the parties.
17.4
Failure to comply with any of the terms, conditions and obligations contained herein shall result in an express prohibition of the Customer’s use of the Website and the Customer shall be required to cease the use immediately. Thereafter, the relationship between Customer and SLAP shall terminate and have no further effect between the parties, except that any obligation of Customer to pay SLAP for services rendered shall remain and continue to be an ongoing obligation of Customer to SLAP.