All offers of White Kitchen are expressly directed only to entrepreneurs within the meaning of § 14 BGB and expressly not to consumers within the meaning of § 13 BGB.

 

 

A. Branding, Consulting, PR, Concepts & Interior Design

The following terms and conditions are an integral part of all contracts concluded with Dindinaud-Taccari GbR, Schöneberger Straße 18, 10963 Berlin, hereinafter referred to as "White Kitchen", in the field of branding, concepts & interior design (see in more detail point 2 - subject matter of contract). Any deviating provisions must be in writing in order to be effective. Deviating GTC of the respective contractual partner of White Kitchen, hereinafter referred to as "Client", shall only be deemed agreed if they are expressly and separately acknowledged by White Kitchen in writing. The possible invalidity of individual provisions below shall not affect the validity of the remaining provisions.

1 Conclusion of contract

The offers of White Kitchen are in principle subject to change. Contracts shall in principle be drawn up in writing and shall then be concluded on the terms and conditions set out below. Oral agreements require written confirmation by White Kitchen in order to be effective. Insofar as White Kitchen submits a binding individual offer to the Client, this is accepted by the Client by submitting it to White Kitchen in signed form. Unless otherwise stated, such individual offers by White Kitchen are valid for 30 days from the date of preparation.

Subsequent orders for additional work not included in the previous offer will be invoiced to the Client by White Kitchen in addition to the previously agreed fee. White Kitchen will record a separate contractual agreement with the client in writing or in text form. 

2. Object of the contract

The subject matter of a contract may be Development of and advice on concepts in the food & beverage sector, in the field of interior design for the gastronomy sector, in the field of branding & collateral design, as well as other services of a similar nature. The exact content of the contract is set out in the offer drawn up by White Kitchen and confirmed by the Client. The contract shall be deemed to have been fulfilled when White Kitchen has performed the work apparent from the offer. 

Unless otherwise contractually agreed, White Kitchen is in principle not obliged to surrender to the client files, layouts or source texts created on the computer. If the client wishes computer data to be handed over, this must be agreed separately and remunerated. If White Kitchen has made computer data available to the Client, these may only be modified with the prior written consent of White Kitchen.

3 Termination of the contract

Without prejudice to other rights, either contracting party may terminate the contract by giving written notice to the other contracting party with 30 days' notice from receipt of the letter of termination. Insofar as the Client terminates the contract, White Kitchen shall be entitled to pro rata remuneration for services rendered up to that point, the amount of which shall be determined on the basis of the ratio of the service actually rendered to the service originally agreed under the contract. Furthermore, White Kitchen will in this case be entitled to claim compensation for any further expenses incurred up to the time of the effectiveness of the termination which White Kitchen may have incurred and deemed necessary to achieve the purpose of the contract. Further rights of White Kitchen remain unaffected. In the event of termination of the contract by White Kitchen, White Kitchen's claims for remuneration and reimbursement of expenses shall be governed by the statutory provisions.

4. Obligations of the client

4.1. Cooperation
The elaboration of projects shall be carried out according to the type and scope of the binding information, documents and aids provided in full by the client, which the latter shall make available in good time, in accordance with the contractual requirements, during normal business hours and at his own expense. White Kitchen will only check this information for plausibility and not for content. The customer is solely responsible for the content. The basis for the preparation of projects is the written performance specification which White Kitchen prepares on the basis of the documents and information provided. This performance specification is to be checked by the customer for correctness and completeness and is to be provided with his approval note, if necessary together with his signature under a separate contract. Change requests occurring later or necessary changes due to incorrect or incomplete information may lead to changes in dates and prices. In the event of necessary changes due to incorrect or incomplete information, the solution which comes closest to the originally intended implementation and which White Kitchen deems most reasonable within the framework of the project shall replace the originally intended implementation. Should it become apparent in the course of the work that the execution of the order is actually or legally impossible, White Kitchen will notify the Client thereof without delay. In this case, each party to the contract is entitled to withdraw from the contract. In the event of withdrawal, White Kitchen shall be entitled to charge a pro rata amount of remuneration for services rendered up to that point, the amount of which shall be determined on the basis of the ratio of the service actually rendered to the service originally agreed under the contract. Furthermore, White Kitchen is entitled in this case to demand compensation for any further expenses incurred up to the time of withdrawal which White Kitchen had made and could be deemed necessary to achieve the purpose of the contract.

4.2. Acceptance in the case of contracts for work and services
Acceptance of a service rendered by White Kitchen, including concepts or drafts or any other work, shall be effected by handing over the results of the work - as a rule in file form, if applicable also by online provision - to the Client. The work shall be deemed to have been accepted without objection if the Client does not refuse acceptance in writing or in text form to White Kitchen within 2 weeks after notification of completion and handover or online provision, or asserts rights in respect of defects and in this respect specifies concrete and verifiable defects. The Client is not entitled to refuse acceptance on the basis of merely minor defects. The foregoing provisions shall not affect White Kitchen's obligation to remedy all defects occurring later within the framework of the statutory warranty. Defects which are not obvious or immediately recognisable upon proper inspection must be notified to White Kitchen in writing or in text form without delay, at the latest, however, within 2 weeks after recognition by the customer. In the event of a breach of the duty to inspect and give notice of defects, the work shall be deemed to have been accepted free of defects.

5. Deadlines

A deadline shall not commence before clarification of all details and submission of all documents to be provided by the customer. Unless expressly stated otherwise, the deadlines listed are to be understood as approximate times. Delays in delivery and increases in costs caused by incorrect, incomplete or subsequently changed information or documents not provided by the customer shall be borne by the customer.

6. Force majeure

If and to the extent that White Kitchen is unable to perform the contract due to unforeseen circumstances beyond its own control, e.g. - but not limited to - in the event of strikes or delivery difficulties of third parties, lockdowns, pandemic restrictions, acts of war, or comparable events affecting aspects essential to the performance of the contract, White Kitchen will be released from the obligation to perform the contract for the duration of the continuation of the relevant impediment.

7. Prices and payment

White Kitchen's prices are exclusive of statutory VAT. Unless otherwise agreed, invoices are due immediately and payable at the latest within 10 working days of the invoice date without discount.

7.1. Terms of payment for longer-term contracts
If an order extends over a period longer than 14 days or if it requires financial advance payments, reasonable advance payments shall be made, at White Kitchen's option, 30% of the total remuneration at the time the order is placed, 30% after completion of 50% of the work and 40% after completion.
 7.2. Special services
Insofar as in individual cases contracts for third-party services are concluded in the name and for the account of White Kitchen in order to fulfil the contractual obligations, the Client undertakes to indemnify White Kitchen internally against all liabilities arising from the conclusion of the corresponding contract. This includes in particular the assumption of the costs incurred by White Kitchen in this respect. Expenses for ancillary technical costs such as e.g. special materials, typesetting and printing etc. shall be reimbursed by the client. Travel costs and expenses for journeys to be undertaken in connection with the order and agreed with the customer shall be reimbursed by the latter. The costs shall be invoiced separately according to the respective valid rates.

8. Default of the customer

If the Client is in default of payment, White Kitchen is entitled to demand immediate payment of all claims against the Client. Furthermore, White Kitchen is entitled in this case to charge default interest at a rate of 9 percentage points above the respective base interest rate. If a substantial deterioration in the assets of the Client occurs (e.g. insolvency, insolvency situation), all claims against the Client shall become due immediately.

9. Retention of title & security

9.1. Retention of title
Insofar as goods, works or rights of use are made available to the Client within the framework of an order, they shall remain the property of White Kitchen until full settlement of all claims arising from the contractual relationship. The Client may demand the release of goods, works or rights of use provided to the extent that the value of the goods, works or rights of use exceeds the claim to remuneration of White Kitchen to be secured by more than 20%.

9.2. Seizure
In the event of default in payment or substantial deterioration of the Client's assets, White Kitchen may seize the goods or works made available. The Client hereby permits persons authorised by White Kitchen to collect the goods to enter his premises without prior notice. The exercise of the right of ownership by White Kitchen shall not be deemed to be a withdrawal from the contract unless White Kitchen expressly notifies the Client thereof.

10. Intellectual property and rights of use

All new copyrights and rights of use arising in connection with the execution of the contract shall, unless expressly agreed otherwise, accrue to White Kitchen. In this respect, the Client is granted an irrevocable, non-exclusive right of use to use the materials within the framework provided for in the contract, insofar as White Kitchen's claims for remuneration in this respect have been fulfilled. 

The right of use granted to the Client also extends to its employees, vicarious agents and any subcontractors who come into contact with White Kitchen's performance as intended. Beyond this, however, third parties may use the materials created by White Kitchen only with White Kitchen's express consent given in writing or in text form. 

Pre-existing intellectual property of the Client is not affected by the above provisions. To this extent, the Client grants White Kitchen the irrevocable, sub-licensable, non-exclusive right to use its intellectual property to the extent that it is useful for the performance of the contract. 

White Kitchen is entitled to use copies and other services rendered in connection with the contract for the purpose of self-promotion.

11. Warranty

White Kitchen warrants that the goods and works delivered are in working order and that the services otherwise rendered are fundamentally suitable for the Client, within the framework of the contractually presumed purposes, and comply with the contractual specifications. Insofar as the customer - in particular in matters of design - subsequently provides deviating or additional information or specifications which would lead to a reassessment of the contractual specifications, these are in this respect not notices of defects, but subsequent adjustments which are requested by the customer and are in principle to be remunerated separately (see point 4.1). The warranty period for delivered goods and works is 3 months, unless expressly stated otherwise. In the event of justified notices of defect, White Kitchen shall, at its own discretion, provide a replacement or remedy the defect. If an attempt at rectification fails, the client shall grant White Kitchen a reasonable period of grace of at least 3 weeks for a further attempt at rectification. All warranties and claims for damages are excluded if the Client or third parties have interfered with or modified the contractual services of White Kitchen. Custom-made products or special deliveries explicitly ordered by the customer are excluded from return.

12. Liability

12.1. Claims of the Client for damages due to only simple negligent breaches of duty by White Kitchen, including legal representatives or vicarious agents, are excluded. Excluded from this are claims for damages by the Client arising from injury to life, limb or health or from the breach of essential contractual obligations (cardinal obligations). Material contractual obligations are those whose fulfilment is necessary to achieve the objective of the contract.

12.2. In the event of a breach of material contractual obligations, White Kitchen shall only be liable for the foreseeable damage typical for the contract if such damage was caused by simple negligence, unless it concerns claims for damages by the Client arising from injury to life, body or health.

12.3. The above limitations of claims for damages by the Client shall also apply in favour of the legal representatives and vicarious agents of White Kitchen if claims are asserted directly against them.

13. Confidentiality

The contracting parties undertake not to disclose to third parties any confidential information of the respective other party which they obtain in the course of the contractual cooperation, unless they are legally obliged to do so.

14. Prohibition of assignment and set-off

The Client is not entitled to assign or otherwise transfer its rights or obligations under the contract without the consent of White Kitchen. The Client may not set off any counterclaims other than those that are undisputed or have become res judicata.

15. Jurisdiction

The parties agree with regard to all legal relations arising from this contractual relationship that the law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

 

 

B. Software, Web & Photographic Services

The following terms and conditions are an integral part of all contracts concluded with Dindinaud-Taccari GbR, Schöneberger Straße 18, 10963 Berlin, hereinafter referred to as "White Kitchen", in the area of software, web & photography services (see in more detail point 2 - Subject matter of the contract). Any deviating provisions must be in writing in order to be effective. Deviating GTC of the respective contractual partner of White Kitchen, hereinafter referred to as "Client", shall only be deemed agreed if they are expressly and separately accepted by White Kitchen in writing. The possible invalidity of individual provisions below shall not affect the validity of the remaining provisions.

1. Conclusion of the contract

The offers of White Kitchen are in principle subject to change. Contracts shall in principle be drawn up in writing and shall then be concluded on the terms and conditions set out below. Oral agreements require written confirmation by White Kitchen in order to be effective. White Kitchen reserves the right to deviating deliveries and services, in particular with regard to technical adjustments, even after conclusion of the contract. White Kitchen may make necessary changes in technical or production-related respects even after conclusion of the contract, provided that this does not result in a reduction in the value of the performance received from the customer, the purpose of the contract is not jeopardised and the changes are reasonable for the customer.

Subsequent orders for additional work not included in the previously agreed offer will be invoiced to the Client by White Kitchen in addition to the previously agreed fee. White Kitchen will record a separate contractual agreement with the Client in writing or in text form. 

2. Object of the contract

The subject matter of a contract may be: elaboration and design of websites on the internet and intranet, elaboration and programming of software or software-like programmes, the creation of photos and videos as well as other services of a similar nature. Unless otherwise contractually agreed, White Kitchen is in principle not obliged to surrender to the Client files, layouts or source texts created on the computer. If the client wishes computer data to be handed over, this must be agreed separately and remunerated. If White Kitchen has made computer data available to the Client, these may only be modified with the prior written consent of White Kitchen.

3. Obligations of the client

3.1. Cooperation
The elaboration of projects shall be carried out according to the type and scope of the binding information, documents and aids provided in full by the Client, which the Client shall make available in good time, in accordance with the contractual requirements, during normal business hours, and at its own expense. White Kitchen will only check this information for plausibility and not for content. The customer is solely responsible for the content. The basis for the preparation of projects is the written performance specification which White Kitchen prepares on the basis of the documents and information provided. This performance specification is to be checked by the customer for correctness and completeness and is to be provided with his approval note, if necessary together with his signature under a separate contract. Change requests occurring later or necessary changes due to incorrect or incomplete information may lead to changes in dates and prices. In the event of necessary changes due to incorrect or incomplete information, the solution which comes closest to the originally intended implementation and which White Kitchen deems most reasonable within the framework of the project shall replace the originally intended implementation. Should it become apparent in the course of the work that the execution of the order is actually or legally impossible, White Kitchen will notify the Client thereof without delay. In this case, each party to the contract is entitled to withdraw from the contract. In the event of withdrawal, White Kitchen shall be entitled to invoice a pro rata amount of remuneration for services rendered up to that point, the amount of which shall be determined on the basis of the ratio of the service actually rendered to the service originally agreed under the contract. Furthermore, White Kitchen shall in this case be entitled to demand compensation for any further expenses incurred up to the time of withdrawal which White Kitchen had incurred and which could be considered necessary for the achievement of the purpose of the contract.

3.2. Acceptance in the case of contracts for work and services
Acceptance of a website, of software created, including web-based software or of any other work, shall be effected by handing over the website or software on a data carrier or by placing it online on a server provided by the Client for this purpose, otherwise by other handover. The work shall be deemed to have been accepted without objection if the Client does not refuse acceptance in writing or in text form to White Kitchen within 2 weeks of notification of completion and handover or online placement, or asserts rights in respect of defects and in this respect specifies concrete and verifiable defects. The Client is not entitled to refuse acceptance on the basis of merely minor defects. The foregoing provisions shall not affect White Kitchen's obligation to remedy all defects occurring later within the framework of the statutory warranty. Defects which are not obvious or immediately recognisable upon proper inspection must be notified to White Kitchen in writing or in text form without delay, at the latest, however, within 2 weeks after recognition by the customer. In the event of a breach of the duty to inspect and give notice of defects, the work shall be deemed to have been accepted free of defects.

4. Deadlines

A deadline shall not commence before clarification of all details and submission of all documents to be provided by the customer. Unless expressly stated otherwise, the deadlines listed are to be understood as approximate times. Delays in delivery and increases in costs caused by incorrect, incomplete or subsequently changed information or documents not provided by the customer shall be borne by the customer.

5. Force majeure

If and to the extent that White Kitchen is unable to perform the contract due to unforeseen circumstances beyond its own control, e.g. - but not limited to - in the event of strikes or delivery difficulties of third parties, lockdowns, pandemic restrictions, acts of war, or comparable events affecting aspects essential to the performance of the contract, White Kitchen will be released from the obligation to perform the contract for the duration of the continuation of the relevant impediment.

6. Prices and payment

The prices of White Kitchen are exclusive of statutory VAT. Unless otherwise agreed, invoices are due immediately and payable at the latest within 10 working days of the invoice date without discount.

6.1. Terms of payment for longer-term contracts
If an order extends over a period longer than 14 days or if it requires financial advance performance, reasonable advance payments shall be made, at White Kitchen's option, 30% of the total remuneration at the time the order is placed, 30% after completion of 50% of the work and 40% after completion.
 
6.2. Special services
Insofar as in individual cases contracts for outside services are concluded in the name and for the account of White Kitchen in order to fulfil the contractual obligations, the Client undertakes to indemnify White Kitchen internally against all liabilities arising from the conclusion of the corresponding contract. This includes in particular the assumption of the costs incurred by White Kitchen in this respect. Expenses for ancillary technical costs such as e.g. special materials, typesetting and printing etc. shall be reimbursed by the client. Travel costs and expenses for journeys to be undertaken in connection with the order and agreed with the customer shall be reimbursed by the latter. The costs shall be invoiced separately according to the respective valid rates.

7. Default of the client

If the Client is in default of payment, White Kitchen is entitled to demand immediate payment of all claims against the Client. Furthermore, White Kitchen is entitled in this case to charge default interest at a rate of 9 percentage points above the respective base interest rate. If a substantial deterioration in the assets of the Client occurs (e.g. insolvency, insolvency situation), all claims against the Client shall become due immediately.

8. Intellectual property and rights of use in general

All new copyrights and rights of use arising in connection with the execution of the contract shall, unless expressly agreed otherwise, accrue to White Kitchen. In this respect, the Client is granted an irrevocable, non-exclusive right of use to use the materials within the framework provided for in the contract, insofar as White Kitchen's claims for remuneration in this respect have been fulfilled.

The right of use granted to the Client also extends to its employees, vicarious agents and any subcontractors who come into contact with White Kitchen's performance as intended. Beyond this, however, third parties may use the materials created by White Kitchen only with White Kitchen's express consent given in writing or in text form. 

Pre-existing intellectual property of the Client is not affected by the above provisions. To this extent, the Client grants White Kitchen the irrevocable, sub-licensable, non-exclusive right to use its intellectual property to the extent that it is expedient for the performance of the contract.

9. Copyright and rights of use to the contractual results, compensation for damages in the event of failure to name the author

9.1. For the creation of software & websites
The developed software or website, as well as all drafts and final artwork, are subject to copyright. White Kitchen grants the Client the rights of use and exploitation of the final version associated with the software or the website created and its individual parts and elements (software, texts) in the form of a simple right of use insofar as this is necessary for the use provided for in the contract. Excluded from the transfer of rights is in particular the right to modify the images or videos created by White Kitchen or to use them for purposes other than their integration on the website or software created for the Client. The Client is only entitled to either place these images or videos elsewhere on the Website or in the presentation of the Software or to delete them. White Kitchen is neither obliged to grant the rights to intermediate or partial results, concepts, drafts or other work results which have not become part of the final version of the website, nor is White Kitchen obliged to hand over the source code. If the Client wishes an unrestricted right of use and exploitation of images or videos, the granting of exclusive rights of use or the surrender of the source code, a separate agreement must be concluded with White Kitchen in this respect. All rights of name, title and trademark arising in the website or in the software or its individual parts or through use on the website belong to the customer.

If the delivered programmes are in whole or in part third-party software, the contractual provisions of the third-party provider shall apply at the same time. The customer undertakes to observe the corresponding property rights. If a third party asserts industrial property rights of which White Kitchen was neither aware nor should have been aware, White Kitchen shall not be liable to the Client in this respect.

9.2. For the creation of images & videos
The images and videos created are subject to copyright. White Kitchen grants the Client the rights of use and exploitation of the final version in the form of a simple right of use insofar as this is necessary for the use provided for in the contract. In particular, the right to modify the images or videos created by White Kitchen is excluded from the transfer of rights.
Unless expressly stated otherwise to the Client, White Kitchen is to be indicated as the author in a suitable place - as a rule in the immediate vicinity of the material used, e.g. in a caption - when images and videos are used. In the event of infringement of the aforementioned right of attribution, White Kitchen is entitled to claim damages from the Client in this respect. Further rights of White Kitchen remain unaffected. Without proof of greater damage, the damages shall amount to a lump sum of € 500.00 for each image or video used without sufficient proof of copyright. The right of White Kitchen to claim higher damages upon proof remains unaffected. Likewise, the Client shall be at liberty to prove a lesser damage. The payment of damages does not entitle the client to future use without indication of the copyright. 
White Kitchen is entitled to use copies and other services rendered in connection with the contract for the purpose of self-promotion.

10. Warranty

White Kitchen warrants that the products delivered are in working order and that the services otherwise rendered are fundamentally suitable for the Client, within the scope of the contractually presumed purposes, and comply with the contractual specifications. Performance limitations and defects based on the hardware and software configuration used by the customer fall within the customer's sphere of risk. Insofar as the customer - in particular in design matters - subsequently provides deviating or additional information or specifications which would lead to a reassessment of the contractual specifications, these are not notices of defects in this respect, but rather subsequent adjustments which are requested by the customer and which are in principle to be remunerated separately (see point 3.1). The warranty period is 3 months, unless expressly stated otherwise. In the event of justified notices of defect, White Kitchen shall, at its own discretion, provide a replacement or remedy the defect. If an attempt at rectification fails, the Client shall grant White Kitchen a reasonable grace period of at least 3 weeks for a further attempt at rectification. All warranties and claims for damages are excluded if the Client or third parties have interfered with or modified the contractual services of White Kitchen. Custom-made products or special deliveries explicitly ordered by the customer are excluded from return.

11. Liability

11.1. Claims of the Client for damages due to only simple negligent breaches of duty by White Kitchen, including legal representatives or vicarious agents, are excluded. Excluded from this are claims for damages by the Client arising from injury to life, limb or health or from the breach of essential contractual obligations (cardinal obligations). Material contractual obligations are those whose fulfilment is necessary to achieve the objective of the contract.
11.2. In the event of a breach of material contractual obligations, White Kitchen shall be liable only for the foreseeable damage typical of the contract if such damage was caused by simple negligence, unless the Customer's claims for damages arise from injury to life, body or health.
11.3. The above limitations of the Client's claims for damages shall also apply in favour of the legal representatives and vicarious agents of White Kitchen if claims are asserted directly against them.

12. Confidentiality

The contracting parties undertake not to disclose to third parties any confidential information of the respective other party which they obtain in the course of the contractual cooperation, unless they are legally obliged to do so.

13. Prohibition of assignment and set-off

The Client is not entitled to assign or otherwise transfer its rights or obligations under the contract without the consent of White Kitchen. The Client may not set off any counterclaims other than those that are undisputed or have become res judicata.

14. Jurisdiction

The parties agree with regard to all legal relations arising from this contractual relationship that the law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

***