inwebco / GTC

General Terms and Conditions

§1 General

1. these terms and conditions shall apply exclusively to all transactions between the client, hereinafter referred to as the client, and inwebco GmbH, hereinafter referred to as inwebco. Any other terms and conditions of the Customer shall only apply, even if they are stated in the order confirmation, if inwebco has given its express written consent.

2. inwebco GmbH shall provide its services exclusively on the basis of these General Terms and Conditions of Business. With the order confirmation to inwebco, our General Terms and Conditions shall be recognized to the exclusion of any other general terms and conditions, without the need for express consent. They shall apply to the entire business relationship, even if this has not been expressly agreed.

3. deviations from these terms and conditions require a written agreement.

§2 Offers and prices

1. all offers of inwebco GmbH shall be subject to change and shall be valid for 14 days from the date of the offer, unless otherwise stated. Only when written reference is made to the binding nature of inwebco's offer or a down payment is made shall this become binding for inwebco and the Customer. Conceptual changes and extensions to the scope of functions after the order has been placed shall be treated and invoiced separately. All prices include statutory taxes.

2. discounts or rebates shall only be granted by agreement.

3. payment by invoice is accepted as the method of payment. We reserve the right to make changes and additions that serve technical progress or do not significantly impair use. A contract shall only come into effect upon written order confirmation by inwebco.

4. if no price agreements have been made, the price agreement valid at the time of conclusion of the contract shall apply.

5. inwebco's time-based services shall generally be invoiced rounded to 15 minutes. Unless otherwise agreed, inwebco GmbH's services shall be invoiced on the basis of the work units documented within the time recording or in the ticket system. Billing shall be based on work units of 15 minutes. Partial work units shall be invoiced in full.

§3 Conclusion of contract

1. the information provided in the order confirmation and in these General Terms and Conditions shall apply to the execution of an order. The Client may accept this offer at its discretion within two weeks by sending an order confirmation or by sending or handing over the work ordered or commissioned to the Client within this period.

2. the dates and provisions stated in an order confirmation and in the order provided are binding for both contracting parties. They cannot be changed unilaterally without the consent of the other contracting party. If downtimes occur due to circumstances for which the client is responsible, the associated additional expenses shall be charged to the client. This shall also apply to the interruption and premature termination of an order, if inwebco is not responsible for the cause.

3. upon conclusion of a maintenance contract, the Customer undertakes to commission inwebco exclusively for changes or extensions to the maintenance object. inwebco undertakes to return the material provided to the Customer unchanged and without damage after completion of the order.

§4 Duty to cooperate

1. the Customer shall support inwebco in the fulfillment of its contractually owed services. This shall include, in particular, the timely provision of information, data material, workstations, development infrastructure as well as hardware and software, insofar as the cooperation services of the CU require this. The Principal shall instruct inwebco in detail with regard to the services to be provided by inwebco.

2. the Customer shall provide the required number of its own employees for the implementation of the contractual relationship, who have the required specialist knowledge.

3. if the CU has undertaken to procure materials (image, sound, text or similar) for inwebco as part of the execution of the contract, the CU shall make these available to inwebco immediately and in a standard, directly usable, preferably digital format. If it is necessary to convert the material provided by the Customer into another format, the Customer shall bear the costs incurred for this. The Principal shall ensure that inwebco receives the rights required to use these materials.

4. the Customer shall perform the acts or duties of cooperation incumbent upon it free of charge, in full and in good time so that inwebco can perform the service to be rendered without delay or within the agreed deadlines or dates. Failure to deliver agreed preliminary services on time may result in the deadline being postponed. The Principal shall be informed accordingly. This can also be done verbally.

§5 Deadlines, acceptance, delay, obligation to inspect and acceptance

1. binding delivery dates and deadlines shall require a separate agreement and shall be determined jointly by inwebco and the CU. In the event of force majeure, another circumstance unavoidable for inwebco, also if such an event occurs at a subcontractor of inwebco or an obstruction falling within the sphere of risk of the Customer, the delivery dates and deadlines shall be extended by the period of the obstruction plus a reasonable surcharge for the resumption of performance.

2. services rendered must be inspected within 7 days of delivery and any complaints must be reported. If the customer does not declare acceptance in due time, the service shall be deemed to have been accepted upon expiry of the 7-day period, unless the customer has stated in writing which specific defects are to be remedied.

§6 Terms of payment and default of payment

1. inwebco shall invoice the Customer for the services agreed in the individual customer contract plus annexes at the rates and fees stated in the annexes. The invoices of inwebco GmbH shall be due for payment immediately, without deductions and upon receipt of the invoice by the Customer. All prices quoted shall be net prices, plus the VAT applicable at that time. Delivered goods and services shall remain the property of inwebco until payment has been made in full.

2. invoicing shall take place on the basis of the documented working time at the end of each month in partial invoices, in the case of acceptance by the Customer in the current month or - insofar as acceptance contradicts the nature of this service - after the service has been provided.

3. inwebco may demand interest of 4% above the discount rate of the Deutsche Bundesbank as compensation from the due date of payment during a delay in payment by the CU without special proof. inwebco reserves the right to assert further claims due to delay in payment. If the Customer is more than two months in arrears with payment of an invoice, inwebco may terminate the contract without notice. inwebco shall also be entitled to block the system and discontinue all services in the event of payment arrears of more than two months.

4. should cost increases occur up to and during the execution of the order, these shall be communicated to the Customer in good time. Only in this case shall the Customer be granted the right to withdraw from an existing contract between it and inwebco.

§7 Confidentiality

The contractual partners undertake to treat all knowledge of confidential information and trade secrets of the respective other contractual partner obtained within the framework of the offer and/or contract phase as confidential for an unlimited period of time and only to use it within the framework of the fulfillment of the contract. This also applies to agreed deviations from the terms of payment and the amount of discounts granted.

§8 Advertising permission

inwebco shall be entitled to use the name of the Principal, a project description as well as logo, image material etc. of the service - insofar as this is or was accessible to the (specialist) public - as a reference in any form within the framework of company advertising.

§9 Non-solicitation clause

1. the Principal undertakes not to entice away any employees of inwebco GmbH during the duration of the cooperation between the parties and for a period of 24 months thereafter, to hire them without the consent of inwebco GmbH or to make use of them directly or indirectly in any other way. For each case of culpable infringement, the client undertakes to pay a contractual penalty of EUR 50,000.

2. if the Principal assumes the role of a lead agency and inwebco works on behalf of the Principal for a customer of the Principal, the non-solicitation clause shall also extend to corresponding customers of the Principal. This shall also apply if a contract exists between inwebco and the Principal and not between inwebco and the corresponding customer of the Principal. In this case, the Customer shall ensure that a corresponding agreement on the non-solicitation clause is established between the Customer and the customer for whom inwebco is working on behalf of the Customer.

§10 Use by third parties

1. the Customer shall be obliged to observe the copyright and rights of third parties with regard to the data made available to us and must have permission for the publication and/or modification of this data. The client is responsible for providing the necessary proof of the actual harmlessness of the content.

2. any use of the services of inwebco by third parties shall require a separate written agreement. The Customer shall have no claim to inwebco permitting use by third parties. If the Customer breaches this obligation, inwebco may terminate the contractual relationship without notice following an unsuccessful warning.

§11 Warranty and liability

1. the services provided by inwebco shall generally be based on the specifications of the client. The Customer shall be solely responsible for errors, misunderstandings and changes which are attributable to incorrect or incomplete information provided by the Customer. The Principal shall indemnify inwebco against all possible claims by third parties, insofar as the service by inwebco giving rise to the claim is based on the templates provided by the Principal.

2. defects in the services of inwebco must be asserted in writing immediately after becoming aware of them. Otherwise, warranty claims shall be excluded. In the event of fault in the performance of the service to be provided, inwebco shall be liable up to the amount of the invoice for the order in question. Further claims for damages arising from breach of contract, from breach of duties during contract negotiations and from tortious acts as well as further warranty claims shall be excluded.

3. inwebco shall not assume any legal review for the texts, designs and measures created. The Customer shall be solely responsible for the legality and legal conformity of the content. inwebco shall not be liable for the information transmitted via its services. It guarantees neither its completeness, accuracy or topicality nor its freedom from third-party rights.

4. inwebco shall not be liable for damage caused by unlawful acts by other Customers of inwebco.

5. in the event of failure of network services due to a disruption which lies outside the area of responsibility of inwebco, no reimbursement of fees shall be made.

6. inwebco shall provide a warranty for programs and web pages created by inwebco for the Customer at its discretion by means of rectification or replacement delivery. If rectification or replacement delivery remain unsuccessful, the Customer may demand that the remuneration agreed for the programming work be reduced or that the contract be rescinded in this respect. No warranty shall be assumed for programs or websites that have been modified, extended or damaged, unless the modification, extension or damage was not the cause of the defect.

7. inwebco shall be liable, if commissioned, for ensuring that the Customer's data is properly transferred to the server. The Customer must verify this after completion. Before the websites are activated in the network or after updates, the Customer shall inspect these and give its consent to inwebco in writing within one week for activation. inwebco shall not be liable for any changes subsequently made by the Customer itself or by third parties. inwebco shall not be liable for technical failures. This includes data transfer in the network and defects in the server.

§12 Copyrights

inwebco shall be entitled to the copyright exploitation rights to the websites. If inwebco has produced or created graphics or image material for the layout itself, the necessary aids (drafts, photo negatives etc.) shall remain the property of inwebco. If material was made available to inwebco in any form by the Customer itself for the production of the websites, the Customer shall assure that it is the owner of the copyrights to the material made available and that it has been granted the use of these copyrights by the entitled party.

§13 Right of use

The Principal shall use the services provided by inwebco exclusively for the previously agreed purpose. Any further use must be agreed in writing and regulated for copyright reasons.

§14 Additional provisions

After termination of the contractual relationship by receipt of payment and handover of the pages to the Customer, we shall assume no guarantee for errors caused by interventions by the Customer or by the influence of third parties. Upon receipt of the service, the Customer shall satisfy itself that the services produced by inwebco function under the previously defined test conditions. Registration with search engines shall be carried out by inwebco to the best of its ability. However, we assume no guarantee for the success of the registration.

§15 Place of fulfillment and jurisdiction

For any legal disputes arising from or in connection with this contract, the contracting parties agree that the exclusive place of jurisdiction shall be the competent court for Arnsberg.German law shall apply exclusively to the exclusion of the UN Convention on Contracts for the International Sale of Goods, even if German law refers to it. This shall also apply if the client has its registered office abroad. However, international reference standards shall not apply.

§Section 16 Severability clause

Should any provision of this contract be invalid or ineffective, the contracting parties shall mutually agree on a valid or effective provision as a substitute, which comes closest to the invalid or ineffective provision in terms of content and economy. The invalidity or ineffectiveness of a provision has no effect on the validity or effectiveness of the entire agreement.

Status 11/21/2017