Terms
Terms and conditions of Ucha Studio, owner Toochukwu Moses Amadi-Williams, Kölner Landstr. 410, 40589 Düsseldorf, Germany.
As of September 2026. This is a translation for convenience. In case of doubt the German version applies.
1. Scope
These terms apply to all contracts for design, development, film and photography between us and our clients.
We work for businesses and public bodies within the meaning of §310 (1) of the German Civil Code. They do not apply to consumers; contracts with consumers are made individually and in writing.
Terms of the client that differ from these do not become part of the contract, even if we do not expressly object to them.
2. Offer and conclusion of contract
Our offers are without obligation. A contract comes into being when we confirm an order in writing or by email, or when we begin work.
The scope of the work follows from the offer. What is not in the offer is not owed.
3. What we need from the client
We depend on input: texts, images, logos, access credentials, a contact person and decisions. The client provides these in good time, in full and in a usable form.
The client warrants that they hold the necessary rights to everything they pass to us. If that turns out to be untrue, they indemnify us against third-party claims, including reasonable costs of legal defence.
If input is delayed, agreed dates move accordingly.
4. Dates
Dates are binding only where we have expressly agreed them as binding. Otherwise they are planning values.
Events outside our control extend the deadline by the duration of the hindrance.
5. Changes and additional work
Up to two rounds of revisions per part of the work are included in the agreed fee, unless agreed otherwise.
Changes beyond that, a change of direction after approval, or additional formats are charged by time spent. We say so before the extra work begins.
6. Acceptance
Work is deemed accepted when the client approves it or puts it to use.
If the client does not report defects within fourteen days of handover, the work is deemed accepted.
7. Fees and payment
The prices in the offer apply. We do not charge VAT.
For projects above 2,000 euros, 50 per cent is due on commissioning and the remainder on handover. Invoices are payable within fourteen days without deduction.
Travel, licences for fonts, images and music, and third-party costs are billed separately, after prior agreement.
8. Rights of use
On full payment the client receives the rights needed for the agreed purpose: unlimited in time and territory, for the media named in the offer.
Before full payment the work may not be used.
Unless expressly agreed, the following are not transferred: the right to modify the work, the right to pass it to third parties, use in media other than those agreed, and the rights in drafts that were not carried out.
Open files and source code are handed over where that is agreed. For websites: the client receives the repository, and the accounts are registered in their name.
Third-party fonts, images and music are licensed by the client, or we obtain the licence for them and bill it on. The provider's licence terms apply directly between the provider and the client.
9. Credit and reference
We may name and show the work we did for the client as a reference, on our website, in portfolios and on social platforms, naming the client and their brand.
The client may object in writing for individual projects, for example during an embargo before launch.
10. Defects
Where work is defective, we put it right. If that fails twice, the client may reduce the fee or withdraw from the contract.
A difference in design opinion is not a defect. What has been approved is deemed to conform to the contract.
Claims for defects become time-barred one year after acceptance. This does not apply to injury to life, body or health, to intent and gross negligence, or in the cases of §438 (1) no. 2 and §634a (1) no. 2 of the German Civil Code.
11. Liability
We are liable without limitation for intent and gross negligence, for injury to life, body or health, and under the German Product Liability Act.
For simple negligence we are liable only for breach of a material contractual obligation, meaning an obligation whose fulfilment makes proper performance of the contract possible in the first place and on whose observance the client may regularly rely. In that case liability is limited to the damage typical for this kind of contract and foreseeable at its conclusion, and at most to the value of the order.
Any further liability is excluded. For loss of profit, savings not realised and indirect damage we are not liable in cases of simple negligence.
We do not check whether the work is permissible under competition, trade mark, name or designation law. That check is for the client; on request we will name a law firm.
The client backs up their own data and content. For loss of data we are liable only up to the effort that would have been required to restore it had it been backed up properly.
These limitations also apply in favour of our employees, freelancers and other agents.
12. Third-party services
We may engage freelancers and service providers. We choose them; we remain the client's point of contact.
Contracts for ongoing third-party services, such as hosting, domains or licences, are concluded by the client in their own name, unless agreed otherwise.
13. Confidentiality
Both sides treat the other side's documents, figures and information as confidential and use them only for the project. This continues after the contract ends.
Excepted is information that is public, or becomes public without a breach of this obligation.
14. Data protection
Where we process personal data on the client's behalf, we conclude a data processing agreement under Art. 28 GDPR beforehand.
Otherwise our privacy policy applies.
15. Term and termination
Contracts for ongoing services concluded for an indefinite period may be terminated by either side with one month's notice to the end of a month.
The right to terminate for good cause remains unaffected. If the client terminates a contract for work early, we invoice the work performed up to that point.
Notice must be given in text form.
16. Final provisions
The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
Place of jurisdiction for all disputes is Düsseldorf, provided the client is a merchant, a legal person under public law or a special fund under public law.
Amendments and additions must be made in text form. If a provision is invalid, the rest of the contract remains in force.