GTC

General Terms and Conditions of apoio GmbH, Gaußstraße 174, 22765 Hamburg (as at: July 2024)

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General provisions

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  1. General information
    1. These General Terms and Conditions (GTC) apply to all contracts concluded between apoio GmbH and the customer.
    2. apoio GmbH offers the customer various agency services. The specific scope of services is the subject of individual agreements between apoio GmbH and the customer. 
    3. apoio GmbH does not conclude contracts with consumers or private individuals. 
    4. apoio GmbH is entitled to assign the necessary services to subcontractors in its own name and for its own account, who in turn may also use subcontractors. apoio GmbH remains the sole contractual partner of the customer. Subcontractors will not be used if it is apparent to apoio GmbH that their use is contrary to the legitimate interests of the customer.
    5. Insofar as other contractual documents in text or written form have become part of the contract in addition to these GTC, the provisions of these other contractual documents shall take precedence over these GTC in the event of a contradiction. 
    6. apoio GmbH does not recognize terms and conditions that deviate from these terms and conditions and that are used by the customer - subject to express consent.

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  1. Obligations of the customer to cooperate
    1. If the customer provides apoio GmbH with texts, images or other content, he must ensure that this content does not violate the rights of third parties (e.g. copyrights) or other legal norms. In this context, it should be noted that apoio GmbH is not legally entitled to provide legal advice to the customer. In particular, apoio GmbH is not obliged and legally not in a position to check the customer's business model and/or the works (layouts, graphics, texts, etc.) created or acquired by the customer for their compatibility with applicable law. apoio GmbH will in particular not carry out any trademark searches or other conflict-of-law checks in relation to the works provided by the customer. Insofar as the customer issues specific instructions regarding the work to be produced, he is liable for this himself. 
    2. The customer is obliged to provide the information, data, works (e.g. the data for the imprint, graphics, etc.) and accesses to be provided by him for the purpose of fulfilling the order completely and correctly. He must also ensure that the instructions given by him comply with the applicable law. 
    3. Subject to deviating individual agreements, the customer is responsible for procuring the material for the provision of agency services (e.g. graphics, videos) and shall provide this to apoio GmbH in good time. If the customer does not provide these and does not make any further specifications, apoio GmbH may, at its own discretion, use image material from common providers (e.g. stock photo service providers) or provide the corresponding parts of the website with a placeholder, taking into account the copyright labeling requirements.
    4. If the conclusion of an order processing contract pursuant to Art. 28 GDPR is required for individual order components, both contracting parties undertake to conclude such a contract - to be provided by apoio GmbH - before the start of the provision of services.
    5. apoio GmbH is in no way responsible to the customer for delays and delays in the implementation of projects caused by late (necessary) cooperation or input from the customer; the provisions under the heading "Liability/exemption" remain unaffected by this.
    6. If the customer fails to comply with his obligations to cooperate under this section, apoio GmbH may charge the customer for any additional expenses incurred as a result (e.g. costs for stock photos and time spent searching for them).

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Online presence and technology

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  1. Website and store development (agile)
    1. Unless otherwise agreed individually, the creation of new or the expansion of existing websites/shops or web/shop components (hereinafter "website creation") shall be based on agile methods. The other provisions of these GTC remain unaffected. 
    2. The subject matter of website creation contracts between apoio GmbH and the customer is generally the development of new websites or the expansion of existing websites (e.g. integration of new interfaces or programming of new online applications) in compliance with the customer's technical and/or design specifications. Website development contracts concluded between the parties are contracts for work within the meaning of §§ 631 ff. BGB (GERMAN CIVIL CODE). 
    3. The services agreed in detail result from the individual contract concluded between apoio GmbH and the customer. For this purpose, the customer first submits a request to apoio GmbH with a description of the desired website content that is as precise as possible (creative content such as images, layouts, logos, fonts and similar must be specified and provided by the customer, unless otherwise agreed). This inquiry constitutes an invitation to apoio GmbH to submit an offer. apoio GmbH will check the customer's ideas described in the inquiry to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and consistency and will prepare an offer on the basis of the wishes arising from the customer's inquiry. A contract between apoio GmbH and the customer is only concluded when the customer accepts the offer. 
    4. The customer can make customer requests at any time, insofar as these are covered by the originally agreed scope of services. Such adjustments become part of the original contract if both contracting parties agree in text form (e.g. by e-mail). Otherwise, apoio GmbH is only obliged to produce the functions/items listed in the contract or to provide the agreed service. Any additional services must be agreed and remunerated separately.
    5. As soon as the website has been completed, apoio GmbH will ask the customer to accept the website. If required, a test phase can be agreed before acceptance.
    6. A prerequisite for apoio GmbH's activities is that all data to be provided by the customer and required for the implementation of the project (e.g. texts, templates, graphics, fonts) and/or system environments are made available to apoio GmbH in good time and in a suitable form. apoio GmbH is in no way responsible to the customer for delays and delays in the implementation of projects caused by late (necessary) cooperation or input from the customer. 
    7. The examination or procurement of rights, the procurement and/or integration of plugins and/or tools (e.g. statistics) or certificates (e.g. SSL/TLS) are only owed by apoio GmbH if this has been expressly agreed in an individual contract. There is no entitlement to the publication of graphics, source codes, (development) documentation, manuals and other additional documentation - subject to deviating express individual agreements. 
    8. Unless otherwise agreed, the websites created are optimized for the Chrome, Safari, Firefox and Edge browsers in their current version (in each case the last two versions of the browser). Search engine optimization (SEO) is only owed if it has been expressly agreed.
    9. apoio GmbH is not entitled and not obliged to advise the customer on competition, consumer, labeling, data protection or other legal issues within the meaning of the Legal Services Act. It is therefore the responsibility of the customer to inform himself about the competition, consumer or labeling law provisions applicable to his store / website and, if necessary, to have the store / website checked by a specialized lawyer. 
    10. After completion of the websites and/or individual parts thereof, apoio GmbH may offer the customer maintenance and care services in relation to the websites. However, apoio GmbH is not obliged to make such an offer, nor does the customer have to make use of the further services offered by apoio GmbH. Corresponding agreements are exclusively the subject of individual agreements. If no additional maintenance and care services are agreed between the parties, the customer alone is responsible for the technical maintenance and up-to-dateness of the websites after acceptance. apoio GmbH is not liable to the customer for any security gaps that are exploited by third parties for illegal purposes through the use of outdated software (hacking).

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  1. Website and store creation (requirements and functional specifications)
    1. If the creation of new or the expansion of existing websites/shops or web/shop components (hereinafter "website creation") has been agreed between the contracting parties on the basis of a specification sheet, the order shall be processed in accordance with this clause.
    2. The subject matter of website creation contracts between apoio GmbH and the customer is generally the development of new websites or the expansion of existing websites (e.g. integration of new interfaces or programming of new online applications) in compliance with the customer's technical and/or design specifications. Website development contracts concluded between the parties are contracts for work within the meaning of §§ 631 ff. BGB (GERMAN CIVIL CODE). 
    3. The scope of the services to be provided by apoio GmbH shall be determined on the one hand by individual contractual agreements between the parties and on the other hand by detailed specifications drawn up by the customer, as well as the specifications based on these. apoio GmbH shall check the customer's ideas described in the specifications to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and consistency. Should apoio GmbH recognize that the specifications contained in the requirements specification are not suitable for the creation of a website, apoio GmbH will inform the customer immediately and submit a corresponding proposal for an amendment and/or adaptation of the requirements specification. The customer must comment on any proposals made by apoio GmbH with regard to the specifications in writing or in text form within a reasonable period of time and finally confirm the contents of the specifications to apoio GmbH in writing or in text form. If there is agreement between the parties regarding the specifications, the contents of the specifications shall become part of the contract.
    4. On the basis of the specification sheet, apoio GmbH prepares a functional specification which describes in particular the technical and/or design implementation of the requirements contained in the specification sheet. Upon completion, apoio GmbH shall submit the specification sheet to the customer for acceptance. The customer is entitled to reject the specifications drawn up by apoio GmbH and to notify apoio GmbH of any requests for changes or adaptations. apoio GmbH undertakes to submit a maximum of two alternative proposals, taking into account the customer's wishes. If the customer ultimately does not agree with apoio GmbH's final proposal, the customer or apoio GmbH may - if legally possible - terminate the contractual relationship for cause or withdraw from the contract. In this case, the fees and/or expenses incurred by apoio GmbH in connection with the specifications and/or requirements specification must be appropriately remunerated or reimbursed by the customer. 
    5. If the specifications are accepted by the customer, the services described therein shall be deemed to have been finally agreed between the parties. Any deviation from the contents of the specifications accepted by the customer shall require an express individual agreement between the parties. apoio GmbH shall not provide any services over and above those described in the specifications accepted by the customer. Likewise, apoio GmbH does not provide any services that are less than those described in the specifications accepted by the customer. After acceptance of the specifications by the customer, apoio GmbH develops and programs the websites in accordance with the agreed specifications. 
    6. A prerequisite for apoio GmbH's activities is that all data (e.g. texts, templates, graphics) and/or system environments to be provided by the customer and required for the implementation of the project are made available to apoio GmbH in good time and in a suitable form. apoio GmbH is in no way responsible to the customer for delays and delays in the implementation of projects caused by late (necessary) cooperation or input from the customer. 
    7. As soon as the website has been completed, apoio GmbH will ask the customer to accept the website. If necessary, a test phase can be agreed before acceptance. If the customer discovers errors before acceptance or during an agreed test phase, he/she shall notify apoio GmbH of these in writing or in text form apoio GmbH shall endeavor to correct the errors professionally. For this purpose, apoio GmbH may provide temporary workarounds. 
    8. The examination or procurement of rights, the procurement and/or integration of plugins and/or tools (e.g. statistics) or certificates (e.g. SSL/TLS) are only owed by apoio GmbH if this has been expressly agreed in an individual contract. There is no entitlement to the publication of graphics, source codes, (development) documentation, manuals and other additional documentation - subject to deviating express individual agreements.
    9. Unless otherwise agreed, the websites created are optimized for the Chrome, Safari, Firefox and Edge browsers in their current version (in each case the last two versions of the browser). Search engine optimization (SEO) is only owed if it has been expressly agreed.
    10. apoio GmbH is not entitled and not obliged to advise the customer on competition, consumer, labeling, data protection or other legal issues within the meaning of the Legal Services Act. It is therefore the responsibility of the customer to inform himself about the competition, consumer or labelling law provisions applicable to his store / website and, if necessary, to have the store / website checked by a specialized lawyer. 
    11. After completion of the websites and/or individual parts thereof, apoio GmbH may offer the customer maintenance and care services in relation to the websites. However, apoio GmbH is not obliged to make such an offer, nor does the customer have to make use of the further services offered by apoio GmbH. Corresponding agreements are exclusively the subject of individual agreements. If no additional maintenance and care services are agreed between the parties, the customer alone is responsible for the technical maintenance and up-to-dateness of the websites after acceptance. apoio GmbH is not liable to the customer for any security gaps that are exploited by third parties for illegal purposes through the use of outdated software (hacking).

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  1. Maintenance and support of websites / stores
    1. After completion of the websites and/or individual parts thereof, apoio GmbH may offer the customer maintenance and support services in relation to the websites (hereinafter "maintenance contracts"). apoio GmbH may also offer the maintenance of third-party websites. However, apoio GmbH is neither obliged to make such an offer, nor does the customer have to make use of the further services offered by apoio GmbH. Corresponding agreements are exclusively the subject of individual agreements. 
    2. The content of the maintenance contracts is the elimination of malfunctions and the updating of the website for common web browsers in their current version as required. Further services, such as regular maintenance, may be agreed in individual contracts. 
    3. A prerequisite for maintenance is that the content to be maintained is compatible with apoio GmbH's systems. Compatibility may be impaired in particular by outdated components of the content to be maintained or by unauthorized changes on the part of the customer. If compatibility is not guaranteed, the customer must establish this independently (e.g. by means of appropriate updates) or commission apoio GmbH separately to establish compatibility. 
    4. apoio GmbH is not liable for malfunctions and incompatibilities caused by unauthorized changes made by the customer or due to other errors that are not the responsibility of apoio GmbH; the provisions under "Liability/exemption" remain unaffected by this.
    5. Unless otherwise agreed, maintenance only includes the technical updating of the website, but not the updating of its content. apoio GmbH is in particular not responsible for updating the legal notice or the privacy policy. 

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  1. Domain registration
    1. apoio GmbH offers the customer domain registration services. The specific scope of services (domain registration, storage space, certificates, etc.) is the subject of individual agreements between the parties.
    2. The contractual relationship required to register the respective domain is established directly between the customer and the respective domain registry or registrar. apoio GmbH merely acts as an intermediary in the relationship between the customer and the registry, without having any influence of its own on the allocation of the domain.
    3. The customer bears full responsibility for ensuring that the domain requested by him does not infringe any third-party rights. A check of the domain for its legal admissibility is not owed.
    4. The respective terms and conditions of the individual registries also apply to the registration of domains. apoio GmbH will inform the customer of any special features in the event of an intended registration.

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  1. Webhosting 
    1. apoio GmbH also offers hosting services to the customer. apoio GmbH may use the servers of third-party companies to fulfill its services. apoio GmbH will inform the customer about any third-party companies used prior to the conclusion of the contract. The specific scope of services (domain management, storage space, e-mail hosting, certificates, etc.) is subject to individual agreements between the parties.
    2. Unless otherwise agreed, apoio GmbH is responsible for the administration and management of the data when web hosting is commissioned. In principle, the customer does not receive access to the administration backend of the hosting system, unless the parties have agreed otherwise. 
    3. The availability of the servers used by apoio GmbH for hosting purposes is at least 99% on an annual average. This does not include times during which the servers are unavailable due to events beyond the control of apoio GmbH (force majeure, acts of third parties, technical problems beyond the control of apoio GmbH, etc.).
    4. Unless otherwise agreed, the customer is not entitled to the allocation of a fixed IP address for his Internet presence. Technical or legal changes are possible at any time and are reserved.
    5. The customer is obliged to keep his passwords and other access data - insofar as these have been provided to him by apoio GmbH - secret and not to pass them on to third parties. The customer is responsible for any misuse by third parties, unless apoio GmbH is responsible for this.
    6. It is the customer's responsibility to create regular backup copies of his hosted data. If the customer is not in a position to do so, he must commission apoio GmbH or other suitable third parties with the backup. The customer is liable for any loss of data resulting from a lack of data backup.

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  1. Procurement of hosting services
    1. apoio GmbH arranges hosting services from third-party providers for the customer. Unless otherwise agreed, apoio GmbH acts exclusively as an intermediary and does not itself become a party to the hosting contract. The customer's contractual partner is the hoster.
    2. apoio GmbH is only responsible for forwarding the required data to the hoster. However, the responsibility for the technical functionality of the hosting systems lies solely with the hoster; the regulation under "Liability/exemption" remains unaffected. 

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  1. CRM/ERP system implementations
    1. apoio GmbH offers the customer the implementation of CRM/ERP systems (in particular plentymarkets as an ERP system) and similar systems in the customer's IT infrastructure and their configuration. For this purpose, apoio GmbH first discusses the customer's requirements with the customer and, on this basis, prepares an offer in which the desired functions, the price and other service components are described. A contract is concluded when the customer accepts the offer.  
    2. If the acquisition of one or more licenses is required for the use of the aforementioned systems, the customer is responsible for their procurement. Alternatively, the customer can commission apoio GmbH with the procurement of the licenses, whereby this is done in the name and for the account of the customer. 
    3. apoio GmbH is responsible for the technically flawless implementation / configuration of the aforementioned systems, in accordance with the contract between the parties, these GTC and in consideration of the licensors' terms of use. 
    4. The CRM provider is selected by the customer. apoio GmbH can advise on the selection.
    5. If the conclusion of an order processing contract is required, both parties undertake to conclude an AV contract to be provided by apoio GmbH.
    6. It is the customer's responsibility to create regular backup copies of his hosted data. If the customer is not in a position to do so, he must commission apoio GmbH or other suitable third parties with the backup. The customer is liable for any loss of data resulting from a lack of data backup.

Content creation and design 

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  1. Creation of legal notice and privacy policy
    1. If agreed, apoio GmbH will create the privacy policy and the legal notice for the customer's website. Generators (e.g. IT-Recht-Kanzlei) are generally used for this purpose. apoio GmbH is only responsible for creating the texts with the generators; the customer is responsible for the legal and content review - if necessary with the help of legal advice; the provisions under the heading "Liability/exemption" remain unaffected by this. 
    2. The customer is obliged to provide apoio GmbH with all necessary information for the creation of the legal texts in a timely, correct and complete manner. The customer must independently inform himself and apoio GmbH about special information obligations within the scope of the legal notice (e.g. professional liability insurance, professions requiring a license, etc.) and the data protection declaration. In this context, it is pointed out once again that apoio GmbH is not legally entitled to provide legal advice to the customer.
    3. The customer must inform apoio GmbH independently and immediately of any changes affecting the information in the legal notice or the privacy policy.
    4. Unless otherwise agreed in the individual contract, the customer must separately commission apoio GmbH to update the legal notice or the data protection declaration after completion and acceptance of the website.

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  1. Cookie Consent Tool
    1. apoio GmbH does not create and/or program any consent systems ("consent tools") necessary for the use of cookies or marketing and tracking tools. apoio GmbH can advise the customer on the selection of a suitable consent tool on request, but assumes no liability for their legal and technical correctness and functionality. 
    2. However, apoio GmbH only advises the customer on the technical suitability of the cookie consent tool for the customer's website, but not on its graphic and content design. If the customer wishes to use a cookie consent tool, apoio GmbH is only responsible for the technical integration of the cookie consent tool; the customer is responsible for the legal and content-related review of the cookie consent tool. Unless otherwise agreed, the customer is the sole contractual partner of the respective consent tool provider.

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  1. Creation of texts / copywriting
    1. apoio GmbH creates texts for the customer (e.g. press releases, articles for websites, advertising texts, etc.). The content of these texts is defined in individual contracts. 
    2. As soon as the agreed texts have been completed, apoio GmbH will send them to the customer for approval and acceptance. Unless otherwise agreed, the customer is entitled to two correction loops. Complaints regarding the stylistic design or the integration of new information into the text are generally excluded after the second revision loop. If the customer wishes to make further changes, he shall bear the additional costs.
    3. If apoio GmbH has been commissioned with the publication, the texts will only be published after approval by the customer, unless otherwise agreed; approval also constitutes acceptance of the texts. In the case of press releases, a distribution date on which these are to be sent to the media will also be set after approval has been given. If the customer is to publish or publicize the texts himself, he must approve the texts in advance. If the customer publishes the texts prior to acceptance, publication shall be deemed acceptance.
    4. apoio GmbH shall only be liable for errors discovered after release/acceptance in accordance with the provisions under the heading "Liability/exemption". 

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  1. Design and conception of graphics and logos (designs)
    1. apoio GmbH undertakes the conception and design of graphics and/or logos (hereinafter referred to as "designs") by agreement with the customer. 
    2. For this purpose, the customer first submits an inquiry to apoio GmbH with a description of the desired designs that is as precise as possible. This inquiry constitutes an invitation to apoio GmbH to submit an offer. apoio GmbH will check the customer's ideas described in the inquiry to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and consistency and will prepare an offer on the basis of the wishes arising from the customer's inquiry. A contract between apoio GmbH and the customer is only concluded when the customer accepts the offer.
    3. A prerequisite for apoio GmbH's activities is that the customer provides apoio GmbH with all data required for the implementation of the project (color definition, etc.) in a suitable form prior to the start of the order. If the customer fails to comply with this obligation, apoio GmbH may charge the customer for the resulting time expenditure.
    4. Unless otherwise agreed, the customer shall be entitled to two correction loops for each individual design. After these correction loops have been carried out, requests for adjustments and complaints (in particular with regard to the artistic design) will no longer be considered. If the customer wishes to make further changes after the agreed correction loops have been carried out, apoio GmbH can create these for the customer for an additional fee to be agreed. 
    5. As soon as the agreed design has been completed, apoio GmbH will ask the customer to accept the work. The designs will be sent to the customer in a standard file format. 
    6. apoio GmbH expressly does not check the final designs for legal admissibility (in particular trademark and/or competition law) or for infringement of other trademark and/or property rights (e.g. trademarks, registered designs, patents, etc.) or for the registrability of the designs, e.g. in official registers. 
    7. apoio GmbH grants the customer the rights of use to the designs required for the respective purpose. Unless otherwise agreed, an exclusive right of use, unlimited in terms of time, place and content, is granted for the creation of logos; however, individual graphic elements of the logos may be used for the creation of other works as long as there is no risk of confusion with the logo created. Subject to deviating individual agreements, a simple right of use is granted for all other designs. Any transfer of the rights of use by the customer to third parties requires an individual contractual agreement with apoio GmbH. The designs presented within the correction loop may not be used, reproduced or passed on to third parties by the customer, either in the original or modified form, without the express consent of apoio GmbH. 
    8. The rights of use shall not pass to the customer until the remuneration has been paid in full. 

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Advice / further training

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  1. General consulting services 

apoio GmbH offers the customer general consulting services in various areas. In the context of the provision of services, apoio GmbH shall only provide advice to the best of its knowledge and belief and - where relevant - on the basis of current knowledge or the state of the art. The consulting services are a service within the meaning of §§ 611 ff. BGB (GERMAN CIVIL CODE). A specific result is only owed if it has been expressly guaranteed. Advice based on or taking into account specific standards (e.g. DIN standards or professional regulations) is also only owed if this has been expressly agreed. 

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  1. Workshops and seminars (with presence)
    1. apoio GmbH offers its customers various online and face-to-face events in the form of workshops and/or seminars on predetermined dates. The start, end, content, seminar or workshop leader and venue (in the case of face-to-face events) can be found in the respective offer and will be communicated to the customer before the contract is concluded.  
    2. Customer and participant may or may not be the same person. Participants are responsible for their own travel to and from face-to-face events.
    3. The events will be conducted to the best of apoio GmbH's knowledge and belief. apoio GmbH will always select the seminar or workshop leaders conscientiously. apoio GmbH is entitled to replace the seminar or workshop leader at any time at its own discretion - even at short notice - with another suitable seminar or workshop leader, provided this is reasonable for the participant / contractual partner. If the change of seminar or workshop leader is unreasonable for the participant / contractual partner, the participant / contractual partner may withdraw from the contract.  
    4. A specific success that goes beyond the execution of a conscientiously prepared and, at the discretion of the organizer, sensibly conceived event is not owed.  
    5. In exceptional situations (e.g. in the event of a pandemic), the organizer is also entitled to hold a live event online. In this case, the participation fee will only be refunded if the participant cannot reasonably be expected to participate in the online event.  

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  1. Workshops and seminars (without presence)
    1. apoio GmbH offers its customers various online events in the form of workshops and/or seminars on predetermined dates. The start, end, content, form, seminar or workshop leader can be found in the respective offer and will be communicated to the customer before the contract is concluded.
    2. Customer and participant may or may not be the same person.
    3. The events will be conducted to the best of apoio GmbH's knowledge and belief. apoio GmbH will always select the seminar or workshop leaders conscientiously. apoio GmbH is entitled to replace the seminar or workshop leader at any time at its own discretion - even at short notice - with another suitable seminar or workshop leader, provided this is reasonable for the participant / contractual partner. If the change of seminar or workshop leader is unreasonable for the participant / contractual partner, the participant / contractual partner may withdraw from the contract.
    4. A specific success that goes beyond the execution of a conscientiously prepared and, at the discretion of the organizer, sensibly conceived event is not owed.

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  1. Trainings
    1. apoio GmbH offers its customers various online events in the form of training courses and/or seminars ("training courses") on predetermined dates. The start, end, content and form of the training courses can be found in the respective offer and will be communicated to the customer before the contract is concluded. 
    2. Customer and participant may or may not be the same person.
    3. The events will be conducted to the best of apoio GmbH's knowledge and belief. apoio GmbH will always select the trainers conscientiously. apoio GmbH is entitled to replace the trainer at any time at its own discretion - even at short notice - with another suitable trainer, provided this is reasonable for the participant / contractual partner. If the change of trainer is unreasonable for the participant / contractual partner, the participant / contractual partner may withdraw from the contract.
    4. A specific success that goes beyond the execution of a conscientiously prepared and, at the discretion of the organizer, sensibly conceived event is not owed.

Other provisions

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  1. Prices and remuneration

The remuneration for the services of apoio GmbH is the subject of an individual contractual agreement between the parties and is generally based on the offer. 

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  1. Acceptance

If a work performance has been agreed, apoio GmbH may demand that the acceptance takes place in writing; written acceptance is only owed if apoio GmbH requests the customer to do so. The acceptance provisions of the German Civil Code remain unaffected. The acceptance period within the meaning of Section 640 (2) sentence 1 BGB is set at 2 weeks from notification of completion of the work, unless a longer acceptance period is required in individual cases due to special circumstances, in which case apoio GmbH will notify the customer separately. If the customer does not respond within this period or does not refuse acceptance due to a defect, the work is deemed to have been accepted. 

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  1. Warranty for defects

An insignificant defect does not justify any claims for defects. The choice of the type of subsequent performance lies with apoio GmbH. The limitation period for defects and other claims is one (1) year; this shortening of the limitation period does not apply to claims resulting from intent, gross negligence or injury to life, limb or health by apoio GmbH. The limitation period does not begin again if subsequent performance is carried out within the scope of liability for defects. Otherwise, the statutory warranty for defects remains unaffected.

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  1. Contract term for continuing obligations

Subject to deviating provisions in and outside these GTC, continuing obligations have a minimum term of 12 months. The notice period is 3 months. If the contract is not terminated in due time at the end of the term, it is automatically extended by a further 12 months. The right to extraordinary termination without notice for good cause remains unaffected. 

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  1. Granting of rights, self-promotion and right of mention
    1. Subject to other provisions in these terms and conditions, apoio GmbH grants the customer - after full payment of the order - a simple, non-transferable right of use to the commissioned work results. Further rights can be agreed in individual contracts.
    2. Unless otherwise agreed, the customer expressly grants apoio GmbH permission to present the project to the public in an appropriate manner for the purpose of self-promotion (references/portfolio). In particular, apoio GmbH is entitled to advertise the business relationship with the customer and to refer to itself as the author on all advertising material produced and in all advertising measures, without the customer being entitled to any remuneration for this. 
    3. Furthermore, apoio GmbH is entitled to place its own name, with a link, in an appropriate manner in the footer and in the imprint of the website(s) created by apoio GmbH, without the customer being entitled to any remuneration for this.
    4. Unless otherwise agreed in individual contracts, apoio GmbH may demand that a suitable copyright notice be placed in an appropriate position on works created by it.

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  1. Confidentiality
    1. apoio GmbH shall treat as strictly confidential all business transactions of which it becomes aware, in particular, but not exclusively, print documents, layouts, storyboards, figures, drawings, tapes, images, videos, DVDs, CD-ROMs, memory cards, passwords, interactive products and such other documents containing films and/or radio plays and/or other copyrighted materials of the customer or companies affiliated with the customer. apoio GmbH undertakes to impose this confidentiality obligation on all employees and/or third parties (e.g. suppliers, graphic designers, programmers, film producers, sound studios, etc.) who have access to the aforementioned business transactions. The confidentiality obligation shall apply indefinitely beyond the term of this contract.

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  1. Liability/exemption
    1. apoio GmbH is liable without limitation, for any legal reason, in the event of intent or gross negligence, in the event of intentional or negligent injury to life, limb or health, on the basis of a guarantee promise, unless otherwise regulated in this respect, or on the basis of mandatory liability, such as under the Product Liability Act. If apoio GmbH negligently breaches a material contractual obligation, liability is limited to the foreseeable damage typical of the contract, unless unlimited liability applies in accordance with the preceding sentence. Material contractual obligations are obligations which the contract imposes on apoio GmbH according to its content in order to achieve the purpose of the contract, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the customer may regularly rely. Any further liability of apoio GmbH is excluded. The above liability provisions also apply with regard to the liability of apoio GmbH for its vicarious agents and legal representatives. 
    2. The customer shall indemnify apoio GmbH against any third-party claims asserted against apoio GmbH due to violations of these GTC or applicable law by the customer.

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  1. Final provisions
    1. The contracts concluded between apoio GmbH and the customer are subject to the substantive law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods. 
    2. If the customer is a merchant, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in Germany, the parties agree that the registered office of apoio GmbH shall be the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction remain unaffected by this.
    3. apoio GmbH is entitled to amend these GTC for objectively justified reasons (e.g. changes in case law, the legal situation, market conditions or business or corporate strategy) and subject to a reasonable period of notice. Existing customers will be notified of this by e-mail at least two weeks before the change comes into effect. If the existing customer does not object within the deadline set in the notification of change, their consent to the change shall be deemed to have been given. If the customer objects, the changes will not come into force; in this case, apoio GmbH is entitled to terminate the contract extraordinarily at the time the change comes into force. The notification of the intended amendment to these GTC will refer to the deadline and the consequences of an objection or failure to object.

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Mark
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