General terms and conditions
1. These terms and conditions become part of all contracts that we conclude with our customers if they are entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 Paragraph 1 of the German Civil Code.
2. These General Terms and Conditions apply exclusively. Terms and conditions of our customers that conflict with or deviate from these terms and conditions or supplement these terms and conditions only apply if and to the extent that we agree to them. If we do not agree in writing, one of the contracting parties must document the consent within 5 working days in an e-mail or in the designated place on the Plutus platform.
3. These GTC also apply to future customer contracts.
2 individual contract
1. We act on the basis of a contract drawn up by one of the contracting parties or by the parties jointly for the individual case. This individual contract can, for example, be referred to as an order, quota or service certificate and can consist of several parts.
2. Any performance periods only begin to run when we have agreed with the customer on the following content:
- the services to be provided by us
- any times and deadlines for the provision of our services (service times or service deadlines)
- a remuneration regulation and, if the remuneration is more than EUR 1,500 excluding VAT, the agreement of at least one partial payment.
Any performance times are postponed by the period between the conclusion of the contract and agreement on this content.
3. The individual contract, including other agreements made individually with our customer, such as ancillary agreements, additions and changes, take precedence over these GTC. If the individual contract is not concluded in writing in whole or in part, one of the contracting parties must document the parts that have not been concluded in writing within 5 working days in an e-mail or in the designated place on the Devla platform.
4. Product offers on our website are merely invitations to submit contractual offers.
1. We provide our services according to the generally recognized rules of technology. When creating software, it is not possible according to the generally recognized rules of technology to create a program that is completely free of errors.
2. We agree with our customer on which information and documents are to be provided by which contracting party (e.g. texts, images and graphics to be integrated). If this is not done, our customer is responsible for this in case of doubt.
3. Accompanying services such as user introductions, documentation, training, support, the procurement of content such as text and images and the like are only included in the scope of services if this has been agreed in this way.
4. We are entitled to use subcontractors if they are qualified to provide the agreed service.
5. Unless otherwise agreed in the contract, a correction loop is included for each position in the service description.
6. If the contract provides for a recurring service, the term of the contract for this service is one year. This contract is extended by one year at a time if it is not terminated by one of the contracting parties with one month’s notice before the end of the contract.
7. We do not provide legal services. We are therefore not responsible, for example, for checking content such as texts (imprints, etc.) and images for possible legal violations. Our customer is obliged to indemnify us from liability towards third parties should we be sued for such violations of the law.
8. If we are prevented from providing services due to circumstances for which our customer is responsible, the times will be postponed and the deadlines for the provision of these services will be extended by the period of the hindrance. This also applies if the circumstances are the responsibility of third parties who – such as his service provider – belong to the sphere of the customer.
9. If the conditions for the provision of services at our customer’s premises change not only insignificantly, the service times will be postponed and the service deadlines will be extended by the duration of any delays caused by this.
10. In cases of force majeure, we are released from the obligation to perform for the duration and to the extent of the effects. In addition, in the event of force majeure, our customer may not withdraw from the contract because of the delay, unless the performance time is postponed by more than two months or the postponement of the performance time jeopardizes the purpose of the contract.
These effects also occur if the force majeure occurs at a subcontractor. On request, we can inform our customer which subcontractors are used to provide the services.
Force majeure exists, for example, in the event of fire damage, internet or power failure, strikes, lawful lockouts, extraordinary natural phenomena such as severe storms and floods, sovereign measures such as embargoes, interventions by third parties such as terrorist attacks and – if a risk level of at least “moderate” is caused by the Robert Koch Institute – epidemics including epidemics and pandemics.
4 Individual services
1. If the contract provides for the creation, editing (including the design) of a website, the following applies in this respect:
1.1 We create and edit the website to be compatible with the current versions of the three web browsers Chrome, Firefox and Safari. Due to the large number of different browser (versions) and systems, it is not possible to guarantee an exact match of the display and functionality with justifiable effort. Insofar as this does not result in any significant deterioration in the functionality of the website, such deviations do not constitute a defect. If our customer wants the website to be optimized, we will do this at a rate of EUR 10 per (partial) 5 minutes. through.
1.2 The proper functioning of older and future browser versions and future versions of WordPress, themes, plug-ins or other third-party software used cannot be guaranteed. If an optimization of the website for such versions is desired, we will carry them out on request at a fee of EUR 10 per (partial) 5 minutes. through.
2. If the contract provides for the creation, development or adaptation of the corporate design, the following applies in this respect:
2.1 We create or edit the corporate design in the agreed or, if there is no agreement, in the most common formats. We can create or process additional formats and outputs on request at a fee of EUR 10 per (partial) 5 minutes.
2.2 Due to the different color standards for display on the web and for print, a complete match between web and print design cannot be established.
3. If the contract provides for the provision of marketing and advertising services, the following applies in this respect:
3.1 When carrying out marketing and advertising measures such as search engine optimization, social media and Google Ads campaigns, we do not guarantee any specific success.
3.2 The agreed remuneration does not include any advertising budgets or other third-party costs for advertising measures.
3.3 Our customer is responsible for providing us with access to the necessary advertising platforms.
4. If the contract provides for artistic designs, we have freedom of design in this respect and within the limits specified by the contract. Claims for defects in artistic designs only exist if they deviate significantly from the previous proposals and these deviations are not due to technical reasons, insufficient granting of rights or lack of cooperation on the part of the customer.
5. If the contract provides for the registration of domains, the following applies in this respect:
5.1 We will endeavor to register the domain(s) for our customer, but we are not responsible for success. We also do not owe the maintenance of the registration.
5.2 We register our customers as domain owners and/or administrative contact persons (Admin-C). Agency activity as Admin-C is charged at a rate of EUR 10 for each 5 minutes or part thereof. hardened and tempered.
5.3 Our customer undertakes to accept the terms and conditions and the allocation provisions of the responsible allocation office and to submit all necessary declarations (e.g. termination, change of provider, deletion of the domain) in the prescribed form.
6. If the contract provides for web hosting, the following applies in this respect:
6.1 We provide web hosting services to make content accessible via the internet. To this end, we make various resources available to our customers. The scope of the services to be provided by us in individual cases always results from our service description. We reserve the right to expand, change and improve services. We are entitled to change services insofar as such a change is usual in a technical sense or is reasonable for the customer taking our interests into account.
6.2 Unless otherwise stated in the service description, our web hosting offers include either the registration of a domain or the relocation of the domain.
6.3 The existence of free services that go beyond the scope of services described does not give rise to any legal entitlement of any kind to them and, in the event of their omission, no entitlement to a reduction, reimbursement or compensation for damages.
6.4 If there are reasons given by law, or to carry out operational or technically necessary work, we are entitled to temporarily interrupt the services to be provided by us, to limit their duration and to discontinue them in whole or in part. In the event of force majeure, we are released from our obligation to perform, just as the customer is released from his obligation to perform.
6.5 We use third-party telecommunications networks (e.g. Sideground) to provide web hosting services. We therefore offer no guarantee if the contractual services promised to the customer cannot be provided because third parties do not provide the transmission paths or do not provide them properly.
6.7 With our web hosting services, the customer is particularly obliged to
6.7.2. to take the necessary measures to prevent unauthorized use of the services – by permitted users as well as third parties – and, if necessary, to inform us immediately in writing of any unauthorized use or any suspicion of such use. For this purpose, the access data received, such as user names or passwords, must be kept strictly confidential. The customer also undertakes to change the passwords regularly and to keep them strictly confidential. The respective password must have a minimum length of 8 characters and contain at least one letter, one number and one special character. If the customer becomes aware that the password is known to unauthorized third parties, he will change the password immediately or notify us immediately;
6.7.3 not to take any action that may cause disruption or undue strain on our infrastructure;
6.7.4 in the event that minors belong to the permitted group of users of the customer to assume responsibility for this. Our customer is aware that various contents of the Internet may not be suitable for minors;
6.7.5 To mark information offers that the customer stores on the services provided by us or offers via them as their own content, stating their full name and address. The customer is advised that there may be an additional statutory labeling requirement, for example if he offers teleservices or media services.
6.7.6 not to misuse the possible exchange of e-mails for the unsolicited sending of e-mails to third parties for advertising purposes or the sending of newsgroup messages to newsgroups for advertising purposes;
6.8 The customer undertakes to ensure that the storage space provided is not used for the dissemination of illegal content. This includes in particular the provision, publication or use of content that violates applicable law or the rights of third parties, as well as the provision, use or publication of the following data:
• Pornographic or adult content
• inflammatory content or content, signs and symbols of anti-constitutional organizations, insofar as these are not expressly permitted by legal regulations in the context of science, research or teaching, as well as reporting on current events and history
• Content that violates copyrights, ancillary copyrights or industrial property rights of third parties • Content that violates the right to one’s own image, name or personal rights of third parties
• executable programs or files that contain viruses, trojans or other malicious code
• executable programs that are capable of disrupting the reliable operation of the provider’s web server or placing an excessive load (e.g. ad server).
In the event of violations of the aforementioned obligations, we are entitled to block access to the content until the customer has taken remedial action. We are not obliged to check the content provided by the customer.
6.9 The customer will make daily backup copies of all data that the customer transfers to our servers on an independent system. In the event of data loss on our server, our customer will restore the relevant data at his own expense.
6.10 The customer releases us from all claims based on a breach of the obligations specified in Sections 6.7 to 6.9. The same applies to claims arising from name, trademark, copyright or other intellectual property disputes associated with the claim, use or registration of a domain name;
5 Customer Cooperation and Obligations
1. Our customer provides us with the information and files required for the provision of our services – for example access to his server and the website administration tool, desired navigation structures and media and texts to be used such as imprint – in good time. After the provision of our services, the customer will change the passwords provided for additional security.
2. If our customer is responsible for providing us with content such as images, music, videos, graphics and other files, he provides us with these in a suitable size and resolution and in the agreed or, in the absence of an agreement, a common and immediately usable file – and color format.
3. Our customer ensures that the server and software environment provided meets the technical requirements of the project.
4. If cooperative actions are delayed, service times are postponed and service deadlines are extended by the duration of the delay.
5. In the event of a delay in acceptance, we may – in addition to asserting our legal rights – determine the new performance or acceptance date ourselves, taking our customer’s interests into account.
6 Prices and Payment
1. Our prices do not include sales tax at the applicable rate. The remuneration is payable after invoicing without deduction. We send the invoices by email as a PDF document.
2. Third-party costs, for example for purchasing the theme and plug-ins, are not included in the remuneration.
3. Interest on arrears will be charged at a rate of 8% pa above the respective base interest rate. We reserve the right to assert higher default damages.
4. If our customer is more than five working days in arrears with more than 6% of the remuneration, performance times are postponed and performance deadlines are extended by the duration of the delay.
5. Offsetting against our remuneration claims is excluded unless the counterclaim made for offsetting is undisputed, legally established or ready for a decision.
6. The assertion of a right of retention against our claims for remuneration is excluded, unless the counterclaim on which the right of retention is based is undisputed, has been legally established or is ready for a decision.
7 partial payments, partial acceptance, due date
1. If the contract provides for a flat rate or a maximum price, the following applies:
1.1 When concluding a contract with a customer who is the first to conclude his contract as a customer with us, a partial payment of 100% of the flat rate or maximum price is due. Otherwise 50% will be due.
We may also request the first installment at a later point in time by not issuing the invoice for the installment until later.
1.2 We may demand partial payments of EUR 3,000 each if we have provided at least a corresponding, self-contained part of the agreed services (this can be the first draft when creating a website, for example) up to the total amount of the partial payments of 90% of the total remuneration including compensation for changes. If the part provided is defective, our customer can withhold an appropriate part of the payment.
1.3 In the case of work contracts, we may, as an alternative to item 1.2 above, demand from our customer that our services be divided into sections (e.g. in project phases such as the creation of the mockup, the creation of the first draft, etc.), for which remuneration is determined , after the completion of each section a partial acceptance takes place and the remuneration for it is paid. If the partial payment has been made, we start with the next section.
The remainder of the total remuneration, except for a 10% portion, is due when we have rendered all services, including any deliveries and installations. If the services provided are defective, our customer can withhold an appropriate part of the payment.
The rest of the remuneration is due upon acceptance of the work.
§ 632a BGB remains unaffected by the provisions of this subsection.
2. In the case of forms of remuneration that are similar to flat-rate prices or maximum prices, para. 1 accordingly.
3. The following applies to time or quantity-based remuneration and unit prices:
3.1 Our billing takes place weekly or monthly at our discretion. In addition, we may demand payment for the services provided if an amount of EUR 3,000 has been incurred for this.
3.2 If the contract provides for hourly rates, the times incurred will be billed in units of (partial) five minutes. If the contract provides for daily rates, billing will be in (partial) hourly units. The times spent on travel are charged at half of the agreed remuneration. This does not apply to the travel time when we work for our customers.
4. In the case of forms of remuneration that are not covered by the above paragraphs of this paragraph, no. 3 accordingly.
5. If there is a delay in the provision of services of more than three weeks for which our customer is responsible, the customer is obliged to pay for the services provided up to that point.
6. In the case of changes to the contract, this paragraph applies accordingly. The previous remuneration and the remuneration according to the contract change are added together.
8 Contract Amendments
1. If a contract change agreed by the contracting parties has not only insignificant effects on the difficulty or duration of the service provision, on the end of the project, the service deadlines, service times, remuneration, payment or acceptance, the contracting parties will either adjust the corresponding contractual provisions appropriately or expressly agree that an adjustment should not be made. This also applies, for example, to the reversal of changes, consequential changes, functional and structural changes. If this is not done, the following applies:
1.1 If the agreed change to the contract results in not only insignificant additional or reduced expenses, the remuneration will be increased or reduced appropriately in accordance with the contractual remuneration. If the contract is not suitable as an evaluation standard, a rate of EUR 10 per (partial) 5 minutes applies to increases in remuneration. Processing time and in the case of reductions in remuneration, a rate of EUR 6.50 per (partial) 5 minutes. saved processing time.
1.2 If the time required to implement the contract changes (e.g. in the case of additional services) is not only insignificant or the contract change causes a not only insignificant delay, for example because we interrupt work, service times are postponed and service deadlines are extended by this period. At the request of our customer, we will nevertheless endeavor to comply with the original performance times and deadlines.
1.3 If the time we spend examining or negotiating a change request from our customer is not insignificant or if it causes a not inconsiderable delay, for example because we interrupt our work as a result of a change request, performance times will be postponed and performance deadlines will be extended by this period.
1.4 We can also implicitly accept a contract change offer from our customer by starting to implement the contract change.
1.5 A contract change is also implicitly agreed if we begin to implement the contract changes, our customer knows this and he does not object to the implementation.
9 Copyright and Rights of Use
1. If we have agreed with our customer to transfer the source code to a piece of software, this means that he may edit the software.
2. If we have agreed editing rights with our customer, this also means that we will transfer the source code.
3. If we are obliged to transfer the source code, the customer can request that we comment on it, even if this has not been agreed. He then remunerates this activity at a rate of EUR 10 per (partial) 5 minutes.
4. At the customer’s request, the comments must show step by step why we have done the coding in the way that has been done and be so comprehensive that third-party developers can understand the logic of the source code.
5. If we agree with our customer that he may edit the software and we have used a compiler that is not available on the market, without which editing is not possible or only possible with unreasonable effort, we transfer the right of use to the customer to the extent necessary Scope, as far as we are allowed to do this and this is possible for us with reasonable effort.
6. We may use the software created for the customer both for our own purposes and in the context of providing services to third parties, even if we have agreed an unrestricted transfer of rights of use with our customer.
7. In case of doubt, we do not transfer any exclusive right of use. We only transfer an exclusive right of use if this has been agreed. If this agreement is not made in writing, one of the contracting parties must document it within 5 working days in an e-mail or in the designated place on the Plutus platform.
8. We have the right to be named as the author of the software and may, for example, provide a website that has been created in the usual form with an attribution of authorship including a link to our website. Our customer will not remove the attribution without our consent unless they have an overriding interest in doing so.
9. Our customer treats the source code confidentially and only makes it accessible to third parties within the scope of the intended use and only on the condition that they also treat the source code confidentially.
10. The ownership and copyrights to the planning documents created in connection with the contract, such as e.g. B. Drafts, drawings, calculations and sketches remain with us. 11. Items sent for tests and demonstrations remain our property. They may only be used for contractual purposes.
10 Retention of title and copyright
1. We transfer usage rights to the software created by us upon full payment. Our customer may also use the software beforehand, but we may revoke this permission to use at any time if the customer behaves in breach of contract or if there is another good reason for this.
2. If our services include the delivery of items, we retain title to them until full payment has been made. We are entitled to take back the item if the customer behaves in breach of contract.
3. If the customer is entitled to resell the goods subject to retention of title, he hereby assigns to us the claims against the customer to the amount of the remuneration agreed with us.
4. We undertake to release the securities to which we are entitled at the customer’s request if their value exceeds the claims to be secured by more than 20%.
5. As long as the rights of use or ownership have not yet been transferred, the customer must inform us immediately if the item is seized or exposed to other interventions by third parties.
11 Contractual acceptance
If the contract is wholly or partly a contract for work and services, the following applies to acceptance:
1. Acceptance cannot be refused due to insignificant defects. Insignificant are defects that have no or only an insignificant impact on the functionality or availability of the work. Such defects are recorded in a declaration of acceptance. If the declaration of acceptance is not made in writing and it contains such a reservation of defects, one of the contracting parties must document it within 5 working days in an e-mail or in the designated place on the Plutus platform.
2. Our work is deemed to have been accepted when our customer has paid the remuneration without reservation.
3. Our work is also deemed to have been accepted if we have provided our services, our customer has used the work for two weeks as intended (this is the case, for example, with a created website if our customer has switched the website live. Use for test purposes therefore not sufficient) and it is essentially free of defects.
4. Our work is also deemed to have been accepted when we have rendered our services and our customer has used the work for three months, not just for test purposes, even if he has reported defects during this period.
5. If the contracting parties have agreed on a test phase, the work is deemed to have been accepted if no defects are reported after the agreed test phase has expired.
6. Other types of (implicit) acceptance such as those pursuant to § 640 para. 2 BGB remain unaffected.
7. At our request, the acceptance will be carried out before the agreed performance time if all admission requirements are met and our customer has not asserted any reasonable reasons against an early acceptance.
8. If our customer carries out an acceptance test, he must have completed this in the case of contracts with an agreed total remuneration of up to EUR 10,000 after five working days at the latest, up to EUR 40,000 after eight working days at the latest and beyond this after ten working days at the latest and either declare the acceptance or confirm it to us reported defects. The acceptance periods will be extended appropriately, but no more than three times, if this is necessary and our customer requests an extension within these acceptance periods.
If the acceptance periods are not observed, we can set the customer a reasonable deadline for acceptance. The work is deemed to have been accepted if the customer does not refuse acceptance within this period, stating at least one defect. If the refusal is not made in writing, one of the contracting parties must document it within 5 working days in an e-mail or in the designated place on the Devla platform.
12 Liability for Defects
1. There are no claims for defects if the deviation from the agreed quality is only insignificant and if the usability is only insignificantly impaired.
2. Insignificant technical and design deviations from information in brochures, catalogs and written documents as well as model, construction and material changes as a result of technical progress and product development also do not constitute a defect.
3. If the customer himself or a third party makes changes to the work or the result of our work, liability for defects in the changed part shall not apply if the customer does not refute our substantiated assertion that the change caused the defect.
4. The prerequisite for liability for defects is that the customer notifies us of defects immediately after discovery. If the notification is not made in writing, one of the contracting parties must document it within 5 working days in an e-mail or in the designated place on the Devla platform. The customer also sends us a description of the defect with the information we need to identify and eliminate the defect.
5. Claims for defects expire after 1 (one) month. The statutory limitation periods apply to claims for damages in the case of intent and gross negligence as well as injury to life, limb and health, which are based on an intentional or negligent breach of duty on our part. After acceptance of the product, the customer has one month to report bugs/defects. All defects that arise after one month will be charged at Devla’s usual hourly rate of EUR 75 per hour started. If the law prescribes longer limitation periods and these limitation periods cannot be shortened by general terms and conditions, the statutory periods apply. The statutory deadlines also apply insofar as case law considers a shortening of the limitation periods in general terms and conditions to be ineffective.
6. We undertake the examination of notifications of defects up to a total of three hours at our own expense, even if it turns out that there was no defect. If the test takes more than three hours in total, i.e. for all unjustified notifications of defects together, we will charge a reimbursement of 10 EUR per 5 minutes for the additional time.
13 Mentioned for reference
1. While maintaining confidentiality about the confidential circumstances of the customer relationship, we may use the company or the name of our customer, his logo and the contractual services as a reference, i.e. these in particular on a page of our website provided for this purpose, in company presentations, in specialist articles, name in press releases and interviews and depict or run excerpts from the work or the result of our work and link the URL.
2. Our customer can object to these uses at any time, even in advance, in whole or in part.
14 Data protection, personal data, e-mail correspondence
1. We process personal data as part of the contractual relationship. All further information according to Art. 13 and 14 DSGVO can be found in the data protection declaration at www.
2. The parties conduct their correspondence mainly by e-mail. You are aware that this entails security risks, among other things because it cannot be ruled out that sent e-mails and attachments will be viewed by unauthorized third parties. Our customer expressly agrees to the use of unencrypted emails. The consent is revocable at any time. If individual information requires special confidentiality, our customer will point this out to us. The parties will then discuss and implement security measures, such as communication via encrypted e-mails or secure data rooms.
15 Dispute Resolution, Governing Law, Final Provision
1. If there are differences of opinion between the contracting parties in the implementation of the contract, the parties are obliged to try to find an amicable solution. It does not constitute a difference of opinion if our remuneration is not paid without justification.
If no agreement is reached, the parties undertake to first carry out a mediation process based on the mediation regulations of the German Society for Mediation in Business eV (abbreviated: DGMW).
Before and during the mediation process, the assertion of claims in court proceedings is not permitted. This does not affect judicial summary proceedings (e.g. temporary injunction, arrest, preservation of evidence), in particular in order to comply with so-called emergency or limitation periods.
If the mediation fails, either party can bring an action before the ordinary court.
2. This contract and the entire legal relationship between the parties are subject to the law of the Federal Republic of Germany to the exclusion of the UN Sales Convention (CISG).
3. Place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is our place of business.
4. Should a provision of the contract be or become invalid, contain an inadmissible deadline or a gap, the legal validity of the remaining provisions shall remain unaffected. Instead of the ineffective provision, an effective provision shall be deemed to have been agreed which comes as close as possible to what the parties wanted from an economic point of view. The same applies in the event of a gap. In the event of an inadmissible deadline, the legally permissible extent applies. Status: March 2021