General Terms and Conditions - GTC
Scope and definitions
- These General Terms and Conditions (hereinafter referred to as "GTC") apply to all contracts, services and deliveries concluded or provided between mprofi AG (hereinafter referred to as "Agency") and its customers (hereinafter referred to as "Customer"), unless expressly agreed otherwise.
- The Customer acknowledges the validity of these GTC by commissioning the Agency or using the Agency's services. Deviating or conflicting terms and conditions of the customer are not recognized, unless the agency has expressly agreed to their validity in writing.
- In the following, the term "digital agency" is also used for the term "agency". The term "Customer" shall be understood to include both natural persons and legal entities as well as partnerships acting in the exercise of their commercial or independent professional activity.
Conclusion of Contract
- The offers of the agency are subject to change and non-binding. A contract shall only be concluded upon written confirmation of the order by the Agency or upon provision of the agreed services.
- The Agency is entitled to use subcontractors to fulfill its contractual obligations. The Agency shall be liable for the conduct of subcontractors as for its own conduct.
Description and scope of services
- The Agency provides services in the field of digital communication, such as the creation and maintenance of websites, online marketing, social media management, search engine optimization, graphic and web design, and the development of software and applications.
- The exact scope of the services to be provided by the Agency shall be specified in the respective contract or in the order confirmation. Changes or additions to the scope of services require the written form and the consent of both parties.
- The Agency is entitled to provide the agreed services in parts, provided that this is reasonable for the customer and the overall success of the order is not jeopardized.
Obligations of the customer
- The customer is obliged to provide the agency with all information, materials and documents required for the execution of the order in a timely manner and in a suitable form.
- The customer is responsible for the accuracy and completeness of the information, materials and documents provided by him. The Agency is not obliged to check these for correctness or completeness.
- The Customer shall ensure that it holds all necessary rights and licenses to the materials provided by it and that the use of these materials by the Agency within the scope of the execution of the contract does not violate any rights of third parties.
- The Customer is obligated to inspect the services provided by the Agency immediately upon receipt and to report any defects in writing without delay. If the customer fails to give timely notice of defects, the services shall be deemed approved.
Remuneration and terms of payment
- The remuneration for the services rendered by the Agency shall be specified in the respective contract or in the order confirmation. Unless otherwise agreed, remuneration shall be based on the Agency's price list valid at the time of conclusion of the contract.
- The Agency shall be entitled to demand reasonable advance payments or payments on account. In the case of longer-term projects or the provision of recurring services, the Agency may agree to monthly or quarterly billing.
- All agreed prices are exclusive of the applicable statutory value added tax.
- Invoices of the Agency are due for payment within 14 days from the date of invoice without deduction, unless a different payment period has been agreed upon. In the event of late payment by the customer, the Agency is entitled to claim interest on arrears at the statutory rate as well as reminder costs.
Warranty and liability
- The Agency is liable for the defect-free and contractual performance of the agreed services. In the event of defects, the Agency shall be obligated to subsequent performance, which, at the discretion of the Agency, may be effected by rectification of the defect or by delivery of a defect-free service.
- If the supplementary performance fails, the customer is entitled to reduce the price appropriately or to withdraw from the contract. Claims for damages by the customer due to defects are excluded, unless the agency is liable for intent or gross negligence.
- The Agency is not liable for damages resulting from errors, delays or interruptions in the transmission of data, in the event of malfunctions of technical equipment, incorrect content, loss or deletion of data or viruses, unless such damage was caused by the Agency intentionally or through gross negligence.
- The liability of the agency for other damages is limited to intent and gross negligence. Liability for indirect damages, consequential harm caused by a defect or loss of profit is excluded, as far as no mandatory legal liability regulations are opposed.
- The limitations of liability shall also apply in favor of the Agency's vicarious agents and subcontractors.
- The warranty period is twelve months from acceptance of the service, unless a longer period is prescribed by law.
Copyrights and rights of use
- The Agency shall grant the Customer the rights of use necessary for the agreed purpose to the services created within the framework of the execution of the contract. Unless otherwise agreed, the customer receives a simple, non-transferable right of use to the services created.
- The rights of use shall not pass to the customer until the agreed remuneration has been paid in full.
- The Agency reserves the right to use the services it has provided as reference objects and to refer to them in the context of its own advertising, provided this is reasonable for the Customer.
Confidentiality and data protection
- The contracting parties undertake to treat all knowledge of business secrets and confidential information of the other party obtained in the course of the execution of the contract as confidential and not to pass it on to third parties or use it for their own purposes, unless this is necessary for the fulfillment of the purpose of the contract.
- The Agency undertakes to observe the provisions of data protection law and to process personal data of the Customer only within the scope of the purpose of the contract. The Agency shall take all necessary technical and organizational measures to protect the personal data of the Customer.
- Changes and additions to these GTC as well as subsidiary agreements must be made in writing. This also applies to the cancellation of the written form requirement.
- Should any provision of these GTC be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provision, such valid and enforceable provision shall be deemed to have been agreed which comes closest to the meaning and purpose of the invalid or unenforceable provision.
- These GTC shall be governed by the laws of the country in which the Agency has its registered office, excluding the conflict of laws rules and the UN Convention on Contracts for the International Sale of Goods.
- For disputes arising from or in connection with these GTC or the use of the services of the Agency, the court at the seat of the Agency shall have exclusive jurisdiction, unless mandatory statutory provisions are not applicable.
- The contract language is German. In case of translations of these GTC into other languages, the German version shall prevail in case of discrepancies or questions of interpretation.
- The European Commission provides a platform for online dispute resolution (OS), which can be found at the Internet address https://ec.europa.eu/consumers/odr/. However, the Agency is neither obliged nor willing to participate in a dispute resolution procedure before a consumer arbitration board.
- The customer is not entitled to transfer its rights and obligations under the contract to third parties without the consent of the Agency.
- The Agency is entitled to transfer its rights and obligations under the contract to third parties, provided that this is reasonable for the customer and the overall success of the order is not jeopardized.
- The Agency reserves the right to change these GTC at any time and without prior notice. Users are obliged to regularly inform themselves about the current GTC and to adjust their use of the Agency's services accordingly. Continued use of the Agency's services after the amended GTC come into force shall be deemed to constitute acceptance of the amendments.