General Terms and Conditions (GTC) Website construction
1. Subject matter
1.1. The company websites.online, respectively subcontractors operating on behalf of webseiten.online provide services in the field of "website construction". The details of the services are based on the service description prepared by the website.online in accordance with clause 3.1.
1.2. The following General Terms and Conditions (GTC) apply exclusively to all contractual relationships between the website.online and the customer (contractor). Counter-confirmations of the client with reference to his own terms and conditions are hereby expressly contradicted. Deviations from these General Terms and Conditions are only effective if they are confirmed in writing by websites.online. Special conditions agreed for certain services shall take precedence in the event of a collision.
2. Establishing the contract
2.1. The contract is concluded by the order of the customer (offer) and its acceptance by webseiten.online.
2.2. The acceptance of the order by webseiten.online takes place either expressly by appropriate notification or by conclusive action, at the latest by the provision of the first performance act.
2.3. Website.online is entitled to refuse acceptance of the order without giving reasons.
3.1. Service Package – Website
3.1.1. Web pages.online or the subcontractors provide the commissioned services in accordance with the selected service package from the sales order and the associated facilities, which are part of the contract.
These include: A.:
Design of a website created with the Content Management System (CMS) WordPress including the use of use – according to the details – including the establishment of one/more domain/s registered to the customer in accordance with chedomain-GTC. In the event that none of the three specified desired domains (see order form) is available at checkdomain, a free domain is searched in consultation with the customer, whereby additional lysm is paid for considerable additional effort in the search for a free domain. Updates, such as the exchange of texts, images or design elements, are billed at an hourly rate of 75,00,-€ net.
In addition to site construction, the customer has a total of 8 hours for project manager services for the "Website" product and 4 hours for project manager services for the product "Landingpage". These project manager services as well as the estimated time required include, but are not telephone or personal meetings with the customer, the preparation of logs and the execution/execution of corresponding requests for changes. If the 8-hour working time (for the product "Website") and the 4-hour working time (for the product "Landingpage") for the briefing interview, the minutes and changes after the first draft are not sufficient, an additional amount of EUR 75.00 plus EUR 75.00 will be added per hour. VAT. The additional working time will be charged to the customer every minute.
3.1.2. The customer is obligated to provide impeccable and suitable content to be integrated into the website in an appropriate digital form. The customer is liable for their content, in particular for not violating the rights of third parties through the content and to comply with all legal requirements for the respective website. The customer provides the necessary cooperation services (delivery of logos, images, text modules) and grants websites.online the rights of use necessary for the fulfilment of the contract to the extent necessary.
3.1.3. All materials and information to be provided by the customer are provided by the customer to RBAV on time and at his own expense. The customer is solely responsible for their suitability for the intended use, their correctness, their timeliness and the legal admissibility of the use. The information to be provided by the customer includes, but is not applicable, all data and information required for the imprint and in any other way in accordance with the TMG or other legal regulations. It is the sole responsibility of the customer to clarify the legal admissibility and any mandatory information with regard to the content and designs to be published before publication. to be clarified. Website.online is not subject to a legal obligation to check the contents of the websites.
3.1.4. The customer can purchase the respective product either with a one-time payment or with an instalment payment of up to 6 months. Only with the full payment of all instalments will all rights of use of the website be transferred to the customer.
3.1.5. Technical support is provided by telephone or in writing by websites.online. Technical support is limited to the services booked accordingly and the associated time restrictions.
4.1. After completion of the design and notification of webseiten.online to the customer, the customer will receive the first draft within 14 days or web pages.online to notify any requests for changes. This also applies to the change requests implemented in one of the change loops. The design or the change shall be deemed to have been accepted if the customer does not refuse acceptance in writing and stating reasons within the 14 days.
4.2. Source codes and corresponding documentation will not be handed over to the customer in principle, unless this was previously agreed in writing at the time of conclusion of the contract.
5. Prices and billing modalities
5.1. The customer owes the relevant remuneration, depending on the selected service package, plus the applicable VAT. The remuneration is due at the latest upon acceptance of the service by the customer and within 14 days after receipt of the invoice or after acceptance of the service by bank transfer to the account of websites.online or is collected by the websites.online. The direct debit will be debited 5 days after the invoice date. The pre-notification deadline is reduced to 5 days. The customer agrees to cover the account. Costs incurred as a result of non-redemption or chargeback of the direct debit shall be borne by the invoice recipient. If the total amount is paid incl. VAT in advance you will receive a 2% discount on the net amount. The invoice is due in the middle of the following month after the contract date.
5.2. If the customer chooses the "Instalment Payment" variant, the agreed amount is due monthly. To collect the claim, he can give websites.online a Basic SEPA mandate. In the case of 0% financing (2, 3, 4, 5 or 6 months), the first instalment is due by direct debit after contract date in the middle of the following month.
5.3. If the customer is in default with his payment obligations, website.online is entitled to discontinue the contractually supplied services after a one-time reminder and to terminate the contractual relationship without notice. During the delay, interest on arrears of 8% above the ECB's respective base interest rate shall be paid by the customer. If the customer is in arrears with the payment of the agreed instalments, which reaches at least the amount of an instalment, websites.online can demand payment of the entire outstanding amount at once.
5.4. If the domain registration is made via webseiten.online, the costs for the domain must be paid annually in advance.
6.1. A shortcoming include: incorrect programming or design, incorrect content or the lack of functionality of the Internet presence. An assessment of creative design based on purely subjective criteria is only deficient if it deviates from agreed specifications.
6.2. A negligible impairment is not taken into account. Web pages.online or the subcontractors working for websites.online strive to implement the commissioned services according to current technical standards.
6.3. The warranty period is twelve months and begins with acceptance or in the case of partial acceptance with this partial acceptance.
6.4. Defects that are not already listed in the acceptance declaration, the customer must report to website.online immediately in writing after discovery.
6.5. The warranty is waived if the customer changes programs himself or has them changed by third parties without the delay of websites.online inconclusive expiry of a grace period set by the customer or for other significant reasons in order to enable a contractually justified use of the program.
7. Obligations of the customer and indemnification of liability
Websites.online and subcontractors operating for websites.online owe only the contractually agreed services. Website.online is liable for damages due to culpable breach of essential contractual obligations (cardinal obligation) by employees of websites.online or vicarious agents in a manner that jeopardises the purpose of the contract or in cases where damage is due to gross negligence or intent on the part of websites.online or one of its vicarious agents. Liability for compensation for the lost profit is excluded. Liability for guaranteed properties, personal injury or other mandatory legal regulations remains unaffected by this. Website.online accepts no liability for damages due to the services offered by the customers on the website or because of the contents of the website itself, in particular websites.online is not liable for the violation of industrial property rights. The decision whether and to what extent the customer accepts recommendations from websites.online is up to the customer himself, a liability for this on the part of websites.online is excluded. Website.online is not liable for the legal admissibility of the website. The same applies to the creation and optimization measures carried out by the customer on the basis of the recommendations of webseiten.online.
8.1. The contract is concluded for the agreed duration (fixed term) – a maximum of 24 months.
9. Final provisions
9.1. Should individual provisions of this contract be or become void, ineffective or unenforceable in whole or in part, the validity and enforceability of the remaining provisions shall not be affected. The void, ineffective or unenforceable provision shall be deemed to be replaced by that effective and enforceable provision which comes closest to the economic purpose pursued by the void, ineffective or unenforceable provision in accordance with the object, time, place and scope.
9.2. Changes to these General Terms and Conditions will be communicated to the Client by e-mail no later than one month before they take effect. Customer's consent to these changes shall be deemed to have been granted if he has not notified website.online of his rejection before the proposed date of effective time.
9.3. The place of performance is Duisburg. The exclusive place of jurisdiction for all disputes arising from this contract is Duisburg, if the customer is a merchant, a legal entity under public law, a special fund under public law or in Germany without jurisdiction. It is not necessary to sue the customer at his general place of jurisdiction. This contract and the agreements and claims based on it are governed exclusively by the law of the Federal Republic of Germany to the exclusion of the provisions on the uniform UN Sales Law on the purchase of movable property (CISG).
General Terms and Conditions (GTC) Search Engine Optimization (SEO)
1. Subject matter, contracting parties, conclusion of contract
1.1. The subject of the General Terms and Conditions are contracts between the website.online (hereinafter referred to as "provider") and customers (hereinafter: client) about the optimization and further development of the client's website (hereinafter SEO performance).
1.2. Unless otherwise expressly agreed in the order, the contractual relationship between the provider and the client shall be governed exclusively by the written contract in accordance with paragraph. (3) and the following general terms and conditions, which form an essential part of the contract.
1.3. Subject to conflicting individual agreements, the contract is generally concluded by written or e-mail confirmation or by sending the signed offer by the client to the responsible contact person (media consultant) at the provider. The provider is entitled not to accept new offers without giving reasons. The General Terms and Conditions are also the basis for oral or telephonic order confirmations.
1.4. These General Terms and Conditions shall also apply in their current version to future relevant business relations with the Client, without the need for their re-inclusion
1.5. General terms and conditions of the client do not apply, even if the provider does not expressly contradict these terms and conditions of the client.
1.6. The client is aware that he has legal statements (e.g. offers, order confirmations, invoices, indications of changes to the GTC, etc.) by e-mail. These shall be deemed to have been received if, under normal circumstances, they are available in the client's e-mail inbox, which the client has indicated to the supplier.
2. Guarantee and transfer of rights, exemption of claims
2.1. The provider has the right to conclude contracts with competitors of the client for the optimization and further development of websites.
2.2. By sending the contents to the customer, the provider transfers all copyright, performance protection and other rights necessary for the use of the contents on the contractual website.
2.3. With the integration of the sent contents of the provider by the client, the client is liable for these contents.
2.4. The client grants the provider a simple right of use to the trademarks, marks and company names and logos related by the client exclusively for the purpose of self-promotion (online or offline) by the provider. The client warrants that he is entitled to grant such a right of use.
3. Rights and obligations of the provider
3.1. Services and scope of services of the provider are governed by the agreements concluded in the contract.
3.2. If no agreement has been made in the contract, the booked SEO services are a purely technical advice (not implementation) by the provider.
3.3. Basically, the provider divides his work in the field of SEO into the three areas:
- On-Page Optimizations
In particular, advice in the form of analyses, keyword searches, suggestions for optimising existing texts, etc. is provided here. pp. taken over
In individual cases and after prior express agreement, certain works may also be carried out by the provider directly on the site.
- Plan, create, and publish content
Here, the provider takes over the design and creation of content after consultation with the client. In principle, this can be content in the form of images, text or videos.
- Sog. Off-Page Optimizations
Here, the provider ensures that external websites refer to the contents of the respective client (link).
Note to the client: The creation of links violates the Google Webmaster guidelines and can be punished by Google. For this reason, too, we cannot guarantee the success of the measures. In addition, the client must be aware that the massive build-up of links at Google can penalise him and thus lose visitors and sales.
3.4. Not included in the SEO services of this contract (unless explicitly agreed):
- Changes to the design of the website
- Programming of new page functions
- Online posting or proofreading of website texts without SEO-relevant background
- Maintenance of the website
- a guarantee of a minimum number of links per month
- Guarantee of success through SEO optimization
- Placement within Google search results
3.5. The provider ensures that he is the owner of the rights to the content (content) he provides and that, in particular, no copyrights of third parties preclude the granting of rights in the contract. Legal advice, in particular compliance with competition law provisions, shall never be provided by the supplier. In the course of his action for the client, he shall comply with the usual normal diligence in the performance of his duties.
3.6. The provider will only provide such (specialist) information, test data, materials and documents (hereinafter: material) that has the required formats of the client.
3.7. The provider is entitled to provide third parties (e.g. subsidiaries, freelancers or subcontractors) for the provision of the contractual services.
3.8. The supplier is entitled to draw the appropriate attention to the contract products' participation in the preparation. For example, such a notice can be made in the source code of Internet pages, in the imprint or footers of print products. The client can object to this if the designation does not insignificantly affect his legitimate interests and otherwise copyright or other references to the provider are retained unchanged.
4. Rights and obligations of the client
4.1. The client is obliged to provide the media consultant with correct, up-to-date and complete information and to inform the provider immediately of any changes to these information.
4.2. The contracting parties shall appoint a competent contact person for each individual order, who is authorized to make and receive binding declarations.
4.3. Certain response or response times may be used by the contractual partners. within the framework of a separate service level agreement (SLA).
4.4. Within two weeks of acceptance of the offer, a so-called "so-called" Kick-off call is conducted by the client informing the provider of all information that is essential to the provider.
4.5. Even after the kick-off conversation, the successful SEO performance requires an ongoing exchange between the contractors.
4.6. Unless otherwise stipulated in the order, the client will continuously make the necessary materials available to the provider for optimal website optimization. This includes in particular information on the strategic and content objectives of the respective digital offerings and the measures taken so far, e.g. Advertising campaigns, keyword research, link building and the underlying infrastructure, e.g. Servers, programming, interfaces, data feeds, are provided by the client without being requested.
4.7. The client will inform the supplier in good time about new products and promotions and transmit the necessary material to the supplier in an appropriate form.
4.8. The client will provide the provider with all data and information necessary for its work or for the service of the provider, without being requested, in the format required by the provider.
4.9. Insofar as the provider acts in an advisory and instructive manner for the client, the client supports the provider unsolicited within a reasonable framework in this provision of services. This is done in particular by the client immediately informing the provider of recommendations to third parties required for implementation and instructing them for implementation as well as for inquiries (e.g. release requests) of the provider immediately. The contractor shall inform the supplier of this insofar as he has not, has not performed his obligations in time or not in full or is likely to be able to perform.
4.10. In order to avoid the loss of data and programs, the client takes appropriate data security and precautionary measures.
4.11. The client is responsible within the meaning of the Press and Telemedia Act and is liable for all contents of the websites also in accordance with competition law regulations. He ensures and is responsible for ensuring that the content of its websites does not violate legal or regulatory provisions (e.g. protection of minors, data protection or competition law) and is free of third-party rights (in particular personal or copyright).
4.12. Within the scope of his action for the client, the provider shall comply with the usual normal care in the performance of his duties.
4.13. The provider is not obliged to check the content written at the request of the client for possible legal violations. In the event of obvious infringements of the law, he must report them to the contracting authority. Should third parties use the provider for possible legal violations resulting from the contents of the websites, the client undertakes to indemnify the provider from any liability that exceeds the scope of normal care and to reimburse him for the costs incurred by the provider due to a possible infringement of the law. The provider is not entitled to recognize or pay claims of third parties. Instead, the contracting parties will coordinate the common approach.
4.14. The client guarantees that he has the necessary rights to the websites relevant to the individual order and to their contents (e.g. texts, images, videos, source codes) in order to enable the provider to make the contractual changes and redesigns.
4.15. The client grants the provider access to its websites and any existing content management systems as well as to the web analysis and/ or reporting systems used. In addition, the client grants the provider access to his accounts, in particular for the online services Google Analytics, Google Search Console (Webmastertools), Google AdWords and BING Webmastertools as well as access to the Facebook page, the Facebook Business Manager and /or the Facebook advertising account of the client.
4.16. Insofar as the provider only acts in an advisory and instructive manner for the client, it is the customer's responsibility to implement the changes recommended by the provider immediately on his websites. If he fails to cooperate, he bears the risk that measures taken by the supplier may be ineffective. The technical implementation by the provider is the exception and must accordingly be expressly agreed upon in the contract.
4.17. The client provides the provider with meaningful information about his company, his industry and the target group he is targeting. It shall inform the supplier of all the circumstances known to him which are relevant for the performance of the contractual services.
4.18. The client also undertakes to take decisions requested by the supplier (e.g. budget, content release) and communicated by the contact person. If this is not done, the service of the provider is deemed to have been provided despite the lack of implementation of the client.
4.19. If the client fails to fulfil its obligations to cooperate or does not fulfil its obligations to cooperate sufficiently, the provider shall be relieved of his performance obligations for this period, insofar as the respective services cannot be performed or can only be performed with disproportionate effort due to the insufficient fulfilment of the obligations to cooperate. Additional expenses incurred by the provider as a result of insufficient fulfilment of participation obligations shall be reimbursed by the client on the basis of the provider's standard remuneration rates (see remuneration).
4.20. He shall fulfil the obligations of the client in accordance with this paragraph at his own expense.
5. Retention of title, rights of use and exploitation of the provider's services
5.1. The provider retains ownership of its services (e.g. SEO analyses in written form) up to full payment by the client A duplication or transfer to third parties is not permitted until the complete transfer of ownership. The granting of rights of use and exploitation by the supplier is subject to the suspensive condition that the services have been fully remunerated by the customer. Until full payment is made, the use will only be revocable within the scope of the actions to be performed by the client (e.g. tests). The revocable permit ends automatically if the client is in arrears with the payment of the remuneration.
5.2. Further use of the delivered content, concepts, source codes and creative services, which goes beyond the individual contract, requires additional remuneration by the client. The client is obliged to notify the supplier in writing of a second use that goes beyond the original purpose.
5.3. The type of rights of use and exploitation granted to the client by the supplier is determined by the regulations in the individual contract.
5.4. Unless otherwise stipulated in the individual contract, the provider shall, in return for payment of the remuneration incurred for this purpose, be cleared to the client,
5.5. in the event that the creation of content has been agreed in the individual order, the simple, non-exclusive, revocable, spatially and temporally limited as well as non-transferable rights of use and exploitation of the texts for the use stipulated in the individual contract.
5.6. in the event that programming services of the provider have been agreed in the individual order, the simple, non-exclusive and non-transferable rights of use and exploitation of the programming services. This does not apply to open source rights.
5.7. in the event that other services such as the search engine optimization of websites have been agreed by keywords, which include simple, non-exclusive and non-transferable rights of use and exploitation of the optimization proposals.
6. Ensuring the provider
6.1. Technical data in the offer or Individual contracts are in doubt indications of quality and are not the subject of a guarantee or assurance. A certain search engine placement is not part of the service, for which no guarantee is expressly given.
6.2. Warranty claims of the client are excluded,
- if the client has made changes to the services of the provider without prior consent,
- if instructions or instructions from the supplier are not followed by the client or the services are treated improperly, or
- if assumptions from the individual contract are not complied with, unless the client proves that the defects are not due to this or that the warranty work is not or only insignificantly complicated by this.
6.3. Where possible, the client shall report defects in writing and in detail with a detailed description of the circumstances of their occurrence and their effects. The client assists the provider within a reasonable framework in the determination and elimination of errors and grants access to documents from which further information may arise.
6.4. If services have not been performed, not in accordance with the contract or incorrectly due to circumstances for which the provider is responsible, the provider is obliged to provide these services within a reasonable period of time in accordance with the contract if and to the extent that the client has complained in writing. The right to extraordinary termination in Section 9 para. 2 remains unaffected.
6.5. In the event of a defect, the supplier may, in accordance with a choice to be made at its discretion, rectictimal rectiuncing the defect or resupply it (subsequent performance). Further claims of the client remain unaffected.
6.6. Taste-based complaints do not lead to a defect in the performance, insofar as the service corresponds to what is agreed in the individual contract.
6.7. If the client wishes to have further information on the subsequent performance in accordance with paragraph 5 Any changes to the provider's performance, they shall be made separately by the provider in accordance with the individual agreement or in accordance with Section 4 of this contract.
6.8. The above provisions for warranty make legally existing claims, but do not create any claims.
6.9. If the agreed performance and quality characteristics are not met, the supplier will take all remedial measures at his own expense, which are necessary to correct such non-compliance in a sustainable manner.
7. Performance time
7.1. Dates for the provision of services are only binding in the individual contract if the agreement is final. Otherwise, these are target dates, which are further developed within the framework of project management. In the case of target dates, the client may request in writing one month after the expiry of the outstanding services, subject to a reasonable period of time; at the end of this period, the customer's claim to this service is due.
7.2. Delays in performance in the customer's area of responsibility (e.g. provision of participation services in a timely way) or due to force majeure (e.g. strike, lockout, official orders, general telecommunications disruptions, etc.) entitle the provider to defer the services concerned for the duration of the disability plus a reasonable start-up period.
8.1. The provisions on the liability of the provider in paragraph 2 and 3 apply to all claims for damages and liability regardless of the legal basis on which they are based (e.g. warranty, delay, impossibility, any breach of duty, existence of an obstacle to performance, tort, etc.) except for:
- claims of the client for damages resulting from injury to life, body and health,
- Rights and claims of the client in the event of fraudulent concealment of a defect by the supplier or due to lack of a quality for which the provider has assumed a guarantee,
- Claims and rights of the client, which are based on intentional or grossly negligent conduct of the provider itself or its legal representatives,
- claims of the client under the Product Liability Act as well as
- Claims that are covered by Section 44 or Section 44a TKG.
For the above exceptions, the statutory provisions remain.
8.2. The provider is only liable for slight or simple negligence in the event of a breach of essential obligations, i.e. obligations that enable the proper execution of the contract or the purpose of the contract or on which the contractual partner may regularly rely. In the case of a slight or simply negligent breach of essential obligations, the liability of the provider is limited to the compensation of the typical damage and foreseeable for the provider at the time of conclusion of the contract. In addition, the liability of the provider for slight or simple negligence is excluded.
8.3. The provider is liable for a grossly negligent cause of damage caused by its vicarious agents limited to the compensation of the typical damage and foreseeable at the time of conclusion of the contract for the provider.
8.4. Performance disruptions due to force majeure (in particular strikes, lockouts, official orders, natural disasters, failure of communication networks or gateways, disruptions in the area of carrier services) are not the responsibility of the Provider.
- The remuneration stipulated in the offer applies.
- In the offer (or in the individual contract), the provider gives the client an assessment of how many hours or invest money in the individual areas. Should the work show that the provider has to adapt his strategy (which can happen at any time), the provider will set the client's budget "dynamically" unless expressly agreed otherwise. It may therefore be that the client does not receive any texts and/or links from the provider in one month, since the provider must first carry out the basic work on the technology. Similarly, the provider may write longer texts in one month and in return refrain from building a link. The provider always acts in the interests of the client and carries out the work through which he considers promising success.
- Insofar as no provision is included in the offer, the provider's services are remunerated on a time fee basis on the basis of the actual workload at the standard hourly rates of the provider (time fee basis). Billing interval is every quarter of an hour started. As far as daily rates are agreed, this includes a work rate of 8 hours per day during normal business hours, Monday to Friday from 9:30 a.m. to 5:30 p.m. of the provider. If, at the request of the client, the provider acts outside his business hours, the pro rata rate shall be increased by 80%.
- Fixed prices expressly set in the individual contract are neither under- or exceeded. If the provider (e.g. as a cost overview in the offer) the expected costs for services, this constitutes a cost estimate. If the cost estimate is exceeded by more than 20% – whereby the provider refers the client to this – the client may, for these reasons, terminate the corresponding contract within two weeks after knowledge of the overrun; the provider will then be reimbursed for the services actually provided and the costs incurred.
- The provider may demand reasonable instalment payments from the client. In the case of billing on a time fee basis, the provider is entitled to settle monthly. Subject to different agreements in the individual contract, 50% of the contract and 50% of the contract are due for cost estimates or fixed prices; in the case of works-contract services, the client is entitled to withhold 15% of the resulting remuneration until acceptance.
- The creation of the text content is provided with a word price specified in the individual contract. the applicable statutory value-added tax. If a word price has not been set separately in the individual contract for the creation of text content, the minimum amount is EUR 0.30 per word. This prize includes the project management for the content control as well as the selection and commissioning of the copywriters.
- With this fee, all services provided by the provider, including the granting/transfer of rights, are settled in accordance with Section 6. The same applies to travel and communication expenses as well as expenses, provided that these are not incurred at the request of the client and have been released in writing beforehand.
- The provider shall provide the client with monthly reporting on the of the measures taken by the supplier.
- All prices quoted are exclusive of applicable, statutory value added tax.
- If the provider is to be held accountable for the achievement of a certain success (contractual obligation), the contracting parties will regulate the conditions and the procedure for acceptance in the respective individual contract. The client checks and tests the service handed over to him in accordance with the agreed procedure; the provider can also hand over independently verifiable partial services. A total acceptance will only take place if no partial acceptances have been made.
- The client shall ensure that the services of the provider are not used productively before the completion of the tests, acceptance and release, unless otherwise expressly agreed between the contracting parties.
- If the services or partial services of the provider correspond to the agreed requirements or if there are only minor deviations, the customer immediately declares acceptance; In particular, such deviations are insignificant, which only insignificantly impair the functionality. The acceptance of content cannot be made dependent on taste criteria, insofar as the service corresponds to what has been agreed. Acceptance must be made in text form (e-mail). If the customer does not declare acceptance within three working days after the handover of a service and has not complained to the supplier of any material defects during this period, the services or partial services of the provider shall be deemed to have been accepted.
- Acceptance may also be carried out by means of conclusive behaviour of the client, in particular through productive use of the service, by unconditional payment or retrieval of other services based on the performance or the performance result.
11. Invoicing, Terms of Payment
- The provider is entitled to submit the invoice electronically, unless otherwise agreed. Amounts are understood unless otherwise stated plus of the legal VAT.
- The invoice amount is due 14 days (incoming) after invoicing.
- The provider reserves the right to demand advance payment for new customers.
12. Late payment
- In the event of late payment or deferran, interest and collection costs will be charged. In the event of a delay in payment, the provider may defer the further execution of the current order until payment and demand advance payment for the remaining circuit.
- Objectively justified doubts as to the solvency of the client entitle the provider, also during the term of the contract, to make further SEO services dependent on the advance payment of the amount and on the settlement of outstanding invoice amounts, regardless of an originally agreed payment date.
- In the event of a delay in payment, the client undertakes to reimburse all costs, expenses and cash expenses incurred by the provider by pursuing his claims. This includes, without prejudice to a procedural obligation to reimburse costs, all extrajudicial costs of a commissioned debt collection institution or lawyer. The provider reserves the right to claim any additional costs.
13. Right of retention / set-off and assignment
- The assertion of a right of retention or the set-off are only possible for the client with counterclaims that are legally established or undisputed by the provider.
- Claims against the provider may not be assigned to third parties in whole or in part. Section 354a of the German Commercial Code (HGB) remains unaffected.
14th. Start of contract, term periods and redemption rights
- The term of SEO service is calculated in the respective booking according to 1 paragraph (3).
- In the event of a breach of essential contractual obligations by the provider and repeated non-performance of contractually stipulated obligations, the client shall be entitled to an extraordinary right of termination.
- If a certain term is provided for in the individual contract, the contractual relationship cannot be terminated properly until the expiry of the contract. If no extension is provided there, the contractual relationship ends at the end of the scheduled period. If no provision for the term of the individual contract is provided for, each contracting party may terminate the contractual relationship with a period of one month at the end of the month. In the case of any work contracts, it remains exclusively with the statutory regulation.
- The right to extraordinary termination of the individual contracts for important reasons remains unaffected. An important reason for the provider is in particular, if
- the contact person at the client does not fulfil his duties of cooperation (response or response times) in case of repeated requests
- the client is in default of payment (section 12),
- an application for the initiation of insolvency proceedings is made with regard to the contracting entity,
- the client fraudulently uses the provider's services, violates criminal law, other legal regulations or morality in its use, or is strongly suspected of any such use,
- the client violates cardinal obligations and, despite a warning with a reasonable deadline, does not provide a timely remedy. A warning is not required if it does not promise success or if the infringement is so serious that it is not reasonable for the provider to adhere to the contract.
- Terminations must be made in writing in order to be effective.
- In the event of the termination of contracts, whatever the reason, the provisions which continue to apply by their nature, in particular Sections 5 and 15 of this Framework Agreement, shall remain in force.
15th. Data protection, data security
- The contracting parties fully comply with the provisions of the Federal Data Protection Act (BDSG), in particular the provisions that apply to data centers. All employees of the provider and the client are obliged in writing to maintain confidentiality in accordance with Sections 5 and 11 of the German Federal Data Union (BDSG), unless this has already been done on the basis of their employment contract. If the provider uses subcontractors to fulfill the order, these subcontractors and their vicarious agents are obliged to maintain confidentiality in writing before the order is executed.
- In the event of a change in the legal regulations in the field of data protection, e.g. EU directives, the provider ensures the implementation for the operational area without additional remuneration for the client.
- The provider is obliged to take the technical and organisational measures for the protection of personal data. This can be verified by regular audits by the client or its data protection officers.
- The provider ensures that there is no unauthorized access from other networks to the network or network through appropriate firewall solutions. network sequence used by the client within the provider data center and vice versa.
16. Place of performance/place of jurisdiction
Place of performance is the registered office of the provider. In the case of commercial transactions with merchants, legal entities under public law or in the case of special funds under public law, the place of jurisdiction in the event of legal action shall be the registered office of the provider. Insofar as claims of the provider are not asserted in the order for payment procedure, the place of jurisdiction for non-merchants is determined according to their domicile. If the domicile or habitual residence of the client, even in the case of non-merchants, is unknown at the time the action is brought, or if the client has moved his domicile or habitual residence out of the scope of the law after the conclusion of the contract, the place of jurisdiction shall be the registered office of the supplier, if the contract has been concluded in writing.
17th. Changes to the GTC
The provider reserves the right to amend these General Terms and Conditions in accordance with the following provisions.
The reservation applies to amendments that only affect the framework conditions of the contract (e.g. changes in contact information, additional services) or in the event of new technical developments or other equivalent reasons. The same shall apply in the event of a change in the legal provisions or the supreme court jurisdiction if one or more conditions are affected by the amendment. In this case, the conditions concerned shall be adjusted in the same way as the purpose of the amended legal situation.
In the event of a change in the GTC and /or data protection regulations, the provider will inform the client of the new version under https://www.webseiten.online/agb/. If the client does not object to the use of these revised provisions within six weeks, the new version of the GTC and / or data protection provisions will become the content of the contract after the expiry of the opposition period.
18. Final provisions
This contract is subject to the law of the Federal Republic of Germany. The application of the UN Convention on Contracts for the Receunicing Rights (CISG) is excluded. Should this contract contain a loophole, the supplier and the contracting entity will jointly agree, for the purpose of filling the gaps, an effective and feasible arrangement which is in accordance with the agreed will of the parties.