Terms

General Terms and Conditions (GTC) of Beck Digital GmbH

Date: April, 9th, 2024

§ 1 Scope

1. The following general terms and conditions apply to all contracts between Beck Digital GmbH, Forchheimer Str. 65, 90425 Nürnberg – hereinafter referred to as “Agency” – and its customers.
2. Contradictory or differing conditions of the customer are not accepted unless they are agreed to in writing. This also applies if the Agency does not expressly contradict them.
3. The Agency’s offers are exclusively directed at entrepreneurs. An entrepreneur (§ 14 BGB) is any natural or legal person or a legal partnership that acts in the exercise of its independent professional or commercial activity when concluding a legal transaction. The customer assures with the conclusion of the contract that he is an entrepreneur.
4. The general terms and conditions in the version at the time of the respective order apply.

§ 2 Subject of the Contract, Scope of Services

1. The scope of the services owed by the Agency is exclusively determined by the service description in the respective offer of the Agency, but not by general promotional information on the Internet or other media. In web design or web development orders, text creation and image selection are only included if this is explicitly stated in the offer.
2. The Agency provides services, especially in the field of web development and design, process automation, and online marketing (SEO, SEA, Social Media Ads). In this context, the Agency is not obliged to achieve a specific success or to produce a work, unless the Agency expressly offers this in the offer.
3. If goals for a success-dependent participation are agreed, they are legally non-binding and especially not guaranteed, but only to be understood as the basis for the respective compensation calculation.
4. The Agency may use third parties as subcontractors to provide contractually owed services.

§ 3 Conclusion of the Contract

1. Before concluding the contract, a preliminary talk can take place between the Agency and the customer, in which individual interests and goals are recorded. Alternatively or additionally, the Agency can send the customer a binding offer in text form.
2. The contract between the Agency and the customer is concluded when the customer accepts the offer of the Agency. The acceptance declaration can be made in writing, in text form, by video or audio recording (each with the customer’s consent), or orally.
3. If the preliminary talk takes place via remote communication means, the customer consents that the Agency records the phone call, video conference, or chat for evidence and documentation purposes.

§ 4 Remuneration, Offset

1. The amount of remuneration owed by the customer is stated in the Agency’s offer. All prices communicated are net amounts plus value-added tax.
2. The customer can only declare the offset with undisputed or legally established claims against the Agency’s fee claim and reimbursement of expenses claim.
3. The Agency can demand reasonable advances on remuneration and reimbursement of expenses and make the fulfillment of the owed service dependent on the full satisfaction of its claims.
4. Several customers of the same order are jointly and severally liable for the remuneration.
5. Additional services and subsequent change requests of the customer that go beyond the offered service are remunerated at a flat hourly rate of 120 € net and are invoiced separately.

§ 5 Payment, Invoice and Maturity

1. Payments are due immediately and without deduction after invoicing. They are to be made by transfer to the bank account specified by the Agency, unless otherwise agreed.
2. In the case of a work contract, a down payment of 50% of the order sum is due from the customer upon conclusion of the contract. The remaining 50% are due upon acceptance of the work. In the case of a service contract, the remuneration is due monthly in advance and the invoice is sent to the customer at the beginning of the month.
3. In case of non-payment, the customer owes the Agency interest on arrears at a rate of 9 percentage points above the base rate without a separate reminder from the 7th day after due date and receipt of the invoice. The proof of a lower damage caused by delay remains reserved.
4. Objections to invoices of the Agency must be made within one week after receipt.
5. In case of payment default and if the customer unjustifiably raises objections against a payment towards the respective provider of the payment method, the customer is obliged to pay damages to the Agency according to the conditions of the payment method provider, which are accessible to the customer before the conclusion of the contract. This does not apply if the customer is not at fault.

§ 6 Process of Project Collaboration in Website Creation

Phase 1: Preparation

1. After accepting IQONIC’s offer, the customer is required to make a deposit of 50% of the agreed price.
2. The customer must provide all necessary information, content, and images (hereinafter “Materials”) required for the creation of the website.
3. The customer confirms the accuracy, precision, and completeness of the uploaded materials within 5 business days. Changes to the materials after this deadline will be charged at the regular hourly rate.

Phase 2: Implementation & Feedback

1. After the completion of the website by IQONIC, the feedback phase begins, where the customer can express their comments and change requests.
2. A maximum of three revisions are provided, including a predefined number of working hours (including communication) in the agreed price.
3. The customer must provide all change requests within 3 business days and again confirm the accuracy, precision, and completeness of the edited materials.
4. If the customer does not submit within the deadline, claims for revisions are forfeited.

Phase 3: Conclusion

1. After the completion of the site, IQONIC will issue the final invoice to the customer. The customer is obligated to settle the invoice within the specified payment period.
2. If the customer does not pay the invoice on time, IQONIC reserves the right to charge default interest and/or reminder fees according to legal provisions.

Communication via Email

All information and change requests for the website will be recorded in writing (especially email).

Cost Estimates for New Requests

IQONIC reserves the right to charge a fee for the preparation of cost estimates if this has been announced to the customer in advance. The fee will be credited to the price when booking the corresponding service.

§ 7 Customer’s Duty to Cooperate

1. The customer must fully perform the required and incumbent cooperation actions within three working days. In particular, the customer provides content and materials, such as images, texts, corporate identity, and logos, required for the project, to the agency.
2. The customer must also be available for queries or approval of drafts within a reasonable period (maximum 3 working days). If the customer fails to perform a cooperation action and thereby prevents the provision of the service by the agency, their claim for remuneration remains unaffected (default of acceptance). In the case of continuous obligations, the customer bears the risk of use of the service of the agency, whose claim for remuneration also remains independent of the fault of the customer for the unperformed cooperation action, provided that the reasons for the prevention of the provision of the service by the agency stem from the customer’s sphere.
3. The customer acknowledges that achieving their own goals and success depends on their cooperation and is therefore of central importance. Therefore, without special request by the agency, the customer ensures that all necessary information or data are provided to the agency in a timely manner and that the required reliable, correct, and complete information is given. This also applies to all information, data, processes, and circumstances that arise or become known during the consulting activity.
4. The success of the collaboration also depends on the customer making all decisions required for the provision of the agreed consulting services promptly and obtaining any necessary approvals (e.g., approvals from the corporate management, the supervisory board, employees, the works council, etc.). The customer therefore undertakes to make such decisions promptly and to communicate them.
5. To improve the external impact of activities such as websites and advertising campaigns, it is important that the customer understands their individual goals and target audience. The agency points out that although there is no obligation to provide such information, the customer nevertheless contributes to measuring and improving the success of the activities.
6. Revisions must also be announced and specified within 3 working days after submission of the project.
7. If the agreed consulting services are provided in the customer’s premises, the customer will provide the necessary office infrastructure free of charge and ensure that all organizational framework conditions are in place and uninterrupted provision of services is guaranteed.
8. If the customer violates their cooperation obligations or if other circumstances outside the sphere of influence of the agency prevent the agency from providing the agreed consulting services, an agreed schedule is postponed. In addition, the agency is entitled to charge the customer for the additional costs caused by them (e.g., idle times of the deployed employees). Claims of the agency due to default of acceptance remain unaffected.
9. In all web projects (web design, redesign, and SEO), the customer agrees that the agency will be mentioned in the footer and imprint of the website with a do-follow backlink.

§ 8 Right of Retention, Default

1. The customer can demand the fulfillment of contractually owed services by the agency only after the agreed remuneration has been received, all requested data information has been provided completely and correctly, and the required cooperation actions have been performed.
2. If the customer is in default with due payments, the agency can refuse further services until the outstanding amount is settled.
3. The agency has a right of retention to the documents handed over by the customer for the purpose of providing the owed services until the complete fulfillment of their claims from the contractual relationship. This right of retention does not exist, insofar as and to the extent that the customer would thereby be inflicted with a disproportionate disadvantage, taking into account the fulfillment interest of the agency.

§ 9 Behavior and Consideration

1. If the agency and/or the customer publicly rate each other (e.g., with stars or comments), they will comment favorably regarding the joint cooperation and the respective contracting party, even after the end of the contract. Legal rights of expression remain unaffected by this.
2. If the customer participates in communities and groups that are exclusively organized and managed by the agency (e.g., on Facebook), they will consider the interests of the agency. Should the customer violate or impair the interests of the agency within the group/community (for example, by making business-damaging statements), the agency can temporarily or permanently exclude the customer from participation in communities and groups.

§ 10 Liability

1. The agency is liable for damages resulting from injury to life, body, or health that are based on an intentional or negligent breach of duty, their legal representatives, or their vicarious agents. In addition, the agency is liable for given guarantees and for damages that are covered by liability according to mandatory legal provisions, such as the Product Liability Act (ProdHaftG). Apart from that, the agency is liable for other damages that are based on an intentional or grossly negligent breach of duty as well as fraud by the agency, its legal representatives, or vicarious agents.
2. For damages caused by simple negligence and not falling under sentences 1 and 2 of the preceding paragraph, the agency is liable, insofar as the negligence concerns the violation of such contractual obligations, the fulfillment of which enables the execution of the contract in the first place and on whose fulfillment the customer can therefore rely (cardinal obligations); in this respect, however, the liability towards entrepreneurs is limited to the foreseeable, contract-typical, immediate average damage, so that indirect damages (e.g., lost profit) and consequential damages are excluded. The amount of damage is limited to the value corresponding to three times the value of the delivery.
3. Any further liability is excluded regardless of the legal nature of the asserted claim.

§ 11 Prohibition of Poaching

The customer undertakes not to poach or attempt to poach any employees of the agency or any subcontractors of the agency, either during or for three years after the end of the respective contract.

§ 12 Limitation Period

All claims of the customer against the agency arising from the contractual relationship are subject to a limitation period of two years. Deviating from this, the statutory limitation period of three years applies if the agency is charged with intent.

§ 13 Early Termination, Compensation

1. If the contract ends before its complete execution, the Agency will receive a portion of the remuneration corresponding to the extent of the services performed up to the termination of the contract. If the contract is terminated early for reasons attributable to the customer, the Agency will additionally be entitled to 90% of the remuneration due for the period from the termination of the contract to the expiry of the agreed regular notice period. Both parties have the possibility to prove a lesser or greater damage.
2. If the customer is in arrears with more than one due installment in continuous debt relationships or installment payments, the Agency may terminate the contract extraordinarily and stop the services. In this case, the Agency is entitled to claim damages in the amount of the total remuneration that would otherwise be due until the next regular termination date.

§ 14 Termination

1. For contracts with a fixed term, the customer has no right of termination unless something else was individually agreed upon in writing.
2. If the contract is not terminated one month before the end of the term, the term will be extended by a period equal to the initial term.
3. If the customer commissions the Agency with another service before the end of the contract term, the minimum term of the first contract extends to the end of the further order, so that the terms end in parallel, unless they are extended.
4. After the end of the collaboration or when the Agency notifies the customer in writing of the complete provision of all owed services, the customer can no longer demand further services if they do not complain in writing about the incompleteness of the provided services within four weeks after receiving the Agency’s written statement.
5. The mutual right to extraordinary termination remains unaffected.
6. Every termination requires written form to be effective.

§ 15 Copyright and Third-Party Rights

1. The customer is responsible for the use of the services provided by the Agency. They are solely liable to third parties for compliance with legal provisions and respect for industrial property rights and other third-party rights. The customer assures to secure themselves legally. The Agency bears no responsibility for legal security.
2. All documents and other media created and provided by the Agency for the purpose of providing the owed services are the intellectual property of the Agency. The customer acknowledges the Agency’s exclusive rights to the documents and other works, regardless of whether the documents are actually protected by copyright, trademark, or competition law.
3. The Agency grants the customer a simple, worldwide right of use for the duration of the contract term for the working and performance results created and provided by the Agency. This includes, for example, documents, evaluations, tables, infographics, videos, photos, designs, acquired know-how in the course of fulfilling the order, advertisements, advertising texts, drawings, materials, specifications, program designs, data collections, software including associated documentation, manuals, and IT systems in the form of source codes or in other forms. As long as work results are not completed, the corresponding partial results are considered as work results within the meaning of this contract.
4. The acquisition of rights according to the preceding paragraph (2) is conditionally suspended by the full payment of the agreed remuneration; in the case of installment payments, therefore, with the last installment.
5. The customer may use the provided documents during and to the extent arising from the contract, exclusively for their own business purposes covered by the contract and the specifically agreed scope of services after the end of the contractual relationship.
6. The transfer of work results to third parties as well as the processing of all work and performance results of the Agency require the written consent of the Agency, unless otherwise agreed. In no case is the customer entitled to modify analyses, statements, expert opinions, etc., of the Agency.
7. The customer ensures that the materials provided to the Agency (e.g., photos, videos, and texts) are free of third-party rights and that all necessary approvals for contract fulfillment are in place. The customer indemnifies the Agency from any claims by third parties, including the reimbursement of necessary legal defense costs.

§ 16 Customer’s Documents

1. The Agency is entitled to consider the information and documents provided by the customer as correct and complete. Unless expressly agreed otherwise, the Agency is not obliged to check for inaccuracies and correct them.
2. After satisfying its claims from the order, the Agency must return all documents that the Agency received from the customer or for them for the execution of the order, upon the customer’s request. However, this does not apply to correspondence between the Agency and the customer and documents that the customer already possesses in original or copy. The Agency may make and retain copies of documents that are returned to the customer.
3. After the completion of the order, both parties have the right to return or destroy the received documents of the other party. If originals are involved, consent of the other party must be obtained before destruction.
4. No obligation to retain documents, unless legally specified, is agreed upon.

§ 17 Confidentiality and Secrecy

1. The contracting parties maintain silence about all facts that come to their knowledge in connection with the execution of the order, unless the customer releases them from this obligation.
2. The confidentiality obligation does not apply to the client’s lending banks.
3. The Agency commits to maintaining all the customer’s business secrets and complying with legal data protection provisions.

§ 18 Electronic Communication and Data Security

1. Communication between the Agency and the customer can also occur via email, chat messenger, or direct messages. If the customer does not wish communication via email or places special security requirements, such as encryption of emails, they will inform the Agency accordingly in text form.
2. The Agency is entitled to send invoices to the customer in electronic form. The customer expressly agrees to the sending of invoices in electronic form by the Agency.
3. The customer assures that they will comply with the applicable data protection regulations (in particular the GDPR and the BDSG) when processing personal data.
4. The customer secures themselves in terms of data protection. The customer indemnifies the Agency from liability for data protection violations within the scope of contract fulfillment unless the Agency is responsible for these violations.

§ 19 Final Provisions

1. Side agreements, supplements, and changes deviating from these GTC as well as other agreements are only effective if they have been agreed in writing or confirmed by the Agency. Individual agreements made with the customer in individual cases always take precedence over these GTC.
2. The contractual agreements between the Agency and the customer are subject to the law of the Federal Republic of Germany.
3. If the customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive – also international – place of jurisdiction for all disputes arising from or in connection with the contractual agreements is the seat of the Agency. However, the Agency may also choose the customer’s place of jurisdiction. The foregoing does not apply if another – legally mandatory – exclusive jurisdiction exists.