General Terms and Conditions for Web Design and Development Services

Behrens & Wilken GbR – Oskar Behrens & Konstantin Wilken

§ 1 Scope and Subject Matter of the Contract

1. These General Terms and Conditions (GTC) apply to all contracts between Behrens & Wilken GbR (hereinafter referred to as the "Agency") and its customers regarding the conception, design, programming, and creation of websites, as well as related ancillary services.

2. This offer is directed exclusively to entrepreneurs (§ 14 BGB / German Civil Code) and legal entities under public law.

3. The provision of the CMS "Novero Flow" and the hosting of the website are not subject to these GTC, but are governed by the separate "GTC for SaaS Services."

§ 2 Conclusion of Contract and Scope of Services

1. The basis of the cooperation is an individual proposal provided by the Agency. Acceptance of the proposal by the customer (including via email) constitutes the conclusion of the contract.

2. The specific scope of services (e.g., number of subpages, range of functions, design drafts) results from the respective proposal or a separately created specification sheet (Lastenheft/Pflichtenheft).

3. Subsequent change requests (Change Requests) that go beyond the agreed concept are to be remunerated separately.

§ 3 Cooperation Obligations of the Customer

1. The creation of the website is a collaborative project. The customer is obliged to provide the Agency with all content required for the creation of the website (texts, images, logos, graphics, tables, etc.) in a timely manner and in digital form.

2. The Agency is not obliged to check the content provided by the customer for its legal safety (in particular copyright, trademark, and competition law). The responsibility for this lies solely with the customer.

3. The Agency is not responsible for delays in the project sequence caused by delayed delivery of materials by the customer. In such cases, agreed completion dates shall be postponed accordingly.

§ 4 Acceptance

1. Upon completion of the website or agreed milestones, the Agency shall request the customer to perform an acceptance test.

2. The website shall be deemed accepted if the customer does not report significant defects in writing or via email within 10 business days after delivery.

3. Insignificant defects do not entitle the customer to refuse acceptance.

4. If the customer uses the website productively (e.g., by running advertisements or official publication), the website shall also be deemed accepted.

§ 5 Rights of Use and Copyright

1. Upon full payment of the agreed remuneration, the Agency grants the customer a simple, perpetual, and geographically unrestricted right of use for the created web design and the individual program code.

2. Any transfer of the rights of use to third parties requires the written consent of the Agency.

3. Regarding the underlying CMS "Novero Flow" as well as standard modules and libraries of the Agency, the customer receives only a simple right of use for the duration of the hosting contract. There is no claim to the disclosure or delivery of the source code of the CMS.

§ 6 Remuneration and Payment Terms

1. Unless otherwise agreed, billing shall be based on a fixed price or on a time-and-materials basis according to the proposal.

2. The Agency is entitled to request progress payments for completed project phases (e.g., 30% upon order placement, 40% after design approval, 30% upon acceptance).

3. Invoices are payable within 14 days of the invoice date without deduction.

§ 7 Liability

1. The Agency shall only be liable for damages in cases of intent or gross negligence. In the event of a breach of essential contractual obligations (cardinal obligations), liability is limited to the contract-typical, foreseeable damage.

2. The Agency is not liable for the legal admissibility of the customer's content or domain names.

3. The Agency is only liable for data loss if it caused such loss through gross negligence and if the customer has complied with its duty of cooperation regarding data backups through regular backups.

§ 8 Reference Mention

The Agency may name the customer as a reference on its own website or in other media and set a link to the created website, provided that the customer does not expressly object to this.

§ 9 Final Provisions

1. The law of the Federal Republic of Germany shall apply.

2. The place of jurisdiction for all disputes is the registered office of Behrens & Wilken GbR in Hamburg.

3. Should individual provisions be invalid, the validity of the remaining provisions shall remain unaffected.