General Terms and Conditions
- Last Update: April 2024
§ 1 DEFINITIONS, GENERAL
01. The following General Terms and Conditions (“GTC”) serve as the basis for the cooperation between the parties in the areas of activity of jut-so GmbH. Upon acceptance of the offer, the GTC shall become an integral part of the contract between jut-so GmbH (jut-so) and the client.
02. The “Contractor” or “Agency” is the party that owes the main service and is to receive the remuneration, in this case jut-so. The “Client” is the party who is to receive the main service and pay the remuneration. The contractual relationship between these two parties is referred to as the “order”.
03. The following GTC shall apply exclusively to all orders for services between the Agency and the Client. They shall be deemed to have been agreed insofar as the client does not object to them immediately upon receipt. They shall also apply if the client uses general terms and conditions and these contain conflicting or deviating terms and conditions. Exceptions to this require clear written confirmation by the agency. Any counter-confirmation by the client with reference to their general terms and conditions is hereby expressly rejected. The terms and conditions listed here shall also apply if jut-so carries out the order without reservation in the knowledge that the client’s terms and conditions conflict with or deviate from the terms and conditions listed here.
04. Insofar as the client did not have the opportunity to take note of them when the contract was concluded, the GTC shall nevertheless apply if the client knew or should have known the general terms and conditions from previous transactions.
05. The following GTC shall apply regardless of whether the agency is acting in its own name or in the name of a third party and regardless of whether the agency is acting for its own account or for the account of a third party.
§ 2 SUBJECT MATTER OF THE CONTRACT, SCOPE OF SERVICES
01. The Agency shall provide its services on the basis of separate orders. The subject matter, scope and details of the order shall be based on the Agency’s service description set out in the offer, to which the provisions of these GTC shall in turn apply. Upon approval of an offer/cost estimate submitted by the Agency, the services described therein shall be deemed agreed. The agency does not owe any services that have not been expressly agreed upon individually. The delivery of so-called “open” files is generally not owed.
02. The client may request changes or extensions to the contractually agreed scope of services during a project. The notification of change requests shall be made in text form. If jut-so does not accept such a change request, the agreed services remain unchanged. If jut-so provides additional services without a supplementary remuneration agreement, § 6 paragraph 05 applies.
03. jut-so shall be bound by orders placed verbally by the client. jut-so is entitled to demand that the client immediately confirms verbally placed orders in text form. An order is deemed to have been placed if jut-so begins with a part of the execution of the order before agreement has been reached on all points of an order in the knowledge of the client, without the client objecting. An order can also be accepted by jut-so by carrying out the work if all points of an order have already been clarified.
04. jut-so is entitled, at its own discretion, to perform the service itself or to have it performed by competent third parties as subcontractors. jut-so is entitled to change the Internet infrastructure used and the service providers and vicarious agents commissioned with the performance at any time, provided that this does not result in any disadvantages for the client. If, in individual cases, contracts for external services are concluded in the name and for the account of jut-so and in agreement with the client, the client undertakes to indemnify jut-so internally against all liabilities arising from the conclusion of the contract. This includes in particular the assumption of costs.
05. jut-so may also provide the services using newer or other technologies, systems, procedures or standards in the course of technical progress, provided that this does not result in any disadvantages for the client.
06. The contractual services are carried out at all times in close coordination with the client. jut-so informs the client about the status of the project planning.
§ 3 OFFER, INFORMATION
01. The presentation of the agency’s offers on the website is only an invitation to the client to submit an offer.
02. jut-so will provide the client with an offer detailing the services included and the associated prices.
03. Notwithstanding § 312 i para. 1 no. 1 to 3 BGB, the customer is not entitled to the provision of technical means to correct his order, separate information on the technical steps for the conclusion of the contract, information on the storage of the contract, the available languages and codes of conduct as well as an immediate confirmation of his order.
§ 4 DEADLINES, ACCEPTANCE FOR WORK PERFORMANCE
01. If dates and delivery periods are not expressly agreed in writing, they are to be understood as non-binding guidelines.
02. If the agency owes a certain work result, i.e. a customizable work, the client is obliged to accept it. Acceptance shall be deemed to have taken place if it is not declared or refused within seven days of delivery or provision and notification by e-mail to the client, insofar as the work result essentially corresponds to the agreements made. Acceptance may not be refused due to insignificant defects. Insignificant defects are those which neither nullify nor significantly impair the usability of the service. If there are significant deviations, the Agency shall rectify these deviations within a reasonable period of time and resubmit the work result for acceptance. Acceptance shall be deemed to have taken place at the latest upon payment or use of the work. Acceptance may not be refused for creative or artistic reasons. There is freedom of design within the scope of the order.
03. Complaints about obvious defects must be made in writing to the agency within 14 days of delivery of the work. Timely dispatch of the notice of defects shall suffice to meet the deadline.
§ 5 REMUNERATION, PAYMENT, INVOICE, DEFAULT, OFFSETTING, RETENTION, TRAVEL EXPENSES
01. All services provided by the agency for the client are subject to a fee, unless expressly agreed otherwise. The remuneration owed is set out in the offer. Insofar as no remuneration is specified for a service, the Agency’s valid price lists, or alternatively standard market prices, shall be deemed to have been agreed.
02. The fees are net amounts which are to be paid plus the statutory value added tax. Additional fees, customs duties and other charges (e.g. artists’ social security fund) shall be borne by the client – even in the event of subsequent levying.
03. The prices are net prices plus the statutory value added tax. Additional fees, artists’ social security contributions, fees of GEMA or other collecting societies, customs duties and other charges shall be borne by the client, even in the case of subsequent levies.
04. Payment shall be made within 14 days of invoicing without deduction, insofar as no other terms of payment have been agreed. The Agency must be notified in writing of any invoice complaints within a preclusive period of 14 days after receipt of the respective invoice.
05. If the client does not make payment within 14 days of receipt of the invoice, it shall be in default. As soon as the client is in default of payment, he is obliged to pay interest on arrears and the flat-rate compensation regulated therein in accordance with § 288 BGB. In the event of default of payment, jut-so may demand default interest in the amount of 8 percent above the respective base interest rate of the European Central Bank per annum. The assertion of a proven higher damage remains unaffected by this, as does the entitlement of the client to prove a lower charge in individual cases.
06. If the client requests special and/or additional services from the agency during or after the provision of services by the agency, this shall result in an additional obligation to pay remuneration. Any additional expenditure incurred by the Agency shall be charged in accordance with the agreed hourly rates. In particular, additional expenses shall be deemed to be requests for changes and additions by the client that go beyond the scope agreed in the service description.
07. Unless otherwise agreed, a down payment of 30% of the total amount must be made for individual projects upon acceptance of the offer. The amount paid shall be deducted in full from the total amount. The final invoice amount is due upon completion of the work, but no later than six months after acceptance of the offer.
08. A down payment is due when the order is placed. Depending on the agreement, either a down payment of 30% of the total amount for the entire project or the invoice for the respective upcoming, pre-defined project part (referred to in the offer and hereinafter as “step” or “project phase”) must be paid. The amount of the payment is specified in the offer.
09. In the case of projects consisting of several project phases, the items defined in the offer shall be invoiced at the beginning of the respective project phases (milestone invoicing), but no later than six months after the start of the corresponding project phase.
10. jut-so is entitled to demand payment of 30% of the project sum if the start of the project is delayed after the order has been placed for reasons for which the client is responsible. The amount paid will be deducted in full from the total amount. If the start of the project is delayed for a period of at least 6 months after the order has been placed for reasons for which the client is responsible, jut-so is entitled to charge the outstanding total amount in full.
11. The contractual remuneration shall only apply insofar as contractual services have also been agreed. Additional services shall be remunerated at the contractual rates in accordance with the offer, or alternatively in accordance with the customary, appropriate remuneration. Accompanying services such as user introductions, documentation, training, support or similar are not included in the order as standard, but only form part of the contract if this has been expressly agreed.
12. If the client uses the agency’s designs and services to a greater extent than agreed, the client shall be obliged to pay appropriate remuneration for the additional use. The Agency shall be responsible for determining this reasonable remuneration, which may be subject to judicial review.
13. Insofar as contracts for third-party services are concluded in the name and for the account of the client, the client shall be obliged to indemnify the agency internally against all liabilities arising from the conclusion of the contract, in particular from the obligation to pay the fee for the third-party service.
14. The agency shall be entitled to withhold services if the client is in default with the acceptance of services or partial services or payment for accepted services.
15. The client shall not be entitled to offset reciprocal claims unless the counterclaim has been legally established, is ready for decision or is undisputed and it is not a claim for damages which is directed against the claim asserted.
16. Travel costs and expenses for trips to be undertaken in connection with the order and agreed with the client shall be reimbursed by the client.
§ 6 COPYRIGHTS, RIGHTS OF USE AND PERFORMANCE
01. Upon full payment of the agreed remuneration, the client shall acquire the non-exclusive right of use and the transferable authorizations to publish the services provided by the agency under this contract. If no contractual period of use has been agreed, the right of use shall be deemed to have been agreed for an unlimited period of time. Unless otherwise agreed, the rights of use shall be limited to the Federal Republic of Germany. The Agency’s work may only be used for the agreed type of use and for the agreed purpose and to the agreed extent. In the absence of an express agreement, the purpose of the contract shall only be the purpose stated by the client when placing the order. Any use beyond the agreed scope of use (in terms of time, space and content) shall in any case be remunerated separately by means of a usage fee.
02. The agency shall have the sole right of use to its designs, even if they do not reach the level of creation required for copyright protection. The transfer of rights of use must be made in writing.
03. The Agency’s work, including the copyright designation, may not be edited or altered in content, either in the original or in reproduction, without consent. Any imitation, even partial, of a legally protected work result is not permitted.
04. All drafts, concepts and other services of the agency shall be entrusted to the client within the meaning of Section 18 (1) UWG. Unauthorized exploitation or communication to third parties outside the contractual agreement between the parties is not permitted. Any transfer or partial transfer of rights of use and any granting of sublicenses shall require the Agency’s prior written consent.
05. Repeated use (e.g. for subsequent editions) or multiple use (e.g. for another project) are subject to remuneration; they require the Agency’s consent.
06. Should the use/exploitation rights of third parties or the consent of third parties be required for the creation or implementation of the Agency’s work results, the Agency shall attempt to obtain the rights and/or consent of these third parties on behalf of and for the account of the Client, insofar as this is possible. Unless expressly agreed otherwise in text form, rights shall be obtained to the extent necessary in terms of time, space and content to fulfill the purpose of the contract. The client shall bear any additional claims in accordance with §§ 32/32a UrhG.
07. The agency shall use licensed software from third-party providers to create the software. The Agency shall – at the Client’s discretion – inform the Client of the licenses to be obtained or obtain the corresponding licenses for the Client at the Client’s expense. Furthermore, the Agency shall use some software that is licensed under a Creative Commons license and offered for free use. For these software parts, the agency shall check in the first instance whether the software is permitted for commercial use. A more in-depth examination of further instances does not take place.
08. The agency is entitled to information from the client about the scope of use.
09. The agency may use work results and advertising materials created, designed or conceived by it for its own advertising on its website (including social networks) and on data carriers or print products created by it for its own advertising purposes for an unlimited period of time. This also includes publication in magazines, on websites of any kind, in moving images and the right to participate in competitions. The authorization also extends to freelancers employed by the agency.
10. If the client rejects drafts or work results or does not carry them out, the rights of use and ownership shall remain with the agency. This shall also and in particular apply to services of the Agency that are not subject to statutory protection.
§ 7 LIABILITY, WARRANTY
01. The agency shall only be liable for damages caused by it or its vicarious agents in the event of intent and gross negligence. Otherwise, it shall only be liable for slight negligence if an obligation is breached, compliance with which is of particular importance for achieving the purpose of the contract (cardinal obligation). In this case, liability for indirect damages, consequential damages and loss of profit is excluded and limited to foreseeable or typical damages.
02. Liability for warranty claims for defects is limited to 12 months from delivery.
03. Limitation of liability and shortened warranty do not apply to the absence of warranted characteristics, fraudulent intent, injury to life, limb or health or liability under the Product Liability Act.
04. Liability is excluded for damages resulting from a challenge by the agency due to errors or printing or transmission errors for which the agency is not responsible.
05. The agency assumes no liability for statutory claims by authors for subsequent increases in remuneration pursuant to §§ 32, 32a UrhG; the client shall indemnify the agency against such claims upon first request.
06. The approval of production or publication is the responsibility of the client. If, in exceptional cases, the client delegates approval in whole or in part to the agency, the client shall release the agency from any liability.
07. The client must check work results for any defects and approve them if necessary.
08. The client is obliged to independently check the work created by the agency for its functional suitability and feasibility in production. The Agency shall only be liable for damage caused by its design, concept, strategy and programming or the construction proposed by it in the event of intent and gross negligence.
09. The client is obliged to check the legal admissibility of the designs and other work independently and conscientiously before using the designs and other work in business transactions. The Agency shall not be liable for the legal admissibility of its designs and other work except in cases of intent and gross negligence. This applies in particular in the event that the advertising measures violate the provisions of competition law and industrial property rights, including copyright law. The agency is under no obligation to provide legal advice. It shall inform the client of any legal concerns insofar as it is aware of them. The agency shall not accept any further liability for the work to be reproduced and approved by the client.
10. jut-so undertakes to carry out the order with the greatest possible care, in particular to treat the templates, documents, samples etc. provided to it with care.
11. The sending and return of work and templates shall be at the risk and expense of the client.
12. The client must accept and take over the development result after notification of the provision at the agency or at another location. If the client is in default of acceptance, the risk shall pass to the client from this point in time.
13. If the agency fulfills its obligation to rectify defects, the client shall not be entitled to demand a reduction in payment or rescission of the contract, unless the rectification has failed.
14. The client assures that he is authorized to use all templates provided to the agency. If, contrary to this assurance, the client is not authorized to use them, the client shall indemnify the agency against all third-party claims for compensation.
15. The client is advised that content on the website, in advertisements or in printed works originating from third parties (in particular photos, texts, plans, graphics, maps, sound recordings, videos, animations and drawings) may be protected by copyright. If the client makes such materials available, the client must ensure that it has acquired all necessary rights, if necessary at a charge. A search by the agency for conflicting trademark, copyright or other industrial property rights is not part of the contract.
16. The client assures that he is authorized to use all templates provided to jut-so. If, contrary to this assurance, he is not authorized to do so, the client shall indemnify jut-so against all claims for compensation by third parties.
17. If the client provides the agency with physical or non-physical objects, in particular image, text or sound files, which infringe the rights of third parties, the client is obliged to indemnify jut-so against any claims by third parties upon first request. This includes in particular the costs of legal action.
18. jut-so assumes no liability or warranty towards the client for orders placed with third parties in the name and for the account of the client, unless jut-so is at fault for the selection. jut-so merely acts as an intermediary in these cases.
19. If jut-so itself is a customer of subcontractors, jut-so hereby assigns to the client all warranty claims, claims for damages and other claims to which it is entitled arising from defective, delayed or non-delivery. The client undertakes to first attempt to enforce the assigned claims before making a claim against jut-so. Acceptance of the GTC constitutes acceptance of the assignment of the aforementioned claims.
20. jut-so is not liable for the legal security of website texts, in particular the texts for the data protection declaration, declaration of objection and imprint.
21. The client indemnifies jut-so against all claims made by third parties against jut-so due to conduct for which the client bears responsibility or liability under the contract. He shall bear the costs of any legal action.
22. jut-so shall not be liable for any drafts, developments, elaborations, final versions and drawings approved by the client.
23. jut-so is not liable for the admissibility and registrability of the work under competition and trademark law or for the novelty of the product.
24. jut-so is not liable for the proper functioning of software (e.g. plugins and themes from third-party providers.
25. The agency is not obliged to the client to archive or store the files created beyond the extent necessary to fulfill the contractual obligations. The risk of loss shall be transferred in full to the client when the recordings to be created are handed over.
26. Contractual liability claims shall expire one year after the start of the statutory limitation period. This shall not apply in the event of intent or negligence on the part of the agency, its legal representatives or vicarious agents or in the event of injury to life, limb or health. In these cases, the statutory limitation period shall apply.
§ 8 OWNERSHIP, OBLIGATION TO RETURN, SURRENDER OF DATA, LIEN
01. Only rights of use shall be granted to work results, but ownership shall not be transferred, unless otherwise agreed or unless the purpose of the contract dictates otherwise. The originals shall be returned to the Agency undamaged no later than three months after delivery, unless otherwise agreed in writing.
02. In the event of damage or loss, the client must reimburse the costs necessary for restoration. The right to claim further damages remains unaffected.
03. The data and files created in fulfillment of the contract shall remain the property of the agency. The Agency shall not be obliged to hand over data carriers, files and data. If the client wishes the agency to make data carriers, files and data available to him, this must be agreed in writing and paid for separately.
04. The agency shall not be liable for defects in data carriers, files and data except in cases of intent and gross negligence. The Agency shall not be liable for errors in data carriers, files and data that arise during data import onto the Client’s system.
05. The client shall bear the risk and costs of transporting data carriers, files and data online and offline.
06. For the claims of the agency against the client arising from this contract, the client shall provide a contractual lien on the objects and rights provided by the client to jut-so for processing, such as in particular software, texts, images and other objects and rights protected by copyright and intellectual property rights. This contractual lien also secures other claims of the agency against the client that do not originate directly from the order.
07. The client is obliged to provide the agency with its current address, insofar and as long as the lien exists. Otherwise, the client cannot derive any rights from this if jut-so has sold the item or the right in the event of a – justified – lien sale and has only sent the threat of lien sale to the last address known to the agency, provided that a new address could not be readily determined by jut-so through residential registration information.
§ 9 SPECIMEN COPIES, ATTRIBUTION
01. The agency shall be entitled to the provision of images of the objects or digital products produced with the aid of its designs, even if the exclusive rights of use are transferred.
02. Unless otherwise agreed in writing, the Agency shall have the right to be named as the author in publications about the product. Its copyright designation shall be affixed, as indicated by it, to the products manufactured according to its designs, if and insofar as this is technically possible.
§ 10 PROJECT PROCESS, APPROVAL
01. The start of a project requires the clarification of all technical, legal and design issues and the timely and proper fulfillment of the client’s obligations. jut-so reserves the right to plead non-performance of the contract.
02. If projects are divided into project phases (steps) and unless otherwise agreed in the offer, one correction loop is included per project phase. Reversal of desired changes, subsequent changes and functional or structural changes are to be paid additionally by the client by the hour on the basis of the contractually agreed or customary remuneration, as are subsequent changes made after the start of a new project phase.
03. If projects are divided into project phases (steps), the client will be requested to accept the respective partial work after each project phase, including the associated correction loop. jut-so will deliver or demonstrate the work of a step to the client. The respective project phase is then considered complete. Unless otherwise agreed, the client is requested to accept the partial or complete work within one week of receipt. Shorter deadlines may be set for urgent orders. If the client does not express any change requests or reservations within this period, the work shall be deemed to have been accepted and the provisions of this contract on the client’s obligations to cooperate and default of acceptance shall apply accordingly, provided that it was ready for acceptance, i.e. there were no significant defects in the partial or complete work.
04. Acceptance may not be refused for creative-artistic reasons. There is freedom of design within the scope of the order.
05. Upon acceptance, the risk and danger of the website and other services shall be borne by the client. In particular, the client is obliged to observe and keep up to date the imprint and privacy policy for the website and its social media presence, as well as all other legal requirements. The client must also keep the website up to date with regard to the technical requirements. In particular, this includes regularly updating the software used (CMS, plugins and/or themes).
§ 11 OBLIGATIONS OF THE CLIENT TO COOPERATE, DEFAULT OF ACCEPTANCE
01. The client shall actively cooperate with the agency and shall be obliged to provide the agency with all documents necessary for the fulfillment of the order in good time and to the extent agreed or necessary and to provide all other cooperation in good time and free of charge. He shall be liable for ensuring that he is authorized to use the templates provided by the Agency and shall indemnify the Agency against any claims for compensation by third parties in this respect. The Agency shall not be obliged to verify the accuracy of the statements. If incorrect, incomplete, corrected or missing information provided by the client has an influence on the Agency’s work to the extent that work has to be repeated in whole or in part or is delayed, the client shall bear the resulting damage.
02. The client is obliged to provide jut-so with all necessary information and data (e.g. navigation structure, media to be used, legal texts, etc.) in good time. This includes in particular all information on legal requirements for the website and the designs to be created by the agency (e.g. logos) as well as all legal texts (e.g. imprint and data protection declaration) and any conflicting copyrights or trademark rights. The legal requirements for websites and designs can only be assessed and specified by a lawyer. Checking, complying with and updating legal requirements is not part of the contract, unless this is expressly agreed for an additional fee.
03. The client is obliged to hand over the required materials in a common, directly usable digital format. The client shall ensure that the necessary rights of use are granted, in particular reproduction, distribution and editing rights to the extent necessary for the realization of the project and the work of the agency. The review of legal admissibility with regard to intellectual property and copyright law can only be carried out by a lawyer and is not part of the contract.
04. The client is obliged to provide jut-so with all access to its accounts on websites, platforms or other locations required for the execution of the order and to carry out the transmission securely and in encrypted form. After completion of the order, the client is obliged to change the password immediately to prevent subsequent misuse. This does not apply if further support by jut-so has been agreed.
05. The client shall ensure that the server and software environment provided by it meets the minimum technical requirements for the project with the software environments to be used.
06. The client is obliged to carry out the necessary data backups independently as part of its own backups, in particular before the start of the order. The Agency shall not be liable for lost data to the extent that it would still be available if the Client had properly backed up the data.
07. Suggestions and instructions of the client do not constitute a joint copyright and have no influence on the remuneration.
08. The Agency shall only be obliged to check the legal admissibility of the work result if this has been expressly agreed between the parties. Any costs and fees incurred shall be borne by the client. This shall also apply to the commissioning of third parties (e.g. lawyers or patent attorneys) at standard market conditions. Unless otherwise agreed, a service shall be deemed to have been provided in accordance with the contract even if it is not eligible for registration or protection.
09. jut-so is entitled to charge the client for the additional work performed if the client does not fulfill one of its obligations to cooperate as agreed. jut-so is entitled to charge the client for the additional work performed.
10. jut-so shall be entitled not to commence the service or to work provisionally with placeholders if, for example, information, access, documents or templates such as texts or photos are not available on time and in full. Subsequent entry of the material that was submitted late counts as a change to the order and is to be remunerated additionally in accordance with the contractually agreed, or alternatively the customary, appropriate remuneration.
11. jut-so draws the client’s attention to the fact that jut-so works on a project basis and does not undertake more than a certain number of projects at the same time. If the client defaults on its obligations to provide, cooperate or accept (acceptance), jut-so is entitled to postpone the performance period. This applies in particular if this results in a conflict with other projects already scheduled by the agency.
12. In the event of a delay in the realization of the order caused by the client, the client shall be obliged to pay the milestone settlement in accordance with § 5 paragraph 09 and to additionally remunerate the additional time required for familiarization on the part of the agency upon resumption of the project in accordance with the contractually agreed, or alternatively the customary, appropriate remuneration.
13. jut-so may withdraw from the contract and claim damages in lieu of performance if the client fails to comply with its obligations to cooperate even after the fruitless expiry of a grace period. This includes in particular the remuneration agreed in accordance with the milestone statement and determined in accordance with § 5 paragraph 10 and the loss of profit or the unearned overhead contribution less expenses saved by the agency.
14. jut-so shall be entitled to demand double the agreed daily rate for work outside normal working hours if delays caused by the client require work to be carried out at weekends/on public holidays/at night in order to adhere to a previously agreed schedule, provided that the client continues to demand adherence to the schedule. Culpable delays include the non-delivery of information at agreed times and late approvals following feedback adjustments. The usual working hours are Monday to Friday between 09:00 and 18:00.
§ 12 CREATIVE WORK, PROGRAMMING WORK, MARKETING WORK
01. jut-so shall produce design work for the client in the formats specified in the offer, insofar as this has been commissioned. Additional formats and editions require a further, chargeable order to jut-so. If the agency provides such services at the request of the client, it shall be entitled to additional remuneration in accordance with the contractual agreement, or alternatively the customary and appropriate remuneration.
02. Supplementary consulting and implementation shall only form part of the contract if they are listed in the offer.
03. The integration and processing of images (e.g. cropping, retouching, conversion of the file format) or other media (PDFs, music, video, graphics, etc.) is not included in the price, unless agreed separately. The client is responsible for ensuring that the media is provided in the correct size and resolution and in the correct file and color format. Otherwise, the client shall be obliged to pay the additional processing costs by the hour on the basis of the contractually agreed or customary, appropriate remuneration.
04. Due to the different color standards for display on the web (RGB) and for print (CYMK), a complete match between web and print design cannot be achieved.
05. jut-so creates websites for the client that are compatible with the latest versions of the three main browsers: Chrome, Firefox and Safari. Due to the variety of different displays in the various browsers and systems, exact conformity of the display and functionality can only be guaranteed with unreasonable effort. Insofar as this does not result in a significant deterioration in the functionality of the website, such deviations do not constitute a defect. If the client requires optimization, this can be booked for a fee.
06. With older and future browser versions as well as future WordPress, theme, plugin or other third-party software versions used, perfect functionality cannot be guaranteed. If optimization for these versions is desired, this can be booked for a fee.
07. Costs for third-party software or other products that are necessary for the realization of the project (e.g. purchased themes, plugins, advertising budgets, advertising materials, etc.) are not included in the price, unless otherwise agreed. Functionalities, responsive web design and browser compatibility can only be granted within the scope of the requirements of the third-party software product. The same applies with regard to restrictions on any required third-party products, such as functionalities of advertising platforms.
08. jut-so reserves the right to refuse migration to certain hosting providers for technical reasons.
09. jut-so will implement certain measures to the best of its knowledge and belief when carrying out optimization work to improve website speed. A maximum page speed score is not guaranteed.
10. When connecting payment methods to e-commerce systems, the client is obliged to provide a corresponding merchant account with the desired payment provider.
11. jut-so shall provide the commissioned services for the creation of content, tracking devices, analysis tools and optimization of a website in accordance with the rules of technology and deliver them to the client or install them on the website.
12. jut-so will carry out advertising measures, social media campaigns and Google Ads campaigns (formerly known as AdWords campaigns) to the extent discussed. A certain success is not guaranteed.
13. The agency’s prices for advertising measures always exclude the necessary advertising budget; costs and expenses for advertising are always to be borne additionally by the client.
14. The client is responsible for access to the required advertising platforms.
§ 13 AGGRAVATIONS
01. In the event of unforeseen difficulties caused by third parties (provider, external software provider, advertising platform, etc.) and which lead to additional work, the client shall be obliged to pay the additional work on an hourly basis on the basis of the contractually agreed or customary, appropriate remuneration.
02. Force majeure or operational disruptions occurring at the agency or its subcontractors, e.g. due to riots, strikes, lockouts, which temporarily prevent it from delivering the service on any agreed date or within any agreed period through no fault of its own, shall change the performance times by the duration of the disruption caused by the circumstances.
§ 14 WARRANTY RIGHTS, STATUTE OF LIMITATIONS
01. Insofar as marketing, search engine optimization or other consulting services are part of the contract, a certain (economic) success cannot be guaranteed. In this respect, these are service contracts for which there is no warranty for defects.
02. jut-so shall only be entitled to claims for defects in artistic designs insofar as these designs deviate significantly from the pre-contractual proposals and these deviations are not due to technical causes, lack of rights or lack of cooperation on the part of the client. If changes beyond this are desired, these are to be remunerated additionally in accordance with the contractually agreed, or alternatively the customary, appropriate remuneration. jut-so retains the claim to remuneration for work already commenced.
03. If the client makes changes to the service, the warranty shall lapse if the client does not refute a corresponding substantiated assertion by the agency that it was such a change that caused the defect.
04. jut-so is not bound by advertising information provided by third parties, in particular by manufacturers of software used by the agency for the provision of services.
05. If the client is a company, the client’s rights due to defects in the service shall expire one year from the handover or acceptance of the service. This also applies to the client’s rights to compensation for damages or compensation in lieu of performance, including for all damages to other legal assets of the client caused by the defect, unless it is a matter of damage to the life, body or health of the client or jut-so is responsible for the defect due to intent or gross negligence.
§ 15 CONFIDENTIALITY, DATA PROTECTION
01. The parties shall maintain strict confidentiality vis-Ã -vis unauthorized third parties regarding all information, knowledge and experience of which they become aware in connection with the performance of the contract, in particular trade secrets, documents, know-how acquired from others as well as all operational and business matters and other information (e.g. tasks, business transactions, experience and knowledge) of the disclosing party, its customers or end customers and shall neither exploit these themselves nor have them exploited by third parties and shall not make them accessible to third parties.
02. Excluded from this obligation is such confidential information which
a) was demonstrably already known to the recipient when the contract was concluded or subsequently becomes known to the recipient from a third party without violating a confidentiality agreement, statutory provisions or official orders;
b) are publicly known at the time of conclusion of the contract or are made publicly known thereafter, unless this is due to a breach of this contract;
c) must be disclosed due to legal obligations or by order of a court or authority. As far as permissible and possible, the recipient obliged to disclose shall inform the other party in advance and give it the opportunity to take action against the disclosure;
d) has been released in writing by both contracting parties jointly or by the other contracting party, but no later than five years after disclosure, unless a longer confidentiality obligation arises from the nature of the information.
03. The client is obliged to maintain confidentiality towards third parties with regard to remuneration, details of the service description and internal communication.
04. The confidentiality obligation also applies to the time after the end of the cooperation between the parties.
05. The mentioning or advertising of the client’s company in the agency’s publications and the submission of work results to competitions by the agency is permitted. The aforementioned shall apply, inter alia, to studies, reference lists, client lists and advertising materials in printed or electronic form which the Agency publishes during the term of this contract.
06. The client confirms that personal data transmitted by him or at his instigation by third parties to the agency has been collected and processed in accordance with the relevant provisions of data protection, that any necessary consents of data subjects have been obtained and that the use of the data by the agency within the scope of the order placed does not violate any of these provisions or exceed the scope of consents granted.
07. The client agrees that personal data and other information such as time, number and duration of connections, access passwords, uploads and downloads may be stored by the agency for the duration of the contract, insofar as this is necessary or useful for the fulfillment of the contract.
08. The client shall back up data and programs before handing them over to the agency in order to enable recovery in the event of data loss.
09. For the contract, contract data is collected in accordance with Art. 6 para. 1 lit. b GDPR (e.g. name, address and e-mail address, any services used and all other data transmitted electronically or for storage that is necessary for the execution of the contract), insofar as it is necessary for the establishment, content or amendment of this contract.
10. The contract data will only be passed on to third parties if it is necessary (in accordance with Art. 6 para. 1 lit. b GDPR) for the fulfillment of the contract, if this corresponds to the overriding interest in an effective service (in accordance with Art. 6 para. 1 lit. f GDPR) or if the consent of the person concerned (in accordance with Art. 6 para. 1 lit. a GDPR) or other legal permission exists. The data will not be transferred to a country outside the EU unless the EU Commission has established a level of data protection comparable to that in the EU, consent has been given or the standard contractual clauses have been agreed with the third-party provider.
11. Data subjects can request information about the stored personal data free of charge at any time. You can request the correction of incorrect data at any time (also by supplementing it) as well as the restriction of its processing or the deletion of your data. This applies in particular if the purpose of the processing has expired, a required consent has been revoked and there is no other legal basis or the data processing is unlawful. The personal data will then be corrected, blocked or deleted immediately within the legal framework. You have the right to withdraw your consent to the processing of personal data at any time. This can be done by informal notification, e.g. by email. The revocation does not affect the legality of the data processing carried out up to that point. Transfer of the contract data in machine-readable form may be requested. If an infringement of the law is feared as a result of the data processing, a complaint can be lodged with the competent supervisory authority.
12. The data will only be stored for as long as required for the purpose of the respective data processing. Further storage may be considered in particular if this is still necessary for legal prosecution or for legitimate interests or if there is a legal obligation to retain the data (e.g. tax retention periods, statute of limitations).
§ 16 TERMINATION OF CONTRACT
01. Should the client terminate the contract prematurely, the agency shall receive the agreed remuneration, but must take into account any expenses saved or replacement orders carried out or maliciously omitted (§ 649 BGB).
02. If the client terminates the contract prematurely, § 649 BGB shall apply accordingly with regard to the fee.
03. If the client terminates the contract without good cause, the client is obliged to pay the agreed remuneration less what jut-so saves in expenses and acquires or maliciously fails to acquire through other use of its manpower. Due to the project-related scheduling by jut-so, it may not be possible to acquire the work elsewhere in the short term.
§ 17 FINAL PROVISIONS
01. If one of the provisions of these GTC is invalid in whole or in part, this shall not affect the validity of the remaining provisions. In place of the invalid provision, a valid provision shall be deemed to have been agreed which comes closest to the economic intentions of the parties.
02. The place of performance and exclusive place of jurisdiction for all disputes between the parties arising from or in connection with this contract shall be the registered office of the agency.
03. jut-so is also entitled to take legal action at the client’s registered office.
04. The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
05. In the event of disputes arising from the business relationship between the agency and the client, the parties are obliged to seek an amicable solution. If an agreement cannot be reached, they undertake to settle their differences in mediation before taking legal action. The possibility of summary proceedings by way of interim legal protection remains unaffected. The simple non-payment of remuneration without justification does not constitute a dispute.
