TERMS AND CONDITIONS (GTC)
Mallorca media is represented by the owner Nicola Hieber. Mallorca media is self-employed, the sales tax identification number is DE 340 875 699.
1. SCOPE OF APPLICATION
These general terms and conditions (hereinafter referred to as GTC) apply to all business relationships between mallorca media (hereinafter referred to as mallorca media or the agency) and entrepreneurs, legal entities under public law or special funds under public law. The agency’s terms and conditions also apply to all future business with the customer, even if no express reference is made to the terms and conditions again in individual cases. Conditions of the customer that contradict or deviate from these terms and conditions do not apply unless the agency has expressly agreed to their validity in writing. These terms and conditions also apply if the agency carries out the orders without reservation in the knowledge of conflicting or deviating conditions of the customer. Even then, the general conditions of the customer are not part of the contract. The agency’s terms and conditions apply to all orders, whether in electronic business transactions, in writing, by telephone or in any other way. In addition, unless these terms and conditions regulate otherwise, the provisions of the German Civil Code apply in the version current at the time of delivery or service.
2. CONCLUSION OF A CONTRACT
The agency offers professional solutions for programming and websites as well as all advertising and marketing measures. All offers from the agency are subject to change and non-binding. The basis for the conclusion of the contract is the respective offer of the agency, in which scope and scope of the order is defined in a detailed description of services.
All agreements made between the agency and the customer for the purpose of executing an order must be made in writing. Changes, additions and side agreements must be made in writing to be effective. However, the agency is also entitled to accept orders from the customer implicitly and / or verbally. Additional costs arising from changes and / or additions are to be paid for separately by the customer.
The subject of every contract is the provision of the agreed service by the agency, but not a specific success hoped for by the customer. The agency is entitled to use third parties (in particular subcontractors and / or freelancers) to carry out the contract.
Maintenance contracts for websites are always concluded on a monthly basis for a minimum term – usually 6 months – at a fixed “flat rate”. After this minimum term, the customer can terminate this contract by email at any time at the end of the following month.
3. PRICES, PAYMENT
All prices are given in EUR and are exclusive of VAT, unless expressly stated otherwise. Fees, taxes and other ancillary costs are not included in the prices. All additional costs (such as travel costs, shipping costs, insurance premiums and expenses) will be billed separately in accordance with the contractual agreement.
The development of creative, conceptual and / or proposals intended for presentation in the run-up to the conclusion of a contract takes place, unless otherwise agreed, for a separate payment. If a price has not been agreed for this, the local reasonable prices apply, unless otherwise contractually agreed, due within 14 days of receipt of the invoice without any deductions. If the payment deadline is exceeded, the agency is entitled to default interest of 5 percentage points above the base rate without any further warning. The right to claim further damage remains unaffected by this regulation.
Insofar as the Agency’s customer is in default of payment, the Agency shall be entitled to prohibit the customer from using the services and to withdraw its right of ownership to all services that have not been paid for in full.
Third-party services that exceed the total amount of 250 euros are generally due in advance.
4. OFFSET AND RIGHT OF RETENTION
The agency’s customer is only entitled to offset and retention if the customer’s counterclaims are based on the same contractual relationship, have been legally established or are undisputed. Section 369 of the German Commercial Code (HGB) remains unaffected.
5. USE RIGHTS, COPYRIGHT AND OTHER INDUSTRIAL PROPERTY RIGHTS
The customer assures that all rights to the templates, texts, graphics, presentations, etc. provided to the agency lie with the customer. With regard to all related claims of third parties, the customer releases the agency internally.
The granting of rights of use, copyrights, ancillary copyrights and other industrial property rights to the agency’s services is only transferred to the extent agreed in the contract with the customer. Any other, additional and / or changing use requires the prior written consent of the agency. In such a case, the agency is entitled to make the approval dependent on the payment of an additional usage fee.
Unless otherwise agreed, with the full payment of the agreed fee in the contractually agreed scope, the customer acquires the non-transferable rights of use for non-exclusive, territorial, content-related and time-unlimited use. Property rights to services developed by mallorca media are not part of the offer price, but can be acquired at any time at the customer’s request for an additional usage fee of 75% of the agency services concerned (including transfer of open work data).
The granting of rights of use does not refer to the drafts, sketches and / or planning, but only to the specifically completed and paid service.
As long as and to the extent that the agency purchases third-party services to fulfill the customer’s order, the rights of these third-party providers are acquired for the desired scope of use if possible at the customer’s request.
The agency assumes no liability for the legal validity of the acquired rights and, if requested by the customer, assigns any existing rights to the customer. The customer releases the agency for all claims of these third parties. This exemption also applies in the event that the third party makes claims because the customer uses the additionally purchased services beyond the scope of use agreed with the agency.
Rights of use to services that have not yet been paid for at the end of the cooperation between the parties remain with the agency, subject to a different contractual arrangement with the customer.
6. PRIVATE ADVERTISEMENT
The agency is entitled to use the services it provides appropriately by way of self-promotion in a manner customary in the industry.
7. SCOPE OF PERFORMANCE OBLIGATIONS
Mallorca media is only obliged to provide the customer with the services provided in the agreed form. A transfer of open data (e.g. uncompiled source code, video, 3D, InDesign, Illustrator and Photoshop files) for further processing by the customer only takes place if this has been expressly agreed in writing and a separate fee has been agreed ( Ownership rights and administration effort).
If the transfer of all files, work results, etc. has been agreed in digital form, the agency shall satisfy its obligation in this regard if it makes this data available to the customer via data transfer.
8. SOCIAL MEDIA, SEM / SEA AND WEBHOSTING
As long as and to the extent that the customer has commissioned SEM or SEA with mallorca media, mallorca media only owes action without owing any separate success. In particular, no guarantee can be given that a specific ranking will be achieved.
As long as and insofar as the customer also wishes the digital applications to be web hosting, the agency will not do this in its own name. Rather, the agency is authorized by the customer to conclude a web hosting contract with a provider duly selected by the agency. The web host’s contractual partner is exclusively the customer. In this regard, the agency only owes the faultless selection of a suitable host provider, but is not itself responsible for hosting and availability. Mallorca media will inform the service provider, who takes over the web hosting, the wishes of the customer with regard to the term and the other conditions. The agency takes over hosting for the customer itself only after a separate contractual agreement. In this case, the agency leases managed servers and sublet hosting services to the customer. In this case, the agency is only liable for its own fault, but not for the fault of the service provider.
Maintenance contracts for the SEO of websites are always concluded on a monthly basis for a minimum term – usually 6 months – at a fixed “flat rate”. After this minimum term, the customer can terminate this contract by email at any time at the end of the following month.
9. EXPLOITATION, SOCIETY, STEMS AND OTHER FEES
All fees that may arise from collecting societies, such as GEMA or the artists social fund, are to be borne separately by the customer.
10. SPECIAL NOTES
The agency essentially designs solutions for marketing measures. The agency therefore expressly points out to the customer that the agency will provide its services to the best of its knowledge and belief, but naturally does not provide its own legal advice on the admissibility of the respective marketing measure and therefore cannot guarantee that the agency will do so services provided, in particular, but not exclusively, are permissible under competition law or due to further advertising restrictions or remain permissible in the long term.
The customer fully indemnifies the agency internally with regard to such third-party claims.
Claims by the customer against the agency in this regard are excluded.
If the customer cancels the maintenance contract, be it for SEO or website maintenance, it will continue to run automatically until the customer issues a corresponding cancellation or the agency returns it. The fixed flat-rate tariff is due up to this point in time. The agency does not have to keep a specification for the maintenance of a website or the SEO of a website, as this would usually exceed the maintenance effort and thus the calculated number of hours. At the express request of the customer, a specification for maintenance can be created for a corresponding fee.
11. CUSTOMER AND THIRD PARTY’S OBLIGATION TO COOPERATE PRODUCTION
The customer is obliged to help achieve the contractual objective and to provide the agency with the information to be used in good time, to check and approve drafts, as long as and insofar as this is necessary for the provision of services by mallorca media. The customer is also obliged to provide the agency with all media data required for the provision of services in a digital format in a manner customary in the industry. If the customer does not properly fulfill his duty to cooperate, in particular if requested by the agency, the agency is entitled, after setting a reasonable deadline, to withdraw from the contract and to invoice the customer for the lost profit.
As long as and to the extent that mallorca media uses third parties to provide services, for example for the production of print documents, mallorca media is not obliged to monitor production, unless this has been expressly agreed with the customer. Mallorca media only owes the proper selection of the service provider.
As long as and insofar as the parties have not agreed otherwise, mallorca media is entitled to represent the customer for the conclusion of the contract with third-party companies. Third-party entrepreneurs are, for example, but not exclusively, advertising papers, printing companies, web hosting providers, etc. In such a case, the contractual relationship is established directly between the agency’s customer and the third-party provider. The customer can only assert claims from this contractual relationship directly against the third-party provider. In this respect, the customer is also obliged to check, approve and / or accept the services of these third-party providers. If the customer instructs the agency with such a review / approval and / or acceptance, then the customer can no longer derive objections to the agency from this. Mallorca media may charge an appropriate service fee for support. Complaints and reclaims from third-party services to the agency, e.g. commissioned printing services and merchandising products, are excluded after the customer has released the final print data to the agency. If the order value of the services to be provided by third parties exceeds 500 euros, 100% of the invoice amount must be paid in advance. Only then will the agency award the contract to a third party. If the order value of the services to be provided by third parties exceeds 500 euros, 100% of the invoice amount must be paid in advance. Only then will the agency award the contract to a third party. In the case of supplied print data or images, mallorca media accepts no liability whatsoever for the correct resolution in the event of printing.
If the order value of the services to be provided by third parties exceeds 500 euros, 100% of the invoice amount must be paid in advance. Only then will the agency award the contract to a third party.
Specified service periods and / or dates are approximate dates and are not binding. Fixed dates confirmed in writing are excluded from this. If the agency’s performance is delayed for reasons for which it is not responsible, for example due to documents not being provided by the customer in good time, claims for damages by the customer are excluded. In any case of non-compliance with a deadline, the customer is obliged to give the agency a reasonable grace period to provide the respective service. In the event of force majeure, the agreed delivery / service deadlines are extended accordingly by the duration of the force majeure.
As long as and insofar as a concrete success is owed through the provision of a certain work, the customer is obliged to accept the work after completion. The acceptance may only be refused if there are significant defects in the work, otherwise the acceptance is deemed to have been granted.
If the customer does not meet his obligation to take delivery upon request by the agency within 10 working days, the taking over is also deemed to have taken place as long and as long as there are no significant defects in the work.
14. WITHDRAWAL BY THE AGENCY
The agency has the right to refuse the service if, after the conclusion of the contract, it becomes apparent that the entitlement to payment for the services is endangered by the customer’s inability to perform. In this case, the agency must inform the customer of this and give him the opportunity to provide suitable and suitable security. The agency cannot withdraw from the contract if and as long as the agency accepts the security provided. If the agency is permanently (8 weeks) hindered by force majeure or other unforeseeable events at the time of the conclusion of the contract and the agency is not responsible for this circumstance, it is entitled to withdraw without the customer being entitled to claims for damages.¬Claims by the customer are excluded, unless they consist of willful behavior, for guaranteed characteristics, due to injury to life, limb or health or according to the product liability law.
Warranty claims of the customer due to a defect in the service provided only exist if the customer notifies the agency of these defects immediately (within 10 working days after delivery of the services). Otherwise, the agency’s services are deemed to have been accepted. The customer’s duty to examine extends to the entire service received. The receipt of the complaint in writing by mallorca media is decisive for the timeliness of the complaint. As long as and to the extent that justified defects are reported, the agency is obliged to revise the services. The associated, comprehensible, reasonable and proven expenses shall be borne by the agency in the event of a justified complaint. If the supplementary performance fails (after two attempts), the customer is entitled to either to reduce the agreed fee or to withdraw from the contract. In the case of minor defects, the customer has no right of withdrawal. The warranty period is one year from acceptance of the service. The shortening of the warranty obligation to one year does not apply to claims by the customer for which liability is not limited (§9). The agency’s warranty obligation does not exist if the customer carries out a repair himself or has it done by a third party without the consent of the agency. The agency is only liable for direct damage, but not for indirect damage and / or consequential damage. The agency only guarantees that the goods are free from defects at the time of acceptance.
16. LIABILITY RESTRICTION
Mallorca media is liable in accordance with the statutory provisions. In the case of negligently caused property and financial damage, mallorca media and its vicarious agents are only liable in the event of a breach of an essential contractual obligation, but limited in amount to the damage that is foreseeable and typical for the contract at the time the contract was concluded; essential contractual obligations are those whose fulfillment characterizes the contract and on which the customer of mallorca media can rely.
17. FORCE MAJEURE
“Force majeure” means the occurrence of an event or circumstance which prevents mallorca media or our customers from fulfilling one or more of the contractual obligations from the contract if and to the extent that the party affected by the obstacle can prove that: (a) this The obstacle is beyond its reasonable control; and (b) it was not reasonably foreseeable at the time the contract was concluded; and (c) the effects of the obstacle could not reasonably have been avoided or overcome by the affected party.
Until the contrary is proven, the following events which affect a party are presumed to meet the requirements of paragraph 1 lit. (a) and lit. (b) of this clause: (i) War, acts of foreign enemies, extensive military Mobilization; (ii) civil war, riot, rebellion and revolution, military or other seizure of power, insurrection, acts of terrorism, sabotage or piracy; (iii) currency and trade restrictions, embargo, sanctions; (iv) lawful or unlawful official acts, compliance with laws or government orders, expropriation, confiscation of works, requisition, nationalization; (v) plague, epidemic, natural disaster or extreme natural event; Despite the declaration of Covid-19 as a global pandemic by the WHO in 2020, the current and future effects and restrictions are not foreseeable, so that Covid-19 as well as other diseases that lead to an epidemic situation of national scope are called “force majeure” applies; (vi) explosion, fire, destruction of equipment, prolonged failure of means of transport, telecommunications, information systems or energy; (vii) general labor unrest such as boycott, strike and lockout, occupation of factories and buildings. Information systems or energy; (vii) general labor unrest such as boycott, strike and lockout, occupation of factories and buildings. Information systems or energy; (vii) general labor unrest such as boycott, strike and lockout, occupation of factories and buildings.
A party who successfully invokes this clause is released from its obligation to fulfill its contractual obligations and from any liability for damages or from any other contractual remedy for breach of contract from the point in time at which the obstacle makes it impossible for it to provide the service; provided this is communicated immediately. If the notification is not given immediately, the exemption will take effect from the point in time at which the notification reaches the other party. If the effect of the alleged obstacle or event is temporary, the consequences outlined above only apply as long as the alleged obstacle prevents the affected party from fulfilling the contract. If the duration of the asserted obstacle has the consequence that the contracting parties what they could justifiably expect by virtue of the contract is withdrawn to a considerable extent, each party has the right to terminate the contract by notifying the other party within a reasonable period of time. Unless otherwise agreed, the parties expressly agree that the contract can be terminated by either party if the duration of the hindrance exceeds 120 days. Unless otherwise agreed, the parties expressly agree that the services and costs incurred by mallorca media up to the time of termination may be invoiced. terminate the contract by notifying the other party within a reasonable period of time. Unless otherwise agreed, the parties expressly agree that the contract can be terminated by either party if the duration of the hindrance exceeds 120 days. Unless otherwise agreed, the parties expressly agree that the services and costs incurred by mallorca media up to the time of termination may be invoiced. terminate the contract by notifying the other party within a reasonable period of time. Unless otherwise agreed, the parties expressly agree that the contract can be terminated by either party if the duration of the hindrance exceeds 120 days. Unless otherwise agreed, the parties expressly agree that the services and costs incurred by mallorca media up to the time of termination may be invoiced.
18. PLACE OF JURISDICTION, PLACE OF PERFORMANCE AND FINAL PROVISIONS
German law applies exclusively to all contracts with the agency. The place of jurisdiction for all disputes arising from the business relationship is the respective seat of the agency, whereby the agency is entitled, but not obliged, to sue the customer at his place of jurisdiction. Should any provision of these terms and conditions or the contract be or become ineffective, this shall not affect the validity of the remaining provisions. Ineffective or unenforceable provisions will be mutually replaced by an effective or enforceable provision that comes as close as possible to the ineffective or unenforceable provision in terms of its economic result. All changes to a contract concluded with the agency – as well as entering into the contract – must be made in writing.
as of October 2020 & Covid additions in May 2021