§ 1 Scope
(1) The customer only accepts the validity of these terms and conditions for business with the service provider. The customer waives his own terms and conditions. Deviating agreements can be contractually agreed between the parties. This requires the written form and the express consent of both contracting parties.
(2) The general terms and conditions are available at https://dev.niwo.eu/terms-and-conditions
§ 2 Subject
(1) The object of the contract is the provision of work contract services as listed in Chapter 1 of the contract.
§ 3 Scope of services
(1) The service provider performs the services described in this service. The benefits are defined in Chapter 1 of the contract.
§ 4 Performance dates and delays
(1) Both parties generally agree on all performance dates in text form before the start of the contract.
(2) The time zone of the service provider’s company headquarters serves as a guideline for all dates agreed in writing.
(3) Delays in performance due to force majeure (strike, official order, disruption of telecommunications, etc.), circumstances in the customer’s area of responsibility (non-compliance with the obligation to cooperate, modification of the project, etc.) as well as events that prevent the service provider from rendering the The service provider is not responsible for making the performance owed significantly difficult or impossible.
(4) If the service provider is in default with essential contractual services, the customer must set a reasonable grace period for the provision of the service before the customer is entitled to withdraw from the contract. The grace period must be set in text form.
(5) The customer has to present the properly performed execution results for acceptance.
§ 5 Changes in performance
(1) The service provider reserves the right to change services slightly or to extend them slightly for the same remuneration. This applies in particular to changes in the legal situation or changes in the industry.
(2) If the customer requests changes to the service provider, these are assessed by both parties and must then be released jointly and in writing in order to become part of the contract.
§ 6 Execution
(1) The service provider arranges his working hours for the customer at his own discretion, but in accordance with his duties. The interests of the customer are adequately protected in addition to the remaining obligations of the service provider.
(2) When measuring the performance, both contracting parties (customer and service provider) jointly assume that the scope of duties remains the same. In the case of additional tasks, the contracting parties are obliged to make a new agreement.
§ 7 Free interpretation power
(1) The service provider provides the customer with a work that was designed and configured in advance for a general coaching business. A high standard is met and individual changes to the design or structure are not planned.
§ 8 Obligations of the service provider
(1) The service provider must provide the services in accordance with the generally recognized rules, taking into account all official and legal regulations and provisions at the time the service is performed.
(2) The customer must be informed of the conversations held by the service provider. He receives copies of the correspondence he has conducted.
(3) The service provider is obliged to comply with the costs specified and approved by the customer. In the event of cost discrepancies, the service provider must immediately inform the customer, justify the cost discrepancies and suggest savings options if the cost is exceeded.
(4) The service provider will protect the interests of the customer. However, he is not authorized to submit and receive legal declarations. Representation of the customer vis-à-vis third parties by the service provider requires an express written authorization.
(5) The service provider is obliged to protect his computer and other digital systems with virus protection programs and other industry-standard measures and to keep these protection systems up to date, insofar as this is technically feasible and reasonable.
(6) During the iterative process of service development, the service provider guarantees to respond to incoming mails and inquiries of a service-related nature within 24 hours, Monday to Friday, so that the deadline agreements are kept.
§ 9 Obligations of the customer
(1) The customer consents to improve the relationship with the service provider, to communicate honestly, to be open to feedback and help and to devote the time and energy to fully participate in the service.
(2) The customer must immediately notify the service provider of changes to his company, address or other contact information in text form.
(3) Upon request, the customer provides the service provider with the documents and data available to him for the provision of the services, insofar as the customer has collected this data himself, it was collected on his behalf or became known to him from generally accessible sources and are still available from him.
(4) The customer ensures that all data provided by the customer (images, texts, etc.) is equipped with purchased user licenses and, if necessary, attached.
(5) The customer guarantees the service provider access to all data relevant to the service.
(6) The customer is obliged to protect his computer and other digital systems with virus protection programs and other industry-standard measures and to keep these protection systems up to date, as far as this is technically feasible and reasonable.
(7) During the iterative process of service development, the customer guarantees to respond to incoming mails and inquiries of a service-related nature within 24 hours, Monday to Friday, so that the deadline agreements are kept.
(8) The customer enables the service provider to install software if this is necessary for the use of the services of the service provider and the customer cannot carry out the installation himself.
(9) The customer acknowledges that all changes to the work results or services provided by the service provider may in principle only be carried out by the service provider. Exceptions must be agreed in writing.
§ 10 Violation of the customer’s obligations
(1) If the customer culpably violates an obligation to cooperate, the service provider has the right to request the customer in writing to comply with the obligation to cooperate. After two unsuccessful requests due to one or more breaches of duty by the customer, the service provider is entitled to withdraw from the contract or to terminate the contract without notice in the event of permanent obligations. The customer’s obligation to pay remains basically unaffected.
§ 11 Confidentiality and confidentiality
(1) The service provider undertakes to use the data and documents provided to him exclusively for the provision of the services. Use for other matters requires the prior written consent of the customer.
(2) The service provider undertakes to keep secret all business transactions of the customer that become known in the course of cooperation, as well as of the persons or companies in business relationship with the customer. In particular, the service provider is obliged to maintain strict confidentiality about the data that has become known and becomes known as part of the creative, organizational and planning processes, as well as billing. This confidentiality obligation applies beyond the duration of this agreement.
(3) The service provider is obliged to agree corresponding confidentiality obligations with its employees and with the third parties commissioned by it.
(4) If personal data is transmitted from the customer to the service provider or is collected and evaluated by the customer on behalf of the customer, the service provider undertakes to comply with the relevant provisions of data protection laws.
§ 12 Remuneration
(1) The service provider receives the services provided under this contract according to the agreed rates. Specifically, the amount of the remuneration is determined according to the budget set between the customer and the service provider. In addition, special remuneration from other areas of activity and / or for unscheduled activities is only paid if these activities have been agreed in advance with the service provider and customer.
(2) The service provider of the company will invoice the remuneration for the activity, either on a case-by-case basis or on a regular basis (e.g. monthly), depending on the type of services provided. The statutory value added tax applicable to the remuneration will be charged in addition, unless stated otherwise.
(3) The service provider assures the customer of his entrepreneurial status in the sense of tax and social security law. He guarantees that he will tax his remuneration himself and pay any other legally required taxes.
(4) Unless otherwise specified, all payments by the customer are made cashless to the following account:
Account holder: Nikolaj Woroschilow
Bank: Kreis Sparkasse Saarlouis
IBAN: DE60 5935 0110 0370 0609 31
§ 13 Terms of payment
(1) The payment of the remuneration by the service provider takes place, unless otherwise agreed, as mentioned in the offer. In principle, the remuneration from the customer to the service provider is due no later than seven days after receipt of the invoice and without deduction, including VAT (gross). Payment is made either via the service provider’s website in its own member portal or by bank transfer to an account specified by the service provider.
(2) Costs for server rentals, domains, SSL certificates and similar services are calculated annually in advance. The customer must pay the claim no later than seven days after receipt of the invoice. These costs are always listed as a separate invoice item.
(3) Objections of the customer against pay slips of the service provider are to be raised in text form. Invoices are considered approved by the customer if the customer has not objected to them within two weeks. Access to the service provider is the decisive factor for adhering to the deadline.
§ 14 Invoice
(1) The invoice is issued by the customer within 24 hours of the conclusion of the service contract.
(2) All prices are based on the service provider’s offer and are generally net prices plus VAT.
(3) If the customer decides on a part payment method, he has to do this according to the selected payment plan. The customer must comply with any payment request according to the plan within 24 hours.
(4) For trips that are necessary in the interest of the order or the service and that have been previously approved by the customer, the service provider receives the budget 3 days in advance to finance the travel or flight costs and to compensate for the personal time of the trip. The hourly rate is € 100 per hour.
§ 15 Late payment
(1) If a customer is in arrears with his payment obligations, the service provider is entitled, after setting and expiry of a reasonable grace period, to discontinue or withhold the website and all other contractual services until the customer’s payment obligations in full or, in consultation with the service provider, partially are fulfilled. The customer has to pay a flat rate of 50 euros (net) for reactivating the website.
§ 16 Warranty for defects
(1) The customer has to comply with the inspection and notification obligations according to § 377 HGB. Recognizable defects in the contractual performance must be reported in writing by the customer no later than three weeks after the transition or provision.
(2) The service provider is entitled to refuse supplementary performance until the customer is no longer in default with payment obligations.
(3) The warranty for all defects is 4 weeks from delivery.
(4) If, from the time the order is fulfilled, the material supplied by the service provider is defective, the customer can initially only request rectification. The defect must be reported by telephone within two working days of receipt of the shipment and in writing after a further three working days, in the case of technical and other hidden defects within ten days of discovery in writing.
(5) If rectification is not possible or is disproportionate in terms of cost, the customer cannot claim a reduction in the fee. Further claims for damages are excluded.
(6) The service provider is not liable for damage that occurs to the customer in connection with the use of the files supplied by the service provider, be it due to computer viruses in or on e-mails or comparable transmissions or attachments attached to them, or in connection with delivered data carriers or Devices of the service provider connected to / from / in the customer’s systems.
(7) Excluded from the limitations of the warranty are defects and consequential damage caused by the service provider or its vicarious agents through an intentional or negligent breach of duty or when the service provider has concealed defects that could lead to claims against the customer.
§ 17 Customer’s duty of cooperation in the event of subsequent performance by the service provider
(1) The customer is obliged to take all reasonable and necessary measures that enable an immediate assessment of the defects and any damage and their causes. The customer has to comply with his legal obligation to reduce damage.
(2) The customer must reimburse the service provider for all costs incurred as a result of supplementary performance if the defect or damage is not the responsibility of the service provider. Billing is based on the applicable remuneration rates and separate billing and payment.
§ 18 Term and termination
(1) The contract is concluded starting with the signing of both parties. It ends at the end of the service period without any special termination being required.
(2) Early termination can be given by mutual consent or for important reasons. Important reasons are: Sustainable violation of essential provisions and components of this contract, initiation of insolvency proceedings.
(3) In the event of early termination, the service provider has a full fee, regardless of possible loss of fees at the customer.
(4) Termination must be in writing.
§ 19 Property rights, rights of use and reservation of payment
(1) The services provided or rendered, in particular campaigns and strategies created, remain the property of the service provider until the remuneration has been paid in full. The granting of agreed rights of use to the contractual service is also subject to the full payment of the agreed remuneration.
(2) The granting of property, ownership and usage rights to program codes of software programmed by the service provider is based on the individual agreements made with the customer. If no clear individual regulation has been made between the parties, the customer is only granted a simple and non-transferable right of use. The same applies to program libraries and source code libraries. The service provider is entitled to use the corresponding source codes and program libraries for other projects and also to grant usage rights for these.
(3) The rights of ownership, ownership and use of all preparatory work and interim results, such as concepts, sketches and drafts, remain with the service provider regardless of the payment of the agreed remuneration. The service provider is furthermore entitled to use or further develop this preparatory work for other projects or customers.
(4) Furthermore, the service provider has the unrestricted right to advertise (including trade fairs, presentations, tenders, etc.) with contractual services. Furthermore, the service provider has the right to display the customer’s company and its identifier for reference purposes. An exception to this is an agreement on confidentiality agreed in advance by both parties in writing.
(5) For the rest, the scope of the granting of rights of use is based on individual contractual agreements and the statutory provisions.
(6) The service provider transfers to the customer the information contained in the contract chapter “3. Rights of use ”specified rights of use.
(7) The service provider’s copyright rights remain unaffected. The service provider has, in particular, the right to prohibit distortion or other impairment of his work, insofar as this is likely to endanger his legitimate intellectual or personal interests in the work.
§ 20 Entry
(1) The service provider reserves the right to be mentioned in all media (including social media, online, print, pitch bible, financing events) in a clearly legible form. If the customer acquires exclusive usage rights to the work, the reservation loses its validity for the time defined in the usage license.
§ 21 Limitation of Liability
(1) The service provider is not liable for malfunctions, defects or damage that are based on the customer’s tools.
(2) The service provider is not liable for malfunctions, defects or damage that are attributable to the customer’s unauthorized changes to the contractual service.
(3) The service provider is not liable for disruptions or failures in the infrastructure or transmission paths of the Internet.
(4) The service provider is not liable for the loss of data and programs if the customer has failed to perform data backups or similar measures so that data can be restored.
(5) The service provider is liable for damage resulting from injury to life, limb and health in accordance with the statutory provisions. This also applies to intent and gross negligence on the part of the service provider. Mandatory legal liability for product defects also remains unaffected.
(6) In the event of slight negligence, the service provider is only liable if essential contractual obligations have been violated. In such cases, liability is limited to damage that must typically be expected when the contract is created.
(7) Furthermore, the service provider accepts no liability.
§ 22 Offsetting claims
(1) The customer has the right to offset against claims from the service provider only to the extent that these are undisputed and legally binding.
§ 23 Provisions for content management systems
(1) The service provider provides the customer with content management systems (CMS) on agreement and remuneration, which are either programmed and licensed by the service provider or third-party companies.
(2) The delivery, licensing, warranty and, if applicable, guarantee conditions are based on the corresponding conditions of the third party. The customer undertakes to adhere to these conscientiously.
§ 24 Care services
(1) Nursing services by the service provider are to be understood as changes and extensions of projects. Nursing services are not a fundamental redesign or redesign of projects. The service provider provides care services outside of the warranty obligation of the service provider and is billed separately by agreement.
§ 25 Support and maintenance
(1) After the contract has expired, the service provider must conclude a separate contract for the use of the support and maintenance lines with separate remuneration and billing between the parties. The billing is generally carried out through an individual support flat rate or, in addition, on a 15-minute basis and at the current remuneration rates of the service provider. Individual changes and adjustments are fundamentally possible and must be made in writing.
§ 26 Provider and provider-like services
(1) The customer authorizes the service provider in his name and on his account to apply for a domain name and to create a domain. The service provider is not liable for the availability of the domain name. Furthermore, the service provider does not guarantee that the domain requested by the customer exists or will remain in the long term.
(1) The service provider collects, processes and uses personal data within the framework of the data protection regulations without further consent only if this is necessary for the execution of the contract or billing.
(2) The customer is expressly advised that comprehensive data protection for data transmissions in open networks cannot be guaranteed. The customer is aware that the provider can view data stored on web servers from a technical point of view at any time. Unauthorized third parties may also be able to influence data and data traffic. The customer bears sole and full care for data stored on web servers.
§ 28 Force Majeure
(1) If force majeure leads to an interruption of the work, the service provider or customer are released from their obligations under the contract for the time of the interruption of the work. If, in the event of force majeure, the fulfillment of the service is permanently prevented, the service provider or customer are entitled to terminate the contract. Claims for damages are excluded. The following events are considered to be force majeure: Internet block, war, higher-level orders, sabotage, strikes and lockouts, natural disasters, geological changes and impacts.
(2) Each contracting party is obliged to notify the other party immediately after the occurrence of a force majeure event with all details. In addition, the parties have to advise on appropriate measures to be taken.
§ 29 Other provisions
(1) This contract and its annexes represent the entire agreement of the parties. No verbal side agreements have been made.
(2) Changes and additions to this contract, in particular additional claims for remuneration, can only be justified in writing and require the written form to be effective, as well as the waiver of the written form. The principles of pretense of authorization and toleration are hereby overridden.
(3) This contract was made out in 2 copies.
(4) If the work is a website, the service provider decides where the website is hosted. This serves the quality and cost control for functionality and maintenance of the software.
(5) If the software (plug-ins), graphics or photos included in the scope of this service require a license, the customer must bear the costs for this, provided the service provider cannot provide a license.
(6) The service provider reserves the right to claim the administrative rights of the website in order to maintain the quality and functionality of the system.
(7) The customer receives the necessary access to be able to use the system in the scope of the coaching. However, if the claim of the service provider is declared invalid by legal means, the customer loses any guarantee for maintenance and care of the system, as well as the licenses provided by the service provider, with immediate effect.
§ 30 Severability clause
(1) Should individual provisions of this contract be null and void, this does not affect the legal validity otherwise. A void provision shall take the place of the null and void, which is and can be carried out according to the meaning of the contract. The same applies if it should show during the contract processing that individual provisions are not feasible.
§ 31 Fulfillment / Place of jurisdiction
(1) The place of performance and jurisdiction is the company headquarters of the service provider. The law of the Federal Republic of Germany.