These terms and conditions exclusively apply to contracts with Klickmeister GmbH. Deviating regulations in the customer's general terms and conditions are expressly rejected. Oral agreements are ineffective. Changes to the conditions, including this written form clause, require written form.
Klickmeister GmbH offers the following services: development, design, programming, and maintenance of websites and web-based software, as well as other consulting services. Klickmeister GmbH provides services according to the customer's wishes and specifications. Installation, instruction, and training are only part of Klickmeister's obligations if agreed upon. Klickmeister GmbH must consider change and expansion requests only if they are technically necessary and required by applicable law to achieve the contractual purpose. In the case of a significant change in Klickmeister GmbH's contractual obligations to meet the customer's needs, Klickmeister GmbH may invoice the customer for the necessary additional effort. This also applies to a comprehensive examination of whether and under what conditions the change or expansion is feasible.
Klickmeister GmbH reserves the right to initially credit payments to older debts. If legal enforcement costs such as reminder costs have already been incurred, Klickmeister GmbH can initially credit the customer's payments to these costs, then to interest, and finally to the main performance. Failure to comply with the payment terms results in the immediate maturity of all claims.
In the event of delays due to:
If the customer orders changes or additions that are not of minor scope, deadlines and periods related to the original contract lose their validity.
The customer will accept Klickmeister GmbH's services promptly as soon as Klickmeister GmbH notifies readiness for acceptance. The services are considered accepted if Klickmeister GmbH has notified readiness for acceptance, and the customer does not declare acceptance within a period allowing careful examination, but at least within 20 working days, or if the customer makes the website/web-based application or parts thereof accessible on the network or commissions Klickmeister GmbH to do so without further inspection.
The customer will provide necessary data, especially content for the websites, in a timely manner and in digital form. If Klickmeister GmbH provides drafts and/or test versions for examination of correctness and completeness with a reasonable deadline, the drafts and/or test versions are deemed approved upon expiration of the deadline, unless Klickmeister GmbH receives a correction request. The customer is responsible for adequate resources and information within the scope of its duty to cooperate. The customer will ensure the availability of the required number of competent employees from a professional and technical perspective and sufficient computer capacities such as memory, processor performance, and line capacities. If Klickmeister GmbH deems it necessary, the customer will provide a test environment, i.e., hardware with the current software, especially the operating system corresponding to the later conditions of use, and the corresponding server software. As soon as errors or impairments of the functionality of Klickmeister GmbH's services, such as a website, occur, the customer will promptly notify Klickmeister GmbH with details of the time and error specification. The customer is responsible for the trouble-free operation of the facilities for remote maintenance and care, especially stable data lines and interfaces. Klickmeister is entitled to review user data of customers from input systems developed or installed by Klickmeister, for debugging and maintenance purposes.
All copyrights are reserved. Unless otherwise agreed, the customer receives a simple right of use to the respective project results. This right does not include the right to further process the project results, transfer and processing in media other than agreed upon, exclusivity, and transfer of rights to third parties. There is no fundamental entitlement to the provision of the source code. If Klickmeister GmbH provides services for the design of the customer's internet presence, the purpose of use of the website and/or its components is limited to use on the internet. The customer acquires this right upon full payment of the services from Klickmeister GmbH. Upon request, the customer is obligated to provide Klickmeister GmbH with written information about the scope of use. Klickmeister GmbH assumes, when using customer templates, that they are not encumbered with the rights of third parties or that the customer has the necessary usage rights for the order. Klickmeister GmbH also uses rights of third parties (external license material) for the website, which can only be transferred to the customer - especially temporarily. The limited transfer may lead, among other things, to external license material no longer being available or being available under significantly changed conditions, over which Klickmeister GmbH has no influence. Klickmeister GmbH can invoice the customer for the costs of external license material by presenting the invoice from the licensor with a service surcharge of 15%. There is no further disclosure of components of the website encumbered with the rights of third parties.
The customer grants Klickmeister GmbH the right to include the Klickmeister GmbH logo and link it to the Klickmeister GmbH website. The customer will adopt all protective notices such as copyright notices and other reservations of rights unchanged. This applies in particular to notices of the author placed in the program code. Klickmeister GmbH reserves the right to use rendered services, even if based on customer templates, for presentation purposes, especially to include the customer's website in a reference list for advertising purposes and to set corresponding links.
Defective deliveries or services will be rectified or replaced by Klickmeister GmbH within the warranty period of 24 months, which begins with the date of delivery or acceptance, after the customer has notified Klickmeister GmbH accordingly. Klickmeister GmbH corrects defects free of charge or provides the customer with a corrected release. Additional expenses beyond this are billed based on effort. Under unfavorable circumstances, multiple improvements may be necessary. Defects include deviations of created website elements from the agreed design and functionality, as far as these deviations impair suitability for normal use. Warranty does not exist if the defect is only insignificant, i.e., does not significantly affect usability. If the rectification fails, the customer can demand the reversal of the contract or a reduction in the purchase price. Problems or defects that occur due to changed conditions/systems over which Klickmeister GmbH has no influence, e.g., an update of the server operating system, are not covered by the warranty.
The responsibility for data loss is limited to the typical effort of restoration. This is measured by the damage that would have occurred with the implementation of reasonable security measures (such as creating backup copies). Klickmeister GmbH assumes no liability for damages arising from incorrect or missing information provided by the customer. Klickmeister GmbH cannot be held liable for the non-compliance with legal provisions regarding content and information on the website. Klickmeister assumes no liability that the works produced in the online projects will retain their contractually agreed-upon characteristics with a changed state of technology. This applies in particular to the state of technology for browsers, server technology, plug-ins, operating systems, etc.
The customer is obligated to adequately protect against data loss. Since the reinstallation of software, as well as the modification of installed software, carries the risk of data loss, the customer is obliged to take precautions against data loss through comprehensive data backup before reinstallation or modification of installed software.
Connecting a network to the internet creates the possibility of the abusive use of data. Therefore, the customer must protect sensitive data from unauthorized access through its own security measures. Both contracting parties will treat confidentially marked information that becomes known to them within the scope of the contract. Documents related to software, such as documentation and especially the source code, must be protected against unauthorized access. Klickmeister GmbH points out that, according to the current state of technology, it is not possible to prevent reproductions of works, especially graphics or other visual or acoustic design elements, which are made available online.
Insofar as the contracting parties communicate by email, they acknowledge the unrestricted effectiveness of declarations of intent transmitted in this way in accordance with the following provisions. The email must contain the name and email address of the sender, the time of sending (date and time), and a reproduction of the sender's name as a conclusion of the message. An email received within the framework of the above provisions is deemed to originate from the other contracting party, subject to evidence to the contrary. The binding nature of the email applies to all declarations that entail the ordinary contract processing. Excluded, however, are, in particular, terminations, measures to initiate or conduct arbitration proceedings, as well as declarations that a contracting party expressly requires in written form deviating from this agreement (§ 126 Abs. 1 BGB).
The contracting parties agree to the application of German law regarding all legal relationships arising from this contractual relationship. Even in cross-border traffic, German law applies, excluding the UN Sales Convention. Essen is agreed upon as the place of performance for all mutual services from the contract. Essen is agreed upon as the place of jurisdiction, insofar as both contracting parties are merchants within the meaning of the law.
If a provision of these General Terms and Conditions is or becomes invalid, the other conditions remain effective. The contracting parties will replace the invalid provision with an effective one that comes closest to the intentions of the contracting parties.