General Terms and Conditions (GTC) for Collaboration with Internetwarriors GmbH

Read the General Terms and Conditions here. These apply to the cooperation between the customer and the online marketing agency internetwarriors GmbH.

1. Cooperation with internetwarriors

1.1
The parties work together in trust and promptly inform each other in cases of deviations from the agreed procedure or doubts about the correctness of the other's approach.

1.2
If the customer realizes that their own information and requirements are incorrect, incomplete, unclear, or impractical, they must inform internetwarriors GmbH and disclose the consequences they can foresee without delay.

1.3
The contractual parties designate contacts and their deputies, who are responsible and competent in managing the execution of the contract for the contractual party that appointed them.

1.4
Changes in the people appointed must be communicated to the respective parties immediately. Until such notification is received, the previously appointed contacts and/or their deputies are considered authorized to make and receive statements within the scope of their previous authority.

1.5
The contacts agree at regular intervals on the progress and obstacles in the execution of the contract in order to be able to intervene in the execution of the contract if necessary.

1.6
internetwarriors GmbH will create a protocol of the information exchange between the contacts. The protocol should be sent to the customer. If there are opposing views, the customer has the right to have their opinion included in the protocol. This right must be exercised no later than one week after receiving the protocol.

2. Customer's Duty to Cooperate

2.1
The customer supports internetwarriors GmbH in fulfilling their contractually owed services. This includes, in particular, providing information, data, hardware, and software on time, to the extent that the customer's cooperation is necessary. The customer will instruct internetwarriors GmbH extensively regarding the services to be provided by internetwarriors GmbH.

2.2
The customer provides the required number of qualified employees for the fulfillment of the contract.

2.3
If the customer has agreed to provide internetwarriors GmbH with materials (image, sound, text) as part of the contract execution, the customer must make them available to internetwarriors GmbH without delay and in a common, immediately usable, preferably digital format. If conversion of the materials provided by the customer into another format is necessary, the customer bears the costs incurred. The customer ensures that internetwarriors GmbH receives the rights required for the use of these materials.

2.4
The customer bears the cost of their cooperation actions.

3. Involvement of Third Parties

For third parties who act on behalf of or with the consent of the customer in the area of activity of internetwarriors GmbH, the customer is responsible as if they were the customer's own auxiliary persons. internetwarriors GmbH is not liable to the customer if internetwarriors GmbH cannot fulfill its obligations to the customer fully or on time due to the actions of the aforementioned third parties.

4. Deadlines

4.1
Service provision deadlines may only be confirmed on behalf of internetwarriors GmbH by the contact person.

4.2
The contractual parties will preferably determine deadlines in writing. Deadlines, for which failure to adhere results in one of the contractual parties being in default without notice in accordance with § 286 Paragraph 2 of the German Civil Code (binding deadlines), must always be set in writing.

4.3
Service delays due to force majeure (e.g., strike, lockout, official directives, general disruptions of telecommunications, etc.) and circumstances within the customer's responsibility (e.g., failure to provide cooperation on time, delays due to third parties accountable to the customer, etc.) are not the fault of internetwarriors GmbH and entitle internetwarriors GmbH to postpone the provision of the affected services for the duration of the hindrance plus an appropriate start-up period. internetwarriors GmbH will notify the customer of service delays due to force majeure.

5. Service Changes

5.1
If the customer wishes to change the scope of services to be provided by internetwarriors GmbH as contractually determined, they will express this change request in writing to internetwarriors GmbH. The further procedure follows the regulations below. For requests for changes that can be checked quickly and are expected to be implemented within 8 working hours, internetwarriors GmbH may waive the procedure according to paragraphs 2 to 5.

5.2
internetwarriors GmbH examines the effects the desired change will have, particularly with regard to remuneration, additional expenses, and deadlines. If internetwarriors GmbH recognizes that services to be provided cannot be fulfilled or can only be delayed as a result of the examination, internetwarriors GmbH will inform the customer of this and point out that the change request can only continue to be examined if the affected services are initially postponed for an indefinite period. If the customer agrees to this postponement, internetwarriors GmbH will conduct the examination of the change request. The customer is entitled to withdraw their change request at any time; in such a case, the initiated change procedure comes to an end.

5.3
After examining the change request, internetwarriors GmbH will explain to the customer the effects of the change request on the agreements made. The explanation includes either a detailed proposal for implementing the change request or information on why the change request is not feasible.

5.4
The contractual parties will immediately coordinate on the contents of a proposal for implementing the change request and add the result of a successful coordination to the text of the agreement to which the change refers as an amendment agreement.

5.5
If an agreement is not reached or the change procedure is terminated for another reason, the original scope of services remains. The same applies if the customer does not agree to a postponement of the services for further execution of the examination according to paragraph 2.

5.6
The deadlines affected by the change procedure are adjusted, considering the duration of the examination, the duration of the coordination of the change proposal, and, if necessary, the duration of the change requests to be implemented, plus a reasonable start-up period. internetwarriors GmbH will inform the customer about the new deadlines.

5.7
The customer bears the expenses incurred by the change request. These include, particularly, the examination of the change request, the creation of a change proposal, and any downtime. The expenses are calculated based on the daily rates agreed between the parties or, otherwise, according to the usual remuneration of internetwarriors GmbH.

5.8
internetwarriors GmbH is entitled to change or deviate from the services to be provided according to the contract if the change or deviation is reasonable for the customer, considering the interests of internetwarriors GmbH.

6. Remuneration

6.1
The customer covers all expenses such as travel and accommodation costs, expenses, and fees for third parties incurred during the contract execution upon proof. Travel costs are only reimbursed if the travel distance from internetwarriors GmbH's location exceeds 50 km. Pure travel time is not remunerated. internetwarriors GmbH may charge a handling fee of 10% for processing orders with third parties, the cost of which is billed directly to the customer.

6.2
The remuneration of internetwarriors GmbH is generally based on time spent, billed monthly. The remuneration rates of internetwarriors GmbH valid at the time are decisive for the remuneration of the time spent, unless agreed otherwise. internetwarriors GmbH is entitled to change or supplement the remuneration rates underlying the agreements at its reasonable discretion (Section 315 BGB). Cost estimates or budget plans prepared by internetwarriors GmbH are non-binding.

6.3
If the parties have not agreed on remuneration for a service provided by internetwarriors GmbH, and the customer could only expect remuneration given the circumstances, the customer must pay the usual remuneration for this service. In cases of doubt, the remuneration rates demanded by internetwarriors GmbH for their services are deemed usual.

6.4
All contractually agreed remunerations are understood to be subject to the statutory value-added tax.

7. Rights

7.1
internetwarriors GmbH grants the customer a simple, spatially and temporally unrestricted right to use the services provided in accordance with the contract. If software is the object of the services, §§ 69 d and e UrhG apply.

7.2
Further use than described in paragraph 1 is not allowed. In particular, the customer is prohibited from granting sublicenses and duplicating, renting, or otherwise exploiting the services.

7.3
Until full payment of the remuneration, the customer is only allowed to use the services provided revocably. internetwarriors GmbH may revoke the use of such services for which the customer is in payment arrears for the duration of the arrears.

8. Infringements of Protective Rights

8.1
internetwarriors GmbH will indemnify the customer from all third-party claims arising from infringements of protective rights (patents, licenses, and other protective rights) at their own cost. The customer must inform internetwarriors GmbH without delay of any third-party claims. If the customer does not promptly notify the agency of the asserted claims, the indemnification claim expires.

8.2
In the event of protective rights infringements, internetwarriors GmbH may—without prejudice to any compensation claims of the customer—make changes at their own expense concerning the affected service after prior consultation with the customer, ensuring that a protective rights infringement no longer exists while safeguarding customer interests or acquire the necessary usage rights for the customer.

9. Rescission

The customer may only rescind due to a breach of obligation not related to the defect of the purchase item or work if internetwarriors GmbH is responsible for this breach of obligation.

10. Liability

10.1
internetwarriors GmbH is liable for intent and gross negligence. For slight negligence, internetwarriors GmbH is only liable for the breach of an essential contractual obligation (cardinal obligation) as well as for damages arising from injury to life, body, or health.

10.2
In cases of slight negligence, liability is limited to foreseeable damage typical for such scenarios.

10.3
internetwarriors GmbH is not liable for the loss of data and/or programs to the extent that the damage is due to the customer failing to perform data backups and thus ensuring that lost data can be recovered with reasonable effort.

10.4
The above provisions also apply to the benefit of the vicarious agents of internetwarriors GmbH.

11. Non-compete Clause

The customer agrees not to poach or hire any employees of internetwarriors GmbH without their consent during the collaboration of the parties and for a period of one year thereafter. For each case of culpable infringement, the customer agrees to pay a contract penalty to be determined by internetwarriors GmbH, which may be reviewed by the competent court in case of dispute.

12. Confidentiality, Press Release

12.1
Documents, knowledge, and experiences shared with the other party shall be used exclusively for the purposes of this contract and shall not be accessible to third parties unless they are intended to be accessible to third parties according to their purpose or are already known to the third party. Third parties do not include auxiliary persons such as freelancers, subcontractors, etc., involved in fulfilling the contract.

12.2
Further, the contracting parties agree to maintain confidentiality regarding the contents of this contract and the insights gained during its execution.

12.3
The confidentiality obligation extends beyond the termination of the contractual relationship.

12.4
If requested, the contractual party must return documents such as strategy papers, briefing documents, etc., handed over by the other party after the termination of the contractual relationship, provided that the other party cannot assert a legitimate interest in retaining these documents.

12.5
Press releases, information, etc., in which one contractual party refers to the other are only permitted after prior written agreement, which can also be via email.

13. Mediation

13.1
The parties will initially seek a solution to any disagreements arising from or related to this contractual relationship through thorough discussion between the contacts involved.

13.2
Disagreements that cannot be resolved by the parties should be settled through a mediation process. If a party rejects the mediation process, they can pursue the ordinary legal process if they have informed the other party in writing beforehand.

13.3
To conduct mediation, the parties will contact the mediation office of the German Multimedia Association e.V., Kaistrasse 14, in 40221 Düsseldorf, aiming to settle the disagreement as per its mediation rules, either wholly or partially, temporarily or finally.

13.4
To enable mediation, the parties mutually waive the plea of limitation for all claims arising from the contentious factual situation from the mediation application until one month after the end of the mediation process. The waiver results in the suspension of the statute of limitations.

13.5
The deadlines affected by the mediation process, including the prior discussion between the contacts, are adjusted, considering the duration of the mediation and, if necessary, the duration of implementing the mediation outcomes plus a reasonable start-up period.

14. Miscellaneous

14.1
The assignment of claims is only permitted with the prior written consent of the other contractual party. The consent may not be unreasonably withheld. The provision of § 354 a HGB remains unaffected by this.

14.2
A right of retention can only be asserted due to counterclaims from the respective contractual relationship.

14.3
The contractual parties may only offset counterclaims that are legally established or undisputed.

14.4
internetwarriors GmbH may name the customer as a reference customer on its website or in other media. internetwarriors GmbH may publicly reproduce or refer to the services provided for demonstration purposes unless the customer can assert a legitimate contrary interest.

15. Final Provisions

15.1
All changes and additions to contractual agreements must be documented in writing for verification purposes. Terminations must be made in writing. Communications that must be made in writing can also be made via email.

15.2
The customer's general terms and conditions do not become part of the contract.

15.3
The law of the Federal Republic of Germany applies, excluding international private law and the UN Sales Convention.

15.4
The exclusive place of jurisdiction for all legal disputes arising from or in connection with this contract is the location of internetwarriors GmbH.