Terms and Conditions

Terms and conditions web design

The following terms and conditions apply to all contracts concluded between the service provider (DL) and its client (AG). They also apply to all future business relationships, even if they are not expressly agreed again. Deviating terms and conditions of the client, which the service provider does not expressly recognize, do not become part of the contract, even if the service provider does not expressly object to them.

Involvement of the client

The client undertakes to provide the service provider with all documents necessary to create the website in accordance with the design in good time. This applies in particular to texts, photos, logos, graphics, films, pieces of music, etc.
The client ensures that the documents that he provides to the service provider for the design of the website are not encumbered with third-party rights. He must indemnify the service provider against compensation claims by third parties resulting from the breach of this obligation. The indemnification obligation does not apply if the client proves that he is not at fault.
The client submits the documents in the form agreed with the service provider. In the absence of specific arrangements, the client provides the documents both in printed form and electronically in a standard storage format.
The client undertakes not to recruit our qualified personnel during the term of contracts concluded with us and, in the event that the contractual relationship between a person belonging to our qualified personnel and us should end, irrespective of the legal basis, not to employ the person concerned until twelve months after the termination of that contractual relationship, unless we have brought about the termination or, in individual cases, previously agreed in writing (Section 126 Paragraph 1 BGB) have.

rights of use

The service provider grants the client the right of public access (§ 19 a UrhG), which is unlimited in space and time.
Other uses, in particular the reproduction or distribution of the website or parts thereof (with the exception of works made available by the client himself) in printed form or on other websites that were not designed by the service provider, require the prior written consent of the service provider and must be remunerated in addition.
The service provider is entitled to place his copyright on the website. He has the right to draw attention to his participation in the creation of the website, in particular by means of a reference with a link to his own website.
Changes and editing of the content of the website, in particular updates to texts, images, graphics and tables as well as technical changes, may be made by the client or third parties commissioned by him, even without the consent of the service provider. However, changing and editing the graphic design of the website requires the consent of the service provider.
The right of use is only transferred to the client upon full payment of the remuneration.
The client agrees to the implementation of a site-wide link (i.e. on all accessible URLs of the new website) to the client's website with the note “Powered by WEBNIQUE” or similar. The link does not have to be marked with the HTML attribute “nofollow”. In addition, the client agrees that the legal notice clearly refers to the creation of the website by the contractor, also with a link to the contractor's website (the conditions mentioned above apply).
Client grants contractor unrestricted rights of use for client names and client logo for use in advertising material, testimonials and on the contractor's website.
The contractor grants the client the exclusive, irrevocable, unrestricted, worldwide, sublicensable and transferable right of use for all known, derived and future types of use of the work results eligible for copyright and property rights. The right of use also includes the right to economic exploitation, including the right to register industrial property rights, publication, processing, reproduction and the right to transfer them to third parties for possible subsequent orders.
The contractor's right to dispose of models, methods, modules, standard products, etc. introduced or developed independently of this contract (hereinafter “third-party software”) remains unaffected. The contractor grants the client a simple, irrevocable, unrestricted, worldwide, sub-licensable and transferable right of use, already settled with the respective agreed remuneration. The contractor keeps this third-party software technically clearly separated from the work results in the sense of paragraph (2.8) above in terms of the source and object code.
Insofar as work results developed for the client are or may be the subject of industrial property rights, the client is entitled to make a corresponding registration in his own name and at his own expense. The contractor will refrain from registering in his own name and sign all documents and take any other measures that are necessary or requested by the client to carry out a comprehensive transfer of rights.

Release of data

The service provider provides the client with all data that the client needs to update the website and edit the content. The parties will determine the data format and the type of data carrier by mutual agreement. If no provision is made, the service provider can select a suitable data format and a suitable data carrier.
If the service provider has provided the client with data carriers, files and data, these may only be changed with the consent of the service provider.
The client bears the risk and costs of transporting data carriers, files and data online and offline.

remuneration

The client pays the agreed remuneration to the service provider. If a lump sum payment has been agreed, the service provider may claim additional remuneration for additional services that become necessary due to changes requested by the client or due to unforeseen circumstances for which the service provider is not responsible. This remuneration is calculated according to the hours spent.
Expenses that are necessary to fulfill the order will be reimbursed by the client after submission of the invoices by the service provider.
The service provider creates a list of the third-party services required to fulfill the order and submits them to the client for approval.
If, in individual cases, contracts for third-party services are concluded in the name and for the account of the service provider, the associated costs must be reimbursed to the service provider by the client.

liability

The service provider is not liable for the accuracy and completeness of the factual statements provided by the client about its products, services or company. By approving the websites, the client assumes responsibility for the accuracy of the texts and images. The service provider is not obliged to check the content for legality.
The service provider is only liable for the admissibility and legal validity of the domain if he has expressly committed himself to this and the procurement and registration of the domain is an essential part of the contract.
The service provider creates the website in such a way that it can be set up quickly and completely on the usual browsers using the current state of the art. He is not responsible for ensuring that the website is properly set up even in the event of technical changes that are not carried out by him. In the event of changes and adjustments to new standards, he is not responsible for ensuring that the website also works properly on older browsers. In particular, he is not liable for damage that the client's customers could claim as a result of outdated technology.
The service provider is liable in the event of a breach of essential contractual obligations (cardinal obligations) and for damage to the life and health of persons, even in the event of slight negligence. He is only liable for other damages in the event of intentional or grossly negligent conduct.

Corrections & bug fixes

At the end of the project, WEBNIQUE will notify the client of the completion in text form.
From this point on, the client has a maximum of four weeks to submit a consolidated list of corrections. Corrections must be submitted to WEBNIQUE in an easy-to-understand and comprehensible form.
This process is known as a correction loop. A total of one correction loop is available to the client.
Should technical errors (so-called “bugs”) occur, WEBNIQUE undertakes to eliminate them for a maximum period of 4 weeks.
If the client has already made changes (for example updates or own program codes) to the CMS, it is up to WEBNIQUE to correct errors or not. In any case, WEBNIQUE has no obligation to correct these resulting errors, as the warranty right expires as a result of the aforementioned changes. Errors that are demonstrably not attributable to the client within four weeks of submission will be remedied by WEBNIQUE. WEBNIQUE cannot correct errors caused by the work of third parties.
If WEBNIQUE does not receive a consolidated list of corrections within the period specified in 6.2., the project is considered approved and completed. The right to correct errors and corrections expires.

Final provisions

The invalidity or ineffectiveness of individual provisions of these terms and conditions does not affect the validity of the remaining provisions.
The law of the Federal Republic of Germany applies.
In the event that the client has no general place of jurisdiction in the Federal Republic of Germany or transfers his registered office or habitual residence abroad after conclusion of the contract, the place of residence of the service provider is agreed as the place of jurisdiction.

Graphic Design Terms and Conditions

The following terms and conditions apply to all contracts concluded between the service provider and its client. They also apply to all future business relationships, even if they are not expressly agreed again. Deviating terms and conditions of the client, which the service provider does not expressly recognize, do not become part of the contract, even if the service provider does not expressly object to them.

Copyright and rights of use

The drafts and final artwork may not be changed either in the original or during reproduction without the express consent of the service provider. Any complete or partial imitation is prohibited.
The service provider transfers to the client the rights of use required for the respective purpose of use. Unless otherwise agreed, only the simple right of use is transferred. In any case, even if he has granted the exclusive right of use, the service provider remains entitled to use his drafts and reproductions of them in all media as part of self-promotion.
A transfer of usage rights to third parties requires a written agreement between service provider and client.
The rights of use are transferred to the client only after full payment of the remuneration.

remuneration

The remuneration is net amounts, payable plus statutory value added tax and without deduction.
The fees are due upon delivery of the designs. If the designs are accepted in parts, a partial payment is paid upon acceptance of the first partial delivery, which amounts to at least half of the total remuneration.
Any reuse of the drafts and final artwork requires the prior written consent of the service provider. The same applies to uses that go beyond the originally agreed or intended scope. The client must pay a contractual penalty of 100 percent of this remuneration for any new or additional use that is made without the consent of the service provider, in addition to the appropriate remuneration for the use in question.

Ownership, obligation to return

Only rights of use are granted to drafts and final artwork, but no ownership rights are transferred. The originals must be returned undamaged to the service provider no later than three months after delivery, unless otherwise agreed in writing.
In the event of damage or loss of the designs or final works, the client must reimburse the costs necessary for restoration. The service provider's right to claim further damage remains unaffected.

Release of data

The service provider is not obliged to hand over data carriers, files and data unless this is absolutely necessary for the exercise of the granted right of use. If the client also wishes the service provider to provide him with data carriers, files and data, this must be agreed in writing and paid separately.
If the service provider has provided the client with data carriers, files and data, these may only be changed with the consent of the service provider.
The client bears the risk and costs of transporting data carriers, files and data online and offline.
The service provider is not liable for errors in data carriers, files and data that arise when data is imported into the client's system.

Liability and warranty

The service provider is only liable for damage that he himself or his vicarious agents cause intentionally or through gross negligence. This excludes damage resulting from the breach of a contractual obligation, which is essential for achieving the purpose of the contract (cardinal obligation), as well as damage resulting from injury to life, body or health, for which the service provider is liable even in the event of slight negligence.
Claims by the client arising from a breach of duty by the service provider or its vicarious agents expire one year after the start of the statutory limitation period. This excludes claims for damages based on an intentional or grossly negligent breach of duty by the service provider or its vicarious agents, and claims for compensation due to injury to life, body or health, even if they are based on a slightly negligent breach of duty by the service provider or its vicarious agents; the statutory limitation periods apply to these claims for compensation.
The sending and return of works and templates is at the risk and for the account of the client.
With the acceptance of the work and with the approval of drafts and final artwork, the client assumes responsibility for the accuracy of text and image, with the result that the service provider's liability is waived in this respect.
The service provider is not liable for the copyright, design or trademark protection or registrability of the drafts and other design work that it provides to the client for use. The client must carry out design, patent or trademark searches himself and on his own account.
In no case is the service provider liable for the legal, in particular competition and trademark law, admissibility of the intended use. However, he is obliged to inform the client of any legal risks, provided that they become known to him when carrying out the order.
The client is obliged to examine the work provided by the service provider within a reasonable period of time after receipt and to notify the service provider of any defects. The complaint of obvious defects must be made in writing within two weeks of delivery of the work, and the complaint of non-obvious defects must be made within a period of two weeks after the defect has been identified. To comply with the notification period, it is sufficient to send the complaint in good time. In the event of a breach of the inspection and notification obligation, the service provider's work is considered approved in view of the defect in question.

templates

The client assures that he is entitled to use all templates provided to the service provider and that these templates are free from third-party rights. If, contrary to this insurance, he is not entitled to use them or if the templates are not free from third-party rights, the client indemnifies the service provider from all claims for compensation by third parties. The indemnification obligation does not apply if the client proves that he is not at fault.

Final provisions

The invalidity or ineffectiveness of individual provisions of these terms and conditions does not affect the validity of the remaining provisions.
In the event that the client has no general place of jurisdiction in the Federal Republic of Germany or transfers his registered office or habitual residence abroad after conclusion of the contract, the place of residence of the service provider is agreed as the place of jurisdiction.

General terms and conditions for search engine optimization

Subject of the conditions

Webnique GmbH, Sonnenstraße 6, 80331 Munich (hereafter: WEBNIQUE) provides the client (hereafter: AG) with services in the area of marketing of websites and search engine optimization. All services are provided exclusively on the basis of the following general terms and conditions.
Amendments to these terms and conditions will be notified to the client by email no later than two months before the proposed date of their effective date. The AG's consent to these changes is deemed to have been given if it has not notified WEBNIQUE of its rejection before the proposed date for the changes to take effect. WEBNIQUE will specifically draw the AG's attention to this approval effect in its communication.

Conclusion of contract

At the request of the AG, WEBNIQUE will send the AG a written description of services and a registration form. By returning the completed and signed registration form to WEBNIQUE, the AG submits a binding contract offer. The contract is concluded upon acceptance or confirmation of this offer by WEBNIQUE.
The AG declares that the information it provides to WEBNIQUE is accurate, truthful and up to date. He is required to inform WEBNIQUE immediately of any changes.
The information provided by the AG about its existing shop/content management system, planned hardware changes or changes to functional aspects of the page layout cannot be checked by WEBNIQUE for accuracy. The AG is solely responsible for this information.

Services, prices

WEBNIQUE provides the AG with services in the area of marketing websites and search engine optimization in accordance with the specific order placed. Details of the nature and scope of the contractual services can be found in the service description or cost estimate.
WEBNIQUE is entitled to commission subcontractors to process individual or all contractual obligations.

Obligations of the AG

Depending on the service agreement, WEBNIQUE optimizes the search terms defined with the AG in the relevant search engine with the aim of reputable and professional marketing of the AG's website. The AG supports WEBNIQUE in fulfilling the contractually agreed services. This includes, in particular, that information and data material are made available in good time, insofar as they are necessary for fulfilment.
The AG is exclusively responsible for the content and legal admissibility of its website and for the legal admissibility of the information provided by the AG, such as search terms, keywords and the terms to be optimized. The same applies to the search terms, keywords and terms to be optimized by the AG, which are based on a suggestion from WEBNIQUE as part of a competitor analysis. WEBNIQUE is not obliged to check or monitor whether the content of the website or the search terms, keywords and terms to be optimized provided or selected by the AG infringe the rights of third parties or meet the requirements of the respective search engine operators. In this respect, the AG exempts WEBNIQUE from all claims by third parties. If the client recognizes that an infringement of the law is imminent, or if there is evidence of this, WEBNIQUE must be informed of this immediately.
The AG undertakes to inform WEBNIQUE immediately and completely of any defects that occur. Any error messages displayed must be logged by the client and, if possible, transmitted to WEBNIQUE in the form of a screenshot.

warrant

The publication of a website and its positioning in search results is entirely at the discretion of the respective search service provider. WEBNIQUE therefore assumes no liability for the publication of a website by a specific search service provider or the achievement of a specific positioning in search results and is also not liable in the event that the website is not published or deleted by one or more search services.

liability

The liability of WEBNIQUE and its legal representatives, employees or vicarious agents for damage in connection with the use of WEBNIQUE services — irrespective of the legal reasons — is excluded.
This limitation of liability does not apply if the cause of damage is due to intent or gross negligence. It also does not apply in the event of injury to life, body or health. If WEBNIQUE breaches an obligation whose fulfilment enables the proper execution of the contract in the first place and on whose compliance the AG may rely (essential contractual obligation), the obligation to pay compensation is limited to the foreseeable, typically occurring damage. Liability based on guarantees and in accordance with the provisions of the Product Liability Act also remains unaffected.

offsetting

Offsetting against counterclaims by the AG is only permitted if the counterclaims are undisputed or have been legally established.

secrecy

The documents, knowledge and experience provided to the AG, with the exception of the SEO in-house workshop documents, may only be used for the purposes of this contract and may not be made available to third parties unless they are intended to be made available to third parties. Third parties are not assistants brought in to carry out the contractual relationship, such as freelancers, subcontractors, etc.
For each case of culpable infringement of Section 8.1, the AG undertakes to pay WEBNIQUE an appropriate contractual penalty. The amount of the contractual penalty is determined by WEBNIQUE at its reasonable discretion and must be reviewed by the competent court in the event of a dispute.

Final provisions

WEBNIQUE points out that WEBNIQUE employees are not authorized to make oral agreements. Verbal agreements require
their validity is therefore always confirmed in writing.
The contractual relationships are governed exclusively by German law. The place of jurisdiction is Munich.
Should any provision of this agreement be invalid, ineffective or unenforceable in whole or in part or lose its legal effect later, this shall not affect the validity of the other provisions.