The contenance GmbH offers companies creative services in the areas of communication design, classic print design, web design and web programming, as well as the development of specialized web solutions and mobile applications.
- The services, offers and deliveries of contenance GmbH shall be carried out exclusively on the basis of our general terms and conditions. Our GTC shall also apply to all follow-up orders, even if they are not expressly agreed again. These terms and conditions shall be deemed accepted at the latest upon acceptance of the service.
- Deviating business conditions of the customer shall not be recognized by contenance GmbH.
- Any deviations require express written confirmation from contenance GmbH to be effective.
2. OFFER AND ORDER CONFIRMATION
- The offers of contenance GmbH in brochures, advertisements or Internet presentations are - also with regard to prices - subject to change and non-binding.
- On our order form, the customer declares the binding request to conclude a contract. The application is deemed to be accepted if we have not declared our rejection within a period of 14 days from the date of the order.
- contenance GmbH is entitled to use third parties to provide services, in particular to have programming and graphics work carried out by third parties. The exclusive contractual partner is contenance GmbH. The customer shall only be permitted to maintain direct contact with these third parties with the prior consent of contenance GmbH. The customer acknowledges this provision as an essential contractual obligation.
3. SUBJECT OF PERFORMANCE
- In accordance with the provisions of these GTCs, contenance GmbH and its partners undertake the consulting, conception of marketing measures, design measures, programming and installation of software products for the customer.
- The development of conceptual and design proposals is carried out against payment of the fee agreed with the client (conception fee). The conception fee will be credited against the agency's remuneration if the order is placed. The installation of software products includes the testing of the installation environment and the actual installation of the software for use. Further services are to be agreed separately. The placement and maintenance of a new website or the takeover of an existing website on the Internet requires the conclusion of a special website hosting contract. Such a contract is merely brokered by contenance GmbH; the contractual relationship is established with the hosting provider.
- The software products shall, at the discretion of contenance GmbH, be usable via the usual services or usage protocols.
- For the execution of the contract, the customer shall hand over the necessary basic material, in particular texts, data, moving and still pictures, illustrations, graphics, logos and other materials and information in digital form to contenance GmbH. The procurement of the basic material is not owed by contenance GmbH. Further services such as the creation of the necessary content, corporate design, creation of advertising material, images, additional modules such as web shop, layout templates for pdf export etc. must be agreed separately.
4. TECHNICAL SPECIFICATIONS, IMPLEMENTATION OF PROGRAMMING
- The customer must hand over the base material to contenance GmbH without delay. If the customer does not hand over the basic material in time, the agreed execution periods shall be extended accordingly, and contenance GmbH may, after a written request with an appropriate deadline, withdraw from the contract, excluding any claims for damages by the customer. The advance payment shall remain with contenance GmbH, or the customer shall owe a pro rata remuneration for the services rendered so far. The basic material must be made available in formats - to be determined by contenance GmbH.
- The contenance GmbH will program, adapt and install the software products on the basis of the basic material, the advertising material.
- The created advertising material, the installed software products are to be checked by the customer immediately; an adjustment process is included in the price. Any further adaptation or subsequent change shall be charged by contenance GmbH at the prices valid at the time. Service and maintenance can be ordered additionally and shall be charged according to the price list of contenance GmbH valid at the time.
- The advertising material shall be released by countersignature, the software products shall be considered as accepted when contenance GmbH notifies the customer of the installation. A separate acceptance is not required, commissioning shall be deemed to be equivalent to acceptance.
- If the customer is in arrears with payment obligations to contenance GmbH, contenance GmbH may interrupt its work until receipt of the customer's payments; the execution periods shall be extended accordingly. Further rights of contenance GmbH according to these GTC and according to the legal regulations are reserved
5. REMUNERATION AND PAYMENT CONDITIONS
- All prices are net prices and do not include the applicable VAT. If contenance GmbH provides the contractual services at a location of the customer, the travel and catering costs shall be paid separately at the applicable rates.
- Unless otherwise agreed in writing, the agreed remuneration shall be due as follows: 50 % upon conclusion of the contract and 50 % after completion of the order. Otherwise the invoices are payable: within 10 days from the date of invoice strictly net. At this point we would like to point out that we transfer our invoice in the factoring procedure to Robert Wolf GmbH, Esslinger Straße 7 in 70771 LE-Echterdingen (www.wolf-factoring.de). You, for your part, pay the respective invoice amount to Robert Wolf GmbH to the following bank account, discharging the debt: Deutsche Bank I Account 850 835 000 I Sort code 600 700 70 - IBAN: DE 07 600 700 700 700 850 835 000 I SWIFT/BIC: DEUTDESSXXX Of course we remain your exclusive contact and the conditions agreed with you as well as your legal position remain completely unaffected by this procedure and you will not incur any costs or disadvantages.
- If the customer is in default of payment for a period of more than 4 weeks, or if the customer is in default with an amount of more than € 500.00 EUR despite a written reminder, contenance GmbH shall be entitled to terminate the contract without notice. Claims for damages and other legal claims of contenance GmbH remain reserved. From the due date, contenance GmbH is entitled to charge interest on arrears at 8% above the respective base rate.
6. RESERVATION OF Property
We reserve the right of ownership of the goods / service until all invoices from the business relationship with the customer have been paid. Insofar as we agree with the customer on payment of the price on the basis of a cheque/bill of exchange procedure, the reservation also extends to the encashment by the customer of the bill of exchange accepted by us and does not expire when the cheque received is credited to our account. Pledging or transfer of ownership by way of security is not permitted. In the event of default of payment by the customer, contenance GmbH shall be entitled to demand return of the reserved goods / services without withdrawing from the contract and without the need to set a deadline. However, until the reserved goods are collected, the customer shall remain entitled to avert this by full payment of all outstanding invoices. After taking back the goods, contenance GmbH shall be entitled to dispose of them by private contract in a manner customary in the industry. The proceeds of such utilization, less reasonable utilization costs, shall be credited against the liabilities of the customer. contenance GmbH shall also be entitled to deactivate the created software and to take it off the network.
7. Provision of the basic material by the customer or by contenance GmbH, release
- The customer assures that he is entitled to make the basic material available to contenance GmbH. Insofar as copyrights, trademark rights and/or other industrial property rights of third parties exist for the basic material, the customer shall ensure that he is in possession of the necessary licenses, in particular that he is entitled to digitalize images, photographs, films, logos, signs and other representations, designs and information, to incorporate them into the software and to use them as part of the software, and/or to grant these powers to contenance GmbH. The customer shall be responsible for the texts (contributions/pictures/etc.) created and put online by him, and shall indemnify contenance GmbH to the full extent for possible claims by third parties.
- If third parties claim against contenance GmbH that the inclusion of base material in software products infringes copyrights, trademark rights and/or industrial property rights of third parties, contenance GmbH shall inform the customer of this immediately in writing. The customer undertakes to indemnify contenance GmbH in this respect from any liability towards third parties, to support contenance GmbH in the legal defense, and to assume any amounts of damages plus the costs of the appropriate legal defense from contenance GmbH on request.
8. CHANGES / OBLIGATIONS TO COOPERATE
- If the customer does not hand over the basic material or other documents and information in good time, the agreed execution deadlines shall be extended accordingly, and contenance GmbH may, after a written request with an appropriate deadline, withdraw from the contract to the exclusion of any claims for damages by the customer. The advance payment shall remain with contenance GmbH, or the customer shall owe a pro rata remuneration for the services rendered so far. The customer may request changes and/or additions to the design proposals until the presentation of the design proposals, for the installation of the software. In this case, contenance GmbH shall interrupt the work and check whether the modification is technically feasible and reasonable, taking into account the operational capacity of contenance GmbH. The additional cost shall be determined and invoiced to the customer.
- In the case of a request for modification according to § 8 para. 1, the execution deadlines shall be extended by the number of days on which the work was interrupted by contenance GmbH as a result of the request for modification. For the duration of the interruption, contenance GmbH may demand a reasonable additional remuneration, if and to the extent that the employees affected by the interruption could not be deployed elsewhere and the customer was informed of this in writing.
- contenance GmbH shall notify the customer of the completion of the advertising materials, the installation of the software products and/or other commissioned services.
- After successful installation, contenance GmbH will instruct the customer in the use of the software within two hours. Instructions over longer periods or for several persons can be ordered separately.
10. GRANTING OF RIGHTS BY CONTENANCE GMBH
- contenance GmbH grants the customer the unrestricted and exclusive right to use the advertising material, software in accordance with the contract. The customer is not permitted to use the service provided or parts thereof, insofar as they are protected by copyright, in any other way than that contractually agreed with contenance GmbH. In this respect, contenance GmbH shall be entitled to affix a copyright notice in the software in the usual commercial form, in particular contenance GmbH shall be entitled to name the customers as references and to use corresponding extracts for advertising purposes.
- Furthermore, contenance GmbH is entitled to keep a copy of the adapted software for archiving purposes.
11. LIABILITY FOR Defects
- contenance GmbH assumes liability for material defects to ensure that the services meet the usual requirements and characteristics. If artwork or proofs have been approved, any errors in content, presentation and colour shall be borne by the customer. However, it is pointed out that according to the state of the art it is not possible to exclude errors in data processing programs under all application conditions.
- Any liability for defects on the part of contenance GmbH shall not extend to defects caused by external influences or by non-compliance with the conditions of use contained in the software. It shall not apply if the customer modifies the software himself or has it modified by third parties without the consent of contenance GmbH, unless the customer proves that the defects were not caused by such modifications, and that the correction of the defects by the modifications is not insufficient.
- In the case of defects in the software, contenance GmbH shall provide subsequent performance, at its discretion, either by repairing the software or by producing new software. If the subsequent performance fails, the customer may reduce the remuneration. Compensation cannot be claimed.
- The customer's claims for defects become time-barred within one year after the installation of the software.
12. LIMITATION OF LIABILITY
- contenance GmbH shall be liable, irrespective of the legal grounds, only in accordance with the following provisions of these GTC.
- Unless otherwise provided for in the following § 12 (3) to (4), any liability of contenance GmbH for damages - irrespective of the legal nature of the asserted claim and also after expiry of any deadline set for performance - is excluded. Subject to the following § 12 (3) to (4), contenance GmbH is in particular not liable for the replacement or elimination of damage which has not occurred to the software itself, e.g. due to loss or faulty processing of data. Neither is contenance GmbH liable, irrespective of the legal grounds, for loss of profit, failure to make savings, damages from third-party claims and other indirect and consequential damages.
- Claims for damages by the customer due to delay or impossibility of performance by contenance GmbH shall be limited to the value of that part of the service which cannot be used as contractually intended due to the impossibility or delay.
- The limitations of liability in accordance with § 12 Para. 1 to Para. 3 do not apply to bodily injury, damage to health and life, as well as personal injury and damage to property in accordance with the Product Liability Act, and for damage for which contenance GmbH is responsible with intent or gross negligence. Furthermore, they shall not apply in the case of fraudulent concealment of a defect or the assumption of a guarantee of quality and/or for damages that have occurred as a result of a slightly negligent breach of essential contractual obligations (cardinal obligations). In these cases the following applies:
- contenance GmbH shall be liable for injury to life, body or health and/or for personal injury and/or damage to property under the Product Liability Act in accordance with the statutory provisions.
- contenance GmbH shall be liable in accordance with the statutory provisions for its own intentional or grossly negligent conduct and for the corresponding conduct of its vicarious agents.
- In the event of fraudulent concealment of a defect or the assumption of a guarantee of quality and/or for damages resulting from a slightly negligent breach of essential contractual obligations (cardinal obligations), contenance GmbH shall be liable in accordance with the statutory provisions, but in the latter case only to the amount of the typically foreseeable damage.
- The customer agrees that the personal data received within the scope of the business relationship may be stored and processed by contenance GmbH.
- contenance GmbH shall treat all business matters and processes, information, documents and data of the customer that come to its knowledge in the course of its activities as confidential. This also applies to employees of contenance GmbH.
- The Customer is responsible for the legality of the messages and services distributed by and available from his connection, as well as for the operations and transactions carried out through his connection. The customer shall ensure compliance with the relevant provisions if he/she makes changes to the services provided.
- German law applies.
- If the customer is a merchant or has no general place of jurisdiction in Germany, Stuttgart shall be the exclusive place of jurisdiction for all disputes between the customer and contenance GmbH. This shall also apply to proceedings concerning cheques and bills of exchange.
- The customer shall only assign his rights under this contract to third parties with the prior written consent of contenance GmbH; § 354 a HGB remains unaffected.
- The customer shall only be entitled to offsetting rights if his counterclaims have been legally established, are undisputed or have been acknowledged by contenance GmbH.
- Supplements or amendments to these GTC must be made in writing.