These General Terms and Conditions apply to all business relations between Metavoir (hereinafter referred to as the Agency), Hohe Warte 36, D-45147 Essen, and its clients in the version valid at the time the contract is concluded. Any conflicting general terms and conditions of the client are hereby expressly rejected.
Metavoir is active in the areas of digital and analog marketing, web development, branding and design for its clients. Other areas can be covered by agreement and by ensuring the required qualifications, provided they represent the Metavoir concept.
a) Unless otherwise agreed, the contract language is German. Customers within the meaning of these General Terms and Conditions are exclusively entrepreneurs within the meaning of § 14 BGB (German Civil Code). The customer accepts the following terms and conditions when demanding an offer, but at the latest from the start of the project.
b) Contracts with the Agency must be in text form. This also applies to amendments and additions, including an amendment to this text form clause itself.
c) The placing of orders, including the placing of additional orders and changes to services already ordered, which are not based on an offer from the Agency in text form, shall only become binding with a corresponding confirmation from the Agency. If a deadline is included in the offer, the customer may accept the deadline specified in the offer and the Agency shall confirm the start of the order within two (2) weeks.
d) The contract is concluded upon acceptance. The content of the contract results individually from the agreement made. Assurances, collateral agreements, amendments and supplements to the contract must be made in writing to be effective.
Requests for changes or additions by the client shall only be fulfilled by the Agency if they are technically feasible and technically and economically reasonable for the Agency. It is the responsibility of the client to bring about the change to the service obligations as part of a contract amendment. The additional work required as a result of a change/addition to the service shall be reimbursed to the Agency. This shall also apply to the examination beyond a minor scope as to whether and under what conditions the change or addition is feasible.
e) Employees of the Agency who have no legal power of representation are not authorized to make ancillary agreements or confirm amendments and/or additions to the contract, unless they are expressly designated as department or project managers in the contract.
f) The presentation of the Agency's services is non-binding. The client reserves the right to reasonable deviations from information in presentations.
g) If the contract between the parties relates to the ongoing provision of services, these contracts may be terminated by either party with three (3) months' notice to the end of a calendar month, unless otherwise agreed. The right of both parties to terminate without notice for good cause remains unaffected by this. However, a lack of economic success of the measures proposed and/or implemented by the Agency shall not constitute grounds for termination.
h) Unless the Client objects in text form, the Agency shall be entitled to name the Client as a reference after completion of the order, including its company name (logo), and to state this on its website or other advertising materials (LinkedIn, Instagram, Tiktok, etc.).
i) The Agency is entitled to have the contract or parts of the contract fulfilled by third parties. These third parties shall not thereby become contractual partners of the customer.
a) The client undertakes to support the Agency actively and to the best of its ability in the provision of services, in particular by providing the Agency with the following in good time and free of charge:
b) If the client fails to comply with its obligations to cooperate despite being requested to do so, any binding contractual deadlines shall be extended accordingly and appropriately. Further claims of the Agency, in particular for reimbursement of additional costs and the right to withdraw from the contract, shall remain unaffected.
a) The services provided by the Agency shall remain the property of the Agency until all liabilities arising from the business relationship have been paid in full.
b) The legal rights to the services provided by the Agency, such as concepts, ideas, drafts and their implementation, shall remain with the Agency in all forms of presentation, unless otherwise agreed. The Agency shall be entitled to use all services rendered within the scope of its business operations for other purposes and for third-party orders, provided that they do not contain any personal data of the Client. The client's consent is not required.
c) Upon full payment for a service, only the rights of use shall be transferred to the client and only to the extent of the offer and the order confirmation. Any other use of the Agency's services shall only be permitted with the express consent of the Agency. The Agency may make this dependent on additional remuneration.
d) If the Agency uses stock media as part of the order, the rights of use for these media shall lie exclusively with the Agency. The customer shall not be entitled to pass on the work results produced with such stock media of the Agency to a third party for further processing, their use for another purpose or for the production of derived products, unless the parties reach an express agreement on this.
a) Specified delivery/service dates are only binding if this has been expressly agreed.
b) If non-compliance with such binding contractual deadlines is due to force majeure and due to extraordinary and unforeseeable events which cannot be prevented by the Agency even with the utmost care (in particular with regard to the provision of services by third parties), the deadlines shall be extended accordingly and/or the Agency reserves the right to withdraw from the contract. In such a case, the Agency undertakes to inform the customer immediately of the unavailability and to reimburse any payments already made without delay.
a) Any license fees actually incurred for any type of third-party sound, image and design material shall be charged to the client at no extra charge. License fees stated in the Agency's offers are merely a calculation figure.
b) In the event of independent further use of third-party sound, image or other design material, e.g. by reprinting, post-production or use in other media, the client shall be obliged to pay the license fees incurred for this directly to the licensor. For this purpose, the customer shall contact the licensor in good time; if he fails to do so, he shall be obliged to indemnify the Agency against any claims by the licensor.
a) All prices quoted are subject to the applicable statutory value added tax.
b) If the order is not placed within a period of two (2) weeks after submission of the offer, the Agency shall have the right to recalculate when the order is placed.
c) Unless otherwise agreed, the customer shall make a down payment of 50% to the Agency directly after conclusion of the contract. The exact payment modalities can be found in the offer.
d) The Agency reserves the right to demand appropriate advance payments during the term of the contract and to make the commencement of its activities or their continuation dependent on payment.
e) Partial services rendered can be invoiced by the Agency after completion. Unless otherwise agreed, payment of the invoice amount shall be made (immediately or) within 14 days. The payment of a (partial) service shall be deemed as acceptance.
f) Withholding payments and offsetting liabilities against counterclaims on the part of the client is only permitted if counterclaims have been legally established or are undisputed.
g) In the event of late payment (non-payment within two weeks of receipt of the invoice), interest shall be charged at 9 percentage points above the prime rate of the European Central Bank. Should the customer fall into arrears with his payments, the Agency reserves the right to charge reminder fees of 2.50 euros. The assertion of further claims for damages remains unaffected. In addition to the other statutory rights, the Agency reserves the right to withhold its services. This shall also apply to any necessary granting of access; here the Agency may block access if two (2) partial payments are delayed. The customer shall have the option of proving that the Agency has incurred no or less damage.
a) The service period and notice period are set out in the specific offer.
b) If the service offered is defined by a monthly quota of hours or services, it is possible to transfer the quota to the following month if it is not fully utilized in the current month. The right to carry over hours is limited exclusively to the following month. The hours quota expires if the quota has not been used up in the following month either.
c) Unless otherwise agreed in the offer, contracts are automatically extended by the respective contract term.
a) The client is obliged to inspect works created, services rendered and partial services for obvious defects. These must be reported to the Agency within 7 days of completion of the service.
b) In the event of a breach of the obligation to inspect and give notice of defects, the object of performance shall be deemed approved with regard to the defect in question, unless the Agency has fraudulently concealed the defect.
c) In the event of a timely and justified complaint, the Agency shall have the option of repairing or replacing the goods.
d) If the client does not declare overall acceptance immediately after completion of the agreed services, the Agency may set him a deadline of 4 weeks to submit this declaration. If the client does not state the reasons for refusal of overall acceptance in detail within this period, overall acceptance shall be deemed to have taken place.
e) The warranty period shall be 12 months from the date of overall acceptance. Excluded from this are claims for damages due to injury to life, body or health and/or claims for damages due to grossly negligent or willful damage caused by the Agency.
a) Unless otherwise contractually agreed, by paying for the services provided by the Agency, the customer merely secures the rights of use to the service product for the duration of the contract but does not acquire any ownership rights or copyrights to it.
b) The customer shall not be entitled to transfer the rights of use granted by the Agency to third parties, whether for a fee or free of charge, or otherwise pass them on to such third parties without the express consent of the Agency.
c) The client is not permitted under any circumstances to remove or change copyright texts, author's notices or comparable copyright designations on the work and works of the Agency without a separate agreement.
a) The Agency shall be liable in cases of intent or gross negligence on the part of one of its representatives or vicarious agents in accordance with the statutory provisions.
b) If the client itself commissions other service providers with tasks that are part of the service owed by the Agency, the Agency assumes no responsibility for the functionality of its service and for the fact that the third party can build its own services on its preliminary work. The Agency is not obliged to support these service providers.
c) The examination of legal issues, in particular in the area of copyright, competition and trademark law, is not the responsibility of the Agency. The Agency is therefore not liable for the legal admissibility of the content and/or design of the work results. The Agency shall also not be liable for the factual statements about the client's products and services contained in the advertising. The client is also responsible for checking the advertising measures with regard to industry-specific competition regulations and the applicable laws.
d) If claims are made against the Agency by third parties for injunctive relief or damages etc. due to the design and/or content of the work result, the Client shall indemnify the Agency against liability.
e) The client is responsible for compliance with data protection regulations with regard to its customer data. This also applies to compliance with the relevant provisions when designing his website. The Agency only guarantees that the technical possibilities are provided to enable him to comply with the provisions, e.g. to delete the data.
f) Production materials produced for the production of advertising materials, such as files, print films, typesetting data or photographic material, shall only be stored/archived by the Agency on the written instructions of the client. The Agency shall only be liable for any loss in the event of intent or gross negligence.
a) The contractual provisions shall be governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Unless otherwise agreed, this shall also apply to contractual relationships with foreign clients.
b) For all disputes arising directly or indirectly from the contractual relationship, the place of jurisdiction is exclusively the court district responsible for the Agency if the contractual partner is a registered trader.
c) The customer warrants that it does not intend any illegal or immoral activities with the service to be provided by the Agency.
a) The customer is jointly responsible for backing up the information sent. He must carry out his own data backup.
b) The name and address of the client and all data required for order processing shall be stored in automated files. Insofar as this is necessary for order processing, the Agency may also transfer the aforementioned data to affiliated companies and/or third-party companies commissioned to process the order. By placing the order, the client declares its consent to this collection, processing and use of the data.
c) The client agrees that the published data may also be included in other electronic directories, used for information purposes and, if necessary, processed and modified, insofar as there is a connection with the contract concluded.
d) The client is aware that content published on the Internet is searched by search engines such as Google and others and that these search engines store, archive and in some cases publish the published content themselves. The Agency is not responsible for such actions and claims for deletion and non-publication are to be addressed to the operators of the search engines in this respect.
e) Insofar as the Agency processes personal data on behalf of the client as agreed, the Agency guarantees the following:
The invalidity of individual provisions shall not affect the validity of the remainder of the contract. An invalid clause shall be replaced by supplementary interpretation, if possible, by a provision that comes as close as possible to the original purpose; if this is not possible, the statutory provisions shall apply.
Status: 01.04.2024