Terms of Service
1. Introduction
These Terms and Conditions ("Terms") govern the services ("Services") provided by Alrdy, a brand of M&B Studio UG (haftungsbeschränkt), to you ("Client"). By engaging with our Services, you agree to these Terms.
2. Services
2.1 Service Types
We offer the following types of Services:
- Defined Packages: We provide design, development, and consulting services as outlined on our website. These packages have a defined scope as can be seen on the website, and no additional contract or written statement is required.
- Bespoke Projects: For custom requirements, we offer bespoke projects with detailed written agreements covering scope, deliverables, and timelines.
- Subscription Service: We offer an unlimited design and development subscription service, which allows Clients to submit unlimited requests. Tasks are completed one at a time, and revisions are implemented until satisfaction. The subscription entails a monthly payment at a fixed rate and specific conditions as follows:
- Service Levels and Response Times: We strive to deliver tasks within a certain number of business days defined by the purchased subscription tier. Smaller tasks may be delivered faster, while larger tasks may be broken down for better transparency.
- Vacation: The Agency will provide the Client with at least 14 days' notice prior to planned vacations. During vacations, the Client's subscription will be paused, and the duration added to the end of the current term.
- Sickness: In the event of illness, the subscription will be paused for the duration of the illness and added to the end of the current term.
- Holidays: The Agency observes national and local holidays in Berlin, Germany. Subscriptions are not paused for these holidays, and they are accounted for in the pricing.
Remote & Async Delivery: All services are performed remotely, with processes in place for effective communication and coordination. On rare occasions, services may be rendered at a location specified by the Client, subject to agreement.
Modifications and Updates: The Agency reserves the right to modify service offerings, including subscription services, at any time. Such updates will be communicated to the Client.
2.2 Revisions
If the number of revisions is specified in an offer or package (e.g., "2 revisions"), the Client is entitled to provide feedback upon delivery of a piece of work, which we will implement. Each feedback and implementation cycle constitutes a single revision round. Should the Client require additional revisions beyond those included, additional charges may apply, which will be billed at an hourly rate of €150.
Furthermore, the Agency reserves the right to impose additional charges for revisions that necessitate significant effort, such as developing an entirely new brand visual direction. In all such instances, the Agency will communicate potential additional costs to the Client prior to commencing any such work.
2.3 Client Cooperation
The Client agrees to provide all necessary materials, information, and access required for the Agency to perform the Services. Delays caused by the Client's failure to provide such cooperation may impact timelines and are not the responsibility of the Agency.
2.4 Subcontractors
The Agency reserves the right to engage third-party subcontractors to assist in providing the Services, where necessary.
2.5 Delivery Deadlines
The Agency will make every reasonable effort to meet the agreed-upon deadlines. Delivery timelines depend on Client cooperation, and delays in providing necessary materials or feedback may affect the final delivery date.
3. Payment Terms
3.1 Payment Conditions
The billing of services is explicitly regulated in the respective offers. Unless otherwise agreed, billing is done retroactively on a monthly basis based on the work performed. No formal acceptance in the sense of §§ 640 ff. BGB is required for the services rendered.
3.2 Invoicing
Invoices are subject to statutory VAT and are payable within 15 days of invoicing, unless otherwise agreed in writing.
3.3 Interim Billing
The Agency reserves the right to issue interim invoices for all accrued efforts up to that point, at a minimum of 50% of the project volume, in case of non-cooperation or pause in collaboration.
4. Intellectual Property
4.1 Intellectual Property Rights
All materials, information, and content, including but not limited to text, graphics, logos, images, and other materials used or delivered by the Agency, are the property of the Agency or its clients and are protected under applicable copyright, trademark, and other intellectual property laws.
4.2 Ownership of Materials
All intellectual property rights in materials produced by the Agency as part of the Services are transferred to the Client upon full payment of related invoices, unless explicitly stated otherwise in the agreement. The Agency retains the right to showcase the work in its portfolio and marketing materials unless otherwise restricted by a Non-Disclosure Agreement (NDA).
The Agency retains ownership of all methodologies, tools, and know-how developed or used in providing the Services.
4.3 Client's Materials
By providing content or materials, the Client warrants that they have the necessary rights and that such content does not infringe on any third-party intellectual property rights.
5. Termination and Refund
5.1 Termination by Client
The Client may terminate the agreement at any time by providing written notice via email. Upon receipt of the termination notice, the following terms apply based on the type of service and the payment status:
Defined Packages:
If Payment Was Made Upfront: Typically, no refunds will be issued. However, the Agency may provide a partial refund at its sole discretion in exceptional circumstances.
If Payment Is Outstanding: The Client is responsible for paying all remaining fees due for the defined package. In addition, the Agency may impose a cancellation fee ranging from 20% to 50% of the outstanding balance.
Bespoke Projects:
If Payment Was Made Upfront: The Client will be charged for all work completed up to the termination date. If any portion of the upfront fee remains unallocated to completed work, the Agency may, at its sole discretion, provide a prorated refund of unused fees.
If Payment Is Outstanding: The Client must pay for all work completed up to the termination date. Additionally, the Agency may charge a cancellation fee of 20% to 50% of the remaining anticipated project fees.
Subscription Services:
If Payment Was Made Upfront: Payments are generally non-refundable. In rare cases and at the Agency’s discretion, the Agency may provide a prorated refund of any unused subscription period.
If Payment Is Outstanding: The Client remains responsible for paying the outstanding balance for the full subscription term, with no refund obligations from the Agency.
5.2 Termination by the Agency
The Agency reserves the right to terminate this agreement with a 14-day notice. In the event of such termination by the Agency, any remaining fees that the Client has prepaid for the service will be refunded on a pro-rata basis. The Agency may terminate this agreement immediately without notice if the Client breaches any of the terms of this agreement.
6. Confidentiality and Publication
6.1 Confidentiality
Both parties agree to maintain the confidentiality of all information that is identified as confidential or whose confidential nature is evident from the circumstances of disclosure. Such information shall not be disclosed to third parties without prior written consent from the disclosing party.
The obligation to maintain confidentiality does not apply to information that:
- Was known to the receiving party prior to the disclosure date;
- Became publicly available prior to or after the disclosure date without fault of the receiving party;
- Was independently developed by the receiving party without use of or reference to the disclosing party's confidential information.
6.2 Publication Rights
The Agency may refer to the Client as a reference client on its website and in other formats. This right remains in effect indefinitely beyond the termination of the contract. The Agency may also publicly display the work results (excluding confidential or personal data) and use the Client's logo for demonstration purposes, unless the Client objects in writing.
7. Data Protection
The Agency and the Client shall comply with all applicable data protection regulations in handling personal data. The Client is responsible for ensuring that any data provided complies with such regulations.
8. Limitation of Liability
8.1 General Liability
The Agency is only liable for intentional misconduct and gross negligence. For ordinary negligence, the Agency is only liable in the event of a breach of an essential contractual obligation or for damages arising from injury to life, body, or health.
8.2 Third-Party Service Providers
If the Client engages third-party service providers for tasks that relate to the Agency's deliverables, the Agency is not liable for the operability of such third-party services or their compatibility with the Agency's work. The Agency is not obligated to support these third-party service providers.
8.3 Legal Compliance
The Agency is not responsible for reviewing legal matters, including but not limited to copyright, competition, and trademark law. The Agency does not verify whether the Client's website or marketing campaigns infringe on third-party rights or comply with the policies of various advertising networks. The Client is solely responsible for the legal compliance of their content and any penalties from third parties.
8.4 Data Protection Compliance
The Client is responsible for ensuring compliance with data protection regulations regarding their customer data, including the design and programming of their website. The Agency provides only the technical capabilities necessary for compliance, such as data deletion features.
8.5 Exclusion of Liability
Under no circumstances is the Agency liable for loss of data, revenue, profit, or any interest and downtime costs that arise as a result of a non-negligent action by the Agency.