General Terms and Conditions eightreasons
Status: December 15, 2022
1. scope
1.1 The services offered by 8reasons Digital GmbH & Co. KG (8reasons) are directed at companies and legal entities. A contractual partner who makes use of such services (Customer) declares that he is not a consumer (§ 13 BGB).
1.2 These General Terms and Conditions apply exclusively to all contracts between 8reasons and Customer. 8reasons expressly objects to the validity of any terms and conditions of the customer. Regulations deviating from these General Terms and Conditions shall only apply if they are included in the offer of 8reasons (clause 2.1) or 8reasons expressly agrees to them.
1.3 These General Terms and Conditions shall also apply to further services and further orders without a renewed express agreement with the customer.
1.4 Special agreements contained in an offer of 8reasons or otherwise expressly made shall take precedence over these General Terms and Conditions; otherwise, these General Terms and Conditions shall apply.
2. placing of the order; extensions of the order
2.1 The contract (order) between the Customer and 8reasons for the services listed in the offer of 8reasons is concluded when the Customer accepts the offer in writing.
2.2 If 8reasons has not set another acceptance period, an offer can be accepted by 8reaosns within 14 days.
2.3 A contract for further services provided by 8reasons within the scope of an existing order at Customer's instigation (extension of the order) shall be concluded if
(i) the customer accepts a new, extended offer in writing or
(ii) 8reasons confirms a requested service or
(iii) 8reasons commences with the performance of a requested service.
2.4 The offer of 8reasons represents, subject to an extension of the order (clause 2.3), the complete agreement of the parties on the subject matter of the order. Earlier agreements regarding the subject matter of the order shall lose their validity upon acceptance of the offer.
2.5 8reasons shall endeavor to enable a desired extension of the order within the scope of its personnel and time resources, but is not obligated to do so. 8reasons will immediately communicate the possible rejection and, if necessary, submit an alternative offer.
3. execution of orders
3.1 8reasons shall perform the agreed services in its own name. Even if services listed in the offer are not expressly designated as services of third parties, 8reasons is entitled to perform a service at its own discretion using freelancers or to commission them from third parties or to procure material and/or services from third parties. 8reasons will carefully select such third parties taking into account the required expertise and/or quality of the services. The commissioning of third parties does not require notification to Customer or approval by Customer. 8reasons concludes contracts with third parties in its own name, unless it has been expressly agreed that the contract shall be concluded between the third party and Customer itself.
3.2 If it is agreed in the order with which third parties a service is to be commissioned or services are to be procured, this shall be binding for 8reasons.
3.3 8reasons shall in any case vouch to Customer for the contractual conformity of its services. Insofar as 8reasons commissions third party services or purchases materials from third parties, 8reasons shall procure all rights to the work results or materials for the Customer to the extent necessary for the Customer's use in accordance with the contract.
3.4 8reasons is free to choose the place where it provides its services. 8reasons is not obligated to work on site at Customer's premises or otherwise at a location requested by Customer. This also applies to the employees of 8reasons, including freelancers and other third parties, which 8reasons commissions with services according to this contract.
4. cooperation obligations of the customer
4.1 Customer is obligated to perform all acts of cooperation required for the provision of services by 8reasons in a timely manner so that 8reasons can provide its services in accordance with the contract.
4.2 Customer is in particular obliged to provide all required information and own materials completely, up-to-date and in a form that can be processed by 8reasons. If 8reasons, at its due discretion, makes specifications for the transmission channels, file formats or quality of digital content, these are to be observed.
4.3 If incomplete, incorrect, inappropriate or delayed information or materials lead to a delay in the execution of the order, this shall be at Customer's expense. 8reasons is entitled to charge the necessary additional expenses resulting from this. If the affected service is to be remunerated according to time according to the offer, the hourly or daily rate agreed for the service is decisive, otherwise an hourly rate of EUR 105,- net or a daily rate of EUR 840,- net.
5. inspection and complaint obligations of the customer
5.1 If 8reasons submits a draft to the Customer, the Customer is obligated to review it within one week and declare in writing whether it approves the draft or requests the removal of defects.
5.2 If the customer does not make any comments in writing within the aforementioned period, this shall be deemed to be approval of the design. Additional expenses resulting from a later notice of defects shall be borne by the customer; Clause 4.3, Sentence 2 (Calculation of additional expenses) shall apply accordingly.
5.3 Clause 5.2 shall not apply to defects which were not recognizable during a reasonable inspection.
6. modification of the order
6.1 If, after the order has been placed (Section 2.1), the customer notifies us of changes to the information or materials provided by him or of other requests for changes, Section 4.3, Sentence 2 (Calculation of Additional Expenses) shall apply accordingly.
6.2 The requested modification of the order (clause 6.1) shall constitute a requested extension of the order (clause 2.3); clause 2.5 shall therefore apply accordingly.
6.3 A justified complaint of a defect because a design or work result does not have the contractually agreed quality is not a change request within the meaning of this Clause 6.
7. dates
7.1 Dates promised by 8reasosns are non-binding; 8reasons will make every effort to meet the promised dates within the scope of its personnel and time resources. Any delays will be communicated by 8reasons as soon as they are foreseeable.
7.2 Clause 7.1 shall not apply to meeting dates agreed in writing and dates expressly agreed in writing as binding or as material in the sense of a relative fixed date transaction (Section 323 (2) No. 2 BGB).
8. supplementary regulations for contracts for work and services
8.1 If 8reasons is obligated according to the offer to deliver a specific work result (contract for work and services pursuant to § 631 BGB), the provisions of this clause 8 shall apply in addition. A specific work result is owed if 8reasons
(i) shall create a concept ("Discover" and "Define") based on information from the customer and possible own research on the expectations of stakeholders and intended users of a product (e.g. software application, web application, website, app, online store);
(ii) to implement such concept and/or Customer's specifications (in particular regarding Corporate Design) in a Product ("Design" and "Deliver");
(iii) develop a user interface design and/or create elements of a user interface design such as icons and graphics;
(iv) develop a design system (templates for components such as buttons, input fields, product tiles, tables and a style guide that enable the customer itself to design the user interfaces of its digital products and platforms in a uniform look and feel); or
(v) should provide comparable concrete work results.
8.2 The work results of 8reasons are generally protected as personal intellectual creations by ancillary copyrights (related rights) under the Copyright Act. 8reasons grants the Customer the rights of use to the work results which are necessary for their contractual use by the Customer, unless an express agreement has been made regarding the granting or transfer of rights.
8.3 The following items are not part of the services of 8reasons, unless such service components have been expressly agreed upon:
- Programming services (e.g. frontend or backend development), also not regarding user interfaces with HTML, CSS or other languages;
- Examination of the legal admissibility of the use of the work results by the customer (in particular with regard to competition law, youth protection law, criminal law), in particular of the information and materials originating from the customer;
- Clarification of the rights to the information and materials originating from the customer;
- Clarification of personality rights, especially in the case of the depiction of recognizable persons in photographs or audiovisual content;
- Examination of the protectability or usability of the work results, in particular with regard to trademarks and company logos.
8.4 When creating a website, 8reasons does not guarantee the proper fulfillment of the legal obligations incumbent upon Customer (e.g. legal information obligations such as imprint, privacy policy; legally compliant design of a webshop or other services or information offers, including data protection requirements). Customer is solely responsible for the fulfillment of its legal obligations. This also applies if 8reasons makes design suggestions or text proposals in this respect.
8.5 Acceptance
8.5.1 The customer is obliged to accept a work result in writing within one week.
8.5.2 If the Customer does not make any comments within the aforementioned period or does not assert concretely named defects in writing, this shall be deemed to be acceptance.
8.5.3 Acceptance may not be refused due to insignificant defects.
8.5.4 If no specific characteristics of the work result were agreed in the order or if only materials originating from Customer were to be used or Customer's specifications were to be implemented, 8reasons has freedom of design. Acceptance cannot be refused for artistic and aesthetic reasons if 8reasons had freedom of design and has performed its service within the scope of the freedom of design with the usual expertise and care.
9. supplementary regulations for other services
9.1 Other services for which 8reasons is not obligated to deliver a specific work result (service contract, § 611 BGB) do not require acceptance.
9.2 The remuneration shall be calculated on the basis of time spent at the hourly rate or daily rate agreed for the service and shall be due after the service has been rendered, unless otherwise agreed.
10. force majeure
10.1 Force majeure is an external event caused by elementary forces of nature or by the actions of third parties, which is unforeseeable according to human insight and experience, cannot be prevented or rendered harmless by economically acceptable means, even by the utmost care reasonably to be expected in the circumstances, and which is also not to be accepted by the business owner due to its frequency. Force majeure may exist in particular in the event of epidemics, war, civil unrest, terrorism, sabotage, natural disasters such as earthquakes and floods, epidemics, industrial action by third parties, traffic accidents, failure of power or telecommunications networks or similar significant operational disruptions, embargoes, sanctions or other statutory or official orders.
10.2 If, due to force majeure, one party is temporarily unable to provide the services or is only able to do so with unreasonable difficulty (impediment to performance), the obligations of both parties shall be suspended. This suspension shall apply until the impediment to performance ceases to exist; subsequently, the affected performance shall be made up for within a reasonable period of time, at the latest within 14 days.
10.3 The party affected by force majeure shall notify the other party of the impediment to performance and its expected duration as soon as practically possible.
10.4 If the impediment to performance lasts longer than one month or if it is predominantly likely that the impediment to performance will last longer than one month, both parties shall be entitled to terminate the contract with immediate effect without notice.
10.5 If 8reasons has already provided a partial service, 8reasons may demand a portion of the remuneration agreed for the relevant service which corresponds to the value of the partial service. If part of the services of 8reasons is the granting or transfer of intellectual property rights (in particular copyrights and ancillary copyrights), the Customer shall also receive these rights to the contractually agreed extent (clause 8.2) with respect to the partial services already rendered.
10.6 Sections 10.2 through 10.5 shall apply accordingly if the impediment to performance is due to the Covid 19 pandemic.
11. rights of use
11.1 8reasons grants Customer the rights of use required for the respective purpose. Unless otherwise expressly agreed, temporally unlimited, worldwide and exclusive rights to exploit the work results in all media are granted.
11.2 Section 3.4 shall apply to the rights to services and materials of third parties, unless 8reasons had pointed out limitations of the rights in the offer.
11.3 Insofar as the use of the Work Results may give rise to remuneration claims by third parties, in particular by collecting societies (e.g. GEMA in the case of the use of music contained in the Work Results), this shall not constitute a breach of the obligation to provide comprehensive rights of use (Section 3.4). In this respect, Customer itself shall be responsible for obtaining and remunerating the necessary rights of use. 8reasons is obligated to notify Customer of any such obligation to remunerate.
11.4 8reasons shall be named in an appropriate form when used. © notices in photographs or in the imprint of a website or app may not be removed. When 8reasons is mentioned in the imprint of a website or app, the mention must link to the website of 8reasons.
11.5 The rights of use shall not pass to the Customer until the remuneration agreed for the work result in question has been paid in full.
12. remuneration and accounting
12.1 All amounts stated in offers are net plus VAT.
12.2 The following shall apply to services requiring acceptance (clause 8):
12.2.1 If an advance payment has been agreed in the order for individual services, such advance payment shall become due upon placement of the order.
12.2.2 The remuneration or the remaining remuneration for a service shall become due upon acceptance. If the work results are accepted in parts, a partial remuneration agreed in the order shall be due in each case upon such partial acceptance.
12.2.3 After completion of the order, 8reasons will issue a final invoice.
12.3 Section 9.2 shall apply to other services. Invoices shall be issued at the end of each month, unless otherwise agreed.
12.4 Travel costs and expenses for the procurement of services and materials of third parties to which 8reasons has committed itself in the order shall be invoiced in the amount actually incurred, unless the procurement of such services and materials of third parties is expressly part of a service for which a lump sum remuneration is stated in the offer. For travel time 50% of the agreed hourly rate will be charged.
12.5 The term of payment shall be 14 days after receipt of the invoice. Customer shall be in default, without the need for a reminder, no later than 30 days after the due date and receipt of the invoice. In case of default of payment 8reasons may charge default interest at the statutory rate as well as the statutory default fee. The assertion of a higher damage as well as the termination for good cause remain reserved.
12.6 Offsetting by the customer shall only be permissible with recognized or legally established counterclaims as well as counterclaims based on defects; the same shall apply to the assertion of a right of retention.
13. insurance and indemnification
13.1 8reasons assures to be the author of its work results or to hold all rights for the contractual use of the work results by Customer and not to infringe any copyrights or ancillary copyrights of third parties by providing them to Customer.
13.2 8reasons indemnifies Customer against third party claims and damages, including the reasonable costs of legal prosecution and legal defense, if 8reasons violates the insurances from clause 13.1.
13.3 For its part, Customer assures that it is entitled to transfer the information and materials provided to 8reasons and that no rights of third parties conflict with this and that all possibly required consents have been obtained and documented. This shall not apply if 8reasons had expressly undertaken in writing to clarify rights or obtain consents.
13.4 Customer shall indemnify 8reasons against all claims of third parties for the infringement of its rights and damages arising therefrom, including the reasonable costs of legal prosecution and legal defense, if Customer violates the insurances from clause 13.3.
14 Liability and warranty
14.1 8reasons shall be liable without limitation for intent and gross negligence. Liability for culpable injury to life, body or health or under the Product Liability Act is also always unlimited.
14.2 8reasons shall otherwise only be liable for simple negligence if essential contractual obligations (so-called cardinal obligations, i.e. contractual obligations the fulfillment of which makes the proper execution of the contract possible in the first place and on the fulfillment of which the contractual partner regularly relies and may rely) are breached and limited to the foreseeable damage typical of the contract. Liability for indirect damages, consequential harm caused by a defect, loss of profit as well as compensation for futile expenses is excluded in the case of simple negligence.
14.3 Insofar as the liability of 8reasons is excluded or limited in accordance with the above conditions, this shall also apply to the personal liability of the employees, representatives and vicarious agents of 8reasons.
15. final provisions
15.1 If a written declaration is required in these General Terms and Conditions, transmission by fax or an e-mail shall be sufficient.
15.2 The exclusive place of jurisdiction is the registered office of 8reasons, provided that Customer is a merchant, a legal entity under public law or a special fund under public law or does not have a general place of jurisdiction in Germany or Customer has relocated its place of residence/business or habitual abode outside Germany after conclusion of the contract or Customer's place of residence/business or habitual abode is unknown at the time of filing an action. However, 8reasons is entitled to sue at another place of jurisdiction of Customer.
15.3 The law of the Federal Republic of Germany shall apply.
15.4 The Customer is only entitled to assign claims against 8reasons to third parties with the written consent of 8reasons.
15.5 Should any provision of these General Terms and Conditions be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The parties undertake to apply another appropriate provision by way of contract adjustment which takes into account the interests of both parties and comes as close as possible to what the parties to the contract would have wanted if they had been aware of the invalidity of the provision.
