Web design terms and conditions

Web design terms and conditions - for use between entrepreneurs

1. scope

(1) Unless otherwise expressly agreed, the following general terms and conditions (GTC ) in the version valid at the time of the order.

(2) In business dealings with companies, our terms and conditions apply to all future business with the client even without express reference.

(3) Deviating conditions, in particular purchasing conditions, of the buyer are hereby contradicted.

2. conclusion of contract

(1) By commissioning the execution of the selected service, the customer submits a binding offer to conclude a contract. The contract between the customer and B&C Websolutions OG. comes about through the written or telex declaration of acceptance. The same applies to additions, changes or ancillary agreements.

(2) An order-related execution action by B&C Websolutions OG replaces the order confirmation. By using the agency's service, the customer declares acceptance of this offer and waives receipt of the declaration of acceptance.

(3) Offers from B&C Websolutions OG in brochures, advertisements, etc. are subject to change and non-binding, including with regard to price information, unless a binding assurance is expressly given.

3. scope of services

(1) B&C Websolutions OG offers the following services: Creation, planning, adaptation and maintenance of websites, other graphic services, production of digital data carriers (CD-ROM/DVD etc.), SEA, SEO optimization etc... Advertising and marketing advertisements. Brochures, posters and online advertising presence.

(2) B&C Websolutions OG provides its services according to the wishes and specifications of the customer. Installation, instruction and training are only part of the performance obligations of B&C Websolutions OG if this has been agreed. B&C Websolutions OG only has to consider change and extension requests if they are necessary for technical reasons in order to achieve the purpose of the contract.

(3) In the event of a significant change in the contractual obligations of B&C Websolutions OG for the purpose of adapting them to the needs of the customer, B&C Websolutions OG can charge the customer for the necessary additional work. This also applies to an extensive examination of whether and under what conditions the change or extension can be carried out, insofar as B&C Websolutions OG has pointed this out in writing.

(4) The customer is informed that the operation of a website is associated with legal obligations, non-compliance with which may result in civil and criminal law consequences. This concerns in particular:

i. the imprint obligation (provider identification) according to § 5 TMG;
ii. Information obligations according to § 312 BGB (distance sales contracts);
iii. Information obligations according to § 312i and j BGB (electronic commerce);
IV. Obligations to check when setting a link;
v. Duty to review the content of forum discussions, blogs, and chat rooms;
vi. Obligation to observe media law regulations;
vii. Obligation to protect the copyright and trademark rights of third parties (see also rights of use).

The customer alone is responsible for compliance with these obligations. Should ... damage occur because the customer violates the above obligations, B&C Websolutions OG is entitled to assert claims for damages.

4. Prices and Payment

(1) The list prices at the time of dispatch or delivery apply. Fixed prices only apply if the price agreement in the individual case, e.g. based on an offer, contains neither a price increase option nor a time limit for the fixed price agreement.

(2) The prices do not include the statutory sales tax. Shipping costs, installation, training and other ancillary services are not included in the price unless otherwise agreed. Additional services that are not included in the price list or the offer are to be remunerated separately. This applies in particular to additional expenses as a result

a. the submission of data in non-digitized form,
b. of necessary and reasonable use of third-party services,
c. of effort for license management,
i.e. commissioned testing, research services and legal reviews; and
e. Services provided outside of business hours.

(3) If the customer is in arrears with payment, he must expect interest on arrears at a rate of 8% above the base interest rate. Interest on arrears will accrue if the payment deadline is exceeded, even without a reminder.

(4) The customer must expect that B&C Websolutions OG will first offset payments against older debts. If costs of legal action such as dunning costs have already arisen, B&C Websolutions OG can first offset payments by the customer against these costs, then against the interest and finally against the main service.

(5) B&C Websolutions OG is entitled to demand an advance payment of half of the total order value for web design or programming services.

5. Dates, deadlines and impediments to performance

(1) Delivery dates or deadlines, which can be agreed as binding or non-binding, must be in writing.

(2) If the cooperation of the customer is required or agreed for the performance of B&C Websolutions OG, the delivery time is extended by the time that the customer has not fulfilled this obligation.

(3) For delays caused by

a. changes in customer requirements,
b. Inadequate requirements in the application environment (hardware or software deficits), insofar as they ... were not known or should have been known,
c. Problems with third-party products (e.g. software from other computer manufacturers),

the delivery or service date will be extended accordingly.

(4) Insofar as B&C Websolutions OG cannot provide its contractual services or cannot provide them on time as a result of labor disputes, force majeure or other unavoidable circumstances for B&C Websolutions OG, there will be no adverse legal consequences for B&C Websolutions OG.

(5) If changes or additions are requested by the customer that are not just of a minor extent, dates and deadlines based on the original subject matter of the contract lose their validity.

6. acceptance

(1) The customer will immediately accept the services of B&C Websolutions OG in accordance with the checklists provided by B&C Websolutions OG to support him as soon as ... announces the readiness for acceptance.

(2) The services of B&C Websolutions OG shall be deemed to have been accepted if B&C Websolutions OG has communicated the readiness for acceptance, pointing out the importance of the omission of the declaration of acceptance

a. B&C Websolutions OG and the customer then does not declare acceptance within a period of time that allows him to identify significant errors during the required careful examination, but at the latest after 20 working days, or refuses to do so, citing defects to be detailed as far as possible.
b. or the customer makes the website or parts of it accessible to third parties without further examination or commissions B&C Websolutions OG to do so, insofar as the non-acceptance is not due to a significant defect in the services provided by B&C Websolutions OG.

(3) If the readiness for acceptance is not communicated, the time at which the customer should reasonably have been aware of the services shall apply instead of the time of communication.

7. Duty to cooperate

(1) The customer will provide the necessary data, especially content to be maintained for the websites, in a timely manner and in digital form.

(2) Insofar as B&C Websolutions OG provides the customer with drafts and/or test versions, stating a reasonable deadline for checking them for correctness and completeness, the drafts and/or test versions are deemed to have been approved when the deadline expires, unless B&C Websolutions OG receives a correction request.

(3) The customer is responsible for sufficient resources and information as part of his obligation to cooperate. He will ensure the availability of the required number of competent employees from a technical and EDP point of view and for sufficient computer capacities such as memory, processor power and line capacities.

(4) If B&C Websolutions OG deems this necessary, the customer shall provide a test environment (hardware with the current software version, in particular the operating system corresponding to the subsequent conditions of use and the corresponding server software).

(5) As soon as errors or impairments of the functionality of the services of B&C Websolutions OG such as a website occur, the customer will inform B&C Websolutions OG immediately, stating the time and error specification as well as the name and telecommunications data (telephone, e-mail) of the reporting and responsible employee teach about it.
The customer is responsible for the trouble-free operation of the facilities for remote maintenance and care, in particular stable data lines and interfaces.

8. Rights of Use

(1) B&C Websolutions OG grants the customer a simple/exclusive/with the exception of the user exclusive and (non)transferable right of use. If ... provides services for the design of the customer's Internet presence, the purpose of use of the website and/or its components is limited to use on the Internet. The customer acquires this right upon full payment for the services of B&C Websolutions OG

(2) Upon request, the customer is obliged to provide B&C Websolutions OG with written information about the scope of use. When using the customer's templates, B&C Websolutions OG assumes that these are not encumbered with the rights of third parties or that the customer has the right of use required for the order.

(3) B&C Websolutions OG also makes use of the rights of third parties (foreign license material) for the website, which can only be transferred to the customer for a limited period of time. The restricted transfer can lead, among other things, to third-party license material no longer being available or to significantly changed conditions over which B&C Websolutions OG has no influence. ... will in this case use its best efforts to use similar material.

(4) B&C Websolutions OG can charge the customer for the costs of third-party license material by submitting the licensor's statement with a service surcharge of ...15%. There is no further identification of parts of the website encumbered with the rights of third parties.

(5) The customer may only use third-party license material in connection with and within the framework of the website. If the licensor makes a claim against B&C Websolutions OG because the third-party license material was not used accordingly, the customer is responsible for compensating B&C Websolutions OG for the resulting damage.

(6) The customer is obliged to inform B&C Websolutions OG of any unlawful use of the license material of which he becomes aware, and to take legal action against an infringer of industrial property rights or ... to support this.
If the customer infringes rights of use through the services of B&C Websolutions OG e.g. B. through warnings from third parties, he will inform B&C Websolutions OG about it immediately.

9. Copyright notices and references

(1) The customer grants B&C Websolutions OG the right to integrate the logo of B&C Websolutions OG and an imprint into the customer's websites and to link them to each other and to the website of B&C Websolutions OG. The customer will accept all protective notices such as copyright notices and other legal reservations unchanged. This applies in particular to the references to the originator in the program code.

(2) B&C Websolutions OG reserves the right to use services such as designs and objects, even if they are based on customer templates, for presentation purposes, in particular to include the customer's website in a reference list for advertising purposes and to set appropriate links.

10. warranty

(1) Defective deliveries or services will be repaired or replaced by B&C Websolutions OG within the warranty period of 12 months, which begins on the date of delivery or acceptance, after notification by the customer. B&C Websolutions OG rectifies the defects free of charge or provides the customer with a corrected release status (modified version that no longer contains the defect complained of) free of charge. Any additional expenses will be billed at cost.

(2) The customer will implement the troubleshooting measures immediately (e.g. install new release statuses) and observe the information obligations.
Under unfavorable circumstances, multiple touch-ups may be necessary. Deviations of the created website elements from the agreed design and functionality are considered defects, insofar as these deviations impair the suitability for the agreed use.

(3) Claims for defects do not exist if the defect is only insignificant, i.e. in particular does not have a significant effect on the agreed use.

(4) If the supplementary performance fails within a period set by the customer for supplementary performance, the customer can demand that the contract be canceled or that the purchase price be reduced.

(5) Obvious defects that an average customer would immediately notice must be reported by the customer to ... within 10 working days after delivery by means of a ... registered letter. Defects that are not obvious must be reported to ... within 10 working days after detection. Otherwise, claims from these defects cannot be asserted. The defects, in particular the error messages that have occurred, must be reported in detail as far as possible (e.g. through error logs).

11. Liability

(1) Liability for legal defects and guarantees is unlimited. Liability under the Product Liability Act remains unaffected. B&C Websolutions OG is liable for intentional or grossly negligent breaches of duty. This also applies to legal representatives and vicarious agents of B&C Websolutions OG. For slight negligence, B&C Websolutions OG and its vicarious agents are limited to the foreseeable damage that is typical for the contract.

(2) Liability for data loss is limited by the typical recovery effort. This is based on the damage that would have occurred if reasonable security measures had been taken (e.g. making backup copies).

12. Customer's obligation to back up data

The customer is obliged to adequately protect himself against data loss. Since the reinstallation of software, but also the modification of the installed software, involves the risk of data loss, the customer is obliged to take precautions against data loss by means of a comprehensive data backup before reinstalling or modifying the installed software.

13. Privacy and Confidentiality

(1) The customer is aware and agrees that the personal data required to process the contractual relationship will be stored by B&C Websolutions OG and may be passed on to affiliated companies as part of order processing. The customer expressly agrees to the collection, processing and use of his personal data.

(2) The collection, processing and use of personal data takes place in compliance with the General Data Protection Regulation (GDPR).

(3) The customer has the right to revoke his consent at any time with effect for the future. In this case, the agency is obliged to delete the customer's personal data immediately. In the case of ongoing usage relationships, the deletion takes place after the end of the contract.

(4) Both contracting parties will treat confidentially marked information that becomes known to them within the framework of the contract. Software-related documents such as documentation and above all the source code must be protected against unauthorized access.

(5) B&C Websolutions OG points out that, given the current state of the art, it is not possible to prevent the reproduction of works, in particular graphics or other optical or acoustic design means that are placed online.

14. termination

(1) In the case of maintenance contracts, the customer can terminate the contract no earlier than 6 months after conclusion of the contract. The contract is extended by 12 months if it is not terminated in writing 3 months before the end of the contract.

(2) The right to termination for good cause remains unaffected. B&C Websolutions OG can terminate the contract without notice, particularly in the event of a violation of § 8 - Rights of Use - and if the customer is more than one month in arrears with payment of the fee.

15. Applicable law, foreign language and place of jurisdiction

(1) The contractual partners agree on the application of German law with regard to all legal relationships arising from this contractual relationship. German law also applies to cross-border traffic, excluding the UN sales law.

(2) The place of jurisdiction is Linz Upper Austria if the customer is an entrepreneur or merchant or a legal entity under public law or a special fund under public law is the contractual partner.

(3) If these general terms and conditions (GTC) are translated into a foreign language, the German version of the GTC is always decisive in the event of linguistic ambiguities.

(4) If a provision of these terms and conditions is not legally effective in whole or in part, this does not affect the legal validity of the remaining agreement. The contracting parties agree to make a replacement provision that comes as close as possible to the meaning and purpose of this invalid provision.

(Status: Linz Austria October 21, 2022)