Terms and Conditions 

[Valid since1.1.2023. ​Translation into german see below.]

§1 SCOPE OF APPLICATION
1.1 The following General Terms and Conditions apply to all legal transactions between Ondeya and its contractual partner, hereinafter referred to as "Client". 1.2 Amendments to these Terms and Conditions shall be notified to the Customer by email. They shall be deemed to have been approved unless the Customer objects in writing. The Client must send the objection to Ondeya within 7 days after notification of the changes. 

§2 INITIAL MEETING & OFFERS
2.1 For new clients requesting graphic or drawing services (logo, power symbol or similar), the first meeting is free of charge and non-binding for both parties. All activities following the first meeting are free of charge. 
If sketches are requested by the Client during or after channellings, these shall always be subject to a charge in advance.
2.2 Ondeya's offers are free and non-binding.

§3 FORMATION OF THE CONTRACT
3.1 The Customer places the Order by confirming the Offer and agrees to the terms and conditions of Ondeya. The subsequent sending of the Order Confirmation by Ondeya concludes the Contract.

§4 GENERAL
4.1 There shall be freedom of design within the scope of the order accepted. Complaints regarding the artistic design are excluded. 
4.2 Channellings, channelled symbols, logos, sketches or drawings have a unique "magic". They are created for specific reasons. They are provided as they are. Therefore, there are no correction phases.
4.3 The customer agrees that, within the framework of the contract concluded with him, personal data may be stored, modified or deleted and, if necessary, transmitted to third parties. 

§5 DUTY OF THE CUSTOMER TO COOPERATE
5.1 The Customer shall support Ondeya in the performance of its contractual services. This includes, in particular, the timely provision of information, texts, data material to the extent required by the Customer's cooperation services. 
5.2 The Customer undertakes to provide Ondeya with the basic materials and content to be delivered in accordance with the above paragraph no later than immediately after placing the order.
5.3 Customer shall deliver the Materials in a form agreed between Ondeya and Customer. 
5.4 Ondeya shall be entitled to use the Work produced for the purpose of self-promotion. Ondeya may name the Client as a reference client. 

§6 PRODUCTION 
Third Party Production
6.1 When awarding productions to third parties, Ondeya shall act as an intermediary. Orders to third parties are placed in the name and for the account of the Client. The Client undertakes vis-à-vis Ondeya to indemnify Ondeya internally against all liabilities arising from the conclusion of the contract. This includes in particular the assumption of costs. 
6.2 The Client confirms the release of Objects to be produced by e-mail or via the online form. The Designer is not responsible for errors or damage caused by the release of faulty files. 
6.3 Ondeya does not supervise the production of third parties. Complaints in respect of services provided by third parties for whose procurement the Designer has acted as an intermediary are not her responsibility. Complaints can nevertheless be made to Ondeya up to 3 days after receipt of the Media. In this case, Ondeya shall act as an intermediary and use all its know-how to reach a fair settlement between the Client and third parties.
6.4 If the Client wishes to make changes during or after production, the Client shall bear the additional costs. Ondeya retains the right to remuneration for work already commenced. 

§7 COPYRIGHT AND RIGHTS OF USE
7.1 All concepts, sketches, drafts, final artwork and audio recordings are protected as personal intellectual creations of Ondeya by the Copyright Act, the provisions of which shall be deemed agreed even if the level of creation required under § 2 UrhG is not reached. 
Proposals of the Client or his other cooperation do not constitute a joint copyright and have no influence on the fee.
7.2 Ondeya transfers to the Client the rights of use required for the respective purpose. No property rights are transferred. The Client acquires the copyright exploitation rights under the condition that the Client has paid the remuneration owed pursuant to §8 and §9 in full to Ondeya (§ 158 para. 1 BGB). Until the payment of the remuneration owed by the Client pursuant to §8 and §9, all copyright exploitation rights shall remain with the Designer.
7.3 In the event that nothing to the contrary is agreed, only a simple right of use shall be transferred in each case. The works of Ondeya may only be used for the agreed type of use and the agreed purpose to the agreed extent. In the absence of an express agreement, the purpose of the contract shall only be the purpose made apparent by the Client when placing the order. 
7.4 Any transfer of the rights of use to third parties requires a written agreement between the Designer and the Client and is subject to a fee.
7.5 Ondeya has the right to be named as the author on reproductions and websites. 

§8 REMUNERATION
8.1 Services shall generally be invoiced according to time and effort. Services shall be rendered in accordance with agreements made accordingly. Deviating or additional services not included in the order shall be invoiced additionally. The basis for calculating the remuneration shall be the hourly rates stated, as well as the utilisation factors for the remuneration of rights of use.
8.2 The cost estimate (offer) is a non-binding announcement of the anticipated costs. However, if this is significantly exceeded, Ondeya shall be obliged to notify the Client thereof. A surcharge of 15-20% may be possible in some cases and should be granted by the Client as a tolerance limit.
8.3 If only drafts are delivered, the remuneration for use shall not apply. If the designs are used later or to a greater extent than originally intended, the designer is entitled to charge the remuneration for use subsequently or to demand the difference between the higher remuneration for use and that originally paid.
8.4 If the Client stops a commissioned service, Ondeya is entitled to demand the agreed remuneration for the phase of the service already provided, including the phase in which the stop occurred, as well as reimbursement of all direct investments, expenses and consequential damages. 

§9 INVOICES & PAYMENTS
9.1 Invoices shall be issued in advance. All invoices are payable immediately and without deduction. Upon receipt of the invoice amount by Ondeya and availability of the Client's data necessary for the Services, the contractually agreed Services shall be performed. 
9.2 If the Customer is in default with payments due, Ondeya reserves the right not to perform further Services until the outstanding amount has been settled and to pass on any resulting costs to the Customer. 
9.3 Objections due to incorrectness or incompleteness of a statement of account must be raised by the Customer within 1 week after receipt of the statement of account at the latest; if the Customer raises its objections in writing, it shall be sufficient to send them within the 2-week period. Failure to raise objections in due time shall be deemed to constitute approval. 

§10 MISCELLANEOUS AGREEMENTS 
10.5 Files Own copies of the data/files provided to Ondeya should be kept so that they can be reverted to in the event of data loss. The Client agrees to re-submit all necessary data to Ondeya free of charge in case of need.
10.6 Computer Data Ondeya is not obliged to hand over computer data such as web, print or vector files to the Customer. If the Client wishes to surrender such data, this shall be agreed and remunerated separately. If Ondeya has provided files to the Client, these may only be changed with the express prior consent of the copyright holder.
10.7 Trademarks/Copyrights The Client is obliged to assume all legal responsibility with regard to copyright protection, protection of minors, press law and the "right to one's own image". 
For publications commissioned by the customer, only texts and images are to be made available for publication to which a corresponding right of use exists and for which the consent of persons depicted, if required, has been obtained. The Client is solely responsible for the content/files provided. He assures Ondeya that all materials and content can be freely used and edited.
The copyright to all work created by Ondeya remains with Ondeya. 

§11 LIABILITY
11.1 The risk of the legal admissibility of the activity and the Projects that Ondeya fulfils for the Client shall be borne by the Client. The Client shall indemnify Ondeya against any third party claims. 
Any commissioning as well as the assumption of any costs incurred for an examination under competition law, patent law and trademark law by a particularly competent person or institution shall be borne exclusively by the Customer. 
Ondeya shall not be liable for the protectability or registrability under competition law, patent law and trademark law of the ideas and designs developed within the scope of the order.
The Client shall indemnify Ondeya against any claims of third parties against the Designer, including the lawyers' and court costs necessary for a reasonable legal defence on the part of the Designer.
11.2 Claims for damages against Ondeya are excluded unless they are based on intentional or grossly negligent conduct by Ondeya itself or its vicarious agents. The limitation period for the assertion of claims for damages shall be three years and shall commence on the date on which the act triggering the obligation to pay damages has been committed. Should the statutory limitation periods lead to a shorter limitation period for Ondeya in an individual case, these shall apply.
11.3 The statutory provisions of the German Civil Code shall apply to all other claims for damages.

11.4 The amount of Ondeya's liability shall be limited to the typical damages for comparable transactions of this type which were foreseeable at the time of the conclusion of the contract or at the latest at the time of the commission of the breach of duty - however, not exceeding the amount of the services invoiced by Ondeya for this order.
11.5 Ondeya's liability for consequential harm caused by a defect on the legal ground of positive breach of contract shall be excluded if and to the extent that the liability of the same does not result from a breach of duties essential for the fulfilment of the purpose of the contract. 
11.6 Each client is responsible for his/her own physical, emotional and mental condition. Participation in the group events or individual sessions does not replace medical or psychological treatment. Participation is at the client's own risk. No liability can be accepted. 

§12 DELIVERY & DATES
12.1 Delivery periods and dates are based on agreement. As a rule, Ondeya works on schedule and cannot be held liable for delays.
12.2 Ondeya shall not be responsible for delays in delivery and performance due to force majeure (e.g. strike, official orders, sudden illness, etc.) and due to events which make it significantly more difficult or impossible for Ondeya to perform, even in the case of bindingly agreed deadlines and dates. This includes in particular the failure of communication networks, providers, disruptions in the services of telephone companies as well as delays due to untimely delivery of data by the Client or by third parties attributable to the Client. These entitle Ondeya to postpone the delivery or service for the duration of the delay. A claim for damages by the Client against Ondeya is excluded in these cases. 12.3.
12.3 In the event of delays in delivery and performance in the production of third parties, no claim for damages can be made against Ondeya.
12.4 In the event of the dispatch of goods, the risk shall pass to the Client as soon as the consignment has been handed over to the person carrying out the transport. 

§13 GOVERNING LAW & JURISDICTION 
13.1 The business relationship between the Customer and Ondeya shall be governed by German law. In order to achieve a solution in case of disputes, the use of a mediator is agreed upon prior to a legal dispute. 
13.2 The agreement on the place of jurisdiction shall apply equally to domestic and foreign customers. 13.3 The place of performance and jurisdiction for all services and disputes is exclusively the registered office of Ondeya.

§14 OTHER PROVISIONS
14.1 There are no ancillary agreements to this contract. Amendments or supplements must be made in writing to be legally effective. 
14.2 Any amendment to clause 13 of the contract must also be in writing. 
14.3 Insofar as this general contractual basis lacks a provision, the provisions of the Copyright Act and the Design Act shall apply.

§15 SEVERABILITY CLAUSE
Should one or more of the above provisions be invalid, this shall not affect the validity of the remaining provisions. This shall also apply if within a provision one part is invalid but another part is valid. The respective invalid provision shall be replaced by the parties by a provision which comes closest to the economic interests of the contracting parties and which does not run counter to the remaining contractual agreements.