General terms and conditions

Germany

The term “website” in these GTC includes all forms of websites, such as online stores.

The Provider shall be entitled to subcontract the necessary services in its own name and for its own account to subcontractors, who in turn may also use subcontractors. The provider remains the sole contractual partner of the customer. The Provider shall not use subcontractors if it is apparent to the Provider that their use would be contrary to the legitimate interests of the Customer.

The customer is obliged to name a contact person to the provider who accompanies the order and is authorized to make legally binding declarations of intent. The provider shall also name such a contact person to the customer.

If the conclusion of a data processing agreement (DPA) pursuant to Art. 28 GDPR is required for individual services, both contracting parties undertake to conclude such an agreement before commencing the provision of the services in question. The AV contract must always be provided by the provider.

The provider is entitled to regularly adjust its prices to the extent that its own costs for the provision of the service increase. Customers with existing contracts will be notified of the price adjustment by e-mail at least one month before the change comes into effect. If the customer does not object within the deadline set in the notification of change, this shall be deemed to be consent. The notification of the intended price adjustment shall refer to the deadline and the consequences of an objection or failure to object. If the customer objects to the price adjustment, his contract will be terminated for cause on the date on which the price adjustment comes into effect.

Contract term for continuing obligations

Subject to deviating provisions within and outside these GTC, continuing obligations (e.g. maintenance contracts) have a minimum term of 12 months. The notice period is 1 month. If the contract is not terminated on time at the end of the term, it is automatically extended for a further 12 months.

The right to extraordinary termination for good cause remains unaffected.

Services for websites

Creation of websites using agile methods

The object of contracts concluded between the provider and the customer for the creation of websites is generally the development of new websites or the expansion of existing websites (e.g. integration of new interfaces) in compliance with the customer’s technical and / or design specifications. Contracts concluded between the provider and the customer for the creation of websites are contracts for work within the meaning of §§ 631 ff. BGB (GERMAN CIVIL CODE).

The examination or procurement of rights, the procurement of tools (e.g. statistics) or certificates (e.g. SSL / TLS) or the provision of source codes, development, application or other additional documentation shall only be provided by the provider if this has been expressly agreed in an individual contract.

After completion of the website, the provider will ask the customer to accept the website.

If the provider and the customer have not agreed any additional maintenance and care services, the customer alone is responsible for the technical maintenance and up-to-dateness of the website after acceptance. The provider is not liable to the customer for any security gaps that are exploited by third parties for illegal purposes through the use of outdated software (hacking).

Creation of websites using specifications and functional specifications

In addition to the agreements concluded between the provider and the customer in individual contracts, the scope of the services to be provided by the provider shall be determined by a detailed specification drawn up by the customer. The provider shall check to the best of its knowledge and belief whether the customer’s ideas described in the specifications are complete, clear, feasible and free of contradictions. However, the provider will not carry out a legal review of the customer’s wishes. If the provider recognizes that the specifications contained in the specification sheet are not suitable for the creation of a website, the provider shall inform the customer of this immediately and submit a corresponding proposal for a supplement and/or adaptation of the specification sheet. In this case, the customer shall comment in writing on the provider’s proposals regarding the specifications within a reasonable period of time and finally confirm the contents of the specifications to the provider in writing. If the provider and the customer agree on the specifications, their contents shall become part of the contract.

On the basis of the specifications, the provider draws up a functional specification, which describes in particular the technical and / or design implementation of the requirements contained in the specifications. After its completion, the provider submits the specifications to the customer for acceptance. The customer shall be entitled to reject the specifications drawn up by the provider and to communicate requests for changes or adjustments. In this respect, the provider undertakes to submit a maximum of two alternative proposals, taking into account the customer’s wishes. If the customer ultimately does not agree with the provider’s final proposal, he may terminate the contractual relationship without notice or withdraw from the contract, insofar as this is legally possible. In this case, the fees and / or expenses incurred by the provider in connection with the preparation of the specifications and / or functional specifications shall be appropriately remunerated or reimbursed by the customer. If the specifications are accepted by the customer, the services described therein shall be deemed to have been finally agreed between the provider and the customer. Any deviations from the contents of the specifications accepted by the customer require individual written agreements between the provider and the customer.

After acceptance of the specifications by the customer, the provider shall create the website in accordance with the agreed specifications. The provider shall not provide any services over and above those agreed in the specifications. As a matter of principle, the provider shall not provide any services that are less than those described in the specifications accepted by the customer.

The provider shall provide the customer with a schedule and work plan in addition to the specifications. The contents and specifications of this schedule and work plan shall become part of the contract unless the customer objects immediately. The provider undertakes to hand over the completed website or parts thereof to the customer by the end date specified in the time and work plan on a suitable data carrier and/or send it by e-mail and/or upload it to a server specified by the customer. The details of the handover or upload of the finished website are otherwise the subject of individual contractual agreements between the provider and the customer.

Creation of the imprint and the privacy policy with generators

If the provider and the customer have agreed to this, the provider will create the privacy policy and the legal notice for the customer’s website. The provider uses generators for this purpose. The provider is only responsible for creating the texts with the generators; the customer is responsible for the legal and content review.

The customer is obliged to provide the provider with all necessary information for the creation in a timely, correct and complete manner. About special information obligations in the context of the imprint (e.g. professional liability insurance, professions requiring a license, etc.) and the data protection declaration, the customer must inform himself and the provider independently. In this context, it is pointed out once again that the provider is not permitted by law to provide legal advice to clients. to the customer.

Changes that affect the information in the imprint or in the data protection declaration, the customer must inform the provider independently and without delay.

An update of the imprint or privacy policy after completion and acceptance of the website must be ordered separately from the provider by the customer, unless otherwise agreed in the individual contract.

Webhosting (Resell)

The provider and the customer may agree on the provision of hosting services, in particular as an additional option in the context of website creation. The specific scope of services (storage space, certificates, etc.) is the subject of individual contractual agreements between the parties. The provider is entitled to use the services of third parties in any form in connection with the provision of hosting services.

Unless the provider and the customer have agreed otherwise, the provider shall be responsible for the administration and management of the data in the event of an order as host. The customer does not have access to the administration backend of the hosting system.

The availability of the servers used by the provider for hosting purposes is at least 99% on an annual average. Excluded from this are those times during which the servers are unavailable due to events beyond the control of the provider (force majeure, acts of third parties, technical problems, etc.).

Unless the provider and the customer have agreed otherwise, the customer is not entitled to the assignment of a fixed IP address for his Internet presence. We reserve the right to make technical or legal changes at any time.

The customer is obliged not to pass on his passwords and other access data – insofar as these have been made available to him by the provider – to third parties and to change them regularly. The customer himself is responsible for any misuse by third parties, insofar as he is responsible for this.

The customer is obliged to create regular backup copies of his hosted data. If the customer is not in a position to do so, he must commission the provider or another technically suitable third party with the backup. The customer shall be liable for any loss of data resulting from inadequate data backup.

Domain registration

The Provider and the Customer may agree on the provision of domain registration services, in particular as an additional option within the scope of website creation. The specific scope of services is the subject of individual contractual agreements between the parties.

The contractual relationship required to register the respective domain is established directly between the customer and the respective domain registry or registrar. The provider merely acts as an intermediary in the relationship between the customer and the registry, without having any influence of its own on the allocation of the domain.

The customer bears sole responsibility for ensuring that the domain requested by him does not infringe any third-party rights. The provider is not obliged to check the domain.

The respective terms and conditions of the individual registries also apply to the registration of domains. The provider shall inform the customer of any special features in the event of an intended registration.

Maintenance and care of websites

After the completion of a website and / or individual parts thereof, the provider can offer the customer maintenance and care services in relation to the website. The provider can also offer the maintenance of third-party websites. However, the provider is not obliged to make such an offer, nor does the customer have to make use of the provider’s additional services. Corresponding agreements are exclusively the subject of individual agreements.

The object of the maintenance contracts is the elimination of malfunctions and the updating of the website for common web browsers in their current version by the provider. Further details, such as regular maintenance, can be agreed in individual contracts if necessary.

A prerequisite for maintenance is that the content to be maintained is compatible with the provider’s systems. Compatibility may be impaired in particular by outdated components of the content to be maintained or by unauthorized changes on the part of the customer. If compatibility is not guaranteed, the customer must establish this independently (e.g. through appropriate updates) or commission the provider separately to establish compatibility.

The provider is not liable for malfunctions and incompatibilities caused by unauthorized changes made by the customer or due to other errors that are not the responsibility of the provider; the provisions under “Liability and indemnification” remain unaffected by this.

The maintenance only includes the technical updating of the website, but not the updating of the content, in particular not the updating of the legal notice or the data protection declaration, unless the provider and the customer have expressly agreed to this.

Marketing and content

SEO marketing

If the provider and the customer agree on services in the area of SEO marketing, the provider shall, within the scope of the provision of services, only owe the implementation of measures which, in the provider’s own experience, can positively influence the search engine ranking or which are expressly requested by the customer. This is a service within the meaning of §§ 611 ff. BGB (GERMAN CIVIL CODE). A specific result (e.g. a specific ranking in the Google hit list) is not owed as part of the SEO services, unless the provider and the customer have expressly agreed this.

SEA campaigns

If the provider and the customer agree services in the area of SEA campaigns, the provider shall only be responsible for submitting proposals for effective keywords and, following approval by the customer, for implementing the measure (placement of advertisements). These are services within the meaning of §§ 611 ff. BGB (GERMAN CIVIL CODE). A specific result (e.g. sales figures) is not owed within the scope of SEA services, unless the provider and the customer have expressly agreed this.

In addition to the claim to remuneration for the service, the provider has a claim against the customer for reimbursement of expenses with regard to the chargeable advertisements.

The provider is not obliged to check the legality of keywords. The provider makes suggestions to the customer regarding the booking of keywords. The customer is responsible for the legal review, in particular for the trademark rights of third parties, and approval of the keywords before the campaign is carried out.

Social Media Marketing

If the provider and the customer agree on technical support for the creation and / or maintenance of social media presences, the provider shall only be responsible for the technical creation of the social media pages and / or the technical maintenance of the content to be provided by the customer.

The selection of content (images, texts, videos, imprints, etc.) is the sole responsibility of the customer. The provider will not check these contents for their content-related or legal accuracy. In this respect, it is expressly pointed out that the provider is not permitted to provide the customer with legal advice. Should he nevertheless determine in individual cases that the content provided by the customer violates applicable law, he may refuse to post such content.

The provider is merely the customer’s processor in the context of managing the social media pages.

content marketing and press releases

If the provider and the customer agree on professional content marketing (copywriting) and / or the creation of press releases, the invoicing and duration of the assignment shall be based on the specifications of the accepted offer.

The content of the texts is based on the customer’s specifications. As soon as the agreed text has been completed, the provider will send the created texts to the customer for review and approval. In the case of press releases, a distribution date will be set after approval, on which these are to be sent to the media.

Unless otherwise agreed, the customer shall be entitled to two correction or amendment loops. Complaints regarding the stylistic design or the integration of new information into the text are generally excluded after the second revision loop. If the customer wishes to make further changes, he shall bear the additional costs.

If the provider has been commissioned to integrate the texts in public media (e.g. online or print media), the provider shall only publish texts that have been approved by the customer. The Provider shall be liable for errors discovered after release exclusively in accordance with the provisions under the heading “Warranty for defects, liability and indemnification”.

Advice and consulting

Consulting services

If the provider and the customer agree on the provision of consulting services, the provider is only obliged to provide an assessment of the subject matter of the consultation to the best of its knowledge and belief. In particular, no legal advice is owed.

Consulting services are a service within the meaning of §§ 611 ff. BGB (GERMAN CIVIL CODE). However, a specific result is only owed within the scope of the service in the form of advice if the provider and the customer have expressly agreed this.

UX / UI consulting

If the provider and the customer agree on the provision of UX (user experience) and / or UI (user interface) consulting services, the provider shall only owe an assessment of the UX / UI design of the customer’s mobile apps / web design and a recommendation for future design measures as part of the provision of services. This is a service within the meaning of §§ 611 ff. BGB (GERMAN CIVIL CODE). However, a specific result (e.g. conversion rate, dwell time) is only owed as part of the service in the form of UX/UI consulting if the provider and the customer have expressly agreed this.

The invoicing and duration of the assignment are based on the specifications of the accepted offer.

Market observation

If the provider and the customer agree on services in the area of market observation, the provider shall only owe the market observation measures that have been agreed with the customer in advance as part of the provision of services. This is a service within the meaning of §§ 611 ff. BGB (GERMAN CIVIL CODE). A specific result (e.g. sales figures) cannot be guaranteed based on market observation unless the provider and the customer have expressly agreed this.

The invoicing and duration of the assignment are based on the specifications of the accepted offer.

Layout and design

Logo design and conception

The provider takes over the logo design and conception after agreement with the customer. To do this, the customer first submits a request to the provider with as precise a description as possible of the logo they require. This request constitutes an invitation to submit an offer by the provider. The provider shall check the customer’s ideas described in the inquiry to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and consistency and shall prepare an offer on the basis of the wishes arising from the customer’s inquiry. A contract between the provider and the customer is only concluded when the customer accepts the offer.

If the customer commissions the provider with the logo design and conception, the provider expressly does not check the admissibility under competition law, trademarks or other property rights or the registrability.

A prerequisite for the provider’s activity is that the customer provides the provider with all data required for the implementation of the project (color definition, etc.) in a suitable form before the start of the order. If the customer does not comply with this obligation, the provider may charge the customer for the resulting time expenditure.

Unless the provider and the customer have agreed otherwise, the customer shall be entitled to two correction loops. Once these correction loops have been carried out, requests for adjustments and complaints (particularly with regard to the artistic design) will no longer be taken into consideration. If the customer wishes to make further changes after the second correction loop, the provider can create these for the customer for an additional fee to be agreed.

The drafts presented within the correction loop may not be used, reproduced or passed on to third parties by the customer, either in the original or modified form, without the express consent of the provider.

As soon as the agreed object of performance has been completed, the provider shall request the customer to accept the work. The logo design or concept is sent to the customer in a standard file format.

Unless otherwise agreed in an individual contract, the provider may demand that a suitable copyright notice be placed in an appropriate position on the works created.

The remuneration for the logo design and conception is the subject of an individual contractual agreement between the parties.

The provider grants the customer the rights of use required for the respective purpose. A transfer of the rights of use to third parties requires an individual contractual agreement.

The rights of use shall not pass to the customer until the remuneration has been paid in full.

video and photography

If the provider and the customer agree on the creation of professional videos and photographs, the services agreed in detail shall result from the individual contract concluded between the provider and the customer. To do this, the customer first submits a request to the provider with as precise a description as possible of the services they require. This request constitutes an invitation to tender by the supplier. The provider shall check the customer’s ideas described in the inquiry to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and consistency and shall prepare an offer on the basis of the wishes arising from the customer’s inquiry. A contract between the provider and the customer is only concluded when the customer accepts the offer.

The customer’s specifications are taken into account to the best of our knowledge and belief. The provider and the customer acknowledge that the creation of videos and photographs is a creative service that requires a high degree of artistic freedom. The provider therefore only owes the creation of a work that corresponds to the customer’s wishes according to the provider’s own experience and assessment. Complaints regarding the artistic design are generally excluded.

Unless otherwise agreed, the customer shall have the right to two correction loops with regard to image processing or video editing (e.g. using filters and effects) of the photographs or videos created. or videos; a new creation of the photographs or videos is excluded. Complaints regarding the artistic design are generally excluded. If the customer wishes to make further changes, he shall bear the additional costs

If the customer is responsible for the creation of the videos or photographs (e.g. its employees or professional models), it is solely responsible for ensuring that the persons concerned have consented to the use of the recordings. In particular, it is responsible for concluding suitable model release contracts and obtaining GDPR-compliant employee commitments.

As soon as the agreed object of performance has been completed, the provider shall request the customer to accept the work.

Unless otherwise agreed in an individual contract, the provider may demand that a suitable copyright notice be placed in an appropriate position on the works created.

Unless otherwise contractually agreed and not otherwise to be expected from the purpose of the contract, the customer shall only receive recordings that have been fully processed for the respective purpose. The customer shall not be entitled to the surrender of the raw data or editable files (RAW files or similar).

Print design

The subject of design contracts in the print sector between the provider and the customer is generally the development of the customer’s design specifications for print products (e.g. design of banners, post graphics, posters, flyers, vehicle or shop window stickers, textiles or logo designs). Design contracts concluded between the provider and the customer are contracts for work and services within the meaning of Section 631 et seq. BGB (GERMAN CIVIL CODE). The services agreed in detail result from the individual contract concluded between the provider and the customer. To do this, the customer first submits a request to the provider with as precise a description as possible of the design services they require. This request constitutes an invitation to submit an offer by the provider. The provider shall check the customer’s ideas described in the inquiry to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and consistency and shall prepare an offer on the basis of the wishes arising from the customer’s inquiry. A contract between the provider and the customer is only concluded when the customer accepts the offer.

After commissioning, the customer’s requirements are discussed in a briefing if necessary and the specifications are specified. At this point in time, customer requests can be introduced, provided they are covered by the originally agreed scope of services. Adjustments become part of the original contract if both contracting parties agree in text form. Otherwise, the provider is only obliged to produce the items listed in the contract. Any additional services must be agreed and remunerated separately.

As soon as the agreed object of performance has been completed, the provider shall request the customer to accept the work.

Unless otherwise agreed, the customer shall be entitled to two correction loops. Complaints regarding the artistic design are generally excluded. If the customer wishes to make further changes, he shall bear the additional costs.

A prerequisite for the provider’s activity is that the customer provides the provider with all data required for the implementation of the project (texts, templates, graphics, etc.) in full and in a suitable form before the start of the order. The Provider shall not be liable to the Customer in any way for delays and delays in the implementation of projects caused by late (necessary) cooperation or input from the Customer. If the customer does not comply with this obligation, the provider may charge the customer for the resulting time expenditure.

The remuneration is the subject of an individual contractual agreement between the parties.

Unless otherwise contractually agreed and not otherwise to be expected from the purpose of the contract, the provider only owes the delivery of a print file (e.g. PDF, JPG or PNG) in addition to the contractually agreed service items when creating print products. The customer has no claim to the issue of an editable file (e.g. Word, Indesign).

Development and programming

Development of apps

The subject matter of app development contracts between the provider and the customer is generally the new development of mobile apps in compliance with the customer’s technical and/or content and/or design specifications. Development is always carried out using agile methods.

The services agreed in detail and the remuneration are set out in the individual contract concluded between the provider and the customer. To do this, the customer first submits a request to the provider with as precise a description as possible of the app functions they require. This request constitutes an invitation to submit an offer by the provider. The provider shall check the customer’s ideas described in the inquiry to the best of its knowledge and belief for completeness, suitability, clarity, feasibility and consistency and shall prepare an offer on the basis of the wishes arising from the customer’s inquiry. Acceptance of the offer by the customer creates a contract for work and services between the provider and the customer.

The provider is free to decide which technical standards are used to create the app, as long as the chosen technical standards correspond to the state of the art and the provider and the customer have not expressly agreed otherwise. The examination or procurement of rights, the procurement of tools (e.g. analysis), certificates (e.g. encryption), the provision of development, application or other documentation as well as the provision of source codes shall only be owed if the Provider and the Customer have expressly agreed to this.

Unless otherwise agreed, all apps are designed for download within the Apple AppStore and the Google PlayStore. Programming for other app stores is only owed if the provider and the customer have expressly agreed to this.

It should be noted that app stores generally check all apps before they allow them into their stores. The outcome of these checks is sometimes difficult to predict, as the app stores’ admission and review conditions are not always transparent. The provider can therefore not guarantee that a fully programmed app will be included in the app store by the respective app store operator. Should it become necessary to rework the app due to the rejection, the resulting costs shall be borne by the customer, unless the app was not approved by the app store due to an error culpably caused by the provider (intent or negligence); the provider shall submit a separate offer to the customer for the reworking.

Unless otherwise stipulated in an individual contract, the customer shall receive a simple, non-transferable right of use for the contractually intended purposes. The provider reserves the right to use components and elements (e.g. modules, templates and tools) in a depersonalized form for other projects.

Updates and adaptations to new operating systems are only owed if and insofar as they have been contractually agreed.

Furthermore, the Provider is entitled to place its own name with a link in an appropriate manner in the footer and in the imprint of the website(s) created by the Provider, without the Customer being entitled to any remuneration for this.

The Provider is entitled to amend these GTC for objectively justified reasons (e.g. changes in case law, the legal situation, market conditions or business or corporate strategy) and subject to a reasonable period of notice. Customers with existing contracts will be notified of this by e-mail at least two weeks before the change comes into effect. If the customer does not object within the deadline set in the notification of change, this shall be deemed to be consent. The notification of the intended amendment to these GTC shall refer to the deadline and the consequences of an objection or failure to object. If the customer objects to the change, the provider is entitled to terminate the contract extraordinarily on the date on which the change comes into effect.

In the event of discrepancies between the German and English versions, the German version shall take precedence.