General terms and conditions of business

§ 1.1 Nature and Scope of Services | (1) ‘Lukinski’ provides services to support the customer as well as customizations and the like. The type, place, time and scope of the services are determined in the respective contract. (2) WAC ‘Lukinski’ shall provide the services in accordance with this contract and in accordance with the state of the art at the time of conclusion of the contract and by personnel qualified to provide the agreed services. (3) WAC is also entitled to have services rendered by third parties.

1.2 Cooperation of the Client | The client shall support ‘Lukinski’ in the performance of the services to a reasonable extent. In particular, he will provide ‘Lukinski’ with the necessary information and documents completely and in due time. Any further cooperation services require a separate agreement. The customer is responsible for proper data backup.

§ 1.3 Rights to the Embodied Service Results | ‘Lukinski’ grants the client the non-exclusive, perpetual, irrevocable and non-transferable right to use the embodied service results provided under the contract, to the extent that this results from the purpose and scope of the contract. These rights include the agreed interim results, training documents and tools.

1.4 Remuneration | The remuneration for the service is the payment for the time spent on the contractually agreed service. Material costs are remunerated separately. Waiting times of ‘Lukinski’ employees for which the client is responsible are remunerated like working hours. Travel costs and expenses, which ‘Lukinski’ has to pay to its employees employed within the scope of these services according to the respective travel expense regulations of ‘Lukinski’, will be charged to the client if this has been agreed separately in the contract. Unless expressly stated otherwise, total prices and times stated in offers are non-binding estimates of the costs and time to be expected after professional calculation. Additional time and ancillary costs are to be remunerated separately. The customer is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been acknowledged in writing by ‘Lukinski’. A right of retention of the customer is excluded, unless the counterclaim of the customer originates from the same contractual relationship and is undisputed, acknowledged in writing or legally established.

(1) If the service is not provided in accordance with the contract or is provided defectively and ‘Lukinski’ is responsible for this, ‘Lukinski’ is obligated to provide the service in accordance with the contract within a reasonable period of time without additional costs for the client. The prerequisite is a complaint by the client, which must be made immediately, at the latest within 2 weeks after knowledge. (2) If the contractual provision of the service does not succeed in essential parts for reasons for which ‘Lukinski’ is responsible, even within a reasonable grace period to be expressly set by the client, the client is entitled to terminate the contract without notice. In this case, ‘Lukinski’ is entitled to remuneration for the services rendered until the termination becomes effective on the basis of the contract.

§ 1.6 Payment periods/default | Prices are net plus the applicable statutory value added tax. The due date of payment begins with the invoice date. If the customer is in default of payment in whole or in part, ‘Lukinski’ is entitled to charge the statutory interest of 8% p.a. above the base interest rate from the date in question. v is further entitled to withhold its services as well as to perform outstanding services only against advance payments or securities.

1.7 Indemnification for Defects in Title | (1) A prerequisite for liability for defects in title is that ‘Lukinski’ has been notified by the customer in writing within 14 days after the customer first became aware of such claims. Furthermore, the customer must leave all defense and settlement negotiations to ‘Lukinski’. For this purpose, the customer shall give ‘Lukinski’ all necessary authorizations for judicial or extrajudicial measures. He may not acknowledge the claims of the third party without the written consent of ‘Lukinski’ or otherwise influence the defense of the claims by ‘Lukinski’ by actions not coordinated with ‘Lukinski’. In such a case, WAC reserves the right to modify or replace the software. (2) If claims are asserted against the client due to defective title, ‘Lukinski’ may modify or replace the service at its own expense to an extent reasonable for the client. (3) Further claims of the customer due to an infringement of third party property rights are excluded. This exclusion does not apply in case of a guarantee or warranted quality, fraudulent concealment of a defect of title, personal injury as well as intent or gross negligence.

§ 1.8 Liability | Claims for damages of any kind against ‘Lukinski’, its legal representatives, employees and its vicarious agents, in particular also those based on tortious liability, breach of duty and from the breach of the obligations listed in § 311 BGB (German Civil Code), are limited to grossly negligent or intentional conduct. ‘Lukinski’ is liable for intent and gross negligence of its vicarious agents only to the extent of typically foreseeable damages. The limitations of liability according to paragraph 1-2 do not apply in case of damage to life, body or health, in case of violation of cardinal obligations or if liability is mandatory due to the Product Liability Act. Lukinski’ does not assume liability for the success intended by the provision of the service. The claims for damages against the other contracting party become statute-barred according to the legal regulations, at the latest, however, three years after the breach of duty or the tortious act, unless liability is based on intent. In case of loss of data ‘Lukinski’ is only liable for the effort which would have been necessary for the recovery of the data in case of proper data backup by the customer.

1.9 Data Protection / Confidentiality | (1) ‘Lukinski’ collects, processes and uses personal data only to the extent that this is necessary for the establishment, content design, processing, fulfillment and modification of the contractual relationship established with the customer. Data is only passed on within the agency and to third parties if this is necessary to fulfil your requirements and wishes, in particular for the purpose of initiating and processing the contract. Lukinski’ also collects personal data in order to inform customers and interested parties about new products. The customer can revoke his consent to the storage of personal data for the future at any time. The recipient of the revocation is ‘Lukinski’, c/o Czaja , Bachstraße 3, 88317 Aichstetten. (2) ‘Lukinski’ is entitled to pass on the personal data to the third parties commissioned with the execution of the contractual services according to § 1 para. 2. (3) The customer ensures that ‘Lukinski’ is informed of all relevant facts beyond the legal regulations, the knowledge of which is necessary for ‘Lukinski’ for reasons of data protection and secrecy. The customer is responsible for the compliance with laws and regulations concerning data protection and IT security. If the performance of a maintenance service or a service within the scope of warranty is not possible without access to personal data by ‘Lukinski’ or the respective manufacturer of the software, the customer is informed that according to the legal requirements he has to inform the persons concerned that he will pass on their data to ‘Lukinski’ and/or the manufacturer of the software or allow them access to their data. (4) The customer is aware of the fact that he has to obtain the consent of the data subjects in an appropriate form prior to the execution of the maintenance order or the execution of the warranty. The customer and ‘Lukinski’ are obligated to treat all confidential information, business and trade secrets obtained within the framework of the contractual relationship as confidential and, unless necessary for the fulfillment of the contract, not to disclose them to third parties or to use them other than for contractual purposes.

§ 1.10 Final Provisions | Amendments must be made in writing.

This also applies to the written form clause and the termination. Further terms and conditions are excluded unless otherwise agreed in this contract. Should individual provisions of this contract be or become wholly or partially invalid or in need of supplementation, the validity of the remaining provisions shall remain unaffected. In place of the ineffective or supplementary provisions, the parties shall agree on a new provision that comes as close as possible to the intended economic purpose. Section 139 of the German Civil Code (BGB) shall not apply. If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction is the registered office of ‘Lukinski’, currently Leutkirch. However, ‘Lukinski’ is entitled to sue the customer at the place of jurisdiction generally applicable for the customer.

Clock protection and rights of use

1.1 The commissioned work (standard case) The commission placed with us is a copyright contract (commissioned work). The subject matter of the contract is the creation of the commissioned work as well as the granting of rights of use to this work. The provisions of the law on contracts for work and services and the copyright law shall apply. Exception: the offered work: The characteristic of the offered work is that its content is aimed at a certain user and his products and that the author has created it on his own initiative with the intention of offering it to users for use. When the offered work is accepted for use, a license agreement is concluded. The request of an exploiter to the author to modify or supplement the offered work (e.g. to produce a repeat drawing) triggers a supplementary contract for work. Proposal works have limited significance in the fields of textile design and related areas, photo design and press drawing, where they are traditionally customary and recognised by authors and exploiters due to the possibilities of exploitation. In all other cases, free submission of drafts is excluded; exceptions to this rule require an explicit agreement. § 1.2 The works (drafts and work drawings) on our part are protected as personal intellectual creations by copyright law, the provisions of which are deemed to be agreed even if the level of creation required under §2 UrhG is not reached. 1.3 Our work, including the copyright designations, may not be altered, either in the original or in reproduction, without our prior written consent. Any imitation, even of parts of the work, is not permitted. 1.4 The works may only be used in the agreed manner, for the agreed purpose and to the agreed extent. In the absence of an express agreement, only the purpose made apparent by the Client when the order was placed shall be deemed to be the purpose of the contract. The right to use the work within the agreed scope shall be acquired by the client or user upon payment of the standard fee. 1.5 Repetitions (e.g. subsequent editions) or multiple uses (e.g. for another product) are subject to a fee; they require the Designer’s consent. 1.6 The transfer of granted rights of use to third parties requires the consent of the Designer. 1.7 Our Designer shall be entitled to information about the scope of use.

2.1 The design and the work drawing as well as the granting of the right of use form a single service. The Designer shall charge the standard fee for this service. 2.2 If the Client does not exercise his option of use and no rights of use are granted, the Designer shall charge an interim fee. 2.4 Unpaid work, in particular the creation of designs free of charge, is not customary in the profession. 2.5 Suggestions and instructions from the Client for technical, design or other reasons shall not affect the fee; nor shall they constitute a joint copyright unless expressly agreed. 2.6 The fees are due on delivery of the work; they are payable without deduction. If work is delivered in parts, the corresponding partial fee shall be due upon delivery of the part in question. If the execution of an order extends over a longer period, the Designer may demand part payments in accordance with the amount of work performed. 2.7 Fees are net amounts (see GTC §1.7).

3.1 The amendment of drafts, the creation and submission of further drafts, the amendment of working drawings as well as other additional services shall be invoiced separately according to the time spent. 3.2 Incidental costs incurred in connection with the design work or with design execution work (e.g. for models, intermediate productions, layout typesetting) shall be reimbursed. 3.3 Costs and expenses shall be charged for travel that is necessary after consultation with the client or the user for the purpose of executing the order or use. 3.4 The commissioning of creative services from third parties (e.g. photographs, models) or the commissioning of services from third parties (e.g. printing, dispatch) shall only be carried out by us on the basis of an agreement concluded with the client or user in the client’s name and on the client’s account. 3.5 Insofar as we commission external services in our own name at the instigation of the client or user, the client or user shall indemnify us against any liabilities resulting therefrom. 3.6 Payment for additional services is due after they have been rendered. Disbursed additional costs are to be reimbursed as incurred. Remuneration and ancillary costs are net amounts which are to be paid plus value added tax.

§ 4 Retention of title and risk of dispatch § 4.1 Rights of use are granted to our works, a right of ownership is not transferred. 4.2 The originals shall be returned to us undamaged after a reasonable period of time, unless expressly agreed otherwise. 4.3 The work shall be sent and returned at the risk and for the account of the customer or user.

5.1 We do not assume liability for the admissibility of his work under competition and trademark law; the same applies to protectability. 5.2 With the approval of the work, the client or user assumes responsibility for the correctness of the image and text. 5.3 Insofar as we commission external services at the instigation of the client or user in his name and on his account, he shall not be liable for the services and work results of the commissioned service providers. 5.4 The release of production and publication shall be the responsibility of the Client or the User. If, in exceptional cases, the client or user delegates the release in whole or in part to the Designer, he shall release him from liability. 5.5 Liability on our part is not excluded in the event of gross negligence or intent.

6 Specimen copies At least 10 unfolded specimen copies of reproduced works are to be provided to us free of charge, which he may also use in the context of his own advertising.

7.1 We shall have freedom of design within the scope of the order. 7.2 The templates provided to us (e.g. texts, photos, samples) shall be used on condition that the client or user is entitled to use them.

8 Place of performance The place of performance for both parties is our registered office in Braunschweig. The invalidity of one or more of the above provisions shall not affect the validity of the remaining provisions. The ineffective provision shall be replaced by an effective one which realizes the economic purpose pursued with it as far as possible.