§ 1 Subject matter of the contract, scope of application, amendment
detailM GmbH, represented by Managing Director Robert Kolloch, Weinmeisterstrasse 12-14, 10178 Berlin – hereinafter referred to as “detailM” – is a digital agency group that supports small to medium-sized companies across all industries in all matters relating to search engine advertising and search engine optimization, as well as carrying out programming on behalf of customers and offering training.
The following terms and conditions conclusively govern the contractual relationship between detailM and the respective customer and apply exclusively. Any terms and conditions of the customer that conflict with or deviate from these terms and conditions shall not be recognized unless detailM has expressly agreed to them in individual cases.
A contract is only concluded when the order confirmation is countersigned by the customer or by confirmation in text form.
These terms and conditions only apply to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). Accordingly, an entrepreneur is a natural or legal person or a partnership with legal capacity that acts in the exercise of its commercial or independent professional activity when concluding a legal transaction. By submitting a declaration of intent aimed at concluding a contract, the Customer warrants that it is an entrepreneur or that it is submitting a declaration of intent as an authorized representative of an entrepreneur or company. detailM is entitled to demand suitable proof of the Customer’s entrepreneurial status at any time. If the entrepreneur is a natural person, they must be of legal age and have unlimited legal capacity.
All prices quoted by detailM are net prices plus statutory VAT.
In the event of collisions within the contractual relationships between the parties, the following order of precedence shall apply:
Individual agreements
the special conditions of these terms and conditions
the general conditions of these terms and conditions
the statutory regulations.
the contract language is German.
§ 2 Changes
detailM reserves the right to amend the General Terms and Conditions at any time without stating reasons within a reasonable period of notice. detailM shall notify the Customer of the planned amendments by email and set a reasonable deadline for the Customer to accept or reject the amendment. If the customer does not object to the amended terms and conditions within the deadline set by detailM, the amended terms and conditions shall be deemed accepted. If the Customer objects to the amended terms and conditions within the deadline, both contracting parties shall be entitled to terminate the contract at the time at which the amended General Terms and Conditions are to enter into force. detailM shall draw the Customer’s attention to these legal consequences in the notice of amendment.
§ 3 Services provided by detailM
The agreed services of detailM can be found in the offer and/or the respective specifications and/or any additional agreements. detailM shall provide its services in accordance with the current state of the art.
detailM is not obliged to check whether the services commissioned by the Customer violate the rights of third parties, in particular trademark rights and copyrights, unless detailM is aware of this or is grossly negligent in its ignorance.
detailM is therefore always entitled to commission third parties, in particular subcontractors, to provide services.
§ 4 Obligations of the customer
The customer is obliged to provide complete and truthful information when concluding the contract. Should there be any changes, these must be communicated to detailM immediately.
The Customer warrants its cooperation for the agreed services to be provided by detailM.
The Customer warrants that it holds the corresponding rights of use to all documents, data, images, texts and content that it provides to detailM to fulfill its contractual obligations and grants detailM the necessary rights of use to provide its contractually agreed services.
The customer is also obliged to use the services and/or products of detailM only for the contractual purposes.
The customer is obliged to regularly check his settings and
§ 5 Force majeure
detailM shall be released from its obligation to perform in cases of force majeure. Force majeure shall include all unforeseen events as well as events whose effects on the fulfillment of the contract are not the responsibility of either party. These events include, in particular, lawful industrial action, including in third-party companies, as well as official measures.
§ 6 Liability
detailM shall be liable without limitation for damage caused intentionally or by gross negligence, in the event of fraudulent concealment of defects, in the event of the assumption of a guarantee of quality, for claims based on the Product Liability Act and for injury to life, limb or health.
detailM shall only be liable for other damages if an obligation is violated, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the Customer may regularly rely (cardinal obligations) or if it is a risk that can be controlled by detailM alone.
In the cases of paragraph 7, liability is limited to the typically foreseeable damage.
The above limitations of liability shall also apply to detailM’s vicarious agents.
Within the scope of application of the Telecommunications Customer Protection Ordinance (TKV), the liability regulation of § 7 Para. 2 TKV remains unaffected in any case.
§ 7 Final provisions
These Terms and Conditions are governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
If the parties are registered traders, the place of jurisdiction for all disputes arising from or in connection with this contract shall be the city of the registered office of detailM.
Should one or more clauses of these terms and conditions be wholly or partially invalid, this shall not affect the validity of the remaining provisions.
b. Special conditions
I. Services
§ 1 Services provided by detailM
detailM only provides services in the context of search engine advertising, search engine optimization, affiliate marketing, social media marketing and conversion rate optimization, so that no success is owed here.
detailM does not guarantee customers any specific positions, sales, leads or traffic due to its dependence on search engines, social media channels and affiliate measures.
§ 2 Contract terms, termination
In principle, contracts for the provision of services are concluded for a period of one month, unless otherwise agreed in the offer.
The contract can be terminated at any time with a notice period of 2 weeks to the end of the respective contract period.
If a confirmed order is terminated prematurely, detailM may claim the fees owed for the duration of the order as compensation for project planning and holding costs.
§ 3 Terms of payment, default
The customer receives an invoice for the previous month for search engine optimization and search engine advertising. This is due for payment within 10 days.
If the customer defaults on payment, detailM shall be entitled to withhold its further services until all outstanding claims have been settled.
The assertion of further claims remains unaffected by this.
II Programming
§ 1 Services of detailM
The agreed programming services of detailM can be found in the offer and/or the respective specifications and/or any additional agreements. detailM shall provide its services in accordance with the current state of the art.
detailM shall commence performance of the agreed services no later than 2 months after order confirmation, unless expressly agreed otherwise.
§ 2 License conditions
detailM shall grant the customer the rights of use necessary for the purpose of the contract with regard to the work created, subject to the condition precedent of fulfillment of all payment obligations under B. II. § 5 (100% payment), detailM shall grant the customer the rights of use necessary for the purpose of the contract with regard to the work created. The customer shall receive a non-exclusive right of use, unlimited in time and space.
The customer undertakes not to remove copyright notices and proprietary notices of detailM.
The installation and/or implementation and/or uploading of the website is not part of the contract unless expressly agreed.
The customer is not entitled to receive the source code unless this has been expressly agreed.
It should be noted that all photographs that detailM acquires from image databases, such as Fotolia, are not suitable for use in social media for licensing reasons. They may only be used in the form implemented by detailM. The Customer shall indemnify detailM against all claims in the event of justified claims by third parties due to a breach of this condition.
detailM points out that, in the case of various image databases, use of the photos by the Customer is only permitted if detailM transfers the license to the respective photo. detailM shall grant the Customer the rights of use necessary for the purpose of the contract with regard to the created work subject to the condition precedent of fulfilment of all payment obligations under Section 5 (100% payment). The rights shall be granted to the legally permissible extent on the basis of the license conditions of the respective provider, which detailM shall name to the Customer. The Customer undertakes to comply with these conditions and to indemnify detailM against all claims in the event of justified claims by third parties due to a breach of this condition.
§ 3 Acceptance
detailM shall provide the Customer with a program copy/other copy in coded and integrated form or in another manner corresponding to the purpose of the contract in order to carry out the functional test of the website/programming created, as specified in the specifications in terms of type, scope and duration. If the functional test shows that detailM’s services correspond to the service description in the specifications, the customer shall immediately declare acceptance in text form.
If the customer does not declare acceptance within two weeks, the website shall be deemed to have been accepted two weeks after delivery if the customer does not provide sufficient reasons for extending the functional test.
§ 4 Warranty and liability
In principle, the statutory provisions apply with the extensions and exceptions listed in this paragraph. However, the prerequisite for the warranty is use in accordance with the contract.
In order to be effective, a guarantee declaration must be made in writing by detailM.
The customer must notify detailM of obvious errors within a period of two weeks from discovery of the error, even if he is not a merchant. Failure to comply with this deadline shall invalidate the customer’s warranty rights with regard to these errors. The commercial customer’s obligations to inspect and give notice of defects remain unaffected. Incorrect and short deliveries must be reported immediately, even in the case of significant deviations.
In the event of a defect, detailM shall be entitled to fulfill an existing warranty obligation through supplementary performance. detailM may choose to provide supplementary performance through subsequent delivery or rectification of defects. If necessary, the Customer shall grant detailM access to the software/website during normal business hours for the purpose of rectifying the defect. The customer may only withdraw from the contract or reduce the purchase price in proportion to the impairment (reduction) if the rectification fails twice or has not taken place within the aforementioned period or if subsequent delivery is not possible. This warranty obligation does not cover errors in the software/website caused by the customer or a third party. The customer’s statutory claims for damages remain unaffected. The customer’s warranty claims shall expire within a period of one year from the transfer of risk.
detailM does not guarantee that the programming/website provided meets the specific requirements of the customer. The same applies to errors caused by third-party hardware or software or other third-party influences, such as damage caused by imported malware (e.g. viruses) or DOS attacks.
§ 5 Terms of payment
The amount of the remuneration is specified in the order confirmation.
detailM shall send the customer an invoice for the partial amounts resulting from the hours spent. This invoice shall be due for payment within 10 days of receipt. The Customer shall automatically be in default 20 days after receipt of the invoice. For the period of default, detailM shall be entitled to withhold its further services. Any further claims arising from default shall remain unaffected by this.
§ 6 Post-contractual obligations
Upon termination of the contract, detailM shall return all documents provided to it upon signing the contract or provide evidence that these documents have been properly destroyed. Existing databases and programs must be physically deleted.
Insofar as documentation serves as proof of proper data processing, it must be retained by detailM beyond the end of the contract in accordance with the respective retention period.
Both parties shall maintain confidentiality regarding data and other information that becomes known to them in connection with the order, even after the end of the contract term.
III Training courses
§ 1 Services provided by detailM
detailM organizes training courses in search engine optimization and search engine advertising at the request of customers. The scope of the training courses depends on the specific training offer.
§ 2 Cancellations
If the customer cancels the training course up to 1 week before the start, the customer is obliged to pay 50% of the agreed remuneration.
If the customer cancels the training within a period of one week before the start of the training, 100% of the agreed remuneration must be paid.
If detailM must cancel the training due to illness or similar. detailM’s sphere of risk, detailM shall offer the Customer alternative dates for the training course as soon as possible.
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