1. Subject matter and scope
The following terms and conditions apply to all contracts between 4millions GmbH and its clients. Alterations in the terms and conditions by the client, given that 4millions GmbH does not explicitly agree to them, will not become contractual terms, even if 4millions GmbH does not directly express opposition.
4millions GmbH provides consulting, conception, editing and marketing as well as technical services in the field of digital and printed media offers.
2. Conclusion of contract, provision of services by third parties
All offers from 4millions GmbH are subject to change and non-binding.
Contracts that 4millions GmbH concludes with its customers only come into existence with the order confirmation from 4millions GmbH.
4millions GmbH is entitled to commission third parties with the provision of the entire service or individual service parts, insofar as this is necessary.
3. Obligations of contract 4millions
4millions GmbH’s obligations of contract are derived from individually concluded contracts. 4millions GmbH advises the client on both the creative possibilities and the possible functionalities of the service, while considering the target groups that are to be addressed by the service provided, and what purposes the client is pursuing with the order.
Industry-specific knowledge is not expected from 4millions GmbH. Without a corresponding agreement, 4millions GmbH is not obliged to gain specific knowledge about the habits and user behavior of people aimed at the client’s target groups through surveys, investigations or other means of market research.
4. Client’s duty to cooperate
For the sake of coordination and steering of the agreed upon services, the client will name and issue a party who is given the responsibility of making and receiving binding declarations about the service to be provided. The party given this responsibility must be available for 4millions GmbH during normal working hours by phone or email.
If materials are to be provided by the client for the performance of the contract, these are to be made available to 4millions GmbH free of third-party rights in a common format. In the event of the assertion of third-party rights, the customer undertakes to indemnify 4millions GmbH from liability. This also includes the cost of legal defense.
As a rule, a fixed price agreement is made for the order volume, if necessary in stages. If no fixed price has been agreed, 4millions GmbH calculates deliveries and services on the basis of the time and material expenditure actually incurred, plus travel costs and any necessary acquisition of third-party products, rights and expenses for telephone, fax, courier, data carriers, printouts / copies and set-up fees.
Subsequent changes to services by the client at a fixed price entitle 4millions GmbH to charge the additional effort if 4millions GmbH has previously informed the customer of the additional effort.
The invoices issued by 4millions GmbH are due within 14 days of invoicing without any deductions. 4millions GmbH is entitled to issue interim accounts. If invoices are not settled within 14 days, the customer is automatically in default and has to compensate 4millions GmbH for any damage caused by default. 4millions GmbH is entitled to charge a reminder fee of EUR 2.50 per reminder.
The agreed prices are exclusive of statutory sales tax. The customer can only offset claims that are undisputed or have been legally established.
6. Copyright / Right of Use
All drafts, concepts, documents, etc. made by 4millions GmbH are works protected by copyright in the sense of copyright law, even if they do not meet the requirements of § 2 UrhG. All services from 4millions GmbH may not be used or processed beyond the contractual purpose without the consent of 4millions GmbH.
All rights of use and, if agreed, ownership rights are only transferred to the client after the agreed remuneration has been paid in full. In the case of a transfer of rights, the scope of the assignment in terms of space, time and content is based exclusively on the contractual agreements or the purpose of the contract (Section 31 (5) UrhG applies accordingly). The client allows 4millions GmbH to use the service as a reference for its own advertising purposes and to use screenshots.
Insofar as 4millions GmbH integrates third-party software or other products such as image files, sound files, etc. into the overall solution as agreed, the granting of rights is generally not covered by the agreement. The client is responsible for obtaining any legal rights.
Claims for damages against 4millions GmbH are excluded regardless of the legal basis, unless 4millions GmbH has acted with intent or gross negligence, there is physical damage or the damage is due to the lack of guaranteed properties or the breach of a contractual obligation (cardinal obligation). Cardinal obligations are those obligations whose fulfillment enables the proper execution of the contract in the first place and on whose compliance the contractual partner can regularly rely. The limitation of liability also applies in the event of the fault of a vicarious agent of 4millions GmbH.
The claim for damages for the breach of essential contractual obligations is, however, basically limited to the foreseeable damage typical for the contract. In particular, 4millions GmbH is not liable for damages that are in the customer’s sphere or caused by the disruption of the communication networks of other operators, or external content providers are unable to provide content or other services on time or at all.
As far as legally permissible, the liability claims or claims for damages expire within one year after knowledge or grossly negligent ignorance of the existence of the liability requirements.
Unless otherwise agreed, the customer and 4millions GmbH are entitled at any time to terminate the contractual relationship in writing with a notice period of three months to the end of the month. In this case, the provision of § 649 BGB applies. In any case, the customer bears all proven expenses up to the time of termination and, if third parties are involved, all legally justified and no longer solvable obligations of 4millions GmbH. 4millions GmbH is entitled to demand the fee agreed for the respective service phase within which the termination takes place. Any further claims by 4millions GmbH remain unaffected.
The receipt of the letter of termination by the other party is decisive for the time of termination. Extraordinary termination rights remain unaffected.
9. Final provisions
German law is exclusively applicable to the present contract, excluding the UN sales law.
The place of jurisdiction for all disputes arising from or in connection with the concluded contract is the seat of 4millions GmbH.
Should individual provisions be or become ineffective, the effectiveness of the rest remains unaffected. Instead of the ineffective provision, a regulation comes into effect that comes closest to the economic purpose of the omitted regulation.
Last updated: Dece,ber 2021