General Terms and Conditions

These General Terms and Conditions apply to all business relationships between THIS GmbH and entrepreneurs (§ 14 BGB), legal entities under public law, or special funds under public law. Corresponding orders are executed exclusively on the basis of the following conditions; other conditions will not become part of the contract, even if we do not expressly contradict them. Deviations require the explicit written consent of THIS GmbH, either by postal mail or electronically by email. § 305b BGB remains unaffected.

The offers from THIS GmbH are subject to change and non-binding. The order confirmation must be made in writing or via email.

Deadlines are only binding if they have been confirmed in writing or via email by THIS GmbH. The confirmation is subject to the condition that the client fulfills their cooperative duties as per §5 of these General Terms and Conditions. Should this prerequisite not be met, the deadlines must be renegotiated. In the event of a change in the subject matter of the contract, particularly the scope of the contract, the previously agreed deadlines shall no longer be valid. In this case, the parties shall immediately agree on new deadlines and delivery dates. Should THIS GmbH be unable to meet a deadline due to reasons beyond their control, the agreed completion deadline shall be extended by a reasonable period. In such an instance, THIS GmbH must inform the client immediately of the new possible completion date.

Unless otherwise stated, all prices are net prices excluding applicable statutory VAT. The scope of individual services and the compensation owed are derived from the service description transmitted with the offer from THIS GmbH and the price lists of THIS GmbH valid at the time of the order. Additional effort beyond the offer description, especially due to subsequent changes and additions requested by the client, will be charged as additional effort according to the agreed daily rates or, alternatively, according to the price lists of THIS GmbH valid at the time of the order. Upon conclusion of the contract, THIS GmbH is entitled to a down payment of 40% of the agreed total compensation in any case. The remaining payment is due upon acceptance of the services by the client. For agreed partial services, the proportional compensation is due upon acceptance of each partial service. For projects with a duration of more than one month, the provision of partial services is agreed upon. THIS GmbH invoices the provided partial services on a monthly basis and issues interim invoices for them. The invoice amounts are to be credited initially against the down payment made at the time of contract conclusion. The client must inspect the services immediately after they are made available. The client is obliged to accept the services if they meet the contractual requirements. The services are considered accepted if the client does not object to the provision in accordance with the contract within 10 working days after all contractually relevant data has been handed over to the client. For partial services, the complaint period begins upon delivery of the respective partial service or, for projects with a duration of more than one month, upon invoicing of the partial service provided in that month. Unless otherwise agreed, all invoices from THIS GmbH are payable without deduction 10 days after invoice issuance. If the payment deadlines are exceeded, the client is in default even without a reminder. In case of payment delay, default interest at the statutory rate (currently 9 percentage points above the base interest rate) is payable. This does not preclude the assertion of further damages caused by delay. The client may only offset with an undisputed or legally established claim or exercise a right of retention. This does not apply to any claims the client may have for completion or rectification of defects costs.

The Client commits to actively support the activities of THIS GmbH. In particular, the Client shall provide, free of charge, all the conditions necessary for the proper execution of the contract. This includes, among other things, that the Client: 

1. appoints a contact person who will be available to the employees of THIS GmbH as a point of contact during the agreed project duration. The contact person is authorised to make statements that are necessary as interim decisions or approvals in the course of continuing the contract. 
2. provides the employees of THIS GmbH with access at all times to the information necessary for their work and supplies them in a timely manner with all required information. 
3. provides feedback in written and consolidated form within the agreed project planning on the work results delivered by THIS GmbH. 
4. provides THIS GmbH with all the data, content, media necessary for the fulfilment of the contract in a timely manner.

1. Designs, concepts, and all other works (websites and their components, graphics, presentations, etc.) created by THIS GmbH must not be altered without their explicit consent, neither in the original nor in reproduction. Any complete or partial imitation is prohibited. In the event of a violation, the client must pay THIS GmbH a contractual penalty of 200% of the agreed fee.
2. The copyright for published designs, concepts, and other works (websites and their components, graphics, presentations, etc.) created by THIS GmbH remains solely with THIS GmbH. It transfers only the usage rights necessary for the respective purpose of use to the client, but no property rights. Unless otherwise agreed in writing, only the simple right of use is transferred.
3. The client will only receive the usage rights for all designs, concepts, and other works (websites and their components, graphics, presentations, etc.) upon full payment of the agreed fee, unless otherwise agreed in writing.
4. Even if the right of use has been granted to the client, THIS GmbH is entitled at all times to use all designs, concepts, and other works (websites and their components, graphics, presentations, etc.) for self-promotion. The transfer of usage rights to third parties by the client requires a written agreement between THIS GmbH and the client.
5. THIS GmbH has the right to be named as the author on all copies (hard and soft copies). If the client violates the right to attribution, they are obliged to pay THIS GmbH a contractual penalty amounting to 100% of the agreed fee. This does not affect the right of THIS GmbH to claim higher damages with a specific damage calculation.
6. The ideas, concepts, and designs created by THIS GmbH for coordination may only be used by the client for the purpose of viewing and reviewing the interim results. It is expressly prohibited to use them on the client's homepage, to make them available to third parties, or for similar purposes such as further processing a design for their own presentations. If the ideas, concepts, and designs are nevertheless used without acquiring a right of use by the client, THIS GmbH is entitled to a contractual penalty amounting to twice the offer price or the agreed fee. This does not affect the right of THIS GmbH to claim higher damages with a specific damage calculation.
7.  

1. THIS GmbH will provide individual services for each contract or project. Certain components of these services (e.g., graphical elements like icons, code fragments from HTML, CSS, and JavaScript) will inevitably be reused for individual contract works, meaning that the client does not acquire any exclusive rights to them – even after purchasing a usage right.
2. Should THIS GmbH, in specific cases, use graphics or fonts from royalty-free graphic collections or design collections, it cannot be ruled out that individual design components used by THIS GmbH for a contract may also be used by other users of these collections. No claims can be made against THIS GmbH as a result. Furthermore, THIS GmbH expressly reserves the right to multiple uses, as long as the license terms allow it.
3. If the client requires the use of "exclusive" material, i.e., such that is neither used in another project by THIS GmbH nor present in royalty-free collections, the necessary costs, especially license fees, creation, and procurement expenses, are to be separately compensated by the client. Despite careful examination, THIS GmbH does not guarantee that the used material will not be used in the same or similar form by third parties. The client can, in coordination with THIS GmbH, provide the desired exclusive material themselves. In this case, they guarantee that they possess all the necessary rights to the supplied material.

For advertising purposes, THIS GmbH may publish selected customers – as reference customers – and projects – as reference projects – on its websites, provided that the client does not expressly prohibit this in writing within one month of acceptance.

If the client is a merchant or a legal entity, they are only entitled to warranty rights if they have properly fulfilled their obligations to examine and notify of defects as required by § 377 HGB. 

Deviations in the representation or implementation from the concept and drafts, which are based on technical conditions and different standards, do not constitute a defect. 

The client is generally only entitled to demand rectifications at first. Only after two attempts at rectification have failed, can further warranty rights be claimed. 

If it turns out that a problem reported by the client as a defect actually does not trigger a warranty claim, THIS GmbH is entitled to charge for the expenses incurred in the analysis and other processing, provided that the customer is found to have acted with intent or gross negligence when reporting this defect.

THIS GmbH is liable without limitation insofar as the damage is based on intent or gross negligence or in case of injury to body or life. In all other cases, the liability of THIS GmbH is limited to the foreseeable extent of damage.

THIS GmbH does not verify whether the content registered or the pages of the client infringe the rights of third parties. The client is solely responsible for the legality and freedom from third-party rights of the terms and content of their pages they register, particularly in terms of copyright, competition law, and criminal law.

The client indemnifies THIS GmbH against all claims by third parties arising from the client's use of terms or content that are unlawful or encumbered with third-party rights.

THIS GmbH is entitled to transfer the external services necessary for the completion of the order to third parties. Insofar as contracts for external services with third parties are concluded in individual cases, the client is obliged to indemnify THIS GmbH from all liabilities upon first request in the internal relationship, which arise from the conclusion of the contract with the third party, especially from the obligation to pay the price for the external service.

THIS GmbH commits to adhering to data protection regulations, especially to keep confidential data secret and protect it from access by third parties. It commits to making data available to third parties only with the explicit or implied consent of the client.

Employees of THIS GmbH and subcontractors, including their employees, are not considered third parties in the context of this regulation.

THIS GmbH commits to obligating its employees to confidentiality in accordance with the first paragraph.