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1.1 The General Terms and Conditions (hereinafter referred to as the “GTC”) of the webmaster company Prange (hereinafter referred to as “Webmastery Prange”) apply exclusively to entrepreneurs, legal entities under public law and special funds under public law for all services provided by webmastercompany Prange, unless otherwise stated in the offer or order confirmation of Webmastercompany Prange.
1.2 Conflicting or deviating general terms and conditions of the customer from the general terms and conditions of webmastering Prange shall not be accepted, unless Webmasterei Prange expressly agrees to their validity in writing. The General Terms and Conditions of Webmasterei Prange shall also apply if Webmasterei Prange performs services without reservation in the knowledge of conflicting general terms and conditions or deviating from these General Terms and Conditions.
1.3 Entrepreneurs within the meaning of these General Terms and Conditions are natural or legal persons or partnerships with legal rights acting in the exercise of a commercial or independent professional activity.
2. General provisions
2.1 The parties shall cooperate with confidence and shall immediately inform each other in the event of deviations from the agreed procedure or doubts as to the correctness of the other’s conduct.
2.2 The parties shall identify contact persons or project managers and their deputies, who are responsible and competent to manage the execution of the contractual relationship, with the usual contact details (telephone including mobile number, fax number, e-mail). In this respect, the customer’s project manager is the customer’s receiving agent.
2.3 Changes in the designated persons shall be notified by the parties without delay. Pending receipt of such communication, the previously designated contact persons and/or their alternates shall be deemed entitled to make and receive statements within the scope of their previous power of representation.
2.4 The contact persons agree at regular intervals on progress
and obstacles to the implementation of the contract in order to be able to intervene in the implementation of the contract, if necessary.
3. Conclusion of the contract
3.1 Offers from Webmasterei Prange are subject to change and subject to technical changes. They are valid until the cut-off date stated in the offer.
3.2 The contract is concluded by placing the order within the offer period on the basis of the offer of webmastercompany Prange by the customer. Access to the order from Webmastercompany Prange is decisive for the compliance with the deadline. The order can be declared by letter, fax or e-mail.
3.3 The nature, scope and timing of the services result from the offer of webmastercompany Prange or the service description agreed by the parties in individual cases.
4. Service delivery
4.1 Webmastercompany Prange provides the customer with the services described in more detail in the offer or in the service description (work services or services).
4.2 Appointments for the provision of services may only be promised on the pages of webmaster company Prange by the contact person there.
4.3 The contracting parties will set dates for the provision of services in writing as far as possible. Dates for which a Contracting Party is to default must always be set in writing and declared binding.
4.4 The services are provided by employees of webmastercompany Prange or sufficiently qualified third parties commissioned by Webmasterei Prange.
4.5 If Webmasterei Prange performs works (e.g. development services), the customer must check the work services immediately after delivery and, if these are obvious defects, notify such defects in writing to Webmastercompany Prange within 10 working days, but otherwise declare acceptance in writing. If the deadline passes without notification of the customer, the delivered work services shall be deemed to have been accepted.
4.6 Irrespective of clause 4.5, acceptance by the customer shall take place at the latest with the error-free commissioning of the work services within the scope of the contract-related project.
5. Force majeure
5.1 Cases of force majeure entitle webmaster company Prange to postpone services as long as the event continues. If webmastership Prange becomes permanent, but at least for a period of six months, the service becomes permanent due to force majeure, webmastercompany Prange becomes free from the obligation to perform.
5.2 The concept of force majeure covers all circumstances for which webmastery Prange is not responsible or which the webmastery Prange makes the provision of the service impossible or unreasonably difficult, such as strike, lawful lockout, war, acts of terrorism, unrest, natural disasters, import and export bans, lack of energy and raw materials and non-timely self-supply for which Wemastery Prange is not responsible.
5.3 If webmastercompany Prange is released from the obligation to perform, the customer is entitled to withdraw from the contract.
6. Performance changes
6.1 If the customer wishes to change the contractually agreed scope of the services to be provided by Webmasterei Prange, he has to express this request for change in writing to Webmasterei Prange. The further procedure is governed by the following provisions. In the case of requests for amendments that can be examined at short notice and are expected to be implemented within 8 working hours, webmaster company Prange may refrain from the procedure referred to in clauses 4.2 to 4.5.
6.2 Webmaster company Prange examines the impact of the desired change on remuneration, additional expenses and deadlines. If webmaster company Prange recognizes that the services to be provided cannot be carried out as a result of the inspection or can only be carried out in a delay, webmaster company Prange informs the customer and informs him that the change request can only be checked if the affected services are initially postponed indefinitely. If the customer agrees to this postponement, webmaster company Prange carries out the examination of the change request. The customer is entitled to withdraw his request for change at any time; the proposed amendment procedure will then end. Any additional costs incurred up to that point are to be borne by the customer.
6.3 After examination of the change request, webmaster company Prange will explain to the customer the effects of the change request on the agreements made. The presentation contains either a detailed proposal for the implementation of the amendment request or information on why the amendment request is not feasible.
6.4 The Parties will immediately vote on the content of a proposal by Webmastercompany Prange for the implementation of the request for amendment, including the new dates that follow, and shall attach the result of a successful vote to the text of the agreement to which the amendment relates as a supplementary agreement.
6.5 The customer shall bear the expenses arising from the request for change. This includes, in particular, the examination of the change request, the preparation of a proposed amendment and any downtimes. In the event that an agreement on daily rates has been reached between the parties, the expenses shall be calculated on the basis of these, in addition, according to the current price day table remuneration of webmaster company Prange.
6.6 If an agreement is not reached or the amendment procedure ends for another reason, it remains with the original scope of services. The same applies in the event that the customer does not agree to a postponement of the services for the further execution of the examination in accordance with clause 5.2.
6.7 Webmastercompany Prange is always entitled to change or deviate from the services to be provided under the contract if the change or deviation is reasonable for the customer, taking into account the interests of webmaster company Prange.
7. Customer’s duty to cooperate
7.1 If the customer recognizes that his own information and requirements are incorrect, incomplete, inconclusive or unworkable, he must inform this and the consequences of Webmasterei Prange immediately.
7.2 The customer has to support webmaster company Prange in the performance of the contractually owed services. This includes, in particular, the timely provision of any necessary information, image, sound, text or other data material in a common, directly usable, digital format as well as hardware and software to the required extent. In addition, the customer provides the required number of employees to carry out the contractual relationship, who have the required specialist knowledge.
7.3 If a conversion of the material provided by the customer to another format is required, the customer assumes the costs incurred for this purpose. The customer grants webmastercompany Prange the rights necessary for the use of these materials.
7.4 In addition, the customer guarantees to the extent required and at his own expense the unrestricted actual and/or remote access to the premises or systems of the customer and the areas necessary for webmastership Prange at any time of the day and night. Details of this may be provided in the offer or the service description agreed by the parties.
7.5 The customer warrants to webmaster company Prange that persons not expressly authorized by webmaster company Prange do not have access to the premises or systems and areas of webmastery Prange specified in clause 7.4. The operation of or interventions in software, hardware, etc. supplied or maintained by webmastercompany Prange by persons not expressly authorized by webmastership Prange is/is not permitted.
7.6 The customer shall perform his contractually owed participation acts at his own expense.
7.7 If the customer does not meet the dates agreed with Webmastercompany Prange and the period of six months until the acceptance of the website is exceeded, a hosting fee of 19 Euro (net) will be payable for each month started. This applies only to Internet projects.
8.1 The remuneration of webmastercompany Prange is based on time spent on a monthly basis or on a fixed-price basis. The respective applicable remuneration rates of webmaster company Prange are decisive for the remuneration of the time expenditure, unless something different has been agreed.
8.2 Upon presentation of written proof by webmaster company Prange, the customer bears all expenses such as travel and accommodation costs, expenses and claims for remuneration of third parties in accordance with the contract. Travel expenses are to be reimbursed by the customer only if the journey from the headquarters of Webmasterei Prange is more than 50 km. The pure travel time is not remunerated. For the contractual processing of orders with third parties, the costs of which are passed on directly to the customer, webmaster company Prange is entitled to charge a handling fee in the amount of 15.
8.3 If the parties have not concluded an agreement on the remuneration of a service provided by webmaster company Prange, the performance of which the customer could only expect in the circumstances against remuneration, the customer must pay the usual remuneration for this service. In case of doubt, the remuneration rates required by webmaster company Prange for their services are deemed to be normal.
8.4 The prices for the services of Webmasterei Prange are shown in Euros and are exclusive of statutory value added tax.
9. Terms of Payment
9.1 Subject to individual arrangements between the parties or a payment target otherwise fixed, the invoices of Webmasterei Prange shall be due for payment immediately from the date of the invoice.
9.2 If the customer is in default of payment, Webmasterei Prange is entitled to discontinue or withhold further services without prejudice to further rights until the customer has made payment. Furthermore, webmastercompany Prange may optionally make the execution of outstanding services conditional on the customer making the next instalment in full or providing a security in the form of an unlimited, self-debted guarantee on the first request of a major European bank for the outstanding remuneration.
9.3 In addition, webmaster company Prange is entitled to claim default interest in the amount of 8 p.a. above the applicable base interest rate in the event of a delay by the customer. Webmastercompany Prange is also entitled to demand higher interest rates and/or claim further damages for another legal reason.
9.4 Webmastercompany Prange is entitled to charge a reminder fee of € 10.00 for each reminder. Each additional reminder triggers additional reminder fees of € 10.00 each.
10. Rights in the event of defects in work performance
10.1 Webmaster company Prange performs all services commissioned by the customer to the best of our knowledge and belief.
10.2 Webmastercompany Prange guarantees that the work services (e.g. software, hardware, data carrier material, etc.) are free of material or manufacturing defects recognizable for webmastering Prange at the time of provision and that the delivered software is processable on the agreed hardware.
10.3 The customer may not refuse to accept the work due to minor defects.
10.4 If defects occur after acceptance of the work performance that are the responsibility of Webmasterei Prange, webmastercompany Prange shall, provided that the customer immediately incorporates the existence of these defects in writing, and, unless otherwise agreed between the parties, will respond to the notification of defects within a reasonable period of time.
- telephone support at normal office hours (Monday to Thursday 9:00 a.m. to 5:00 p.m., Friday 8:30 a.m. to 4:00 p.m.),
- in the event that telephone support does not remedy the defects, provide support by e-mail or remote access,
- or, if this form of support does not lead to the rectification of the defects, if necessary, correct the defects on site.
In addition, the customer is entitled to the statutory rights due to defects.
10.5 The customer loses his rights under clause 10.4, unless he complains to Webmasterei Prange in writing immediately after becoming aware of them. In any case, however, the rights of the customer in accordance with clause 10.4 shall become time-barred no later than one year after acceptance of the work performance.
10.6 In addition, claims of the customer due to defects shall be eliminated if webmaster company Prange proves that the errors occurring are due to improper or non-contractual use (handling) of the work services by the customer or his/her employees and/or unauthorized third parties. In the case of delivered software, this applies in particular if the defects result from the fact that it is used in a software or hardware environment that does not meet the respective specifications of webmaster company Prange at the time of conclusion of the contract or if the defects occur as a result of installation, modification and/or extension by the customer himself.
11.1 Webmaster company Prange makes the services available to the customer exclusively for the purposes described in the offer or in the service description. Unless otherwise agreed, the property remains with webmaster company Prange in the case of material objects (e.g. hardware, data carriers, documentation, etc.).
11.2 With regard to services provided by Webmasterei Prange, which are protected by registered rights or enjoy copyright protection (e.g. software, etc.), Webmasterei Prange grants the customer, unless otherwise agreed, a simple, non-transferable and non-sublicensable right to use the customer (according to the offer or service description) against full payment of the agreed remuneration, whether spatially, temporally and contentfully limited to the purposes of the specific project (according to the offer or service description). Unless otherwise agreed, the customer shall in particular not receive any reproduction rights or rental rights in the contractual services.
11.3 Unless otherwise agreed by the parties, the customer is not entitled to the granting of rights to, use or release of the source codes to software created and delivered by webmaster company Prange. Section 69 d, e UrhG remain unaffected.
11.4 Until full payment of remuneration, the customer is only revocably permitted to use the services provided. Webmastercompany Prange may revoke the use of such services, the payment of which the customer is in arrears, for the duration of the delay.
11.5 If a third party makes legitimate claims against the customer due to the violation of intellectual property rights through services provided by Webmasterei Prange and used in accordance with the contract, the following applies:
11.5.1 Webmastercompany Prange, at its own discretion, will either obtain a right of use for the services in question at the expense of Webmasterei Prange, change them in such a way that the intellectual property right is not violated or exchanged. If this webmastership Prange is not possible on reasonable terms, webmaster company Prange has to withdraw the services against reimbursement of the paid remuneration. Webmastercompany Prange may demand an appropriate compensation from the customer for the use made.
11.5.2 The above-mentioned obligations of Webmastercompany Prange only exist if the customer informs Webmasterei Prange immediately in writing about the claims asserted by the third party, does not acknowledge a violation and webmaster company Prange reserves all defensive measures and settlement negotiations. If the customer discontinues the use of the services for damage reduction reasons or other important reasons, he is obliged to inform the third party that the suspension of use does not involve an acknowledgement of an infringement of intellectual property rights.
11.5.3 Claims of the customer are excluded insofar as he is responsible for the infringement of intellectual property rights. Claims of the customer are further excluded insofar as the infringement of intellectual property rights is caused by the violation of special specifications of webmaster company Prange, by an application not foreseeable by webmaster company Prange or by the fact that the performance is changed by the customer or used together with products or components not supplied by webmastercompany Prange.
11.5.4 Further claims of the customer due to a violation of third-party intellectual property rights are excluded.
12.1 Webmaster company Prange is liable without limitation for intent and gross negligence.
12.2 Webmastery Prange shall only be liable for simple negligence – except in the case of injury to life, body or health – if essential contractual obligations (cardinal obligations) are violated. In this case, the liability is limited to the contractual and foreseeable damage, but maximum to the amount of the contract for the specific project. Essential contractual obligations are those obligations which, according to the purpose and purpose of the specific project, are to be granted to the customer or whose fulfilment enables the proper execution of the project in the first place and on whose compliance the customer may regularly rely.
12.3 A liability of Webmasterei Prange in accordance with clause 12.2 in the event of a breach of essential contractual obligations shall be waived if the customer is in default with the payment of services provided by Webmastercompany Prange.
12.4 Liability for indirect and unforeseeable damages, data loss, data network failures, loss of production and use, loss of profit, lost savings and financial losses due to claims of third parties is excluded within the scope of liability pursuant to clause 12.2, unless webmastercompany Prange is liable indefinitely in accordance with clause 12.2 due to injury to life, body or health.
12.5 A further liability of Webmasterei Prange than in these General Terms and Conditions is excluded , regardless of the legal nature of the asserted claim. In particular, webmaster company Prange is not liable for damages that are based on programming services or programs or hardware of the customer or third parties commissioned by him. In addition, webmaster company Prange is not liable for incorrect operation by the customer as well as for errors or faulty processes based on the operating systems and used programming and system environments of other manufacturers. Finally, webmaster company Prange is not liable for the loss of data and/or programs, insofar as the damage is due to the customer’s failure to perform data backups and thereby ensure that lost data can be recovered with reasonable effort.
12.6 The limitations or exclusions of liability pursuant to clauses 12.2, 12.3, 12.4 and 12.5 do not apply to liability (e.g. under the Product Liability Act) or liability under a guarantee independent of fault.
12.7 Insofar as the liability of Webmasterei Prange is excluded or limited in accordance with 12.2, 12.3, 12.4 and 12.5, this also applies to the personal liability of the employees, employees, representatives, organs and vicarious agents of webmastery Prange.
13. Prohibition of recruitment
13.1 The customer undertakes not to recruit or hire employees of webmaster company Prange for a period of one year thereafter or without the consent of webmaster company Prange.
13.2 In any case of culpable infringement, the customer undertakes to pay a contractual penalty to be determined by Webmasterei Prange and to be reviewed by the competent court in the event of a dispute.
14. Confidentiality, press release, data protection
14.1 The parties will treat all information, business transactions and documents that become known to you in connection with the projects carried out on the basis of these GtC to third parties (no third parties are legitimately involved in the performance of the contractual relationship subcontractors, freelancers, etc.) confidentially. This obligation will remain in place even after the completion of the relevant project. The contracting parties will impose a corresponding obligation on their employees affected by the respective project.
14.2 The aforementioned obligations do not apply to confidential information to the extent that this evidence to be provided by the recipient
- were previously known to the recipient without any obligation to maintain secrecy,
- were or become generally known without the recipient being responsible for it,
- have been lawfully communicated or left to the recipient by a third party without any obligation of confidentiality,
- developed independently and without recourse to confidential information by the recipient,
- must be made public on the basis of a binding administrative or judicial order or mandatory legal provisions, provided that the other party has been informed of the disclosure in writing in good time, or
- have been released in writing by the party providing notice.
14.3 Each party has the right to reject the acceptance of confidential information before it is released.
14.4 If one Party so requests, the documents it submits, such as strategy papers, briefing documents, etc., shall be issued to it after the termination of the contractual relationship, provided that the other Party cannot assert a legitimate interest in such documents.
14.5 Press releases, information, etc., in which one Party refers to the other, are only permitted after prior written consultation – also by e-mail.
14.6 Insofar as personal data are stored or otherwise processed, the parties may conclude a data order processing contract and take the necessary technical and organisational measures to protect the data against misuse. These obligations will remain in place even after the project has been completed.
15. Obligation of confidentiality
15.1 The obligation of confidentiality extends in particular to:
15.1.1 the personal and economic circumstances of the Seller as well as his intentions, objects, plans and internal conditions;
15.1.2 the personal and economic circumstances and data of the Seller’s employees, customers and business partners;
15.1.3 Business and trade secrets.
15.2 The obligation of confidentiality shall not apply to confidential information that was already known before the client passed it on or opened it to him or information acquired by third parties who, in turn, have not directly or indirectly entered into a confidentiality obligation with the client, or which are currently or later made publicly available to the public through no fault of their own.
15.3 The Contractor undertakes to impose the same obligations to his employees, agents and vicarious agents for the same confidentiality in accordance with this Agreement – within the scope of the legal possibilities in writing – also for the period after the departure from the employment or contract relationship.
15.4 The obligation of confidentiality extends to all statements not only to strangers, but also to relatives within the meaning of Section 11 stGB.; it covers all documents, business documents, supporting documents.
15.5 Furthermore, the Contractor undertakes not to process, disclose, make available or otherwise use protected personal data for any purpose other than the purpose of the respective lawful performance of the task. Amendments and additions to this agreement must be made in writing. This also applies to the cancellation of the written form requirement.
16.1 The right to terminate an individually concluded contract without notice for good cause remains unaffected by the term of the contract agreed by the parties in individual cases.
16.2 An important reason for termination without notice for webmastering Prange exists in particular if:
16.2.1 the customer violates his obligations under these General Terms and Conditions or the specific contract and does not remedy the situation within 14 days of being requested by webmaster company Prange and therefore becomes unreasonable for webmaster company Prange to adhere to the agreement;
16.2.2 the customer is more than 2 months in arrears with one or more payments;
16.2.3 the customer ceases to operate;
16.2.4 the customer becomes insolvent and/or the initiation of insolvency proceedings over his assets is requested and the application is not withdrawn within 2 weeks of filing.
16.3 Termination of an individual contract does not release the customer from the obligation to pay the remuneration to webmaster company Prange that has become or is due on the day of termination. Any claims for damages by Webmasterei Prange remain unaffected.
17. Assignment, retention, set-off, nomination
17.1 The assignment of claims is only permitted with the prior written consent of the other party. Consent must not be unfairly refused. The provisions of Section 354 a of the German Commercial Code (HGB) remain unaffected by this.
17.2 A right of retention can only be asserted because of counterclaims arising from the respective contractual relationship. The contracting parties can only offset against claims that are legally established or undisputed.
17.3 Webmaster company Prange may refer to the customer as a reference customer on its website or in other media. Webmastercompany Prange may also publicly reproduce or refer to the services provided for demonstration purposes, unless the customer can assert a contrary legitimate interest. Webmastercompany Prange is mentioned with logo and link as well as address at a suitable place of the customer’s website (e.g. under the imprint) and may also present itself appropriately on other reference objects.
18. Final provisions
18.1 Amendments and additions to these General Terms and Conditions must be made in writing. This also applies to a condition of this written form clause. Terminations must be made in writing. Notifications that have to be made in writing can also be made by e-mail.
18.2 Should individual provisions of the GtC be or become ineffective, the validity of the remaining provisions shall remain unaffected. Instead of the invalid provisions, the parties will make an effective provision that comes as close as possible to the invalid provision as well as the GTC as a whole in actual, economic and legal terms. The same procedure should be followed if the GTC should have a gap.
18.3 These General Terms and Conditions are exclusively subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the Resale Of Contracts.
18.4 The exclusive place of jurisdiction for all disputes in connection with these General Terms and Conditions and the contracts concluded hereunder between the parties is the registered office of Webmasterei Prange.[/md_text][/vc_column][/vc_row]