1. subject matter and scope of application
1.1 These General Terms and Conditions (GTC) apply to all offers and services provided by Firmenseite24 (Contractor). The Contractor offers its services exclusively to companies.
1.2 The subject matter of the services is set out in the respective individual order (order) and these GTC.
1.3 The Contractor’s offers are generally non-binding. If an offer is designated as binding, it shall be binding for a period of two (2) weeks from the date of the offer, unless otherwise specified.
1.4 In the case of non-binding offers, a contract is concluded upon written order confirmation by the Contractor, but at the latest upon commencement of the provision of services by the Contractor. In the case of binding offers, the contract is concluded upon receipt of the offer countersigned by the client within the binding period.
1.5 The Contractor’s services are subject exclusively to these GTC. General terms and conditions of purchase or other terms and conditions of business of the Client shall not apply unless their validity has been expressly confirmed in writing by the Contractor. In particular, they shall not apply even if they are referred to in the context of requests for quotations, orders, receipt or acceptance of services and the Contractor does not object to them.
1.6 Annexes to the respective order are an integral part of the order.
2. scope and provision of services
2.1 All services shall be provided by the Contractor in accordance with the agreed service description of the respective order and in accordance with the state of the art.
2.2 The Contractor shall provide its services as a service, unless a work service has been expressly agreed in the order.
2.3 The Contractor shall always provide its services independently and on its own responsibility. If the Client’s instructions under the service contract lead to additional expenses or delays, these shall be borne by the Client. The Contractor shall notify the Client as soon as possible of any additional expenses or delays resulting from the Client’s instructions and, if necessary, prepare a supplementary offer. Until the supplementary offer is accepted, the Contractor shall provide the services in accordance with the valid order, unless the parties agree otherwise.
2.4 The Contractor shall be entitled to use third parties to provide the services. The Contractor shall be liable for the services of third parties as for its own services.
3. obligations of the client
3.1 The Client shall provide the Contractor with all information necessary for the execution of the order in good time. The Client shall also make all agreed or necessary decisions (e.g. selection or approval of drafts, concepts, planned service variants or other work) in good time and inform the Contractor without delay.
3.2 The Client shall provide the Contractor with access to the systems, applications, services and content necessary for the provision of the service, for the provision of which the Client is responsible. The client shall ensure that the use of the resources to be provided by the client for the respective order is covered by sufficient licenses, permissions or rights of use. Unless otherwise agreed, the Client shall bear the costs for resources to be provided by it.
3.3 If the Client grants the Contractor access to the Client’s data, the Client shall ensure that the data is adequately protected against loss or damage when used by the Contractor. The data backup by the Client shall correspond to the state of the art, taking into account the respective processing risks and the importance of the data.
3.4 The Client is responsible for checking the legal admissibility of functions, content or measures to be carried out (e.g. campaigns, mailings, etc.) to be created in accordance with the order itself or to have them checked and to comply with the applicable legal provisions. The contractor does not owe any legal advice within the scope of its activities. However, it will point out any content that it considers problematic and obtain the client’s decision. The Contractor shall not be obliged to carry out unlawful measures. In the event that services are provided in accordance with instructions, the Client shall indemnify the Contractor against third-party claims.
3.5 The Client’s special duties to cooperate shall be specified in the respective order.
3.6 If the Client does not fulfill its duties to cooperate or does not fulfill them on time, any additional expenses and delays caused as a result shall be borne by the Client. The Contractor’s claim to remuneration shall remain unaffected.
4. acceptance of work performances
4.1 If a work performance has been agreed in the order, the Contractor shall make the work available to the Client for acceptance at the agreed time. The Contractor shall be obliged to declare acceptance in writing, provided that the work provided corresponds to the agreed specifications. Acceptance must be declared immediately, but at the latest within one (1) week of the work being made available for acceptance. Acceptance may not be refused due to defects that do not or only insignificantly impair the usability or functionality of the work performance provided.
4.2 If acceptance does not take place within one (1) week of provision for acceptance for reasons for which the Contractor is not responsible, the work performance shall be deemed accepted upon expiry of the deadline.
4.3 Acceptance shall be deemed to have taken place at the latest when the Client uses the work performance in the ordinary course of business.
4.4 The respective order may provide for partial acceptance.
5 Prices, invoicing, terms of payment
5.1 The prices offered by the Contractor are net prices, payable in euros and subject to statutory VAT.
5.2 If a fixed price has been agreed, this shall cover all of the Contractor’s expenses. If remuneration on a time and material basis has been agreed, travel costs (including accommodation and meals) and other expenses shall be reimbursed. Proof of the costs must be provided at the request of the Client by submitting copies of the receipts.
5.3 If daily rates are agreed, a daily rate shall apply for eight (8) hours. Unless otherwise agreed, agreed daily rates shall only apply to the time between 7.00 a.m. and 8.00 p.m. on working days except on public holidays at the place where the service is provided. For work requested by the client outside these times, a surcharge of 50% shall apply, unless otherwise agreed. Individual hours shall be invoiced pro rata. Partial hours shall be rounded up to the nearest quarter of an hour.
5.4 Unless otherwise agreed in the order, all remuneration shall be invoiced monthly for the previous calendar month.
5.5 Payments by the Client shall be made without deduction within two (2) weeks of invoicing to the Contractor’s account specified in the invoice. The timeliness of the payment shall be determined by its receipt by the Contractor.
5.6 The Client may only offset undisputed or legally established claims against claims of the Contractor. The Client shall only be entitled to assert a right of retention due to counterclaims arising from the same order.
5.7 The Client shall be obliged to raise objections to invoices in writing to the Contractor within two (2) weeks of receipt of the invoice. After expiry of the deadline, objections can only be asserted if the Client was prevented from complying with the deadline through no fault of its own.
5.8 Until full payment of the agreed remuneration, all rights of use to the work results created and services provided by the Contractor shall remain with the Contractor.
5.9 If the Client is in arrears with payments due, the Contractor shall be entitled to suspend further services until the outstanding claims have been settled after giving notice in text form.
6. price adjustments
The Contractor is entitled to change prices for time and effort activities (daily or hourly rates) once a year during the term of the contract, but not before six (6) months have elapsed since the respective order came into effect. The change must be announced in text form or in writing with a notice period of three (3) months. In the event of a price increase, the client shall be entitled to terminate the respective order at the time of the planned entry into force of the change with a notice period of one (1) month.
7 Term, termination
7.1 The order shall commence on the date specified in the respective order and shall end automatically upon complete performance or expiry of the agreed term.
7.2 If a basic term has been agreed for an order, it shall be automatically extended by a further twelve (12) months in each case if the order is not terminated by either party with three (3) months’ notice to the end of the basic term or to the end of an extension period.
7.3 The right to terminate for good cause in accordance with the statutory provisions shall remain unaffected. If remedial action is possible with regard to the breach of contract by one party, termination shall only be permissible after the unsuccessful expiry of a reasonable period set for remedial action in accordance with the statutory provisions.
7.4 Termination for good cause by one party is permitted in particular if the other party
(a) is in serious breach of its primary contractual obligations,
(b) breaches confidentiality obligations,
(c) violates data protection regulations or
(d) suspends its payments, insolvency or composition proceedings are opened against its assets or are rejected for lack of assets, or out-of-court composition proceedings take place.
7.5 An important reason for the Contractor exists in particular if the Client does not fulfill its obligations to cooperate or does not fulfill them in good time and the provision of the service is made considerably or permanently more difficult or impossible as a result.
7.6 The Contractor shall also be deemed to have good cause if the Client is in arrears with two (2) or more monthly payments or is more than thirty (30) days in arrears with a payment. In these cases, termination is permissible without any further grace period.
7.7 The termination of an order must be in writing.
8. liability
8.1 The Contractor shall be liable without limitation for damages resulting from injury to life, body or health as well as in the event of intent and gross negligence, fraudulent concealment of a defect or the assumption of a guarantee for the quality of an item or service.
8.2 In the event of a breach of material contractual obligations, the Contractor’s liability shall be limited to the foreseeable damage typical for the contract in the event of slight negligence. Material contractual obligations are those obligations which arise from the nature of the contract and the breach of which would jeopardize the achievement of the purpose of the contract, as well as obligations which the contract imposes according to its content in order to achieve the purpose of the contract, the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the client may regularly rely.
8.3 In cases of simple negligence, liability is also limited to the amount of the remuneration owed under an order. In the case of an order with a fixed term, liability for cases of simple negligence within a contractual year shall be limited to the amount of remuneration owed within that contractual year. Liability for loss of profit is excluded. Section 8.1 remains unaffected.
8.4 Liability under the Product Liability Act and other cases of mandatory statutory liability remain unaffected.
8.5 Liability for data loss is always limited to the typical recovery costs that would have been incurred if backup copies had been made regularly and in accordance with the risk. This shall not apply if the Contractor has assumed the backup of the data as a primary performance obligation.
8.6 The above provisions shall also apply accordingly to the personal liability of the Contractor’s employees and its subcontractors.
8.7 The above provisions shall apply accordingly to the reimbursement of expenses.
9. liability for defects
9.1 The Client shall notify the Contractor of an obvious defect in services in text form or in writing within two (2) weeks of its occurrence at the latest. Otherwise, the service shall be deemed approved with regard to the defect, unless the Contractor has fraudulently concealed the defect.
9.2 In the event of defects in work services, the Contractor shall, at its discretion, either remedy the defect or provide the service free of defects (subsequent performance) within a reasonable period of time after notification by the Client.
9.3 The Contractor shall be entitled to a reasonable number of attempts at subsequent performance depending on the circumstances. As a rule, this involves two attempts.
9.4 If the subsequent performance finally fails, in particular because the defect has not been remedied despite the attempts to remedy it or has been permanently remedied by a reasonable workaround solution, the subsequent performance is unreasonably delayed or is unjustifiably rejected by the Contractor, the Client may reduce the agreed remuneration for the affected service.
9.5 The Contractor shall not be liable for defects caused by modifications or processing of the object of performance by the Client or third parties.
9.6 The Client shall bear the costs for a defect investigation requested by the Client if the Contractor is not responsible for the defect or the cause of the defect cannot be determined.
9.7 Claims arising from liability for defects shall become time-barred twelve (12) months after the statutory commencement of the limitation period, except in the cases specified in Section 8.1.
9.8 In all other respects, the statutory provisions shall apply.
10 Intellectual property, rights of use
10.1 Unless otherwise agreed, all intellectual property rights, in particular copyrights, rights of use and industrial property rights, which existed prior to the conclusion of the contract or which a party has acquired independently of the provision of the services or acquires during the term of the contract, shall remain with the party that held or independently acquired them.
10.2 The Client grants the Contractor a non-exclusive right to use and process the materials of the Client or third parties to be used for the provision of the service for the purposes of the provision of the service, limited to the duration of the provision of the service. The Client warrants that the materials provided by it are free of third-party rights that restrict or exclude their use or processing for the services to be provided by the Contractor.
10.3 The Contractor shall grant the Client a non-exclusive, irrevocable right of use, unlimited in time and space and fully compensated by payment of the agreed remuneration, to use and process all services and work results provided by the Contractor for its own business purposes. The rights of use are not transferable and cannot be sublicensed, unless otherwise agreed in the respective order. However, the client is entitled to sell or transfer the rights of use as part of a sale of the business as a whole or of parts of the business and as part of measures under the German Reorganization Act.
10.4 Each party shall notify the other party immediately if a third party asserts legal violations in relation to the services or work results of the Contractor.
10.5 If a third party asserts rights infringements in relation to the Contractor’s work results or services, the Contractor shall be obliged, within a reasonable period of time, either to design the services or work results free of intellectual property rights or to acquire the necessary rights of use for the Client. If such attempts ultimately fail, the client shall be entitled to reduce the remuneration for the services concerned. Further claims for compensation remain unaffected.
11. confidentiality
The parties shall treat the terms and conditions of the respective order and all information and knowledge that they obtain from the business operations of the other party in connection with the execution of the respective order as confidential and shall not disclose them to third parties. This obligation shall continue to apply for a period of five (5) years after termination of the respective order.
12. data protection
12.1 The Client consents to the Contractor processing and using the Client’s contact data for the purpose of carrying out and processing the respective order and maintaining the business relationship.
12.2 If the Client grants the Contractor access to the personal data of its customers and/or employees within the scope of the respective order, the Client shall inform the Contractor of this. The parties shall conclude an appropriate agreement on commissioned data processing at the request of the client.
13. naming as reference
13.1 The Contractor is entitled to generally name the Client as a reference in the context of offers for third parties and on its website and to use the Client’s brand and/or logo for this purpose in a customary market form.
13.2 The Client is entitled to request the Contractor in writing at any time to refrain from using its brand and/or logo in the future. The Contractor shall comply with this within a reasonable period of time.
14. naming as reference
14.1 Each party shall bear its own costs arising from or in connection with the preparation, negotiation and conclusion of an order, unless expressly agreed otherwise.
14.2 Neither party may transfer the order in whole or in part to a third party, whether by way of individual or universal succession, without the prior written consent of the other party.
14.3 Amendments and supplements to an order, including these GTC, must be made in writing to be effective. This also applies to any amendment or addition to this written form requirement.
14.4 The order is subject to German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
14.5 The place of performance for all of the Contractor’s services is the Contractor’s registered office.
14.6 The place of jurisdiction for all disputes arising from or in connection with this contract is Munich.
14.7 If individual provisions of the respective order or these GTC are invalid or contain loopholes, this shall not affect the validity of the remaining provisions
. The invalid provisions shall be replaced by a provision that comes closest to the intended legal result and economic success. Gaps in the contract are to be filled by way of supplementary interpretation of the contract in good faith as the parties would have agreed if they had considered the matter in question in advance.