These GTC govern the legal relationship between Complita (hereinafter referred to as ‘COMPLITA’) and its customers in relation to the optimisation of the online visibility of company websites on the Internet and the various service packages associated with this (hereinafter also referred to collectively as ‘Digital Service’).
COMPLITA undertakes to provide the services listed in the service description.
The specific scope of the services owed by COMPLITA is generally set out in the service description agreed between the contracting parties, which forms an integral part of the contract.
COMPLITA will always co-operate with the Client in the provision of the services. Should it become apparent during the co-operation that the service description needs to be changed and/or adapted, COMPLITA will inform the Client of this immediately. If the services owed by COMPLITA change more than insignificantly due to subsequently communicated wishes of the Client, the parties shall agree on an adapted service description and, if necessary, the adjustment of the remuneration. If no agreement is reached, the original service description shall remain valid.
COMPLITA shall provide the Client with advice and support in all matters relevant to the contract.
The Client shall provide COMPLITA in a timely manner with all necessary content and information that COMPLITA requires for the provision of the services. COMPLITA is not obliged to check the content and information provided by the Client for accuracy and legal compliance. COMPLITA also does not guarantee that the content and information provided is suitable for achieving the purpose of optimising the website.
The content to be provided includes, in particular, all texts, photographs, graphics, samples and tables to be used at the Client’s request, which the Client must provide to COMPLITA in digital form.
The Client must ensure that all content provided complies with the applicable provisions and laws, in particular media, copyright, trademark and competition law. The Client shall indemnify COMPLITA against all claims arising from legally objectionable content. The indemnification obligation also includes the costs of legal action.
If the Client fails to fulfil its obligations to cooperate, COMPLITA is entitled, after setting a reasonable deadline, to refuse to continue providing the services until the Client fulfils its obligations to cooperate. The Customer shall continue to owe the agreed remuneration for the period of non-cooperation. If the Client repeatedly fails to fulfil its obligations to cooperate and/or fails to do so for a period of more than three months, COMPLITA shall be entitled to terminate this Agreement without notice and to invoice the Client for the services provided to date.
COMPLITA shall notify the Client of the completion of services rendered. After notification, the Client shall immediately check the content for functionality and compliance with the service description. The Client must report any defects immediately in writing (including by e-mail).
If the services have been provided free of defects and in accordance with the contract, the Customer shall notify COMPLITA of this in writing (also by e-mail) (acceptance). If the Client fails to accept the services, COMPLITA shall request the Client in writing (also by e-mail) to accept the services within 10 days. If the deadline expires without result, the website is deemed to have been accepted.
COMPLITA grants the Customer the exclusive and unrestricted right to use the services created by COMPLITA, including any associated documents, sketches, drafts and documentation as well as any source code, in all types of use known and unknown at the time of conclusion of the contract, in particular to reproduce, distribute and make them available in all media. This also includes the granting of sub-licences.
With regard to the image and/or photo and/or moving image material created by COMPLITA at the Client’s request, the General Terms and Conditions Image Videos and Photos shall apply. These General Terms and Conditions also apply mutatis mutandis to cases in which COMPLITA provides copyrighted texts at the Client’s request.
The remuneration is based on COMPLITA’s price lists current at the time the contract is concluded, plus VAT. The one-off set-up fee shown in the contract form will be invoiced to the Customer no later than 14 days after conclusion of the contract and is due for payment within a further 10 days. Any additional products booked will be invoiced separately and are also due for payment within 10 days of invoicing.
The monthly instalments are also due for payment within 10 days of invoicing and are generally invoiced for the first time after the service goes live.
The Customer is advised to issue COMPLITA with a corresponding SEPA direct debit mandate.
If the Customer fails to fulfil its payment obligation or if the Customer’s account does not have sufficient funds (default), COMPLITA shall be entitled to shut down the Customer’s website and block any access by the Customer for the duration of the default, after having previously set a deadline to no avail. However, the Client remains obliged to pay the overdue amounts and further instalments in any case.
If the Client defaults on the payment of three monthly instalments, COMPLITA shall be entitled to terminate the contract without notice following a prior written warning and to invoice the Client in full for the services provided to date. COMPLITA hereby expressly reserves the right to assert a claim for consequential damages in the event of cancellation.
The contract shall enter into force upon signature by both parties.
The minimum term of the contract is 12 months from the first invoicing of the monthly instalments in accordance with Section 6 (2). COMPLITA will notify the specific end of the minimum term as a precautionary measure when sending the first monthly invoice.
The contract may be cancelled for the first time at the end of the minimum term with three months’ notice.
The contracting parties may terminate the contract for good cause.
Cancellations must be made in writing, alternatively by e-mail.
COMPLITA shall have unlimited liability in the event of intent or gross negligence for all damage caused by COMPLITA in connection with the provision of the contractual services. COMPLITA is also liable without limitation in the event of culpable injury to life, limb or health.
Otherwise, COMPLITA shall only be liable in the event of a breach of a material contractual obligation up to the amount of the foreseeable, typically occurring damage.
Liability under the Product Liability Act remains unaffected.
Any further liability as well as any liability of COMPLITA for content provided by the Client is excluded. In particular, COMPLITA is not liable if third parties, above all Google, block access to an account or remove the accounts.
COMPLITA is not liable for damages incurred by the Client due to misuse by third parties (e.g. cyberattacks, computer viruses, etc.).
Claims for damages expire 12 months after the end of the year in which the claim arose and the Customer became aware of the circumstances giving rise to the claim and the identity of the person causing the damage or should have become aware of them without gross negligence.
The customer shall be fully liable within the scope of the contractual and statutory provisions.
There are no verbal collateral agreements. All amendments or additions to the contract or these GTC must be made in writing to be effective. This also applies to the amendment of this clause.
Should any provision of these GTC (or of the contract) be or become invalid or unenforceable, this shall not affect the validity or enforceability of the remaining provisions. The invalid or unenforceable provision shall be replaced by a valid or enforceable provision that comes as close as possible to the economic objectives of the invalid or unenforceable provision.
German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods and IPR.
If the customer is a merchant or a legal entity, the place of jurisdiction shall be Berlin, unless another place of jurisdiction is prescribed by law.
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