General terms and conditions

§ 1 General

These General Terms and Conditions apply to all business relationships between THIS GmbH and entrepreneurs (§ 14 BGB), legal entities under public law or special funds under public law. Corresponding orders are executed exclusively on the basis of the following conditions, other conditions do not become part of the contract, even if we do not expressly contradict them. Deviations require the express consent of THIS GmbH in writing by mail or electronically by e-mail to be effective. § 305b BGB remains unaffected.

§ 2 Offer and placing of order

The offers of THIS GmbH are subject to change and non-binding. The order confirmation must be made in writing or by e-mail.

§ 3 Dates and delivery­periods

Times are only binding if they have been confirmed by THIS GmbH in writing or by mail. The confirmation is subject to the condition that the client meets its obligations to cooperate in accordance with §5 of these terms and conditions. In the event that this condition is not met, the deadlines must be re-agreed.

In the event of a change in the subject matter of the order, in particular the scope of the order, the previous deadlines shall lose their validity. The parties agree in this case immediately new deadlines and delivery dates

If THIS GmbH cannot meet a deadline for reasons for which it is not responsible, the agreed deadline for completion is extended by a reasonable period of time. In this case THIS GmbH has to inform the client immediately about the new possible completion date.

§ 4 Prices and payment­conditions

Unless otherwise stated, all prices are net prices excluding the applicable statutory value added tax. The scope of the individual services as well as the owed remuneration result from the service description of THIS GmbH transmitted with the offer as well as the price lists of THIS GmbH valid at the time of the order.

Exceeding the offer description additional expenditure, in particular due to subsequent change and supplement requests of the client, will be charged as additional expenditure according to the agreed daily rates, alternatively according to the price lists of THIS GmbH valid at the time of the assignment.

With the conclusion of the contract THIS GmbH is in any case entitled to an advance payment in the amount of 40% of the agreed total remuneration. The remaining payment is due upon acceptance of the services by the client. In case of agreed partial services, the proportional payment is due after acceptance of the partial service.

For projects with a duration of more than one month, the provision in partial services is considered as agreed. THIS GmbH shall invoice the rendered partial services on a monthly basis and shall issue partial invoices therefor. The invoiced amounts shall first be credited against the partial payment made upon conclusion of the contract.

The client shall inspect the services immediately after they have been made available. The Client shall be obliged to accept the services provided that they meet the contractual requirements. The services shall be deemed to have been accepted if the Client does not object to the contractual performance within 10 working days of the transfer of all data relevant to the contract to the Client. In the case of partial services, the period for objection begins with the delivery of the respective partial service or, in the case of projects with a term of more than one month, with the billing of the partial service provided in this month.

Unless otherwise agreed, all invoices from THIS GmbH are payable 10 days after invoicing without deduction. If the payment deadlines are exceeded, the client is in default even without a reminder. In case of default of payment, default interest at the statutory rate (currently 9 percentage points above the prime rate) is payable. This does not exclude the assertion of further damage caused by default.

The Client may only offset or exercise a right of retention against an undisputed or legally established claim. This shall not apply to any claims of the Client directed towards completion or defect removal costs.

§ 5 Co­effectual­duties of the Customer

The client undertakes to actively support the activities of THIS GmbH. In particular, the client creates free of charge all conditions that are necessary for the proper execution of the order. This includes, among other things, that the client

  1. nominates a contact person who is available to the employees of THIS GmbH as a contact person during the agreed project period. The contact person is authorized to make statements that are necessary as part of the continuation of the order as an interim decision or release.
  2. provides the employees of THIS GmbH with access to the information necessary for their activities at any time and provides them with all necessary information in a timely manner.
  3. gives feedback in written and consolidated form within the agreed project planning on the work results handed over by THIS GmbH.
  4. provides THIS GmbH with all data, content, media required for the fulfillment of the order in a timely manner.

§ 6 Copyright and rights of use / Contractual­penalty

  1. Designs, concepts and all other works (Internet pages and their components, graphics, presentations, etc.) created by THIS GmbH may not be changed without their express consent, either in the original or in reproduction. Any complete or partial imitation is prohibited. In the event of a breach of this, the client shall pay THIS GmbH a contractual penalty of 200% of the agreed remuneration.
  2. The copyright for published designs, concepts and other works (Internet pages and their components, graphics, presentations, etc.) created by THIS GmbH remains solely with THIS GmbH. It transfers to the client only the rights of use necessary for the respective purpose, but no ownership rights. Unless otherwise agreed in writing, only the simple right of use is transferred.
  3. The client receives the rights of use for all designs, concepts and other works (Internet pages and their components, graphics, presentations, etc.) only with the full payment of the agreed remuneration, unless otherwise agreed in writing.
  4. Even if the client was granted the right of use, THIS GmbH remains in any case entitled to use all designs, concepts and other works (Internet pages and their components, graphics, presentations, etc.) in the context of self-promotion. A transfer of the rights of use to third parties by the client requires a written agreement between THIS GmbH and the client.
  5. THIS GmbH has the right to be named as the author on all duplicates (hard and soft copies). If the client violates the right to be named, he is obliged to pay THIS GmbH a contractual penalty in the amount of 100% of the agreed remuneration. This does not affect the right of THIS GmbH to claim higher damages in case of concrete damage calculation.
  6. The ideas, concepts and drafts created by THIS GmbH for coordination may be used by the client only for the purpose of viewing and testing the interim results. Explicitly prohibited is the use on the homepage of the client, the provision to third parties or similar uses such as the further processing of a draft for their own presentations. If the ideas, concepts and drafts are nevertheless used without acquisition of a right of use by the client, THIS GmbH is entitled to a contractual penalty in the amount of twice the offer price or the agreed remuneration. This does not affect the right of THIS GmbH to claim higher damages in case of concrete damage calculation.

§ 7 Third party rights

  1. THIS GmbH will provide individual services for each order or project. Individual components of these services (eg graphical elements such as icons, code fragments of HTML, CSS and JavaScript) are thereby inevitably used again and again for individual contract work, so that the client expressly acquires no exclusive rights thereto - even after acquisition of a right of use.
  2. If in individual cases THIS GmbH has taken graphics or fonts from royalty-free graphic collections or design collections, it cannot be excluded that individual design components used for an order on the part of THIS GmbH are also used by other users of these collections. From this no claims can be raised against THIS GmbH. In addition, THIS GmbH expressly reserves the right to multiple use, provided that the license terms allow it.
  3. So far as the client allows the use of 'exclusive" material, i.e. such is neither used in another project of THIS GmbH nor available in royalty-free collections, the necessary costs, esp. license fees, the creation and procurement effort are to be compensated separately by the client. Despite careful examination THIS GmbH does not guarantee that the used material is or was used in the same or similar form by third parties. The client can, in agreement with THIS GmbH, provide the desired exclusive material himself. In this case, he guarantees that he owns all necessary rights to the supplied material.

§ 8 Publications

For advertising purposes, THIS GmbH may publish selected customers - as reference customers - and projects - as reference projects - on its Internet pages, unless the client expressly prohibits this in writing within one month upon acceptance.

§ 9 Warranty­performance

If the client is a merchant or a legal entity, it shall only be entitled to warranty rights if it has duly complied with its obligations to inspect and give notice of defects pursuant to Section 377 of the German Commercial Code (HGB).

Deviations in the presentation or implementation of the concept and drafts, which are based on technical circumstances and different standards, shall not constitute a defect.

In principle, the client may initially only demand rectification of defects. Only if two rectifications have failed, further warranty rights can be asserted.

If it turns out that a problem reported by the client as a defect actually does not trigger a warranty claim, THIS GmbH is entitled to charge the expenses incurred with the analysis and other processing, provided that the client is guilty of intent or gross negligence in reporting this defect.


§ 10 Limitation of liability

THIS GmbH is liable without limitation insofar as the damage is based on intent or gross negligence or in the event of injury to life or limb. In all other cases, the liability of THIS GmbH is limited to the foreseeable extent of damage.

THIS GmbH does not check whether the registered content or the pages of the client violate the rights of third parties. The client is solely responsible for the permissibility and freedom from third party rights of the terms and contents of his pages registered by him, in particular with regard to copyright, competition law and criminal law.

The client indemnifies THIS GmbH from all claims of third parties arising from the fact that the client uses terms or contents that are impermissible or encumbered with third party rights.

§ 11 Third-party services

THIS GmbH is entitled to transfer the external services necessary for the fulfillment of the order also to third parties. Insofar as in individual cases contracts for external services are concluded with third parties, the client is obligated to release THIS GmbH internally from all liabilities upon first request, which result from the conclusion of the contract with the third party, in particular from the obligation to pay the price for the external service.

§ 12 Data protection and secrecy

THIS GmbH undertakes to comply with the provisions of data protection law, in particular to keep confidential data secret and to protect it from access by third parties. It undertakes to make data accessible to third parties only after express or tacit release by the client.

Employees of THIS GmbH and subcontractors, including its employees, are not third parties in the sense of this regulation.

THIS GmbH undertakes to oblige its employees to maintain secrecy in accordance with the first paragraph.

§ 13 Conclusion­provisions

The invalidity of individual conditions does not affect the validity of the remaining conditions. The objectionable condition shall be replaced by one that comes as close as possible to the economic purpose of the original.

The place of jurisdiction for all disputes between the client, who is a merchant, and THIS GmbH is Düsseldorf. Unless otherwise agreed, the place of performance is Düsseldorf.

The parties agree with regard to all legal relations arising from contractual relationships the application of the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

All agreements must be in writing or electronic form. This also applies to the agreement on the written form requirement or the requirement of electronic form itself. Verbal collateral agreements do not exist.