§ 1 Subject matter

1.1 These General Terms and Conditions govern the provision or performance of all current and future services and deliveries of the contracting parties.

1.2 A contract is concluded between E-MEDIAD GmbH and its customers by the signing of an offer by E-MEDIAD GmbH in text or written form (letter, e-mail or fax) or by acceptance by e-mail or by a commercial letter of confirmation from E-MEDIAD GmbH. Subsequent additions or amendments to the agreements concluded in this way must be made in writing. A verbal waiver of this written form is excluded.

1.3 E-MEDIAD GmbH is entitled to amend and supplement these terms and conditions for future services with a notice period of 6 weeks. If the customer does not object within a period of 1 month, the amended terms and conditions shall become effective as the contractual basis for future transactions.

§ 2 Terms of payment

2.1 All prices quoted are subject to the statutory value added tax applicable at the time of performance. Insofar as current services are owed, the VAT rate applicable at the time the respective claim is due shall be decisive.

2.2 Depending on the agreement, flat-rate shipping fees will be charged for the delivery or return of materials.

2.3 The due date shall be the agreed due date or upon delivery. All payments are to be made on the due date without deduction. If no due date has been agreed in the individual case, 40 percent of the agreed total remuneration shall be due upon conclusion of the contract, a further 30 percent four weeks after conclusion of the contract and the remaining 30 percent after acceptance of the work in accordance with the offer plus special services and expenses.

2.4 In the event of late payment or deferral of payment, interest shall be charged at a rate of 8% above the applicable prime rate.

2.5 Costs arising from special services and services due to incorrect or incomplete customer information or unverifiable notices of defects or improper use of the system shall be borne by the customer.

2.6 E-MEDIAD GmbH is entitled to increase regularly due usage fees by notifying the customer in writing with a 3-month notice period. In the event of a fee increase of more than 10%, the customer shall be entitled to terminate the contract in accordance with the notice periods. There must be at least 6 months between 2 increases.

2.7 The customer may only offset our claims against counterclaims that have been legally established or are undisputed.

2.8 The customer’s rights of retention are excluded unless the right of retention has been legally established or is undisputed.

2.9 If an order is not fulfilled due to circumstances for which E-MEDIAD GmbH is not responsible, the client shall, without prejudice to any further legal obligations, reimburse E-MEDIAD GmbH for the difference between the discount granted and the discount corresponding to the actual acceptance. The reimbursement shall not apply if the non-fulfillment is due to force majeure within E-MEDIAD GmbH’s sphere of risk.

§ 3 Retention of title

Contractual services shall remain the property of E-MEDIAD GmbH until the agreed price has been paid in full. This also applies to data carriers and all accompanying materials.

§ 4 Cooperation of the customer

4.1 In the case of websites that contain individual and customer-specific elements, the customer has a duty to cooperate. This consists in particular of the delivery of suitable documents in digital or printed form. If processing is necessary from a design point of view, either the customer or E-MEDIAD GmbH may commission third parties to do so.

4.2 The customer’s duty to cooperate also includes the timely provision of documents. Delays in provision may lead to changes in deadlines by E-MEDIAD GmbH. If E-MEDIAD GmbH has already provided services, these shall be accepted as partial services for invoicing purposes.

4.3 The customer also undertakes to regularly check the individual information within the Internet applications and to promptly notify us in writing (e.g. by e-mail) of any changes, such as those to addresses, telephone numbers, employees, etc. The customer shall also be obliged to provide regional and other links requested by the customer. This also applies to regional and other links requested by the customer.

4.4 Insofar as the customer independently publishes content within its Internet applications, it undertakes to comply with applicable law.

4.5 E-MEDIAD GmbH reserves the right to reject orders due to their content, origin or technical form in accordance with uniform, objectively justified principles of e-mediad GmbH if their content violates laws or official regulations or if their publication is unreasonable for e-mediad GmbH. The client shall be informed immediately if an order is rejected.

§ 5 Copyright and property rights

5.1 E-MEDIAD GmbH holds the copyrights to the entire website, the individual subpages and the integrated elements – with the exception of the content management system used. E-MEDIAD GmbH grants the customer a simple and non-exclusive right of use for an unlimited period of time to all copyrights with the exception of the content management system. The granting of rights extends to all uses on the Internet and on all end devices that are technically capable of displaying websites. However, the granting of rights expressly does not include exploitation in any other way, such as on radio and television, on CD-ROM, DVD, Bluray or other optical or magnetic data carriers or on print media/paper.

5.2 The granting of rights in accordance with section 6.1 shall be granted in accordance with § 158 para. 1 BGB only becomes effective once the customer has paid the remuneration owed, including any expenses incurred to date, in full. E-MEDIAD GmbH may provisionally authorize the use of the website or individual parts of the website before this time. This does not result in a transfer of rights in accordance with section 6.1.

5.3 E-MEDIAD GmbH is entitled to use the contractual website at any time for demonstration purposes or as a reference for its work. For this purpose, it may, among other things, make reproductions of individual parts, for example reduced images (thumbnails), in particular of the homepage, show, exhibit, demonstrate, broadcast or otherwise exploit the website publicly. However, it must always take the customer’s rights into account.

5.4 E-MEDIAD GmbH is entitled to have its name mentioned as the author in the form of a note on every website it creates. It may affix this copyright notice itself and the customer is not entitled to remove the notice without the consent of E-MEDIAD GmbH.

5.5 The source code of the website and its parts is the copyright of e-mediad GmbH, insofar as it is not part of the content management system, and the customer has no claim to the surrender of this source code. The customer is prohibited from decompiling the website or parts of it.

5.6 The company is named as responsible for the publications in the legal notice of the Internet applications of the legally prescribed type. Should the customer be held liable for copyright infringements on his domain pages, he must inform E-MEDIAD GmbH immediately.

§ 6 Warranty

6.1 e-mediad GmbH shall be liable for defects in the functionality of the website according to the state of the art in accordance with the statutory provisions of §§ 633 ff. BGB. E-MEDIAD GmbH is not liable for complaints regarding the artistic design.

6.2 After notification of a defect in the functionality of the website during the warranty period of two years after acceptance of the website, E-MEDIAD GmbH shall provide an interim solution until the defect has been rectified, but only insofar as it is possible and reasonable in view of the effects of the defect.

6.3 In the event of simple negligence, E-MEDIAD GmbH shall only be liable in the event of breach of material contractual obligations or injury to life, limb or health of a person. The above limitation of liability shall also apply to the fault of vicarious agents of the Contractor pursuant to Section 278 BGB. Otherwise, liability in the event of simple negligence – with the exception of injury to life, limb or health of a person – is limited to compensation for foreseeable damage typical of the contract.

6.4 E-MEDIAD GmbH shall only be liable for infringements of competition law and similar infringements based on the design of the website as a whole if these are caused by its special design of the website and are based on ideas contributed by it. E-MEDIAD GmbH shall not be liable for infringements inherent in a business model pursued by the customer.

§ 7 Place of jurisdiction

7.1 Should provisions of this contract or a future amendment be wholly or partially invalid or unenforceable or subsequently lose their legal validity or enforceability, this shall not affect the validity of the remaining provisions of the contract. The same applies if it turns out that the contract contains a loophole. In place of the invalid or unenforceable provisions or to fill the gap, an appropriate provision shall apply which, as far as legally possible, comes closest to what the parties intended or would have intended according to the meaning and purpose of the contract if they had considered the point when concluding this contract or when subsequently including the provision.

7.2 If the customer is a merchant, the place of performance for all contractual services and the place of jurisdiction is Cologne.

7.3 The parties agree that the law of the Federal Republic of Germany shall apply to all legal relationships arising from this contractual relationship, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.