General Terms and Conditions

amce Studios GmbH

Rheinstraße 34

64283 Darmstadt

germany

Hereinafter: Provider

Scope and subject matter

The present general terms and conditions (GTC) apply to all contracts concluded between the provider and the customer. The customer's terms and conditions deviating from these terms and conditions do not apply, unless the provider and the customer have expressly agreed to this. The provider does not conclude contracts with consumers or private individuals. Its offer is aimed exclusively at entrepreneurs.

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The provider's range of services includes the creation and development of websites. The individually agreed services result from the contract concluded individually between the provider and the customer.

The term “website” in these terms and conditions includes all forms of websites, including online shops. The provider is entitled, in its own name and on their own account, to subcontractors, who in turn may also use subcontractors. The provider remains the sole contractual partner of the customer. The provider will not use subcontractors if it is obvious to him that the use is contrary to the customer's legitimate interests.

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Conclusion of contract

If the customer wishes to make use of the provider's services, he first makes an enquiry with the provider with as detailed a description as possible of the services he wants. This request represents an invitation to submit an offer by the provider. The provider will check to the best of its knowledge and belief whether the customer's wishes described in the request are complete, unambiguous, realizable, free from contradictions and suitable for the desired form of implementation and will prepare an offer on this basis. However, the provider will not carry out a legal review of customer requests. Only when the customer accepts the provider's offer is a contract concluded between the provider and the customer.

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If the provider's offer contains drafts, samples or design suggestions, but no contract is concluded, the customer has no claim to surrender the drafts, samples, design suggestions or, if applicable, the associated source codes, copies, etc. In this case, the customer must delete, destroy and/or hand over all copies to the provider.

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Customer's obligations to cooperate

If the conclusion of an order processing contract (AV contract) in accordance with Article 28 GDPR is required for individual services, both parties agree to conclude such a contract before the provision of the relevant services begins. The AV contract must always be provided by the provider. The customer is obliged to provide complete, timely and correct information, data (e.g. for the legal notice), works (texts, images, layouts, graphics, etc.) and accesses provided by him for the purpose of fulfilling the order. The customer himself is responsible for procuring the material for designing the websites and other works (e.g. graphics, texts), unless the provider and the customer have expressly agreed otherwise. If the customer does not provide the material or does not provide it in good time and does not make any further requirements, the provider is entitled, at its own discretion, to use image material from current providers (e.g. stock photo providers) or to provide the corresponding parts of the website with a placeholder. If the customer provides (necessary) cooperation or assistance late, the provider is not liable for any resulting delays and delays in the implementation of projects.

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If the customer provides the provider with texts, images or other content as part of the order, the customer is responsible for ensuring that this content does not infringe the rights of third parties (e.g. copyrights). By law, the provider is not allowed to provide legal advice services to the customer. In particular, the provider is not obliged and not entitled to check the customer's business model and/or the works created or acquired by the customer himself (texts, images, layouts, graphics, etc.) for compliance with applicable law and, in particular, will not carry out trademark searches or other claims of intellectual property rights with regard to the works provided by the customer. If the customer issues specific instructions regarding the work to be manufactured, he himself is liable for this.

If the customer does not comply with its obligations under this section, the provider may charge the customer for the time required (e.g. costs for stock photos and time spent searching for them).

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Acceptance

The provider is entitled to demand acceptance of work services in writing. The customer only owes written acceptance if the provider requests him to do so. The acceptance provisions of the Civil Code remain otherwise unaffected.

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The provider and the customer set the acceptance period within the meaning of Section 640 (2) S. 1 BGB at 2 weeks from notification of the completion of the work, unless a longer acceptance period is required in individual cases due to special circumstances, which the provider will inform the customer separately in this case. If the customer does not comment within the acceptance period or does not refuse acceptance due to a defect, the work is considered accepted.

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remuneration

The provider and the customer conclude an individual contractual agreement on the remuneration of the order, which is generally based on the offer.

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The provider is entitled to adjust its prices regularly to the extent that its own costs for providing the service increase. Customers with existing contracts will be notified of the price adjustment by email at least one month before the change comes into effect. If the customer does not object within the period set in the notification of change, this is considered consent. Notification of the intended price adjustment will indicate the deadline and the consequences of the objection or failure to do so. If the customer objects to the price adjustment, his contract will be terminated extraordinarily at the time the price adjustment comes into force.

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Contract period for continuing obligations

Subject to different provisions within and outside these terms and conditions, continuing obligations (e.g. maintenance contracts) have a minimum term of 12 months. The notice period is 3 months. If the contract is not terminated in due time at the end of the term, it is automatically extended by a further 12 months.

The right to extraordinary termination for good cause remains unaffected.

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Warranty for defects, liability and indemnification

An insignificant defect does not give rise to any claims for defects. The choice of the type of subsequent performance is up to the provider. The limitation period for defects and other claims is one (1) year; this limitation does not apply to claims resulting from intent, gross negligence or injury to life, or health by the provider. The limitation period does not begin again if a replacement delivery is made as part of the liability for defects. Otherwise, the statutory warranty for defects remains unaffected.

The provider's liability for all damages is limited as follows: In the event of a slightly negligent breach of an essential contractual obligation (“cardinal obligation”), the provider is liable in each case limited to the damage foreseeable, typical of the contract at the time of conclusion of the contract. Cardinal obligations are obligations whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance a party may regularly rely. This limitation of liability does not apply in the event of gross negligence or intentional action as well as in the event of mandatory legal liability, in particular when assuming a guarantee or in the event of culpable injury to life, body or health. The above liability provision also applies with regard to the liability of the provider for its vicarious agents and legal representatives.

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The customer releases the provider from any claims made by third parties against the provider as a result of breaches by the customer of these terms and conditions or of applicable law.

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Creating web pages

The subject of contracts concluded between the provider and the customer for the creation of websites is generally the development of new websites or the expansion of existing websites (e.g. integration of new interfaces) in compliance with the customer's technical and/or design requirements. Contracts concluded between the provider and the customer for the creation of websites are work contracts within the meaning of Sections 631 et seq. of the German Civil Code.

Unless the provider and the customer have agreed otherwise, the websites created are optimized for mobile devices.

Unless otherwise agreed, the created web pages are optimized for all common browsers in their current versions (the latest two versions of the browser in each case).

The verification or procurement of rights, the procurement of tools (e.g. statistics) or certificates (e.g. SSL/TLS) or the provision of source codes, development, application or other additional documentation are only to be provided by the provider if this has been expressly agreed in an individual contract.

After completion of the website, the provider will ask the customer to accept the website.

If the customer does not use hosting services from the provider but from third-party providers for the new website, the provider assumes no responsibility for the respective servers and their configuration, the data lines and/or the accessibility of the website.

Unless the provider and the customer have agreed on any additional maintenance and care services, the customer alone is responsible for the technical maintenance and up-to-dateness of the website after acceptance. The provider is not liable to the customer for any security gaps that are exploited by third parties for illegal purposes through the use of outdated software (hacking).

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Preparation of the legal notice and privacy policy with generators

If the provider and the customer have agreed on this, the provider creates the privacy policy and the legal notice for the customer's website. The provider uses generators for this purpose. The provider only owes the creation of the texts with the generators; the customer himself is responsible for the legal and content verification.

The customer is obliged to provide the provider with all necessary information for preparation in a timely, correct and complete manner. The customer must independently inform themselves and the provider about special information requirements under the legal notice (e.g. professional liability insurance, occupations subject to licensing, etc.) and the data protection declaration. In this context, it is pointed out once again that the provider is not allowed by law to provide legal advice to the customer.

The customer must independently and immediately notify the provider of any changes relating to the information in the legal notice or in the privacy policy.

The customer must separately order the provider to update the legal notice or the privacy policy after completion and acceptance of the website, unless otherwise agreed in an individual contract.

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web hosting (resell)

The provider and the customer can agree on the provision of hosting services, in particular as an additional option as part of website creation. The specific scope of services (storage space, certificates, etc.) is the subject of individual contractual agreements between the parties. The provider is entitled to make use of third-party services in any form in connection with the provision of hosting services.

Unless the provider and the customer have agreed otherwise, the provider takes over the administration and administration of the data in the event of an assignment as a host. In principle, the customer does not have access to the administration backend of the hosting system.

The availability of the servers used by the provider for hosting purposes is at least 99% on an annual average. This excludes those times during which the servers cannot be reached due to events beyond the control of the provider (force majeure, acts of third parties, technical problems, etc.).

Unless the provider and the customer have agreed otherwise, the customer is not entitled to the allocation of a fixed IP address for his website. Technical or legal changes are possible at any time and are reserved.

The customer is obliged not to pass on his passwords and other access data — if these have been made available to him by the provider — to third parties and to change them regularly. The customer himself is responsible for any misuse by third parties, insofar as he is responsible for this.

The customer is required to make regular backup copies of their hosted data. If the customer is unable to do so, he must commission the provider or other professionally suitable third parties to provide security. The customer himself is liable for any data loss that occurs due to a lack of data backup.

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domain registration

The provider and the customer can agree on the provision of domain registration services, in particular as an additional option as part of website creation. The specific scope of services is the subject of individual contractual agreements between the parties.

The contractual relationship required to register the respective domain is established directly between the customer and the respective domain registrar. In the relationship between customer and registrar, the provider only acts as an intermediary, without having any influence on the allocation of the domain.

The customer is solely responsible for ensuring that the desired domain does not infringe the rights of third parties. A verification of the domain by the provider is not required.

For the registration of domains, the respective conditions of the individual issuing bodies also apply. In the event of an intended registration, the provider will inform the customer of any special features.

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Maintenance and maintenance of websites

After completing a website and/or individual parts of it, the provider can offer the customer maintenance and care services relating to the website. The provider can also offer maintenance of third-party websites. However, neither is the provider obliged to make such an offer, nor does the customer have to make use of the provider's further service offerings. Corresponding agreements are exclusively the subject of individual agreements.

The subject matter of the maintenance contracts is the elimination of malfunctions and the occasional update of the website for common web browsers in its current version by the provider. Further details, such as regular maintenance, may be agreed on an individual contract.

The prerequisite for maintenance is that the content to be maintained is compatible with the provider's systems. Compatibility may be affected in particular by outdated components of the content to be maintained or by unauthorised changes by the customer. If compatibility is not guaranteed, the customer must establish it independently (e.g. through appropriate updates) or separately commission the provider to establish compatibility.

The provider is not liable for malfunctions and incompatibilities caused by the customer's own unauthorized changes or based on other errors for which the provider is not responsible; the provisions under “Liability and Indemnification” remain unaffected by this.

Maintenance includes only the technical but not the content update of the website, in particular not the update of the legal notice or the privacy policy, unless the provider and the customer have expressly agreed to this.

SEO marketing

If the provider and the customer agree on services in the area of SEO marketing, the provider only owes the implementation of measures within the scope of the service provision which, in the provider's own experience, can positively influence the search engine ranking or which are expressly required by the client. This is a service within the meaning of Sections 611 et seq. of the German Civil Code. A specific result (e.g. a specific ranking in the Google results list) is not owed as part of the SEO services, unless the provider and the customer have expressly agreed to this.

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SEA campaigns

If the provider and the customer agree on services in the area of SEA campaigns, the provider owes exclusively the submission of suggestions regarding effective advertising keywords and, after approval by the customer, the implementation of the measure (placement of advertisements). These are services within the meaning of Sections 611 et seq. of the German Civil Code. A specific result (e.g. sales figures) is not owed as part of SEA services, unless the provider and the customer have expressly agreed to this.

In addition to the right to remuneration for the service, the provider is also entitled to reimbursement of expenses with regard to the paid advertisements vis-à-vis the customer.

The provider is not obliged to verify the legality of keywords. The provider provides the customer with suggestions regarding the booking of keywords. The customer is responsible for the legal review, in particular for the trademark rights of third parties, and approval of the keywords before carrying out the campaign.

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social media marketing

If the provider and the customer agree on technical assistance in creating and/or maintaining social media presences, the provider is solely responsible for the technical creation of the social media pages and/or the technical incorporation of the content to be provided by the customer.

If the provider and the customer have expressly agreed to this, the provider also creates social media advertisements for the customer; these are advertisements that are created specifically via the system provided for this purpose by the corresponding social media platform. The provider only owes the creation of advertisements based on individual customer requirements. However, certain results (e.g. sales figures) are not owed.

The selection of content (images, texts, videos, impressions, etc.) is solely the responsibility of the customer. The provider will not check this content for its content or legal accuracy. In this respect, it is expressly pointed out that the provider is not allowed to provide legal advice to the customer. Should he nevertheless discover in individual cases that the content provided by the customer violates applicable law, he may refuse to post such content.

In addition to creating social media pages, posting in the name and under the name of the customer (so-called ghost posting) can also be arranged by the provider. The provider is free to design the content, provided that there are no requirements from the customer. There is no obligation to respond to or monitor posts from third parties. This is the responsibility of the customer as operator. The customer alone is the service provider within the meaning of § 10 TMG. Details are the subject of individual contractual agreements.

As part of the management of social media sites, the provider is only the customer's order processor.

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Content marketing and press releases

If the provider and the customer agree on professional content marketing (text creation/copywriting) and/or the preparation of press releases, the billing and duration of the order is based on the requirements of the accepted offer.

The content of the texts is based on the customer's specifications. As soon as the agreed text has been completed, the provider will send the created texts to the customer for review and approval. When press releases have been approved, a distribution date is set on which they are to be transmitted to the media.

Unless otherwise agreed, the customer has the right to two cycles of corrections or amendments. Complaints regarding stylistic design or the incorporation of new information into the text are generally excluded after the second round of amendments. If the customer wishes to make further changes, he must bear the additional costs.

If the provider has been commissioned to integrate the texts into public media (e.g. online or print media), the provider will only publish texts that have been approved by the customer. For errors discovered after approval, the provider is exclusively liable in accordance with the regulations under the heading “Warranty for Defects, Liability and Indemnification”.

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consulting services

If the provider and the customer agree to provide consulting services, the provider owes exclusively an assessment of the subject matter of the consultation to the best of its knowledge and belief as part of the provision of services. In particular, no legal advice is owed.

Consulting services are services within the meaning of Sections 611 et seq. of the German Civil Code. On the other hand, a specific result is only owed as part of the service in the form of advice if the provider and the customer have expressly agreed to this.

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Market monitoring

If the provider and the customer agree on services in the area of market monitoring, the provider owes only the market monitoring measures agreed with the customer in advance as part of the service provision. This is a service within the meaning of Sections 611 et seq. of the German Civil Code. A specific result (e.g. sales figures) cannot be guaranteed based on market monitoring, unless the provider and the customer have expressly agreed to this. The billing and duration of the assignment are based on the requirements of the accepted offer.

Logo design and concept

After agreement with the customer, the provider will design and design the logo. To do this, the customer first submits an enquiry to the provider with as detailed a description as possible of the desired logo. This request represents an invitation to submit an offer by the provider. The provider will check the customer's ideas described in the request for completeness, suitability (with the exception of legal suitability, in particular the rights of third parties), clarity, feasibility and freedom of objection and will prepare an offer based on the wishes arising from the customer request. A contract between the provider and the customer is only concluded once the offer has been accepted by the customer.

If the customer commissions the provider to design and design the logo, there is expressly no review of the admissibility of competition law, trademarks or other property rights or the registrability by the provider.

The prerequisite for the provider's activity is that the customer provides the provider with all data required for the implementation of the project (color definition, etc.) in a completely suitable form before the start of the order. If the customer does not comply with this obligation, the provider may charge the customer for the time required as a result.

Unless the provider and the customer have agreed otherwise, the customer has the right to two correction cycles. Once these correction loops have been carried out, requests for adjustments and complaints (particularly with regard to artistic design) will no longer be considered. If the customer wishes further changes after the second correction cycle, the provider can make these to the customer for an additional fee to be agreed upon.

The drafts presented within the review loop may not be used, reproduced or passed on to third parties in their original or modified form by the customer without the express consent of the provider.

As soon as the agreed service item has been completed, the provider will ask the customer to accept the work. The logo design or concept is sent to the customer in a common file format.

Unless otherwise agreed in an individual contract, the provider may demand that a suitable copyright notice be placed at an appropriate location on the created works.

The remuneration for logo design and concept is the subject of an individual contractual agreement between the parties.

The provider grants the customer the rights of use necessary for the respective purpose. A transfer of rights of use to third parties requires an individual contractual agreement.

The rights of use are only transferred to the customer after full payment of the remuneration.

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Video and photography

If the provider and the customer agree to create professional videos and photographs, the individually agreed services result from the contract concluded individually between the provider and the customer. To this end, the customer first submits an enquiry to the provider with as detailed a description as possible of the services he wants. This request represents an invitation to submit an offer by the provider. The provider will check the customer's ideas described in the request for completeness, suitability (with the exception of legal suitability, in particular the rights of third parties), clarity, feasibility and freedom of objection and will prepare an offer based on the wishes arising from the customer request. A contract between the provider and the customer is only concluded once the offer has been accepted by the customer.

The customer's requirements are taken into account to the best of our knowledge and belief. The provider and the customer recognize that the creation of videos and photographs is a creative effort that requires a high degree of artistic freedom. The provider is therefore solely responsible for creating a work which, in the provider's own experience and assessment, meets the customer's wishes. Complaints regarding artistic design are generally excluded.

Unless otherwise agreed, the customer has the right to two correction loops with regard to image processing or video editing (e.g. through filters and effects) of the photographs or videos created; however, a new creation of the photographs or videos is excluded. Complaints regarding artistic design are generally excluded. If the customer wishes to make further changes, he must bear the additional costs

If the customer makes people available to create the videos or photographs (e.g. their employees or professional models), he is solely responsible for ensuring that the persons concerned have consented to the use of the recordings. In particular, he is responsible for concluding appropriate model release contracts and obtaining GDPR-compliant employee obligations.

As soon as the agreed service item has been completed, the provider will ask the customer to accept the work.

Unless otherwise agreed in an individual contract, the provider may demand that a suitable copyright notice be placed at an appropriate location on the created works.

Unless otherwise agreed in the contract and not otherwise expected from the purpose of the contract, the customer will generally only receive finished recordings for the respective purpose. The customer has no claim to the return of raw data or editable files (RAW files, etc.).

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print design

The subject of print design contracts between the provider and the customer is generally the development of the customer's design requirements for print products (e.g. design of banners, post graphics, posters, flyers, car or shop window stickers, textiles or logo designs). Design contracts concluded between the provider and the customer are work contracts within the meaning of § 631 et seq. of the German Civil Code. The individually agreed services result from the contract concluded individually between the provider and the customer. To this end, the customer first submits an enquiry to the provider with as detailed a description as possible of the design services he wants. This request represents an invitation to submit an offer by the provider. The provider will check the customer's ideas described in the request for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and freedom from contradiction and will prepare an offer on the basis of the wishes arising from the customer request. A contract between the provider and the customer is only concluded once the offer has been accepted by the customer.

After assignment, the customer's requirements are discussed in a briefing as required and the specifications are specified. At this stage, customer requests can be submitted, provided that they are covered by the originally agreed scope of services. Adjustments become part of the original contract when both parties agree in writing. Otherwise, the provider is only obliged to produce the items listed in the contract. Additional services must be agreed and paid separately.

As soon as the agreed service item has been completed, the provider will ask the customer to accept the work.

Unless otherwise agreed, the customer has the right to two correction cycles. Complaints regarding artistic design are generally excluded. If the customer wishes to make further changes, he must bear the additional costs.

The prerequisite for the provider's activity is that the customer provides the provider with all data required for the implementation of the project (texts, templates, graphics, etc.) in full and in a suitable form before the start of the order. The provider is in no way responsible vis-à-vis the customer for delays and delays in the implementation of projects caused by late (necessary) cooperation or assistance from the customer. If the customer does not comply with this obligation, the provider may charge the customer for the time required as a result.

The remuneration is the subject of an individual contractual agreement between the parties.

Unless otherwise agreed in the contract and not otherwise expected from the purpose of the contract, when creating print products, the provider only owes the transfer of a print file (e.g. PDF, JPG or PNG) in addition to the contractually agreed services. The customer is not entitled to the release of an editable file (e.g. Word, Indesign).

Granting of rights/self-promotion

After full payment of the order by the customer, the provider generally grants the customer a simple right of use of the corresponding work results at the time they are created. Further rights can be agreed on an individual contract.

Unless otherwise agreed, the customer expressly grants the provider permission to publicly present the project for the purpose of self-promotion (references/portfolio). In particular, the provider is entitled to advertise the business relationship with the customer and to refer to himself as the author on all advertising material created and in all advertising measures, without the customer being entitled to any claim for payment.

Furthermore, the provider is entitled to place its own name with a link in the footer and in the imprint of the website (s) created by the provider in an appropriate manner, without the customer being entitled to any claim for payment.

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confidentiality

The provider will keep all business transactions of which it is aware of, in particular printed documents, layouts, storyboards, figures, drawings, audio tapes, images, videos, DVD, CD-ROMs, interactive products and such other documents which contain films and/or audio plays and/or other copyrighted materials from the customer or affiliated companies.

The provider undertakes to impose the duty of confidentiality on all employees and/or third parties (e.g. suppliers, graphic artists, programmers, film producers, recording studios, etc.) who have access to the above-mentioned business transactions.

The confidentiality obligation applies indefinitely beyond the duration of this contract.

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miscellaneous

The contracts concluded between the provider and the customer are subject to the substantive law of the Federal Republic of Germany, excluding the UN sales law.

If the customer is a merchant, legal entity under public law or a special fund under public law or has no general place of jurisdiction in Germany, the parties agree that the provider's registered office will be the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction remain unaffected.

The provider is entitled to amend these terms and conditions for factually justified reasons (e.g. changes in case law, legal situation, market conditions or business or corporate strategy) and within a reasonable period of time. Customers with existing contracts will be notified of this by email no later than two weeks before the change comes into effect. If the customer does not object within the period set in the notification of change, this is considered consent. Notification of the intended change to these terms and conditions will indicate the deadline and the consequences of the objection or failure to do so. If the customer objects to the change, the provider is entitled to extraordinarily terminate the contract at the time the change comes into force.

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Status: 22.09.2022

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