Netwitcher UG (haftungsbeschränkt)
Kochhannstraße 6
10249 Berlin
Deutschland
hereinafter: Provider
These General Terms and Conditions (GTC) apply to all contracts concluded between the Provider and the Customer.
Terms and conditions of the Customer deviating from these GTC do not apply, unless the provider and the Customer have expressly agreed to it.
The Provider does not conclude contracts with Consumers or private individuals. His offer is directed exclusively to entrepreneurs.
The service offered by the Provider includes, among other things, the creation or development of websites. A detailed agreement on the services provided is part of the contract concluded individually between the Provider and the Customer.
If the Customer wants to make use of the services of the Provider, the Customer first makes an inquiry to the Provider with a detailed description of the desired services. This request represents an invitation to the Provider to submit an according offer. The Provider will examine -to the best of his knowledge and belief - whether the requests of the Customer described in the inquiry are complete, clear, feasible, free of contradictions and suitable for the desired realization and will prepare an offer on this basis. However, the Provider will not carry out a legal review of the Customer's request. Only if the Customer accepts the offer of the Provider, a contract between the Provider and the Customer is concluded.
If the offer of the Provider contains drafts, samples or creative proposals, but no contract is concluded, the Customer has no claim to the handing out of the drafts, samples, creative proposals or, if applicable, the associated source codes, copies, etc. In this case, the Customer must delete all copies, destroy them and/or return them to the Provider.
The Customer is obligated to name a contact person to the Provider who will monitor and support the assignment and who is authorized to issue legally binding declarations of intent in the name of the Customer. The Provider shall also name such a contact person to the Customer.
Insofar as the conclusion of a data processing agreement (DPA) is required for individual services in accordance with Art. 28 GDPR, both contracting parties undertake to conclude such a contract before the start of the provision of the services in question. The DPA shall in principle be provided by the Provider.
The Customer is obliged to provide all necessary information, data (e.g. for the imprint), works (texts, images, layouts, graphics, etc.) and accesses for the purpose of fulfilling the assignment in a complete, timely and correct manner.
The Customer is responsible for the procurement of the material for the design of the web pages and other works (e.g. graphics, texts), unless the Provider and the Customer have expressly agreed otherwise. If the Customer does not provide the material or does not provide it in a timely manner and does not make any further specifications, the Provider shall be authorized, at its own discretion, to use image material from common providers (e.g. stock photo providers) or to provide the corresponding parts of the website with a placeholder, in compliance with the copyright labeling requirements.
If the Customer provides the (necessary) cooperation or supportive input late, the Provider is not liable for any delays including delays in the implementation of any projects resulting from this.
If the Customer supplies the Provider with texts, images or other content within the scope of the assignment, the Customer is responsible for ensuring that this content does not infringe any rights of third parties (e.g. copyrights). The Provider is by law to provide legal advice services to the Customer. In particular, the Provider is not obligated and not authorized to do a legal check of the Customer's business model and/or the works (texts, images, layouts, graphics, etc.) created or acquired by the Customer himself for their compatibility with applicable law and, in particular, will not conduct any trademark research or other property right collision checks with respect to the works provided by the Customer. If the Customer gives specific instructions regarding the work to be produced, he shall be liable for this himself.
If the Customer does not comply with his obligations under this clause, the Provider may charge the Customer for the time spent on this (e.g. costs for stock photos and time spent searching for them).
The Provider is entitled to demand acceptance of the contractually owed work in writing. The Customer owes a written acceptance only if the Provider requests him to do so. The provisions of acceptance as stated on the Civil Code remain unaffected.
The acceptance period in accordance to § 640 (2) sentence 1 BGB (German Civil Code) shall be set at 2 weeks starting from the notification about the completion of the work, unless a longer acceptance period is required in individual cases due to special circumstances, in which case the Provider shall notify the Customer separately. If the Customer does not comment within the acceptance period or does not refuse acceptance due to a defect, the work shall be deemed accepted.
The Provider and the Customer shall conclude an individual contractual agreement on the remuneration for the assignment, which in principle shall be based on the offer.
An insignificant defect shall not constitute grounds for claims for defects. The choice of the type of supplementary performance lies with the Provider. The limitation period for claims based on defects and other claims is one (1) year; this reduction of the limitation period does not apply to claims resulting from intent, gross negligence or injury to life, limb or health by the Provider. The limitation period shall not begin again if a replacement delivery is made within the scope of liability for defects. Otherwise, the statutory warranty for defects remains unaffected.
The liability of the Provider for all damages is limited as follows: In the event of a slight degree of negligence regarding the breach of a material contractual obligation ("cardinal obligation"), the Provider's liability shall be limited in each case to the amount of the damage foreseeable at the time of conclusion of the contract and typical for the contract. Cardinal obligations are obligations whose fulfillment is essential for the proper execution of the contract and on which a party may regularly rely. This limitation of liability shall not apply in the event of gross negligence or intentional acts or in the event of mandatory statutory liability, in particular in the event of the assumption of a guarantee or culpable injury to life, limb or health. The above liability provision shall also apply in regard to the liability of the Provider for its vicarious agents and legal representatives.
The Customer indemnifies the Provider from any claims of third parties, which are asserted against the Provider due to violations of the Customer against these GTC or against applicable law.
After full payment of the assignment by the Customer, the Provider grants the Customer a simple right of use to the corresponding work results at the time of their creation. Further rights can be agreed upon in individual contracts.
Unless otherwise agreed, the Customer expressly grants the Provider permission to present the project to the public in an appropriate manner for the purpose of self-promotion (references/portfolio). In particular, the Provider shall be entitled to advertise the business relationship with the Customer and to refer to itself as the author on all advertising materials created and in all advertising measures, without the Customer being entitled to any remuneration for this..
Furthermore, the Provider shall be entitled to place its own name with a link in an appropriate manner in the footer and in the imprint of the website(s) created by the Provider, without the Customer being entitled to any claim to remuneration for this.
The Provider shall treat all business transactions of which he becomes aware as strictly confidential, in particular print documents, layouts, storyboards, numerical material, drawings, tapes, images, videos, DVDs, CD-ROMs, interactive products and such other documents containing films and/or radio plays and/or other copyrighted materials of the Customer or companies affiliated with the Customer.
The Provider undertakes to impose the duty of confidentiality on all employees and/or third parties (e.g. suppliers, graphic designers, programmers, film producers, sound studios, etc.) who have access to the aforementioned business transactions.
The obligation to maintain secrecy shall apply for an unlimited period of time beyond the duration of this contract.
The contracts concluded between the Provider and the Customer are subject to the substantive law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
If the Customer is a merchant, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in Germany, the Parties agree that the registered office of the Provider shall be the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction shall remain unaffected.
In the event of any inconsistencies between the German and the English version, the German version shall prevail.
Status: 20.06.2024