General terms and conditions of business

from

Sebastian Klaus
Falkenstrasse 11
32139 Spenge

In the following: slk communications

1. General

1.1 These General Terms and Conditions (GTC) apply to all contracts concluded between slk communications and the customer.
1.2 slk communications offers its clients services including website creation and development (including maintenance and support). The specific scope of services is subject to individual agreements between slk communications and the client.
1.3 slk communications is entitled to subcontract the necessary services in its own name and at its own expense, and these subcontractors may in turn also engage subcontractors. slk communications remains the sole contractual partner of the customer. Subcontractors will not be used if it is apparent to slk communications that their use would conflict with the legitimate interests of the customer.
1.4 The contracting parties undertake to each appoint a contact person who will oversee the respective order and is authorized to make legally binding declarations of intent.
1.5 Any terms and conditions used by the customer that deviate from these terms and conditions will not be recognized by slk communications – unless expressly agreed to.

2. Customer's duty to cooperate

2.1 If the customer provides slk communications with texts, images, or other content, they are responsible for ensuring that this content does not infringe upon the rights of third parties (e.g., copyrights) or other legal regulations. It is hereby noted that slk communications is not legally authorized to provide legal advice to the customer. In particular, slk communications is neither obligated nor legally able to review the customer's business model and/or the works created or acquired by the customer (layouts, graphics, texts, etc.) for compliance with applicable law. Specifically, slk communications will not conduct trademark searches or other intellectual property conflict checks regarding the works provided by the customer. The customer is solely responsible for any instructions they provide concerning the work to be produced.
2.2 The customer is obligated to provide complete and accurate information, data, works (e.g., data for the legal notice, graphics, etc.), and access credentials for the purpose of fulfilling the order. Furthermore, the customer is responsible for ensuring that the instructions they issue comply with applicable law.
2.3 Unless otherwise agreed in writing, the client is responsible for procuring the materials for the design of the websites and other works (e.g., graphics, videos) and must provide these to slk communications in a timely manner. If the client fails to provide these materials and does not specify any further requirements, slk communications may, at its own discretion and in compliance with copyright labeling requirements, use images from common providers (e.g., stock photo services) or placeholders in the relevant sections of the website.
2.4 If a data processing agreement pursuant to Art. 28 GDPR is required for individual components of the order, both contracting parties undertake to conclude such an agreement – to be provided by slk communications – before the commencement of the service provision.
2.5 slk communications is in no way responsible to the customer for delays and postponements in the implementation of projects caused by the customer's delayed (necessary) cooperation or input.
2.6 If the customer fails to comply with his obligations under this clause, slk communications may charge the customer for the resulting additional expenses (e.g. costs for stock photos and time spent searching for them).

3. Website creation using agile methods

3.1 Unless otherwise agreed upon in writing, website development will be carried out using agile methods. The remaining provisions of these Terms and Conditions remain unaffected. Search engine optimization (SEO) is only included if it has been expressly agreed upon.
3.2 The subject of website development contracts between slk communications and the client is generally the development of new websites or the expansion of existing websites (e.g., integration of new interfaces) in compliance with the client's technical and/or design specifications. Website development contracts concluded between the parties are contracts for work and services within the meaning of Sections 631 et seq. of the German Civil Code (BGB).
3.3 Unless otherwise agreed, the created websites are optimized for all common browsers in their respective current versions (the two most recent versions of the browser). Optimization for mobile devices is only required if explicitly agreed upon.
3.4 The specific services agreed upon are defined in the individual contract concluded between slk communications and the client. To this end, the client first submits an inquiry to slk communications with as precise a description as possible of the desired website content (design elements such as images, layouts, logos, etc., are to be defined and provided by the client). This inquiry constitutes a request for a quotation from slk communications. slk communications will review the client's requirements described in the inquiry to the best of its knowledge and belief for completeness, suitability, clarity, feasibility, and consistency, and will prepare a quotation based on the client's requirements. A contract between slk communications and the client is only formed upon the client's acceptance of the quotation.
3.5 SLK Communications will only provide services such as verifying or obtaining rights, procuring tools (e.g., statistics) or certificates (e.g., SSL/TLS), or providing development, application, or other documentation if this is expressly agreed upon in an individual contract.
3.6 Upon prior request, the customer can access the development environment and submit requests, provided these are covered by the originally agreed scope of services. Such modifications become part of the original contract if both parties agree in writing (e.g., via email, fax, etc.). Otherwise, slk communications is only obligated to create the functions/positions listed in the contract or to provide the agreed-upon services (e.g., maintenance). Additional services must be agreed upon and compensated separately.
3.7 The offer from slk communications typically includes a "sample page" or an "online design proposal," the format and content of which are selected by slk communications at its sole discretion; there is no entitlement to specific design elements or functions. If an agreement cannot be reached based on the "sample page" or the "online design proposal," no contract is formed; in this case, the potential client has no right to receive the "sample page" or the "online design proposal" or the associated source code, copies, or similar materials. Any copies remaining with the client must be deleted or returned to slk communications.
3.8 Once the website is completed, slk communications will request the client to accept the website.
3.9 A prerequisite for slk communications' work is that the client provides slk communications with all data required for the project's implementation (texts, templates, graphics, etc.) in a suitable format before the project begins. If the client fails to comply with this obligation, slk communications may invoice the client for the resulting time expenditure.
3.10 There is no entitlement to the release of graphics, source codes, (development) documentation, manuals and other supplementary documentation – unless expressly agreed otherwise in individual agreements.
3.11 The fee for website creation is subject to an individual contractual agreement between the parties. Otherwise, the statutory regulations apply.
3.12 If the customer uses third-party hosting services for the new website instead of slk communications, slk communications assumes no responsibility for the respective servers and their configuration, the data lines and/or the accessibility of the website.

4. Special provisions for website maintenance

4.1 After completion of the website and/or individual parts thereof, slk communications may offer the client maintenance and support services for the website. slk communications may also offer maintenance for third-party websites. However, slk communications is neither obligated to make such an offer, nor is the client required to utilize the additional services offered by slk communications. Any such agreements are subject exclusively to individual arrangements.
4.2 The maintenance contracts cover the troubleshooting of malfunctions and the timely updating of the website for common web browsers in their current versions. Further details, such as regular maintenance, can be agreed upon in an individual contract.
4.3 Maintenance requires that the content to be maintained is compatible with slk communications' systems. Compatibility can be compromised, in particular, by outdated components of the content or by unauthorized modifications made by the customer. If compatibility is not guaranteed, the customer must either establish it independently (e.g., through appropriate updates) or commission slk communications separately to achieve compatibility.
4.4 slk communications is not liable for malfunctions and incompatibilities caused by unauthorized modifications made by the customer or due to other errors that are not within the responsibility of slk communications; the provisions under "Liability and Indemnification" remain unaffected.
4.5 Unless otherwise agreed, maintenance includes only technical updates to the website, not content updates. In particular, slk communications is not responsible for updating the legal notice or privacy policy.
4.6 SLK Communications offers an optional maintenance contract as part of its initial offer. SLK Communications will actively approach the customer about this. The maintenance contract becomes effective upon written confirmation of acceptance of the offer and no objection to the contract.

5. Web hosting and domain registration

5.1 slk communications offers its customers hosting and domain registration services, particularly as an add-on option for website creation. The specific scope of services (domain registration, storage space, certificates, etc.) is subject to individual agreements between the parties. slk communications is entitled to utilize third-party services in any form in connection with the provision of hosting services.
5.2 Unless otherwise agreed, slk communications will handle the administration and management of the data if commissioned as a hosting provider. The customer will generally not have access to the administration backend of the hosting system.
5.3 The availability of the servers used by slk communications for hosting purposes is at least 99% on an annual average. This excludes periods during which the servers are unavailable due to events beyond slk communications' control (force majeure, actions of third parties, technical problems, etc.).
5.4 Unless otherwise agreed, the customer has no right to the assignment of a fixed IP address for their website. Technical or legal changes are possible at any time and remain reserved.
5.5 The customer is obligated not to disclose their passwords and other access data – if provided by slk communications – to third parties and to change them regularly. The customer is solely responsible for any misuse by third parties, insofar as they are at fault.
5.6 If the customer uses domain registration services from slk communications, the following also applies:
5.6.1 The contractual relationship required for registering the respective domain is established directly between the customer and the respective domain registry or registrar. slk communications acts solely as an intermediary between the customer and the registry, without having any influence on the allocation of the domain.
5.6.2 The customer bears full responsibility for ensuring that the domain they request does not infringe upon the rights of third parties. A domain verification is not required.
5.6.3 For domain registration, the respective terms and conditions of the individual registrars also apply. slk communications will inform the customer of any special requirements in the event of an intended registration.

6. SEO marketing and SEA campaigns

6.1 slk communications offers its clients, among other things, SEO marketing services. As part of its service provision, slk communications is solely obligated to implement measures that, based on its own experience, can positively influence search engine rankings or that are expressly ordered by the client. This constitutes a service within the meaning of Sections 611 et seq. of the German Civil Code (BGB). A specific result (e.g., a particular ranking in the Google search results) is only guaranteed within the scope of SEO services if this has been expressly assured. Marketing services can be cancelled by either party with one (1) month's notice.
6.2 SLK Communications also offers its clients services in the area of SEA campaigns. As part of its service provision, SLK Communications is solely obligated to submit suggestions for effective advertising keywords and, after client approval, to implement the campaign (placement of advertisements). These services are defined in Sections 611 et seq. of the German Civil Code (BGB). A specific result (e.g., sales figures) is not guaranteed within the scope of SEA services unless expressly agreed upon. In addition to the right to payment for services rendered, SLK Communications is entitled to reimbursement of expenses incurred by the client with regard to paid advertisements. SLK Communications is not obligated to verify the legality of keywords. SLK Communications submits suggestions to the client regarding keyword placement. The client is responsible for the legal review, particularly concerning third-party trademark rights, and for obtaining approval of the keywords before the campaign is launched.

7. Prices and remuneration

The remuneration for website creation or other orders is subject to an individual contractual agreement between the parties and is generally based on the offer.

8. Acceptance

If a work performance has been agreed upon, slk communications may require that acceptance be in writing; written acceptance is only required if slk communications requests it from the customer. The acceptance provisions of the German Civil Code (BGB) remain unaffected. The acceptance period within the meaning of Section 640 Paragraph 2 Sentence 1 of the BGB is set at two weeks from notification of completion of the work, unless a longer acceptance period is required in a specific case due to special circumstances, in which case slk communications will inform the customer separately. If the customer does not respond within this period or does not refuse acceptance due to a defect, the work is deemed accepted.

9. Warranty for Defects

A minor defect does not give rise to any warranty claims. The choice of remedy lies with slk communications. The limitation period for claims based on defects and other claims is one (1) year; this reduction of the limitation period does not apply to claims arising from intent, gross negligence, or injury to life, body, or health caused by slk communications. The limitation period does not restart if a replacement delivery is made under the warranty. Otherwise, the statutory warranty rights remain unaffected.

10. Contract duration for continuing obligations

Unless otherwise stipulated in or outside these Terms and Conditions, continuing obligations (e.g., maintenance contracts) have a minimum term of one year. The notice period is one year. If the contract is not terminated in due time before the end of the term, it will automatically renew for another year. The right to extraordinary termination for good cause remains unaffected.

11. Granting of rights, self-promotion and right of mention

11.1 slk communications grants the customer – after full payment of the order – a simple right of use to the corresponding work results and/or the respective source codes at the time of their creation. Further rights can be agreed upon between the parties by means of an individual contractual agreement.
11.2 Unless otherwise agreed, the client expressly grants slk communications permission to publicly present the project in an appropriate manner for the purpose of self-promotion (references/portfolio). In particular, slk communications is entitled to advertise its business relationship with the client and to identify itself as the author on all advertising materials and in all advertising campaigns, without the client being entitled to any compensation.
11.3 Furthermore, slk communications is entitled to place its own name with a link in an appropriate manner in the footer and in the legal notice of the website(s) created by slk communications, without the customer being entitled to any compensation for this.

12. Confidentiality

slk communications will treat all business transactions that come to its attention, including but not limited to printed materials, layouts, storyboards, numerical data, drawings, audio tapes, images, videos, DVDs, CD-ROMs, interactive products, and other documents containing films and/or radio plays and/or other copyrighted materials belonging to the client or its affiliated companies, as strictly confidential. slk communications undertakes to impose this confidentiality obligation on all employees and/or third parties (e.g., suppliers, graphic designers, programmers, film producers, sound studios, etc.) who have access to the aforementioned business transactions. This confidentiality obligation shall remain in effect indefinitely beyond the term of this agreement.

13. Liability / Indemnification

13.1 Slk communications' liability for all damages is limited as follows: In the event of a slightly negligent breach of a material contractual obligation ("cardinal obligation"), Slk communications' liability is limited to the foreseeable, typical damage at the time of conclusion of the contract. Cardinal obligations are those obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance a party may regularly rely. This limitation of liability does not apply in cases of gross negligence or willful misconduct, nor in cases of mandatory statutory liability, in particular in the event of the assumption of a guarantee or in cases of culpable injury to life, body, or health. The foregoing liability provisions also apply to the liability of Slk communications for vicarious agents and legal representatives.
13.2 The customer shall indemnify slk communications against any claims by third parties asserted against slk communications due to the customer's violations of these terms and conditions or applicable law.

14. Final Provisions

14.1 The contracts concluded between slk communications and the customers are subject to the substantive law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
14.2 If the customer is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the parties agree that the registered office of slk communications shall be the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction remain unaffected.
14.3 slk communications is entitled to amend these Terms and Conditions for objectively justified reasons (e.g., changes in case law, legislation, market conditions, or business or corporate strategy) and with reasonable notice. Existing customers will be notified of any such amendments by email no later than two weeks before they take effect. If the existing customer does not object within the period specified in the notification of amendment, their consent to the amendment will be deemed given. In the event of an objection, slk communications is entitled to terminate the contract without notice at the time the amendment takes effect. The notification of the intended amendment to these Terms and Conditions will indicate the deadline and the consequences of objecting or failing to object.

As of March 2024