1.1. These General Terms and Conditions shall apply exclusively to the business relationship between pointofbrands GmbH, Borselstr. 20, 22765 Hamburg (hereinafter referred to as “PROVIDER”) and the recipient of the services (hereinafter referred to as “CUSTOMER”, together here also referred to as “PARTIES”), in particular with regard to contracts for services in the areas of retail design and visual merchandising (hereinafter referred to as “Services”).

1.2. The offer of the PROVIDER is aimed exclusively at entrepreneurs (§ 14 BGB – German Civil Code) or business owners.

1.3. Conflicting, differing or supplementary general terms and conditions of the CUSTOMER shall not become part of the contract unless the PROVIDER expressly agrees to their validity. These General Terms and Conditions shall also apply if the PROVIDER, being aware of the CUSTOMER’s conflicting or differing terms and conditions, performs services without reservation.

1.4. The contractual basis arises from the individual agreement between the PROVIDER and the CUSTOMER (e.g. in the form of an offer) and these terms and conditions.

1.5. These General Terms and Conditions shall also apply to all future service relationships between the PROVIDER and the CUSTOMER (in connection with the offered subject matter of the service), without the need for explicit inclusion.

1.6. Whenever the generic masculine form is used in the following provisions, this is solely for reasons of simplicity and without any valuation.

2.1. The specific scope of services always results from the individual offer of the PROVIDER and the relevant individual agreement between the PROVIDER and the CUSTOMER.

2.2. The range of services offered by the PROVIDER includes, in particular,

– consulting,
– concept development,
– project coordination and management,
– project implementation and coordination of service providers.

2.3. The content of the services shall generally be agreed in advance (in writing and/or by electronic communication, e.g. in the form of 3-D visualizations, mood boards, sketches, technical drawings or the like). Irrespective of this, the right of final decision regarding the conceptual and creative implementation of the production lies with the PROVIDER.

2.4. Beyond the offering of the services, the CUSTOMER is expressly not owed any particular success.

2.5. The PROVIDER is entitled to use the help of third parties to provide the service.

2.6. With regard to services under a contract for services, the PROVIDER has a right to determine services in accordance with § 315 BGB (German Civil Code).

3.1. The presentation of services on the website or in advertisements does not constitute a binding offer by the PROVIDER to conclude a contract.

3.2. The contract between the PROVIDER and the CUSTOMER can be concluded by telephone (in particular by video or video chat and/or telephone), by email or in writing.

3.3. In the case of contracts concluded by telephone between the PROVIDER and the CUSTOMER, the CUSTOMER consents to the PROVIDER recording the telephone conversation and/or video conference with the CUSTOMER for evidence and documentation purposes.

3.4. The CUSTOMER expressly agrees not to disclose to third parties any login usernames, passwords, materials and links to which the CUSTOMER gains access under this agreement.

4.1. The respective remuneration according to the price list at the time of the conclusion of the contract shall apply to the services, unless a different remuneration has been individually agreed. All prices are exclusive of sales tax.

4.2. Unless an individual fee agreement has been made in individual cases, the PROVIDER shall bill the CUSTOMER for its services based on the actual time and effort per day (daily rate). Each additional hour is charged separately.

4.3. Should the PROVIDER give the CUSTOMER a cost estimate upon request, the PROVIDER cannot provide any binding guarantee in advance for the correctness of the cost estimate in accordance with § 649 I BGB (German Civil Code).

4.4. Insofar as the actual expense exceeds the underlying cost estimate by more than a negligible amount (< 5%), the PROVIDER is entitled to invoice the additional work separately. If such an overrun is to be expected, the PROVIDER shall inform the CUSTOMER without delay. In this case, the further remuneration shall be based on the actual work involved and the applicable price list. If the PROVIDER is not responsible for the significant overrun in the cost estimate, the CUSTOMER is not entitled to terminate the contractual relationship solely on the basis of the cost overrun.

4.5. Unless otherwise contractually agreed in individual cases, travel expenses (e.g. expenses, meals, transportation) for trips that the PROVIDER undertakes on behalf of the CUSTOMER shall be paid by the CUSTOMER and are not included in any agreed flat-rate remuneration.

4.6. Unless otherwise agreed, the CUSTOMER is obliged to make advance payment. The agreed remuneration is due immediately upon conclusion of the contract and is payable within 14 days.

4.7. The CUSTOMER may only exercise or assert its right of set-off or right of retention in the case of legally established or undisputed claims.

4.8. As a rule, one correction cycle is included. Unless otherwise stated, further changes are subject to a charge in accordance with the price list.

4.9. The CUSTOMER’s obligation to pay shall remain even in cases where the service cannot be provided for a reason for which the CUSTOMER is responsible. In this case, however, the POVIDER must have offset against this what he saves in expenses or refrains from acquiring.

4.10. All payments to be made by the CUSTOMER are generally to be paid in advance and are due upon signing of the contract, as well as to be transferred to a bank account to be named by the PROVIDER upon receipt of a proper invoice. This does not affect any other agreements.

4.11. The CUSTOMER is solely responsible for compliance with legal requirements within his area of responsibility. This concerns, for example, the obtaining of building permits and/or fire protection regulations.

5.1. Unless otherwise agreed, any deadlines for the provision of services by the PROVIDER shall not commence in any case before the agreed remuneration has been paid in full by the CUSTOMER and all necessary acts of cooperation by the CUSTOMER have been provided in full.

5.2. If the CUSTOMER is in arrears with payments due, the PROVIDER reserves the right to withhold further services until the outstanding payments have been settled.

5.3. The PROVIDER is entitled to terminate the contract for good cause in accordance with
§ 626 I BGB (German Civil Code) and to discontinue all services. An important reason exists in particular, if the CUSTOMER is in default with at least two installments due to the PROVIDER in the case of an agreed installment payment. The PROVIDER is entitled to claim the entire remuneration that would be due until the next ordinary termination date as compensation. In this case, however, the PROVIDER must allow the amount that he saves in expenses or refrains from acquiring to be credited.

6.1. In principle, the PROVIDER only provides all contractually agreed services from the time of the conclusion of the contract.

6.2. The CUSTOMER shall ensure that the PROVIDER has access to all the information required to achieve the best possible consulting result at all times. No guarantee is given for the correctness of the content provided to the PROVIDER by the CUSTOMER; the PROVIDER does not check the content.

6.3. The CUSTOMER is obliged to arrive punctually for all agreed 1:1 consultation appointments (e.g. sampling, kick-off briefings, presentations). The CUSTOMER must immediately report any delays. If the PROVIDER incurs additional costs due to a delay for which the CUSTOMER is responsible (e.g. due to delays in the PROVIDER’s workflow, fruitless expenses such as rental costs), these shall be borne by the CUSTOMER.

6.4 The CUSTOMER is obligated to cancel an agreed appointment or a binding booking (including setup, arrival, and departure) no later than four weeks before the scheduled start date. If this deadline, as stated in sentence 1, is missed, the PROVIDER may charge the CLIENT the following partial fees:
4 weeks 25%
2 weeks 50%
1 week 75%

6.5. The PROVIDER is entitled to conduct appointments with the CUSTOMER digitally (e.g. via Zoom, Teams, Skype, Teamviewer or similar) at any time.

6.6. The CUSTOMER is independently responsible for ensuring that the technical requirements are met in order to be able to use the offer in full. In the event of technical problems with the provided offer, the CUSTOMER is also obliged to cooperate to the best of their ability in solving the problem.

8.1. If the agreed services are subject to the law on contracts for work and services, the following provisions of this clause shall apply.

8.2. The PROVIDER can demand acceptance from the CUSTOMER after completion of a partial service in this regard.

8.3. The (partial) services of the PROVIDER to be accepted by the CUSTOMER shall also be deemed accepted if the CUSTOMER does not provide a written declaration of acceptance of the corresponding (partial) service within 7 working days at the request of the PROVIDER.

9.1. Payment is possible in advance or on invoice.

9.2. All billing arrangements, in particular invoicing, are carried out electronically via the e-mail address provided by the CUSTOMER. The CUSTOMER hereby expressly agrees to this. If the CUSTOMER requests a different method of transmission (e.g. post), he shall bear the additional costs incurred for this.

10.1. The PROVIDER is liable, regardless of the legal basis, within the framework of the statutory provisions, only to the extent of the following regulations:

10.2. The PROVIDER has unlimited liability for damages resulting from injury to life, limb or health that are based on intent or negligence on the part of the PROVIDER or one of its legal representatives or agents. In addition, the PROVIDER is liable for damages resulting from intent or gross negligence on the part of the PROVIDER or one of its legal representatives or vicarious agents, as well as for damages resulting from failure to comply with a guarantee given by the PROVIDER or a warranted characteristic, or due to fraudulently concealed defects.

10.3. The PROVIDER is liable, limited to compensation for contract-typical foreseeable damage, for such damages that are based on a slightly negligent breach of essential contractual obligations by him or one of his legal representatives or vicarious agents. Essential contractual obligations are obligations whose fulfillment is essential to the proper execution of the contract and on whose compliance the contractual partner may regularly rely.

11.1. The CUSTOMER is advised that the PROVIDER collects, processes and uses personal inventory and usage data in machine-readable form within the scope of the purpose of the contractual relationship. All personal data will be treated confidentially.

11.2. Die PARTEIEN verpflichten sich, die ihnen im Rahmen der Vertragsdurchführung bekannt gewordenen Informationen aus dem Bereich der anderen Partei vertraulich zu behandeln.

12.1. All content provided as part of the fulfillment of the contract is protected by copyright.

12.2. The PROVIDER transfers to the CUSTOMER the rights of use, ancillary copyrights and other rights under copyright law that arise in connection with the execution of the contract, including any rights of use that are not yet known at the time the contract is signed. The CUSTOMER is entitled to all rights from the time of their transfer for simple use, unrestricted in terms of time, space and content. The rights may not be transferred to third parties.

12.3. Insofar as works are modified by post-processing or a correction loop, the transfer of rights shall only take place with the final version of the work and its provision. Unprocessed material is not covered by the transfer of rights.

12.4. The transfer of rights is subject to the condition precedent that the CUSTOMER has fulfilled all of its payment obligations to the PROVIDER.

12.5. The CUSTOMER grants the PROVIDER the exclusive, temporally, spatially and substantively unrestricted right of use, free of charge, for the public reproduction, duplication and distribution of the services provided for the purpose of (self-)advertising, in particular, but not limited to, on the PROVIDER’s website (“testimonial use”).

The PROVIDER only concludes contracts with entrepreneurs within the meaning of § 14 BGB (German Civil Code), so that a statutory right of withdrawal does not exist.

The PROVIDER may name the CUSTOMER as a reference in any medium. This also includes the use of created image material, as well as the naming and use of possibly protected trademarks, designations or logos. The PROVIDER is not obliged to name the CUSTOMER.

15.1. The place of fulfillment and exclusive place of jurisdiction for disputes with merchants, legal entities under public law or special funds under public law arising from contracts is Hamburg.

15.2. The laws of the Federal Republic of Germany, excluding all provisions of conflict of law rules that refer to another legal system, shall apply exclusively to all disputes in connection with the use of the website, regardless of the legal reason.

15.3. If required, additional or alternative provisions to the Agreement, agreed in writing by the PARTIES, shall be considered part of the Agreement from the moment of its signing.

15.4. Should one or more provisions of these General Terms and Conditions be or become invalid, the validity of the remaining provisions hereof shall not be affected. The invalid provision shall be replaced by a provision reflecting the economic purpose of the contract in a legally valid manner. This shall also apply to the supplementary interpretation of the contract.

15.5. The PROVIDER reserves the right to change these terms and conditions at any time for good cause, unless the change is unreasonable for the CUSTOMER. An important reason exists in particular in the event of changes in legislation, case law and/or significant operational and/or economic changes in the PROVIDER’s sphere. In this case, the PROVIDER will notify the CUSTOMER.