of
Henrik Sebastian Liebel Webshore Plaza Viares n°5 Bloque 1, 1° A 39340 Suances
— hereinafter referred to as: Contractor —
Part 1 — General Provisions
1.1 General
1.1.1 The Contractor offers the Customer various services in the areas of web development, hosting support and digital marketing. The specific scope of services is the subject of individual agreements between the Contractor and the Customer.
1.1.2 These General Terms and Conditions apply exclusively to entrepreneurs. Contracts with consumers are not concluded. The Customer warrants that they are an entrepreneur within the meaning of § 14 BGB (German Civil Code, Bürgerliches Gesetzbuch) and that they will provide a valid VAT identification number.
1.1.3 The Contractor is entitled to subcontract the necessary services in its own name and on its own account to subcontractors, who in turn may also engage further subcontractors. Subject to any deviating agreements, the Contractor remains the sole contractual partner of the Customer. Subcontractors shall not be used if it is apparent to the Contractor that their use would be contrary to the legitimate interests of the Customer. Where personal data is processed in the course of service provision, Art. 28 (2) and (4) of Regulation (EU) 2016/679 (General Data Protection Regulation, GDPR) as well as the provisions of any concluded data processing agreement apply in addition; the Contractor will in such cases inform the Customer in due time of the engagement of further processors and grant the Customer the opportunity to object.
1.1.4 If, in addition to these General Terms and Conditions, other contractual documents in text or written form have become part of the contract, the provisions of these other contractual documents shall take precedence over these General Terms and Conditions in the event of any conflict.
1.1.5 The Contractor does not recognise any terms and conditions of the Customer that deviate from these terms, unless expressly agreed.
1.2 Customer’s Duties to Cooperate
1.2.1 If the Customer provides the Contractor with texts, images or other content for the performance of the services ordered, the Customer must ensure that this content does not infringe the rights of third parties (e.g. copyrights, trademark rights) or other legal provisions. The Contractor is not legally authorised to provide legal advice to the Customer and is in particular not obliged to verify the Customer’s business model or the works created or acquired by the Customer (layouts, graphics, texts, etc.) for their compatibility with applicable law. The Contractor will in particular not carry out any trademark searches or other intellectual property conflict checks regarding the works provided by the Customer. If the Customer issues specific instructions concerning the work to be produced, the Customer shall be liable for the legality of those instructions.
1.2.2 The Customer is obliged to provide the information, data, works (e.g. data for the legal notice, graphics, logos) and access credentials required for the performance of the contract completely and correctly. The Customer must furthermore ensure that the instructions issued by them comply with applicable law.
1.2.3 Unless otherwise agreed, the Customer is responsible for procuring the material required for the performance of the services (e.g. graphics, videos) and shall make this available to the Contractor in good time. If the Customer does not provide such material and does not give any further specifications, the Contractor may, at its own discretion and in compliance with copyright labelling requirements, use image material from common providers (e.g. stock photo services) or provide the relevant parts of the website with placeholders.
1.2.4 Where the Contractor processes personal data on behalf of the Customer in the course of service provision, in particular in connection with the implementation of tracking, analytics or performance marketing solutions, with hosting services and with maintenance activities involving access to end-user data, the Parties shall conclude a data processing agreement pursuant to Art. 28 GDPR before the commencement of the relevant service provision. The Contractor shall provide a current template for this purpose. Responsibility for reviewing and adapting the template to the specific processing situation lies with the Customer as controller.
1.2.5 The Contractor shall not be liable to the Customer for delays or postponements in the implementation of projects caused by delayed or omitted cooperation on the part of the Customer; the provisions of Clause 5.6 shall remain unaffected.
1.2.6 If the Customer fails to comply with its duties to cooperate under this clause, the Contractor may charge the Customer for the additional expenses incurred as a result (e.g. costs for stock photos and time spent searching for them).
1.3 Use of Artificial Intelligence (AI)
1.3.1 The Contractor is entitled to use artificial intelligence technologies (AI tools) to generate content (e.g. text, images, audio or video) in the course of service provision. Unless otherwise agreed, all AI-generated content shall be reviewed by a natural person after generation and adjusted as necessary. AI tools shall not be used if it is apparent to the Contractor that their use would be contrary to the legitimate interests of the Customer. If the Customer does not wish AI technologies to be used for specific projects or parts thereof, the Customer must notify the Contractor of this in text form.
1.3.2 The Contractor shall use AI tools with due care and shall review AI-generated content for recognisable infringements of third-party rights before handover to the Customer. No guarantee or strict (no-fault) warranty is given that content created in whole or in part with AI is free from third-party rights, due to the technical characteristics of generative AI systems; the Contractor’s liability is governed by Clause 5.6. Where exclusive rights of use are to be transferred for content created in whole or in part with AI, the Contractor shall edit or supplement the AI-generated works in such a way that the level of originality required for the transfer, and thus copyright protection, is achieved.
1.3.3 Separate labelling of AI-generated content shall be carried out where required by law, in particular pursuant to Art. 50 of Regulation (EU) 2024/1689 (AI Act) as of 2 August 2026. The Contractor shall implement the applicable labelling requirements on the respective effective date, insofar as the material scope of application is met. The same applies to notices indicating that certain work results have been created with the aid of artificial intelligence.
Part 2 — Online Presence and Technology
2.1 Website and Shop Creation (Agile)
2.1.1 Unless otherwise agreed in individual agreements, the creation of new or the expansion of existing websites/shops or website/shop components (hereinafter “Website Creation”) shall be based on agile methods. The remaining provisions of these GTC shall remain unaffected.
2.1.2 The subject matter of website creation contracts between the Contractor and the Customer is generally the development of new websites or the expansion of existing websites (e.g. integration of new interfaces or programming of new online applications) in accordance with the Customer’s technical and design specifications. Website creation contracts concluded between the Parties are contracts for work and services within the meaning of §§ 631 et seq. BGB.
2.1.3 The services agreed in detail are set out in the contract concluded individually between the Contractor and the Customer. To this end, the Customer first submits a request to the Contractor with as detailed a description as possible of the website contents required (design content such as images, layouts, logos, fonts, etc. shall be specified and provided by the Customer, unless otherwise agreed). This request constitutes an invitation to the Contractor to submit an offer. The Contractor shall examine the Customer’s ideas described in the request to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and consistency, and shall prepare an offer based on the wishes expressed in the request. A contract between the Contractor and the Customer shall only come into effect upon acceptance of the offer by the Customer.
2.1.4 The Customer may submit change requests at any time, provided these are covered by the originally agreed scope of services. Such adjustments shall become part of the original contract if both Parties agree in text form (e.g. by email). Otherwise, the Contractor is only obliged to produce the functions and items listed in the contract or to provide the agreed service. Any services beyond this must be agreed and remunerated separately.
2.1.5 Once the website has been completed, the Contractor shall request the Customer to accept the website.
2.1.6 A prerequisite for the Contractor’s work is that all data (e.g. texts, templates, graphics, fonts) and system environments required for the implementation of the project and to be provided by the Customer are made available to the Contractor in good time and in a suitable form. The Contractor shall not be liable to the Customer for delays in the implementation of projects caused by delayed or omitted cooperation on the part of the Customer.
2.1.7 The Contractor shall only be obliged to check or procure rights, procure or integrate plug-ins and tools (e.g. analytics) or certificates (e.g. SSL/TLS) if this has been expressly agreed in an individual contract. There is no entitlement to the release of graphics, source codes, (development) documentation, manuals or other additional documentation, unless expressly agreed otherwise in individual agreements.
2.1.8 Unless otherwise agreed, the websites created shall be optimised for the current versions of the Chrome, Safari, Firefox and Edge browsers (the last two versions of each browser). Search engine optimisation (SEO) is only owed if expressly agreed.
2.1.9 The Contractor is not authorised and not obliged to advise the Customer on competition, consumer, labelling or other legal matters within the meaning of the German Legal Services Act (Rechtsdienstleistungsgesetz). It is therefore the Customer’s responsibility to inform itself about the competition, consumer or labelling provisions applicable to its shop and, if necessary, to have the shop reviewed by a specialised lawyer.
2.1.10 After completion of the websites or individual parts thereof, the Contractor may offer the Customer maintenance and support services in relation to the websites. The Contractor is not obliged to make such an offer, nor is the Customer obliged to make use of the Contractor’s additional services. Corresponding agreements are exclusively the subject of individual agreements. If no additional maintenance and support services are agreed between the Parties, the Customer alone is responsible for the technical maintenance and updating of the websites after acceptance. The Contractor shall not be liable to the Customer for security vulnerabilities exploited for unlawful purposes (hacking) through the use of outdated third-party software.
2.2 Website and Shop Creation (Specifications and Requirements)
2.2.1 If the Parties have agreed on the creation of new or the expansion of existing websites/shops or website/shop components (hereinafter “Website Creation”) on the basis of specifications and requirements, the order shall be processed in accordance with this clause.
2.2.2 The subject matter of website creation contracts between the Contractor and the Customer is generally the development of new websites or the expansion of existing websites (e.g. integration of new interfaces or programming of new online applications) in accordance with the Customer’s technical and design specifications. Website creation contracts concluded between the Parties are contracts for work and services within the meaning of §§ 631 et seq. BGB.
2.2.3 The scope of the services to be provided by the Contractor is determined on the one hand by individual contractual agreements between the Parties and on the other hand by a detailed requirements specification (Lastenheft) prepared by the Customer and the functional specification (Pflichtenheft) based on it. The Contractor shall examine the Customer’s ideas described in the requirements specification to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and consistency. If the Contractor recognises that the specifications contained in the requirements specification are not suitable for the creation of a website, the Contractor shall promptly inform the Customer and submit a corresponding proposal for supplementation or adjustment of the requirements specification. The Customer shall comment on any proposals made by the Contractor regarding the specifications within a reasonable period of time in writing or in text form and shall finally confirm the contents of the specifications to the Contractor in a binding manner in writing or in text form. If the Parties agree on the specifications, their contents shall become part of the contract.
2.2.4 On the basis of the requirements specification (Lastenheft), the Contractor shall prepare a functional specification (Pflichtenheft) primarily describing the technical and design implementation of the requirements set out in the requirements specification. Upon completion, the Contractor shall submit the functional specification to the Customer for approval. The Customer is entitled to reject the functional specification prepared by the Contractor and to communicate any requests for changes or adjustments. The Contractor undertakes to submit a maximum of two alternative proposals, taking into account the Customer’s wishes. If the Customer ultimately does not agree with the Contractor’s final proposal, the Customer or the Contractor may extraordinarily terminate the contractual relationship or withdraw from the contract, provided this is legally possible. In this case, the Customer shall reasonably reimburse or compensate the Contractor for the fees and costs incurred in connection with the requirements specification or functional specification.
2.2.5 If the functional specifications are accepted by the Customer, the services described therein shall be deemed to have been finally agreed between the Parties. Any deviation from the contents of the functional specifications accepted by the Customer shall require an express individual agreement between the Parties. The Contractor shall not provide any services beyond those described in the specifications accepted by the Customer. Likewise, the Contractor shall not provide any reduced services in relation to the services described in the specifications accepted by the Customer. After acceptance of the specifications by the Customer, the Contractor shall develop and program the websites in accordance with the agreed specifications.
2.2.6 In addition to the specifications, the Contractor shall provide the Customer with a schedule and work plan. The contents and specifications of this schedule and work plan shall become part of the contract unless the Customer objects promptly. The Contractor undertakes to hand over the finished website or parts thereof to the Customer by the end date specified in the schedule and work plan on a suitable data carrier, to send it by email or to upload it to a server specified by the Customer. The details of the handover or upload of the finished websites are otherwise the subject of individual contractual agreements between the Parties.
2.2.7 A prerequisite for the Contractor’s work is that all data (e.g. texts, templates, graphics) and system environments to be provided by the Customer and required for the implementation of the project are made available to the Contractor in good time and in a suitable form. The Contractor shall not be liable to the Customer for delays in the implementation of projects caused by delayed or omitted cooperation on the part of the Customer.
2.2.8 Once the website has been completed, the Contractor shall request the Customer to accept the website. If necessary, a test phase may be agreed before acceptance. If the Customer discovers defects before acceptance or during an agreed test phase, the Customer shall notify the Contractor in writing or in text form. The Contractor shall endeavour to remedy the defects in a professional manner. For this purpose, the Contractor may provide temporary workarounds.
2.2.9 The Contractor shall only be obliged to check or procure rights, procure or integrate plug-ins and tools (e.g. analytics) or certificates (e.g. SSL/TLS) if this has been expressly agreed in an individual contract. There is no entitlement to the release of graphics, source codes, (development) documentation, manuals or other additional documentation, unless expressly agreed otherwise in individual agreements.
2.2.10 Unless otherwise agreed, the websites created shall be optimised for the current versions of the Chrome, Safari, Firefox and Edge browsers (the last two versions of each browser). Search engine optimisation (SEO) is only owed if expressly agreed.
2.2.11 The Contractor is not authorised and not obliged to advise the Customer on competition, consumer, labelling or other legal matters within the meaning of the German Legal Services Act (Rechtsdienstleistungsgesetz). It is therefore the Customer’s responsibility to inform itself about the competition, consumer or labelling provisions applicable to its shop and, if necessary, to have the shop reviewed by a specialised lawyer.
2.2.12 After completion of the websites or individual parts thereof, the Contractor may offer the Customer maintenance and support services in relation to the websites. The Contractor is not obliged to make such an offer, nor is the Customer obliged to make use of the Contractor’s additional services. Corresponding agreements are exclusively the subject of individual agreements. If no additional maintenance and support services are agreed between the Parties, the Customer alone is responsible for the technical maintenance and updating of the websites after acceptance. The Contractor shall not be liable to the Customer for security vulnerabilities exploited for unlawful purposes (hacking) through the use of outdated third-party software.
2.3 Maintenance and Support of Websites/Shops
2.3.1 After completion of the websites or individual parts thereof, the Contractor may offer the Customer maintenance and support services in relation to the websites (hereinafter “Maintenance Contracts”). The Contractor may also offer maintenance of third-party websites. The Contractor is not obliged to make such an offer, nor is the Customer obliged to make use of the Contractor’s additional services. Corresponding agreements are exclusively the subject of individual agreements.
2.3.2 The content of the Maintenance Contracts is the elimination of malfunctions and the occasion-related updating of the website for common web browsers in their current versions. Further services, such as regular maintenance, may be agreed in individual contracts.
2.3.3 The Contractor shall not be liable for malfunctions and incompatibilities caused by unauthorised changes by the Customer or due to other errors that are not within the Contractor’s area of responsibility; the provisions of Clause 5.6 shall remain unaffected.
2.3.4 Unless otherwise agreed, maintenance shall only include technical updates to the website, but not content updates. Unless otherwise agreed in individual contracts, the Contractor shall not be responsible for updating legal notices or privacy policies.
2.4 Web Hosting
2.4.1 The Contractor offers the Customer hosting for the websites/shops it has created. The Contractor uses the servers of third-party companies to provide these services. The Contractor shall inform the Customer in text form before conclusion of the contract about the server locations used and the third-party companies engaged. Where servers are operated in a third country within the meaning of Chapter V GDPR or access from such a third country is possible, the Contractor shall inform the Customer of this before conclusion of the contract and shall ensure appropriate transfer safeguards, in particular the EU Standard Contractual Clauses pursuant to Implementing Decision (EU) 2021/914. The specific scope of services (domain administration, storage space, email hosting, certificates, etc.) shall be the subject of individual agreements between the Parties.
2.4.2 The availability of the servers used by the Contractor for hosting purposes shall be at least 99 percent on an annual average. Excluded from this are periods during which the servers are unavailable due to events beyond the Contractor’s control (force majeure, actions of third parties, technical problems outside the Contractor’s sphere of influence).
2.4.3 It is the Customer’s responsibility to make regular backup copies of its hosted data. If the Customer is unable to do so, the Customer may commission the Contractor or other professionally qualified third parties to perform the backup. The Customer is liable for any data loss caused by a lack of data backup.
2.4.4 No content may be stored on the storage space provided by the Contractor that is offensive, extremist, glorifies or trivialises violence, incites hatred, is discriminatory, anti-constitutional, harmful to minors or pornographic, that infringes the rights of third parties (e.g. trademark and copyright law) or other applicable law, or contains malicious code or malware. If the Contractor becomes aware that prohibited content within the meaning of this paragraph may be stored on the storage space provided as part of the hosting, it shall proceed as follows:
2.4.4.1 Reports of allegedly unlawful content may be submitted electronically to the following address: [Notice-and-Action email address]. The Contractor shall confirm receipt of such a report without undue delay. The decision on further action shall be taken in accordance with the requirements of Art. 16 et seq. of Regulation (EU) 2022/2065 (Digital Services Act, DSA). Insofar as the Contractor qualifies as a micro or small enterprise within the meaning of Art. 19 DSA, the simplifications provided for therein shall apply.
2.4.4.2 The Contractor shall promptly conduct a cursory review of the content in question. If the review reveals that prohibited content cannot be ruled out, the Contractor may, at its own discretion, temporarily block the content or take other measures appropriate to the risk, up to and including deletion of the content. The Contractor shall request the Customer to comment and shall grant the Customer a reasonable period of time to do so.
2.4.4.3 As soon as the Customer’s comment has been received or if the Customer has not submitted a comment within the period granted, the Contractor shall make a final decision on how to deal with the content in question. The following measures in particular may be considered: warning; indefinite blocking or permanent deletion of the content; temporary blocking of the Customer (alternatively, partial blocking may also be possible); ordinary or extraordinary termination of the contract; criminal charges or reporting to the competent authority, if a criminal offence is suspected that may pose a danger to the life, limb or safety of a person (in this case, the Contractor is legally obliged to report it). The choice of measure shall be made after thorough and objective consideration, taking into account in particular the severity of the violation, the total number of violations, possible effects on the services provided by the Contractor, its customers and other third parties, the overall behaviour, the fault, the recognisable motives and the Customer’s comment.
2.4.4.4 The Contractor shall inform the Customer of the assessment, its result and the measures taken, unless there are legal reasons to the contrary, and shall indicate the right to complaint pursuant to Art. 20 DSA, insofar as this right applies.
2.4.4.5 The Contractor shall not proactively review the stored content and, unless otherwise agreed, shall not perform any automated checks of the stored content. Measures shall be taken as soon as the Contractor becomes aware of such content or is notified of such content by third parties. If the Customer becomes aware of such content, the Customer may contact the Contractor at any time; for this purpose, the Customer may use the contact details in the legal notice.
Part 3 — Creation and Design of Content
3.1 Design of Print Products
3.1.1 The subject matter of design contracts in the print sector between the Contractor and the Customer is generally the development of print products in accordance with the Customer’s design specifications (e.g. design of banners, postal graphics, posters, signs, flyers, roll-ups, vehicle or shop window stickers, textiles or logo designs). Design contracts concluded between the Parties are contracts for work and services within the meaning of §§ 631 et seq. BGB.
3.1.2 The specific services agreed are set out in the contract concluded individually between the Contractor and the Customer. To this end, the Customer first submits a request to the Contractor with as detailed a description as possible of the services required. This request constitutes an invitation to the Contractor to submit an offer. The Contractor shall examine the Customer’s ideas described in the request to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and consistency, and shall prepare an offer based on the wishes expressed in the Customer’s request. A contract between the Contractor and the Customer shall only come into effect upon acceptance of the offer by the Customer.
3.1.3 After conclusion of the contract, the Customer’s requirements shall be discussed in a further briefing, if necessary, and the specifications shall be finalised. At this point, change requests may be submitted, provided they are covered by the originally agreed scope of services. If necessary, a re-briefing may be held before the service is provided. Adjustments shall become part of the original contract if both Parties agree in text form (e.g. by email). Otherwise, the Contractor is only obliged to produce the items listed in the contract. Any additional services must be agreed and remunerated separately.
3.1.4 Unless otherwise agreed, the Customer is entitled to two correction rounds. Complaints regarding the artistic design are generally excluded after the agreed correction rounds have been carried out. If the Customer wishes to make further changes, the Customer shall bear the additional costs.
3.1.5 A prerequisite for the Contractor’s work is that the Customer provides the Contractor with all data necessary for the implementation of the project (texts, templates, graphics, etc.) completely and in a suitable form before the start of the contract. The Contractor shall not be liable to the Customer for delays in the implementation of projects caused by delayed or omitted cooperation on the part of the Customer. If the Customer fails to comply with this obligation, the Contractor may charge the Customer for the time spent as a result.
3.1.6 Unless otherwise agreed in the contract and unless otherwise expected from the purpose of the contract, the Contractor shall only be obliged to deliver a standard print file (e.g. PDF, JPG or PNG) in addition to the contractually agreed services when creating print products. The Customer shall not be entitled to receive an editable file (e.g. open files from graphics programs).
3.2 Processing of Print Orders
3.2.1 The Contractor offers the Customer the processing of orders for the creation of print products (flyers, brochures, posters, catalogues, etc.). The Contractor shall undertake all agreed actions for this purpose, e.g. communication with the respective service provider performing the printing (print service provider). Depending on the agreement, the Contractor offers the services as a direct transaction or as an agency transaction.
3.2.2 If the Parties agree on a direct transaction, the Contractor prints the ordered print products itself or commissions a print service provider in its own name and on its own account. In this case, the Customer’s contractual partner is exclusively the Contractor. No contractual relationship is established between the Customer and the print service provider. The Contractor invoices the Customer directly for the print products. The Customer accepts the print products from the Contractor.
3.2.3 If the Parties agree on an agency transaction, the Contractor concludes the contract for the production of the print products with the print service provider in the name and on behalf of the Customer or brokers such a contract. The Contractor acts purely as an agent vis-Ã -vis the print service provider. The contractual relationship is established solely between the Customer and the print service provider. The Contractor is not involved in this contract. The Contractor informs the Customer of all essential steps and coordinates the details of the contract content and conclusion (in particular type, prices and quantities) with the Customer and is bound by the Customer’s instructions. The respective prices and terms and conditions of the print service provider apply. The Customer pays for the services directly to the print service provider. The print products are accepted from the print service provider. It is the Customer’s responsibility to check the finished print products for defects. The Contractor is not liable for the contractual production of the print products by the print service provider, in particular for their content, inventory, quality or condition. In the event of a dispute, the Contractor shall provide the Customer with all necessary information to the extent permitted by law. The Contractor is not obliged to provide any further support in asserting warranty claims or other claims. The provisions of Clause 5.6 shall remain unaffected.
3.2.4 The Customer is obliged to carefully check the print data to be transmitted for correctness and completeness in terms of content and technical accuracy before transmitting them to the print service provider. Unless otherwise agreed, the Contractor shall not check the print data for correctness in terms of content or technical accuracy. The ordered print products shall only be printed once the Customer has given final approval for printing.
3.2.5 If a specific transmission format is required (e.g. PDF, InDesign), the Customer shall transmit the print data in this format.
3.3 Creation of Texts / Copywriting
3.3.1 The Contractor shall create texts for the Customer (e.g. press releases, articles for websites, advertising texts, etc.). The content of these texts shall be specified in individual contracts.
3.3.2 Once the agreed texts have been completed, the Contractor shall submit them to the Customer for approval and acceptance. Unless otherwise agreed, the Customer is entitled to two correction rounds. Complaints regarding the stylistic design or the inclusion of new information in the text are generally excluded after the second round of changes. If the Customer requests further changes, the Customer shall bear the additional costs.
3.3.3 If the Contractor has been commissioned to publish the texts, publication shall only take place after approval by the Customer, unless otherwise agreed; approval shall also constitute acceptance of the texts. In the case of press releases, a distribution date shall also be set after approval, on which they are to be sent to the media. If the Customer publishes the texts itself or is to publish them, it must accept the texts in advance. If the Customer publishes the texts before acceptance, the publication shall be deemed acceptance.
3.3.4 The Contractor shall only be liable for errors discovered after approval or acceptance in accordance with the provisions of Clause 5.6.
3.4 Design and Conception of Graphics and Logos (Designs)
3.4.1 Upon agreement with the Customer, the Contractor shall undertake the conception and design of graphics and logos (hereinafter “Designs”).
3.4.2 To this end, the Customer shall first submit a request to the Contractor with as detailed a description as possible of the designs required. This request constitutes an invitation to the Contractor to submit an offer. The Contractor shall examine the Customer’s ideas described in the request to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and consistency, and shall prepare an offer based on the wishes expressed in the Customer’s request. A contract between the Contractor and the Customer shall only come into effect upon acceptance of the offer by the Customer.
3.4.3 A prerequisite for the Contractor’s work is that the Customer provides the Contractor with all data necessary for the implementation of the project (colour definition, etc.) completely and in a suitable form before the start of the order. If the Customer fails to comply with this obligation, the Contractor may charge the Customer for the time required to do so.
3.4.4 Unless otherwise agreed, the Customer is entitled to two correction rounds for each individual design. After these correction rounds have been carried out, requests for adjustments and complaints (in particular with regard to the artistic design) shall no longer be considered. If the Customer requests further changes after the agreed correction rounds have been carried out, the Contractor may make these changes for the Customer in return for an additional fee to be agreed.
3.4.5 Once the agreed design has been completed, the Contractor shall request the Customer to accept the work. The designs shall be sent to the Customer in a common file format.
3.4.6 The Contractor grants the Customer the rights of use to the designs required for the respective purpose. Subject to deviating provisions, an exclusive right of use unlimited in time, location and content shall be granted for the creation of logos; however, individual graphic elements of the logos may be used for the creation of other works, provided this does not give rise to any risk of confusion with the logo created. Subject to deviating individual agreements, a simple right of use shall be granted for all other designs. Any transfer of rights of use by the Customer to third parties shall require an individual contractual agreement with the Contractor. The drafts presented within the correction rounds may not be used, reproduced or passed on to third parties by the Customer, either in their original form or in a modified form, without the express consent of the Contractor.
3.4.7 The rights of use shall only be transferred to the Customer after full payment of the remuneration.
Part 4 — Marketing
4.1 SEO Marketing
The Contractor offers the Customer, among others, services in the area of SEO marketing. In the course of service provision, the Contractor is only obliged to carry out measures which, in the Contractor’s own experience, can positively influence the search engine ranking or which are expressly ordered by the Customer. This is a service within the meaning of §§ 611 et seq. BGB. However, a specific result (e.g. a specific ranking in the search engine results list) is only owed within the scope of SEO services if this has been expressly guaranteed.
4.2 SEA Campaigns
The Contractor offers the Customer services in the area of SEA campaigns. In the course of service provision, the Contractor is only obliged to submit proposals regarding effective advertising keywords and, after approval by the Customer, to implement the measure (placement of advertisements). These are services within the meaning of §§ 611 et seq. BGB. A specific result (e.g. sales figures) is not owed within the scope of SEA services, unless this has been expressly guaranteed. The Contractor is not obliged to check the legality of keywords. The Contractor submits proposals to the Customer regarding the booking of keywords. The Customer is responsible for conducting a legal review, in particular with regard to the trademark rights of third parties and the approval of keywords, before the campaign is carried out. The fee agreed for the services described herein does not include the costs of placing paid advertisements; unless otherwise agreed, these costs shall be borne by the Customer.
4.3 Placement of Advertisements
4.3.1 The Contractor shall support the Customer in placing advertisements on social media portals, search engines and other media (“Advertisements”).
4.3.2 The Contractor shall advise the Customer on how to design its advertisements to achieve the highest possible visibility. Certain results (e.g. sales figures, leads) are not guaranteed.
4.3.3 The Contractor shall also support the Customer in designing the texts and images for the advertisements. However, the selection of content for the advertisements (images, texts, videos, imprints, etc.) is the sole responsibility of the Customer. The Contractor shall not check this content, nor the advertisements as a whole, for accuracy in terms of content or legality. It is expressly pointed out that the Contractor is not authorised to provide legal advice to the Customer. Should the Contractor nevertheless determine in individual cases that the content provided by the Customer or the advertisements violate applicable law, the Contractor may refuse to post such content or create the advertisements.
4.3.4 All content must be approved by the Customer and will then be uploaded by the Contractor to the respective advertising channels, whereby the Contractor is only responsible for the technical uploading of the content and is only liable for this; the provisions of Clause 5.6 shall remain unaffected.
4.3.5 The fee agreed for the services described herein does not include the costs of placing paid advertisements; unless otherwise agreed, these costs shall be borne by the Customer.
Part 5 — Other Provisions
5.1 Prices and Remuneration
The remuneration for the Contractor’s services is the subject of an individual contractual agreement between the Parties and is generally based on the offer. Otherwise, the statutory provisions shall apply, in particular regarding default and default interest pursuant to §§ 286, 288 BGB.
5.2 Acceptance
If a work performance has been agreed, the Contractor shall request the Customer to accept the work. The acceptance period within the meaning of § 640 (2) sentence 1 BGB shall be two weeks from the request for acceptance, unless a different acceptance period is required in individual cases due to special circumstances; in this case, the Contractor shall notify the Customer separately. If the Customer does not respond within this period or does not refuse acceptance due to a defect, the work shall be deemed accepted.
5.3 Warranty for Defects
An insignificant defect does not justify any claims for defects. The choice of the type of subsequent performance is at the discretion of the Contractor. Otherwise, the statutory warranty for defects shall apply; the statutory limitation periods, in particular pursuant to § 634a BGB and § 195 BGB, shall remain unchanged.
5.4 Granting of Rights, Self-Promotion and Right of Mention
5.4.1 After full payment of the order by the Customer, the Contractor grants the Customer a simple, non-transferable right of use to the corresponding work results. Further rights may be agreed in individual contracts.
5.4.2 Unless otherwise agreed, the Customer expressly grants the Contractor permission to publicly present the project in an appropriate manner for the purpose of self-promotion (references/portfolio). In particular, the Contractor is 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.
5.4.3 Furthermore, the Contractor is entitled to place its own name, with a link, in an appropriate manner in the footer and legal notice of the website(s) created by the Contractor, without the Customer being entitled to any remuneration for this.
5.5 Confidentiality
The Contractor shall treat as strictly confidential all business transactions that come to its knowledge, in particular but not exclusively print documents, layouts, storyboards, characters, drawings, audio tapes, images, videos, DVDs, CD-ROMs, memory cards, passwords, interactive products and other documents containing films, audio plays or other copyrighted materials of the Customer. The Contractor undertakes to impose the duty of confidentiality on all employees and third parties (e.g. suppliers, graphic designers, programmers, film producers, recording studios, etc.) who have access to the aforementioned business transactions. The duty of confidentiality shall remain in force indefinitely beyond the term of this contract.
5.6 Liability/Indemnification
5.6.1 The Contractor shall be liable without limitation for any legal reason in the event of intent or gross negligence, in the event of intentional or negligent injury to life, body or health, on the basis of a guarantee promise, unless otherwise stipulated in this regard, or on the basis of mandatory liability, such as under the Product Liability Act. If the Contractor negligently breaches an essential contractual obligation, liability shall be limited to the foreseeable damage typical for this type of contract, unless unlimited liability applies in accordance with the preceding sentence. Essential contractual obligations are obligations that the contract imposes on the Contractor according to its content in order to achieve the purpose of the contract, the fulfilment of which is essential for the proper execution of the contract and on the observance of which the Customer may regularly rely. Otherwise, the Contractor’s liability is excluded. The above liability provisions shall also apply with regard to the Contractor’s liability for its vicarious agents and legal representatives.
5.6.2 The Customer shall indemnify the Contractor against any claims of third parties asserted against the Contractor due to an infringement of copyright, trademark, personality, data protection or competition rights by content provided by the Customer or by content the specific design of which has been determined by the Customer. The indemnification covers the reasonable costs of legal defence. There shall be no obligation to indemnify insofar as the Customer is not responsible for the breach of duty.
5.7 Final Provisions
5.7.1 The contracts concluded between the Contractor and the Customer are subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
5.7.2 If the Customer is a merchant, a legal entity under public law or a special fund under public law, or if it has no general place of jurisdiction in Spain, the Parties agree that the Contractor’s registered office (Suances, Cantabria) shall be the place of jurisdiction for all disputes arising from this contractual relationship; exclusive statutory places of jurisdiction shall remain unaffected.
5.7.3 The Contractor is entitled to amend these General Terms and Conditions insofar as this becomes necessary due to changes in the legal situation, supreme court jurisprudence or binding official orders, or insofar as the Contractor’s service offering changes substantially. Amendments shall be notified to existing customers in text form at least six weeks before they take effect. The notification of amendment shall contain the reason for the amendment, the amended provisions and a reference to the legal consequences of an objection or of failure to object. If the existing customer does not object to the amendment in text form within the period stated, the amendment shall be deemed to have been accepted. If the customer objects, the amendments shall not become effective in respect of that customer; in this case, each Party shall be entitled to extraordinarily terminate the contractual relationship at the time the amendment takes effect.
As of: 01.01.2026
