General terms and conditions

§ 1 Scope

1. Our GTC apply to all services to be provided by us in accordance with the contracts concluded between us and the customer.
2. The validity of these GTC is limited to contractual relationships with companies.
3. The scope of our activities results from the respective contract concluded.

§ 2 Offer and conclusion of contract

The customer's order or the signing of the contract represents a binding offer that we can accept within two weeks by sending an order confirmation or a copy of the signed contract. Previously submitted offers or cost proposals by us are subject to change.

§ 3 Acceptance

1. Acceptance of the work performed by us shall be effected by means of the separate declaration of acceptance including the associated record.
2. If the work result essentially complies with the agreements, the customer shall declare acceptance without delay if a work performance was to be provided by us. Acceptance may not be refused due to insignificant deviations. If acceptance by the customer is not effected within the deadline, we shall set a reasonable deadline for the submission of the declaration. The work result shall be deemed to have been accepted upon expiry of the deadline if the customer has not specified reasons for refusing acceptance in writing within this deadline or if the customer puts the work performed by us or the service into use without reservation and we have pointed out the significance of this behavior at the start of the deadline.

§ 4 Prices and terms of payment

1. The remuneration for the service used by the customer results from the contract, as does the due date of the remuneration.
2. The remuneration is to be paid by direct debit. Invoicing takes place with the service rendered. This method of payment is an essential basis for our price calculation and is therefore indispensable.
3. If the customer defaults on payments, default interest will be charged at the statutory rate (currently nine percentage points above the base interest rate).
4. The customer is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. The customer is only authorized to exercise the right of retention if his counterclaim is based on the same contractual relationship.
5. We reserve the right to adjust our remuneration according to cost changes that have occurred. The adjustment can be made for the first time two years after the conclusion of the contract.

§ 5 Cooperation of the customer

The customer undertakes to cooperate in a correction of the elaborated concepts, texts and advertising material. After the correction by the customer and the release, a liability on our part due to faulty execution of the order is excluded.

§ 6 Term of contract and termination

The term of the contract is agreed individually; it begins with the signing of the contract, which is tacitly extended for another year if it is not terminated by one of the contracting parties by registered letter at least three months before expiry.

§ 7 Liability

1. Our liability for breach of contract and for tort is limited to intent and gross negligence. This does not apply in the case of injury to life, body and health of the customer, claims due to the breach of cardinal obligations, i.e. obligations that arise from the nature of the contract and the breach of which jeopardizes the achievement of the purpose of the contract, as well as the replacement of Damage caused by delay according to § 286 BGB. In this respect, we are liable for every degree of fault.
2. The aforementioned exclusion of liability also applies to slightly negligent breaches of duty by our vicarious agents.
3. Insofar as liability for damages that are not based on injury to life, limb or health of the customer is not excluded for slight negligence, such claims shall become statute-barred within one year from the time the claim arose.
4. Our liability is limited to the contractually typical, reasonably foreseeable damage; limited to a maximum of five percent of the agreed remuneration (net).
5. If the customer suffers damage due to a delay in performance for which we are responsible, compensation must always be paid. However, this is limited to one percent of the agreed remuneration for each completed week of delay; in total, however, no more than five percent of the agreed remuneration for the entire service. Delay only occurs if we fail to meet the bindingly agreed deadline for the provision of services.
6. Force majeure, strikes, inability on our part through no fault of our own extend the period for providing the service by the duration of the hindrance.
7. The customer can withdraw from the contract if we are in default with the provision of services and have set ourselves a reasonable grace period in writing with the express declaration that after the period has expired, acceptance of the service will be rejected and the grace period (two weeks) will not is complied with. Further claims cannot be asserted, irrespective of the other liability claims according to § 7.

§ 8 Warranty

Any warranty claims of the customer shall be limited to the immediate rectification of defects. Should this fail twice, within a reasonable period of time (two weeks), or should the rectification of defects be refused, the customer shall have the right to demand, at its option, a reasonable reduction of the fees or the cancellation of the contract.

§ 9 Limitation of own claims

Our claims for payment of the agreed remuneration shall become time-barred in deviation from § 195 BGB in five years. With regard to the beginning of the limitation period, § 199 BGB shall apply.

§ 10 Form of declarations

Legally relevant declarations and notifications that the customer has to make to us or a third party must be made in writing.

§ 11 Place of Performance, Choice of Law Place of Jurisdiction

1. Unless otherwise stipulated in the maintenance contract, the place of performance and payment shall be our registered office. The statutory provisions on the places of jurisdiction shall remain unaffected unless otherwise stipulated in the special provision of paragraph 3.
2. This contract shall be governed exclusively by the law of the federal republic of germany.
3. The exclusive place of jurisdiction for contracts with merchants, legal entities under public law or special funds under public law shall be the court having jurisdiction over our registered office.

§ 12 Conflict of laws

If the customer also uses general terms and conditions, the contract is concluded even without agreement on the inclusion of general terms and conditions. By signing this contract, the customer expressly agrees that regulations which are only included in the general terms and conditions used by us become part of the contract.

§ 13 Prohibition of assignment

The customer may only transfer its rights and obligations under this contract with our written consent. The same applies to the assignment of its rights under this contract. The data within the meaning of the Data Protection Act that become known in the course of the execution of the contract and the business relationship with the customer shall be stored and processed exclusively for the purpose of the execution of the contract, in particular for order processing and customer support. The interests of the customer shall be taken into account accordingly, as shall data protection requirements.

§ 14 Severability clause

Should one or more provisions be or become invalid, the validity of the remaining provisions shall not be affected by this. The contracting parties are obliged to replace the invalid clause with one that comes as close as possible to the latter and is effective.

§ 15 General

The customer shall be responsible for compliance with competition law, copyright or other industrial property rights (e.g. trademarks or design patents). In the event that such third-party claims are asserted against us, the customer shall indemnify us against all third-party claims due to a possible infringement of rights if we have previously raised concerns (in writing) against the execution of the order placed with regard to the infringement of such rights.

Status: August 19, 2016