For each transaction or regulated business between each customer and the Deep Web Solutions GmbH hereinafter referred to as “Agency”, these “General Terms and Conditions” apply exclusively. Conflicting agreements or conditions are only effective if they are explicitly and in writing recognized by the Agency.
1. Subject of the contract
The following terms and conditions apply to all legal transactions of Deep Web Solutions GmbH, hereinafter referred to as “agency” in short, with their contractual partners, hereinafter referred to in short form as “customer”. Terms and conditions of the customer deviating from these terms and conditions are only accepted by the agency after separate and written acknowledgment.
The agency provides services in the areas of website creation, advisory services, online marketing, and active advertising advertising. The further description of the services are specified in the customer or project-specific offers, contracts and verbal agreements.
All agreements made between the agency and the customer for the purpose of executing an order must be agreed in writing. Changes, supplements and additional agreements must be made in writing in order to be effective.
Agreements deviating from or supplementing the “General Terms and Conditions” must be in writing. If individual sections or provisions of these terms and conditions below are ineffective, the liability of the remaining conditions and concluded contracts shall remain unaffected. The ineffective provision is to be replaced by an effective one that comes closest to its purpose.
The customer agrees that correspondence can also be made by e-mail. Offers made by the agency are binding confirmations of the agreed content of the contract, unless the client objects to them within a maximum of three working days.
2. Elements of the contract and changes to the contract
Basis for the agency work and part of the contract is the verbal agreement in addition to the offer or closed contracts. For this purpose, a briefing is created internally which the customer can request if necessary.
Any change and / or supplement to the contract and / or its components must be in writing. The customer has to bear the resulting additional costs.
Events of force majeure entitle the Agency to postpone the project commissioned by the customer by the duration of the disability and a reasonable start-up time. A claim for damages by the customer against the agency does not result. This also applies if important dates and / or events for the customer can not be met and / or do not occur.
3. Copyright and usage rights
The customer may, if this is contractually agreed, with full settlement of the agreed payment for the agreed period and the agreed extent of the rights of use to the work created by the agency, resulting from the contractual relationship, received.
This transfer of rights of use applies, as far as a transfer is possible under German law and applies to the agreed use in the territory of the Federal Republic of Germany. Uses, which go beyond this area, require a written agreement within the scope of the order or a separate written Nebenabrede. The rights of use for commissioned work and services that have not yet been paid upon termination of the contract remain with the agency.
The services developed in the context of the order are protected as personal intellectual creations by the copyright law. This provision shall also be deemed agreed if the amount of creation required by the Copyright Act has not been attained.
The Agency may sign the work developed by it in an appropriate and customary manner and publish the order for self-promotion. This signing and promotional use can be excluded by a separate agreement between agency and customer.
The work of the agency may not be changed by the customer or by the customer commissioned third party either in the original or in the reproduction. Any imitation, even of parts of the work, is inadmissible. In the case of infringement, the agency is entitled to an additional fee from the customer of at least 2.5 times the originally agreed fee.
The transfer of granted rights of use to third parties and / or multiple uses are, if not regulated in the first order, subject to fees and require the consent of the Agency.
The agency is entitled to request information about the scope of use.
4. Remuneration / terms of payment
The remuneration agreed in the contract applies, unless otherwise agreed by contract, payments are due within 14 days of invoicing without any deductions. If the payment deadlines are exceeded, the Agency shall be entitled to a default interest of 10% above the base lending rate pursuant to § 1 of the Discount Rate Transition Act without further reminder. The right to assert further damage remains unaffected by this provision.4.2If the development of the agreed services extends over a longer period, the Agency may charge the customer for advance payments for the partial services already provided. These partial services do not have to be available in a form which can be used by the customer and may also be available as a pure working basis on the part of the agency.4.3When the customer changes or aborts orders, work and the like and / or if the conditions for the service provision change , the Agency will be reimbursed for any costs incurred thereon and the Agency exempted from any liabilities to third parties.4.4When the Customer withdraws from an order prior to the start of the Project, the Agency will charge the Client the following percentages of the original contractually agreed fee as a cancellation fee: up to six Months before the start of the order 10%, from six months to three months before the start of the order 25%, from three months to four weeks before the start of the order 35%, from four weeks to two weeks before the start of the order 50%, from two weeks before the start of the contract 60% .4.5.For new customers and new P projects with a down payment of at least 30% of the total project costs. Only after receipt of payment, the agency starts with the commissioned project. From this day onwards, the projected project duration is counted.4.6 All prices quoted in offers and orders and the resulting amounts payable are exclusive of statutory value added tax.4.7 Agency commissions will be 100% passed on to the client upon agreement. For this purpose, if necessary, a “handling fee” of 20% on the total order but at least 50, – EUR will be charged.4.8 Unforeseeable additional expenditure requires the mutual agreement and, if necessary, the posthonorization. As a rule, the effort is calculated in hours. Standard rates for agency hours are 100 € plus statutory VAT.5. Secrecy of the Agency5.1The content of contracts or other agreements that are disclosed between the client and the agency in an offer or contract in any form whatsoever, whether oral or written, and which are either clearly marked as confidential upon disclosure or Trade secrets or other confidential information concerning details of the products and services, employees, customers and suppliers shall be deemed to be confidential information and also their employees and third parties recruited to do so in absolute silence.5.2The Parties shall be obliged to treat such confidential information as confidential and not to use it for any purpose other than the performance of the contract or the performance of legal obligations or official orders and to disclose it to third parties Non-Use and Non-Disclosure Obligation does not apply to any part of Confidential Information that is or has become publicly known without violating the Party’s obligation to maintain secrecy. The transfer of orders to third parties remains unaffected by this agreement.5.3This confidentiality obligation shall continue after the termination of the binding effect of an offer or after termination of a contract for a period of one year.7. Obligations of the customer7.1The customer shall provide the agency with all data and documents required for the implementation of the project free of charge. All work documents are handled with care by the agency, protected against access by third parties and used only for the purpose of the respective order.7.2The customer will only award contracts to other agencies or service providers in consultation with and in agreement with the agency in connection with a commissioned project .8th. Warranty and Liability of the Agency / Acceptance and Release8.1The risk of legal admissibility of the measures developed and carried out by the Agency is borne by the customer. This applies in particular in the event that the actions and measures violate the requirements of competition law, copyright and special advertising laws. However, the agency is obliged to draw attention to legal risks, provided that they become aware of them in their activities. The customer releases the agency from claims of third parties, if the agency acted at the express request of the client, even though it informed the customer of concerns about the admissibility of the measures. The registration of such concerns by the Agency with the customer must be made immediately after becoming known in written form. If the Agency considers that a competition test by a particularly knowledgeable person or institution is necessary for an action to be carried out, the customer shall bear the costs thereof, in consultation with the Agency.8.2The Agency shall in no event be liable for the statements made in the advertising about products and services Services of the customer. The agency is also not liable for the patent, copyright and trademark protection or registration of the ideas, suggestions, proposals, conceptions and drafts provided in the context of the contract. 8. The agency is only liable for damages that it or its vicarious agents intentionally or grossly negligently brought about. The liability of the agency is limited to the one-time income of the agency resulting from the respective order. The Agency’s liability for consequential damages resulting from the breach of contract is excluded, if and to the extent that the Agency’s liability does not result from a breach of the obligations essential to fulfill the purpose of the contract.8.4The acceptance is subject to the statutory provisions , Acceptance and payment constitute acceptance. Acceptance shall be the same if the customer does not accept the acceptance of the acceptance of the work within a period of one week, unless a different period has been set or agreed in individual cases. After acceptance / approval of the work, claims for defects can no longer be asserted.10. Services of third parties10.1Fireless employees or third parties engaged by the agency are vicarious agents of the agency. The customer commits himself to commissioning these employees, who are employed by the agency during the execution of the order, neither directly nor indirectly with projects during the 12 months following completion of the contract without the agency’s cooperation.11. Working documents and electronic data11.1All working documents, electronic data and records produced by the Agency as part of order processing shall remain with the Agency. The publication of these documents and data can not be requested by the customer. The agency owes payment of the agreed fee, the agreed performance, but not leading to this result intermediate steps in the form of sketches, drafts, production data etc.13. Duration of contract, periods of notice13.1The contract comes into force with its signature. He will be contracted for the contract period mentioned in the contract. If the contract is concluded for an indefinite period, it may be terminated by both parties at the end of the quarter with a notice period of three months. The right to termination without notice for good cause remains unaffected by this provision. Termination requires the written form.14. Final provisions14.1 The customer is not entitled to assign claims from the contract.14.2 Offsetting or the assertion of a right of retention by the customer is only permitted with recognized or legally established counterclaims.14.3The law of the Federal Republic of Germany applies. The place of fulfillment and jurisdiction is Bremen.14.4 Should a provision of these General Terms and Conditions be wholly or partially invalid or lose their legal validity at a later date, this shall not affect the validity of the remaining provisions. In place of the ineffective provision, by means of the adaptation of the contract, another appropriate provision shall apply that is economically closest to what the contracting parties would have wanted if they had been aware of the ineffectiveness of the provision.last modification: 22.05.2018