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 Marcel Voget, Hüttenstr. 63, 40215 Düsseldorf, trading as SLAP (“SLAP”), 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. These Terms apply exclusively to business customers within the meaning of § 14 BGB (German Civil Code); by entering into a contract, the Customer confirms that it is acting in the exercise of its commercial or independent professional activity.
1. Scope and Conclusion of Contract
1.1 Scope
These Terms of Service (“Terms”) apply to all contracts between SLAP and its customers (“Customer”) regarding design services offered on SLAP’s website.
1.2 Exclusivity
Deviating or supplementary terms and conditions of the Customer will only be accepted if SLAP expressly agrees to them in writing.
1.3 Conclusion of Contract
A contract is concluded exclusively upon SLAP’s written order confirmation. Amendments and additions to the contract require written form. Written form within the meaning of these Terms also includes communication by email.
2. Description and Scope of Services
2.1 Services
SLAP provides creative services in the areas of consulting, design, development, and marketing. The exact scope of services results from the respective order confirmation.
2.2 Changes and Extensions
Changes or extensions to the order require written form and may result in an adjustment of the fee. Additional services are invoiced separately.
2.3 Engagement of Third Parties
SLAP is entitled to have partial services performed by qualified third parties. SLAP will inform the Customer of the involvement of subcontractors. Costs for third-party services may be invoiced to the Customer in advance if provided for in the order confirmation or agreed to by the Customer.
2.4 Revision Rounds
The agreed scope of services includes up to three (3) revision rounds per deliverable. A revision round is any self-contained set of change requests submitted by the Customer for a given deliverable. Further revision rounds, and change requests exceeding the originally agreed scope, are invoiced separately based on time spent.
3. Customer’s Duties to Cooperate
3.1 Provision of Information
The Customer will provide, in a timely and complete manner, all documents, information, and access required to carry out the order.
3.2 Approvals and Feedback
Approvals and feedback must be given within agreed deadlines. Delivery deadlines are extended accordingly for delays caused by the Customer, without giving rise to any claims by the Customer.
3.3 Exclusivity
The Customer agrees not to engage third parties for the same or substantially comparable services in connection with the specific subject matter of the order, without SLAP’s prior written consent. This does not affect the engagement of third parties for other trades or supplementary services that are not the subject of the order. If the Customer breaches this obligation, SLAP is entitled to terminate the contract for good cause under Clause 7.2 and to claim damages arising from the breach, in particular lost profit.
3.4 Responsibility for Content
The Customer is solely responsible for the accuracy, completeness, and lawfulness of the content it provides. SLAP assumes no liability for content provided by the Customer.
4. Fees and Payment Terms
4.1 Fees
Fees are governed by the prices agreed in the order confirmation. In the absence of an agreement, SLAP’s customary fee applies. All prices are exclusive of statutory VAT.
4.2 Advances and Deposits
SLAP is entitled to require an advance of up to 100%, but at least 50%, as a deposit upon placing the order. Performance of services begins only after receipt of the deposit.
4.3 Immediate Payment for Small Orders
Orders under €2,500 (net) are payable in full immediately upon placing the order.
4.4 Due Date
Invoices are due for payment within 14 days of invoicing without deduction, unless individually agreed otherwise. Payment is due immediately upon transmission of data, issuance of a print order, or the go-live of a website.
4.5 Default of Payment
If the Customer defaults on payment, SLAP is entitled to charge default interest at 9 percentage points above the applicable European Central Bank base rate pursuant to § 288(2) BGB. In addition, a default fee of €40 is charged pursuant to § 288(5) BGB. Further default damages, in particular costs of legal action, may be claimed separately. SLAP is also entitled to suspend further performance until outstanding amounts are paid in full.
4.6 Additional Costs
Expenses, licenses, and third-party materials are invoiced to the Customer. SLAP is entitled to charge a markup of up to 15% for procurement and coordination.
4.7 Set-Off and Retention
The Customer may only set off against SLAP’s claims with undisputed or legally established claims. The Customer has a right of retention only to the extent that its counterclaim arises from the same contractual relationship and is undisputed or legally established.
5. Usage Rights and Copyright
5.1 Grant of Usage Rights
Upon full payment of the fee, SLAP grants the Customer an unlimited-in-time right of use to the final works, for the purpose and scope contractually agreed. Usage rights only become effective upon full payment.
5.2 Copyright
Copyright in all works created by SLAP remains with SLAP. Under German law, copyright is not transferable.
5.3 Sublicensing
Passing on usage rights to third parties requires SLAP’s written consent.
5.4 Attribution
SLAP has the right to identify its authorship of the works in an appropriate manner.
5.5 Source Files
The usage rights under Clause 5.1 relate to the final deliverables handed over for use (e.g., exported graphic files, a compiled website). Source and project files (e.g., open layout files, uncompressed source code) are not automatically part of the delivery and are only provided if separately agreed; SLAP may charge an additional fee for this.
6. Warranty and Liability
6.1 Notice of Defects
The Customer must notify SLAP of defects in writing without delay, and at the latest within 14 days of delivery or discovery. SLAP has the right to remedy the defect within a reasonable period.
6.2 Limitation of Liability
SLAP’s liability is limited to intent and gross negligence. Liability for slight negligence exists only for breaches of material contractual obligations (cardinal obligations). The above limitations of liability do not apply to damages arising from injury to life, body, or health, or to claims under the Product Liability Act.
6.3 Amount of Liability
In cases of liability for slight negligence involving a breach of material contractual obligations, liability is limited to the foreseeable damage typical for this type of contract, but in any case capped at the net fee agreed for the relevant order.
6.4 Exclusion of Liability for Customer Content
SLAP is not liable for damages caused by content provided by the Customer. The Customer indemnifies SLAP against third-party claims arising from the unlawfulness of content provided by the Customer.
6.5 Force Majeure
SLAP is not liable for delays or failures in performance due to force majeure, war, pandemics, strikes, official orders, or other disruptions beyond its control. SLAP’s performance obligations are suspended for the duration of the disruption.
6.6 Maintenance After Handover
SLAP’s responsibility for the ongoing operation of a deliverable ends upon handover. In particular, maintenance, security updates, updates of third-party software (e.g., plugins, themes, content management systems), hosting, and continued functionality after handover are the Customer’s sole responsibility, unless a separate maintenance agreement has been concluded. SLAP is not liable for damage or malfunctions arising after handover due to neglected maintenance, third-party updates, or interventions by the Customer or third parties.
7. Termination and Cancellation
7.1 Early Termination by the Customer
The Customer may terminate the contract at any time. In the event of early termination, SLAP is entitled to the agreed fee less expenses saved. Expenses saved are presumed to be 25% of the fee attributable to the portion of the service not yet rendered, unless the Customer proves a higher, or SLAP a lower, proportion of expenses saved. Services already rendered must be paid for in full in any case.
7.2 Termination for Good Cause
The right to terminate without notice for good cause remains unaffected. Good cause exists for SLAP in particular where the Customer defaults on payment despite a reminder and a reasonable grace period, or fails to fulfil its duties to cooperate despite a reminder.
8. References, Portfolio Use, and Promotional Use
8.1 Naming and Use as a Reference
SLAP is entitled to name the Customer, using the customer or brand name, as a reference, and to use and publicly display work created under the order (drafts, intermediate stages, work-in-progress material, final works, as well as project descriptions and before/after presentations) for advertising and marketing purposes. This expressly includes documenting and publishing the creative process while the project is still ongoing, not only after completion or go-live. Use includes, in particular, use on SLAP’s own website, in its portfolio, in competition and award submissions, in print materials, and on social media platforms (including Instagram, LinkedIn, YouTube, TikTok, X).
8.2 Limits on Usage Rights
The usage rights under Clause 8.1 do not apply where: a) the parties have agreed otherwise in writing (text form is sufficient) for the relevant order; b) a confidentiality agreement (NDA) exists between the parties that precludes naming or publication; or c) the Customer objects to the use in text form after placing the order — such an objection takes effect for the future, and previously published content is removed within a reasonable period at the Customer’s request.
8.3 Portfolio Use
Independent of Clause 8.1, SLAP may include the works created in its portfolio and use them in presentations, applications, and competitions, unless precluded by an agreement under Clause 8.2.
9. Confidentiality and Data Protection
9.1 Confidentiality
Both parties undertake to treat all trade and business secrets obtained in connection with the contractual relationship as confidential. This obligation continues after the end of the contractual relationship.
9.2 Data Protection
SLAP processes the Customer’s personal data exclusively for the purpose of performing the contract and in accordance with the provisions of the GDPR and the German Federal Data Protection Act (BDSG). Please also read the complete privacy policy of SLAP.
9.3 Retention of Project Data
SLAP retains project-related data and files for a period of three (3) years after completion of the order and full payment. Retention beyond this period does not happen automatically; the Customer is advised to make or request its own backup copies within this period. Statutory retention obligations remain unaffected.
9.4 Digital Downloads
Where SLAP offers digital materials such as guides or checklists for download, access is provided in exchange for the user’s email address. The user acknowledges that this email address may be used for marketing purposes, including newsletters, offers, and information about SLAP’s products and services, and may unsubscribe or withdraw this consent at any time via the unsubscribe link or by contacting SLAP directly. Processing of this data is governed by SLAP’s Privacy Policy and applicable data protection law.
10. Relationship of the Parties
10.1 Independence
SLAP is an independent contractor and not an employee of the Customer. No partnership or joint venture is established between the parties.
10.2 No Authority to Represent
Neither party is entitled to enter into obligations on behalf of, or to legally represent, the other party.
11. Final Provisions
11.1 Jurisdiction
The place of performance and exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Düsseldorf, provided the Customer is a merchant, a legal entity under public law, or a special fund under public law.
11.2 Governing Law
The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
11.3 Severability
Should individual provisions of these Terms be or become invalid, the validity of the remaining provisions remains unaffected. The invalid provision is deemed replaced by one that comes closest, in a legally permissible way, to the economic purpose of the invalid provision.
11.4 Written Form Requirement
Amendments and additions to these Terms require written form. This also applies to any waiver of this written form requirement. Written form within the meaning of these Terms also includes communication by email.
11.5 Precedence of Individual Agreements
In the event of conflicts between these Terms and individual agreements, the individual agreements take precedence. This also applies to oral individual agreements, provided their existence can be proven.