Terms and Conditions

Section 1 Scope, definitions

These Terms and Conditions ("GTC") apply to all legal transactions between on:DesignVibes UG (haftungsbeschränkt), Holstenhofweg 54, 22043 Hamburg, Germany (hereinafter "on:DesignVibes") and consumers, businesses, legal entities under public law, or special public-law funds within the meaning of Section 310(1) of the German Civil Code (BGB) ("Customer").
"Consumers" within the meaning of these GTC are natural persons who enter into a legal transaction for purposes that are predominantly outside their trade, business, or profession.
"Businesses" within the meaning of these GTC are natural or legal persons and partnerships with legal capacity who, when concluding the contract, act in the exercise of their commercial, freelance, or independent professional activity.
Contract conclusion and order processing are generally subject to all provisions of these GTC. Insofar as the contracts concluded between the Customer and on:DesignVibes and/or individual services are subject to specific terms ("offer terms") and/or individual agreements are made between on:DesignVibes and the Customer, these shall always take precedence.
The Customer's general terms and conditions shall not become part of the contract, even if referred to in offers, orders, or acceptance declarations, or attached thereto, and even if not objected to.

Section 2 Contract conclusion, order processing

on:DesignVibes' range of services and products includes consulting, concept, marketing, creative, and production services in the areas of design (branding and corporate design, print and graphic design, digital advertising materials), photo and film (photography, image editing, video production and editing), and social media (social media management, content creation, editorial planning, and community management). The details of the scope of services are set out in the respective contract.
The presentation of services, as well as all general service descriptions and/or price information associated therewith, are non-binding and do not constitute binding offers.
The conclusion of a contract requires at least text form. Changes and additions, including any deviation from the requirement of text form, likewise require text form. Text form within the meaning of these GTC may also be satisfied by email, SMS, or instant messaging services (e.g. WhatsApp).
If the Customer submits an inquiry by email, contact form, mail, or phone, on:DesignVibes will prepare and send an individual offer based on the Customer's information, specifying all tasks involved and defined goals, in text form.
Unless the order is based on the Customer's acceptance of an individual offer from on:DesignVibes under Section 2(4) of these GTC, orders, including any additional orders and changes to services already commissioned, only become binding once confirmed by on:DesignVibes in text form. The Customer must likewise notify on:DesignVibes in text form of any requests to change existing orders or individual offers made by on:DesignVibes. on:DesignVibes will only implement the Customer's requests if they are technically feasible and technically and economically reasonable. Any additional effort resulting from the requested change shall be compensated accordingly by the Customer to on:DesignVibes. This also applies to the effort required to examine whether and under what conditions a change or addition is possible and feasible.
on:DesignVibes is entitled to have the order carried out by subcontractors or agents. Insofar as on:DesignVibes' liability is excluded or limited, this shall also apply to any personal liability of on:DesignVibes' employees, representatives, or agents.

Section 3 Cooperation Duties of the Customer

The customer is obliged to support on:DesignVibes in such a way that the purposes and goals of the concluded contract can be fulfilled in the best possible way.
In particular, the customer must provide on:DesignVibes with all information deemed necessary by on:DesignVibes for the execution of the contract in a timely manner and free of charge, as well as provide information, documents, materials, access data, and requested content and elements in a form that on:DesignVibes can use directly, and grant access to all systems and facilities necessary for the provision of services by on:DesignVibes.
The customer guarantees that all documents, materials, content, and elements provided by them are free of third-party intellectual property rights; in this respect, they indemnify on:DesignVibes against any claims.
If on:DesignVibes cannot meet any contractually agreed deadlines because the customer does not fulfill their cooperation duties despite being requested to do so, the corresponding contract deadlines shall be extended to a reasonable extent. Any further claims on the part of on:DesignVibes remain unaffected by this.

Section 4 Retention of Title and Intellectual Property

All services remain the property of on:DesignVibes until the customer has fulfilled all contractual payment obligations.
Regardless of this, intellectual property and copyrights remain with on:DesignVibes, which specifically includes service results as work/services or parts of work/services such as documents, evaluations, planning documents, know-how, reports, drawings, sketches, samples, models, methods, procedures, reproductions, and similar materials, drafts, graphics, photos, films, (electronic) files, and data collections created for the customer in written, machine-readable, and/or other forms of representation. As long as service results are not completed, the corresponding partial results are considered service results within the meaning of this contract.
The granting of any usage rights by on:DesignVibes to the customer remains unaffected by this.

Section 5 Warranty, Acceptance

on:DesignVibes undertakes to perform the contractually agreed service with the greatest possible care. on:DesignVibes is liable for any defects, at its own discretion, through rectification or new production. If customer-specific settings can only be determined online, the transmission of corresponding data takes place at the customer's risk via the internet without guarantee. Corresponding notifications are valid upon receipt and will be used by on:DesignVibes as binding for the performance of services until the time new data is received via the internet. Any delays occurring in this process are due to technical reasons and do not constitute defective performance.
on:DesignVibes will notify the customer when the contractually agreed service has been fully rendered and can be accepted.
After receipt of this completion notice, the customer is obliged to accept the contractually agreed service immediately, but at the latest within 14 days (fourteen days). Acceptance may not be refused for design or artistic reasons.
If the customer does not report any defect to on:DesignVibes within 14 days (fourteen days) after receipt of the completion notice, the contractually agreed service is deemed accepted. The same applies if a defect appears after acceptance.
After completion of the respective partial service, on:DesignVibes can demand acceptance of the partial service from the customer and, after all adjustment services have been carried out, an additional overall acceptance of all services.
The successful elimination of defects is considered final acceptance. Should the customer discover further defects thereafter, these will be billed separately.
Final acceptance of a project also occurs automatically if the customer instructs on:DesignVibes to finally publish, release for print, or deliver the work results.
If the customer violates their obligation regarding inspection and notification of defects, the contractually agreed service is deemed accepted with regard to the defect concerned, unless on:DesignVibes has fraudulently concealed the defect.

Section 6 Payment Terms

The remuneration to be paid is set out in the respective contract. Unless otherwise agreed contractually, the customer must pay 50% (fifty percent) of the agreed total sum upon conclusion of the contract, for which on:DesignVibes will issue an invoice. Invoices are due for payment within 10 days after receipt of the invoice and are payable without deduction. The customer is in default at the latest if they do not pay within 30 days after the due date and receipt of an invoice or equivalent payment schedule. This applies to a debtor who is a consumer only if these consequences have been specifically pointed out in the invoice or payment schedule. If the time of receipt of the invoice or payment schedule is uncertain, the debtor who is not a consumer is in default at the latest 30 days after the due date and receipt of the consideration.
In the case of service provision that goes beyond the normal scope, on:DesignVibes is entitled to invoice the customer for reasonable installment payments. Any partial services to be paid proportionately remain unaffected by this.
on:DesignVibes is entitled to debit due one-time or recurring invoice claims directly from the payment service provider used by on:DesignVibes using a payment method specified by the customer in the customer portal or upon conclusion of the contract.
The customer shall bear any costs arising from a failed payment or direct debit.
The customer agrees that invoices and any reminders will be sent exclusively by email.
If the customer is in default with due payments, on:DesignVibes reserves the right not to perform further services until the outstanding amount is settled and to pass on any resulting costs to the customer.
The customer must assert objections to invoices within 7 days (seven days) after receipt of the invoice. After this period, objections can only be asserted if the customer was prevented from meeting this deadline through no fault of their own.
on:DesignVibes is entitled to credit payments against any older liabilities of the customer. In the case of costs and interest already incurred, on:DesignVibes can credit payments first to the costs, then to the interest, and finally to the main service, about which on:DesignVibes will inform the customer.
In the event of default in payment, on:DesignVibes is also entitled to block the customer's access to any relevant offers/content until the outstanding amount is received. The customer can only set off claims from on:DesignVibes with undisputed or legally established counterclaims.

Section 7 Service Adjustments, Price Adjustments

on:DesignVibes may change its services if and to the extent that this is necessary for a valid reason that was not foreseeable at the time the contract was concluded, and the relationship between performance and consideration is not shifted to the disadvantage of the customer, so that the change is reasonable for the customer. A valid reason exists if the adjustment is necessary to adapt the services to the state of the art and security, the development of legal and regulatory requirements, particularly in the areas of data protection, telecommunications, and IT security, as well as market developments, particularly customer expectations for comparable services, for example, with regard to performance, storage capacities, user-friendliness, and efficiency.
on:DesignVibes will notify the customer of the change in text form within a reasonable period before it is planned to take effect. In the event of a change, the customer has the right to terminate the contract in text form at the time the change takes effect without observing a notice period. This does not apply if the change is exclusively to the customer's benefit. The customer will be separately informed of their right of termination in the change notification.
on:DesignVibes is entitled to make price adjustments once a year for services involving recurring payments during the contract term. However, on:DesignVibes will not make these adjustments before the end of 6 months (six months) from the conclusion of the contract. Price adjustments must be announced to the customer at least in text form within a period of 2 months (two months). In the event of a price adjustment, the customer is entitled to terminate the contract at the time the price adjustment is scheduled to take effect.

Section 8 Term, Contract Termination, Cancellation

The minimum contract term for the use of licenses is one year.
If the contract has been concluded for a specific period or if a minimum contract term has been agreed with the customer, the contract shall be extended by the agreed time or by the minimum term, but by no more than one year, if the customer is an entrepreneur and the contract is not terminated with a notice period of 3 months (three months) to the respective end of the specific period, the minimum contract term, or the extended term. If the customer is a consumer, the contractual relationship is tacitly extended for an indefinite period if it is not terminated one month before the end of the term or minimum contract term. A tacitly extended contractual relationship can be terminated at any time with a notice period of one month.
A contractual relationship concluded for an indefinite period can be terminated ordinarily by both parties at any time without giving reasons with a notice period of 3 months (three months).
The right to extraordinary termination for good cause remains unaffected.
Regarding special and/or promotional offers, different notice periods may apply, which the customer will be separately informed of before the contract is concluded. The right to extraordinary termination for good cause remains unaffected. This applies in particular if the customer
is in default with an amount equal to at least one monthly basic fee or
violates these GTC.
on:DesignVibes reserves the right to ordinarily terminate the business relationship if the customer objects to a change to these General Terms and Conditions.
With the exception of contract termination due to extraordinary termination for good cause (see Section 8, item 5 above), unused remuneration will be repaid to the customer proportionally after contract termination. All data will be blocked after termination or expiration of the service period and permanently deleted after 4 weeks.
Cancellations must be made at least in text form to be effective.

Section 9 Liability and Indemnification Clause

Risks regarding the legal admissibility of the activity and the creation of projects by on:DesignVibes are borne by the customer. The customer indemnifies on:DesignVibes against third-party claims if on:DesignVibes has acted at the express request of the customer, even though on:DesignVibes has informed the customer of its concerns regarding the admissibility of measures.
If on:DesignVibes deems an examination regarding industrial property rights by a particularly expert person or institution necessary for services to be performed, the customer shall bear the costs of this examination after prior coordination.
on:DesignVibes is liable in cases of intent or gross negligence on the part of one of its representatives or vicarious agents in accordance with legal provisions. Otherwise, on:DesignVibes is only liable for injury to life, limb, or health, for culpable breach of essential contractual obligations, or in the event of fraudulent concealment of a defect, as well as after the assumption of a guarantee by on:DesignVibes.
If the customer commissions third parties with tasks that belong to the service owed by on:DesignVibes, on:DesignVibes assumes no responsibility for the functionality of its service nor for the fact that third parties can build their own services on any previous services of on:DesignVibes. on:DesignVibes is not obliged to support third parties.
The liability of on:DesignVibes is limited in amount to the damages typical for comparable transactions of this type that were foreseeable at the time the contract was concluded or at the latest when the breach of duty was committed.
The liability of on:DesignVibes for consequential damages resulting from the legal grounds of positive breach of contract is excluded if and to the extent that the liability for the same does not result from a breach of obligations essential for the fulfillment of the contract purpose.
If the customer recognizes a legal violation by third parties or has indications thereof, they are obliged to inform on:DesignVibes immediately. The customer undertakes to indemnify on:DesignVibes against all claims asserted against on:DesignVibes in connection with the use of services of on:DesignVibes by the customer, in particular due to possible violations of third-party rights or legal regulations. In addition, the customer is obliged to pay for all other damages and/or expenses incurred by on:DesignVibes in connection with a breach of contract or illegal use of its services by the customer, in particular through the assertion of claims due to possible violations by third parties. This indemnification clause specifically includes the obligation to indemnify on:DesignVibes against necessary legal defense costs.
The customer is liable for all consequences and disadvantages incurred by on:DesignVibes or third parties through abusive or illegal use of services of on:DesignVibes or because the customer does not fulfill their other obligations.

Section 10 Data Protection

on:DesignVibes collects, processes, and uses personal data of a customer without further consent, insofar as it is necessary for the establishment and processing of the contract as well as for billing purposes. Further information is available online at https://designvibes.de/en/privacy-policy/.
on:DesignVibes expressly points out to the customer that data protection for data transmissions in open networks, such as the internet, cannot be comprehensively guaranteed according to the current state of the art. Other participants on the internet may also be technically able to interfere with network security without authorization and control message traffic. The customer is responsible for the security of the data they transmit via the internet. If the European Union General Data Protection Regulation (GDPR) applies to personal data entered or used by the customer, a separate DPA (Data Processing Agreement) is to be regarded as an associated part of these GTC. In the event of contradictions between the DPA and these GTC, the provisions of the DPA shall prevail. The DPA must always be drawn up in writing or in electronic form.

Section 11 Applicable Law and Jurisdiction

The business relationships between on:DesignVibes and the customer are subject to the law of the Federal Republic of Germany.
The contract language is German.
The place of jurisdiction is the registered office of on:DesignVibes.

Section 12 Final Provisions

The invalidity of individual provisions of these GTC does not affect the validity of the rest of the contract. An invalid clause shall be replaced by supplementary interpretation, if possible, by a provision that comes as close as possible to the original purpose; if this is not successful, the legal provisions shall apply.

Last updated: October 24, 2026