General terms and conditions
from
PR Agency PRO
Karin SchloĂ
Theodor-Storm-Str. 8
76764 Rheinzabern
- hereafter: PR Agency PRO -
1. general
1.1 These General Terms and Conditions (GTC) apply to all contracts concluded between PR Agentur PRO and the customer.
1.2 PR Agentur PRO offers the customer, among other things, services in the area of website creation or development (including maintenance and care). The specific scope of services is the subject of individual agreements between PR Agentur PRO and the customer.
1.3 PR Agentur PRO does not conclude any contracts with consumers or private individuals.
1.4 PR Agentur PRO shall be entitled to subcontract the required services in its own name and for its own account, which in turn may also use subcontractors. PR Agentur PRO shall remain the sole contractual partner of the customer. Subcontractors shall not be used if it is evident to PR Agentur PRO that their use runs counter to the justified interests of the customer.
1.5 The contracting parties undertake to each appoint a contact person who will accompany the respective order and who is authorised to issue legally binding declarations of intent.
1.6 PR Agentur PRO shall not recognise GTCs that deviate from these terms and conditions and are used by the customer - subject to express consent.
2. obligations of the customer to cooperate
2.1 If the customer provides PR Agentur PRO with texts, images or other content, the customer shall ensure that this content does not infringe the rights of third parties (e.g. copyrights) or other legal standards. In this context, it is pointed out that PR Agentur PRO is not entitled by law to provide legal advice to the customer. In particular, PR Agentur PRO shall not be obliged and legally unable to check the customer's business model and/or the works created or acquired by the customer (layouts, graphics, texts etc.) for their compatibility with applicable law. In particular, PR Agentur PRO shall not carry out any trademark searches or other property right collision checks in relation to the works provided by the customer. Insofar as the customer gives specific instructions regarding the work to be produced, he shall be liable for this himself.
2.2 The customer is obliged to provide complete and correct information, data, works (e.g. the data for the imprint, graphics, etc.) and accesses provided by him for the purpose of fulfilling the order. He shall also ensure that the instructions he gives are in accordance with the applicable law.
2.3 Subject to deviating individual agreements, the customer shall be responsible for procuring the material for the design of the websites and other works (e.g. graphics, videos) and shall make this available to PR Agentur PRO in good time. If the customer does not provide these and does not make any further specifications, PR Agentur PRO may, at its own discretion, use image material from common providers (e.g. stock photo service providers) or provide the corresponding parts of the website with a placeholder, taking into account the copyright labelling requirements.
2.4 Insofar as the conclusion of a contract processing agreement pursuant to Art. 28 DSGVO is required for individual contract components, both contracting parties undertake to conclude such an agreement - to be provided by PR Agentur PRO - prior to the commencement of the provision of services.
2.5 PR Agentur PRO shall not be responsible to the customer in any respect for delays and delays in the implementation of projects caused by late (necessary) cooperation or input from the customer.
2.6 If the customer fails to comply with its obligations under this clause, PR Agentur PRO may charge the customer for the additional expenditure incurred as a result (e.g. costs for stock photos and time spent searching for them).
3. website development with the help of agile methods
3.1 Unless individual agreements to the contrary have been made, the website creation shall be based on agile methods. The remaining provisions of these GTC remain unaffected. Search engine optimisation (SEO) is only owed if it has been expressly agreed.
3.2 The subject of website creation contracts between PR Agentur PRO and the customer 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 specifications. Website creation contracts concluded between the parties are contracts for work and services within the meaning of §§ 631 ff. BGB.
3.3 Unless otherwise agreed, the websites created are optimised for all common browsers in their respective current versions (in each case the last two versions of the browser). Optimisation for mobile devices is only owed if this has been expressly agreed.
3.4 The services agreed in detail result from the individual contract concluded between PR Agentur PRO and the customer. To this end, the customer shall first submit an enquiry to PR Agentur PRO with as precise a description as possible of the website content he requires (creative content such as images, layouts, logos etc. shall be specified and provided by the customer). This enquiry shall constitute an invitation to submit an offer by PR Agentur PRO. PR Agentur PRO shall check the customer's ideas described in the enquiry to the best of its knowledge and belief for completeness, suitability, unambiguity, feasibility and freedom from contradiction and prepare an offer on the basis of the wishes arising from the customer's enquiry. A contract between PR Agentur PRO and the customer shall not be concluded until the customer accepts the offer.
3.5 The verification or procurement of rights, the procurement of tools (e.g. statistics) or certificates (e.g. SSL / TLS) or the provision of development, application or other documentation shall only be provided by PR Agentur PRO if this is expressly agreed in the individual contract.
3.6 The customer may access the development site after prior request and introduce customer requests, provided that these are covered by the originally agreed scope of services. Such adjustments shall become part of the original contract if both contracting parties agree in text form (i.e. e.g. by e-mail, fax or similar). Otherwise, PR Agentur PRO shall only be obliged to produce the functions/items listed in the contract or to provide the agreed service (e.g. maintenance). Any additional services must be agreed and remunerated separately.
3.7 The offer from PR Agentur PRO usually contains a "sample page" or an "online design proposal", the format and content of which are selected by PR Agentur PRO at its own discretion; there is no entitlement to specific design elements or functions. If agreement cannot be reached on the basis of the "sample page" or the "online design proposal", no contract shall be concluded; in this case, the potential customer shall have no claim to the surrender of the "sample page" or the "online design proposal" or the associated source codes, copies or similar. Copies remaining with the customer shall be deleted or handed over to PR Agentur PRO.
3.8 Once the website has been completed, PR Agentur PRO will ask the client to accept the website.
3.9 A prerequisite for the activities of PR Agentur PRO is that the customer provides PR Agentur PRO with all data required for the implementation of the project (texts, templates, graphics, etc.) in a suitable form before the start of the order. If the customer does not comply with this obligation, PR Agentur PRO may charge the customer for the time spent as a result.
3.10 A claim to the release of graphics, source codes, (development) documentation, manuals and other additional documentation does not exist - subject to deviating express individual agreements.
3.11 The remuneration for the website creation is the subject of an individual contractual agreement between the parties. In all other respects, the statutory provisions shall apply.
3.12 If the customer does not use hosting services from PR Agentur PRO for the new website, but from third-party providers, PR Agentur PRO shall not assume any responsibility for the respective servers and their configuration, the data lines and/or the retrievability of the website.
4. special provisions for the maintenance of websites
4.1 After completion of the website and/or individual parts thereof, PR Agentur PRO may offer the customer maintenance and servicing services relating to the website. PR Agentur PRO can also offer the maintenance of third-party websites. However, PR Agentur PRO shall not be obliged to make such an offer, nor shall the customer be obliged to make use of PR Agentur PRO's more extensive service offers. Corresponding agreements are exclusively subject to individual arrangements.
4.2 The content of the maintenance contracts is the elimination of malfunctions as well as the event-related updating of the website for common web browsers in their respective current version. Further details, such as regular maintenance, can be agreed upon in individual contracts.
4.3 The prerequisite for maintenance is that the content to be maintained is compatible with the systems of PR Agentur PRO. Compatibility may be impaired in particular by outdated components of the content to be maintained or by unauthorised changes on the part of the customer. If compatibility is not guaranteed, the customer must establish this independently (e.g. by means of appropriate updates) or commission PR Agentur PRO separately to establish compatibility.
4.4 PR Agentur PRO shall not be liable for malfunctions and incompatibilities caused by unauthorised changes made by the customer or based on other errors that are not the responsibility of PR Agentur PRO; the provisions under "Liability and indemnification" shall remain unaffected.
4.5 Unless otherwise agreed, maintenance shall only include the technical updating of the website, but not the updating of its content. In particular, PR Agentur PRO does not owe the updating of the imprint or the data protection declaration.
5. web hosting and domain registration
5.1 PR Agentur PRO also offers the customer hosting and domain registration services - in particular as an additional option within the scope of website creation. The specific scope of services (domain registration, storage space, certificates etc.) shall be the subject of individual agreements between the parties. PR Agentur PRO is entitled to make use of third-party services in any form in connection with the execution of hosting services.
5.2 Unless otherwise agreed, PR Agentur PRO shall assume the administration and management of the data in the event of an order as a hoster. In principle, the customer shall not be granted access to the administration backend of the hosting system. However, upon request, the customer may receive access to the administration backend of the hosting system.
5.3 The availability of the servers used by PR Agentur PRO for hosting purposes is at least 99% on an annual average. Excluded from this are those times during which the servers are not accessible due to events beyond the control of PR Agentur PRO (force majeure, actions of third parties, technical problems, etc.).
5.4 Unless otherwise agreed, the customer has no claim to the allocation of a fixed IP address for his Internet presence. Technical or legal changes are possible at any time and remain reserved.
5.5 The customer is obliged not to pass on his passwords and other access data - insofar as such have been made available to him by PR Agentur PRO - to third parties and to change them regularly. The customer himself shall be responsible for any misuse by third parties, insofar as he is responsible for this.
5.6 The customer shall be obliged to create regular backup copies of its hosted data. If the customer is not in a position to do so, it shall commission PR Agentur PRO or other professionally suitable third parties with the backup. The customer shall be liable for any data loss that occurs due to insufficient data backup.
5.7 If the customer makes use of domain registration services of PR Agentur PRO, the following shall apply in addition:
5.7.1 The contractual relationship required for the registration of the respective domain shall be established directly between the customer and the respective domain issuing authority or the respective registrar. PR Agentur PRO shall only act as an intermediary in the relationship between the customer and the registry without having any influence of its own on the allocation of the domain.
5.7.2 The customer shall bear full responsibility for ensuring that the domain requested by him does not infringe any third-party rights. A review of the domain is not owed.
5.7.3 For the registration of domains, the respective terms and conditions of the individual registries shall apply in addition. PR Agentur PRO shall inform the customer of any special features in the event of an intended registration.
6. print
6.1 The object of design contracts in the print sector between PR Agentur PRO and the customer is generally the development of the customer's design specifications for print products (e.g. design of banners, post graphics, posters, flyers, vehicle or shop window stickers, textiles or logo designs). Design contracts concluded between the parties are contracts for work and services within the meaning of § 631 ff. BGB. A deviating scope of services can be agreed between the parties in an individual contract.
6.2 The services agreed in detail result from the contract concluded individually between PR Agentur PRO and the customer. To this end, the customer shall first submit an enquiry to PR Agentur PRO with as precise a description as possible of the design services he requires. This enquiry shall constitute an invitation to submit an offer by PR Agentur PRO. PR Agentur PRO shall check the customer's ideas described in the enquiry to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), unambiguity, feasibility and freedom from contradiction and shall prepare an offer on the basis of the wishes arising from the customer's enquiry. A contract between PR Agentur PRO and the customer shall not be concluded until the customer accepts the offer.
6.3 After the contract has been concluded, the client's requirements are discussed in a further briefing, if necessary, and the specifications are concretised. At this point, customer requests can be made, provided they are covered by the originally agreed scope of services. If necessary, there is the possibility of a re-briefing prior to the production of the object of performance. Adjustments shall become part of the original contract if both contracting parties agree in text form. Otherwise, PR Agentur PRO shall only be obliged to produce the items listed in the contract. Any additional services must be agreed and remunerated separately.
6.4 As soon as the agreed object of performance has been completed, PR Agentur PRO shall request the customer to accept the work.
6.5 Unless otherwise agreed, the client is entitled to two correction loops. Complaints regarding the artistic design are generally excluded. If the client wishes to make further changes, he shall bear the additional costs.
6.6 The prerequisite for the activity of PR Agentur PRO is that the customer provides PR Agentur PRO 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. PR Agentur PRO shall not be responsible to the customer in any respect for delays and delays in the implementation of projects caused by late (necessary) cooperation or additional work by the customer. If the customer does not comply with this obligation, PR Agentur PRO may charge the customer for the time spent as a result.
6.7 The remuneration shall be the subject of an individual contractual agreement between the parties. In all other respects, the statutory provisions shall apply.
6.8 Unless otherwise contractually agreed and not to be expected from the purpose of the contract, PR Agentur PRO shall only owe the delivery of a print file (e.g. PDF, JPG or PNG) for the creation of print products in addition to the contractually agreed service items. The customer shall not be entitled to the delivery of an editable file (e.g. Word, Indesign).
7. video and photography
7.1 PR Agentur PRO creates professional videos and photographs for its customers. The services agreed in detail result from the individual contract concluded between PR Agentur PRO and the customer. To this end, the customer shall first submit an enquiry to PR Agentur PRO with as precise a description as possible of the services he requires. This enquiry shall constitute an invitation to submit an offer by PR Agentur PRO. PR Agentur PRO shall check the customer's ideas described in the enquiry to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), unambiguity, feasibility and freedom from contradiction and shall prepare an offer on the basis of the wishes arising from the customer's enquiry. A contract between PR Agentur PRO and the customer shall only be concluded upon acceptance of the offer by the customer.
7.2 The Client's specifications shall be taken into account to the best of the Client's knowledge and belief. The contracting parties acknowledge that the production of videos and photographs is a creative service that requires a high degree of artistic freedom. PR Agentur PRO shall therefore only owe the creation of a work that corresponds to the customer's wishes according to its own experience and assessment. Complaints regarding the artistic design are fundamentally excluded.
7.3 Unless otherwise agreed, the customer shall be entitled to two correction loops with regard to the image processing (e.g. by means of filters and effects) of the photographs created; however, a new creation of the photographs shall be excluded. Complaints regarding the artistic design are generally excluded. If the customer wishes to make further changes, he/she shall bear the additional costs.
7.4 If the client provides persons for the creation of the video or photographs (e.g. his 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/she is responsible for concluding suitable model release agreements and obtaining DSGVO-compliant employee commitments.
7.5 As soon as the agreed object of performance has been completed, PR Agentur PRO shall request the customer to accept the work.
7.6 Unless otherwise agreed in an individual contract, PR Agentur PRO may demand that a suitable copyright notice be placed in an appropriate position on the works created.
7.7 Unless otherwise contractually agreed and not to be expected otherwise from the purpose of the contract, the customer shall in principle only receive fully edited recordings for the respective purpose. The customer shall not have a claim to the surrender of the raw data or editable files (RAW files or similar).
8. SEO marketing and SEA campaigns
8.1 PR Agentur PRO offers the customer, among other things, services in the area of SEO marketing. Within the scope of the provision of services, PR Agentur PRO shall exclusively owe the implementation of measures which, according to PR Agentur PRO's own experience, can positively influence the search engine ranking or which are expressly ordered by the client. This is a service within the meaning of §§ 611 ff. BGB. A specific result (e.g. a specific ranking in the Google hit list), on the other hand, is only owed within the scope of SEO services if this has been expressly assured. Marketing services can be cancelled by both contracting parties with a notice period of one (1) month.
8.2 PR Agentur PRO also offers the customer services in the area of SEA campaigns. Within the scope of the provision of services, PR Agentur PRO shall owe exclusively the submission of proposals regarding keywords with advertising effect and, after approval by the customer, the implementation of the measure (placement of advertisements). These are services within the meaning of §§ 611 ff. BGB. A specific result (e.g. sales figures) shall not be owed within the scope of SEA services unless this has been expressly assured. In addition to the claim to remuneration for the service, PR Agentur PRO shall have a claim against the customer for reimbursement of expenses with regard to the chargeable advertisements. PR Agentur PRO shall not be obliged to check the legality of keywords. PR Agentur PRO shall submit proposals to the customer regarding the booking of keywords. The legal review, in particular with regard to the trademark rights of third parties and the release of the keywords, shall be the responsibility of the customer before the campaign is carried out.
9. prices and remuneration
The remuneration for website creation or for other orders is the subject of an individual contractual agreement between the parties and is generally based on the offer.
10. decrease
Insofar as a work performance has been agreed, PR Agentur PRO may demand that acceptance takes place in writing; written acceptance shall only be owed if PR Agentur PRO requests the customer to do so. The acceptance provisions of the German Civil Code shall otherwise remain unaffected. The acceptance period within the meaning of § 640 para. 2 p. 1 BGB shall be set at 2 weeks from notification of completion of the work, unless a longer acceptance period is required in individual cases due to special circumstances, which PR Agentur PRO shall notify the customer of separately in this case. If the customer does not make any comments within this period or does not refuse acceptance due to a defect, the work shall be deemed to have been accepted.
11. warranty for defects
An insignificant defect shall not constitute grounds for claims for defects. The choice of the type of subsequent performance shall lie with PR Agentur PRO. The limitation period for defects and other claims shall be one (1) year; this reduction in the limitation period shall not apply to claims resulting from intent, gross negligence or injury to life, limb or health by PR Agentur PRO. The limitation period shall not recommence if a replacement delivery is made within the scope of liability for defects. Otherwise, the statutory warranty for defects shall remain unaffected.
12. contract term for continuing obligations
Subject to deviating provisions in and outside these GTC, continuing obligations (e.g. maintenance contracts) have a minimum term of 6 months. The notice period is one (1) month. If the contract is not terminated in due time at the end of the term, it shall be automatically extended by a further 6 months. The right to extraordinary termination for good cause remains unaffected.
13. granting of rights, self-promotion and right of mention
13.1 PR Agentur PRO shall grant the customer - after full payment of the order by the customer - a simple right of use to the corresponding work results and/or the respective source codes at the time of their creation. Further rights can be agreed between the parties by means of an individual contractual agreement.
13.2 Unless otherwise agreed, the customer expressly grants PR Agentur PRO permission to present the project publicly in an appropriate manner for the purpose of self-promotion (references/portfolio). In particular, PR Agentur PRO shall be entitled to advertise its business relationship with the customer and to refer to itself as the originator on all advertising materials produced and in all advertising measures, without the customer being entitled to any remuneration for this.
13.3 Furthermore, PR Agentur PRO shall be entitled to place its own name with a link in an appropriate manner in the footer and in the imprint of the website(s) created by PR Agentur PRO, without the customer being entitled to any remuneration for this.
14. Confidentiality
PR Agentur PRO shall treat all business transactions of which it becomes aware, in particular, but not exclusively, print documents, layouts, storyboards, numerical material, drawings, audio tapes, images, videos, DVDs, CD-ROMs, interactive products and such other documents containing films and/or radio plays and/or other copyrighted materials of the customer or its affiliated companies, as strictly confidential. PR Agentur PRO undertakes to impose this duty of confidentiality on all employees and/or third parties (e.g. suppliers, graphic designers, programmers, film producers, sound studios etc.) who have access to the aforementioned business transactions. The duty of confidentiality shall apply for an unlimited period of time beyond the duration of this contract.
15 Liability / Indemnification
15.1 The liability of PR Agentur PRO for all damages shall be limited as follows: In the event of a slightly negligent breach of an essential contractual obligation ("cardinal obligation"), PR Agentur PRO's liability shall in each case be limited to the amount of the damage foreseeable at the time of conclusion of the contract and typical for the contract. Cardinal obligations are obligations the fulfilment of which is essential for the proper performance of the contract and on the fulfilment of which a party may regularly rely. This limitation of liability shall not apply in the event of gross negligence or intentional acts or in the event of mandatory statutory liability, in particular in the event of the assumption of a guarantee or in the event of culpable injury to life, limb or health. The above liability provision shall also apply with regard to PR Agentur PRO's liability for vicarious agents and legal representatives.
15.2 The customer shall indemnify PR Agentur PRO against any claims made by third parties against PR Agentur PRO due to violations by the customer of these GTC or of applicable law.
16. final provisions
16.1 The contracts concluded between PR Agentur PRO and the customers shall be governed by the substantive law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
16.2 If the customer is a merchant, a 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 registered office of PR Agentur PRO shall be the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction shall remain unaffected by this.
16.3 PR Agentur PRO shall be entitled to amend these GTC for objectively justified reasons (e.g. changes in case law, legal situation, market conditions or business or corporate strategy) and subject to a reasonable period of notice. Existing customers will be notified of this by e-mail no later than two weeks before the change comes into force. If the existing customer does not object within the period set in the notice of change, his consent to the change shall be deemed to have been given. In the event of an objection, PR Agentur PRO shall be entitled to terminate the contract with extraordinary effect from the date on which the change comes into force. The notification of the intended amendment to these terms of use will refer to the deadline and the consequences of the objection or its absence.
