We work well with our clients because our relationships are based on honesty and trust, but all work needs guidance in the form of terms and conditions. Here are ours, drafted by a lawyer of course, but still in fairly straight-forward English.
Please do read them – it’s important that you know what we charge for and why we charge it, why certain copyright files are not released by us and also what charges you might incur for late payment, additional work or copyright releases.
If you have any questions, please do ask immediately.
The following Terms and Conditions of Service apply to all products and services provided by AYLAB and in the event of any dispute are governed by the laws of Hamburg, Germany.
All work is carried out by AYLAB on the understanding that the client has agreed to our terms and conditions.
Copyright is retained by AYLAB on all design work including words, pictures, ideas, visuals and illustrations unless specifically released in writing and after all costs have been settled.
If a choice of designs is presented and one is chosen for your project, only that solution is deemed to be given by us as fulfilling the contract. All other designs remain the property of AYLAB, unless specifically agreed in writing.
At the time of proposal, AYLAB will provide the customer with a written estimate or quotation by email. These Terms and Conditions can be read at any time on the website under www.aylab.de/terms-and-conditions
A copy of this document is to be signed and dated by the client (upon first collaboration) to indicate acceptance and should be returned to AYLAB.
Alternatively, the client may send an official purchase order in reply to the estimate or quotation which binds the client to accept our terms and conditions, or an email acknowledging acceptance of the quotation.
For the avoidance of doubt, the AYLAB Terms & Conditions are what govern the job, any conditions on the customer’s purchase order are an add-on to this reference.
Based on the tasks required, AYLAB will suggest the most beneficial model corresponding with the project. The client has no obligation to the suggestion, and is free to select any of the three options stated below. The selection will be stated in the estimate or quotation that is provided to the customer. Should the customer decide, post quotation agreement, to reposition the project into a different model, a new estimate will be created, and the initial one will be cancelled. See Cancellation terms in Section 20.
Project Management Fee | A percentage of the total quotation applies to projects that fall under Models I & II. This includes the on-boarding fee and all future management required for the project. Unless stated otherwise, there will be no additional hourly charges for meetings and/or administrative planning.
Pay As You Go | This payment model is recommended for specific tasks which fall under a determined timeline.
The selected tasks (from AYLAB catalogue) will be summed up as-is. A seven (7) percent project management fee will be applied to the total, per order. Selection of Model I grants access to AYLAB during working hours and weekends1. Any orders within this model are accompanied by two (2) revision rounds2 per task.
Cell Bank | This payment model is recommended for non-specific tasks which fall under a determined timeline.
A purchase of units (Cells, ◊, as AYLAB calls them) is banked with AYLAB for a duration of up to twelve (12) months commencing from the date of purchase. A minimum of one hundred and twenty Cells (120 ◊) is required to initiate this model. A five (5) percent project management fee will be applied to the total as a one-time charge. Any catalogue-tasks within the allocated timeframe will not be subject to additional project management fees unless stated otherwise. If the client wants to extend his/her cell bank, the total in the bank should amount to no less than ten thousand Euros (10.000,00 €); with the same above-mentioned fees applying to any new Cell-Purchases.
Selection of Model II grants priority access to AYLAB during working hours. Any orders within this model are accompanied by four (4) revision rounds per task. Additionally, a discount of five (5) percent will be applied to the total due.
Subscription | This payment model is recommended for repeated monthly tasks with a determined objective.
A subscription agreement consists of a selection of tasks amounting to no-less-than three thousand six hundred Euros (3.600,00 €) repeated over a minimum of six (6) months. The Project Management Fee is waived with this model. Any catalogue-tasks within the allocated timeframe will not be subject to any project management fees unless stated otherwise. A project manager will be dedicated to this specific objective; where AYLAB holds the right to the select the most fitting candidate; upon agreement with the client, AYLAB may outsource the employee. Extensions to existing subscriptions are possible for a shorter contractual agreement of three (3) additional months with the same above-mentioned fees applying to any new payments. Selection of Model III grants priority access to AYLAB during working hours. Any orders within this model are accompanied by unlimited revision rounds3 per task. Additionally, a discount of ten (10) percent will be applied to the total due.
1 Any work required of AYLAB during non-working hours will be subject to expedited charges.
2 See Section 10 for changes covered by revision rounds.
Charges for design services to be provided by AYLAB will be set out in the written estimate or quotation that is provided to the customer. At the time of the customer’s signed acceptance of this estimate or quotation, indicating acceptance of the Terms & Conditions, a non-refundable payment of fifty (50) percent of the quoted fee will become immediately due3. Please note, all prices indicated are excluding German VAT charges. Unless states otherwise, the standard 19% VAT applies to all payments.
Pay As You Go | Unless agreed otherwise with the Client, all design services falling under the Pay As You Go model require an advance payment of a minimum of sixty (60) percent of the project quotation total before the work commences or is supplied to the Client for review. The remaining forty (40) percent of the project quotation total will be due upon completion of the work prior to the server upload or release of materials.
Cell Bank | Unless agreed otherwise with the Client, any investment into a Cell Bank Model requires an advance payment of the total project quotation before the work commences or is supplied to the Client for review.
Subscription | Unless agreed otherwise with the Client, advanced monthly instalments are required for the duration of the agreement, which is a minimum of six (6) months. For example, if a project starts in February, the first payment is due in the beginning of February, March, April, May, June and July. The Client is free to extend the duration past six (6) months without alterations for an additional time of a minimum of three (3) months.
3 Dissatisfaction Workarounds: additional feedback round(s) | extension to time frame | non-monetary compensation.
Any tasks requiring expedited deliveries are subject to additional charges based on the payment model. Expedited deliveries are any tasks requested with a faster delivery period than suggested by AYLAB or any work required outside of AYLAB working hours.
Pay As You Go | A twenty (20) percent surplus of the gross total will be charged. The payment is due based on the terms corresponding to the Pay As You Go Model.
Cell Bank | A fifteen (15) percent surplus of the gross total will be charged. The payment is due based on the terms corresponding to the Cell Bank Model.
Subscription | A ten (10) percent surplus of the gross total will be charged. The payment is due based on the terms corresponding to the Subscription Model
We will supply proofs and PDF files as appropriate for printing, or other graphic files as detailed in the job scope or request.
Charges for design work do not cover the release of our copyright design source files, including but not restricted to indd, psd, AI, png, fla or other source files or raw code; if the Client requires these files for transfer to an in-house or other designer, they will be subject to a separate quotation or ‘buy-out’ charge.
Charges for any additional services requested during the project that are over and above the estimated service or out of scope, will become fully payable (100% of the quoted amount) at the time of estimate or quotation acceptance.
The customer will be provided with an Approval Form or Proof Email, and an Invoice prior to final publication (or according to the payment model stated in Section 3). At this time the remainder of the amount due will become payable.
Any invoice queries must be submitted by email within 7 days of the invoice date.
Accounts which remain outstanding for 30 days after the date of invoice, will incur late payment interest charge at the Hamburger Sparkasse Bank Base Rate plus an eight (8) percent charge on the outstanding amount from the date due until the date of payment on a biweekly basis.
Payments may be made by online transfer, credit card (Visa, Mastercard) or Debit Card.
Payments made by cheque must be previously agreed and may be subject to an administration charge. Cheques should not be sent in regular mail unless sent recorded delivery.
Publication and/or release of work done by AYLAB on behalf of the client, may not take place before cleared funds have been received.
Returned cheques will incur an additional fee of €100 per returned cheque. AYLAB reserves the right to consider an account to be in default in the event of a returned cheque.
An account shall be considered default if it remains unpaid for 60 days from the date of invoice, or following a returned cheque. AYLAB shall be entitled to remove AYLAB and/or the customer’s material from any and all computer systems, until the amount due has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to, hosting, domain registration, search engine submission, design and maintenance, sub-contractors, printers, photographers and libraries.
Removal of such materials does not relieve the customer of its obligation to pay the due amount.
Customers whose accounts become default agree to pay all AYLAB's reasonable legal and accounting expenses and third party collection agency fees in the enforcement of the debt and these Terms and Conditions.
By supplying text, images and other data to AYLAB for inclusion in the customer’s website or other medium, the customer declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the customer, or rightful copyright or trademark owner.
Any artwork, images, or text supplied and/or designed by AYLAB on behalf of the customer, will remain the property of AYLAB and/or its suppliers unless otherwise agreed in writing. A licence for use of the copyright material is granted to the customer solely for the project defined in the scope or request and not for any other purpose.
The customer may request in writing from AYLAB, the necessary permission to use materials (for which AYLAB holds the copyright) in forms other than for which it was originally supplied, and AYLAB may, at its discretion, grant this and may charge for the additional usage. Such permission must be obtained in writing before any of the aforesaid artwork, images, text, or other data is used.
Any software, code, plugin or other third party material used in a web or digital project remains the property of the creator and any ongoing licence fees or fees for upgrades are the responsibility of the client, not AYLAB.
By supplying images, text, or any other data to AYLAB, the customer grants AYLAB permission to use this material freely in the pursuit of the design.
Should AYLAB, or the customer supply an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the customer will agree to allow AYLAB to remove and/or replace the file on the site.
The customer agrees to fully indemnify and hold AYLAB free from harm in any and all claims resulting from the customer in not having obtained all the required copyright, and/or any other necessary permissions.
The customer agrees that changes required over and above the estimated work, or in addition to the agreed scope, or where the client makes changes to the supplied copy or changes required to be carried out after acceptance of the draft design, will be liable to a separate charge.
The customer also agrees that AYLAB holds no responsibility for any amendments made by any third party, before or after a design is published.
Revision Rounds | Once a design draft is presented, the client agrees to provide any feedback with minor changes within seven (7) days. After all comments, ideas and questions are consolidated, AYLAB provides a new version addressing those changes. That is the end of one revision round.
Minor changes include and are not limited to color changes, text changes, light lyric timing changes, font face changes, image swaps, opening/ending text changes, etc.
Major changes include and are not limited to animation changes, multiple lyric timing, concept changes, audio swaps (requires additional reviews for correct timing), adding more elements, etc.
General Charges | AYLAB reserves the right to ask for additional fees for major changes as they are not included in the agreed quotation. If the client is unsure of what constitutes ‘minor changes’, it is his/her responsibility to clarify with AYLAB beforehand. Unless otherwise agreed upon, the Client shall pay additional charges for changes requested which are outside the scope of the services on a time and materials basis, at AYLAB standard hourly rate of per additional hour. The rate is calculated based on the category the asset falls under:
- A Physical World: between 30 € and 90 € per hour
- A Digital World: between 60 € and 120 € per hour
- Story-telling: between 90 € and 150 € per hour
Such charges shall be in addition to all other amounts payable under the quotation, despite any maximum budget, contract price or final price identified therein. AYLAB may extend or modify any delivery schedule or deadlines initially agreed upon as may be required by such Changes.
Substantial Changes | If the Client requests or instructs changes that amount to a revision in or near excess of sixty (60) percent of the time required to produce the deliverables, and or the value or scope of the services, AYLAB is entitled to submit a new and separate quotation to the Client for written approval. Work shall not begin on the revised services until a fully signed revised proposal and, if required, any additional retainer fees are received by AYLAB.
Any design, copywriting, drawing, idea or code created for the customer by AYLAB, or any of its contractors, is licensed for use by the client on a one-time only basis and may not be modified, re-used, or re-distributed in any way or form without the express written consent of AYLAB and any of its relevant sub-contractors.
All design work – where there is a risk that another party make a claim, should be registered by the client with the appropriate authorities prior to publishing or first use or searches and legal advice sought as to its use.
AYLAB will not be held responsible for any and all damages resulting from such claims.
AYLAB is not responsible for any loss, or consequential loss, non-delivery of products or services, of whatever cause. The customer agrees not to hold AYLAB responsible for any such loss or damage.
Any claim against AYLAB shall be limited to the relevant fee(s) paid by the customer.
The client agrees to AYLAB's definition of acceptable means of supplying data to the company.
Text is to be supplied to AYLAB in electronic format as standard text (.txt), MS Word (.docx) or via e-mail / FTP or shared folder.
Images which are supplied in an electronic format are to be provided in a format as prescribed by AYLAB via e-mail / FTP. Images must be of a quality suitable for use without any subsequent image processing, and AYLAB will not be held responsible for any image quality which the client later deems to be unacceptable.
AYLAB cannot be held responsible for the quality of any images which the client wishes to be scanned from printed materials.
Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services, colour correction and alteration of images.
Any indication given by AYLAB of a design project’s duration is to be considered by the customer to be an estimation. AYLAB cannot be held responsible for any project over-runs, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds are received by AYLAB for the initial payment or by date confirmed in writing by AYLAB.
The client agrees to allow AYLAB all necessary access to computer systems and other locations, as required, in order to complete a website project and until all due funds are cleared, including the necessary read/write permissions, usernames and passwords.
The customer also agrees to grant AYLAB access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with these Terms and Conditions.
The customer agrees to supply AYLAB with all necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner.
AYLAB considers the design project complete upon receipt of the customer’s signed Approval form or signoff email. Other services such as printing, display panel production, film-work, website uploading, publishing etc either contracted on the client’s behalf constitute a separate project and can be treated as a separate charge.
AYLAB requires that a template is approved by the customer before coding of a site commences. Once the template(s) for the web site are approved by the customer, coding will commence; any changes to navigation items, colours, structure or content that require changes to the template will incur an additional charge.
Once web design is complete, AYLAB will provide the customer with the opportunity to review the resulting work. AYLAB will make one set of minor changes at no extra cost within 14 days of the start of the review period. Minor changes include small textual changes and small adjustments to placement of items on the page. It does not include changes to images, colour schemes or any navigation features. Any minor changes can be notified to AYLAB by e-mail.
AYLAB will consider that the client has accepted the original draft, if no notification of changes is received in writing from the customer, within 14 days of the start of the review period.
Hosting Websites | AYLAB offers a limited hosting services through an out-sourced virtual server. AYLAB does not guarantee continuous service and will accept no liability for loss of service, whatever the cause.
AYLAB may request that clients change the type of hosting account used if that account is deemed by AYLAB to be unacceptable because of poor service, lack of bandwidth or in any other way insufficient to support the website. Fees for hosting through AYLAB's virtual server are due at the commencement of any period of service and are non-refundable.
Fees due to third party hosting organisations are the responsibility of the client and AYLAB is not liable for their payment, nor for the renewal of domain names, which are the sole responsibility of the customer / domain owner.
Domain Registration | AYLAB cannot guarantee the availability of any domain name. Where AYLAB is to register a domain name on behalf of a client it will endeavour to do so but the client should not assume a successful registration.
Search Engine Submission | Due to the infinite number of considerations that search engines use when determining a site’s ranking, AYLAB cannot guarantee any particular placement. Acceptance by any search engine cannot be guaranteed and when a site is accepted, the time it takes to appear in search results varies from one search engine to another. Rankings will also vary as new sites are added. AYLAB recommends that customers use a professional SEO company for that decision, and are happy to provide details of such companies, but accept no responsibility for their services.
The customer agrees to allow AYLAB to place a small credit on printed material exhibition displays, advertisements and/or a link to AYLAB own website on the customer’s website. This will usually be in the form of a small logo or line of text placed towards the bottom of the page. The customer also agrees to allow AYLAB to place websites and other designs, along with a link to the client’s site on AYLAB's own website for demonstration purposes and to use any designs in its own publicity and portfolios.
AYLAB will not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. AYLAB also reserves the right to refuse including submitted material without giving reason. In the situation where any images and/or data that AYLAB does include in all good faith, and subsequently discovers is in contravention to such Terms and Conditions, the customer is obliged to allow AYLAB to remove the contravention without hindrance, or penalty. AYLAB is to be held in no way responsible for any such data being included.
Cancellation of orders may be made initially by telephone contact, or e-mail, however, following this, AYLAB will need formal notification in writing to the company’s postal address. Please note: any cancellation which is not formally confirmed in writing and received by AYLAB within 14 days of such instruction being issued, will be liable for the full quoted cost of the project.
Pay As You Go | The client will be invoiced for all work completed over and above the non-refundable deposit that will have been made at the time of first ordering as well as the percentage allocated to the project management fee. The balance of monies due must be paid within 30 days unless agreed otherwise.
Cell Bank | As the investment into a Cell Bank Model requires an advance payment of the total project quotation, a refund can be issued for seventy (70) percent of the remainder of the cell value at the time of refund. The remainder excludes the fifty (50) percent non-refundable immediate fee2 as well as the percentage allocated to the project management fee. AYLAB is responsible to initiate the refund within 30 days of the final client/studio agreement.
Subscription | Cancellation of the subscription prior to six (6) months is subject to a partial fee of forty (40) percent of the remaining sum. The remainder excludes the fifty (50) percent non-refundable immediate fee2 as well as the percentage allocated to the project management fee.
AYLAB makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. AYLAB will not be held responsible for any and all damages resulting from products and/or services it supplies. AYLAB is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure. The customer agrees not to hold AYLAB responsible for any such loss or damage. Any claim against AYLAB shall be limited to the relevant fee(s) paid by the customer.
AYLAB reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions. AYLAB will not knowingly perform any actions to contravene these and the client also agrees to be so bound.
AYLAB and its clients agree to comply with Printers Terms and Conditions which include disclaimers for non-completion on time and the flexibility to supply quantities within 10% of the total ordered. AYLAB recommends that if an exact quantity is required, then 10% extra is added to the quantity and extra time made available should the job be delayed.
These Terms and Conditions supersede any previous Terms and Conditions distributed in any form. AYLAB reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.
The placement of an order for design and/or any other services offered by AYLAB, by email, orally or in writing, is deemed to be acceptance of these terms and conditions, which are freely available at www.aylab.de.
An estimate validated by the customer’s signature on the estimate or quotation form, or by email, constitutes acceptance of the estimate or quotation and agreement to comply fully with all the Terms and Conditions and forms a Contract for Business between the signatory and AYLAB.
For more information, get in touch at info@aylab.de