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General Terms and Conditions of Business

General Terms and Conditions of ALLEHERZEN GmbH 

Status: December 14, 2022

§ 1 General

The following General Terms and Conditions (GTC) are an integral part of all contracts (in written as well as electronic form) with ALLEHERZEN GmbH, Alwinenstraße 3, 65189 Wiesbaden, Germany (hereinafter: ALLEHERZEN). Deviating GTCs of the national and international contractual partners shall not become part of the contract. Subsidiary agreements and other deviations from contracts, licensing conditions or from these GTC must be in writing. Verbal statements shall not be binding as a matter of principle.

§ 2 Offer

All offers are – unless otherwise stated – subject to change and non-binding. All prices are net plus statutory value added tax.

§ 3 Placing of order 

The order must be placed in writing or by email. Orders placed by the client shall be accepted by ALLEHERZEN by written order confirmation by e-mail or letter post. Internet orders (by e-mail/form mailing) shall also be binding for the client without signature.

§ 4 Terms of payment 

For all projects we charge 50% cash in advance with due date at acceptance of the offer as well as further 50% at delivery of the object of the offer. In the case of long-term projects, monthly payments on account or milestone invoices can also be agreed individually. In the case of purchases and orders from third parties on behalf of the customer, ALLEHERZEN shall charge the customer an additional 15% of the net order value as a handling fee. Unless otherwise agreed, all invoices shall be paid in full and without deductions immediately, but no later than 14 days after receipt of the invoice. If the payment deadlines are exceeded, ALLEHERZEN shall be entitled to charge the statutory default interest.

§ 5 Retention of title 

Delivered goods and all rights associated therewith shall remain the property of ALLEHERZEN until the agreed price has been paid in full. Until this point in time, the seller shall be subject to a prohibition of disposal with regard to the goods that have become the subject of the contract.

§ 6 Copyright and right of use / Copyright 

The copyright for published objects created by ALLEHERZEN (Internet pages, designs, graphics, photos, etc.) remains solely with ALLEHERZEN. Unless otherwise agreed, the client shall receive the rights of use for the objects created upon payment in full. Any reproduction or use of such objects in other electronic or printed publications, in particular on other websites, is not permitted without the express consent of ALLEHERZEN. 

ALLEHERZEN shall be exclusively entitled to the comprehensive copyright with all powers pursuant to §12 to §27 UrhG (German Copyright Act) to all documents, information and contractual objects created within the scope of the contract initiation and – including warranty and maintenance, unless otherwise agreed in writing. ALLEHERZEN shall grant the customer a simple and – unless otherwise agreed in writing – non-exclusive right of use in accordance with Section 31 II of the German Copyright Act (UrhG). The use may only be for company purposes, not for the purposes of third parties. Delivered drafts and final artwork may not be changed either in the original or in reproduction without the express (written) consent of ALLEHERZEN. Any imitation – also in and of parts – is inadmissible. A violation of this provision entitles ALLEHERZEN to demand a contractual penalty in the amount of double the agreed remuneration. If such remuneration has not been agreed, the remuneration customary under the collective agreement for design services SDSt/AGD (latest version) shall be deemed to have been agreed. 

Unless otherwise agreed individually and in writing, ALLEHERZEN shall have the right to be named on the reproductions and in publications about the product as its author. In addition, ALLEHERZEN reserves the right to name the customer, the order or the workpiece in the context of its own references and marketing activities. Any infringement of the right to be named shall entitle the customer to damages. Without proof, ALLEHERZEN may demand 100% of the agreed remuneration or the remuneration customary under the collective agreement for design services SDSt/AGD (latest version) in addition thereto as compensation for damages. Proposals and instructions of the client or its employees and agents shall have no influence on the amount of the remuneration. They do not constitute a joint copyright. 

The release of open files is not part of the contract, unless it is explicitly agreed in writing as part of the contract. If the release of open data is desired, this can be agreed in a separate contract and for a fee to be negotiated. Upon surrender of the open data, ALLEHERZEN’s warranty obligations and liability for material defects for all documents surrendered shall expire. Image rights, fonts or other components used which are licensed by ALLEHERZEN and which affect the rights of third parties shall not be transferred with the surrender of open data. The recipient of the open data must acquire any required licenses himself and at his own expense to ensure proper use in accordance with licensing law.

§ 7 Specifications of the Customer / Requirements Specification 

Requests and specifications of the customer that are to be taken into account in the production of the subject matter of the contract must always be made in writing. If necessary, the scope of services shall be extended by additional orders at reasonable remuneration. Additional orders shall be concluded in writing.

§ 8 Delivery periods 

Delivery dates shall be subject to agreement. For the duration of the examination of drafts, demos, test versions etc. by the client, the delivery time is interrupted in each case. The interruption shall be counted from the day of notification of the client until the day of receipt of the client’s statement. If the client requests changes to the order after the order has been placed, which affect the production time, the delivery time shall be extended accordingly. In the event of a delay in delivery, the client shall in any case only be entitled to exercise the rights to which he is entitled by law after setting a reasonable grace period of at least two weeks.

§ 9 Corrections / Acceptance / Complaints 

Corrections and changes, insofar as they do not exceed 10% of the pure development costs, are included in the flat-rate offer prices. In the event that such costs are exceeded, ALLEHERZEN shall inform the customer in advance and coordinate further action with the customer. Requests for changes must be made in writing. No liability can be accepted for changes made orally or by telephone. Corrections that entail design changes and are requested after the completion of the design phase and approval by the customer will be charged by the hour and for the work required for this. 

Acceptance will be made in writing or by email with a release note. If no detailed written notice of defects is received within a period of 14 days after delivery of the project results, the delivered project results shall be deemed accepted or released. Vacation periods do not interrupt these regulations. They must be announced by both parties in good time. A lead time of two weeks shall be considered as timely. Any complaints must be made immediately after receipt of the work results.

§ 10 Presentation of web content 

The user/viewer has individual setting options in the browser (viewing software for Internet pages) which can change the way the pages are displayed. The various browsers also interpret the source code differently in some cases, which can lead to different display modes. ALLEHERZEN therefore does not guarantee or warrant that the HTML documents will be displayed completely identically with all browsers.

§ 11 Search engines 

Entries in search engines shall be made in direct consultation with the customer/client. However, no guarantee or warranty can be assumed for a desired entry in the search services.

§ 12 Media production 

The client must check the delivered goods as well as the preliminary and interim certificates sent for correction in every case. The risk of any errors shall pass to the customer upon the declaration of readiness for printing, unless these are errors that only occurred or could only be detected in the production process following the declaration of readiness for printing. The same applies to all other declarations of release by the client.

§ 13 Exclusions of liability 

ALLEHERZEN shall not assume any liability for the content of the materials provided. The Client shall carefully check the materials provided for correctness of content and shall be fully and exclusively liable for any claims arising from copyright infringements of the rights of third parties. ALLEHERZEN is expressly not liable in the area of web hosting for damage caused by third parties or force majeure (server failure, hacker attack, operational failure or strike) at the hosting provider.

§ 14 Warranty 

All information about suitability, processing and application of the products, technical advice and other information are given to the best of our knowledge, but do not release the buyer from his own inspections and tests. 

The Buyer shall inspect the delivered goods immediately upon receipt for defects with regard to quality and intended use – if reasonable also by means of a test processing – otherwise the goods shall be deemed to have been approved. Complaints will only be considered if they are made in writing within eight days of receipt of the goods – in the case of hidden defects after their discovery, but no later than six months after receipt of the goods – together with supporting documents.

The warranty obligation shall be limited to replacement delivery, redhibitory action, reduction in price or rectification of defects, at the discretion of ALLEHERZEN. Goods which are the subject of a complaint may only be returned with express consent.

§ 15 Data security 

The client shall indemnify ALLEHERZEN against all claims by third parties with regard to the data provided. Insofar as data is transferred to ALLEHERZEN – in whatever form – the customer shall make backup copies. Customers of ALLEHERZEN agree that personal data may be stored electronically and utilized within the scope of order processing.

§ 16 Assignment 

The customer may not assign claims arising from this contract to third parties.

§ 17 Severability 

Clause If individual parts of the contract are invalid, the rest of the contract shall remain in force. In this case, the contracting parties shall be obliged to make arrangements with regard to the ineffective parts which come as close as possible to the economically intended result.

§ 18 Place of Jurisdiction 

The place of jurisdiction for both contracting parties is Wiesbaden.