Terms & Conditions - Your Rights and Responsibilities
Weber Media Consulting UG with limited liability
Herlingsburg 8
22529 Hamburg
(hereinafter referred to as: WMC)
§ 1 Scope of Application
(1) The following General Terms and Conditions (GTC) apply to all contracts concluded between WMC and its customers, provided that the customer is a business, a legal entity under public law, or a special fund under public law within the meaning of § 310 Paragraph 1 BGB (hereinafter referred to as “Customer” or “Client”).
(2) WMC does not enter into contracts with consumers within the meaning of § 13 BGB. The customer assures that, at the time of contract conclusion with WMC, they are acting as an entrepreneur in accordance with § 14 BGB or as a merchant under the German Commercial Code (HGB).
(3) These GTC shall apply exclusively. Divergent, conflicting, or supplementary general terms and conditions of the customer shall only become part of the contract if WMC has expressly agreed to their validity. This requirement for consent applies in all cases, for instance, even if WMC begins providing services unconditionally, fully aware of the customer’s GTC.
§ 2 Services Provided by WMC / Customer’s Cooperation
(1) WMC provides agency services to the customer in the areas of online marketing, e-commerce (e.g., online shop creation, web design, video, and media production), and online advertising. Unless expressly agreed otherwise in writing, WMC does not owe the provision of a specific work result. If separate compensation for achieving a specific success of a promotional measure is agreed upon, it will be paid as a performance-based bonus. There is, however, no fundamental entitlement to achieving a specific result.
(2) The customer must always fulfill their responsibilities and perform the required cooperation activities in a complete and timely manner. If the customer fails to perform a cooperation activity and thereby prevents WMC from rendering services, WMC’s entitlement to remuneration remains unaffected.
(3) With regard to the services to be provided by WMC to the customer, WMC has the right to determine the performance according to § 315 BGB.
§ 3 Conclusion of Contracts
(1) The contract between WMC and the customer is concluded in writing. (2) The customer will receive an order confirmation from WMC.
§ 4 Provided Documents
WMC reserves ownership and copyright rights to all documents provided to the client in connection with the order – including electronic documents such as calculations, drawings, etc. These documents may not be made accessible to third parties without WMC’s express written consent.
§ 5 Payments, Prices, Conditions
(1) The prices indicated and communicated by WMC are binding. The prices are quoted net plus statutory value-added tax.
(2) Payment for WMC’s services is due immediately upon invoicing. The remuneration for WMC’s services is generally due upon contract conclusion, unless the offer from WMC states otherwise. A SEPA direct debit authorization granted to WMC remains valid for future transactions until revoked.
(3) If SEPA direct debit collection is agreed upon, the customer must provide WMC with a written SEPA direct debit mandate after contract conclusion.
The customer must use the following template: Weber Media UG with limited liability, Herlingsburg 8, 22529 Hamburg and its authorized agents are authorized to collect recurring, due payments from my account IBAN: ………………………………………………………..(please enter) by SEPA core direct debit.
I also instruct my credit institution to honor the direct debits drawn by Weber Media UG with limited liability, Herlingsburg 8, 22529 Hamburg and its authorized agents. I may request a refund of the debited amount within eight weeks, starting from the debit date, subject to the terms and conditions agreed with my credit institution for SEPA core direct debit payments.
First and last name of the account holder
Street and house number of the account holder
Postal code and city
Credit institution (name and BIC)
IBAN:
City, date
Signature of the account holder
(4) WMC issues a proper invoice to the customer, which shows the applicable VAT (if applicable, via authorized agents).
(5) If agreed direct debits cannot be withdrawn from the customer’s account and a return debit occurs, the customer is obliged to transfer the owed amount to WMC within three working days after the return debit and to cover the costs incurred by the return debit.
(6) Offsetting with counterclaims is only permitted if the other contractual partner has acknowledged the offsetting or it has been legally established. The same applies to exercising a right of retention by a contractual partner.
§ 6 Termination and Contract Duration
(1) The contract has a minimum term specified in the order form. The notice period is one month before the end of the contract term. If the contract is not terminated before the deadline, it will automatically renew for three months.
(2) Terminations must be made in writing to be effective.
(3) The right to extraordinary termination remains unaffected.
§ 7 Delay / Withdrawal
(1) Deadlines for WMC’s service provision do not begin until the invoice amount has been received by WMC and the necessary data for the services are fully available to WMC, or the necessary cooperation activities are fully performed.
(2) If the customer is in arrears with due payments, WMC reserves the right to withhold further services until the outstanding amount is settled.
(3) If the customer is in arrears with at least two due payments in the case of installment payments, WMC is entitled to terminate the contract extraordinarily and discontinue the services. WMC will claim the full remuneration due until the next regular termination date as compensation.
(4) Any free termination rights of the customer are excluded.
§ 8 Fulfillment
(1) WMC will perform the agreed services with the required care according to the offer. WMC is entitled to use third parties to assist in the execution.
(2) The customer is aware that, unless otherwise explicitly agreed in writing, WMC owes the provision of services, not the creation of a work. Upon request, WMC will provide information within a reasonable period regarding the services performed under the contract.
(3) If WMC is prevented from providing the agreed services due to reasons originating from the customer’s sphere, WMC’s entitlement to remuneration remains unaffected.
§ 9 Third-Party Rights
The customer guarantees that materials provided to WMC (e.g., photos) are free from third-party rights or that the necessary permissions for the primary contract’s purposes are in place. The customer shall indemnify WMC from any third-party claims in this regard.
§ 10 Usage Rights
(1) The customer receives a simple usage right concerning the work and performance results created and provided by WMC. Work and performance results within the scope of the underlying contract are all work or services or parts thereof created by WMC for the customer (e.g., all information, documents, evaluations, videos, photos, know-how acquired during the order fulfillment, advertisements, drawings, materials, specifications, program designs, (electronic) files, data collections, custom software including related documentation, manuals, and IT systems in the form of source codes or otherwise). Until work results are complete, the respective partial results are considered work results under this agreement.
(2) Paragraph 1 applies exclusively under the condition that the customer has paid WMC the remuneration due under the primary contract in full.
(3) If installment payment is agreed upon, the usage right specified in Paragraph 1 only passes to the customer upon full payment of the last installment to WMC.
(4) Transfer of work and performance results to third parties (including affiliated companies) is excluded. The same applies to modifications under § 23 of the German Copyright Act (UrhG).
§ 11 Liability
(1) WMC is only liable for damages – regardless of the legal grounds – for intent and gross negligence. For simple negligence, WMC is only liable a) for damages arising from injury to life, body, or health, b) for damages resulting from a breach of a significant contractual obligation (an obligation that enables the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, liability is limited to compensation for foreseeable, typically occurring damages.
(2) Within the limits of Paragraph 1, WMC is not liable for data and program loss. Liability for data loss is limited to the typical recovery effort that would have occurred with regular and appropriate backup copies. Liability under the Product Liability Act and for any assumed guarantees remains unaffected.
(3) The customer is aware that third-party providers like Facebook or Google may remove individual advertising campaigns at any time based on their guidelines. WMC is not liable for such actions.
§ 12 Data Protection and Data Security
(1) The customer assures that when transmitting personal data to WMC, they comply with the provisions of the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG).
(2) The customer indemnifies WMC from liability for violations of the GDPR and the BDSG within the scope of the primary contract execution unless WMC is responsible for these violations.