Terms and Conditions
of
Waterproof Web Wizard GmbH
Schmiduzweg 4
88255 Baienfurt
- hereinafter referred to as: Contractor -
Part 1 - General Provisions
1.1 General
1.1.1 The Contractor offers the Client various agency services. The specific scope of services is the subject of individual agreements between the Contractor and the Client.
1.1.2 The Contractor does not enter into contracts with consumers or private individuals.
1.1.3 The Contractor is entitled, in its own name and on its own account, to outsource the necessary services to subcontractors, who in turn may also engage subcontractors. Subject to any agreements to the contrary, the Contractor remains the Client’s sole contractual partner. Subcontractors shall not be engaged if it is apparent to the Contractor that their engagement would conflict with the Client’s legitimate interests.
1.1.4 To the extent that, in addition to these General Terms and Conditions, other contractual documents in written or text form have become part of the contract, the provisions of such other contractual documents shall take precedence over these General Terms and Conditions in the event of any conflict.
1.1.5 The Contractor does not recognize any terms and conditions used by the Customer that deviate from these General Terms and Conditions, unless expressly agreed to.
1.2 Customer’s Obligations to Cooperate
1.2.1 If the Customer provides the Contractor with texts, images, or other content for the performance of the commissioned services, the Customer must ensure that such content does not infringe upon the rights of third parties (e.g., copyrights, trademark rights, etc.) or violate any other legal provisions. In this context, it is noted that the Contractor is not legally authorized to provide legal advisory services to the Client. In particular, the Contractor is neither obligated nor legally able to review the Client’s business model and/or the works created or acquired by the Client (layouts, graphics, texts, etc.) for compliance with applicable law. In particular, the Contractor will not conduct any trademark searches or other checks for conflicts with intellectual property rights regarding the works provided by the Client. To the extent that the Client issues specific instructions regarding the work to be produced, the Client bears sole liability for such instructions.
1.2.2 The client is obligated to provide the information, data, and works (e.g., data for the legal notice, graphics, logos, etc.) required for the fulfillment of the order, as well as any necessary access credentials, in a complete and accurate manner. The customer must also ensure that the instructions provided by them comply with applicable law.
1.2.3 Subject to any deviating individual agreements, the client is responsible for procuring the materials necessary for the agency to perform its services (e.g., graphics, videos) and shall make these available to the contractor in a timely manner. If the client does not provide this material and does not provide any further specifications, the contractor may, at its discretion and in compliance with copyright labeling requirements, use image material from common providers (e.g., stock photo providers) or insert a placeholder for the corresponding sections of the website.
1.2.4 If the conclusion of a data processing agreement pursuant to Article 28 of the GDPR is required for individual components of the order, both contracting parties undertake to conclude such an agreement-to be provided by the Contractor-prior to the commencement of service provision.
1.2.5 The Contractor shall not be liable to the Client in any way for delays in the implementation of projects resulting from the Client’s delayed (necessary) cooperation or contribution; the provisions under the heading “Liability/Indemnification” remain unaffected by this.
1.2.6 If the Client fails to fulfill its obligations to cooperate under this section, the Contractor may invoice the Client for the resulting additional expenses (e.g., costs for stock photos and time spent searching for them).
1.3 Use of Artificial Intelligence (AI)
1.3.1 The Contractor is entitled to use artificial intelligence technologies (AI tools) to create content (e.g., text, images, audio, or video) as part of the provision of services. Unless otherwise agreed, all content generated by AI will be reviewed by a human after it is created and adjusted as necessary. AI tools will not be used if it is apparent to the Contractor that their use would conflict with the Client’s legitimate interests. If the Client does not want AI technologies to be used for certain projects or parts thereof, the Client must independently notify the Contractor of this in writing.
1.3.2 The Contractor warrants that content created wholly or partially using AI does not infringe on the rights of third parties. If exclusive rights of use are to be transferred for content created in whole or in part with the aid of AI, the Contractor shall ensure that such a transfer of rights of use is possible (e.g., by modifying the AI-generated works in such a way that a sufficient level of creativity is achieved and, consequently, copyright protection is secured).
1.3.3 Separate labeling of AI-generated content is required only if and to the extent that such labeling is mandated by law, or if it is already foreseeable at the time the services are rendered that a labeling requirement will be mandated by law in the foreseeable future (e.g., based on provisions in the AI Regulation). The same applies to disclosures stating that certain work products were created with the aid of artificial intelligence.
Part 2 - Online Presence and Technology
2.1 Website and Online Store Development (Agile)
2.1.1 Unless otherwise agreed upon in individual agreements, the creation of new websites or online stores, or the expansion of existing ones, or the development of website or online store components (hereinafter “Website Development”) shall be carried out using agile methods. The remaining provisions of these General Terms and Conditions remain unaffected.
2.1.2 The subject matter of website development contracts between the Contractor and the Client is generally the development of new websites or the expansion of existing websites (e.g., integration of new interfaces or programming of new online applications) in accordance with the Client’s technical and/or design specifications. Website development contracts concluded between the parties are contracts for work and services within the meaning of Sections 631 et seq. of the German Civil Code (BGB).
2.1.3 The specific services agreed upon are set forth in the contract individually concluded between the Contractor and the Client. To this end, the client shall first submit a request to the contractor with as detailed a description as possible of the website content desired by the client (design elements such as images, layouts, logos, fonts, and the like are to be specified and provided by the client, unless otherwise agreed). This inquiry constitutes a request for the Contractor to submit an offer. The Contractor shall, to the best of its knowledge and belief, review the Client’s specifications described in the inquiry for completeness, suitability (with the exception of legal suitability, particularly with regard to the rights of third parties), clarity, feasibility, and consistency, and prepare an offer based on the wishes expressed in the customer’s request. A contract between the Contractor and the Customer is concluded only upon the Customer’s acceptance of the offer.
2.1.4 The client may submit requests at any time, provided they are covered by the originally agreed scope of services. Such adjustments shall become part of the original contract if both contracting parties agree in writing (e.g., via email). Otherwise, the Contractor is obligated only to produce the functions/items listed in the contract or to provide the agreed-upon services. Any services beyond this scope must be agreed upon and compensated for separately.
2.1.5 As soon as the website has been completed, the Contractor will request that the Client accept the website.
2.1.6 A prerequisite for the Contractor’s work is that all data (e.g., texts, templates, graphics, fonts) and/or system environments to be provided by the Client and necessary for the implementation of the project are made available to the Contractor in a timely manner and in a suitable form. The Contractor shall not be liable to the Client in any way for delays in the implementation of projects resulting from the Client’s late (necessary) cooperation or contribution.
2.1.7 The verification or acquisition of rights, the procurement and/or integration of plugins and/or tools (e.g., statistics) or certificates (e.g., SSL/TLS) shall be the responsibility of the Contractor only to the extent that this is expressly agreed upon in an individual contract. There is no entitlement to the delivery of graphics, source code, (development) documentation, manuals, or other supplementary documentation-unless otherwise expressly agreed upon in an individual contract.
2.1.8 Unless otherwise agreed, the websites created are optimized for the latest versions of the Chrome, Safari, Firefox, and Edge browsers (specifically, the two most recent versions of each browser). Search engine optimization (SEO) is only required if it has been expressly agreed upon.
2.1.9 The Contractor is neither authorized nor obligated to advise the Client on competition, consumer, labeling, or other legal matters within the meaning of the Legal Services Act. It is therefore the Client’s responsibility to inform themselves about the competition, consumer, or labeling law provisions applicable to their online store and, if necessary, to have the store reviewed by a specialized attorney.
2.1.10 Upon completion of the websites and/or individual parts thereof, the Contractor may offer the Client maintenance and support services related to the websites. However, the Contractor is under no obligation to make such an offer, nor is the Client required to accept the Contractor’s additional service offerings. Any such arrangements are exclusively the subject of individual agreements. If no additional maintenance and support services are agreed upon between the parties, the Client shall be solely responsible for the technical maintenance and up-to-date status of the websites following acceptance. The Contractor shall not be liable to the Client for any security vulnerabilities that are exploited for unlawful purposes (hacking) through the use of outdated third-party software.
2.2 Website and Online Store Development (Scope of Work and Requirements Specification)
2.2.1 If the contracting parties have agreed on the creation of new or the expansion of existing websites/online stores or website/online store components (hereinafter “Website Development”) based on a requirements and specifications document, the order shall be processed in accordance with this section.
2.2.2 The subject matter of website development contracts between the Contractor and the Client is, in principle, the development of new websites or the expansion of existing websites (e.g., integration of new interfaces or programming of new online applications) in accordance with the Client’s technical and/or design specifications. Website development contracts concluded between the parties are contracts for work and services within the meaning of Sections 631 et seq. of the German Civil Code (BGB).
2.2.3 The scope of the services to be provided by the Contractor is determined, on the one hand, by the individual contractual agreements between the parties and, on the other hand, by a detailed requirements specification prepared by the Client, as well as the functional specification based thereon. The Contractor shall, to the best of its knowledge and belief, review the Client’s specifications described in the requirements specification for completeness, suitability (with the exception of legal suitability, particularly with regard to the rights of third parties), clarity, feasibility, and consistency. Should the Contractor determine that the specifications contained in the requirements specification are not suitable for the creation of a website, the Contractor shall immediately notify the Client and submit a corresponding proposal for supplementing and/or adapting the requirements specification. The Client must respond to any proposals made by the Contractor regarding the specifications within a reasonable period of time in writing or in text form and must ultimately confirm the contents of the specifications to the Contractor in a binding manner in writing or in text form. If the parties reach an agreement regarding the requirements specification, its contents shall become an integral part of the contract.
2.2.4 Based on the requirements specification, the Contractor shall prepare a functional specification that primarily describes the technical and/or design implementation of the requirements contained in the requirements specification. Upon completion, the Contractor shall submit the functional specification to the Customer for approval. The Client is entitled to reject the functional specifications prepared by the Contractor and to communicate requests for changes or adjustments. The Contractor undertakes to submit a maximum of two alternative proposals, taking the Client’s requests into account. If the client ultimately does not agree with the contractor’s final proposal, either the client or the contractor may-to the extent permitted by law-terminate the contractual relationship for cause or withdraw from the contract. In this case, the Client shall reasonably reimburse or compensate the Contractor for any fees and/or expenses incurred in connection with the requirements specification and/or functional specification.
2.2.5 Once the requirements specification has been accepted by the client, the services described therein shall be deemed to have been finally agreed upon between the parties. Any deviation from the contents of the requirements specification accepted by the client requires an express individual agreement between the parties. The Contractor shall not provide any services beyond those described in the requirements specification accepted by the Client. Likewise, the Contractor shall, as a general rule, not provide any services that fall short of those described in the requirements specification accepted by the Client. After the Customer has accepted the requirements specification, the Contractor shall develop and program the websites in accordance with the agreed specifications.
2.2.6 In addition to the requirements specification, the Contractor shall provide the Client with a schedule and work plan. The contents and specifications of this schedule and work plan shall become part of the contract unless the Client objects immediately. The Contractor undertakes to deliver the completed website or parts thereof to the Client on a suitable data carrier and/or to send it via email and/or to upload it to a server specified by the Client by the completion date stated in the schedule and work plan. The details regarding the handover or upload of the completed websites are, moreover, subject to individual contractual agreements between the parties.
2.2.7 A prerequisite for the Contractor’s work is that all data (e.g., texts, templates, graphics) and/or system environments to be provided by the Client and necessary for the implementation of the project are made available to the Contractor in a timely manner and in a suitable form. The Contractor shall not be liable to the Client in any way for delays in the implementation of projects resulting from the Client’s late (necessary) cooperation or contribution.
2.2.8 As soon as the website has been completed, the Contractor will request that the Client accept the website. If necessary, a testing phase may be agreed upon prior to acceptance. If the Client discovers errors prior to acceptance or during an agreed-upon testing phase, the Client shall notify the Contractor of such errors in writing or in text form. The Contractor shall endeavor to correct the errors in a professional manner. For this purpose, the Contractor may provide temporary workarounds.
2.2.9 The contractor is only obligated to verify or obtain rights, procure and/or integrate plugins and/or tools (e.g., statistics) or certificates (e.g., SSL/TLS) are only the responsibility of the Contractor to the extent that this is expressly agreed upon in an individual contract. There is no entitlement to the delivery of graphics, source code, (development) documentation, manuals, or other supplementary documentation-unless otherwise expressly agreed upon in an individual contract.
2.2.10 Unless otherwise agreed, the websites created are optimized for the browsers Chrome, Safari, Firefox, and Edge in their current versions (the two most recent versions of each browser). Search engine optimization (SEO) is only required if it has been expressly agreed upon.
2.2.11 The Contractor is neither entitled nor obligated to advise the Client on competition, consumer, labeling, or other legal matters within the meaning of the Legal Services Act. It is therefore the Client’s responsibility to inform themselves about the competition, consumer, or labeling law provisions applicable to their online store and, if necessary, to have the store reviewed by a specialized attorney.
2.2.12 Upon completion of the websites and/or individual parts thereof, the Contractor may offer the Client maintenance and support services related to the websites. However, the Contractor is under no obligation to make such an offer, nor is the Client required to accept the Contractor’s additional service offerings. Any such agreements are exclusively the subject of individual agreements. If no additional maintenance and support services are agreed upon between the parties, the Client shall be solely responsible for the technical maintenance and up-to-date status of the websites following acceptance. The Contractor shall not be liable to the Client for any security vulnerabilities that are exploited for unlawful purposes (hacking) through the use of outdated third-party software.
2.3 Maintenance and Support of Websites / Online Stores
2.3.1 Upon completion of the websites and/or individual parts thereof, the Contractor may offer the Client maintenance and support services relating to the websites (hereinafter “Maintenance Contracts”). The Contractor may also offer maintenance for third-party websites. However, the Contractor is under no obligation to make such an offer, nor is the Client required to accept the Contractor’s additional service offerings. Any such agreements are subject exclusively to individual arrangements.
2.3.2 The scope of the maintenance contracts includes the resolution of malfunctions and the ad hoc updating of the website for common web browsers in their respective current versions. Additional services, such as regular maintenance, may be agreed upon in individual contracts as needed.
2.3.3 The Contractor shall not be liable for malfunctions and incompatibilities caused by unauthorized modifications made by the Customer or resulting from other errors that fall outside the Contractor’s sphere of responsibility; the provisions under “Liability/Indemnification” remain unaffected by this.
2.3.4 Unless otherwise agreed, maintenance includes only technical updates to the website, but not updates to its content. In particular, unless otherwise agreed upon in an individual contract, the Contractor is not obligated to update the legal notice or the privacy policy.
2.4 Web Hosting
2.4.1 The Contractor also offers the Client hosting services for the websites and online stores it has created. The Contractor will use servers provided by third-party companies to perform its services. The Contractor shall inform the Client about the servers and third-party providers used prior to the conclusion of the contract. The specific scope of services (domain management, storage space, email hosting, certificates, etc.) is subject to individual agreements between the parties.
2.4.2 The availability of the servers used by the Contractor for hosting purposes shall be at least 99 percent on an annual average. Excluded from this are periods during which the servers are unavailable due to events beyond the Contractor’s control (force majeure, acts of third parties, technical problems outside the Contractor’s control, etc.).
2.4.3 It is the Customer’s responsibility to create regular backup copies of their hosted data. If the Customer is unable to do so, they must commission the Contractor or other technically qualified third parties to perform the backup. The Customer is solely liable for any data loss resulting from a lack of data backups.
2.4.4 No content may be stored on the provided storage space that is offensive, extremist, glorifies or trivializes violence, incites hatred, is right-wing extremist, discriminatory, anti-constitutional, harmful to minors, or pornographic; that violates the rights of third parties (e.g., trademark and copyright law), or any other applicable law or public decency (in particular criminal law and administrative offense law), or that contains malicious code or malware. If the Contractor becomes aware that, within the scope of the hosting service, impermissible content as defined in this paragraph may be stored on the provided storage space, the Contractor shall proceed as follows:
2.4.4.1 The Contractor shall immediately conduct a cursory review of the content in question. If the cursory review reveals that prohibited content cannot be ruled out, the Contractor may, at its sole discretion, temporarily block such content or take other measures appropriate to the level of risk, up to and including the deletion of the content. The Contractor will request the Customer’s response and grant the Customer a reasonable period of time to do so.
2.4.4.2 As soon as the Client’s response is received, or if the Client has not submitted a response within the granted timeframe, the Contractor will make a final decision on how to handle the content in question. In particular, the following measures may be considered: a warning; indefinite suspension or permanent deletion of the content; temporary suspension of the client’s account (alternatively, a partial suspension may also be imposed); ordinary or extraordinary termination of the contract; filing a criminal complaint or reporting the matter to the public order office (if a criminal offense is suspected that could pose a threat to a person’s life, limb, or safety, the Contractor is legally obligated to report it). The Contractor will implement the respective measure only after a thorough and objective assessment, taking into account, in particular, the severity of the violation, the total number of violations, potential impacts on the services provided by the Contractor, its customers, and other third parties, the overall conduct (e.g., awareness of the violation), the degree of fault (intent, negligence), the motives behind the violation (to the extent identifiable), and the customer’s statement (if available).
2.4.4.3 The Contractor shall inform the Customer of the assessment, its outcome, and the measures decided upon, provided that no legal grounds preclude this.
2.4.4.4 The Contractor will not proactively review the stored content and-unless otherwise specified-will not conduct automated reviews of the stored content. However, the Contractor will take action as soon as it identifies such content itself or is notified of such content by third parties. If the Client becomes aware of such content, they may, of course, contact the Contractor at any time; they may use the contact information provided in the legal notice for this purpose.
Part 3 - Creation and Design of Content
3.1 Design of Print Products
3.1.1 The subject matter of print design contracts between the Contractor and the Client is generally the development of print products in accordance with the Client’s design specifications (e.g., design of banners, postal graphics, posters, signs, flyers, roll-ups, vehicle or storefront decals, textiles, or logo designs). Design contracts concluded between the parties are contracts for work and services within the meaning of § 631 et seq. of the German Civil Code (BGB).
3.1.2 The specific services agreed upon are set forth in the contract individually concluded between the Contractor and the Client. To this end, the Client first submits a request to the Contractor containing as detailed a description as possible of the services desired. This request constitutes an invitation to the Contractor to submit an offer. The Contractor shall, to the best of its knowledge and belief, review the Client’s specifications described in the inquiry for completeness, suitability (with the exception of legal suitability, particularly with regard to the rights of third parties), clarity, feasibility, and consistency, and will prepare an offer based on the wishes expressed in the client’s inquiry. A contract between the Contractor and the Client is concluded only upon the Client’s acceptance of the offer.
3.1.3 After the contract is concluded, the client’s requirements will be discussed in a further briefing, if necessary, and the specifications will be clarified. At this point, the client may submit additional requests, provided they are covered by the originally agreed scope of services. If necessary, a rebriefing may be conducted prior to the production of the subject matter of the contract. Any adjustments shall become part of the original contract if both contracting parties agree in writing (e.g., via email). Otherwise, the contractor is obligated only to produce the items listed in the contract. Any services beyond this scope must be agreed upon and compensated separately.
3.1.4 Unless otherwise agreed, the client is entitled to two rounds of revisions. Claims regarding the artistic design are generally excluded after the agreed-upon rounds of revisions have been completed. If the client requests further changes beyond this, the client must bear the additional costs.
3.1.5 A prerequisite for the Contractor’s work is that the Client provides the Contractor with all data necessary for the implementation of the project (texts, templates, graphics, etc.) in full and in a suitable format prior to the start of the project. The Contractor shall not be liable to the Client in any way for delays in the implementation of projects resulting from the Client’s late (necessary) cooperation or contribution. If the client fails to fulfill this obligation, the contractor may bill the client for the resulting time spent.
3.1.6 Unless otherwise agreed in the contract or otherwise expected given the purpose of the contract, the Contractor is obligated, in addition to the contractually agreed-upon services, to provide only a standard print file (e.g., PDF, JPG, or PNG) when creating print products. The customer has no right to receive an editable file (e.g., native files from graphics programs).
3.2 Processing of Print Orders
3.2.1 The Contractor offers the Customer the processing of orders for the production of print products (flyers, brochures, posters, catalogs, etc.). The Contractor shall perform all agreed-upon actions in this regard, such as communicating with the respective service provider responsible for printing (printing service provider). Depending on the agreement, the Contractor offers the services either as a direct transaction or as an intermediary transaction.
3.2.2 If the parties agree to a direct transaction, the Contractor will print the ordered print products itself or commission a printing service provider in its own name and at its own expense. In this case, the Contractor is the Customer’s sole contractual partner. No contractual relationship is established between the customer and the printing service provider. The Contractor invoices the customer directly for the print products. The customer accepts the print products from the Contractor.
3.2.3 If the parties agree to a brokerage arrangement, the Contractor shall conclude the contract for the production of the print products with the printing service provider in the name and on behalf of the Customer, or shall broker such a contract. The Contractor acts as a pure intermediary vis-à-vis the printing service provider. The contractual relationship exists solely between the Customer and the printing service provider. The Contractor is not a party to this contract. The Contractor informs the customer of all material steps and coordinates with the customer regarding the details of the contract’s content and conclusion (in particular regarding type, prices, and quantities) and is bound by the customer’s instructions. The printing service provider’s respective pricing and/or terms and conditions apply. The customer pays the printing service provider directly for the services. Acceptance of the print products takes place with the printing service provider. It is the customer’s responsibility to inspect the completed print products to ensure they are free of defects. The Contractor shall not be liable for the printing service provider’s production of the print products in accordance with the contract, specifically not for their content, composition, quality, and/or characteristics. In the event of a dispute, the Contractor shall provide the Customer-to the extent permitted by law-with all necessary information. The Contractor is not obligated to provide any further assistance in asserting claims under the warranty for defects or other claims. The provisions under “Liability/Indemnification” remain unaffected by this.
3.2.4 The customer is obligated to carefully check the print data to be submitted for accuracy and completeness-both in terms of content and technical aspects-before transmitting it to the printing service provider. Unless otherwise agreed, the Contractor shall not verify the print data for content or technical accuracy. Printing of the ordered print products shall not commence until the Customer has issued final print approval.
3.2.5 If a specific file format is required (e.g., PDF, InDesign), the customer shall submit the print data in that format.
3.3 Text Creation / Copywriting
3.3.1 The Contractor shall create, among other things, texts for the Client (e.g., press releases, website content, advertising copy, etc.). The content of these texts shall be specified in individual contracts.
3.3.2 As soon as the agreed-upon texts have been completed, the Contractor shall submit them to the Client for approval and acceptance. Unless otherwise agreed, the Client is entitled to two rounds of revisions. Claims regarding stylistic design or the incorporation of new information into the text are generally excluded after the second round of revisions. If the Client requests further changes beyond this, the Client shall bear the additional costs.
3.3.3 If the Contractor has been commissioned to handle publication, the texts will be published-unless otherwise agreed-only after approval by the Client; such approval also constitutes acceptance of the texts. For press releases, a distribution date will also be set after approval, on which the press releases are to be sent to the media. If the client publishes the texts themselves or is to publish them, they must accept the texts in advance. If the client publishes the texts prior to acceptance, such publication shall be deemed acceptance.
3.3.4 The Contractor shall be liable for errors discovered after approval/acceptance solely in accordance with the provisions under the heading “Liability/Indemnification.”
3.4 Design and Concept Development of Graphics and Logos (Designs)
3.4.1 The Contractor shall, as agreed with the Customer, undertake the conceptualization and design of graphics and/or logos (hereinafter “Designs”).
3.4.2 To this end, the Client shall first submit a request to the Contractor containing as precise a description as possible of the Designs desired by the Client. This request constitutes an invitation to the Contractor to submit an offer. The Contractor shall, to the best of its knowledge and belief, review the Client’s ideas described in the request for completeness, suitability (with the exception of legal suitability, particularly with regard to the rights of third parties), clarity, feasibility, and consistency, and prepare a quote based on the wishes expressed in the client’s inquiry. A contract between the Contractor and the Client is concluded only upon the Client’s acceptance of the quote.
3.4.3 A prerequisite for the Contractor’s work is that the Client provides the Contractor with all data necessary for the implementation of the project (color definitions, etc.) in full and in a suitable format prior to the start of the project. If the client fails to fulfill this obligation, the contractor may bill the client for the resulting time spent.
3.4.4 Unless otherwise agreed, the client is entitled to two rounds of revisions for each individual design. After these rounds of revisions have been completed, requests for adjustments and complaints (particularly regarding the artistic design) will no longer be considered. If the client requests further changes after the agreed-upon rounds of revisions have been completed, the contractor may produce these for the client in exchange for an additional fee to be agreed upon.
3.4.5 As soon as the agreed-upon design has been completed, the Contractor will request the Client to approve the work. The designs will be sent to the Client in a standard file format.
3.4.6 The Contractor grants the Client the rights of use to the designs necessary for the respective purpose. Unless otherwise specified, the creation of logos grants an exclusive right of use that is unlimited in terms of time, location, and content; however, individual graphic elements of the logos may be used to create other works, provided that this does not give rise to any risk of confusion with the created logo. For all other designs, subject to any individual agreements to the contrary, a non-exclusive right of use is granted. Any transfer of usage rights by the client to third parties requires a separate contractual agreement with the contractor. The drafts presented during the revision process may not be used, reproduced, or disclosed to third parties by the client-either in their original form or in a modified form-without the contractor’s express consent.
3.4.7 The rights of use shall not be transferred to the client until full payment of the fee has been made.
Part 4 - Marketing
4.1 SEO Marketing
The Contractor offers the Client, among other things, services in the field of SEO marketing. As part of the provision of services, the Contractor is solely obligated to implement measures that, based on the Contractor’s own experience, may positively influence search engine rankings or that are expressly instructed by the Client. This constitutes a service within the meaning of Sections 611 et seq. of the German Civil Code (BGB). However, a specific result (e.g., a specific ranking in search engine results) is only guaranteed as part of the SEO services if it has been expressly promised.
4.2 SEA Campaigns
The Contractor offers the Client services in the area of SEA campaigns. As part of the provision of services, the Contractor is obligated solely to submit proposals regarding effective advertising keywords and, upon the Client’s approval, to implement the measures (placing advertisements). These are services within the meaning of Sections 611 et seq. of the German Civil Code (BGB). A specific result (e.g., sales figures) is not guaranteed as part of SEA services unless this has been expressly warranted. The Contractor is not obligated to verify the legality of keywords. The Contractor submits proposals to the Client regarding the booking of keywords. The legal review-in particular with regard to third-party trademark rights and the approval of keywords-is the responsibility of the Client prior to the launch of the campaign. The fee agreed upon for the services described herein does not include the costs for placing paid advertisements; unless otherwise agreed, these costs are to be borne by the client.
4.3 Placement of Advertisements
4.3.1 The Contractor shall assist the Client with placing advertisements on social media platforms, search engines, and other media (“Advertisements”).
4.3.2 The Contractor advises the Client on how to design its ads to ensure the highest possible visibility. However, the Contractor is not obligated to deliver specific results (e.g., sales figures, leads).
4.3.3 The Contractor shall also assist the Client in designing the text and images for the advertisements. However, the selection of content for the advertisements (images, text, videos, legal notices, etc.) is the sole responsibility of the Client. The Contractor will not review this content-nor the advertisements as a whole-for factual or legal accuracy. In this regard, it is expressly noted that the Contractor is not authorized to provide legal advice to the Client. Should the Contractor nevertheless determine in individual cases that the content provided by the Client and/or the advertisements violate applicable law, the Contractor may refuse to post such content or create the advertisements.
4.3.4 All content must be approved by the Client and will thereafter be uploaded by the Contractor to the respective advertising channels, whereby the Contractor is only obligated to perform the technical upload of the content and is solely responsible for this; the provisions under “Liability/Indemnification” remain unaffected.
4.3.5 The fee agreed upon for the services described herein does not include the costs for placing paid advertisements; unless otherwise agreed, these costs shall be borne by the Client.
Part 5 - Miscellaneous Provisions
5.1 Prices and Compensation
The compensation for the Contractor’s services is the subject of an individual contractual agreement between the parties and is generally based on the offer.
5.2 Acceptance
If a work-for-hire agreement has been concluded, the Contractor shall request acceptance from the Client. The acceptance period within the meaning of Section 640(2), sentence 1 of the German Civil Code (BGB) is set at 2 weeks from the request for acceptance, unless, in individual cases, special circumstances require a different acceptance period, in which case the Contractor will notify the Client separately. Unless the customer responds within this period or refuses acceptance due to a defect, the work shall be deemed accepted.
5.3 Warranty for Defects
A minor defect does not give rise to claims for defects. The choice of the method of subsequent performance rests with the Contractor. The statute of limitations for claims arising from defects and other claims is one (1) year; this shortened statute of limitations does not apply to claims resulting from willful misconduct, gross negligence, or injury to life, limb, or health caused by the Contractor. The statute of limitations does not restart if subsequent performance is provided under the warranty for defects. In all other respects, the statutory warranty for defects remains unaffected.
5.4 Grant of Rights, Self-Promotion, and Right of Mention
5.4.1 Upon full payment of the order by the Customer, the Contractor generally grants the Customer a simple, non-transferable right of use to the corresponding work products. Further rights may be agreed upon in individual contracts.
5.4.2 Unless otherwise agreed, the Client expressly grants the Contractor permission to publicly present the project in an appropriate manner for the purpose of self-promotion (references/portfolio). In particular, the Contractor is entitled to use the business relationship with the Client for promotional purposes and to identify itself as the creator on all promotional materials produced and in all promotional activities, without the Client being entitled to any compensation for this.
5.4.3 Furthermore, the Contractor is entitled to place its own name, with a link, in an appropriate manner in the footer and legal notice of the website(s) created by the Contractor, without the Client being entitled to any compensation for this.
5.5 Confidentiality
The Contractor shall treat as confidential all business matters that come to its attention, including, but not limited to, print materials, layouts, storyboards, numerical data, drawings, audio recordings, images, videos, DVDs, CD-ROMs, memory cards, passwords, interactive products, and any other documents containing films and/or radio plays and/or other copyrighted materials belonging to the Client or its affiliated companies. The Contractor agrees to impose this confidentiality obligation on all employees and/or third parties (e.g., suppliers, graphic designers, programmers, film producers, recording studios, etc.) who have access to the aforementioned business materials. The confidentiality obligation shall remain in effect indefinitely beyond the term of this contract.
5.6 Liability/Indemnification
5.6.1 The Contractor shall be liable without limitation on any legal basis in cases of willful misconduct or gross negligence, in the event of intentional or negligent injury to life, limb, or health; based on a warranty promise, unless otherwise specified in this regard; or based on mandatory liability, such as under the Product Liability Act. If the Contractor negligently breaches a material contractual obligation, liability is limited to the foreseeable damage typical for this type of contract, unless unlimited liability applies pursuant to the preceding sentence. Essential contractual obligations are obligations that the contract imposes on the Contractor, based on its content, to achieve the purpose of the contract; the fulfillment of which is essential for the proper performance of the contract and on the observance of which the Customer may regularly rely. In all other respects, the Contractor’s liability is excluded. The foregoing liability provisions also apply with respect to the Contractor’s liability for its vicarious agents and legal representatives.
5.6.2 The Customer shall indemnify the Contractor against any claims by third parties asserted against the Contractor due to the Customer’s breaches of these General Terms and Conditions or applicable law.
5.7 Final Provisions
5.7.1 The contracts concluded between the Contractor and the Customer are governed by the substantive law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
5.7.2 If the Customer is a merchant, a legal entity under public law, or a special fund under public law, or does not have a general place of jurisdiction in Germany, the parties agree that the Contractor’s registered office shall be the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction remain unaffected by this provision.
5.7.3 The Contractor is entitled to amend these General Terms and Conditions 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 notice period. Existing customers will be notified of this by email no later than two weeks before the amendment takes effect. Unless the existing customer objects within the period specified in the notice of amendment, their consent to the amendment shall be deemed to have been given. If they object, the amendments shall not take effect; in which case the Contractor is entitled to terminate the contract extraordinarily as of the effective date of the amendment. The notice regarding the intended amendment to these General Terms and Conditions will specify the deadline and the consequences of raising an objection or failing to do so.