GENERAL TERMS AND CONDITIONS (AGB)
0. SCOPE AND CONTRACTING PARTIES
0.1. These General Terms and Conditions (AGB) apply to all contractual relationships between
Komosov Victor,
sole proprietor (Einzelunternehmer),
operating under the business name “SeitUP”
(hereinafter referred to as the “Contractor”),
and his clients
(hereinafter referred to as the “Client”).
0.2. These AGB apply exclusively to entrepreneurs (B2B) within the meaning of § 14 German Civil Code (BGB). Contracts with consumers (§ 13 BGB) are not concluded.
0.3. Any terms and conditions of the Client that deviate from these AGB shall not apply unless expressly agreed in writing by the Contractor.
0.4. Individual offers (Angebot), contracts and service descriptions shall prevail over these AGB in case of conflict.
1. SUBJECT MATTER OF THE CONTRACT
1.1. The Contractor provides services in the areas of web development, design, branding, print preparation, marketing, online advertising, SEO, SMM, technical website support and other digital services.
1.2. The specific scope of services results from the respective individual offer or contract.
2. CLIENT’S DUTY TO COOPERATE
2.1. The Client undertakes to provide the Contractor with all information, materials, content and access data required for the provision of services in a timely, complete and suitable manner. This includes in particular texts, images, logos, access to websites, hosting, domains, advertising and analytics platforms.
2.2. The Client is responsible for the legality, accuracy and up-to-dateness of all provided materials and warrants that all necessary usage rights exist.
2.3. The Client shall review, approve or comment on drafts, concepts, interim results and reports provided by the Contractor within a reasonable period of time.
2.4. If no feedback is provided within the agreed or reasonable period, the respective services shall be deemed approved.
2.5. Delays caused by late or missing cooperation by the Client shall lead to a corresponding extension of deadlines. The Contractor shall not be liable for such delays.
2.6. The Client shall ensure that no third parties interfere with the Contractor’s services without prior coordination. The Contractor shall not be liable for consequences resulting from such interference.
3. PERFORMANCE DEADLINES
3.1. Performance periods shall commence only after full payment has been received and all required information and materials have been provided by the Client.
3.2. Binding deadlines exist only if expressly agreed in writing.
4. MARKETING, SEO AND ADVERTISING SERVICES (SERVICE CONTRACT)
4.1. Services in the fields of marketing, online advertising, SEO, SMM, analytics, strategy and consulting are provided as services (Dienstleistungen), not as work contracts.
4.2. The Contractor does not owe any specific economic, technical or commercial success. In particular, no guarantees are given for search engine rankings, sales, leads, traffic, conversions or KPIs such as ROI or ROAS.
4.3. Forecasts, estimates and recommendations are non-binding and serve solely as guidance.
4.4. The Client acknowledges that the success of marketing and advertising measures depends on numerous factors beyond the Contractor’s control, including market conditions, competition, user behavior and platform algorithms.
4.5. The Contractor shall not be liable for decisions, actions or restrictions imposed by third-party platforms (e.g. Google, Meta, TikTok).
5. PROJECT SERVICES AND ACCEPTANCE (WORK CONTRACT)
5.1. Project-based services (in particular website creation, branding, design and other result-oriented services) are provided as work contracts.
5.2. The Contractor is entitled to request acceptance of the completed work.
5.3. The work shall be deemed accepted if the Client does not submit written notice of material defects within 14 calendar days after delivery, or if the Client uses the work productively.
5.4. Minor defects do not entitle the Client to refuse acceptance.
6. PRINT SERVICES AND PRODUCTION
6.1. The Contractor provides design and print preparation services but is not a manufacturer of printed products.
6.2. Printing is carried out by third-party print service providers.
6.3. The Contractor shall not be liable for production-related deviations unless caused by errors in the provided print data.
6.4. In the event of production defects, the Contractor shall support the Client in asserting claims against the printing service provider, without assuming financial liability.
7. SOURCE FILES AND OPEN DATA
7.1. The release of source files and open data requires a separate agreement and full payment.
7.2. The Contractor is not obliged to store source files after completion of the project.
8. USAGE RIGHTS
8.1. Usage rights to the work results shall pass to the Client only after full payment has been made.
8.2. Unless otherwise agreed, the Client receives a simple, non-exclusive right of use.
8.3. The Contractor is entitled to use work results for portfolio and self-promotion purposes unless the Client has expressly objected in writing.
9. THIRD-PARTY RIGHTS / INDEMNIFICATION
9.1. The Client warrants that the materials provided do not infringe the rights of third parties.
9.2. The Client shall indemnify the Contractor against all third-party claims arising from the use of such materials.
10. USE OF SUBCONTRACTORS
10.1. The Contractor is entitled to engage third parties (subcontractors or vicarious agents) to fulfill contractual obligations.
11. TERM, SUBSCRIPTION SERVICES AND TERMINATION
11.1. Services provided as part of a package are deemed ongoing subscription services unless expressly agreed otherwise.
11.2. Subscription services include maintenance, support and minor changes to existing digital assets of the Client.
11.3. Services that exceed the scope of ongoing support in terms of volume or nature shall be deemed project services and require a separate order and remuneration.
11.4. Subscription agreements may be concluded for a minimum term of 1, 3, 6 or 12 months.
11.5. Ordinary termination during the agreed minimum term is excluded.
12. PAYMENT TERMS
12.1. Services are generally provided on a prepayment basis.
12.2. Invoices are payable within 7 calendar days from the invoice date.
12.3. In case of payment default, the Contractor is entitled to suspend services and terminate the contract for cause.
13. LIABILITY
13.1. The Contractor shall be liable only for intent and gross negligence.
13.2. Liability for lost profits or indirect damages is excluded to the extent permitted by law.
14. DATA PROTECTION AND CONFIDENTIALITY
14.1. The parties undertake to treat all confidential information obtained during the cooperation as confidential.
14.2. The Client is responsible for the legality of transferring personal data to the Contractor.
14.3. If the Contractor processes personal data on behalf of the Client, such processing shall take place exclusively in accordance with the Client’s instructions.
14.4. If required, the parties shall conclude a separate data processing agreement in accordance with Art. 28 GDPR.
14.5. The Contractor shall not be liable for data protection violations caused by the Client’s content or instructions.
15. FINAL PROVISIONS
15.1. The law of the Federal Republic of Germany shall apply.
15.2. Place of jurisdiction shall be the Contractor’s place of business, insofar as legally permissible.
15.3. Should individual provisions of these AGB be or become invalid, the validity of the remaining provisions shall remain unaffected.