These general terms and conditions govern the cooperation between websitebestellen and its clients in the conception, design, development, promotion and support of digital products. Please note: this website is a template; the terms are a specimen and must be reviewed by a lawyer and adapted to your own service offering before use.
§ 1 Scope
These general terms and conditions apply to all contracts between websitebestellen, Torstraße 123, 10119 Berlin (the “Agency”) and its clients (the “Client”) concerning services of conception, design, development, advertising, AI automation and ongoing support.
The services are addressed exclusively to entrepreneurs within the meaning of § 14 BGB, legal entities under public law and special funds under public law. Deviating, conflicting or supplementary terms of the Client only become part of the contract if the Agency has expressly agreed to their validity in text form.
§ 2 Conclusion of contract
Offers made by the Agency are subject to change and constitute an invitation to submit an offer. A contract is concluded as soon as the Client accepts a written offer from the Agency in text form or the Agency sends an order confirmation. Unless expressly designated otherwise, cost estimates are non-binding.
Ancillary agreements, amendments and supplements require text form to be effective. Unless stated otherwise, offers remain valid for 30 calendar days from the date of issue.
§ 3 Scope of services
The scope of the services owed follows conclusively from the offer or the specification of services. The Agency provides work performance where a specific result has been agreed, and services where ongoing support or consulting is owed. A particular commercial outcome — in particular rankings, reach, cost per click or revenue — is not the subject of the contract unless it has been expressly agreed as a result owed.
The Agency is entitled to engage subcontractors and freelancers. In such cases it remains the Client’s sole contractual partner and is liable for its vicarious agents as for its own conduct. Change requests going beyond the agreed scope of services are invoiced as a separate order on a time and material basis or on the basis of a supplementary offer.
§ 4 The Client’s duties to cooperate
The Client provides the Agency with all information, content and access required for the provision of services in good time, in full and in a usable format. This includes in particular:
- texts, images, logos and videos including the necessary usage rights
- access data for hosting, domains, analytics and advertising accounts
- the nomination of a contact person authorised to take decisions
- feedback and approvals within five working days of submission
The Client warrants that the content it supplies is free of third-party rights and that its use does not infringe any legal provisions. To that extent the Client indemnifies the Agency against third-party claims. If the Client’s cooperation is delayed, agreed deadlines are postponed appropriately; demonstrable additional expenditure is charged at the hourly rates in force at the time.
§ 5 Remuneration and payment terms
All prices are quoted in euros plus statutory value added tax. Unless agreed otherwise, project services are invoiced in three instalments: 40 per cent upon placement of the order, 30 per cent upon approval of the design and 30 per cent upon handover. Ongoing support services are invoiced monthly in advance.
Invoices are due for payment without deduction within 14 calendar days of receipt. In the event of default the Agency is entitled to charge default interest of nine percentage points above the base rate as well as a flat fee of EUR 40 under § 288 (5) BGB. The Agency may suspend ongoing work and the operation of systems it provides, subject to ten calendar days’ prior notice, for as long as due invoices remain unpaid. Set-off and retention are only permitted with undisputed claims or claims established by a final court decision.
§ 6 Deadlines and default
Dates and deadlines are only binding if they have been expressly designated as binding in text form. Binding deadlines presuppose that all acts of cooperation required from the Client have been performed in good time.
Events of force majeure, industrial action, official orders and significant disruptions at upstream suppliers extend the performance periods by the duration of the impediment plus an appropriate start-up time. If the impediment lasts longer than eight weeks, either party may terminate the affected part of the services in text form; partial services already rendered must be remunerated.
§ 7 Usage rights in the work
Upon full payment of the agreed remuneration, the Agency transfers to the Client the exclusive right of use, unlimited in time, territory and content, in the work results created specifically for the Client, including source code, design files and content. Until payment has been made in full, all rights remain with the Agency.
Rights in the Agency’s pre-existing modules, libraries, frameworks and tools are not transferred; in respect of these the Client receives a simple, non-exclusive and transferable right of use within the scope of the project purpose. Third-party software is subject to the respective licence terms, which the Agency lists in the handover document. The Agency is entitled to use the services rendered as a reference naming the Client, unless the Client objects in text form.
§ 8 Acceptance
Work performance must be accepted upon completion. The Agency notifies readiness for acceptance in text form and provides the result on a test environment. The Client examines the work within ten working days and either declares acceptance or describes the defects identified in a comprehensible manner in text form.
If neither acceptance nor notification of defects occurs within this period, the work is deemed accepted. The same applies if the Client puts the result into productive use. Insignificant defects do not entitle the Client to refuse acceptance; they are remedied within the scope of the warranty. Partial acceptance of separable sections of the work is permitted.
§ 9 Warranty
The Agency warrants that the services correspond to the agreed quality. In the event of defects the Agency has the right to subsequent performance; if this fails after two attempts, the Client may reduce the remuneration or — in the case of substantial defects — withdraw from the affected part of the services. The warranty period is twelve months from acceptance.
Excluded from the warranty are defects resulting from content supplied by the Client, unauthorised changes to the source code, improper use, missing updates of third-party systems or disruptions of third-party infrastructure. The Agency does not owe compatibility with browsers or systems whose market share in the German-speaking region is below one per cent.
§ 10 Liability
The Agency is liable without limitation in cases of intent and gross negligence, for injury to life, body or health, under the German Product Liability Act and to the extent of any guarantee assumed.
In the event of slightly negligent breach of material contractual obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Client may regularly rely, liability is limited to the foreseeable damage typical of the contract, but not exceeding the net remuneration agreed for the project concerned. Otherwise liability for slight negligence is excluded. The Agency is liable for loss of data only to the extent that would have been necessary for restoration had the Client carried out proper and regular data backups.
§ 11 Contract term and termination
Project contracts end upon acceptance and payment in full. Continuing obligations such as maintenance, advertising or operating contracts are concluded with an initial term of three months and may thereafter be terminated in text form with four weeks’ notice to the end of a month. There is no automatic renewal for a further year.
The right of extraordinary termination for good cause remains unaffected for both parties. For the Agency, good cause exists in particular if the Client is more than 30 calendar days in default with due payments or persistently fails to perform necessary acts of cooperation despite being requested to do so. After termination the Agency hands over all access data, data and work results; any further support with the handover is remunerated on a time and material basis.
§ 12 Confidentiality
Both parties undertake to treat all confidential information, business and trade secrets that become known in the course of the cooperation as confidential for an unlimited period and not to make them accessible to third parties. Excluded is information that is publicly known, was developed independently or must be disclosed on the basis of a statutory obligation.
If personal data is processed on behalf of the Client in the course of the services, the parties conclude a data processing agreement under Article 28 GDPR before processing begins. The Agency obliges all employees and subcontractors deployed to maintain confidentiality.
§ 13 Final provisions
The law of the Federal Republic of Germany applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes arising from or in connection with this contractual relationship is Berlin, provided that the Client is a merchant, a legal entity under public law or a special fund under public law.
Should individual provisions of these terms be or become invalid in whole or in part, the validity of the remaining provisions remains unaffected. The statutory rules take the place of the invalid provision. In the case of continuing obligations, the Agency notifies the Client of changes to these terms in text form at least six weeks before they take effect; if the Client does not object within four weeks, the changes are deemed accepted.
