AGB

General terms and conditions web design

The following terms and conditions apply to all contracts concluded between the service provider (DL) and its client (AG). They shall also apply to all future business relations, even if they are not expressly agreed again. Deviating terms and conditions of the Client that are not expressly acknowledged by the Service Provider shall not become part of the contract, even if the Service Provider does not expressly object to them.

Cooperation of the client

The Client undertakes to provide the Service Provider with all documents necessary for the creation of the website in accordance with the concept in a timely manner. This applies in particular to texts, photos, logos, graphics, films, pieces of music, etc.
The Client shall ensure that the documents he provides to the Service Provider for the design of the Website are not encumbered with third party rights. The Client shall indemnify the Service Provider against claims for compensation by third parties resulting from a breach of this obligation. The obligation to indemnify shall not apply if the Client proves that he is not at fault.
The Client shall hand over the documents in the form agreed with the Service Provider. In the absence of specific agreements, the Client shall provide the documents both in printed form and electronically in a common storage format.
The Client undertakes not to entice away our qualified personnel during the term of contracts concluded with us and, in the event that the contractual relationship between a person belonging to our qualified personnel and us should end, for whatever legal reason, not to employ the person concerned until the expiry of twelve months after the termination of that contractual relationship, unless we have brought about the termination or have given our prior written consent in the individual case (Section 126 (1) of the German Civil Code).

Rights of use

The service provider grants the client the right of public access (§ 19 a UrhG), which is unlimited in terms of space and time.
Other uses, in particular the reproduction or distribution of the website or parts thereof (with the exception of works provided by the client) in printed form or on other websites not designed by the service provider, require the prior written consent of the service provider and are subject to additional payment.
The Service Provider is entitled to place its copyright notice on the Website. He has the right to refer to his involvement in the creation of the website, in particular also by a reference with a link to his own website.
Changes and edits to the contents of the website, in particular updates of texts, images, graphics and tables as well as technical changes, may be made by the client or third parties commissioned by him even without the consent of the service provider. The change and editing of the graphic design of the website, however, requires the consent of the service provider.
The right of use shall not pass to the client until the remuneration has been paid in full.
The Client agrees to the implementation of a page-wide link (i.e. on all accessible URLs of the new website) to the Client's website with the note "Powered by WEBNIQUE" or similar. The link shall not be marked with the HTML attribute "nofollow". In addition, the Client agrees that the imprint shall clearly refer to the production of the website by the Contractor, also with a link to the Contractor's website (the aforementioned conditions shall apply).
Client grants Contractor unrestricted rights of use for Client name and Client logo for use in advertising materials, testimonials and on Contractor's website.
The Contractor shall grant the Client the exclusive, irrevocable, unrestricted, worldwide, sublicensable and transferable right of use, already settled with the respective agreed remuneration, for all known, derivable and future types of use of the work results eligible for copyright and industrial property rights. The right of use also includes the right of economic exploitation including the right to register industrial property rights, publication, processing, duplication as well as the right of transfer to third parties for possible follow-up orders.
The Contractor's right to dispose of models, methods, modules, standard products and the like (hereinafter referred to as "Third Party Software") which have been brought in or developed independently of this Agreement shall remain unaffected. The Contractor shall grant the Purchaser a simple, irrevocable, unrestricted, worldwide, sublicensable and transferable right of use to such Third-Party Software which has already been compensated for with the respective agreed remuneration. The Contractor shall keep this third-party software in the source and object code technically clearly separate from the work results within the meaning of the preceding paragraph (2.8).
Insofar as work results developed for the Client arise which are or may be the subject of industrial property rights, the Client shall be entitled to file a corresponding application in its own name and at its own expense. The Contractor shall refrain from filing an application in its own name and shall sign all documents and take all other measures that are necessary or requested by the Client in order to carry out a comprehensive transfer of rights.

Release of data

The Service Provider shall hand over to the Client all the data that the Client needs to update the Website and edit the content. The data format and the type of data carriers shall be determined by the parties by mutual agreement. If no provision is made, the Service Provider may choose a suitable data format and data carrier.
If the Service Provider has provided the Client with data carriers, files and data, these may only be changed with the consent of the Service Provider.
The risk and costs of transporting data carriers, files and data online and offline shall be borne by the client.

Remuneration

The Client shall pay the agreed remuneration to the Service Provider. If a lump-sum remuneration has been agreed, the service provider may claim additional remuneration for additional services that become necessary due to the client's change requests or due to unforeseen circumstances for which the service provider is not responsible. This remuneration shall be calculated according to the hours spent.
Expenses necessary for the fulfillment of the order shall be reimbursed by the Client upon presentation of invoices by the Service Provider.
The Service Provider shall prepare a list of external services necessary for the performance of the order and submit it to the Client for approval.
Insofar as in individual cases contracts for third-party services are concluded in the name of and for the account of the Service Provider, the Service Provider shall be reimbursed by the Client for the associated costs.

Liability

The service provider is not liable for the correctness and completeness of the factual statements given by the client about his products, his services or his company. With the release of the web pages, the client assumes responsibility for the accuracy of the texts and images. The service provider is not obligated to check the contents for their legality.
The Service Provider shall only be liable for the permissibility and legal validity of the domain if it has expressly undertaken to do so and the procurement and registration of the domain is an essential part of the contract.
The Service Provider shall create the Website in such a way that it is built up quickly and completely on the usual browsers according to the current state of the art. He shall not be liable for the website being set up correctly even in the event of technical changes that are not made by him. In the case of changes and adaptations to new standards, he is not liable for ensuring that the website also functions properly on older browsers. In particular, he is not liable for damages that customers of the client could claim as a result of outdated technology.
The Service Provider shall be liable in the event of a breach of essential contractual obligations (cardinal obligations) and for damage to the life and health of persons even in the event of slight negligence. For other damages he is liable only in case of intentional or grossly negligent conduct.

Corrections & Bugfixes

Upon completion of the project, the client will be informed by WEBNIQUE in text form about the completion.
From this point on, the Client has a maximum of four weeks to submit a consolidated list of corrections. Corrections shall be submitted to WEBNIQUE in an easily comprehensible and understandable form.
This process is called a correction loop. There is a total of one correction loop available to the client.
If technical errors (so-called "bugs") occur, WEBNIQUE undertakes to eliminate them for a maximum period of 4 weeks.
If the Client has already made changes (e.g. updates or own program codes) to the CMS, it shall be incumbent on WEBNIQUE to eliminate errors or not. In any case, WEBNIQUE shall not be obliged to remove such errors, as the warranty rights shall expire as a result of the aforementioned changes. Errors for which the Client is demonstrably not responsible within four weeks after submission shall be eliminated by WEBNIQUE. Errors caused by work of third parties shall not be remedied by WEBNIQUE.
If WEBNIQUE does not receive a consolidated correction list within the period specified in 6.2, the project shall be deemed accepted and completed. The claim for elimination of errors and corrections shall expire.

Final provisions

The invalidity or ineffectiveness of individual provisions of these terms and conditions shall not affect the validity of the remaining provisions.
The law of the Federal Republic of Germany shall apply.
In the event that the Client does not have a general place of jurisdiction in the Federal Republic of Germany or relocates its registered office or habitual residence abroad after conclusion of the contract, the Service Provider's place of residence shall be agreed as the place of jurisdiction.

General terms and conditions graphic design

The following terms and conditions apply to all contracts concluded between the service provider and its client. They also apply to all future business relationships, even if they are not expressly agreed again. Deviating terms and conditions of the Client that are not expressly acknowledged by the Service Provider shall not become part of the contract, even if the Service Provider does not expressly object to them.

Copyright and rights of use

The designs and final artwork may not be altered, either in the original or in reproduction, without the express consent of the service provider. Any complete or partial imitation is not permitted.
The service provider shall transfer to the client the rights of use required for the respective purpose. Unless otherwise agreed, only the simple right of use shall be transferred. In any case, even if the Service Provider has granted the exclusive right of use, the Service Provider shall remain entitled to use its designs and reproductions thereof within the scope of self-advertising in all media.
Any transfer of the rights of use to third parties requires a written agreement between the service provider and the client.
The rights of use shall not pass to the client until the remuneration has been paid in full.

Remuneration

The remunerations are net amounts, payable plus the statutory value added tax and without deduction.
The remuneration is due upon delivery of the designs. If the designs are accepted in parts, partial remuneration amounting to at least half of the total remuneration shall be paid upon acceptance of the first partial delivery.
Any renewed use of the designs and final artwork requires the prior written consent of the service provider. The same applies to uses that go beyond the originally agreed or intended scope. The client shall pay a contractual penalty of 100 percent of this remuneration for any renewed or additional use that takes place without the consent of the service provider, in addition to the remuneration appropriate for the use in question.

Ownership, obligation to return

Only rights of use are granted for drafts and final artwork, but ownership rights are not transferred. The originals shall be returned to the service provider undamaged no later than three months after delivery, unless otherwise agreed in writing.
In the event of damage to or loss of the drafts or final artwork, the Client shall reimburse the costs necessary for restoration. The right of the service provider to claim further damages remains unaffected.

Release of data

The service provider is not obliged to hand over data carriers, files and data unless this is absolutely necessary for exercising the right of use granted. If the Client also wishes the Service Provider to provide him with data carriers, files and data, this must be agreed in writing and paid for separately.
If the Service Provider has provided the Client with data carriers, files and data, these may only be changed with the consent of the Service Provider.
The risk and costs of transporting data carriers, files and data online and offline shall be borne by the client.
The Service Provider is not liable for errors in data carriers, files and data that occur during data import to the Client's system.

Liability and warranty

The service provider shall only be liable for damages that it or its vicarious agents cause intentionally or through gross negligence. Excluded from this are damages from the breach of a contractual obligation that is essential for achieving the purpose of the contract (cardinal obligation), as well as damages from injury to life, body or health, for which the service provider is also liable in the case of slight negligence.
Claims of the Client arising from a breach of duty by the Service Provider or its vicarious agents shall become time-barred one year after the statutory commencement of the limitation period. Excluded from this are claims for damages based on an intentional or grossly negligent breach of duty by the service provider or its vicarious agents, and claims for damages due to injury to life, limb or health, even if they are based on a slightly negligent breach of duty by the service provider or its vicarious agents; the statutory limitation periods shall apply to these claims for damages.
The sending and return of works and templates shall be at the risk and for the account of the client.
With the acceptance of the work and with the release of drafts and final artwork, the client assumes responsibility for the correctness of text and images, with the consequence that the liability of the service provider in this respect ceases.
The Service Provider shall not be liable for the protectability or registrability under copyright, design patent or trademark law of the drafts and other design work that it provides to the Client for use. The Client shall conduct design, patent or trademark searches itself and at its own expense.
Under no circumstances shall the service provider be liable for the legal admissibility of the intended use, in particular under competition and trademark law. However, he is obligated to inform the client of any legal risks if they become known to him during the execution of the order.
The Client is obliged to inspect the work performed by the Service Provider within a reasonable period of time after receipt and to notify the Service Provider of any defects. Notification of obvious defects must be made in writing within two weeks after delivery of the work, notification of non-obvious defects within a period of two weeks after recognition of the defect. The timely dispatch of the notice of defect shall be sufficient to comply with the time limit for giving notice of defect. In the event of a breach of the duty to inspect and give notice of defects, the service provider's work shall be deemed to have been approved in view of the defect in question.

Templates

The Client warrants that it is entitled to use all templates provided to the Service Provider and that these templates are free of third-party rights. If, contrary to this assurance, he is not authorized to use them or if the templates are not free of third-party rights, the Client shall indemnify the Service Provider internally against all third-party claims for compensation. The obligation to indemnify shall not apply if the Client proves that he is not at fault.

Final provisions

The invalidity or ineffectiveness of individual provisions of these terms and conditions shall not affect the validity of the remaining provisions.
In the event that the Client does not have a general place of jurisdiction in the Federal Republic of Germany or relocates its registered office or habitual residence abroad after conclusion of the contract, the Service Provider's place of residence shall be agreed as the place of jurisdiction.

General terms and conditions search engine optimization

Subject of the conditions

Webnique GmbH, Sonnenstraße 6, 80331 Munich, Germany (hereinafter: WEBNIQUE) provides services to the Client (hereinafter: Client) in the field of website marketing and search engine optimization. All services are provided exclusively on the basis of the following General Terms and Conditions.
Amendments to these Terms and Conditions shall be communicated to the Client by e-mail no later than two months before the proposed date of their coming into effect. The Client shall be deemed to have given its consent to these amendments if it has not notified WEBNIQUE of its rejection prior to the proposed date of entry into force of the amendments. WEBNIQUE shall specifically draw the Client's attention to this approval effect in its notification.

Conclusion of contract

At the Client's request, WEBNIQUE shall send the Client a written description of services together with the registration form. By returning the completed and signed registration form to WEBNIQUE, the Client submits a binding offer to enter into a contract. The contract shall be concluded upon acceptance or confirmation of this offer by WEBNIQUE.
The Client declares that the information he provides to WEBNIQUE is accurate, truthful and up-to-date. He is obliged to inform WEBNIQUE immediately of any changes.
The information provided by the Client about its existing shop/content management system, planned hardware changes or changes of functional aspects of the page structure shall not be checked for correctness by WEBNIQUE. The Client shall be solely responsible for this information.

Services, prices

WEBNIQUE shall provide services to the Client in the field of website marketing and search engine optimization in accordance with the specific order placement. Details on the type and scope of the contractual services shall result from the service description or cost estimate.
WEBNIQUE shall be entitled to engage subcontractors to handle individual or all contractual obligations.

Duties of the AG

WEBNIQUE shall, depending on the service agreement, optimize the search terms defined with the Client in the relevant search engine with the aim of a reputable and professional marketing of the Client's website. The Client shall support WEBNIQUE in the performance of the contractually agreed services. This includes in particular that information and data material are provided in due time as far as they are necessary for the performance.
The Client shall be solely responsible for the content design and legal admissibility of its website as well as for the legal admissibility of the information provided by the Client, such as search terms, keywords and the terms to be optimized. The same shall apply to the search terms, keywords and terms to be optimized selected by the Client based on a suggestion made by WEBNIQUE in the course of a competitor analysis. WEBNIQUE shall not be obliged to check or monitor whether the contents of the Website or the search terms, keywords and terms to be optimized provided or selected by the Client infringe any third party rights or comply with the requirements of the respective search engine operators. In this respect, the Client shall indemnify WEBNIQUE against all claims of third parties. If the Client recognizes that an infringement of rights is imminent or if there are indications thereof, WEBNIQUE shall be informed thereof without undue delay.
The Client undertakes to inform WEBNIQUE immediately and completely about any defects occurring. Indicated error messages shall be logged by the Client and transmitted to WEBNIQUE, if possible, in the form of a screenshot.

Warranty

The publication of a website and its positioning in the search results is solely at the discretion of the respective search service provider. WEBNIQUE therefore does not guarantee the publication of a Website by a particular search service provider or the achievement of a particular positioning in the search results and shall not be liable in case of non-publication or deletion of the Website by one or more search services.

Liability

The liability of WEBNIQUE as well as its legal representatives, employees or vicarious agents for damages in connection with the use of WEBNIQUE services - irrespective of the legal grounds - is excluded.
This limitation of liability shall not apply insofar as the cause of the damage is attributable to intent or gross negligence. Furthermore, it shall not apply in case of injury to life, body or health. If WEBNIQUE breaches an obligation the fulfillment of which is essential for the proper performance of the contract and on the compliance with which the Client may rely (material contractual obligation), the liability to pay damages shall be limited to the foreseeable, typically occurring damage. Liability based on guarantees and according to the provisions of the Product Liability Act shall also remain unaffected.

Offsetting

Offsetting against counterclaims of the OP is only permissible insofar as the counterclaims are undisputed or have been legally established.

Secrecy

The documents, knowledge and experience provided to the Principal, with the exception of the SEO Inhouse Workshop documents, may only be used for the purposes of this Agreement and may not be made available to third parties, unless they are intended to be made available to third parties. Third parties shall not include auxiliary persons such as freelancers, subcontractors etc. called in for the purpose of implementing the contractual relationship.
The Client undertakes to pay WEBNIQUE an appropriate contractual penalty for each case of culpable infringement of clause 8.1. The amount of the contractual penalty shall be determined by WEBNIQUE at its reasonable discretion and shall be reviewed by the competent court in case of dispute.

Final provisions

WEBNIQUE points out that WEBNIQUE employees are not authorized to make oral agreements. Verbal agreements require to be
therefore always require written confirmation in order to be valid.
The contractual relations shall be governed exclusively by German law. The place of jurisdiction is Munich.
Should any provision of this agreement be invalid, ineffective or unenforceable in whole or in part, or should it subsequently lose its legal effect, this shall not affect the validity of the other provisions.