General Terms & Conditions

 

§ 1 Applicability

(1) These terms contain the conditions for the use of our services between you, as a business, and us, Yellow Futur, Friedländer Weg 73 – 37085 Göttingen. A business is a legal person or a legal partnership that, in the course of entering into a legal transaction, acts in the exercise of its professional activity.

(2) Changes to these terms and conditions will be communicated to you in writing. If you do not object to changes within four weeks of notice receipt, these changes will be considered as acknowledged by you.

(3) These terms and conditions also apply to future business relationships. Thus, we do not have to refer to them again. If your business have conflicting or supplementary terms and conditions, its validity is hereby contradicted; they only become part of the contract if we have expressly consented to this. Deviations are effective only if expressly agreed in writing.

§ 2 Contractual object & Conclusion of contract

(1) The contractual object are the works and services offered by us in terms of web design, programming and maintenance, as well as digital marketing pieces and digital strategy. Their specific description can be found in your individual offer.

(2) You contact us via the contact form, by e-mail or by phone and describe your request, so that we can make you an individual offer tailored to your requirements. You will then receive a binding offer from us (= offer within the meaning of § 145 BGB). Only through your explicit order confirmation in writing, our contract begins.

(3) We do not provide legal advice, in particular on competition issues, copyright, trademark and media law. If necessary, you are required to seek external legal advice. We also do not make any patent applications.

§ 3 Continuous cooperation process

(1) Appointments are binding if confirmed in writing or documented in meeting minutes.

(2) When consulting and strategic services are the contractual object, we will advise you after detailed description of your needs for advice. We will document the findings and recommend possible solutions. We can also implement them according to your specifications. You decide on the services to be provided and the further implementation procedures.

(3) When the creation of digital work is the contractual object, it will be developed according to your specifications and wishes.

(4) Modifications that change the content of the contract and / or exceed the planned budget will be recorded by us in briefing and meeting minutes and send to you. If you do not agree, you must object within 3 working days. Insofar as the original contract hereby changes, we will inform you and ask for your confirmation. If you do not agree with the change, you must object to the confirmation letter within 3 working days.

(5) If it has been agreed that we develop a concept, we will design this for the specific contract. You grant us freedom of design in principle, unless you give binding written instructions in advance. When several concept proposals have been presented and you agree to a specific proposal in writing, no further draft proposals need to be submitted. After agreeing to a specific proposal in writing, any possible modification requests have to be expressed in writing within seven days. If there is no approval and if there is no rejection of certain characteristics of the concept proposal, we can proceed with the creation of the work after the deadline expiration on the basis of an unreasonable concept or terminate the contract in accordance with § 643 BGB. If you reject the approved proposal more than three times in a version that takes into account your wishes, we have the right to terminate the contract and to demand the appropriate remuneration for the work we have produced thus far. After final approval of a concept proposal, we will create the work in accordance with the contract.

§ 4 Customer’s cooperation duties

(1) You agree to provide us with the necessary documents for planning, conception and implementation in a timely manner. Appointment and type of documents are based on the meeting and briefing reports.

(2) You agree to review our work, provide feedback and approval in a timely manner.

§ 5 Confidentiality

(1) We undertake to keep confidential all information that has become known to us in the course of our pro-fessional activities on the basis of our contract, even after the contract expiration.

(2) If you request it expressly, we will delete all information and content available in electronic form provided by you after the contract expiration. Upon prior request, we must first provide you with a copy of the information or content specified in the request. Information and content within an embodied form is to be given to you or destroyed at your request. This agreement has no effect on the content of any licenses.

(3) In the same manner, you undertake to treat confidentially the documents you receive from us, in particular ideas, concepts, images, texts and designs that are not patented, even after the contract expiration or termination of our cooperation.

§ 6 Deadlines, Cancellation & Termination

(1) We have to submit all of the agreed drafts, the finished work, and the agreed services to you within the contractually agreed deadlines.

(2) Non-compliance with these deadlines shall be harmless if and to the extent that the delay is due to the breach of duties and obligations by you.

(3) Both parties may terminate the contract prematurely in the event of significant breaches of duty by the other party. In particular if we refuse further performance, if you fail to comply with your obligations to co-operate on a sustained basis or if you fail to make any installment payments due. Termination of the contract requires a prior reminder or warning and setting of a deadline, unless further performance of the contract is impossible or has been rejected by the other party.

In addition, you may terminate the contract without any specific cause (including, in the case of a work to be produced, prior to its completion and, in the case of services, within the period specified in the contract). In the case of a work to be created, however, our claim to remuneration will remain unaffected.

(5) If the contract is effectively terminated by you, the contractually agreed rights of use of the already created material and their ownership shall pass to you against payment in the amount of the value of the services already rendered.

§ 7 Acceptance and complaints

If a work created by us (material, website, design, advertising material, etc.) is the object of the contract, the following is applied:

(1) After notification of work completion, you shall accept it within seven working days. Complaints must be made to us within this period in writing. Its acceptance cannot be refused due to minor defects. A work is also considered accepted if you have not refused it within the period of seven days after its completion nor stated at least one irregularity. In case of released concepts based on contractual specifications, complaints are excluded.

(2) If due to the nature of the work, acceptance is excluded, completion of the work shall take the place of acceptance.

(3) We are entitled at any time to present parts of the complete work to you for early partial acceptance. You must grant acceptance if the part is accessible for assessment in the presented form and meets the contractual specifications. Once parts have been accepted, you can no longer reject them later or demand a change unless there were unknown circumstances at the time of the partial acceptance.

§ 8 Payment terms

(1) The prices result from the individual offer.

(2) If individually agreed, the remuneration is calculated as a fixed sum or on the basis of the time and material costs incurred, including any travel expenses, if agreed to.

(3) Invoicing takes place:

  • in the creation of works, such as advertising materials and websites, in advance as well as after acceptance and/or completion.
  • in the provision of services, in principle after completion of the project, unless the projects last longer than one month. In this case, at the beginning of a calendar month, we will bill you for the services rendered.

(4) In the case of contractual performance, we are entitled to demand installment payments in a reasonable amount and also to bill partial services after provision or completion. In case of particular reasons (e.g., insolvency announcement, delayed payments in the past), we are entitled to demand payment in advance.

(5) The invoice amount is due immediately and without deduction.

§ 9 Copyright, scope of rights of use and licenses

(1) The copyright and rights of use of works created by us are ours.

(2) We grant you the rights of use of the delivered materials in the scope described in our offer. As a rule, a transfer of rights of use takes place within the framework of a license agreed upon in an offer.

(3) If the transfer of rights of use has not been expressly regulated, the parties agree in this case as a standard provision that the contractor has been granted geographically, objectively and temporally unlimited rights of use for all works delivered by us after the payment has been received.

(4) The parties agree that the transfer of rights of use under this agreement shall also apply to your affiliated companies. This means that you may grant sub-licenses to companies in which you hold shares. In this case you will inform us.

(5) In principle, we have the right to be named as the author, unless expressly agreed otherwise.

(6) Furthermore, we undertake to deliver material free of the rights of third parties or with sufficient rights of use within the agreed scope. We can opt to have the rights of use acquired by ourselves or by you directly.

(7) We are not liable for statutory claims of third parties on subsequent increase in remuneration according to § 32, 32a UrhG.

§ 10 Warranty

(1) Insofar as a work created by us is the object of the contract, the statutory warranty is applied. If the work is defective within the meaning of § 633 BGB (German Civil Code), you are entitled to demand supplementary performance and, in the event of its failure, to withdraw from the contract, to reduce the price or to demand compensation for the necessary expenditures.

(2) If you require supplementary performance, we will do so at our discretion by eliminating the defect or by rebuilding defect free works.

(3) The limitation period for defect claims with respect to a work created by us is one year from the date of acceptance or if, according to the nature of the work, the acceptance is excluded, as of completion.

(4) Technical data, specifications, and performance data in general public statements are not quality specifications.

(5) There is no defect when a website that is optimized for search engines does not occupy a certain rank for a certain duration and can be found accordingly, since all search engines constantly change their technology and their ranking list calculations and thus the ranking lists permanently vary. We do not give a guarantee for a certain rank or page one of the search engine results.

(6) The above restrictions and shortening of deadlines shall not apply to claims based on damage caused by us, our legal representatives, or assistants.

  • in the event of injury to life, limb or health
  • in case of intentional or grossly negligent breach of duty
  • in the event of breach of material contractual obligations, the fulfillment of which is essential for the proper performance of the contract and on the observance of which the contractual partner may regularly rely (contractual obligations)
  • in the case of guarantee promises, if agreed
  • to the extent that the scope of application of the Product Liability Act has been opened up..

§ 11 Liability and limitation of liability

(1) For claims based on damage caused by us, our legal representatives or assistants, we are always liable without limitation.

  • in the event of injury to life, limb or health
  • in case of intentional or grossly negligent breach of duty
  • in the case of guarantee promises, if agreed
  • to the extent that the scope of application of the Product Liability Act has been opened up.

In the event of a breach of material contractual obligations, the fulfillment of which is essential for the proper performance of the contract and on the compliance with which the contractual partner may regularly rely (cardinal obligations) due to slight negligence on our part, on the part of our legal representatives or assistants, the amount of liability shall be limited to the damage foreseeable at the time of conclusion of the contract, the occurrence of which must typically be expected. Otherwise, claims for damages are excluded. We shall not be liable for the slightly negligent breach of obligations other than those specified in the preceding sentences.

(2) You warrant that the content and information you provide does not unlawfully interfere with the rights of third parties. We do not perform any competitive, copyright, or trademark checks on the material you provide or the links you request to third-party websites. You hereby indemnify us from any claims in this connection and undertake to reimburse us for the reasonable costs of legal defense if we have satisfied our duty to mitigate damages by proper handling of the case.

(3) We shall only be liable for infringements of competition law, copyrights, and industrial property rights as well as similar infringements based on our conception if they have arisen through the design of our work and are based on ideas introduced by us. We shall not be liable for infringements based on a business model pursued by the customer.

§ 12 References

Even after termination of the contract, we are entitled to list the work created for you or images of it or the services provided for you on our website or our social media appearances or other types of advertising media as a reference. For this purpose, we are also entitled to make copies and use them for our own advertising purposes.

§ 13 Final provisions

(1) The law of the Federal Republic of Germany is to be applied. Mandatory regulations of the state in which you have your habitual residence remain unaffected. For contracts in which a consumer is not involved, the place of performance is our registered office in Göttingen.

(2) If you do not have a general place of jurisdiction in Germany or move your place of residence abroad after conclusion of the contract or if your place of residence is not known at the time of filing an action, the place of jurisdiction for all disputes shall be our place of business insofar as you are a merchant or a legal person under public law.

(3) Should individual provisions of this contract be ineffective or contradict the statutory regulations, this shall not affect the rest of the contract. The invalid provision shall be replaced by mutual agreement between the parties by a legally valid provision which comes as close as possible to the economic sense and purpose of the invalid provision. The above provision applies in case of loopholes accordingly.

General Terms & Conditions

§ 1 Applicability

(1) These terms contain the conditions for the use of our services between you, as a business, and us, Yellow Futur, Friedländer Weg 73 – 37085 Göttingen. A business is a legal person or a legal partnership that, in the course of entering into a legal transaction, acts in the exercise of its professional activity.

(2) Changes to these terms and conditions will be communicated to you in writing. If you do not object to changes within four weeks of notice receipt, these changes will be considered as acknowledged by you.

(3) These terms and conditions also apply to future business relationships. Thus, we do not have to refer to them again. If your business have conflicting or supplementary terms and conditions, its validity is hereby contradicted; they only become part of the contract if we have expressly consented to this. Deviations are effective only if expressly agreed in writing.

§ 2 Contractual object & Conclusion of contract

(1) The contractual object are the works and services offered by us in terms of web design, programming and maintenance, as well as digital marketing pieces and digital strategy. Their specific description can be found in your individual offer.

(2) You contact us via the contact form, by e-mail or by phone and describe your request, so that we can make you an individual offer tailored to your requirements. You will then receive a binding offer from us (= offer within the meaning of § 145 BGB). Only through your explicit order confirmation in writing, our contract begins.

(3) We do not provide legal advice, in particular on competition issues, copyright, trademark and media law. If necessary, you are required to seek external legal advice. We also do not make any patent applications.

§ 3 Continuous cooperation process

(1) Appointments are binding if confirmed in writing or documented in meeting minutes.

(2) When consulting and strategic services are the contractual object, we will advise you after detailed description of your needs for advice. We will document the findings and recommend possible solutions. We can also implement them according to your specifications. You decide on the services to be provided and the further implementation procedures.

(3) When the creation of digital work is the contractual object, it will be developed according to your specifications and wishes.

(4) Modifications that change the content of the contract and / or exceed the planned budget will be recorded by us in briefing and meeting minutes and send to you. If you do not agree, you must object within 3 working days. Insofar as the original contract hereby changes, we will inform you and ask for your confirmation. If you do not agree with the change, you must object to the confirmation letter within 3 working days.

(5) If it has been agreed that we develop a concept, we will design this for the specific contract. You grant us freedom of design in principle, unless you give binding written instructions in advance. When several concept proposals have been presented and you agree to a specific proposal in writing, no further draft proposals need to be submitted. After agreeing to a specific proposal in writing, any possible modification requests have to be expressed in writing within seven days. If there is no approval and if there is no rejection of certain characteristics of the concept proposal, we can proceed with the creation of the work after the deadline expiration on the basis of an unreasonable concept or terminate the contract in accordance with § 643 BGB. If you reject the approved proposal more than three times in a version that takes into account your wishes, we have the right to terminate the contract and to demand the appropriate remuneration for the work we have produced thus far. After final approval of a concept proposal, we will create the work in accordance with the contract.

§ Customer’s cooperation duties

(1) You agree to provide us with the necessary documents for planning, conception and implementation in a timely manner. Appointment and type of documents are based on the meeting and briefing reports.

(2) You agree to review our work, provide feedback and approval in a timely manner.

§ 5 Confidentiality

(1) We undertake to keep confidential all information that has become known to us in the course of our pro-fessional activities on the basis of our contract, even after the contract expiration.

(2) If you request it expressly, we will delete all information and content available in electronic form provided by you after the contract expiration. Upon prior request, we must first provide you with a copy of the information or content specified in the request. Information and content within an embodied form is to be given to you or destroyed at your request. This agreement has no effect on the content of any licenses.

(3) In the same manner, you undertake to treat confidentially the documents you receive from us, in particular ideas, concepts, images, texts and designs that are not patented, even after the contract expiration or termination of our cooperation.

§ 6 Deadlines, Cancellation & Termination

(1) We have to submit all of the agreed drafts, the finished work, and the agreed services to you within the contractually agreed deadlines.

(2) Non-compliance with these deadlines shall be harmless if and to the extent that the delay is due to the breach of duties and obligations by you.

(3) Both parties may terminate the contract prematurely in the event of significant breaches of duty by the other party. In particular if we refuse further performance, if you fail to comply with your obligations to co-operate on a sustained basis or if you fail to make any installment payments due. Termination of the contract requires a prior reminder or warning and setting of a deadline, unless further performance of the contract is impossible or has been rejected by the other party.

In addition, you may terminate the contract without any specific cause (including, in the case of a work to be produced, prior to its completion and, in the case of services, within the period specified in the contract). In the case of a work to be created, however, our claim to remuneration will remain unaffected.

(5) If the contract is effectively terminated by you, the contractually agreed rights of use of the already created material and their ownership shall pass to you against payment in the amount of the value of the services already rendered.

§ 7 Acceptance and complaints

If a work created by us (material, website, design, advertising material, etc.) is the object of the contract, the following is applied:

(1) After notification of work completion, you shall accept it within seven working days. Complaints must be made to us within this period in writing. Its acceptance cannot be refused due to minor defects. A work is also considered accepted if you have not refused it within the period of seven days after its completion nor stated at least one irregularity. In case of released concepts based on contractual specifications, complaints are excluded.

(2) If due to the nature of the work, acceptance is excluded, completion of the work shall take the place of acceptance.

(3) We are entitled at any time to present parts of the complete work to you for early partial acceptance. You must grant acceptance if the part is accessible for assessment in the presented form and meets the contractual specifications. Once parts have been accepted, you can no longer reject them later or demand a change unless there were unknown circumstances at the time of the partial acceptance.

§ 8 Payment terms

(1) The prices result from the individual offer.

(2) If individually agreed, the remuneration is calculated as a fixed sum or on the basis of the time and material costs incurred, including any travel expenses, if agreed to.

(3) Invoicing takes place:

  • in the creation of works, such as advertising materials and websites, in advance as well as after acceptance and/or completion.
  • in the provision of services, in principle after completion of the project, unless the projects last longer than one month. In this case, at the beginning of a calendar month, we will bill you for the services rendered.

(4) In the case of contractual performance, we are entitled to demand installment payments in a reasonable amount and also to bill partial services after provision or completion. In case of particular reasons (e.g., insolvency announcement, delayed payments in the past), we are entitled to demand payment in advance.

(5) The invoice amount is due immediately and without deduction.

§ 9 Copyright, scope of rights of use and licenses

(1) The copyright and rights of use of works created by us are ours.

(2) We grant you the rights of use of the delivered materials in the scope described in our offer. As a rule, a transfer of rights of use takes place within the framework of a license agreed upon in an offer.

(3) If the transfer of rights of use has not been expressly regulated, the parties agree in this case as a standard provision that the contractor has been granted geographically, objectively and temporally unlimited rights of use for all works delivered by us after the payment has been received.

(4) The parties agree that the transfer of rights of use under this agreement shall also apply to your affiliated companies. This means that you may grant sub-licenses to companies in which you hold shares. In this case you will inform us.

(5) In principle, we have the right to be named as the author, unless expressly agreed otherwise.

(6) Furthermore, we undertake to deliver material free of the rights of third parties or with sufficient rights of use within the agreed scope. We can opt to have the rights of use acquired by ourselves or by you directly.

(7) We are not liable for statutory claims of third parties on subsequent increase in remuneration according to § 32, 32a UrhG.

§ 10 Warranty

(1) Insofar as a work created by us is the object of the contract, the statutory warranty is applied. If the work is defective within the meaning of § 633 BGB (German Civil Code), you are entitled to demand supplementary performance and, in the event of its failure, to withdraw from the contract, to reduce the price or to demand compensation for the necessary expenditures.

(2) If you require supplementary performance, we will do so at our discretion by eliminating the defect or by rebuilding defect free works.

(3) The limitation period for defect claims with respect to a work created by us is one year from the date of acceptance or if, according to the nature of the work, the acceptance is excluded, as of completion.

(4) Technical data, specifications, and performance data in general public statements are not quality specifications.

(5) There is no defect when a website that is optimized for search engines does not occupy a certain rank for a certain duration and can be found accordingly, since all search engines constantly change their technology and their ranking list calculations and thus the ranking lists permanently vary. We do not give a guarantee for a certain rank or page one of the search engine results.

(6) The above restrictions and shortening of deadlines shall not apply to claims based on damage caused by us, our legal representatives, or assistants.

  • in the event of injury to life, limb or health
  • in case of intentional or grossly negligent breach of duty
  • in the event of breach of material contractual obligations, the fulfillment of which is essential for the proper performance of the contract and on the observance of which the contractual partner may regularly rely (contractual obligations)
  • in the case of guarantee promises, if agreed
  • to the extent that the scope of application of the Product Liability Act has been opened up.

§ 11 Liability and limitation of liability

(1) For claims based on damage caused by us, our legal representatives or assistants, we are always liable without limitation.

  • in the event of injury to life, limb or health
  • in case of intentional or grossly negligent breach of duty
  • in the case of guarantee promises, if agreed
  • to the extent that the scope of application of the Product Liability Act has been opened up.

In the event of a breach of material contractual obligations, the fulfillment of which is essential for the proper performance of the contract and on the compliance with which the contractual partner may regularly rely (cardinal obligations) due to slight negligence on our part, on the part of our legal representatives or assistants, the amount of liability shall be limited to the damage foreseeable at the time of conclusion of the contract, the occurrence of which must typically be expected. Otherwise, claims for damages are excluded. We shall not be liable for the slightly negligent breach of obligations other than those specified in the preceding sentences.

(2) You warrant that the content and information you provide does not unlawfully interfere with the rights of third parties. We do not perform any competitive, copyright, or trademark checks on the material you provide or the links you request to third-party websites. You hereby indemnify us from any claims in this connection and undertake to reimburse us for the reasonable costs of legal defense if we have satisfied our duty to mitigate damages by proper handling of the case.

(3) We shall only be liable for infringements of competition law, copyrights, and industrial property rights as well as similar infringements based on our conception if they have arisen through the design of our work and are based on ideas introduced by us. We shall not be liable for infringements based on a business model pursued by the customer.

§ 12 References

Even after termination of the contract, we are entitled to list the work created for you or images of it or the services provided for you on our website or our social media appearances or other types of advertising media as a reference. For this purpose, we are also entitled to make copies and use them for our own advertising purposes.

§ 13 Final provisions

(1) The law of the Federal Republic of Germany is to be applied. Mandatory regulations of the state in which you have your habitual residence remain unaffected. For contracts in which a consumer is not involved, the place of performance is our registered office in Göttingen.

(2) If you do not have a general place of jurisdiction in Germany or move your place of residence abroad after conclusion of the contract or if your place of residence is not known at the time of filing an action, the place of jurisdiction for all disputes shall be our place of business insofar as you are a merchant or a legal person under public law.

(3) Should individual provisions of this contract be ineffective or contradict the statutory regulations, this shall not affect the rest of the contract. The invalid provision shall be replaced by mutual agreement between the parties by a legally valid provision which comes as close as possible to the economic sense and purpose of the invalid provision. The above provision applies in case of loopholes accordingly.