Terms of Service
1.1: These Terms and Conditions, hereinafter referred to as the "Conditions", shall apply to all offers made and all agreements concluded between CRESCENT MOON DESIGN STUDIO (hereafter CMDS) and a Client, to which CMDS has declared these Conditions applicable. Any applicability of the Conditions of the Client is rejected, unless agreed in writing.
1.2: The present Conditions will also apply to all agreements concluded with CMDS for the performance of which the involvement of third parties is needed.
ARTICLE 2 - PRICE QUOTES AND AGREEMENTS
2.1: All price quotes issued by CMDS are made without obligation to either party.
2.2 The agreement will go into effect upon the written acceptance by the Client of the offer made by CMDS or by the written confirmation by CMDS of a commission provided by the client. Correspondence per e-mail will be considered to constitute written correspondence. All price quotations and offers are exclusive of CMDS, unless explicitly stipulated otherwise.
2.3 CMDS may consider as its Client the person who has commissioned CMDS, unless this Client has specifically indicated that it is acting upon the instructions of a third party, provided that this third party's name and address were given to CMDS.
2.4 CMDS deems the person who makes the agreement with CMDS authorized to do so.
ARTICLE 3. - CHANGING OR TERMINATING AGREEMENTS
3.1 If, after an agreement is made, the Client makes major changes in the project, CMDS is entitled to consider each addition and/or change made after the agreement was made to be a separate project and will treat it as such.
3.2 CMDS must be informed in writing in a reasonable amount of time regarding changes to the project proposed by the Client after the agreement has been made. If such changes are communicated orally or by telephone, the Client assumes all risk involved in the completion of those changes.
3.3 If the Client terminates the agreement, he or she will owe for that part of the project already completed and to remunerate CMDS on the basis of an hourly rate for any work already carried out.
3.4 If CMDS has reserved time for the project and the time alotted cannot be used for the purpose of other paid agreements, the Client will be liable to pay CMDS compensation of 50% of the hourly rate for time spent on the Client's project.
ARTICLE 4 - PERFORMANCE OF THE CONTRACT, PROFESSIONAL SECRECY
4.1 CMDS agrees to complete the project to the best of its ability and with knowledge of the subject and purpose instructed by the Client. CMDS further agrees to maintain professional secrecy where applicable.
4.2 CMDS cannot affirm the accuracy of the information or text provided by the Client to CMDS. Further, CMDS will not be held liable for damage of any kind if the information provided to CMDS by the Client should prove to be incorrect or incomplete, even if such information was provided in good faith.
4.3 If, upon completion of the project, the project requires editing or corrections, CMDS must always be given the opportunity to make these corrections and/or edits.
ARTICLE 5 - COPYRIGHTS
5.1 Unless otherwise agreed in writing, CMDS will retain the copyright of all text, graphics, and products produced (written, edited, or prepared for use on the Internet) by CMDS until such time as the client has paid CMDS the total amount due. At that time, the copyrights will be given to the Client.
5.2 The Client will indemnify CMDS against all claims by third parties of alleged infringement of any property, patent, copy, or other intellectual property right associated with the performance of the agreement.
ARTICLE 6. DISSOLUTION
6.1 If the Client fails to fulfill his obligations, and also in the event of the involuntary liquidation, suspension of payments or liquidation of the company of the Client, CMDS is entitled to dissolve the agreement in whole or in part, or to suspend performance thereof without any obligation to pay compensation. CMDS is then entitled to demand immediate payment of the amount due.
ARTICLE 7 - COMPLAINTS AND DISPUTES
7.1 The Client must notify CMDS about any complaints relating to the work as soon as possible and in writing within five working days after delivery. The voicing of a complaint shall not discharge the Client from his obligation to pay.
7.2 If CMDS takes up a complaint, it does not mean that CMDS considers the complaint justified or submitted in time.
7.3 If the complaint is justified, CMDS will correct or replace the project within a reasonable time or, if CMDS cannot reasonably complete the request to correct the project, CMDS will discount the amount due.
7.4 The Client's right to complain will lapse if he or she has made changes in the work, had it changed, or had the project transferred it to a third party.
7.5 The Client's right to claim compensation will always lapse five days after the delivery of the commission.
ARTICLE 8 - TIME OF DELIVERY
8.1 The agreed time of delivery is a target date, unless expressly agreed otherwise in writing. CMDS is obliged to inform the Client immediately if it becomes apparent that it will not be possible to meet the agreed upon deadline.
8.2 Where the agreed period is exceeded without a valid excuse, the Client will, if the work by CMDS cannot be reasonably awaited, be entitled to dissolve the agreement unilaterally, in which case CMDS will not be obliged to pay compensation.
8.3 Delivery is deemed to have been effectuated at the time of personal delivery, or dispatch by ordinary mail or courier service, telefax or e-mail.
8.4 Delivery of data via electronic mail is deemed to have been effectuated at the time at which the medium confirmed that the mail has been sent.
ARTICLE 9. - PAYMENT
9.1 The fee is based on a rate per project or per hour, in accordance with the original or accepted quote by CMDS.
9.2 It is the practice of CMDS to provide a quote for services without cost to the client.
9.3 It is the practice of CMDS to provide several layouts for web design services or graphic design services on spec for clients who have made an agreement with CMDS for such services. Once a layout or design is accepted by the client, half of the accepted quoted fee will become due and payable.
9.4 Payment of half the accepted quote must be paid within thirty (30) working days of the Client's acceptance of the layout and/or the send date of the Account Statement. Failure on the part of the Client to pay this amount will halt all work by CMDS until the fee is paid. If this fee is not paid within sixty (60) working days, late fees up to 15% of the amount due may be applied.
9.5 Fees are exclusive of CMDS, unless explicitly stipulated otherwise.
9.6 Each partial delivery, which includes the delivery of parts of a combination of commissions, can be invoiced separately to the Client. Article 9 paragraph 6 of these Conditions shall be applicable by analogy.
9.7 Invoices (Account Statements) must be paid not later than 30 business days after the date of the invoice. The Client will be deemed immediately in default without any notice of default being necessary upon expiry of this period of 30 days, in which case the Client will also owe CMDS interest at 15% over the invoice amount from the date of default until the date of full payment.
9.8 In the event of extra-judicial collection costs, a collection fee of 15% applies for the first $3,000 (US) of the principal sum including interest and a rate of 10% for the remainder, with a minimum of $300 (US).
9.9 CMDS can exercise its lawful rights in respect of all costs incurred that are connected directly or indirectly with the performance of the agreement.
ARTICLE 10. - LIABILITY: INDEMNITY
10.1 CMDS is exclusively liable for damage that is the direct and demonstrable consequence of an attributable failure on the part of CMDS. CMDS will never be liable for any other form of damage such as consequential loss, delay damage and lost profit. Liability will always be limited to an amount equal to the value of the invoice of the relevant agreement.
10.2 Ambiguity in the source text will discharge CMDS of any liability.
10.3 CMDS will not be liable for any consequential loss, specifically including bodily injury, ensuing from the wrong application of medical or any other equipment, objects and/or instructions, caused by mistakes or obscurities in the source text.
10.4 CMDS cannot be held liable for the damage or loss of documents, information or data carriers made available to CMDS for the performance of the agreement. Nor is CMDS liable for damage resulting from the use of information technology and modern forms of communication.
10.5 The Client is obliged to indemnify CMDS against all claims from third parties ensuing from the use of any work, except where this liability on the part of CMDS exists on the grounds of the provision of this article.
ARTICLE 11. - FORCE MAJEURE
11.1 In addition to all that is specified by law or in legal precedents, for the purposes of these Conditions force majeure shall be taken to mean: all circumstances, events, causes and consequences which fall outside the control or influence of CMDS, as a consequence of which CMDS will not be able to fulfill its obligations. Such circumstances will always but not exclusively include: fire, any other operating disruptions, either at the premises of CMDS, or at the premises of CMDS' suppliers of business and services, transport breakdowns, and any other events that are outside its control, such as war, blockades, civil disturbances, epidemics, floods and storms.
11.2 The obligations of CMDS will be suspended for the duration of the force majeure. If the period of force majeure, as a result of which CMDS is not able to meets its obligations, should last longer than two (2) months, both parties will be entitled to dissolve the agreement, without there being any obligation to compensate.
11.3 will only apply insofar as CMDS has a right to suspend its performance within the meaning of the law.
ARTICLE 12 - MENTION OF NAME
12.1 After having consulted with the Client, CMDS will be entitled to use the Client's name as a reference and CMDS will also be entitled to use the Client's name in its advertising material. If the Client refuses such use, he must inform CMDS accordingly in writing.
ARTICLE 13 - APPLICABLE LAW
13.1 Each agreement between CMDS and the Client is subject to the laws of the United States of America.