1 Application of Terms and Conditions
1.1 The development of design templates and the granting of licenses for such template is done exclusively on the basis of the following terms and conditions. These conditions also apply to all future development and license agreements, un- less other arrangements are agreed upon.
1.2 Terms and Conditions by the Client that deviate from the fol- lowing conditions will not be accepted. Such different terms and conditions are also not part of the contract, if the de- signer does not explicitly contradict them.
2 Development of design templates
2.1 The designer is responsible for the development of design templates that exists for him creative freedom.
2.2 The Customer warrants that he is authorized to use all the designer documents submitted and information and that they are free of third party rights. Should he receive this insurance not authorized to use or should the documents and in- formation not be free of third party rights, the client provides the designer freely internally from all claims of third parties. The indemnification obligation shall not apply unless the customer can prove that he is not at fault.
2.3 The Client is free to decide whether he wants to use the
templates after approval of the design templates. He decides not to use the contract ends. The designer is in this case, his claim to the work fee and the right to exploit his work himself or have them use by third parties.
2.4 Are the design plans submitted for acceptance according to contract and wishes of the client but a change in the designs, the designer will make this change. However, he is entitled to refuse such changes that do not appear to him artistically / creatively viable. Denied the designer making changes or the client decides in spite of the changes to the use of the design templates 2.3 shall apply accordingly.
2.5 The client is not authorized until the decision on the use, without their consent to publish the templates of the de- signer and / or to register as a property right. He makes the templates without the consent of the designer also, in whole or in part to third parties.
2.6 The customer is obliged to examine the developed by the designer design templates of receipt within a reasonable time and to notify any defects to the designer. Notification of obvious defects must be in writing within two weeks after delivery of the work, carried out the complaint is not obvious defects within a period of two weeks after the detection of the defect. To comply with the notice period is sufficient to send the complaint. In violation of the investigation and reprimand the plant capacity of the designer as to the respective defect shall be deemed approved.
2.7 If the client decides to exploit the design templates, the de- signer is obliged to accord him the rights thereto.
2.8 Requires the order processing, the use of the service of a third party, the designer is authorized to enter into the relevant contractual obligations in the name and for the account of the client.
3 business fee
3.1 For the development of design templates work the agreed fee
shall be paid. If the client wishes after submission agreement as directed design concepts making changes, the designer can ask for a separate fee. In the absence of agreement to the amount of work fee and / or compensation for the changes requested by the client, the designer is entitled to the usual remuneration.
3.2 The work fee for the design development is due upon submission of the contract according to the designs, the remuneration for the implementation of changes after the delivery of the revised templates. The client has to make these payments even if he chooses not to use one.
4 Rights, mandatory use
4.1 If the Client shall be granted rights of use, this acquires the exclusive right to reproduce the design templates during the agreed period of use in the agreed number of pieces and to spread the copies in the agreed area. If the period of use, the number of units and / or sales region no agreements have been made, the extent of usage rights under the underlying purpose of the contract by both parties determined.
4.2 The rights go about only after full payment of the owed factory professional fees and to be reimbursed by the client utility costs. Is a lump sum compensation of usage rights agreed, even this package must be paid in full.
4.3 Any modification and further development of the design templates and the acquisition of design for other products or other applications requires the prior consent of the designer.
4.4 The Client shall, except to pay for any use which goes beyond the agreed scope of the reasonable usage fee for the use in question, a contractual penalty in the amount of 100% of the fee. The de- signer is the assertion of further damages claim reserved.
4.5 The Designer shall be entitled to use his designs and reproductions thereof in the context of self-promotion in all media, regard- less of the scope of the granted rights of use in each individual case.
4.6 Where the contract the development of design templates to the object is, the client undertakes no later than six months after announcing his decision to sell the developed by the designer templates to accommodate the production and / or sales including advertising. Does the contract the use of existing templates to the object, the six month period begins with the conclusion of the license agreement to run. If the production and / or distribution not be recorded until the end of the period, the designer has the right to terminate the contract immediately.
5 usage fee
5.1 The designer receives the agreed usage fee for the use of his
design templates. Was the designer also responsible for the de- velopment of design templates, which fee shall be additional to the work fee for development. Is certainly nothing to the amount of the agreed fee, the designer has the right to a fair usage fee.
5.2 If Determines the to the designer to be paid usage fee according to their turnover, the number of products sold or for other variable calculation standards, the client has to give the designer the end of each quarter, the corresponding data are known and the usage fee, the on the basis of these data it-is to give an accounting. The designer can the accuracy and completeness of payroll check by a committed professional discretion to a third party (attorney, auditor, accountant or chartered accountants) to reads-en. If it appears that the settlement as faulty, the customer has to bear the cost of testing.
To by the principal to be paid fees and associated costs, the value added tax at the statutory rate of 8%. Foreign clients are exempt.
7.1 With the acquisition of rights of use of the customer acquires the right to the application of designs and / or industrial property rights, where the designer is to designate as a designer and inventor. He is also entitled to registration of the design as a trademark.
7.2 In the event of a registration of industrial property rights of the contracting authority notifies the designer before the start of production, and in any case before the publication of the design, whether and what rights he has logged on. If the agreement ends or fall back the rights to use the designer for any other reason, the customer is obliged to immediately transfer the rights to the designer.
7.3 The client is obliged during the term of the contract for the maintenance of registered rights.
7.4 The client accesses during the contract period at no the respective rights of the contract and does not also third in such attacks.
8 property, obligation to return
8.1 All designs, models, documents and data remain the property of the designer. After contracting authority shall specify, in accordance to the use of these documents immediately back to the designer.
8.2 In the event of damage or loss of the designs, models, documents and data the client has to replace the information necessary for restoration costs, unless he is not responsible for any damage to or loss. The designer is the assertion of further damages.
9 legal defence, applicability of copyright
9.1 The Client undertakes to defend the design templates used by him against counterfeiting or other third-party attacks at his expense.
9.2 The Customer expressly acknowledges that the designer is the sole author of the design templates. In particular, the client is obliged to pay the agreed fees irrespective of any copyright or other protection ability of the templates and also for the case of expiry of the terms of protection of special rights.
10.1 The Designer shall only be liable for damages cause by himself or his agents deliberately or through gross negligence. This does not include damage caused by the breach of a contractual obligation, which is for the purpose of the contract is essential, as well as damages resulting from injury to life, body or health, for which the designer is also liable for slight negligence.
10.2 Claims of the customer arising from a breach of duty of the de- signer or his agents, shall expire one year after the statutory limitation period. This does not include claims for damages based on an intentional or grossly negligent breach of duty by the designer or his agents, and damages claims for injury to life, body or health, including those on a slightly negligent breach of duty by the designer or his vicarious mates are based; the statute of limitations time limits apply to these claims.
10.3 The designer is not liable for the economic exploitation of the de- sign templates. Nor shall it be liable for their protection ability and the enforceability of related claims arising out of copyright, (Community) design patents, utility models, patent, trademark and unfair competition law, and it is also responsible for any pertinent research. How-ever, it is obliged to notify the Originator to the extent any existing legal risks if they become known to him during the contract period.
11 Final provisions
11.1 The invalidity or ineffectiveness of individual provisions of these terms and conditions shall not affect the validity of the remaining provisions.
11.2 The law of Switzerland will apply
11.3 In the event that the customer has no general jurisdiction in Switzerland or relocated his headquarters or habitual residence abroad after conclusion of contract, the residence of the designer is agreed as place of jurisdiction.
© designunity Ltd. Switzerland 2015