1. Scope of application
These General Terms and Conditions (hereinafter referred to as “GTC”) of the Junith Digital Agency (hereinafter referred to as “Junith”) apply exclusively to business transactions with the company in the sense of Sec. 14 BGB (German Legal Code), legal persons under public law or public law special funds. These GTC apply to the following Junith companies:
Junith Digital Agency GmbH
The GTC apply to all services to be performed by Junith, and in particular to all agreements concluded with Junith.
Unless written agreements are concluded in an individual case, the Junith GTCs apply exclusively in the version valid at the time the contract is concluded. Any deviating conditions of the customer are not considered part of the contract and are excluded. The current version of these GTCs is available online at: www.Junith.de/agb, and sill be sent to the customer upon request free of charge at any time.
These GTCs also apply to future services in ongoing business relationships, even if the application of these GTCs is not expressly agreed.
2. Offer, contractual conclusion
All offers from Junith are non-binding.
Junith shall consider itself bound to its offers for 30 days unless the parties expressly agree to some other term.
An agreement shall only come into being if the customer accepts the offer within this term or Junith confirms the contract. There are no specific formal requirements.
3. Scope of services
In case of doubt, the contract shall be based on Junith's contract confirmation, including the documents and annexes referred to therein.
Junith is not obligated to provide any interim results, drafts, layouts, source files, source codes, etc. unless this has been expressly and separately agreed between the parties.
Junith is entitled to provide partial services to a reasonable extent.
Junith is not responsible for patent, utility model, copyright, and/or trademark protection of ideas, suggestions, concepts, designs, drafts, and other services provided under the contract, nor the ability to apply for such rights, unless this has been expressly agreed.
Junith is entitled to use third parties to fulfill its contractual obligations. If it does so, Junith is entitled to order external services necessary to fulfill the contract in the name of and on behalf of the customer. The customer is obligated to grant Junith the necessary authorizations for this purpose and provide it with the necessary proxy document.
4. Contractual obligations of the customer
The customer is obligated to provide Junith the information, materials, data, and hardware and software (hereinafter referred to as “content”) it requires to fulfill its contractually owed services promptly and in full.
Content provided by the customer must be provided to Junith in a current, directly usable, and digital format.. Format specifications used by Junith are available at: www.Junith.de/Formatforlagen.
If content provided by the customer must be converted, the customer is obligated to accept any costs incurred according to Junith's normal hourly rates.
If the customer becomes aware that its own information, requirements, or content are incorrect, incomplete, not clear, or not executable, it must inform Junith of this promptly in text form, along with any consequences of which it is aware.
The customer hereby assures that data and content provided by it are free from third party rights. The customer hereby fully indemnifies Junith against any third party claims due to inadmissible content. The customer shall indemnify Junith against all other third party claims based on illegal actions by the customer or errors in the content and information provided by the customer. Junith shall accept no review obligations.
If Junith has been commissioned with registering domain names specified by the customer, it is not obligated to review these for any violations of third party trademarks or naming rights. The customer is obligated to review such issues.
5. Change in services
If the customer wants Junith to change its services, it is obligated to inform Junith of this in writing or in text form. Junith shall then review the customer’s change request and its effects on the existing scope of services. This review shall be compensated at Junith's hourly rate.
After the review described in 5.1, Junith shall provide the customer with an offer and suggestion for implementing the change in the scope of services, or shall inform the customer that it cannot make the requested change.
If the customer does not agree to the change offer, it must reject the offer within two weeks after its submission in writing or in text form. If it does not reject the change within this term, the change offer shall be deemed accepted.
If and insofar as they are affected by the change process, agreed deadlines shall be delayed in consideration of the duration of the review, agreement, and change to be completed, plus an appropriate start-up period.
If Junith wants to change its services, it shall inform the customer of this in writing and shall provide it an implementation suggestion according to clause 5.2. The procedure shall then follow that outlined in clauses 5.3 and 5.4. Junith shall bear any expenses associated with developing the change suggestion.
6. Approval, acceptance
The customer must approve interim services by Junith required to complete its services upon request. Junith is not obligated to continue with its services until this approval has been granted.
The customer is obligated to accept services after they have been completed and after Junith has requested approval. This also applies to drafts and interim results, insofar as these are themselves ready for acceptance.
Work must be accepted at the latest eight (8) days after receiving a request to do so. Complaints of any kind must be asserted to Junith within this time period. After this time period, the work shall be considered accepted free from defects.
Change requests from the customer after acceptance shall be considered a change in service. Clause 5 shall apply accordingly to such requests.
The customer is only entitled to deny acceptance in case of significant defects. The customer cannot deny acceptance due to insignificant defects. If the work is defective, but the defects are not severe enough to entitle it to deny acceptance, the customer must accept the work conditional upon correction of defects.
Denials of acceptance, objection to acceptance, or acceptance with reservation must be submitted in writing and promptly, with a description of the defect and/or complaint.
7. Terms and deadlines
Service deadlines and all other information provided by Junith on durations and terms are only general estimates. If Junith agrees to comply with an expressly agreed binding service deadline, all questions between the parties must have been clarified first and the customer must have fulfilled all of its cooperative obligations – in particular those outlined in clause 4. If this is not the case, the deadline shall be extended accordingly.
Failure to meet a binding service deadline shall only result in statutory default consequences if the customer has provided Junith an appropriate grace period of at least two (2) weeks first.
If Junith has failed to comply with the service deadline due to force majeure or due to events outside of its sphere of influence – including in particular strikes, downtimes, or overloaded global or local communication networks – the service period shall be extended accordingly. The customer shall be informed of the starts and ends of such incidents as soon as possible.
If Junith delays services for reasons for which the customer is responsible, the customer shall be invoiced for any costs it incurs due to the delay. Additional expenses shall be calculated based on Junith's applicable hourly rates at the time of the delay.
In general, Junith business hours shall apply. These are Monday through Friday
(except for legal holidays) from 8:00 AM to 6:00 PM.
8. Copyrights and rights of use
Services provided by Junith are copyright protected.
Junith grants its customers rights of use to work created for the purposes indicated in the agreement and in the contractually agreed-upon scope. The agreed rights of use shall only be transferred to the customer after services have been paid for in full.
Only simple rights of use shall be transferred, unless otherwise agreed. Any transmission to third parties shall require written approval by Junith.
Neither original versions or reproductions of works and drafts produced by Junith may be changed without the express approval of Junith. All imitations or partial imitations are prohibited.
Junith is entitled to be named as copyright holder on completed works. The customer must fulfill any such request by Junith promptly.
Junith is entitled to publish images and functions of the services as references and to name the customer on its website or in other media. Junith is also entitled to duplicate and distribute its services performed as part of its own advertisement, and to publicize these for demonstration purposes.
If the customer or its employees provide suggestions or collaborate in some other manner, this shall not be considered grounds for joint copyright.
The above provisions shall not apply to source codes of works/software solutions or software applications created or programmed by Junith. No rights of use shall be granted to such codes.
If the customer culpably violates the regulations of clauses 8.3 to 8.5, it shall be obligated to pay a contractual penalty amounting to twice the value of the gross contract total. The assertion of any further claims for damages shall remain unaffected. Contractual penalties shall be added to claims for damages in such cases.
9. Transfer of risk & delivery
The risk of accidental destruction and deterioration of the work shall be transferred to the customer once the work leaves Junith's business premises or once the customer falls into default of acceptance. If delivery is delayed for reasons for which the customer is responsible, risk shall be transferred to the customer once notice is sent that services are ready for delivery.
If no delivery method has been contractually agreed upon, Junith is entitled to select the least expensive option.
If the customer requests a specific delivery option or means of transportation, it must bear any resulting additional costs.
Prices are understood as not including packaging, shipment, and applicable statutory VAT unless otherwise agreed.
Preliminary cost suggestions are only binding if and insofar as Junith has provided a written guarantee that they are correct. If it becomes apparent that actual costs will exceed the costs suggested by Junith by more than fifteen (15) percent, Junith shall promptly inform the customer of said higher costs.
Junith's services shall be compensated based on time worked and according to Junith's applicable compensation rates, unless flat-rate compensation has been agreed in writing.
Junith's services shall be compensated based on time worked and according to Junith's applicable compensation rates, unless flat-rate compensation has been agreed in writing.
Junith's services shall be paid by the customer based on hours worked, including expenditures, per diem rates, and travel expenses incurred by Junith during the course of the order. These shall be invoiced at Junith's cost price.
In case of flat-rate compensation, Junith shall be entitled to request advance payments for self-enclosed services, and/or parts of agreed services that can be used independently, or to request advance payments based on an agreed payment schedule.
Projects invoiced via monthly advance payments shall be documented at the monthly hourly rates for work performed. The customer shall receive a monthly invoice of services due from Junith, with documentation of hours worked.
If no agreement has been reached on compensation, the recommended fees from the GWA Interest Association apply. These recommendations are available at any time at www.gwa.de.
Suggestions and other collaboration by the customer and its employees shall have no influence on the amount of compensation.
11. Payment conditions
All claims by Junith are due for payment immediately without discount, and must be paid within 30 days – calculated from the invoice date.
Only counter-claims which are undisputed or have been established in a court of law shall entitle the customer to offset claims or exercise a right of retention.
Claims against Junith may not be assigned unless the parties expressly agree otherwise in writing.
12. Claims for defects
Junith is entitled to deliver new services or rework its services that certifiably prove defective due to a circumstance which existed before the transfer of risk, at its own discretion. The customer must submit a complaint for material defects promptly, and must report the defect in writing or text form as proof, including a description.
If the customer's defect complaint is justified, Junith shall bear the direct costs of reworking or replacement delivery, as well as transportation costs.
If the customer’s defect complaint is not justified, the customer shall bear the costs incurred for inspecting and correcting the defect.
Defect rights shall expire one (1) year after work is accepted.
In case of website development, the customer shall not be entitled to any claims for defects if it has been granted administrator rights at its own request, and if the customer makes administrative changes to the website itself.
Junith shall only be liable for injuries to life, health, or body, or for the violation of cardinal contractual obligations and for other damages based on intentional or grossly negligent breaches of duty by Junith, its legal representatives, or its agents. Cardinal contractual obligations include obligations necessary to fulfill and achieve the object of the agreement.
In case of a violation of cardinal contractual obligations, Junith shall only be liable for typical, foreseeable damages for the contract, if these are violated based on simple negligence, unless the customer’s claims for damages are based on an injury to life, body, or health.
The above restrictions of liability also apply in favor of Junith's statutory representatives and agents, if claims are made directly against these.
The acceptance of any warranty or purchasing risk shall remain unaffected by the above restrictions.
Junith shall accept no guarantee for ensuring the availability of web servers provided. It shall also provide no guarantee for defective connections and lack of accessibility – in particular server malfunctions – caused by problems outside of Junith's technical resources, scope of services, or scope of responsibility.
Junith shall accept no liability for any lost data in case of contract server data backups. The customer shall bear costs associated with restoring lost data.
Junith is not responsible for material and content provided by the customer, and shall accept no liability for such material and content. Junith is in particular not obligated to review material and content provided by the customer to ensure it is legally permissible.
14. Retention of ownership
Junith grants the customer only rights of use to work of all types. No rights of ownership are transferred to the customer.
Delivered products (hereinafter referred to as “reserved goods”) shall remain the property of Junith until payment of all claims – including future claims – under the business relationship.
The customer is entitled to sell the reserved goods in the course of its normal business, as long as it is not in default of payment.
If it sells reserved goods owned solely by Junith, the customer hereby already assigns its claims from the resale with all ancillary rights to Junith by way of security. This assignment shall apply only to the amount corresponding to the price invoiced by Junith for the reserved goods. If the sold reserved goods are only co-owned by Junith, the assigned claim shall only apply to the amount corresponding to its percentage of co-ownership.
Junith hereby entitles the customer to collect receivables indicated in the above paragraph, reserving its right to revocation.
Junith shall not make use of its own collection rights as long as the customer fulfills its payment obligations – including those towards third parties.
Upon request by Junith, the customer must name the debtors for assigned claims and notify them of the assignment. Judith is entitled to notify the debtors of the assignment itself as well.
The customer must inform Junith promptly of any compulsory enforcement measures by third parties regarding reserved goods or assigned claims, and must provide Junith with documents necessary to object. The right to resale and use of the reserved goods and the entitlement to collect assigned claims shall expire in case of cessation of payment, application, or opening of insolvency proceedings or statutory settlement proceedings. The right to collect claims shall also be revoked in case of checks or bills of exchange. In such cases, Junith shall be entitled to pick up the reserved goods.
If the security owed to Junith under the preliminary assignment exceeds the value of the secured claim by more than 10%, Junith is obligated to return or release the security at the customer's discretion. The value of Junith's secured claim is determined based on the price Junith invoiced to the customer.
15. Access to the electronic project tool
In certain tasks, Junith uses web-based project tools that can be accessed over the internet to support collaboration with the customer. Upon request, the customer can receive customized login data that it can use to access the specific project tool. The customer is prohibited from disclosing this login data to third parties. It must store such data carefully so as to exclude any misuse or transmission.
If the customer loses its login data, or if it becomes aware third parties have gained access to the data, it is obligated to inform Junith promptly. As long as this has not occurred and the customer has provided no proof that a third party has used its login data instead of it, all declarations submitted there shall be deemed to have come from the customer. The customer shall be liable for any misuse by third parties unless it can prove it was not liable for these.
Junith hereby undertakes to inform the customer promptly if it becomes aware or suspicious of any irregularities indicating access data has been misused.
The parties agree that content and conditions of the specific agreement and information obtained during its processing shall remain confidential. This also continues to apply beyond the end of the contractual relationship.
Press releases, information, and other (public) statements in which one party refers to the other respective party are only permitted following prior agreement in writing or text form. Junith’s authorization under the above clause 9.4 shall remain unaffected.
Junith hereby notes that e-mail is a public medium. Junith accepts no liability for the confidentiality of e-mails. Upon request by the customer, communication can be maintained via other media.
17. Data privacy
Junith records customer data in the course of carrying out agreements. It observes statutory data privacy regulations, in particular the provisions of the Federal Data Protection and Telemedia Act.
Data may be transmitted to third parties if and insofar as this is part of the agreement – for instance when registering domains.
The customer hereby agrees to all data usages if these are useful or necessary for carrying out the agreement.
18. Final provisions
The place of fulfillment is the location where Junith performs its contractual services.
If the customer is a merchant, the exclusive place of jurisdiction for all disputes arising from the contractual relationship shall be the court responsible for Ulm. Junith is also entitled to bring complaints against the customer at its general place of jurisdiction.
If a provision of the agreement or the GTCs is or becomes invalid, this shall not affect the validity of the remainder of the agreement or GTCs. In such cases, the parties hereby agree to a regulation coming as close as possible to the expressed contractual will in a permitted form.
German material law applies, excluding the CISG and conflict-of-law rules.