RAHAUS Business Innovations GmbH
This page is last updated on August 31, 2021
1. Basic provisions
1.1 The following terms and conditions apply to all contracts you (hereinafter referred to as “Customer”) conclude with RAHAUS Business Innovations GmbH, Altmarkt 10 B/D, 01067 Dresden (hereinafter referred to as “Contractor”).
1.2 Unless otherwise agreed, the inclusion of own terms and conditions used by you, if any, is objected to.
1.3 A consumer within the meaning of the following provisions is any natural person who enters into a legal transaction for purposes that can predominantly be attributed neither to his commercial nor to his independent professional activity. An entrepreneur is any natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his independent professional or commercial activity.
2.1 Our services are exclusively directed to entrepreneurs in the sense of § 14 BGB (German Civil Code), who order and use the services within the scope of their independent, professional or commercial activity. A conclusion of a contract with consumers in the sense of § 13 BGB is excluded.
2.2 The Contractor reserves the right to demand proof of entrepreneurial status from the Customer before accepting the contractual offer.
2.3 The Contractor reserves the right to regularly check the entrepreneurial status of the Customer even after the conclusion of the contract.
3. Subject matter of the contract
The subject of the contract is the provision of IT and marketing services, in particular the creation, operation and distribution of Internet presences, implementation of software systems, consulting services, services in the field of online marketing and social media management, and related agency services. The specific subject matter of the contract shall be set out in the offer of the Contractor.
4 Conclusion of contract
4.1 The offers of the Contractor on the Internet are non-binding and not a binding offer to conclude a contract.
4.2 You have the possibility to send us an inquiry by telephone, by e-mail, or by contact form. These inquiries are non-binding for you.
4.3 We will submit a binding offer in text form (e.g. by e-mail), which you can accept within 5 days.
4.4 The processing of the order and transmission of all information required in connection with the conclusion of the contract is partly automated by e-mail. You must therefore ensure that the e-mail address you have provided to us is correct, that the receipt of e-mails is technically guaranteed, and, in particular, that it is not prevented by SPAM filters.
5. Cooperation obligations of the client
5.1 The Customer shall be obligated to provide the Contractor in a timely manner with all documents, information, texts, or files necessary for the conception, creation, and implementation of the requested orders. This includes in particular access data to [please enter accordingly].
5.2 Insofar as the Client provides the Contractor with the documents and information mentioned under 5.1, the Client assures that it is entitled to hand over and use these templates, data, and information.
5.3 Agreed performance periods shall not commence until all details of execution have been fully clarified. Compliance with the obligation to perform shall be conditional upon the timely and proper fulfillment of the Customer’s duties to cooperate (in particular the general provision of information, answering inquiries, timely approvals).
5.4 In the event of a delay for which the Client is responsible or which is due to force majeure, the performance period shall be extended for the duration of the delay.
6 Transfer of rights of use and release from liability
6.1 The Client shall provide the Contractor with the suitable information, texts, or files required for the individual design of the services by e-mail at the latest immediately after the conclusion of the contract. Any specifications regarding file formats are to be observed.
6.2 The Customer undertakes not to transmit any data whose content infringes the rights of third parties (in particular copyrights, rights to a name, trademark rights) or violates existing laws. The Contractor shall not check the transmitted data for the correctness of content and in this respect shall not assume any liability for errors.
6.3 The Customer shall expressly indemnify the Contractor against all claims asserted by third parties in this context. This shall also apply to the costs of legal representation required in this context. The indemnification shall be subject to the condition that any settlement or acknowledgment of third party claims shall only be made with the prior written consent of the Customer.
6.4 Insofar as the Contractor has been commissioned with the creation of concepts, it shall create these solely from a design perspective. After selection of a concept by the Client, the Client shall review the concept to determine whether it violates, in particular, trademark rights, rights to a name, copyrights and other rights of third parties. If this is the case, the Client shall be free to select an alternative from the other concepts submitted or to commission the Contractor to revise the selected concept. The revision of the concept shall be remunerated by the Customer insofar as the Contractor cannot be proven to have intentionally or grossly negligently disregarded the rights of third parties during the preparation of the first concept.
6.5 If the Client receives a draft correction from the Contractor, it must be checked by the Client without delay. If the Client agrees with the draft, he shall release the draft for execution by countersigning it in text form (e.g. e-mail).
6.6 The design work will not be carried out without the Client’s approval.
6.7 The Client shall be responsible for checking the proof for correctness and completeness and for notifying the Contractor of any errors. The Contractor shall not assume any liability for errors that are not objected to.
6.8 Insofar as the Contractor creates texts, images, graphics, and designs as part of the individual design for the Client, these shall be subject to copyright.
6.9 The Contractor shall be the copyright owner of all documents, in particular designs, sketches, and plans, which are produced within the scope of the conception, creation, and planning as well as the implementation of the orders. The Contractor reserves all copyrights and other ancillary copyrights to the analyses, concepts, programming work, and other work results produced by it. The Contractor shall also be entitled to the rights resulting from the Copyright Act with regard to services that are not to be qualified as works within the meaning of § 2 UrhG.
6.10. If nothing to the contrary results from the assignment of the Contractor, the use, reproduction, or modification of individual parts or complete contents shall not be permitted without the express consent of the Contractor.
6.11. Unless otherwise agreed, the Contractor shall transfer to the Client the right to use the copyrighted works created for the Client for an unlimited period of time. The Client is expressly prohibited from making the copyrighted works or parts thereof available to third parties in any way, either privately or commercially, unless a transfer to third parties is covered by the purpose of the contract.
6.12. The transfer of the right of use is subject to the condition precedent of full payment of the agreed remuneration. If the contracting parties have concluded a service and/or work contract, the transfer of the right of use shall be subject to the condition precedent of appropriate partial payment of the agreed remuneration.
6.13. In the case of the creation and design of a website, the Client shall name the Contractor in the imprint of the website as the author of the website.
7. Prices, terms of payment
7.1 The prices are listed in the respective offer.
7.2 Unless otherwise stated, claims for remuneration shall be due for payment immediately after they have arisen.
7.3 If the Contractor owes work services, the remuneration shall be due after acceptance of the work and shall be paid within 10 days after receipt of the invoice by the Customer.
7.4 If remuneration is agreed on an hourly basis, the Customer shall receive an auditable invoice after one month. The invoice amount shall be due for payment within a period of ten working days after invoicing. Invoicing shall be made for each commenced working hour in a cycle of 15 minutes.
8 Term of Contract and Termination
8.1 The contract for marketing services such as Search Engine Optimization or Social Media Management shall have a term of six months from the conclusion of the contract.
8.2 After the expiry of the term, the contract shall be extended again by the agreed term unless one of the contracting parties terminates the contractual relationship with one month’s notice to the end of the contract term.
8.3 Unless otherwise agreed, all other contracts, in particular for the creation and support of websites, design and other marketing services, shall commence upon the conclusion of the respective contract and shall be concluded for the duration of the project. The contract shall end automatically as soon as the agreed service has been rendered by the Contractor.
8.4 Unless otherwise agreed, the statutory periods of notice shall apply to all further contracts with the Contractor.
8.5 The right of both contracting parties to extraordinary termination for good cause shall remain unaffected.
Unless otherwise stipulated below, the statutory warranty rights shall apply.
10 Provision of services
Insofar as the subject matter of the contract is the provision of services such as marketing and agency services, the following provisions shall apply in deviation from 9:
10.1 The contracting parties shall immediately inform each other of the existence of defective service. A processing time for the defect shall then be determined by mutual agreement. If the contracting parties do not immediately reach an agreement on the processing time for the defect, the Contractor shall determine the time itself at its reasonable discretion.
10.2 The Contractor shall initially be entitled and obliged to perform the affected service in accordance with the contract without additional costs for the Customer, provided that it is culpably responsible for the defective service. The Customer may set the Contractor a reasonable deadline for this.
10.3 If the Contractor does not comply with the obligation to remedy a defective performance within the set period, the Customer may remedy the defect itself or have it remedied by a third party and demand reimbursement of the necessary expenses. The assertion of costs exceeding the total costs shall be excluded. The Contractor shall support the Customer or the third party commissioned by the Customer in remedying the defect and, in particular, provide all necessary information, whereby this shall exclude the surrender of any source code unless this has been created for the Customer.
10.4 Termination of the contract or withdrawal from the contract shall be excluded. This shall not affect the Client’s right to terminate the contract for a good cause.
11 Provision of work and services
Insofar as the subject of the contract is the provision of work and services such as the creation of websites or the implementation of store systems, the following provisions shall apply in deviation from 9:
11.1 Only the Contractor’s own specifications and the agreements of the parties shall apply as the quality of the work.
11.2 The Customer is obligated to inspect the goods or services provided by the Contractor immediately and with due diligence for quality deviations and to notify the Contractor in writing of obvious defects within seven days of receipt of the goods; timely dispatch is sufficient to meet the deadline. This shall also apply to hidden defects discovered at a later date. In the event of a breach of the duty to inspect and give notice of defects, the assertion of warranty claims shall be excluded.
11.3 In the event of defects, the Contractor shall, at its discretion, provide a warranty by rectification or replacement. If the rectification of defects fails, the Customer may, at its option, demand a reduction in price or withdraw from the contract. The rectification of defects shall be deemed to have failed after a second unsuccessful attempt, unless the nature of the item or defect or other circumstances indicates otherwise. In the event of rectification of defects, the Contractor shall not be obliged to bear the increased costs arising from the transport of the goods to a place other than the place of performance, unless such transport is in accordance with the intended use of the goods.
11.4 The warranty period shall be one year from the delivery of the goods.
11.5 The shortened warranty period shall not apply to culpably caused damage attributable to the Contractor resulting from injury to life, body or health and damage caused by gross negligence or wilful misconduct or fraudulent intent, as well as in the case of claims under a right of recourse pursuant to §§ 478, 479 BGB.
11.6 Any further contractual or statutory rights of the Customer, in particular any existing claims for damages and the right to demand reimbursement of futile expenses, shall remain unaffected.
12.1 “Confidential Information” shall be all information and documents of the respective other Contracting Party which are marked as confidential or which are to be regarded as confidential from the circumstances, in particular internal processes, know-how, print documents, layouts, storyboards, numerical material, drawings, pictures, videos, DVDs, CDROMs, interactive products and such other data containing other copyrighted materials of the Contracting Parties or companies affiliated with the Contracting Parties.
12.2 Both contracting parties agree to keep confidential information secret and to use it only for the execution of this contract and the purpose pursued with it. In particular, the Customer undertakes to treat as confidential all matters of which it becomes aware in the course of the contractual relationship. This obligation shall continue for a period of six months after termination of the contract.
12.3 Both contracting parties undertake to impose the obligation of confidentiality on all employees and/or third parties (e.g. suppliers, graphic designers, printers) who have access to the aforementioned business transactions. This obligation shall also continue for a period of six months after termination of the Agreement.
12.4. confidential information shall be exempt from this obligation,
12.4.1.which was demonstrably already known to the Recipient at the time of the conclusion of the Agreement or which subsequently becomes known to the Recipient from a third party without violating a confidentiality agreement, statutory provisions or official orders;
12.4.2.which are publicly known at the time of conclusion of the Agreement or are made publicly known thereafter, unless this is due to a breach of this Agreement;
12.4.3.which are required to be disclosed by law or by order of a court or governmental authority. To the extent permissible and possible, the Recipient obligated to disclose shall notify the other Party in advance and give the other Party the opportunity to object to the disclosure.
13 Contract Language, Contract Text Storage, Information on the Formation of the Contract
13.1 The contract language shall be German.
13.2 The complete text of the contract shall not be stored by the Contractor. The General Terms and Conditions shall be sent to the Customer again by e-mail.
13.3 The technical steps for the conclusion of the contract and the conclusion of the contract itself shall be carried out in accordance with clause 4. of the above provisions.
14. choice of law, place of performance, place of jurisdiction
14.1 German law shall apply.
14.2 The provisions of the UN Convention on Contracts for the International Sale of Goods shall expressly not apply.
14.3 The place of performance for all services arising from the business relations with the Contractor and the place of jurisdiction shall be the registered office of the Contractor, provided that the Customer is not a consumer but a merchant, a legal entity under public law or a special fund under public law. The same shall apply if the Customer does not have a general place of jurisdiction in Germany or the EU or if the Customer’s place of residence or habitual abode is unknown at the time the action is brought. The right to also call upon the court at another legal place of jurisdiction remains unaffected by this.