Terms and conditions
Terms and Conditions for IT Services and Products of Medienreife UG (haftungsbeschränkt)**
1. Scope of the Terms and Conditions
1.1 These Terms and Conditions (T&Cs) of Medienreife UG (haftungsbeschränkt) — hereinafter referred to as “Medienreife” — apply to all IT services and products offered by Medienreife. The subject of these T&Cs is to regulate the contractual relationships between Medienreife and the customer regarding the commissioned IT services and products.
1.2 The offer from Medienreife is exclusively aimed at customers who are entrepreneurs as defined by § 14 BGB (German Civil Code), legal entities, traders, as well as self-employed persons or freelancers.
1.3 Only these Terms and Conditions shall apply to all contractual relationships. Conflicting or deviating terms and conditions of the customer shall only become part of the contract if Medienreife expressly agrees to their validity in writing.
1.4 These Terms and Conditions are supplemented by the respective valid service specifications in the Equipme customer center or in transmitted documents. The service specifications are always available in their current version in the Equipme customer center and can be downloaded, saved, and printed by the customer.
1.5 Booked service packages are always valid for the performance periods specified within the term of the contract.
1.6 Individual agreements between Medienreife and the customer take precedence over these Terms and Conditions, provided they are concluded in writing and signed by both parties. Amendments or changes to these agreements require the written form in accordance with § 305 BGB and must also be signed by both parties.
1.7 If the customer does not explicitly refer to the Terms and Conditions, they agree to the T&Cs by using the agreed IT services and products, making them part of the contract.
2. Changes to the Terms and Conditions
2.1 Medienreife is entitled to change the Terms and Conditions after the contract has been concluded, provided that essential provisions of the contractual relationship are not affected and the change is necessary to adapt to technical developments that were unforeseeable at the time of the contract’s conclusion. Ignoring such developments must not significantly impair the execution of the contractual relationship. Essential provisions primarily concern the scope and nature of the contractually agreed services as well as the contract duration and termination.
2.2 Changes to the Terms and Conditions will be communicated to the customer in text form in a timely manner before the planned effective date. The customer has the right to object to the communicated changes. The changes will be deposited in the Equipme customer center and will take effect on the first day of the next billing month.
2.3 If the customer does not object to the changes within a reasonable period, as determined by Medienreife, the changes shall be deemed accepted and shall take effect upon receipt of the change notification in text form. The customer will be expressly informed of this legal consequence in the change notification. If the customer objects within the deadline, the previous conditions remain valid. If the customer objects to a changed provision affecting the relevant service, Medienreife is entitled to terminate the contract with one month’s notice. Medienreife must exercise this right of termination within four weeks of receiving the objection in writing.
3. Changes to IT Services, Products, and Prices
3.1 Medienreife is entitled to increase the agreed prices after the conclusion of the contract to the extent that price increases by third parties occur, from whom Medienreife obtains necessary preliminary services for the performance of the contract. The agreed prices also increase to the extent that it is caused by an increase in value-added tax or mandatory legal levies.
3.2 Changes to Medienreife, particularly its functionalities and prices, will be communicated to the customer in text form in a timely manner before their effective date. The customer has the right to object to the communicated changes. If the customer does not object to the changes within four weeks after receiving the change notification in text form, the changes will take effect on the planned date and become part of the contract.
3.3 Changes in the scope of services by third-party software or service providers are subject to the terms of the respective provider and will merely be passed on by Medienreife. If the customer disagrees with a change in the terms and conditions of a third-party provider, a special right of termination only exists if the respective provider grants it. This also applies if Medienreife distributes third-party software or services as a partner or reseller.
4. Conclusion of the Contract
4.1 All offers from Medienreife are generally non-binding and are provided via Dropbox Sign in digital format. An offer from Medienreife is only binding if it is expressly designated as such in writing or text form. Unless otherwise noted, the offer with the calculated prices and services is binding for Medienreife for a period of four weeks.
4.2 The customer places a binding order by providing an eSignature through Dropbox Sign based on the non-binding offer from Medienreife. By digitally signing with Dropbox Sign, the customer enters into a legally binding contract and accepts the terms of use of Dropbox Sign.
4.3 If an order is placed through the Equipme customer center and confirmed by Medienreife, this process is considered a legally binding contract conclusion. The customer has a right of withdrawal within five working days after confirmation by Medienreife.
4.4 Order confirmations are generally not issued in writing. However, if the order is concluded by phone, orally, or online, a confirmation letter in text form from Medienreife is required. All other oral agreements must also be confirmed by Medienreife in text form. The agreements in the Dropbox Sign document are binding.
4.5 The contract is deemed concluded when Medienreife begins performing the service or when an order confirmation is received in text form.
4.6 By placing the order, the customer confirms that they are an entrepreneur within the meaning of § 14 BGB, a legal entity, trader, or self-employed person/freelancer.
4.7 Medienreife reserves the right to reject orders at its discretion or withdraw from the contract without the customer having any claims for damages if it is determined that the content or form of the service due violates changed legal regulations.
4.8 Medienreife also has the right to withdraw from the contract if there are justified doubts about the customer’s creditworthiness.
5. Contractual Subject
5.1 The contract includes the order documents, especially the service descriptions within the service specifications in the Equipme customer center, and any order confirmation issued by Medienreife, as well as these Terms and Conditions. Individual agreements must be made in writing to be effective.
5.2 The contractual subject includes the IT services and products of Medienreife, which are further specified in the service specifications in the Equipme customer center.
5.3 The customer provides the task specification. Based on this, the task fulfillment is jointly planned.
5.4 It is at Medienreife’s sole discretion to decide which employees are deployed for the specific task. Both internal and freelance employees, as well as other companies, may be used to fulfill the order. Medienreife reserves the right to exchange personnel at any time.
5.5 The employees assigned to fulfill the tasks are solely subject to the instructions of Medienreife, regardless of whether the service is provided directly on the customer’s premises. The employees are not integrated into the customer’s operation. The customer may only make suggestions and provide task specifications to the project manager or customer service representative of Medienreife, not directly to individual employees.
5.6 The dates specified in the execution and project plans are usually estimates, unless the agreements between the parties specify that dates are binding.
5.7 If Medienreife depends on the customer’s cooperation or information and service delivery is delayed due to a lack of or delayed cooperation, or if service provision is hindered by force majeure (e.g., war, riots, natural disasters, or similar events such as strikes, lockouts, government intervention, or other circumstances beyond control), the agreed deadlines will be extended by an appropriate period.
5.8 Medienreife will notify the customer in such cases of the obstacles and agree on a new deadline for service delivery after the hindrances have been resolved.
6. Acceptance of Services
6.1 If a customer order consists of several independent, separately usable individual works, each individual work must be accepted separately and promptly by the customer.
6.2 If market products are used as a basis or tool for completing an order, functional limitations or errors in these products do not constitute grounds for refusing acceptance.
6.3 Concepts and specifications provided by the customer require written acceptance by Medienreife. Concepts and specifications from Medienreife must be accepted by the customer before implementation. A written order based on the contents of these documents constitutes an acceptance free of defects.
6.4 Managed Support and Apple Business Coaching services are documented at the end of each service month through an activity report.
6.5 The customer must review the results within 10 working days and report any defects or declare acceptance. The service is deemed accepted if the customer neither reports defects nor declares acceptance within this period. Minor defects do not justify a refusal of acceptance. For individual written acceptances, the date of the respective document applies.
6.6 Complaints regarding defects that relate to market products will be reported by Medienreife to the supplier for correction, provided that correction is necessary for Medienreife’s service delivery. Medienreife assumes no liability for defects caused by suppliers.
7. Customer (Cooperation) Obligations
7.1 The customer is aware that the provision of the services included in Medienreife and their quality may depend significantly on the customer’s cooperation. Therefore, the customer is obliged to support Medienreife in providing the agreed services to the best of their ability, create the necessary conditions within their operating and risk sphere for proper contract performance, and fulfill the obligations imposed under this section 7 in a timely and complete manner.
7.2 These obligations include, but are not limited to, the following points:
7.2.1 Contract Data: The customer is required to provide all requested contract data completely and truthfully at the time of concluding the contract. This also includes data of the respective employees who are entitled to claim services from Medienreife within the scope of the support packages. The customer is obliged to update this data to ensure proper billing and service provision. Medienreife reserves the right to refuse support or services if the requesting employee is not registered in the Equipme customer center. Furthermore, the customer must promptly inform Medienreife in writing of any changes to the contract data or other essential circumstances required for contract performance.
7.2.2 Legal Matters: The customer is responsible for independently clarifying all legal matters, including but not limited to, occupational, competition, trademark, copyright, personality, data protection, and name-related issues, before placing the order.
7.2.3 Safeguarding Provided Access Data: Medienreife will provide administrator access for each system. The customer is obliged to keep access data strictly confidential and to protect it from unauthorized access. The customer must inform Medienreife immediately if it becomes aware that such access data has been disclosed to unauthorized third parties. The customer is not permitted to make the access data and/or the services associated with it available to third parties without prior agreement with Medienreife. If the customer removes administrator accounts belonging to Medienreife from the commissioned systems, this will result in the immediate termination of the service agreement. Medienreife assumes no warranty for the functionality of the applications if the customer independently manages the systems.
7.2.4 Ensuring an Internet Connection with Sufficient Connectivity: To ensure the full scope of services, Medienreife requires a stable internet connection with at least 15 Mbps download and 10 Mbps upload speeds to perform maintenance and remote support. If no maintenance contract regarding the network and internet connection is in place, Medienreife is not responsible for connectivity issues. The customer must ensure that the necessary requirements are met at the supported locations.
7.2.5 Additional Cooperation Obligations: The customer is responsible for providing the appropriate working environment (workstations, networks) according to Medienreife’s specifications. During the fulfillment of the order, especially in the case of implementations or project work, the customer must cooperate by providing employees, workspaces, hardware and software, data, and telecommunication facilities. The customer will grant Medienreife direct access to hardware and software, including remote data monitoring. Any questions or issues raised by Medienreife should be answered promptly, and results tested. Any defects or issues must be reported to Medienreife immediately after they become known.
8. Rights Granted to Medienreife
8.1 The customer grants Medienreife an irrevocable, non-exclusive, transferable, and unlimited license regarding all content provided and any resulting outcomes for contract performance. This includes all rights of use, both existing and future, in all known forms of exploitation.
8.2 The customer agrees that Medienreife may use the results from performance for reference and promotional purposes.
9. Customer’s Rights of Use
9.1 Upon full payment, the customer will receive a simple, limited right to use the results for its own purposes and within the project scope, unless otherwise agreed.
9.2 Any further use or exploitation beyond what is agreed requires prior written approval from Medienreife.
10. Customer’s Liability and Indemnification
The customer shall indemnify Medienreife and its agents from all claims brought by third parties due to a breach of obligations under sections 8 and 9, including any associated damages and legal defense costs.
11. Warranty and Liability of Medienreife
11.1 Medienreife guarantees that the services provided will meet the specified functions as outlined in the service description during the contract period. Medienreife undertakes to perform the agreed work with the utmost care and effort.
11.2 Medienreife assumes no liability for uninterrupted service availability or service quality.
11.3 In the event of defects, Medienreife will attempt to resolve these issues within a reasonable time frame. If rectification is not possible, Medienreife will offer an alternative solution.
11.4 Medienreife is not responsible for the transport of data over the internet and does not guarantee that transmitted messages will reach their recipient correctly.
11.5 Medienreife’s liability for damages caused by willful misconduct, gross negligence, or injury to life, body, or health shall be governed by statutory regulations.
12. Payment / Set-Off / Withholding
12.1 The remuneration is based on the current price list of Medienreife, unless otherwise agreed. Changes to the price list are reserved.
12.2 All prices are exclusive of VAT, unless exempt. Payments are due within the specified payment term. Medienreife is entitled to charge interest on late payments after 30 days at the statutory default interest rate.
12.3 Deliveries of hardware remain the property of Medienreife until full payment is received.
12.4 **Managed Support services are billed in advance**. Should payment not be made within the payment deadline, Medienreife reserves the right to suspend services until payment is received. **Medienreife assumes no liability for system failures if invoices remain unpaid.**
12.5 Offsetting and retention rights are only permitted if counterclaims are legally established or undisputed.
13. Confidentiality and Data Protection
13.1 Both parties undertake to treat all trade and business secrets obtained during the business relationship as confidential, even after the termination of the business relationship.
13.2 The processing of personal data is carried out in compliance with the applicable data protection laws, including the GDPR and the BDSG.
14. Software Products and Services from Non-EU Countries
14.1 For software products and services from non-EU countries, compliance with the GDPR may not be guaranteed. Medienreife does not assume liability for any breaches of data protection regulations resulting from the use of such products.
14.2 The customer is obliged to ensure compliance with legal data protection requirements when using products and services from non-EU countries. If the customer decides to use these despite the risks, they will indemnify Medienreife from all claims, fines, and costs incurred due to GDPR violations.
14.3 Medienreife reserves the right to offer alternative GDPR-compliant solutions upon request, but there is no obligation to provide such alternatives.
15. Miscellaneous
15.1 The place of performance and jurisdiction is the registered office of Medienreife.
15.2 The applicable law is the law of the Federal Republic of Germany, excluding the provisions of the UN Convention on Contracts for the International Sale of Goods.
Medienreife UG (haftungsbeschränkt)
Zum Haingraben 3
65510 Hünstetten
Germany
Phone: +49 6126 5503597
Fax: +49 6126 550370
Managing Director: Christian Schalk
Stand: September 2024