1. General

1.1 Scope

These general terms and conditions apply in the version valid at the time the contract is concluded to all business relationships between us TS Brand Management GmbH, Luisenstraße 51, 66953 Pirmasens and you. Should you use conflicting terms and conditions, these are hereby expressly rejected.

1.2 Contract agreement

The contract language is German. Customers within the meaning of these general terms and conditions are exclusively entrepreneurs within the meaning of § 14 BGB.

1.3 Conclusion of contract

The contract is concluded individually through offer and acceptance. Unless otherwise agreed, the usual procedure is that you send us an enquiry and then receive a binding offer from us, which you can then accept within two weeks. The contract is concluded upon acceptance. We do not store the contract text separately, but the content of the contract is determined individually from the agreement made.

1.4 Subsequent change to the terms and conditions

We are entitled to subsequently adapt and supplement the general terms and conditions with respect to existing business relationships, insofar as changes in legislation or case law so require or other circumstances result in the contractual equivalence relationship being disrupted not only insignificantly. A subsequent change to the terms and conditions will be effective if you do not object within six weeks of notification of the change. At the start of the deadline, we will expressly inform you of the effect of your silence as acceptance of the contract amendment and give you the opportunity to make an express declaration during the period. If you object in due time, both we and you may terminate the contractual relationship extraordinarily, unless we allow the contractual relationship to continue under the old general terms and conditions.

2. Service description

2.1 General

We offer you the complete service package for the shoe, sports and lifestyle industry. Our strengths lie primarily in product management, design & development, sourcing & supply chain management, marketing and sales, sales management and licensing business.

We support you from the initial idea to market readiness. We offer all of our core competencies individually or in part. For more information, please visit our website.

2.2 Provision of services

We are entitled to have the contract or parts of the contract fulfilled by third parties, e.g. for the production of the products.

2.3 Performance time

The duration of the service is agreed individually.

If your cooperation is required or agreed upon for our service, the delivery/service period is extended by the time that you have failed to comply with this obligation. In addition, we reserve the right to calculate the remuneration again and, if necessary, to adjust the remuneration to be paid by you.

If you wish to make changes or additions after scheduling, the agreed deadlines/deadlines can no longer be met.

2.4 Delay of acceptance

If you are in default of accepting the works, we are entitled, after setting a reasonable period of grace, to withdraw from the contract and claim compensation due to delay or failure to perform. During the delay in acceptance, you bear the risk of accidental loss or accidental deterioration.

2.5 Exclusion of delivery

P.O. Box addresses are not delivered

2.6 Partial deliveries

We are entitled to make partial deliveries if this is reasonable for you. However, in the case of partial deliveries, you will not incur any additional shipping costs.

2.7 Delivery and service delays

Delays in delivery and performance due to force majeure and due to exceptional and unforeseeable events, which cannot be prevented even through extreme care on our part and for which we are not responsible (this includes in particular strikes, official or court orders and cases of incorrect or improper self-delivery despite such cover transaction), entitle us to postpone delivery for the duration of the impeding event.

2.8 Requests for changes and extensions

Unless otherwise agreed or booked, requests for changes and extensions will only be carried out if they are necessary to achieve the purpose of the contract. However, at the express customer request, requests for changes and extensions can be carried out by our separate order. This must then be paid separately. The review of the feasibility of the change and extension requests must also be paid.

2.9 Data delivery, data transfer and data archiving

You have no right to transfer the source files or the layout file of the works or services created for you. Should you nevertheless want the source or layout file, you must arrange this separately with us and pay for it separately. It is also up to us to decide on the application software used to create the intermediate and final data. It is not necessary to release development and interim data. The order data will be destroyed or archived by us after the contract has been fulfilled. We have no storage obligation.

2.10 Interim approvals

We reserve the right to carry out interim inspections and to make the further performance of our service subject to your approval. This includes in particular the approval of concept drafts, design or print templates. On this basis, we will then provide our further services. If you are unable to assess them yourself, provide authorized employees. Insofar as we provide you with drafts and/or test versions with a reasonable period of time to check for accuracy and completeness, the drafts and/or test versions will be considered approved upon expiry of the deadline, unless we receive a request for correction. It is subject to your review that the works available for interim approval have met all legal requirements.

Rejected drafts remain our property and a right of use is not transferred. You are therefore not allowed to use them unless we have made a different agreement.

Delays in interim inspections for which we are not responsible and which are attributable to your fault may result in additional costs.

3rd payment

3.1 Prices

All prices are exclusive of sales tax.

3.2 Prepayment

We reserve the right to request a down payment of up to 20% of the total price (including tax and, if applicable, shipping) for the services, if this is necessary due to the scope of the work.

For extensive work, we reserve the right to demand advance payment (provided there are factual reasons for this) and/or partial invoices for services already provided.

3.3 Advance payment

We reserve the right to demand advance payments as a percentage of the total remuneration. The percentage breakdown of our services can be found in our offer. The total of all advance payments together does not exceed 90% of the total remuneration, including supplementary payments. If we make use of the option to make an advance payment, we will explicitly point this out to you in our offer before concluding the contract.

3.4 Premature termination

Should you wish to end your order early, we reserve the right to charge you for the services already provided or for the futile expenses, but at least 15% of the order value. There is no claim to have our work completed. You have the option to prove that we have suffered no or less damage.

3.5 Payment delay

You will be in default of payment if we do not receive payment within two weeks of receipt of the invoice. In the event of late payment, interest is calculated at a rate of 9 percentage points above the base interest rate of the European Central Bank. Should you be in arrears with your payments, we reserve the right to charge reminder fees of 2.50 euros. The right to claim further compensation remains unaffected. You have the option to prove that we have suffered no or less damage.

3.6 Right of Retention

You are only entitled to assert a right of withholding for counterclaims that are due and are based on the same legal relationship as your obligation.

4. Retention of title

The delivered works remain our property until full payment of the purchase price. You must treat the works subject to simple retention of title with care at all times. You assign to us any claim or compensation you receive for damage, destruction or loss of the delivered works. If you violate the contract, in particular in the event of late payment, we are entitled to take back the work. In this case, the withdrawal of the item does not constitute a withdrawal from the contract, unless we expressly declare this in writing.

5. Your responsibility

5.1 General

You are solely responsible for the content and accuracy of the data and information you provide (e.g. drawings, dimensions, models). You also agree not to transmit any data whose content infringes the rights of third parties or violates existing laws (trademark rights, naming rights). By submitting data to us, you confirm that you have complied with copyright regulations.

5.2 Exemption

You indemnify us from all claims made against us by third parties due to such violations. This also includes reimbursement of costs of necessary legal representation.

5.3 Data backup

You are jointly responsible for securing the information you send. We cannot be held responsible for the loss of your submitted information as we do not provide a general data backup guarantee.

5.4 Form and handling of data

Unless otherwise agreed, you must provide us with the information, sketches or data necessary for your order free of charge and in digital form, unless we produce them ourselves. Should you wish to return these documents, you must inform us in advance. If there is no such notification, we reserve the right to destroy or delete them or to archive them for our database.

5.5 Duty to cooperate

You are required to provide the necessary cooperation services for the contract so that we can perform the contractual service. You agree to the need to participate in your contract work to the extent that you provide us with the data, files and other materials required to fulfill the order, such as texts, images, illustrations, designs, etc. or other media as promptly and free of charge. Your participation in the planned project does not affect the agreed remuneration. In particular, you do not acquire any co-copyright in the respective work. If you do not or do not fully comply with your obligation to cooperate, you will be charged for the additional costs caused.

5.6 Confidentiality

You are obliged to keep secret all business and trade secrets and information described as confidential by us when executing the contract.

The duty of confidentiality also applies for the period after completion of the order.

We also commit ourselves to this, unless the order requires transfer to third parties. For example, we are expressly permitted to process the personal data entrusted to us as part of the provision of services or to have it processed by third parties. In the context of a legal dispute, we are entitled to disclose your internal information even without prior release from confidentiality. Confidentiality does not apply to information that is publicly available, published by the other contracting party itself or has become known by third parties.

5.7 Commitment

You agree that you do not intend to engage in illegal or immoral activities with the services or works to be provided by us.

5.8 Contact person

You must provide us with a responsible contact person who can make or bring about decisions and is available to provide us with necessary information during normal business hours. We will regularly inform the person responsible named by you about the status of work.

6. Copyright and rights of use

6.1 Rights of use and scope of use

We have the copyright or the exclusive right of use or ownership of the works created by us (e.g. sketches, final drawings, concepts, drafts). By purchasing the services/works provided by us and payment in full of the agreed price, you only secure simple rights of use of the service product/work for the agreed purpose, but do not acquire any ownership or copyright rights thereto, unless this results from the nature of the contract.

Without our express consent, you are not entitled to transfer or otherwise transfer the rights of use granted by us to third parties for payment or free of charge. The transfer of further rights of use can be agreed separately with us and must be paid separately. It is also prohibited to change or edit the works without express permission.

6.2 Backups

You are entitled to make and store backup copies of the work created by us on your behalf purely for your own use.

6.3 Author naming

If we have attached a copyright notice/copyright notice to our work, you may not remove or change it without our consent.

6.4 Compensation

We reserve the right to claim the resulting damage for any breach of the contractual licensing conditions, in particular in the event of copyright infringement.

6.5 Your templates and other material

Should we use your templates or data for processing, you must ensure that they are not encumbered with third-party rights or that you have the necessary rights of use. If claims are made against us by the licensor because the third-party licensed material was not properly used, you are responsible to compensate us for the resulting damage.

7. Right of reference

We reserve the right to use the work we have created as a reference and to list them in brochures, brochures, social media and on our website. You have the right to object to this if you have a right to publish the work you have created (e.g. recording from a highly personal area). If you wish to exclude inclusion as a reference in advance, this can be agreed in advance by means of a separate agreement with us.

8. Collecting Societies and KSK

You must obtain the necessary permits yourself in advance, obtain the necessary rights and pay fees relating to your project. When awarding contracts in the artistic, conceptual and advertising consulting sector to a natural person, you must also pay an artist social security contribution to the artists' social security fund, which is not to be offset against our remuneration. You are also responsible for compliance with the notification and submission requirements. We will inform you in advance if one of our services is affected by such additional remuneration. Should we have to pay in advance for you, you must reimburse us the respective amount upon presentation of proof.

9. Warranty for work contracts

9.1 Warranty claim

There are legal warranty rights. If the work is defective and you request subsequent performance, we can, at our option, remedy the defect or produce a new work. If defects are not remedied even after at least two attempts at rectification, you are entitled to withdraw from the contract or to receive a reduction.

9.2 Rights in the event of minor defects

If there is only an insignificant defect, you only have the right to an appropriate reduction in the agreed remuneration, to the exclusion of the right of withdrawal.

9.3 Compensation for defects

No warranty is provided for damage that is due to improper handling or use. The following disclaimer is expressly referred to.

9.4 Transfer of risk

As part of warranty processing, the risk of accidental loss or deterioration of the work is only transferred to you upon acceptance of the work.

9.5 Complaint obligation

In accordance with Section 377 HGB, you must report obvious defects immediately and non-obvious defects immediately after discovery in text form; otherwise, the assertion of a warranty claim is excluded. Timely dispatch is sufficient to meet the deadline. It bears the full burden of proof for all eligibility requirements, in particular for the defect itself, for the time the defect was discovered and for the timeliness of the complaint.

9.6 Statute of limitations

Warranty claims expire within one year after the transfer of risk, unless it concerns the construction of a building or a work whose success in providing planning or monitoring services for this purpose is involved. In these cases, the limitation period is five years. The shortening of the limitation period expressly does not exclude liability for damage arising from injury to life, limb or health or in the event of intent or gross negligence. The provisions of the Product Liability Act also remain unaffected by this.

10. Liability

10.1 Disclaimer

We and our legal representatives and vicarious agents are only liable for intent. Only if essential contractual obligations (i.e. obligations whose compliance is of particular importance for achieving the purpose of the contract) are affected is liability also for gross or slight negligence. Liability is limited to foreseeable damage typical of the contract.

10.2 Reservation of liability

The above disclaimer does not apply to liability for damage resulting from injury to life, limb or health. The provisions of the Product Liability Act also remain unaffected by this disclaimer.

10.3 Assignment of third parties

We are not liable for orders placed with third parties in your name and for your account. In this case, we only act as an intermediary. The contractual relationship is concluded between you and the third party.

10.4 Data backup

As part of the provision of services, we carry out effective data backups, but do not provide a general data backup guarantee for the data you provide. You are also responsible for making appropriate backups of your data at regular intervals to prevent data loss. We will take reasonable care in providing the agreed service and will provide data backup with the necessary expertise. However, we do not guarantee that the stored content or data that you access will not be accidentally damaged or falsified, lost, or partially removed.

10.5 Liability for content

We are not responsible for incorrect information in the content that you provide to us. Your content (in particular with regard to infringement of third-party rights) will not be checked. However, should we become aware of incorrect, inaccurate, misleading or illegal information, we will immediately review it and, if necessary, remove it or not incorporate it into our work. We also do not guarantee the accuracy, timeliness, completeness, quality or legality of content not provided by us. We only provide the services you require.

11. Final provisions

11.1 Jurisdiction

Our registered office is agreed as the exclusive place of jurisdiction for all legal disputes arising from this contract, provided that you are a merchant, a legal entity under public law or a special fund under public law.

11.2 Choice of law

Insofar as there are no mandatory legal provisions under your home law to the contrary, German law is considered agreed to the exclusion of the UN sales law.

11.3 Salvatory clause

The invalidity of individual provisions does not affect the validity of the remaining general terms and conditions.