AGB's

§ 1 General, scope of application

(1) The following General Terms and Businessbedingun(“AGB”) are valid for all Contracts, in particular Work and servicecontracts, between VReestyle GmbH, Stadionweg 7/9, 48485 Neuenkirchen (“Agency“) and our customers provided that the customers are a merchant, a Unter(§ 14 BGB), a legal entity of the public sectorilaw or a special public-law vehicle under public law.rlike (afterhfollowing: “Kand“) acts.

(2) Our AGB apply exclusively.
Deviations nconflicting or supplementary General Terms and Conditionseterms and conditions of the customer shall only apply if and become part of the contract to the extent that we agree to them.lexpressly in writing have given their consent.
This requirement for consent applies in any case where iplayfulieven if we are aware of the AGB of the customerand carry out the delivery to him without reservation.

(4) Individual agreements made in individual casesawith the customer (including collateral agreements, supplementsnand amendments) shall in any case take precedence over these AGB. For the content of such agreementsnagreements require a written contract or our written confirmation shall be authoritative.

(5) References to the validity of statutory provisionsrregulations are for clarification purposes only.
Even without such clarification, the statutory provisions therefore apply. rregulations, insofar as they are contained in these GTC not directly amended or expressed in thesekexpressly excluded in these GTC.

§ 2 Services of the Agency/ Confidentiality

(1) The client commissions the agency to provide advice on all matters relating to advertising, product design and labeling, the onlinemarketing and sales promotion for the client’s product in the area of social media (e.g. search engine optimization etc.) as well as web design, also including .

(2) The agency’s activities shall also include the conception and implementation of specific advertising measures and, at the client’s request, the own or third-partyproduction of the necessary advertising and sales promotion material.

(3) The agency’s activities also include the creation of a homepage according to the customer’s wishes.
The exact content results from the respective order confirmation.

The order confirmation also states whether the customer has the exclusive rights to the homepage by making a one-off payment to the agency (“homepage purchase”) or whether the customer merely rents the homepage from the agency (“homepage rental”). In both cases, the agency may use so-called “affiliate links” when creating the homepages.
It will indicate this to the customer on a case-by-case basis.

(4) In the case of a homepage purchase the buyer acquires the exclusive, worldwide, irrevocable and comprehensive right to use the homepage commissioned.
The agency points out to the customer that the performance of the homepage may deviate from the performance presented by the agency, depending on the customer’s server capacity.
This does not constitute a defect in the homepage for which the Agency is responsible.

(5) In the case of homepage rental, the agency creates the homepage according to the customer’s wishes, but remains the sole rights holder.
It rents to the customer in accordance with the conditions of the separate order confirmation.
The minimum rental period is 3 months.
Thereafter, the customer may terminate the homepage rental at any time by giving 14 days’ written notice to the agency .
Im Falle der Kündigung erlischt das Nutzungsrecht des Kunden vollständig und mit Ablauf des Kündigungsdatums.

(6) These contractual items only represent a general description of services.
Konkrete Werbemaßnahmen (“individual orders”) are in accordance with thesen GTC in each case on the basis of a separate, written agreement on the contractcontract between the Client and the Agency.

The services to be provided by the agency are described in detail in the respective individual contracts. in detail defined in detail.

(7) The agency shall safeguard the interests of the client to the best of its ability.
For its part, the client shall provide all data essential for the agency’s performance for strictly confidential treatment in the interests of trusting cooperation.

(8) The legal examination and advice on the conformity of individual orders with applicable law, in particular trademark rights, copyright and other industrial property rights, is not part of the agency’s scope of services.
The responsibility for the conformity of the individual order and its work results with applicable law (in particular trademark law, copyright law and other industrial property rights) therefore lies in principle with the client.

(9) The customer has the right to have the legal admissibility of the advertising measures checked by a competent person of his choice at his own expense. The agency may arrange for legal advice in this area in individual orders.

(10) The Agency shall treat as strictly confidential all business transactions coming to its knowledge, in particular, but not exclusively, print documents, layouts, storyboards, figures, drawings, tapes, pictures, videos, DVDs, CD-ROMs, interactive products and such other documents containing films and/or radio plays and/or other copyrighted materials of the Client or its affiliated companies.
The Agency undertakes to impose the duty of confidentiality on all employees and/or third parties (e.g. suppliers, graphic designers, reprographers).
suppliers, graphic designers, repro studios, printers, film producers, sound studios, etc .) who have access to the aforementioned business transactions.
The confidentiality obligation shall apply indefinitely beyond the term of this contract.

(11)
Eine Wartung einer für den Kunden erstellten Homepage ist nur Gegenstand des Leistungsumfangs der Agentur, wenn dazu ein separater, kostenpflichtiger Wartungsvertrag zwischen Kunde und Agentur abgeschlossen wird.

§ 3 Services of the customer/ Duty to cooperate/ Organization of the cooperation

(1) The client is obliged to provide the agency with the data, product information and templates essential for the provision of services in accordance with § 2 for strictly confidential treatment.

(2) Insofar as the customer of the agency acc.
Order and/or order confirmation Templates/information or other contentfor use in the design of advertising measures, the customer assures that it is authorized to hand over and use these templates/information. The agency excludes all liability for the content provided by the customer, with the exception of intent or malice.

(3) Prior to the performance of individual orders within the meaning of § 2 (3), the Agency shall be obliged to submit a detailed written proposal to the Client for the provision of the services, including in particular a cost plan.
The Client shall inform the Agency within a reasonable period of time, generally no more than five working days, whether it accepts an individual order submitted to it by the Agency for the design and implementation of advertising measures in accordance with Section 2, sub-sections ( 1) and (2) with or without changes.

(4) Individual orders shall only become effective if they are accepted in writing by countersignature of the customer.

(5) If the client accepts the design proposed by the agency, this shall be deemed to constitute approval of an with the individual order of the agency possibly associated with the individual order.

§ 4 Remuneration of the AgencyTerms of payment

(1) The remuneration shall be agreed individually in the individual order.

(2) Reimbursement of expenses incurred by the agency, in particular for shipping and reproduction costs, shall only be made after prior approval of the expenses by the customer and submission of the original receipts.

(3) GEMA fees and other royalties, artists’ social security contributions and customs duties are recognized in the individual orders. individual orders and shall be borne by the customer under the conditions specified therein.

(4) Travel costs to the customer’s place of business will not be charged.
Costs for all other travel shall be charged to the customer with his prior written consent.

(5) All services provided by the agency are subject to value added tax at the statutory rate, where applicable.

(6) The fee invoices are due and payable without deduction within 14 days of invoicing.
Upon expiry of the aforementioned payment period, the customer shall be in default.
During the period of default, interest shall be charged on the invoice amount at the applicable statutory default interest rate.
We reserve the right to assert further claims for damages caused by default.
The claim to commercial maturity interest (§ 353 HGB) against merchants remains unaffected.

(7) Delivered goods and services shall remain the property of the Agency until the respective invoice has been paid in full. of the agency.

§ 5 Brand use

The Agency shall only be entitled to use protected trademarks, logos, names or other business marks of the Customer in any form outside the individual orders placed in writing with the express written consent of the Customer.

§ 6 Granting of rights of use

(1) The Agency shall grant the Client all transferable rights, in particular the copyrights, trademark rights and naming rights for the utilization of the work created under dem respective individual order including all legal positions in ideas, drafts and designs free from third-party rights for the exclusive use of the client. exclusiveThe rights of reproduction, distribution, presentation, performance and demonstration are granted to the author in all currently known and future known media and types of use without any restrictions in terms of territory, content and subject matter.
This includes in particular, but not exclusively, the right of reproduction, distribution, exhibition, presentation, performance and demonstration, the broadcasting right, the right of reproduction by means of analog and/or digital image and/or sound carriers, the right of reproduction of analog and/or digital radio broadcasts and the online right.
The transfer includes the right to onward transfer to third parties.

(2) Editing or redesigning the data provided by the created by the Agency, in particular the services protected by copyright is not permitted without the written consent of the agency. of the agency inadmissible.
Exceptions to this are such adaptations that are permitted under the Copyright Act (UrhG) without the author’s consent.

(3) If the Agency uses third parties to fulfill the contract, it shall acquire their copyrights of use for the customer without restriction in terms of time, place, purpose and in any other way and transfer them to the customer to the same extent.
The customer shall be entitled to inspect the contracts concluded with third parties that are necessary for the fulfillment of this contract and the placing of orders.

(4) The agency shall inform the client in advance of any restrictions on copyright usage rights.
The Agency shall draw attention to existing GEMA rights or those of other collecting societies.

(5) The The client undertakes to name the agency as the author on the homepage.
In the case of redesigns of the homepage by the customer approved by the agency (§ 6 Para. 2), the agency shall inform the customer whether it wishes to continue to be named as the author or not.
The customer shall be bound by the Agency’s decision.

(6) The customer is entitled to transfer the rights granted to third parties without restriction; there is no obligation to exploit the advertising material.

§ 7 Liability

(1) Insofar as these GTC including thehfollowing provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations.rcontractual and non-contractual obligations in accordance with the relevant statutory provisions.

(2) We shall be liable for damages – irrespective of the legal grounds within the scope of fault-based liability in the event of intent and gross negligence.
In the event of simple negligence, we shall be liable subject to a milder standard of liability in accordance with statutory provisions (e.g. diligence in one’s own affairs) only

a) for damages resulting from injury to life, limbrbody or health,

b) for damages resulting from not insignificant breach of an essentialicontractual obligation (obligation, the fulfillment of which is the ordthe proper performance of the contractrcontract in the first place and the fulfillment of whichnthe contractual partner regularly relies on and may rely on); in this case, however, our liability is limited to compensation for the foreseeable damage.hforeseeable, typically occurring damage.

(3) The obligations arising from § 7 clause (2) limitations of liabilitynshall not apply to the extent that we havenfraudulently concealed defects or have assumed a guarantee for the quality of the goods.
The same applies to A nclaims of the buyer under the Product Liability Act.

§ 8 Exclusion of the obligation to provide information to customers who are not consumers

If the customer is not a consumer, the supplier’s obligation to provide information pursuant to Section 312i para.
1 sentence 1 no. 1 to no. 3 BGB, according to which the entrepreneur would be obliged to the customer
1. to provide appropriate, effective and accessible technical means by which the customer can recognize and correct input errors before placing his order;
2. to provide the information specified in Article 246c of the Introductory Act to the Civil Code in a clear and comprehensible manner in good time before placing the order; and
3. to confirm receipt of the customer’s order immediately by electronic means.

§ 9 Final provisions

(1) For these GTC and all legal relationships between us and the Buyer shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law.slaw, in particular the UN Convention on Contracts for the International Sale of Goods.

(2) Exclusive – also international – jurisdictionsfor all disputes arising from the contractualndisputes arising directly or indirectly from the contractual relationship shall be Neuenkirchen, Steinfurt District, Germany, unless there is a mandatory statutorysfinal place of jurisdiction.
However, we are also hThe buyer is entitled to bring an action at the buyer’s general place of jurisdiction.

(3) Unless expressly agreed otherwise, the Agency’s registered office shall be the place of performance.

(4) Should a provision of these terms and conditions or part of a provision be or become invalid, the remaining provisions or the remaining part of the provision shall remain valid.