GENERAL
TERMS AND CONDITIONS

1. SCOPE OF APPLICATION

1.1. The following general terms and conditions apply to all legal transactions between DigitaSol GmbH, hereinafter referred to as the “contractor”, and its contractual partner, hereinafter referred to as the “client”. Any deviating general terms and conditions of the client do not apply.

1.2. The Contractor provides services and advice in the areas of sales, marketing and technology.

2. SCOPE OF SERVICES AND REPORTING OBLIGATIONS

2.1. A more detailed description of the services to be provided can be found in the order confirmation or the offer signed by the client, the attachments thereto and any service descriptions. All of the documents mentioned are part of the contract concluded between the parties.

2.2. Events of force majeure that make performance significantly more difficult or temporarily impossible, or hindrances due to a lack of cooperation on the part of the client, entitle the contractor to postpone the performance of its service for the duration of the hindrance and a reasonable start-up time. Industrial action and similar circumstances are equivalent to force majeure, provided they are unforeseeable and serious. The parties shall inform each other immediately of the occurrence of such circumstances.

2.3. At the client's request, the contractor must provide information on the status of the order. If the contractor is to prepare a comprehensive written report, in particular for submission to third parties, this must be agreed separately.

3. CHANGES TO THE ORDER

3.1. Changes and additions to the order must be made in writing.

3.2. Unless the changes are recorded in writing, the Contractor will carry out the work without taking the change requests into account.

3.3. The Contractor is obliged to take into account the Client's requests for changes, provided that this is reasonable within the scope of its operational capacities, in particular with regard to the effort and time scheduling. Any additional costs resulting from this will be reimbursed in accordance with Section 4.2 of these General Terms and Conditions.

4. COMPENSATION

4.1. The general remuneration is 150 euros/hour (corresponds to a daily rate of 1.200 euros). Otherwise, the contractually agreed remuneration applies. Unless the contract specifies otherwise, payments are due immediately after invoicing and without any deductions. The client is in default only if the contractor issues a reminder or, if the payment date is fixed on a calendar basis, if payment is not made at the agreed time. From the time of default, the contractor is entitled to claim default interest of 10% above the base interest rate according to Section 1 of the Discount Rate Transfer Act. The right to assert further damages remains unaffected.

4.2. If the Client changes or cancels orders, work, plans and the like or changes the conditions for the provision of services, the Client will reimburse the Contractor for all costs incurred as a result and release the Contractor from all liabilities towards third parties.

4.3. If the Client withdraws from an order before the start of the project, the Contractor will charge the Client the following percentages of the originally contractually agreed fee as a cancellation fee: up to 4 weeks before the start of the order processing 20%, from 4 weeks to 2 weeks before the start of the order processing 25%, from 2 weeks before the start of the order processing 30%.

4.4 All amounts to be paid are exclusive of statutory VAT at the applicable rate.

4.5. Third-party costs, expenses and charges shall be reimbursed to the Contractor separately upon presentation of appropriate receipts.

4.6. If the provision of services extends over a longer period of time, the contractor can invoice the client for interim payments for the partial services already provided. These partial services do not have to be in a form that can be used by the client and can also be available to the contractor as a pure basis for work. If an order includes several definable services and trades, these must be accepted within a period of 12 months from the order being placed, unless otherwise defined in the contract. If they are not accepted, the contractor's obligation to provide the service expires after 12 months from the order being placed. The agreed fee will then be invoiced without the service being provided.

5. CLIENT'S OBLIGATION TO COOPERATE

5.1. The client is obliged to support the contractor to the best of his ability in the spirit of a trusting collaboration and to create all the conditions necessary for the proper execution of the order within his sphere of operations; in particular, he must provide all documents and information necessary and important for the execution of the order in a timely manner. The client shall inform the contractor immediately of all circumstances that arise during the course of the project execution and that may influence the processing.

5.2. At the Contractor’s request, the Client must confirm in writing the accuracy and completeness of the documents submitted by him as well as his information and oral statements.

5.3. The Client will only involve or commission other service providers in connection with this order in agreement with the Contractor.

5.4. The Client undertakes not to employ or commission any employees or former employees of the Contractor who were employed in connection with the execution of the order before the expiry of 24 months after the termination of the cooperation.

6. LIABILITY OF THE CONTRACTOR

6.1 The Contractor shall only be liable for damages caused intentionally or through gross negligence by him or his vicarious agents.

6.2. Liability for slight or simple negligence only exists in the event of a breach of essential contractual obligations. In this case, liability is limited to the damages typical for comparable transactions of this type that were foreseeable at the time the contract was concluded or at the latest when the breach of duty occurred. Liability for damages that are not typical for the contract is excluded.

6.3. The Client’s contractual claims for damages against the Contractor shall expire after 2 years from the date the claim arises.

7. CONFIDENTIALITY AND DATA PROTECTION

7.1 The Contractor undertakes to treat all information it receives as a result of this order, in particular company data, balance sheets, plans, documents and the like, as strictly confidential for an unlimited period of time and to oblige both its employees and third parties engaged by it to maintain absolute confidentiality in the same way.

7.2. The client agrees that the contents of the contract and services provided within the scope of this contract will be stored and processed electronically by the contractor in compliance with data protection regulations. Both contracting parties undertake not to forward any electronically stored or other data to third parties.

8. PROTECTION OF INTELLECTUAL PROPERTY

8.1. The reports, plans, drafts, lists, scripts, audio and visual material and calculations prepared by the contractor may only be used for the contractually agreed purposes. Any use of these services outside of the contract, in particular their publication, requires the prior written consent of the contractor. This also applies if the service provided is not the subject of special legal rights, in particular copyright.

8.2. In the event of a breach of the provisions of Section 8.1, the Contractor shall be entitled to an additional fee in an amount appropriate to the circumstances.

9. CONTRACT DURATION, NOTICE PERIODS

9.1 The contract comes into effect upon signature or sending of a confirmation/order.

9.2. Unless otherwise agreed, a contract with an indefinite term can be terminated after a minimum term of 6 months with a notice period of 3 months to the end of the month. The right to terminate without notice for good cause remains unaffected. Termination must be in writing.

9.3 If a term with automatic renewal is agreed, the notice period shall be 3 months before the end of the contract term.

9.4 For recurring, non-specific services that are billed according to a so-called retainer, a term of 12 months applies. These retainers can be terminated with a notice period of 3 months for the next period.

9.5 Services that were provided to the Client after termination of the contract because they still relate to the service period will be invoiced to the Client separately.

9.6 Licenses: If license agreements from third-party providers have a different term, the client must continue to pay for the licenses until they can be terminated, regardless of the notice period for the order.

9.7 Withdrawal from an order must be notified to the Contractor in writing by email or letter.

10. RIGHT OF RETENTION AND STORAGE OF DOCUMENTS

10.1. All work documents, records and electronic data created by the contractor during the order processing remain with the contractor. The client cannot demand the release of these documents and data. By paying the agreed fee, the contractor is obliged to provide the agreed service, but not the documents and data leading to this result.

11. CANCELLATION / WITHDRAWAL

11.1. According to §312d paragraph (1) BGB, there is no right of cancellation “...for distance selling contracts...for the delivery of goods that are manufactured according to customer specifications or are clearly tailored to personal needs or that, due to their nature, are not suitable for return or can spoil quickly or whose expiry date would be exceeded”.

12. GRANT OF USE

12.1. The Contractor's services are calculated and produced individually at the Customer's request. The requested usage rights are part of the offer to the Licensee.

12.2. Additional rights of use that were not foreseeable at the time of the request or submission of the offer must be requested from the Licensor and subsequently licensed.

12.3. Should the use of images, texts and/or other contributions from third parties result in a restriction of use by the Contractor, the Client will inform the Contractor of this.

12.4. As a rule, this information is provided by specifying the rights granted in the production offer to the Contractor.

12.5. The same applies to the auxiliary material provided by the customer. The customer will inform the contractor of any restrictions in the use and processing of the material provided.

13. RESTRICTIONS ON USE

13.1. The following generally applies to all audio-visual productions of the Contractor: they may not be passed on to third parties, either for a fee or free of charge, nor may the Client give them away, rent them out, lease them or sublicense them.

13.2. The use of extracts in other productions requires the express written consent of the Contractor. In the event of violations, the Contractor reserves the right to assert a claim for damages against the Client in the amount of the economic loss.

13.3. Furthermore, the Contractor reserves the right to withdraw the granted rights of use. The posting of audio-visual productions on partner websites and websites of the Customer's trading partners is not subject to the prohibition of free distribution.

13.4. If the customer works with a hoster or streaming service provider, he is also permitted to commission them to distribute/broadcast the production.

13.5. Productions by the Contractor featuring natural persons may not be used in a manner that suggests approval or association with political or religious views.

13.6. Connection to pornographic, illegal, immoral, degrading or unlawful material is prohibited. The definition of what is unlawful is determined by the Licensor.

14. INDEMNITY AND LIABILITY

14.1. With the proper acquisition of the right of use, the Contractor releases the Client from any claims of third parties regarding the content and form of the audio-visual presentation produced.

14.2. Excluded from this is material provided by the client which is used in production; in this case liability remains with the client.

14.3. The Client expressly indemnifies the Contractor against any claims made by third parties against the Contractor due to the use of the auxiliary material (images/texts/videos) provided by the Client.

14.4. The Contractor shall only be liable for damages resulting from intentional or grossly negligent actions or from culpable breach of an essential contractual obligation by the Contractor or its vicarious agents.

14.5. A contractual obligation is essential if its fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the customer can regularly rely.

14.6 Any further liability for damages is excluded.

15. FINAL PROVISIONS

15.1. The Client is not entitled to assign his claims under the contract.

15.2. The Client may only offset or assert a right of retention if there are recognised or legally established counterclaims.

15.3. Changes and additions to these terms and conditions or the contract must be made in writing and must be expressly marked as such.

15.4. The law of the Federal Republic of Germany applies. The place of performance and jurisdiction is Kirchseeon.

16. SALVATION CLAUSE

16.1 If one or more clauses are or become invalid, the remaining clauses shall remain in effect unless one party is unreasonably disadvantaged by the elimination of this clause.

16.2. Ineffective or void clauses shall be replaced by effective ones that take into account the intention of both parties.