TERMS & CONDITIONS
§1. Object
These terms and conditions (general terms and conditions) apply to all legal transactions between HEADLIGHT Marketing & Kommunikation (hereinafter referred to as "agency") and the client (hereinafter referred to as "client") and are part of every contract concluded. Without having to be newly agreed, these terms and conditions also apply to all future business with the respective client. Terms and conditions of the client that deviate from these terms and conditions will not be recognized by us unless we have agreed to them in writing. Our terms and conditions also apply exclusively if we are or have been provided services without reservation in the knowledge of conflicting terms and conditions of the client.
§2. PresentationAll services as well as the presentation documents (with drafts, text suggestions, layouts, specifications for programmers, suggestions for company names, logos, etc.) remain the property of the agency until an order has been placed. If no order is placed, all documents must be returned to the agency immediately. The customer may not use this material or use it as a basis for the production of his own material or new designs - regardless of the form. The dissemination of documents and offers to third parties - whether by the customer himself or an authorized representative, obliges the customer to pay for this service in the amount of the sum from the offer. If there is no offer, the amount of the fee will be calculated at the market prices for the service used or passed on. If no order is placed, the agency remains free to use the ideas, drafts and suggestions, works, etc. of the presentation for other customers and projects.
§3. ExecutionAll projects (websites, print designs, video production and much more) are to be created on the basis of the offer. Even during the implementation phase, the customer provides the agency with all the necessary information and documents.
§4. Customer's duty to cooperateThe success or failure of the project also depends crucially on whether and to what extent the customer contributes to the realization of the presence within the scope of his performance. He is therefore particularly obliged:
a) to provide the agency and its staff employed to carry out the contract with all necessary information and information.
b) to notify the agency immediately in writing of any defects or faults with a precise description of the respective manifestations.
c) to coordinate dates and meetings necessary for the execution of the contract appropriately with the agency and, in case of doubt, to consult with the agency in good time.
d) to ensure that the acceptance is carried out properly and on time. As long as the customer does not meet these obligations or does not fulfill them properly, the agency will not be in default.
e) to provide all necessary information and data no later than 3 weeks after the contract has been awarded so that the agency can start the project.
§5. Third party property rights1) The customer declares that all content used by the agency for the implementation of this contract and made available on the Internet, such as texts, images, graphics, music and video sequences, software, drawings, etc., database content and structures, as well as the domain used, are free of third-party property rights or that he is entitled to use these contents and goods for the implementation of this contract and, in particular, to make the aforementioned objects publicly available, i.e. to make the objects wired or wirelessly accessible to the public in such a way that they members of the public, e.g. B. are accessible and retrievable via the Internet, from locations and at times of your choice. This also and in particular applies to the fact that the customer is entitled to ensure that the domain used to find the presence does not violate name trademarks or other labeling rights of third parties or against competition law or copyright regulations.
2) The inclusion of the content mentioned in section 1 in the contractual presence is exclusively at the customer's own risk.
3) The customer must indemnify the agency against all third-party claims that are raised against the agency in connection with the implementation of this contract from the point of view of infringement of third-party property rights. He assumes sole liability to the person who asserts the infringement of property rights and has to compensate the agency for all damage resulting from the infringement of property rights of third parties.
§6. ConfimationIf the implementation essentially corresponds to the specifications of the concept, the client must immediately declare acceptance of the project to the agency in writing. (Websites are optimized for the current version of Google Chrome and Firefox - only these browsers are taken into account). If the client unconditionally demands the use of the service provided (activation of the website, setting of the APP in the APP store, transmission of print data to the printing company, etc.), this also includes the declaration of acceptance. If the client does not accept a service within a reasonable period of 2 days - without notifying a possible defect, although he is obliged to do so, this is equivalent to acceptance. APPs are accepted immediately as soon as the client has received the screenshots and approved them in writing. Automatic acceptance also takes place after the agreed delivery period has expired. Once the project has been accepted by the client, all rights and obligations of the project and its results are transferred to the client. The agency is thus released from all warranty claims. This also applies to liability for imprint, data protection and cookie guidelines.
§7. External costsThe agency is entitled to place all orders required for the provision of services on behalf of the customer. These external costs, such as for copywriters, photographers, programmers or the like, are listed separately on the invoice together with the expenses such as telephone calls, travel expenses or the like and are to be paid by the customer together with an agency fee for the expenses incurred .
All prices are in euros plus statutory VAT. If the order volume exceeds an amount of 500 € net, the agency has the right to demand 50% of the offer amount as an advance payment from the customer. The implementation phase begins on the day the offer is accepted. The statutory rules apply to the consequences of default in payment. Delivery times and milestones are bindingly set at the start of the project. The cooperation of the customer as described in §4 is also binding. If the deadline cannot be kept due to failure to cooperate, the agency does not guarantee this delay. Should the agency not be able to complete the delivery within the agreed delivery period due to the delay and the failure to deliver relevant content from the customer to the agency, the total amount of the offer is still due by the agreed delivery period. The invoice may also be issued if the customer does not, as described in § 4 e), provide all necessary information and data at the latest 3 weeks after the order has been placed, and thus hinder the start of the project. The same also applies in the event of a delay after the start of the project due to the customer's fault. The invoice must be paid within 7 days of receipt of the invoice (without deduction). After full payment of the invoice or, if §6 has been applied, the project is considered completed and the agency owes no further, free work to the customer.
§9. ChangesUnless otherwise agreed, there are basically two change loops. The agency presents the result. The customer can then check it and summarize all changes in an email, PDF, letter, document or similar. These are then implemented. After implementation, the customer has the opportunity to make final changes a second time. Once implemented, the project is considered completed. Errors that the customer overlooks are the responsibility of the customer and must be borne in full by the customer in the event of any financial consequences (e.g. printing costs in the event of typing errors). All services not included in the offer will be charged as additional expenses with the currently valid net hourly rate.
§10. Late paymentIn the event of default in payment by the customer, the agency is entitled to withhold the result of the order, to reclaim it or, in the case of a website, to block access to the contractual presence. All rights to graphic (online or offline) work remain with the agency until full payment has been made and may not be used, distributed or reproduced by the customer without the consent of the agency. The assertion of further claims remains unaffected.
§11. Guarantee; liability11.1. The agency is only liable for damage in the event of willful intent or gross negligence. Excluded from this are damage resulting from the breach of a contractual obligation that is essential for achieving the purpose of the contract (cardinal obligation), as well as damage from injury to life, limb or health, for which the agency is liable even in the event of slight negligence.
11.2. Claims of the client against the agency due to a breach of duty expire one year after the start of the statutory limitation period. This does not include claims for damages in accordance with Section 11.1; the statutory limitation periods apply to these.
11.3. The client is obliged to inspect the work immediately after delivery and to report any defects immediately. Obvious defects must be reported in writing within two weeks of delivery at the latest. To meet the deadline, it is sufficient to send the notification of defects in good time. In the event of a breach of the duty to examine and notify, the work is deemed to have been accepted free of defects.
11.4. The approval of production and publication is carried out by the client. With the release, the client assumes liability for the technical and functional correctness of text, image, design and product, in particular for the correctness and topicality of the imprint, data protection agreement and information on cookie and user tracking.
11.5. With the exception of a possible fault in selection, the agency is not liable for orders for external services that the agency assigns to third parties.
11.6. If the agency assigns third-party services at the request of the client in its own name and for its own account, the agency hereby assigns to the client all warranty, compensation and other claims to which it is entitled from incorrect, late or non-performance against the outside company. The client undertakes to enforce the assigned claims against the external company before making use of the agency.
11.7. The agency is not liable for the copyright, design or trademark protection or registrability of the work or parts of the work as well as the drafts or other design work that he leaves to the client for use. The agency is not obliged to carry out or initiate research into designs, trademarks or other property rights. This and a review of the property rights situation are arranged by the client himself and at his own expense.
11.8. The agency is not liable for the legal, in particular the copyright, design, competition or trademark permissibility of the intended use of the work or parts of the work or the drafts. The agency is only obliged to point out legal risks insofar as these become known to the agency during the execution of the order.
§12. Place of performance - applicable law - place of jurisdictionThe place of fulfillment is the seat of the agency. It is only the law of the Federal Republic of Germany. If both parties are merchants, the place of jurisdiction is the seat of the agency. In addition, the parties agree on the priority application of the law on contracts for work and services insofar as construction services are affected by the dispute.
§13. Offsetting by the customerThe customer cannot set off counterclaims against claims of the agency that are not based on this contractual relationship. This agreement does not apply if the customer's counterclaim is undisputed or has been legally established.
§14. Side agreementsAdditional agreements to this contract in oral or other form do not exist. Contract additions or amendments must be made in writing. This also applies to changes to this written form clause.
§15. Ineffectiveness of individual provisionsIf any provision of this contract should be or become ineffective, the contract with its remaining provisions shall remain in effect. The ineffective provision is to be replaced by the corresponding statutory provisions.
§16. Delivery of the contractThe customer declares that he agrees to all points of this contract (GTC) when placing the order in writing. Be it by email, signature or verbally.
Status: June 2021
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