Terms and Conditions of the 4millions GmbH
translation for information purposes
1. Subject matter and scope
The following terms and conditions apply to all contracts concluded between the 4millions GmbH and the client. Deviating conditions of the client that have not been explicitly accepted by the 4millions GmbH, shall not become contents of the contract even if the 4millions GmbH does not explicitly and separately contradict them.
4millions GmbH provides consulting, conception, editing, media sales as well technical services in the area of digital and print media.
2. Contract formation, service provision by third parties
All service offers of 4millions GmbH are subject to change and non-binding.
Contracts that 4millions GmbH concludes with its clients only come into effect after an order confirmation from 4millions GmbH.
4millions GmbH has the right to commission third parties to provide the entire service or single parts of the service, if necessary.
3. Service obligations 4millions
The specific service obligations of 4millions GmbH result from the particular concluded contract. 4millions GmbH counsels the clients both in regard to creative possibilities and possible functionalities of the service considering the target audiences that shall be addressed by the provided service as well as the objectives that the client pursues by the service order.
Knowledge specific to the branch is not expected from 4millions GmbH. 4millions GmbH is, without a respective agreement, not obliged to obtain specific knowledge regarding habits and user behaviour of persons that are part of the clients target audience by inquiries, investigation or other market research means.
4. Cooperation duties of the client
The client appoints a person in authority responsible for coordination and management of the provided service, who is enabled to issue and accept binding declarations in regard to the provided service. The person in authority or this person’s substitution must be available by telephone or e-mail for 4millions GmbH during the common working hours.
If the performance of a contract requires the client to provide materials, these must be provided for 4 millions free of third-parties rights in a common format. In the case of an enforcement of third-parties rights the client binds himself to dispense 4millions GmbH from the liability. This also includes the costs of legal defence.
In general, a fixed price is agreed upon in respect to the volume of orders, possibly in progressing segments. In the case that no fixed price is agreed upon, 4millions GmbH invoices deliveries and services on the basis of the actual time and material expenses plus travel expenses as well as possible expenses for telephone, telefax, courier, data storage devices, prints/copies as well as fixed installation fees.
Subsequent alterations of services issued by the client regarding contracts at a fixed price enable 4millions GmbH to charge the additional expenses, provided that 4millions GmbH hast informed the client about the additional expenses.
The invoices of 4millions GmbH are due within 14 day starting from the date of invoicing without any deductions. 4millions GmbH is allowed to issue interim invoices. If invoices are not met within 14 days, the client is automatically in default and must recompensate for any damages caused by the default. Per each dunning letter 4millions GmbH is allowed to charge a dunning fee of 2.50 EUR.
The agreed prices shall be understood in addition to legal turnover tax. The client can only offset claims that are undisputed and legally determined.
6. Copyright/Rights of use
Any drafts, concepts, documents etc. of 4millions GmbH are copyrighted works according to the copyright law, even if they do not fulfil the requirements of § 2 UrhG (Copyright). Any services of 4millions GmbH may not be used or edited in a way exceeding the contract purpose without the consent of 4millions GmbH.
Any rights of use and if agreed property rights demise to the client after complete payment. In the case of transfer or rights, the scope of the transfer is determined in local, temporal and contentual regard exclusively by contractual agreements or the contract purpose ((§ 31 Abs. 5 UrhG (Copyright) shall apply accordingly). The client allows 4millions GmbH to use the service as a reference for own advertising purposes and use screenshots for this purpose.
If 4millions GmbH incorporates external software or other products, such as images, sound files etc. into the complete solution according to the contract, the granting of rights is principally not included in the agreement. Possible obtaining of rights behove the client.
Claims for damages against 4millions GmbH are excluded independently from the legal ground, unless 4millions acted deliberately or recklessly, if there is a physical injury or the damage is caused by the lack of guaranteed features or the breach of contractual obligations (cardinal obligation). Cardinal obligations are obligations of which fulfilment enables the orderly implementation of the contract in the first place und of which compliance the contract partner can rely on regularly. The liability limitation is also valid in the case of the culpability of a vicarious agent of 4millions GmbH.
The claim for damages for the breach of essential contractual obligations, however, is on the merits limited to typical to the contract and foreseeable damage. 4millions GmbH is not especially not liable for damages that are in the clients sphere or were caused by malfunctioning of communication networks external providers or external content providers are not able to carry out services seasonably or in general.
If legally applicable, liability claims or claims for damages become time-barred within one year after notice or reckless ignorance of existence of liability premises.
If not agreed otherwise, the client and 4millions GmbH are allowed anytime to terminate the contractual relationship in written form with a period of notice of three months to the end of month. In this case the stipulation of § 649 BGB (federal law) applies. In any case every client bears all financial expenses established to the date of termination as well as in the case of inclusion of third parties all legally justified and terminable liabilities of 4millions GmbH. 4millions GmbH is allowed to charge the agreed fees for the service phase within which the termination was issued. Further claims of 4millions GmbH remain unaffected.
The receipt oh the termination letter by the counterparty is decisive for the date of termination. Rights to extraordinary termination remain unaffected.
9. Final clauses
Exclusively German law with exclusion of the UN Sales Convention is applicable to the present contract.
The place of jurisdiction for all controversies that arise from or in context with the closed contract is the site of 4millions GmbH.
In the case that single provisions are or become void, the effectiveness of the remainder remains unaffected. The void provision shall be replaced by a regulation that most closely approximates the economic purpose of the inapplicable regulation.
as from May 2019