These General Terms and Conditions apply to all entities of FOUNDRY Group AG. The terms “order, agency and client or client partner” are to be understood in the commercial context. “Order” refers to the contractual relationship without regard to the respective type of contract, “agency, FOUNDRY” refers to the party owing the main service, “client, client partner” refers to the party who is to receive the main service and pay the remuneration.
Deviating terms and conditions of a client partner shall only be valid if FOUNDRY has accepted them in writing.
2.1 The scope of the individual services and the remuneration owed shall be determined by the agency’s service description. If no remuneration is specified for a service, the general Rate Card of FOUNDRY valid at the time of the order shall apply. Additional expenses incurred by FOUNDRY, due to the client’s requests for changes and additions, will be charged as additional costs in accordance with the agreed hourly rates, or alternatively at FOUNDRY’s rate card valid at the time of commissioning.
Offers for services of the agency come into effect when the client partner accepts the offer of the agency in writing (by signature or by email). The agency’s offers remain valid for a period of 30 days from the date of dispatch. If the written acceptance of an offer is received by the agency only after the expiration of this validity period of the offer, the contract is concluded only after written acceptance by the agency.
If, due to a special request by the client partner, the agency should begin providing its services for a project prior to the submission and/or acceptance of an offer, these services shall be invoiced according to the actual effort and according to the valid current rate card of the agency.
2.2 The client shall bear any damage caused by the fact that work has to be repeated or delayed in whole or in part by the agency as a result of its incorrect, subsequently corrected or incomplete information.
2.3 FOUNDRY may also have the services for which it is responsible performed by third parties as subcontractors.
2.4 The cooperation may be terminated by either party at any time with six months’ notice as of the end of each month. The client partner understands that the agency reserves and provides personnel and material resources for the fulfillment of the services. If the client terminates the agreement untimely without observing this period of notice, the client shall pay the agency compensation in the amount of the monthly services rendered by the agency over the last six months. If contractual services (concepts, etc.) have been agreed, the agency shall be compensated for the work performed and the lost profit in the event of premature revocation or termination. The right to claim further damages is reserved.
2.5 The work results provided by the agency shall also be deemed to have been provided in accordance with the contract if they are not eligible for registration or protection (e.g. patents, trademarks, copyright protection), unless otherwise expressly agreed. The agency is not obligated but entitled to make its services the subject of applications for property rights. For the purpose of review and approval, the agency shall submit all drafts to the client partner prior to publication. With the release of the work, the client assumes responsibility for the correctness of content, image, sound and text.
2.6 The agency is entitled, if it is useful for the service provision, to have individual own services carried out by third parties.
The liability of the agency from a careless fulfillment of the order is limited to the individual and project-related order volume.
The agency shall invoice its services immediately after they have been rendered. Unless other payment terms have been agreed, payment shall be made within 15 days of invoicing without deduction. All prices are net prices and do not include the statutory VAT. Customs duties, fees and other charges as well as artists’ social insurance shall be borne by the client partner, even if they are subsequently charged. The client partner may only offset against the agency’s remuneration claims with undisputed or legally established claims. The client partner may only assert a right of retention in cases of undisputed or legally established claims.
5.1 The copyright to the proprietary works created by FOUNDRY belongs to the agency. If the client partner wishes to obtain the right of use beyond the agreed purpose of usage, Foundry transfers usage rights to the client partner. This shall be subject of a separate agreement.
5.2 If the agency purchases third-party rights of use, for example of photographs, illustrations, music, as well as third-party ancillary copyrights, for example of actors, speakers, models, etc., for the fulfillment of an order, this shall only apply for the needs within the agreed scope and purpose of use, unless otherwise expressly agreed. The agency excludes any liability for claims by third parties arising from the use of such rights by the client beyond the scope of the order. The Agency assumes no liability for the absence of third-party rights regarding the work results delivered. The agency shall not be liable for any claims by third parties arising from the use of such rights by the client.
The place of jurisdiction for all disputes between the client and the agency shall be the place of the respective FOUNDRY entity. The Agency assumes no liability for the absence of third-party rights regarding the work results delivered.
The agency may use the work for self-promotion without restriction. Rights of use for designs rejected or not executed by the client partner remain with FOUNDRY. This also applies to services provided by the agency which are not the subject of special statutory rights, in particular copyright.
The place of jurisdiction for all disputes between the client, who is a merchant, and the agency is the registered office – either of Foundry Group AG or of Foundry Berlin GmbH. The applicable law is that of Switzerland for Foundry Group AG and Germany for Foundry Berlin GmbH.