These GTC govern the legal relationship between Complita FZCO & Complita B.V. (hereinafter referred to as ‘Complita’) and its customers in relation to the creation of websites and online shops and the various associated services.
Complita provides the ordered services in accordance with the contractual offer and the associated service description, which forms part of the contract. Services ordered separately by the customer that go beyond the contractually agreed services will be charged at an hourly rate of € 80.00 net in accordance with the prices for additional products or on a time and material basis.
The website or online shop is set up on a server selected by Complita. After completion of the website or online shop – or earlier if agreed accordingly – the website will be linked to a domain selected by the customer. In the event of a lack of co-operation during the live connection, Complita reserves the right to switch the completed website or online shop live under a specially selected domain after setting a reasonable deadline.
If required, Complita will take over the provider service and provide the necessary information for setting up the desired e-mail addresses. The customer is responsible for the local setup and professional backup of data from the customer’s old e-mail accounts. Complita accepts no liability for loss of data in this respect.
The customer is obliged to provide Complita in good time with all the necessary content and information in a suitable digital form that Complita requires to create the website or online shop. Complita is not obliged to check the content and information provided by the customer for accuracy and legal compliance. Complita also accepts no responsibility for ensuring that the content and information provided or the website as a whole are suitable for achieving the purpose for which the website or online shop was created.
The customer grants Complita the rights of use necessary to fulfil the contract to the extent required.
The customer must ensure that all content provided complies with the applicable provisions and laws, in particular media, copyright, trademark and competition law. The customer shall indemnify Complita against all claims arising from legally objectionable content. The obligation to indemnify also includes the costs of legal action.
If the customer fails to fulfil its obligations to cooperate, Complita is entitled, after setting a reasonable deadline, to refuse to continue creating the website until the customer fulfils its obligations to cooperate. The customer shall continue to owe the agreed remuneration for the period during which it fails to co-operate. If the customer repeatedly fails to fulfil its obligations to cooperate and/or fails to do so for a period of more than two months, Complita shall be entitled to terminate this contract without notice and to invoice the customer for the services provided to date.
Once the website or online shop has been completed, the customer is obliged to check its functionality and compliance with the service description without delay. The customer must report any defects immediately in writing (also by e-mail).
If the website has been created free of defects and in accordance with the contract, the customer shall notify Complita of this in writing (including by e-mail) (acceptance). If the customer fails to accept the website, Complita will request the customer to accept it in writing (including by e-mail) within 10 days. If the deadline expires without result, the website is deemed to have been accepted.
Payment is based on Complita’s price lists current at the time the contract is concluded. The one-off set-up fee shown in the contract form will be invoiced to the customer no later than 10 days after conclusion of the contract and is due immediately. Any additional products booked will be invoiced separately and are also due for payment within
10 days after invoicing.
The monthly instalments are also due for payment within 10 days of invoicing, payable from the time the website goes live, but at the latest depending on the product:
– for Website Onepager: 1 month
– for Website Basic: 2 months
– for Professional and Premium: 3 months
– Online shops: 4 months
after conclusion of the contract.
The customer is recommended to issue Complita with a corresponding SEPA direct debit mandate.
If the customer does not fulfil its payment obligation or if the customer’s account does not have sufficient funds (default), Complita is entitled to shut down the customer’s website and block any access by the customer for the duration of the default after setting a deadline to no avail. However, the customer remains obliged to pay the overdue amounts and further instalments in any case.
If the customer is in arrears with the payment of two monthly instalments, Complita is entitled to terminate the contract without notice following a prior written warning and is entitled to invoice payment of the entire outstanding amount. Complita hereby expressly reserves the right to assert further claims 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 36 months from the first invoicing of the monthly instalments in accordance with Section 5 (2). If a different payment method has been agreed, the first invoicing, after the set-up fee, is also used as the basis for the start of the contract term.
The contract can be cancelled for the first time at the end of the minimum term with a notice period of three months.
If the contract is not cancelled at the end of the minimum term, the contract is then extended by a further year in each case and can then always be cancelled with three months’ notice to the end of the respective term.
The customer’s right of cancellation under Section 648 BGB is excluded.
The right of cancellation for good cause remains unaffected.
All cancellations must be made in writing by registered letter.
If the contract is cancelled, the website will no longer be hosted by Complita after the end of the contract term. The customer is therefore obliged to agree with Complita in good time how and on which web server the website is to be hosted after the end of the contract term. If no agreement is reached, the website will be deactivated at the end of the contract term.
Complita reserves the right to charge any costs incurred for maintaining the website even after the end of the contract if the website is not taken over in good time.
If Complita cancels the contract without notice for good cause, the customer is obliged to reimburse Complita for what it has already paid. Complita will issue the customer with a corresponding invoice, which is due for payment within 10 days of the invoice date.
Complita accepts no liability for loss-causing events that occur via transmission channels outside the sphere of influence of Complita or its service providers. This also applies to loss-causing events that occur because the customer himself or herself edits the website created by Complita or has it edited by third parties. Complita accepts no responsibility for damage caused to the customer by misuse by third parties. This also includes damage caused by computer viruses. The customer is responsible for the representations and content that it or a third party transmits or processes via its website, retrieves or makes available for retrieval. The same applies to links to target pages specified by the customer. The customer is responsible for ensuring that the rights of third parties are not infringed in this context. In particular, the customer’s website may not be used to disseminate images and content that infringe the copyrights, industrial property rights or other intellectual property rights of third parties. The customer shall indemnify Complita against any third-party claims that are asserted against Complita due to a breach of the above obligation. This obligation includes the necessary costs of legal defence. Complita does not check the content supplied by the customer for its legal admissibility or for infringements of third-party rights. Complita accepts no liability whatsoever for the content provided by the customer.
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.
1.1 The GTC Image Videos and Photos set out the terms and conditions for the production of photos and image videos for Complita’s customers.
1.2 Complita is authorised to commission external producers to produce the photos and image videos.
image videos.
2.1 The customer guarantees
a. that all persons involved in the production of the photos and the image video at the shooting or filming location agree to the use of their recordings for the production and use of the photos and the image video; the photographer and video journalist are entitled to demand that all persons involved at the shooting or filming location sign a declaration of consent (model release);
b. that no rights of third parties to the shooting or filming location and objects present at the shooting or filming location are infringed as a result of the production, in particular that shooting or filming authorisations have been granted where necessary;
c. that no other legal prohibitions or restrictions are violated by the recordings;
d. that he has the necessary rights of use to his own or third-party content, such as texts, images, film footage, graphics, film music or similar (third-party material), which he may make available for the production of the photos and the image video;
e. that all persons involved in the production agree to the use, processing and, if necessary, forwarding of their personal data to co-operation partners or vicarious agents involved within the framework of the statutory provisions of the BDSG, insofar as this is necessary for the processing, handling and execution of the contract.
2.2 The customer undertakes to indemnify Complita and external producers commissioned by Complita against any third-party claims that may be asserted as a result of an alleged breach of this guarantee.
2.3 If necessary, the customer transfers all rights to the resulting recordings to Complita in full. Furthermore, the customer warrants that no third-party rights are infringed by the third-party material provided. In this respect, the customer is responsible for obtaining the necessary rights (see 2.1, d.).
3.1 Complita grants the customer the non-exclusive right to use the photographic material created in the order for the duration of the contract for the digital service and for an unlimited period of time. Use of the image material is limited to the scope specified in Complita’s offer. The customer is not granted or transferred the right to grant sub-licences or assignable rights.
3.2 When using the photographic material, the customer must observe the accompanying photographic information and the restrictions on use and utilisation contained therein. The customer shall be solely liable for any damage resulting from non-compliance and shall indemnify Complita against any third-party claims in this connection.
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