General Terms and Conditions of LOTS OF DOTS MediaGroup. AG
§ 1 Conclusion of contract
For contracts with the LOTS OF DOTS MediaGroup. AG shall be governed exclusively by these General Terms and Conditions. Any deviating provisions in the customer's general terms and conditions are therefore expressly rejected.
Offers of the LOTS OF DOTS MediaGroup. AG in brochures, advertisements, etc. are - also with regard to price quotations - subject to change and non-binding, unless a binding assurance is expressly given.
The offers of LOTS OF DOTS MediaGroup. AG are subject to change and non-binding, unless a binding assurance is expressly given.
The LOTS OF DOTS MediaGroup. AG researches and calculates its work carefully. The customer is therefore bound to his order for 90 days. Should the LOTS OF DOTS MediaGroup. AG does not refuse acceptance within 14 days of receipt of the order, confirmation shall be deemed to have been given.
Mündliche side agreements are ineffective. Any amendments to the terms and conditions, including this written form clause, must be made in writing.
The observance of a performance period is dependent on timely self-delivery.
§ 2 Scope of performance
The LOTS OF DOTS MediaGroup. AG offers the following services: Pre-press service, other graphic services, programming, operation of browser-supported system solutions with all the necessary services.
The LOTS OF DOTS MediaGroup. AG provides its services according to the wishes and specifications of the customer. Installation, instruction and training are only part of the service obligations if this has been agreed. LOTS OF DOTS MediaGroup. AG shall only be obliged to take into account requests for changes and extensions. AG shall only take them into account if they are necessary for technical reasons in order to achieve the purpose of the contract.
In the event of a significant change in the contractual obligations for the purpose of adapting to the needs of the customer, LOTS OF DOTS MediaGroup. AG may charge the customer for the necessary additional expenditure. This also applies to a comprehensive examination of whether and under what conditions the change or extension is feasible, insofar as LOTS OF DOTS MediaGroup. AG has pointed this out in writing.
LOTS OF DOTS MediaGroup. AG is entitled to make partial deliveries.
§ 3 Prices and payment
In the case of pre-press orders, binding price quotations shall only be submitted in EURO if the original artwork and its dimensions are known; they shall only become binding upon confirmation of the order by the supplier.
The prices shall apply.
The prices at the time of delivery shall apply. Fixed prices shall only apply if the price agreement in the individual case, e.g. on the basis of a quotation, contains neither a price increase option nor a time limit for the fixed price agreement.
The prices do not include the statutory value added tax. Shipping costs, installation, training and other ancillary services are not included in the price unless otherwise agreed.
Additional services are not included in the price.
Additional services that are not included in the offer are to be paid for separately. This shall apply in particular to additional expenditure as a result
of
b) necessary and reasonable use of services of third parties,
c) expenses for licence management,
d) commissioned testing and research services and legal examinations as well as
e) services rendered outside business hours.
If the customer is in arrears with payment, he must expect interest on arrears of 8% above the base rate. The interest on arrears shall accrue if the payment deadline is exceeded even without a reminder. Payment of the invoice amount (net price plus VAT) must be made in cash without deduction in EURO within 30 days of the invoice date. In the case of new business relations, advance payment may be requested. Payment by bill of exchange is subject to prior agreement. Bank charges shall be borne by the party issuing the bill of exchange. A discount for payment by bill of exchange is excluded. Customers who place orders in the name of third parties shall be liable for the invoice amount.
For larger orders, LOTS OF DOTS MediaGroup. AG shall be entitled to issue partial invoices or to demand advance payments. A discount on partial or interim invoices shall only be granted if cash payment is made within agreed deadlines.
The client shall not be entitled to a right of set-off or retention without a special agreement, irrespective of the legal grounds. If a significant deterioration in the Customer's financial situation becomes known or if the Customer is in default of payment, the Supplier shall be entitled to demand immediate payment of all outstanding invoices, including those not yet due. An interim invoice may also be issued for orders that have been started but not yet completed. The Supplier shall have the right to stop further work on the Customer's current orders. Insofar as the aforementioned terms of payment are amended in favour of the Customer, the latter shall bear all costs incurred by the Supplier in connection therewith.
The customer must expect that LOTS OF DOTS MediaGroup. AG will first offset payments against older debts. If legal costs such as reminder costs have already been incurred, LOTS OF DOTS MediaGroup. AG may set off payments of the customer first against these costs, then against the interest and finally against the main performance.
LOTS OF DOTS MediaGroup. AG is entitled to demand an advance payment of half of the total order value for web design or programming services.
§ 4 Retention of title
The goods delivered shall remain the property of the supplier until the agreed price has been paid in full or until the cheques or bills of exchange given for this purpose have been honoured. The goods may not be pledged or assigned as security without the supplier's consent before full payment has been made or before the cheques or bills of exchange given for this purpose have been honoured. The Customer is only entitled and authorised to resell the goods subject to retention of title with the proviso that the purchase price claim from the resale is transferred to the Supplier. The Customer's claims arising from the resale of the goods subject to retention of title are hereby assigned to the Supplier, who hereby accepts this assignment. If the delivered goods are not used by the Customer itself, but by third parties on its behalf, the Customer hereby assigns its claims for payment against its customer in the amount of the order value to the Supplier in advance, who hereby accepts the assignment.
§ 5 Dates, Deadlines and Impediments to Performance
Delivery dates or periods, which may be agreed as binding or non-binding, must be in writing
.If the performance of LOTS OF DOTS MediaGroup. AG requires or agrees upon the cooperation of the customer, the delivery time shall be extended by the time the customer has not fulfilled this obligation.
In the event of delays as a result of
a) changes in the customer's requirements,
b) insufficient prerequisites in the application environment (hardware or software deficiencies), insofar as they were not known or should have been known to LOTS OF DOTS MediaGroup. AG was not aware of them or should have been aware of them,
.c) problems with third-party products (e.g. software from other IT manufacturers),
the delivery or performance date shall be extended accordingly.
.If LOTS OF DOTS MediaGroup. AG cannot provide its contractual services or cannot provide them on time as a result of industrial disputes, force majeure or other unavoidable circumstances, LOTS OF DOTS MediaGroup. AG shall not suffer any disadvantageous legal consequences.
Delivery dates shall only be deemed agreed if they have been confirmed in writing by the supplier. If no delivery dates have been agreed, but a delivery period measured according to specific time periods has been agreed, this period shall commence on the day on which the order confirmation is sent and shall end on the day on which the goods leave the LOTS OF DOTS MediaGroup. AG or is stored due to the impossibility of dispatch. The delivery period shall be interrupted for the duration of the testing of templates, proofs, production samples, layouts, blueprints, data, etc. by the customer or his authorised representative, namely from the day of sending to the customer until the day of receipt of his statement by the supplier. If the customer orders changes or additions which are not only minor in scope, dates and deadlines which are based on the original subject matter of the contract shall lose their validity.
The supplier shall not be responsible for exceeding the delivery time if this is caused by circumstances for which the supplier is not responsible.
Changes requested by a third party or influence exerted by a contractual partner of the Client on the duration and type of production must be attributed to the Client, insofar as this occurs with his knowledge.
The Supplier shall not be liable if this is caused by circumstances for which the Supplier is not responsible.
§ 6 Proofs
Correction proofs and proofs shall be checked by the Client or his authorised representative for typesetting and other errors and returned to the Supplier in a print-ready condition.
The Supplier shall be liable for any damage resulting from the use of the proofs.
The same shall apply to the comparison between the proof and the print run.
The customer shall accept the services of LOTS OF DOTS MediaGroup. AG's services in accordance with the checklists provided to support them as soon as LOTS OF DOTS MediaGroup. AG notifies the readiness for acceptance. The services of LOTS OF DOTS MediaGroup. AG shall be deemed to have been accepted if the customer has notified the readiness for acceptance with reference to the significance of the omission of the acceptance declaration a) and the customer does not thereupon declare acceptance within a period of time that allows him to recognise significant defects during the required careful inspection, at the latest, however, after 20 working days, or refuses acceptance stating defects to be detailed according to criteria b) or the customer makes the system solution or parts thereof accessible to third parties without further testing or commissions LOTS OF DOTS MediaGroup. AG with this, insofar as the non-acceptance is not based on a significant defect in the services provided.
If the readiness for acceptance is not notified, the time at which the client should reasonably have taken note of the services shall apply instead of the time of the notification. If the customer is in default of acceptance, the supplier shall be entitled to the rights under §326 BGB. Instead, the Supplier shall also be entitled to withdraw from the contract only in part and to claim damages in respect of the other part. If the Customer does not accept the delivery within a reasonable period of time after notification of completion or does not accept the delivery promptly in the case of notified dispatch, or if dispatch is impossible for a longer period of time due to circumstances for which the Supplier is not responsible, then the Supplier shall be entitled to either store the delivery itself or store it with a forwarding agent for the account and risk of the Customer. The Supplier shall be entitled to either store the delivery itself or store it with a forwarding agent for the account and risk of the Customer.
The customer shall provide necessary data, in particular content to be entered, in a timely manner and in digital form If the LOTS OF DOTS MediaGroup. AG provides the customer with drafts and/or test versions, specifying a reasonable period of time for checking their correctness and completeness, the drafts and/or test versions shall be deemed to have been approved upon expiry of the period of time, insofar as LOTS OF DOTS MediaGroup. AG does not receive a request for correction.
In the event of the commissioning of system solutions from the range of services offered by LOTS OF DOTS MediaGroup. AG, the customer is responsible for sufficient resources and information within the scope of his duty to cooperate. He shall ensure the availability of the required number of competent employees from a professional and IT-technical point of view and sufficient computer capacities such as memory, processor performance and line capacities.
If the LOTS OF DOTS MediaGroup. AG deems this necessary, the customer shall provide a test environment (hardware with the latest software version, in particular the operating system and the corresponding server software corresponding to the later operating conditions).
If errors or impairments of the functionality of the services such as a website occur, the customer shall inform LOTS OF DOTS MediaGroup. AG immediately, stating the time and error specification as well as the name and telecommunication data (telephone, e-mail) of the reporting and responsible employee. The customer shall be liable for any damage caused by the error.
The customer shall be responsible for the trouble-free operation of the facilities for remote maintenance and servicing, in particular stable data lines and interfaces. The LOTS OF DOTS MediaGroup. AG grants the customer a simple and non-transferable right of use. If LOTS OF DOTS MediaGroup. AG provides services for the design of the customer's Internet presence, the purpose of use of the website and/or its components is limited to use on the Internet. The customer acquires this right upon full payment for the services of LOTS OF DOTS MediaGroup. AG. The customer is obliged, upon request, to inform LOTS OF DOTS MediaGroup. AG in writing about the extent of the use. The customer is obliged to provide LOTS OF DOTS MediaGroup. AG with information in writing.
LOTS OF DOTS MediaGroup. AG assumes when using the customer's templates that these are not encumbered with the rights of third parties or that the customer has the right of use required for the order. LOTS OF DOTS MediaGroup. AG shall not be liable for any damages arising from the use of the customer's templates.
The LOTS OF DOTS MediaGroup. AG also claims the rights of third parties (third-party licence material) for the execution of the order, which can only be transferred to the customer to a limited extent, in particular in terms of time. The limited transfer may result, among other things, in third-party licence material no longer being available or being available at considerably changed conditions over which LOTS OF DOTS MediaGroup. AG has no influence over, is no longer available. LOTS OF DOTS MediaGroup. AG will in this case use its best endeavours to use similar material.
The LOTS OF DOTS MediaGroup. AG may invoice the customer for the costs of third-party licence material by presenting the licensor's invoice with a service surcharge of 15%. Any further disclosure of components encumbered with the rights of third parties which is necessary for the performance of the order will not be made.
The customer may only use third-party licence material in connection with and within the scope of the defined scope of services. If LOTS OF DOTS MediaGroup. AG is held liable by the licensor because the third-party licence material has not been used accordingly, the customer shall be liable to pay compensation for the resulting damage. The customer shall be obliged to use the third-party licence material only in connection with and within the scope of the defined service.
The customer is obliged to inform LOTS OF DOTS MediaGroup. AG of any unlawful use of the licence material of which he becomes aware, and to take legal action against any infringer of the industrial property rights or to support LOTS OF DOTS MediaGroup. AG in doing so.
If the customer suffers infringements of rights of use through the services of LOTS OF DOTS MediaGroup. AG, e.g. through warnings from third parties, he shall inform LOTS OF DOTS MediaGroup. AG about this without delay.
The customer grants LOTS OF DOTS MediaGroup. AG the right to include the logo of LOTS OF DOTS MediaGroup. AG logo and an imprint into the customer's websites and to link these with each other and with the website of LOTS OF DOTS MediaGroup. AG website. The customer shall accept all protective notices such as copyright notices and other legal reservations unchanged. This also applies in particular to the references to the copyright holder in the programme code.
The LOTS OF DOTS MediaGroup. AG reserves the right to use services rendered, such as designs and objects, even if they are based on customer templates, for presentation purposes, in particular to include the customer's website in a reference list for advertising purposes and to set corresponding links. The LOTS OF DOTS MediaGroup.
Deficient deliveries or services shall be remedied by LOTS OF DOTS MediaGroup. AG within the warranty period of 12 months, which begins with the date of delivery or acceptance, after the customer has been notified accordingly by LOTS OF DOTS MediaGroup. AG shall be repaired or replaced. LOTS OF DOTS MediaGroup. AG shall remedy the defects free of charge or provide the customer with a corrected release (modified version which no longer contains the defect) free of charge. Expenditure in excess of this will be charged according to time and effort.
The customer shall implement the troubleshooting measures without delay (e.g. install new release tests) and in doing so observe the notification obligations. In the event of a defect, the customer shall be liable for the costs incurred.
Unfortunately, multiple improvements may be necessary. Defects shall be deemed to be deviations from the mode of operation created, insofar as these deviations impair the suitability for the agreed use. Defects shall be deemed to be defects.
Claims for defects shall not exist if the defect is only insignificant, i.e. in particular does not have a significant effect on the agreed use. If the subsequent defect is not remedied within a period set by the customer, the customer may demand the cancellation of the contract or a reduction of the purchase price.
Obvious defects which are readily apparent to an average customer must be reported by the customer to LOTS OF DOTS MediaGroup. AG within 10 working days of delivery by means of a registered letter. Defects which are not obvious must be reported to LOTS OF DOTS MediaGroup. AG within 10 working days of discovery. Otherwise, claims arising from these defects cannot be asserted. The defects, in particular the error messages that occurred, shall be reproduced in detail according to criteria (e.g. by means of error logs).
Claims for damages from positive breach of contract or which go beyond the pure warranty claim or claims from indirect damages are excluded. The supplier has the right to rectify the defect or to make a replacement delivery. The reduction shall be limited to the amount charged for the defective part of the delivery.
LOTS OF DOTS MediaGroup. is liable for defects of title and guarantees without limitation. AG shall be liable without limitation. Liability under the Product Liability Act remains unaffected.
For intentional or grossly negligent breaches of duty, LOTS OF DOTS MediaGroup. AG. This also applies to legal representatives and vicarious agents of LOTS OF DOTS MediaGroup. AG. For slight negligence, LOTS OF DOTS MediaGroup. AG and its vicarious agents shall be limited to the foreseeable damage typical for this type of contract. Liability for slight negligence shall be limited to the foreseeable damage typical for this type of contract.
The liability for loss of data is limited to the typical cost of restoration. This is measured according to the damage that would have occurred if reasonable backup measures had been taken (e.g. making backup copies). The liability for data loss is limited to the typical recovery costs.
The LOTS OF DOTS MediaGroup. AG shall not be liable for damages that could not be expected to occur within the scope of this contract. Untypical unforeseeable damage is therefore not covered by liability.
If the manuscripts, originals, printed matter, materials or other items provided to the Supplier are to be insured against insurable damage or any other risk, the Client shall arrange the insurance himself. Otherwise, only due diligence can be demanded.
The products to which the Client is entitled, in particular data and data carriers, shall only be archived by the Contractor after express agreement and in return for special remuneration beyond the point in time at which the end product is handed over to the Client or his vicarious agents. The data created by LOTS OF DOTS MediaGroup. AG serve as a working tool and are their property. There is no entitlement to the surrender of the data, unless the client expressly requested the surrender of the data when placing the order, in return for corresponding remuneration from LOTS OF DOTS MediaGroup. AG, in return for the corresponding remuneration. Storage of digitised data after completion of the order shall only take place by prior agreement without assumption of the storage risk and shall be subject to special payment. The Supplier shall not assume any liability for third-party templates or other items that are not requested by the Client within four weeks after completion of the order. § 7 Acceptance
§ 8 Duty to cooperate
§ 9 Rights of use
§ 10 Copyright notices and references
§ 11 Warranty
§ 12 Liability
§ 13 Insurance
§ 14 Archiving
§ 15 Data
The Supplier shall not assume any liability for any items that are not requested by the Client within four weeks after completion of the order.
§ 16 Customer's duty to back up data
The customer is obliged to protect himself adequately against loss of data. Since the reinstallation of software, but also the modification of installed software, entails the risk of data loss, the customer is obliged to take precautions against data loss by means of a comprehensive data backup before reinstalling or modifying the installed software
.
§ 17 Data protection and confidentiality
The LOTS OF DOTS MediaGroup. AG stores the data of the customer (e.g. address and bank details) required for the initiation and processing of the contract
.
The connection of a network to the Internet creates the possibility of misuse of data. The customer must therefore protect sensitive data in particular from unauthorised access by taking its own security measures.
Both contracting parties shall treat as confidential any information marked as confidential which becomes known to them within the framework of the contract. Documents relating to software, such as documentation and especially the source code, shall be protected against unauthorised access.
The LOTS shall not be liable for any damage caused by the use of the software.
The LOTS OF DOTS MediaGroup. AG points out that, according to the current state of the art, it is not possible to prevent the reproduction of works, in particular of graphics or other optical or acoustic means of design that are placed online.
The LOTS OF DOTS MediaGroup.
§ 18 Cancellation
In the case of care contracts, the customer may terminate the LOTS OF DOTS MediaGroup. AG 6 months after conclusion of the contract. The contract shall be extended by 12 months at a time if it is not terminated in writing 3 months before the end of the contract.
The right to terminate the contract for good cause remains unaffected. In particular, in the event of a breach of § 9 - rights of use - and if the customer is in default of payment of the remuneration by more than one month, LOTS OF DOTS MediaGroup. AG may terminate the contract without notice.
§ 19 Notices
If the contracting parties agree by electronic mail (e-mail), they acknowledge the unlimited validity of the declarations of intent transmitted by this means in accordance with the following provisions.
The e-mail must contain the name and e-mail address of the sender, the time of sending (date and time) and a reproduction of the sender's name at the end of the message.
Confidentiality is not guaranteed for data transmitted unencrypted on the Internet. At the request of the other party, each contracting party shall provide an agreed encryption system such as PGP on its side.
An e-mail received within the scope of the above provisions shall be deemed to originate from the other party, subject to proof to the contrary.
The binding nature of the e-mail and thus of the text form shall apply to all declarations which are involved in the usual execution of the contract. However, the text form is excluded in the case of a termination, measures to initiate or conduct arbitration proceedings, as well as declarations which are expressly requested in writing by a contractual partner in deviation from this agreement.
The text form is excluded in the case of a termination, measures to initiate or conduct arbitration proceedings, as well as declarations which are expressly requested in writing by a contractual partner in deviation from this agreement.
§ 20 Arbitration clause
A tribunal of arbitration shall have final and binding jurisdiction, without recourse to the ordinary courts of law, to decide any dispute arising out of or in connection with this Agreement, including any dispute as to its existence or termination.
The tribunal of arbitration shall be constituted by the parties.
The proceedings shall be conducted by the arbitrators.
The proceedings, which shall be determined by the arbitral tribunal at its own discretion, shall be conducted by the umpire.
Before the award is made, the parties shall be heard in oral proceedings, unless they both waive in writing the right to an oral hearing.
The arbitral tribunal shall decide on the award.
The arbitral tribunal shall decide in accordance with applicable substantive law. It shall also decide on the costs of the arbitral proceedings in accordance with the provisions of 91 et seq. ZPO. It shall endeavour at every stage of the proceedings to settle the dispute in an amicable manner.
§ 21 Applicable law and place of performance
The contracting parties agree that German law shall apply to all legal relations arising from this contractual relationship. German law shall also apply in cross-border transactions to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
The place of performance and jurisdiction for all claims and legal disputes arising from the contractual relationship, including proceedings relating to bills of exchange and documents, shall be the registered office of the Supplier.
§ 22 Disputes of a technical nature
In disputes of a technical nature, FOGRA, Munich, shall be recognised for the preparation of an expert opinion.
The FOGRA shall be recognised for the preparation of an expert opinion.
§ 23 Severability clause
If any provision of these General Terms and Conditions is or becomes void, the other provisions shall remain in full force and effect. The contracting parties shall replace the invalid provision with a valid provision that comes closest to the economic intent of the contracting parties.