General Terms and Conditions

General terms and conditions for services provided by Katrin Sellerbeck (hereinafter referred to as the Contractor), Berlin.

Applicability

The following provisions in §2, §3 paragraphs 3 and 4, §8 and §10 shall not apply to legal relationships with consumers, i.e. persons who enter into the contract for purposes that are predominantly neither attributable to their commercial nor their independent professional activity. The following terms and conditions shall otherwise apply to all business relationships of the Contractor. Any conflicting terms and conditions of the Client are hereby expressly rejected.

§ 1 Scope of Services

(1) The specific scope of services shall be determined by the respective individual contract and its annexes, including any special terms and conditions incorporated into the respective individual contract, as well as any existing specifications. The overall performance to be rendered by the Contractor is hereinafter also referred to as the "Product".

(2) Unless otherwise agreed, the respective individual contract shall be concluded by the Contractor submitting an offer to the Client, which the Client accepts either expressly or by implied conduct ("conclusive action"). Payment of a deposit on the offer shall, in particular, constitute implied acceptance.

(3) The commencement of services shall be governed by the provisions of the individual contract. Delivery dates shall constitute non-binding estimates only, unless expressly stipulated otherwise.

§ 2 Responsible Person; Client's Duty to Cooperate

(1) The Client shall designate a responsible person as the contact for the project, unless the Client is personally available for this purpose. The responsible person shall make binding decisions on behalf of their party regarding the progress of the collaboration and shall serve as the contact for all matters.

(2) The Client's responsible person shall be responsible for the provision, accuracy, and completeness of all information, work documents, and work materials required for the performance of the agreed services, and for establishing contact with the Client's relevant departments. The responsible person shall further ensure that necessary decisions on the part of the Client are made in a timely manner.

(3) The Client shall ensure that all required cooperation by the Client and its vicarious agents is provided in a timely manner, to the required extent, and at no cost to the Contractor.

(4) If the Client fails to fulfil its duty to cooperate, or does so insufficiently, despite being granted a reasonable grace period, the Client shall bear the resulting consequences, such as additional expenses or delays in the Contractor's services. In such cases, the Client shall also be obligated to compensate the Contractor for any resulting damages. During the period of delay, the Contractor shall be released from its obligations under the respective individual contract and these Terms and Conditions.

§ 3 Copyright and Related Rights

(1) The Contractor shall only grant the Client the right to use the agreed Product to the extent specified in the contract upon full payment of the agreed remuneration. Until the Product has been fully accepted and paid for, the Client shall only be entitled to use it provisionally for testing purposes. In the event of default in payment, the Contractor shall be entitled to prohibit the Client from further use of the Product.

(2) If the scope of the licence grant is not specified in the contract, the licence shall constitute a simple, non-exclusive right of use for an unlimited duration.

(3) If the Contractor is obligated under copyright law to provide subsequent remuneration to subcontractors on account of the success or distribution of a Product, the Contractor shall also be entitled to demand appropriate subsequent remuneration from the Client.

(4) The Contractor shall place unobtrusive copyright notices on all of its works, including those not subject to copyright protection. The Client shall not remove these notices.

§ 4 Amount of Remuneration

(1) The amount of remuneration shall be determined by the current price list, unless the individual contract contains a fee agreement.

(2) Estimates of the anticipated scope of services stated in the individual contract shall be non-binding. They are based on a best-effort assessment of the scope of services. If the Contractor determines during the performance of services that the estimated quantities will be exceeded, the Contractor shall notify the Client without undue delay. Until written approval from the Client is obtained, the Contractor shall not exceed the quantities and service levels underlying the estimate by more than 7%.

(3) Travel costs, including accommodation and other expenses, shall be invoiced to the Client in full.

§ 5 Billing

(1) Unless otherwise agreed in the individual contract, the Contractor shall invoice the services rendered on a monthly basis in arrears.

(2) The Contractor shall be entitled to charge a reasonable advance payment. If this is not specified in the offer, it shall amount to one-third of the total contract value.

(3) All prices are quoted exclusive of value added tax (VAT) at the statutory rate applicable at the time the service is rendered.

§ 6 Liability

(1) In the event of data loss, the Contractor shall only be liable for the effort required to restore the data, provided that the Client has carried out proper data backups.

(2) The Contractor shall not be liable for damages arising from the inability to perform services on an agreed date or from delays in the commencement of services, where the reasons for such inability or delay are beyond the Contractor's control.

(3) The Contractor shall assume no liability for events and circumstances outside the scope of its contractually assumed area of responsibility; this shall apply in particular to the services of telecommunications providers or hosting providers.

(4) The Contractor shall furthermore assume no liability for damages arising from the integration of computer programs, files, or data sources made available by the Client into the Contractor's services. In particular, the Contractor shall not be liable for any lack of interoperability of computer programs provided by the Client.

(5) The Contractor shall not carry out any legal review as to whether the use of designations, advertising texts, or slogans is permissible under trademark or competition law. Such review shall be the responsibility of the Client. At the Client's request, the Contractor shall cooperate with a law firm instructed by the Client in this regard.

(6) The Contractor shall not review materials provided by the Client (e.g. computer programs, images, texts, databases) for potential infringement of third-party copyrights. The Client shall be responsible for providing the Contractor only with materials to which the Client holds the rights necessary for the performance of the contract. If the Contractor is held liable by third parties for using templates or materials provided by the Client in a manner consistent with the contract, the Client shall be obligated to compensate the Contractor for any resulting damages.

(7) The aforementioned limitations of liability shall apply mutatis mutandis in favour of the Contractor's employees and agents.

§ 8 Subcontractors

The Contractor shall be entitled to engage freelancers and subcontractors, unless expressly agreed otherwise.

§ 9 Data Protection and Data Security; Reference Clients

(1) Both parties shall comply with the applicable data protection regulations, in particular those valid in Germany, and shall obligate their employees involved in connection with the contract to maintain data secrecy in accordance with Section 5 of the German Federal Data Protection Act (BDSG), insofar as they are not already subject to a corresponding general obligation. Personal data shall be identified as such by both parties.

(2) The Contractor shall be entitled to publicly name the Client as a reference client.

§ 10 Force Majeure

(1) The Contractor shall be released from its obligation to perform under this contract if and to the extent that the non-performance of services is attributable to circumstances of force majeure arising after the conclusion of the contract.

(2) Circumstances of force majeure shall include, for example, war, strikes, civil unrest, expropriation, fundamental changes in legislation, storms, floods, and other natural disasters, as well as other circumstances beyond the Contractor's control, in particular water damage, power failures, system failures on the Internet, and interruptions or destruction of data-carrying lines.

(3) Each contracting party shall notify the other contracting party of the occurrence of a case of force majeure without undue delay and in writing.

§ 11 Jurisdiction

If the Client is a merchant, a legal entity under public law, or a special fund under public law, the place of jurisdiction shall be the registered office of the Contractor.

Governing Language

These terms and conditions have been translated from German for informational purposes only. In the event of any discrepancy between the German and the English version, the German version shall prevail.