Terms and conditions
General Terms and Conditions for IT Services and Products of Medienreife UG (haftungsbeschränkt)
1. Scope of the General Terms and Conditions
1.1 These are the General Terms and Conditions of Medienreife UG (haftungsbeschränkt) (hereinafter referred to as “Medienreife”) with regard to the IT services and products offered by Medienreife. The subject matter of these is the regulation of the legal relationship between Medienreife and the customer with regard to the commissioned IT services and products.
1.2 Medienreife’s offer is exclusively directed at customers who are entrepreneurs within the meaning of § 14 BGB (German Civil Code) or legal entities, tradesmen as well as self-employed persons or freelancers.
1.3 These General Terms and Conditions shall apply exclusively to the contractual relationship. Conflicting or more extensive terms and conditions of the customer shall not become part of the contract. They shall also have no effect if Medienreife has not objected to them in individual cases.
1.4 The General Terms and Conditions shall be supplemented by the respective valid product description. These documents are available at any time at www.medienreife.com and can be downloaded, saved and printed by the customer there.
1.5 Individual agreements between Medienreife and the Customer shall take precedence over these General Terms and Conditions in the area of the individually agreed contractual condition in each case (cf. § 305b BGB) and shall then be supplemented by these General Terms and Conditions. The offer or the order documents as well as the invoice of Medienreife shall be deemed individual agreements which shall take precedence over these General Terms and Conditions. Individual agreements must be in text form to be effective.
2. Amendment of the General Terms and Conditions
2.1 Medienreife is entitled to amend the General Terms and Conditions after conclusion of the contract, provided that this does not affect essential provisions of the contractual relationship and this is necessary to adapt to such developments that were not foreseeable at the time of conclusion of the contract and whose non-consideration would not insignificantly affect the balance of the contractual relationship. Material provisions are in particular those relating to the type and scope of the contractually agreed services, term and termination.
Furthermore, adjustments or additions may be made insofar as this is necessary to eliminate loopholes that have arisen after conclusion of the contract. This may be the case in particular if case law changes and one or more clauses of these General Terms and Conditions are affected.
2.2 Amendments to these General Terms and Conditions shall be notified to the Customer in text form in good time before their planned date of entry into force. The Customer shall have the right to object to the notified amendments. If the Customer does not object to the changes in text form within a reasonable period of explanation specified by Medienreife in the individual case after receipt of the notification of change, the changes shall become effective at the planned time and become part of the contract.
The Customer shall be specifically informed of this consequence in the notification of change. If the Customer objects in due time, the previous terms and conditions shall remain valid. If the client objects to the amended General Terms and Conditions for Medienreife, Medienreife shall have a special right of termination with one month’s notice. Medienreife must exercise this right of termination in text form within 4 weeks of the customer’s objection.
3. change of IT services and products and of the price.
3.1 Medienreife shall be entitled to increase the agreed prices after the conclusion of the contract to the extent of price increases of third parties from whom Medienreife obtains preliminary services necessary for the execution of the contract. The agreed prices shall also increase to the extent that it is caused by an increase in value added tax or mandatory statutory levies.
3.2 Changes to Medienreife or the functionalities contained therein and its price shall be notified to the Customer in text form in good time before they take effect. The Customer shall have the right to object to the notified changes. If the Customer does not object to the changes within four weeks after receipt of the change notification in text form, the changes shall become effective at the scheduled time and shall become part of the contract.
The Customer shall be specifically informed of this consequence in the notification of change. If the client objects to the change of Medienreife or its functionalities or its price, Medienreife is entitled to terminate the contract with a notice period of one month. Medienreife shall exercise this right of termination within 4 weeks after the customer’s objection.
4. Conclusion of contract
4.1 All offers made by Medienreife are subject to confirmation. An offer by Medienreife shall only be binding if this is expressly stated in writing or text form. If nothing to the contrary is indicated, the offer with the calculated prices and services shall be binding on Medienreife for a period of four weeks.
4.2 On the basis of Medienreife’s non-binding offer, the customer shall place a binding order for the service offered by Medienreife.
4.3 Order confirmations shall generally not be tendered. However, if the order is concluded by telephone, verbally or online, a confirmation letter in text form by Medienreife is required. All other verbal agreements shall also require confirmation by Medienreife in text form.
4.4 The contract shall be deemed concluded by implication upon the provision of services by Medienreife or upon receipt of an order confirmation in text form.
4.5 By placing an order, the customer affirms that he is an entrepreneur within the meaning of § 14 BGB (German Civil Code), a legal entity, a trader or a self-employed person or freelancer.
4.6 Medienreife shall be entitled at any time to reject orders at its own discretion or to withdraw from the contract without the Customer incurring any claims for damages if it becomes apparent that the content or form of the service owed violates changed statutory provisions.
4.7 Medienreife shall also be entitled to withdraw from the contract in the event of justified doubts about the Customer’s creditworthiness.
5. Subject matter of the contract
5.1 The order documents, in particular the offer and any order confirmation issued by Medienreife, as well as these General Terms and Conditions, shall form an integral part of the contract. Individual agreements must be made in text form to be effective.
5.2 The subject matter of the contract shall be Medienreife’s IT services and products, each of which shall be specified in more detail in the order documents.
5.3 The Customer shall specify the terms of reference. The performance of the task shall be jointly planned on this basis.
5.4 Medienreife shall be solely responsible for deciding which employees are to be deployed for the specific performance of the task. In this context, own and freelance employees as well as other companies may be used within the scope of the fulfillment of the order. Regardless of this, Medienreife reserves the right to replace employees at any time.
5.5 The employees deployed for the fulfillment of the task shall be subject exclusively to the instructions of Medienreife, irrespective of whether the service is rendered directly at the Client’s premises. The employees shall not be integrated into the Client’s operations. The Client may only submit suggestions and tasks to the person responsible for the project or to Medienreife’s account manager, but not directly to the individual employees.
5.6 The deadlines specified in the implementation and project plans are generally estimated times, unless it is clear from the agreements made between the parties that deadlines have been set as binding.
5.7 If Medienreife is dependent on cooperation or information from the client and the service is delayed for lack of / due to delayed cooperation or if the service provision is hindered due to force majeure, e.g. war, riots, natural disasters or due to similar events such as strikes, lockouts, official intervention or other circumstances for which Medienreife is not responsible, agreed deadlines shall be extended by a reasonable period of time.
5.8 In such a case, Medienreife shall inform the Customer of the circumstances of the impediment and shall immediately agree on a new date for the provision of services after the impediment has ended.
5.9 During the term of the contract and the associated use of Medienreife systems, the client may propose changes and adjustments at any time.
5.10 Medienreife shall respond in writing to the Customer’s requests for changes and / or adaptations by means of a statement regarding a corresponding feasibility as well as the preparation of a corresponding offer.
5.11 Upon acceptance of the offer by the client, a contract shall be concluded between the client and Medienreife with content modified in accordance with the offer. The remuneration for this shall be based on Medienreife’s then current price list.
5.12 Until the amended contract comes into effect, all other work shall continue to be performed in accordance with the existing contracts. However, the Customer shall be entitled to demand the complete or partial interruption of any work. Any resulting delay in performance or deadlines shall, however, be borne by the Client.
6. Acceptance
6.1 If an order of the Customer consists of several individual items that can be used independently of each other, the Customer shall accept each individual work separately and in a timely manner.
6.2 If market products are used as a basis or tool for the realization of an order, functional limitations and errors caused by these products shall not constitute grounds for refusal of acceptance.
6.3 Concepts and specifications of the customer shall require written acceptance by Medienreife. Concepts and specifications of Medienreife must be accepted by the customer prior to realization. A written order from the content of these elaborations constitutes an acceptance free of defects and errors.
6.4 The client must check the result within 10 working days and notify any defects or declare acceptance. The service shall be deemed to have been accepted if the Client neither notifies defects nor declares acceptance within this period. Insignificant defects shall not entitle the Customer to refuse acceptance.
6.5 Notices of defects which are to the detriment of market products shall be reported by Medienreife to the supplier for rectification, insofar as rectification is necessary for the provision of services by Medienreife.
7. (Cooperation) Obligations of the Customer
7.1 The Customer is aware that the provision of the services included in Medienreife as well as their quality may be decisively dependent on his cooperation. For this reason, the customer is obliged to support Medienreife in the provision of the agreed services to the best of his ability, to create the conditions necessary for the proper execution of the order which lie within the customer’s sphere of operation and risk and, in addition, to fulfill the obligations imposed on him in accordance with this Item 7 in a timely and complete manner.
7.2 These obligations shall include in particular, but not be limited to, the following obligations:
7.2.1 Contract data
The Client shall be obligated to provide all contract data requested upon conclusion of the contract completely and truthfully upon conclusion of the contract.
In addition, the Customer shall immediately inform Medienreife in text form of any changes to the contractual data and all material circumstances required for the performance of the contract.
7.2.2 Legal concerns
The Customer shall clarify all legal issues, in particular professional, competition, trademark, copyright, personality, data protection and name law issues, on its own initiative before placing the order.
7.2.3 Securing of provided access data
The Customer shall be obligated to treat the access data provided in strict confidence and to protect it from unauthorized access to the extent necessary. He shall inform Medienreife without delay as soon as he becomes aware that these access data have become known to unauthorized third parties.
The Customer shall not be permitted to make the access data and/or the services based on the access available to third parties for the purpose of use without prior agreement with Medienreife.
7.2.4 Other obligations to cooperate
For the use of the Medienreife systems, the Customer shall provide the appropriate working environment (workstations, network) in accordance with Medienreife’s specifications.
The Customer shall cooperate free of charge in the performance of the order, in particular in the implementation and execution of works, e.g. by providing employees, work rooms, hardware and software, data and telecommunication facilities. He grants the Medienreife access to hardware and software directly and by means of remote data monitoring. He shall answer questions, check results and test systems provided by Medienreife without delay. Any errors or defects shall be notified to Medienreife without delay as soon as they become known.
The customer shall name one or more contact persons as well as their communication data under which the contact person(s) can be reached. The contact person(s) must be in a position to make the necessary decisions for the client or to bring them about immediately. The contact person(s) shall ensure good cooperation with the contact persons (usually project managers, account managers) of Medienreife. The client’s employees shall be released from other activities to an appropriate extent for these activities.
The client shall be obliged to use the services and systems provided by Medienreife in accordance with the applicable legal provisions, any official orders and the contractual agreements made with Medienreife.
7.2.5 Legal consequences of a breach of (cooperation) obligations
Reference is made to the obligation to indemnify or the liability of the Customer in the event of a claim against Medienreife by third parties in the event of a breach of the (cooperation) obligations pursuant to Section 10 of these General Terms and Conditions for Medienreife.
Furthermore, Medienreife shall not be in default with the fulfillment of its performance obligations insofar as a delayed or omitted fulfillment of an information, cooperation or other obligation of the Customer is (co-)causal for this. In the event of delays in the provision of individual contractual services due to the customer’s failure to cooperate or delayed cooperation, Medienreife’s claim to remuneration and its due date shall remain unaffected.
8. granting of rights
8.1 The Customer shall irrevocably grant Medienreife, to the extent necessary for the performance of the contract, the simple but transferable right of use, unrestricted in terms of time, content and territory, with respect to the content provided and the results produced as a result of the performance of the service. The transfer of rights includes the complete granting of rights with regard to all already known as well as future types of use.
8.2 The Client agrees that Medienreife may use the results or parts thereof created as a result of the provision of the service for reference purposes for its own advertising.
8.3 Medienreife is the exclusive owner and proprietor of the service, the software, all graphics, logos, trademarks and names used by Medienreife in connection with the products.
8.4 Furthermore, Medienreife shall become the owner of all intangible property rights, in particular copyrights, to the results, e.g. concepts, planning documents, specifications, developments, documentations, studies, inventions, user or maintenance manuals as well as other documentations, upon creation of the service.
8.5 The Customer shall be free to make suggestions to Medienreife for the improvement of the Service. By doing so, however, the Customer acknowledges and recognizes that all rights to the improvements and / or changes accompanying such suggestions are vested in Medienreife and Medienreife is under no obligation to compensate the Customer for such suggestions.
8.6 If the client acquires copyrights to the results through his cooperation, he shall transfer to Medienreife the exclusive right, unrestricted in terms of location, time and content, to process, exploit, market and otherwise use these results in any conceivable way.
8.7 If the results are protectable, Medienreife shall be entitled to apply for the corresponding property rights at its own discretion and in its own name in any countries, to maintain them or to drop them at any time.
9. Rights of use of the customer
9.1 After payment has been made in full, the Client shall be entitled to a non-exclusive right of use to the work results, limited in terms of time and content to the duration of the contract period and for the Client’s own purposes within the scope of the project, unless otherwise agreed.
9.2 By granting the license of use Medienreife grants the Customer a non-exclusive right, limited in time and content to the duration of the business relationship, non-transferable and revocable, to use the products offered under the conditions and for the purposes described in the offer or contract.
9.3 Any other and / or further use or exploitation is excluded. In this context, Medienreife assures that it is the legal owner or licensee of all third-party programs offered and that it has been granted the corresponding rights of use for all third-party products required for the service provided to the Client.
10. Liability of the customer and indemnification
The customer shall indemnify Medienreife and Medienreife’s vicarious agents against all claims made by third parties against Medienreife or Medienreife’s vicarious agents on the basis of a breach of one of the aforementioned obligations set out in Clause 8 and Clause 9. This also includes compensation for the resulting damages, including the costs for an appropriate legal defense.
11. Warranty and Liability of Medienreife
11.1 Medienreife warrants that the Software which is the subject matter of the contract shall have the functions specified in the specification of services during the term of the contract. Medienreife warrants that it will perform the work assumed with the utmost care and to the best of its ability. In this context, the Customer shall immediately notify Medienreife of any program errors, need for modifications and other circumstances indicating the necessity of maintenance measures.
11.2 Errors notified by the Customer shall be rectified within a reasonable period of time. If the elimination of errors proves to be impossible, Medienreife shall offer an alternative solution.
11.3 In particular, Medienreife shall not assume any warranty for the uninterrupted availability of the service as well as the quality of the services.
11.4 Medienreife has no influence on the transport of data via the Internet. Medienreife therefore also assumes no guarantee that messages sent will reach the recipient correctly.
11.5 A certain service result or even a certain success are generally not owed. If the provision of a certain service result has been expressly agreed and Medienreife cannot provide the owed service result at the agreed time for whatever reason, Medienreife shall be entitled to make up for the owed service result.
11.6 If the client refuses to check the defects reported, the client shall not be entitled to assert any further warranty claims. If notified defects can no longer be verified after joint verification, the notification of defects and thus also the defect shall be deemed to have been eliminated.
11.7 The warranty shall be excluded for defects/damage that occur after handover to the Client as a result of incorrect or negligent handling on the part of the Client or its vicarious agents/representatives, its/their failure to comply with Medienreife’s instructions or due to special external influences outside Medienreife’s area of responsibility.
11.8 If the customer or third parties make changes to programs or systems that have not been agreed upon, the warranty for these and the resulting consequences shall also be excluded. Properties shall not be warranted by Medienreife.
11.9 In the event of wholly or partially defective performance for which Medienreife or its partners are responsible, the Customer shall have a claim against Medienreife for rectification of defects. If the rectification has failed, the Customer shall have the right to either an appropriate reduction of the remuneration (abatement) or to withdraw from the contract. The rectification shall be deemed to have failed after the second unsuccessful attempt. Further claims of the Customer shall be excluded.
11.10 Medienreife shall be liable in accordance with the statutory provisions for damage to life, limb and health resulting from a culpable breach of duty by Medienreife, Medienreife’s legal representatives, employees or vicarious agents, as well as damage covered by liability under the Product Liability Act.
11.11 Unforeseeable events, such as force majeure, strikes, official measures, breakdowns of means of transmission or other disruptions for which Medienreife is not responsible, shall release it from its obligation to perform and warranty. In such a case, Medienreife’s liability is also excluded in its entirety.
11.12 Medienreife shall not be liable for materials, contents and services of the client (e.g. employees provided, work rooms, hardware and software, data and telecommunication facilities) which the client makes available to us for the performance of the contract or which the client publishes or distributes through Medienreife’s components.
11.13 For any other damages not covered by the above paragraphs, Medienreife’s liability, irrespective of the legal grounds, shall be excluded to the extent permitted by law, unless Medienreife is guilty of intent or gross negligence. In addition, liability in the case of slight negligence is not excluded if Medienreife is charged with the violation of such an obligation, the fulfillment of which makes the proper execution of the contract possible in the first place (so-called cardinal obligation). In the latter case, liability shall be limited to the foreseeable damage typical for the contract, but not more than the sum of the annual order value.
11.14 All claims of the Customer against Medienreife shall become statute-barred within one year from the statutory commencement of the limitation period. This shall not apply to the limitation of claims based on an intentional or grossly negligent breach of duty.
11.15 Insofar as Medienreife’s liability is limited or excluded, this shall also apply to its service providers, legal representatives, employees or other vicarious agents.
12. Payment / Offsetting / Retention
12.1 Payment shall generally be based on Medienreife’s current price list, unless otherwise stipulated in the contract. The price list is subject to change.
12.2 Except in the case of exemption from value added tax, all prices shall be subject to the applicable statutory value added tax. Medienreife shall be entitled to invoice partial services if this is reasonable for the customer. Payments shall be made within the payment period stated on the invoice / partial invoice. No cash discount shall be granted. From 30 days after the due date, Medienreife may charge interest at the statutory default interest rate applicable at the time.
12.3 Services shall generally be invoiced by Medienreife prior to their performance. The implementation of services shall only commence upon receipt of payment.
12.4 In the case of invoicing on a time and material basis, this shall be done upon presentation of the proof of activities customary at Medienreife. Travel time, travel expenses and subsistence costs shall be charged depending on the place of business of the Medienreife employee.
12.5 Any cost increases for licenses and maintenance services provided and charged by third parties within the scope of the performance of the services between Medienreife and the Customer shall be passed on by Medienreife to the Customer unchanged.
12.6 Medienreife reserves the right to charge reminder costs for reminders issued (in non-commercial business transactions only from the 2nd reminder). From 30 days after the due date at the latest, Medienreife may charge interest at the statutory default interest rate applicable at the time.
12.7 As a matter of principle, order brokers, external service providers and other third parties are not entitled to accept payments on behalf of Medienreife. In the event of collection or cash payment by Medienreife, advance payment or cash payment shall be made immediately upon placement of the order. Payments made to Medienreife’s agent shall be accepted upon proper receipt.
12.8 Medienreife shall be entitled, even during the term of the contract, to make the further provision of services dependent on the settlement of outstanding invoice amounts in the event of objectively justified doubts about the solvency of the Customer.
12.9 The Client shall only be entitled to set-off and/or retention if the counterclaims have been legally established or are undisputed.
13. Confidentiality and Data Protection
13.1 The contracting parties shall treat as confidential the trade and business secrets of the other contracting party which have become known to them in the course of the business relationship, even after termination of the business relationship.
13.2 The Customer may only make contractual items accessible to employees and third parties insofar as this is necessary for exercising the right of use granted to it; otherwise it shall keep all contractual items secret. He shall instruct all persons to whom he grants access to contractual objects about the rights of Medienreife to the contractual objects and the obligation to maintain secrecy.
13.3 Personal data shall only be processed in compliance with the applicable data protection law, in particular the DSGVO and the BDSG. The Parties agree to conclude a contract for commissioned processing in accordance with Art. 28 DSGVO or a contract for joint responsibility in accordance with Art. 26 DSGVO if necessary.
14. miscellaneous
14.1 The place of performance and jurisdiction for both parties shall be Medienreife’s registered office, unless otherwise stipulated by law.
14.2 The law of the Federal Republic of Germany shall apply to all legal relationships arising from the use of the services, to the exclusion of the provisions on international private law and the UN Convention on Contracts for the International Sale of Goods.
15. Address
Medienreife UG (haftungsbeschränkt)
Zum Haingraben 3
65510 Hünstetten
Germany
Tel.: +49 6126 5503597
Fax.: +49 6126 550370
Unternehmergesellschaft (haftungsbeschränkt) mit Sitz in Hünstetten
Handelsregister: Wiesbaden HRB 33327
USt.-ID-Nr: Angabe folgt
CEO: Christian Schalk
State: April 2022