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1. General
1.1 These General Terms and Conditions (GTC) apply to all contracts concluded between M.I.S. – Marketing. Ideas. Solutions. GmbH and the customer. Ideas. Solutions. GmbH and the customer.
1.2 M.I.S. – Marketing. Ideas. Solutions. GmbH offers various agency services to the customer. The specific scope of services is subject to individual agreements between M.I.S. – Marketing. Ideas. Solutions. GmbH and the customer.
1.3 M.I.S. – Marketing. Ideas. Solutions. GmbH does not conclude contracts with consumers or private persons.
1.4 M.I.S. – Marketing. Ideas. Solutions. GmbH is entitled to subcontract the necessary services in its own name and for its own account, which in turn may also use subcontractors. M.I.S. – Marketing. Ideas. Solutions. GmbH remains the sole contractual partner of the customer. The use of subcontractors does not take place if it is not necessary for M.I.S. – Marketing. Ideas. Solutions. GmbH is aware that their use is contrary to the legitimate interests of the customer.
1.5 The contracting parties undertake to name a contact person who will accompany the respective order and who is authorized to issue legally binding declarations of intent.
1.6 GTC deviating from these terms and conditions used by the customer will not be recognized by M.I.S. – Marketing. Ideas. Solutions. GmbH and are subject to express consent.
2. Cooperation obligations of the customer
2.1 Insofar as the customer has provided M.I.S. – Marketing. Ideas. Solutions. GmbH with texts, pictures or other contents, he has to make sure that these contents do not violate the rights of third parties (e.g. copyrights) or other legal norms. In this context it is pointed out that M.I.S. – Marketing. Ideas. Solutions. GmbH is by law not entitled to provide legal advice to the customer. M.I.S. – Marketing. Ideas. Solutions. GmbH is especially not obligated and legally not able to check the business model of the customer and/or the works (layouts, graphics, texts etc.) created or acquired by the customer for their compatibility with the applicable law. M.I.S. – Marketing. Ideas. Solutions. GmbH will in particular not conduct any trademark searches or other property right collision checks with regard to the works provided by the customer. As far as the customer gives specific instructions regarding the work to be produced, he is 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 provides are in compliance with the applicable law.
2.3 The customer is – subject to deviating individual agreements – responsible for the procurement of the material for the provision of the agency services (e.g. graphics, videos) and provides these to M.I.S. – Marketing. Ideas. Solutions. GmbH in due time. If the customer does not provide them and does not make any further specifications, M.I.S. – Marketing. Ideas. Solutions. GmbH 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, in compliance with the copyright labeling requirements.
2.4 If the conclusion of a contract processing agreement is required for individual order components according to Art. 28 GDPR, both contracting parties undertake to conclude such an agreement – from M.I.S. – Marketing. Ideas. Solutions. GmbH before the start of the service provision.
2.5 For delays in the implementation of projects, which are caused by a late (necessary) cooperation or contribution of the customer, M.I.S. – Marketing. Ideas. Solutions. GmbH shall not be liable to the customer in any respect; the provisions under the heading “Liability/Exemption” shall remain unaffected.
2.6 If the customer does not fulfill his obligations from this clause, M.I.S. – Marketing. Ideas. Solutions. GmbH may charge the customer for any additional expenses incurred (e.g. costs for stock photos and time spent for their search).
1. Website and store creation (agile)
1.1 Unless otherwise agreed, the website and store creation (hereinafter referred to as website creation) shall be based on agile methods. The remaining provisions of these GTC shall remain unaffected. Search engine optimization (SEO) is only owed if it has been expressly agreed.
1.2 Subject of website creation contracts between M.I.S. – Marketing. Ideas. Solutions. mbH and the customer is basically the development of new websites or the extension of existing websites (e.g. integration of new interfaces or programming of new online applications) in compliance with the technical and/or design specifications of the customer. Website creation contracts concluded between the parties are contracts for work and services in the sense of §§ 631 ff. BGB (German Civil Code).
1.3 Unless otherwise agreed, the websites created are optimized for the browsers Chrome, Safari, Firefox and Edge in their respective current versions (in each case the last two versions of the browser). Optimization for mobile devices is only owed if this has been expressly agreed.
1.4 The services agreed upon in detail result from the contract between M.I.S. – Marketing. Ideas. Solutions. GmbH and the customer. For this purpose the customer shall provide M.I.S. – Marketing. Ideas. Solutions. GmbH with a description as detailed as possible of the desired website content (creative content such as images, layouts, logos, etc. are to be defined and provided by the customer). This request represents an invitation to submit an offer by M.I.S. – Marketing. Ideas. Solutions. GmbH . M.I.S. – Marketing. Ideas. Solutions. GmbH will check the customer’s ideas described in the inquiry to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, especially regarding the rights of third parties), unambiguity, feasibility and freedom from contradiction and will make an offer based on the wishes arising from the customer’s inquiry. Only by the acceptance of the offer by the customer a contract between M.I.S. – Marketing. Ideas. Solutions. GmbH and the customer comes into effect.
1.5 The verification or procurement of rights, the procurement of plugins and/or tools (e.g. statistics) or certificates (e.g. SSL / TLS) or the provision of a development-, application- or other documentation are only provided by M.I.S. – Marketing. Ideas. Solutions. GmbH if this is expressly agreed upon in an individual contract.
1.6 The customer may access the development site at any time 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 parties agree in text form (i.e. e.g. by e-mail, fax or similar). Furthermore, M.I.S. – Marketing. Ideas. Solutions. GmbH is only obligated to produce the functions/items listed in the contract or to provide the agreed service. Any additional services must be agreed upon and paid for separately.
1.7 Once the website has been completed, M.I.S. – Marketing. Ideas. Solutions. GmbH will ask the customer for acceptance of the website.
1.8 Prerequisite for the activity of M.I.S. – Marketing. Ideas. Solutions. GmbH is that the customer provides all data required for the implementation of the project (texts, templates, graphics etc.) to M.I.S. – Marketing. Ideas. Solutions. GmbH before the start of the project in a suitable form. If the customer does not comply with this obligation, M.I.S. – Marketing. Ideas. Solutions. GmbH is entitled to charge the customer for the resulting time expenditure.
1.9 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.
1.10 The remuneration for the website creation is subject to an individual contractual agreement between the parties. In all other respects, the statutory provisions shall apply.
2. Maintenance and support of websites / stores
2.1 After completion of the web pages and/or individual parts thereof, M.I.S. – Marketing. Ideas. Solutions. GmbH may offer the customer maintenance and support services in relation to the websites (hereinafter “maintenance contracts”). M.I.S. – Marketing. Ideas. Solutions. GmbH can also offer the maintenance of third party websites. However, neither M.I.S. – Marketing. Ideas. Solutions. GmbH is obligated to such an offer, nor does the customer have to accept the further service offers of M.I.S. – Marketing. Ideas. Solutions. GmbH to make use of them. Corresponding agreements are exclusively subject of individual arrangements.
2.2 The content of the maintenance agreements 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 services, such as regular maintenance, can be agreed upon in individual contracts, if necessary.
2.3 A prerequisite for maintenance is that the content to be maintained is compatible with the systems of M.I.S. – Marketing. Ideas. Solutions. GmbH. The compatibility can be impaired in particular by outdated components of the contents to be maintained or by unauthorized changes on the part of the customer. If the compatibility is not guaranteed, the customer has to establish it independently (e.g. by appropriate updates) or assign M.I.S. – Marketing. Ideas. Solutions. GmbH separately with the establishment of compatibility.
2.4 M.I.S. – Marketing. Ideas. Solutions. GmbH is not liable for malfunctions and incompatibilities caused by unauthorized changes of the customer or based on other errors that are not in the area of responsibility of M.I.S. – Marketing. Ideas. Solutions. GmbH; the regulations under “Liability / Indemnification” remain unaffected.
2.5 Unless otherwise agreed, maintenance shall only include the technical updating of the website, but not the updating of its content M.I.S. – Marketing. Ideas. Solutions. GmbH is in particular not responsible for updating the imprint or the privacy policy.
3. Domain registration
3.1 M.I.S. – Marketing. Ideas. Solutions. GmbH offers domain registration services to the customer. The specific scope of services (domain registration, storage space, certificates, etc.) is subject to individual agreements between the parties.
3.2 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. M.I.S. – Marketing. Ideas. Solutions. GmbH is only acting as an intermediary in the relationship between the customer and the registry, without having any influence on the allocation of the domain.
3.3 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 for its legal admissibility is not owed.
3.4 For the registration of domains, the respective terms and conditions of the individual registries shall apply in addition. M.I.S. – Marketing. Ideas. Solutions. GmbH will point out to the customer in case of an intended registration possible particularities.
4. Webhosting
4.1 M.I.S. – Marketing. Ideas. Solutions. GmbH also offers hosting services to the customer. The specific scope of services (domain management, storage space, certificates, etc.) is subject to individual agreements between the parties. M.I.S. – Marketing. Ideas. Solutions. GmbH is entitled to use services of third parties in any form in connection with the execution of hosting services. If the customer of M.I.S. – Marketing. Ideas. Solutions. GmbH does not use hosting services, M.I.S. – Marketing. Ideas. Solutions. GmbH does not take any responsibility for the respective servers and their configuration, the data lines and/or the accessibility of the websites.
4.2 Unless otherwise agreed, M.I.S. – Marketing. Ideas. Solutions. GmbH takes over the administration and management of the data in case of an assignment as hoster. In principle, the customer does not receive access to the administration backend of the hosting system.
4.3 The availability of the services provided by M.I.S. – Marketing. Ideas. Solutions. GmbH for the purpose of hosting is at least 99% on an annual average. Excluded from this are those times, during which the servers are not available due to the actions of M.I.S. – Marketing. Ideas. Solutions. GmbH (force majeure, actions of third parties, technical problems beyond the control of M.I.S. – Marketing. Ideas. Solutions. GmbH etc.).
4.4 Unless otherwise agreed, the Customer shall not be entitled to the assignment of a fixed IP address for its Internet presence. Technical or legal changes are possible at any time and remain reserved.
4.5 The customer is obligated to keep his passwords and other access data secret and not to pass them on to third parties if he has received such from M.I.S. – Marketing. Ideas. Solutions. GmbH. he customer is responsible for any misuse by third parties, unless M.I.S. – Marketing. Ideas. Solutions. GmbH is responsible for this.
4.6 The Customer shall be obligated to make regular backups of its hosted data. If the customer is not able to do so, he has to inform M.I.S. – Marketing. Ideas. Solutions. GmbH or other professionally suitable third parties with the backup. The customer is liable for any data loss that occurs due to insufficient data backup.
1. Design of print products
1.1 Subject of design contracts in the print sector between M.I.S. – Marketing. Ideas. Solutions. GmbH and the customer is basically the development of print products according to the design specifications of the customer (e.g. design of banners, post graphics, posters, signs, flyers, roll-ups, car 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 et seq. BGB (German Civil Code). A deviating scope of services can be agreed between the parties in an individual contract.
1.2 The services agreed upon in detail result from the contract between M.I.S. – Marketing. Ideas. Solutions. GmbH and the customer. For this purpose the customer shall provide M.I.S. – Marketing. Ideas. Solutions. GmbH with a description of the desired design services as detailed as possible. This request represents an invitation to submit an offer by M.I.S. – Marketing. Ideas. Solutions. GmbH . M.I.S. – Marketing. Ideas. Solutions. GmbH will check the customer’s ideas described in the inquiry to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, especially with regard to the rights of third parties), unambiguity, feasibility and freedom from contradiction and will prepare an offer based on the wishes arising from the customer’s inquiry. Only by the acceptance of the offer by the customer a contract between M.I.S. – Marketing. Ideas. Solutions. GmbH and the customer comes into effect.
1.3 After conclusion of the contract, the customer’s requirements will be discussed in a further briefing, if required, and the specifications will be concretized. At this time, customer requests may be introduced, provided they are covered by the originally agreed scope of services. If necessary, there is the possibility of a re-briefing before the service item is produced. Adjustments become part of the original contract if both parties agree in text form (e.g. by e-mail). Furthermore, M.I.S. – Marketing. Ideas. Solutions. GmbH is only obligated to produce the items listed in the contract. Any additional services must be agreed upon and paid for separately.
1.4 As soon as the agreed object of performance has been completed, M.I.S. – Marketing. Ideas. Solutions. GmbH will request the customer to accept the work.
1.5 Unless otherwise agreed, the Customer shall be entitled to two correction loops. Complaints regarding the artistic design are generally excluded after the agreed correction loops have been carried out. If the customer wishes to make further changes, he shall bear the additional costs.
1.6 Prerequisite for the activity of M.I.S. – Marketing. Ideas. Solutions. GmbH is that the customer provides all data (texts, templates, graphics etc.) necessary for the implementation of the project to M.I.S. – Marketing. Ideas. Solutions. GmbH completely and in a suitable form before the start of the order. For delays and delays in the implementation of projects, which are caused by a late (necessary) contribution of the customer, M.I.S. – Marketing. Ideas. Solutions. GmbH is not responsible to the customer in any respect. If the customer does not comply with this obligation, M.I.S. – Marketing. Ideas. Solutions. GmbH is entitled to charge the customer for the resulting time expenditure.
1.7 The remuneration shall be the subject of an individual contractual agreement between the parties. In all other respects, the statutory provisions shall apply.
1.8 Unless otherwise contractually agreed and not to be expected otherwise from the purpose of the contract, M.I.S. – Marketing. Ideas. Solutions. GmbH only owes 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 has no right to receive an editable file (e.g. Word, Indesign).
2. Video and Photography
2.1 M.I.S. – Marketing. Ideas. Solutions. GmbH creates professional videos and photographs for its clients. The specific services agreed upon are outlined in the contract between M.I.S. – Marketing. Ideas. Solutions. GmbH and the customer have entered into an individually concluded contract.
2.2 First, the customer shall provide M.I.S. – Marketing. Ideas. Solutions. GmbH with an inquiry with a description as exact as possible of the services desired by him. This request represents an invitation to submit an offer by M.I.S. – Marketing. Ideas. Solutions. GmbH . M.I.S. – Marketing. Ideas. Solutions. GmbH will review the customer’s described expectations in the inquiry to the best of its knowledge and abilities, ensuring completeness, suitability (excluding legal suitability, particularly regarding third-party rights), clarity, feasibility, and consistency. Based on the customer’s request, GmbH will provide an offer. Only by the acceptance of the offer by the customer a contract between M.I.S. – Marketing. Ideas. Solutions. GmbH and the customer comes into effect.
2.3 The Customer’s specifications shall be taken into account to the best of the Customer’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. M.I.S. – Marketing. Ideas. Solutions. GmbH therefore exclusively owes the creation of a work that corresponds to the wishes of the customer according to his own experience and assessment. Complaints regarding the artistic design are generally excluded.
2.4 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 further changes beyond that, he has to bear the additional costs.
2.5 If the Customer provides persons for the creation of videos or photographs (e.g. its employees or professional models), it shall be solely responsible for ensuring that the persons concerned have consented to the use of the recordings. In particular, he shall be responsible for concluding suitable model release agreements and obtaining employee consents that comply with data protection requirements.
2.6 As soon as the agreed object of performance has been completed, M.I.S. – Marketing. Ideas. Solutions. GmbH will request the customer to accept the work.
2.7 Unless otherwise agreed in an individual contract, M.I.S. – Marketing. Ideas. Solutions. GmbH may demand that a suitable copyright notice be placed in an appropriate location on the created works.
2.8 Unless otherwise contractually agreed and not to be expected otherwise from the purpose of the contract, the customer shall in principle only receive finished processed recordings for the respective purpose. The customer shall not have a claim to the handover of the raw data or editable files (RAW files or similar).
2.9 Insofar as M.I.S. – Marketing. Ideas. Solutions. GmbH cannot or does not want to perform the services mentioned here itself, M.I.S. – Marketing. Ideas. Solutions. GmbH can arrange suitable service providers for the customer (agency business). If the parties agree on an agency business, M.I.S. – Marketing. Ideas. Solutions. GmbH concludes the contract for the creation of the videos / photographs with the third party service provider in the name and for the account of the customer or mediates such a contract. M.I.S. – Marketing. Ideas. Solutions. GmbH acts as a mere intermediary towards the third party service provider. he contractual relationship arises solely between the customer and the third party service provider. M.I.S. – Marketing. Ideas. Solutions. GmbH is not involved in this contract. M.I.S. – Marketing. Ideas Solutions. GmbH informs the customer about all essential steps and coordinates with the customer regarding the details of the contract content and conclusion (especially type and prices) and is bound to the customer’s instructions. The respective price and/or business conditions of the third party service provider apply. The customer pays for the services directly to the third-party service provider. Acceptance of the services shall be made vis-à-vis the third-party service provider. It is the responsibility of the customer to check the completed video / photographs to ensure that they are free of defects. M.I.S. – Marketing. Ideas. Solutions. GmbH is not liable for the contractual production of the services by the third party service provider. M.I.S. – Marketing. Ideas. Solutions. GmbH will provide the customer in case of dispute – as far as legally permissible – all necessary information. The support of the assertion of warranty claims or other claims beyond that is not permitted on the part of M.I.S. – Marketing. Ideas. Solutions. GmbH is not owed. The regulations under “Liability / Indemnification” remain unaffected.
3. Design and conception of animations, graphics and presentations (designs)
3.1 M.I.S. – Marketing. Ideas. Solutions. GmbH shall take over the conception and design of animations, graphics (including 3D graphics) and presentations (e.g. MS PowerPoint presentations) (hereinafter referred to as “Designs”) upon agreement with the Customer.
3.2 For this purpose, the customer shall provide M.I.S. – Marketing. Ideas. Solutions. GmbH first with an inquiry with a description as exact as possible of the designs desired by him. This request represents an invitation to submit an offer by M.I.S. – Marketing. Ideas. Solutions. GmbH . M.I.S. – Marketing. Ideas. Solutions. GmbH will check the customer’s ideas described in the inquiry to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, especially regarding the rights of third parties), unambiguity, feasibility and freedom from contradiction and will make an offer based on the wishes arising from the customer’s inquiry. Only by the acceptance of the offer by the customer a contract between M.I.S. – Marketing. Ideas. Solutions. GmbH and the customer comes into effect.
3.3 Prerequisite for the activity of M.I.S. – Marketing. Ideas. Solutions. GmbH is that the customer provides all data required for the implementation of the project (color definition etc.) to M.I.S. – Marketing. Ideas. Solutions. GmbH before the start of the project in a suitable form. If the customer does not comply with this obligation, M.I.S. – Marketing. Ideas. Solutions. GmbH is entitled to charge the customer for the resulting time expenditure.
3.4 Unless otherwise agreed, the Customer shall be entitled to two correction loops for each individual design. After these correction loops have been carried out, requests for adjustments and complaints (in particular with regard to the artistic design) shall no longer be considered. If the customer wishes further changes after the execution of the agreed correction loops, M.I.S. – Marketing. Ideas. Solutions. GmbH can create these for the customer for an additional fee to be agreed upon.
3.5 As soon as the agreed design has been completed, M.I.S. – Marketing. Ideas. Solutions. GmbH will request the customer to accept the work. The designs will be sent to the customer in a common file format.
3.6 M.I.S. – Marketing. Ideas. Solutions. GmbH explicitly does not check the final designs for legal admissibility (especially trademark and/or competition law) or for infringement of other trademark and / or property rights (e.g. trademarks, design patents, patents, etc.) nor for the registrability of the designs, e.g. in official registers.
3.7 M.I.S. – Marketing. Ideas. Solutions. GmbH grants the customer the necessary rights of use to the designs for the respective purpose. Unless otherwise agreed, the customer is granted an exclusive right of use for the creation of logos, unlimited in time, place and content; however, individual graphic elements of the logos may be used for the creation of other works, as long as this does not create a risk of confusion with the created logo. For all other designs, a simple right of use is granted subject to deviating individual agreements. A transfer of the rights of use by the customer to third parties requires an individual contractual agreement with M.I.S. – Marketing. Ideas. Solutions. GmbH. The drafts presented within the correction loop may not be used by third parties without the explicit consent of M.I.S. – Marketing. Ideas. Solutions. GmbH may not be used, reproduced or passed on to third parties, neither in the original nor modified.
3.8 The rights of use shall not pass to the Customer until the remuneration has been paid in full.
3.9 Unless otherwise agreed in an individual contract, M.I.S. – Marketing. Ideas. Solutions. GmbH may demand that a suitable copyright notice be placed in an appropriate location on the created works.
1. SEO-Marketing
M.I.S. – Marketing. Ideas. Solutions. GmbH offers the customer, among other things, services in the area of SEO-Marketing. Within the scope of the service provision M.I.S. – Marketing. Ideas. Solutions. GmbH exclusively owes the execution of measures, which according to own experience of M.I.S. – Marketing. Ideas. Solutions. GmbH can positively influence the search engine ranking or are explicitly ordered by the customer . This is a service in the sense of §§ 611 ff. BGB (German Civil Code). A specific result (e.g. a specific ranking in the search engine hit list), on the other hand, is only owed within the scope of SEO services if this has been expressly assured. Marketing services may be cancelled by either contracting party with a notice period of one (1) month.
2. SEA-Campaigns
M.I.S. – Marketing. Ideas. Solutions. GmbH offers the customer services in the area of SEA campaigns. Within the scope of the service provision M.I.S. – Marketing. Ideas. Solutions. GmbH owes exclusively the submission of proposals regarding effective keywords and after approval of the customer the execution of the measure (placement of advertisements). These are services in the sense of §§ 611 ff. BGB (German Civil Code). A certain result (e.g. sales figures) is not owed within the scope of SEA services, unless this has been expressly assured. M.I.S. – Marketing. Ideas. Solutions. GmbH has, in addition to the claim for payment of the service, a claim for reimbursement of expenses with regard to the chargeable advertisements against the customer. M.I.S. – Marketing. Ideas. Solutions. GmbH is not obliged to check the legality of keywords. M.I.S. – Marketing. Ideas. Solutions. GmbH submits suggestions to the customer regarding the booking of keywords. The legal examination in particular on the trademark rights of third parties and release of the keywords is incumbent on the customer before execution of the campaign.
1. Prices and remuneration
The remuneration for the services of M.I.S. – Marketing. Ideas. Solutions. GmbH is the subject of an individual contractual agreement between the parties and is basically based on the offer.
2. Acceptance
As far as a work performance was agreed upon, M.I.S. – Marketing. Ideas. Solutions. GmbH can demand that the acceptance is in written form; the written acceptance is only owed if M.I.S. – Marketing. Ideas. Solutions. GmbH requests the customer to do so. The acceptance provisions of the German Civil Code shall remain unaffected.The acceptance period in the sense of § 640 para. 2 p. 1 BGB (German Civil Code) is set to 2 weeks from notification of completion of the work, unless in individual cases due to special circumstances a longer acceptance period is required, which M.I.S. – Marketing. Ideas. Solutions. GmbH will inform the customer separately in this case. Ifthe customer does not comment within this period or does not refuse acceptance due to a defect, the work shall be deemed accepted.
3. Warranty against defects
An insignificant defect shall not constitute grounds for claims for defects. The choice of the type of supplementary performance lies with M.I.S. – Marketing. Ideas. Solutions. GmbH. The limitation period for defects and other claims is one (1) year; this shortening of the limitation period does not apply to claims resulting from intent, gross negligence or injury to life, limb or health by M.I.S. – Marketing. Ideas. Solutions. GmbH. he statute of limitations does not start anew if a supplementary performance takes place within the scope of the liability for defects. In all other respects the legal warranty for defects remains unaffected.
4. Contract term for continuing obligations
Subject to deviating provisions in and outside these GTC, continuing obligations have a minimum term of 12 months. The notice period is 3 months. If the contract is not terminated in due time at the end of the term, it shall be automatically extended by a further 12 months. The right to extraordinary termination without notice for good cause remains unaffected.
5. Granting of rights, self-promotion and right of mention
5.1 M.I.S. – Marketing. Ideas. Solutions. GmbH grants the customer – after full payment of the order by the customer – in principle a simple right of use to the corresponding work results. Further rights can be agreed upon in individual contracts.
5.2 Unless otherwise agreed, the customer grants M.I.S. – Marketing. Ideas. Solutions. GmbH the permission to present the project to the public in an appropriate manner for the purpose of self-promotion (references/portfolio). In particular M.I.S. – Marketing. Ideas. Solutions. GmbH is entitled to advertise with the business relationship to the customer and to refer to itself as the originator on all created advertising material and in all advertising measures, without the customer being entitled to any remuneration for this.
5.3 Furthermore, M.I.S. – Marketing. Ideas. Solutions. GmbH is entitled to publish its own name with a link in an appropriate way in the footer and in the imprint of the websites of M.I.S. – Marketing. Ideas. Solutions. GmbH, without the customer being entitled to any compensation for this.
6. Confidentiality
6.1 M.I.S. – Marketing. Ideas. Solutions. GmbH shall treat all business transactions coming to its knowledge, in particular, but not exclusively, print documents, layouts, storyboards, numerical material, drawings, tapes, pictures, videos, DVDs, CD-ROMs, memory cards, passwords, interactive products and such other documents containing films and/or radio plays and/or other copyrighted materials of the customer or its affiliates as strictly confidential. M.I.S. – Marketing. Ideas. Solutions. GmbH commits itself to impose the obligation of secrecy 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 obligation to maintain secrecy shall apply for an unlimited period of time beyond the duration of this contract.
7. Liability / Indemnification
7.1 M.I.S. – Marketing. Ideas. Solutions. GmbH shall be liable for any legal reason without limitation in case of intent or gross negligence, intentional or negligent injury to life, body or health, on the basis of a guarantee promise, unless otherwise regulated in this respect, or on the basis of mandatory liability such as under the Product Liability Act. If M.I.S. – Marketing. Ideas. Solutions. GmbH negligently violates an essential contractual obligation, the liability is limited to the contract-typical, foreseeable damage, unless liability is unlimited according to the previous sentence. Essential contractual obligations are obligations which the contract requires M.I.S. – Marketing. Ideas. Solutions. GmbH according to its content to achieve the purpose of the contract, the fulfillment of which makes the proper execution of the contract possible in the first place and on whose compliance the customer may regularly rely. Apart from that a liability of M.I.S. – Marketing. Ideas. Solutions. GmbH is excluded. The above liability regulations also apply with regard to the liability of M.I.S. – Marketing. Ideas. Solutions. GmbH for its vicarious agents and legal representatives.
7.2 The customer shall provide M.I.S. – Marketing. Ideas. Solutions. GmbH from any claims of third parties, which may be asserted against M.I.S. – Marketing. Ideas. Solutions. GmbH due to violations of the customer against these terms and conditions or against applicable law.
8. Final regulations
8.1 The signed contracts between M.I.S. – Marketing. Ideas. Solutions. GmbH and the customers are subject to the substantive law of the Federal Republic of Germany under exclusion of the UN Convention on Contracts for the International Sale of Goods.
8.2 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 on the place of jurisdiction of M.I.S. – Marketing. Ideas. Solutions. GmbH as place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction remain unaffected by this.
8.3 It is pointed out that when (web) designers are commissioned, a levy is usually payable to the artists’ social insurance fund (Künstlersozialkasse). This is a statutory levy that is stipulated in the “Law on Social Insurance for Self-Employed Artists and Publicists” (KSVG). This must be reported by the customer independently to the artists’ social insurance fund. M.I.S. – Marketing. Ideas. Solutions. GmbH has no influence. The notification and payment of the contribution is the sole responsibility of the customer.
8.4 M.I.S. – Marketing. Ideas. Solutions. GmbH is entitled to change these GTC for factually justified reasons (e.g. changes in jurisdiction, legal situation, market conditions or business or corporate strategy) and by observing a reasonable period of time. Existing customers will be notified of this by e-mail no later than two weeks before the change takes effect. If the existing customer does not object within the period set in the notification of change, his consent to the change shall be deemed granted. In case of objection M.I.S. – Marketing. Ideas. Solutions. GmbH is entitled to terminate the contract extraordinarily as of the effective date of the change. The notification about the intended change of these GTC will point out the deadline and the consequences of the objection or its absence.
Status: April 2021