Terms and Conditions

of wob AG

Werner-Heisenberg-Straße 6a–10 · 68519 Viernheim 

(subsequently referred to as wob)

I. General Provisions

§ 1 Scope of application

(1) These terms and conditions apply to all services provided by wob to its clients.
(2) The client acknowledges these terms and conditions as binding upon issuance of an order.
(3) Deviating terms and conditions of the client are not binding for wob unless expressly acknowledged in writing, even if wob does not explicitly object to them. Employees and representatives of wob are not authorized to give oral assurances or make oral agreements that go beyond the content of the following conditions.

§ 2 Conclusion of Contract, Scope of Services

(1) wob's offers are non-binding. Illustrations and information in catalogs, brochures, online presentations, and other promotional materials become part of the contract only if they are listed in the order confirmation. (2) The contract is concluded upon wob's order confirmation, or at the latest, upon the commencement of wob's services. (3) The scope of wob's services is determined by the written order from the client, confirmed by wob. (4) If there is no written order from the client, the scope of wob's services is determined by written contact reports prepared by wob and sent to the client, unless the client, if a merchant, does not object immediately or, if not a merchant, has agreed in writing.

§ 3 Remuneration

(1) The remuneration to be paid to wob is subject to agreement in each individual case. If budget plans are agreed upon with the client, the remuneration regulations contained therein are merely guideline prices. (2) No guarantee is provided for adherence to third-party costs included in the calculation. (3) wob is entitled to increase agreed prices in case of identifiable cost increases. (4) Agreed remunerations are exclusive of applicable statutory value-added tax. (5) If wob places orders with advertising media (media orders, providers, etc.), their current prices become part of the contract.

§ 4 Due date, default on payment

(1) All services invoiced by wob (own and third-party services) are due for payment 10 days after the invoice date. (2) Cash discounts are not granted. (3) In case of late payment, wob is entitled to charge default interest at a rate of 8 percentage points above the respective base interest rate of the ECB. Further claims for damages are not excluded.

§ 5 Transfer of risk, obstacles to delivery

(1) The risk shall pass to the client as soon as the service (delivery) has been dispatched by wob. wob therefore accepts no liability for damages resulting from late delivery. (2) If the client refuses to accept the agreed services etc. without legal grounds, all changes, deterioration and loss of the service shall be at his expense. (3) War, riots, lawful labour disputes, acts of government, energy and raw material shortages, traffic and unavoidable operational disruptions and all other cases of force majeure shall release wob from the obligation to perform for the duration of the disruption and the extent of its effects; this shall also apply if these cases make the execution of the transaction uneconomical in the long term. In these cases, wob may withdraw from the contract in whole or in part after two months without the client being entitled to compensation. wob may only invoke the aforementioned impediments to performance if wob has informed the client of such impediments without delay. (4) If the impediment lasts longer than two months, the client is also entitled, after setting a reasonable grace period, to withdraw from the part of the contract that has not yet been fulfilled.

§ 6 Copyright and rights of use

(1) The services to be provided by wob shall only be available to the client for the agreed purpose. The copyright utilisation rights to these services shall only be transferred to the client insofar as this is necessary for the agreed purpose. A separate written agreement must be made for any further utilisation and a separate fee must be paid. (2) The client is not authorised to modify the source code of the software transferred to him and to resell the modified software. (3) If the exclusive right to use the services to be provided is to be transferred to the client, this shall require a special written agreement and the payment of a special fee. (4) Insofar as wob uses third party software products in the production of the software to be created for the client, the rights of use to these software products shall only be transferred to the client in the case of a licence to be agreed separately between the client and the third party. § Section 6 (1) remains unaffected by this. (5) The client is not entitled to grant sub-licences to the rights transferred to him by wob without the prior written consent of wob or to further transfer these rights. (6) A special written agreement and remuneration shall also be required in the event that designs developed within the scope of an order are adopted by the client as trademarks, registered designs, company logos or work titles (Section 5 of the German Trademark Act), company or product logos. The client shall be responsible for fulfilling the necessary formal legal requirements for any transfer of the named rights to him. (7) Rights of use and ownership of services submitted by wob within the scope of a presentation or upon delivery of partial results shall remain with wob. The same shall apply with regard to the rights of use and ownership of services that have not yet been paid in full at the end of the contractual relationship or, in the case of invoicing on a commission basis, have not yet been published. (8) Work and products to which wob is entitled in accordance with the above paragraphs, in particular data (sets), programmes, negatives, slides, print films and master data in sound and image, shall remain the property of wob.


§ 7 Guarantee

(1) Defects in performance must be notified in writing immediately - in the case of defects that can be detected by reasonable inspection - but no later than seven days after the service has been rendered. (2) In the event of justified complaints, wob shall, at its discretion, either rectify the defect free of charge or refund the price. If the rectification is again defective, the client may, at his discretion, demand a reduction in the price or cancellation of the contract.

§ 8 Liability

(1) wob shall not be liable for the admissibility under competition law or data protection law of the content of the advertising or website specified by the client. (2) The client shall be liable for the legal validity of all information provided by him, in particular regarding trademarks, registered designs, company or product names and the admissibility of the planned services under competition law. (3) wob shall be indemnified by the client against any third-party claims in connection with the above paragraphs (1) and (2). (4) Insofar as services and work, such as typesetting, printing plate, lithographic or printing work or the production of digital data carriers, are usually outsourced to third parties or outsourced with the consent of the client, wob shall only be liable for the careful selection of the third party. (5) wob shall only be liable for the full amount of damages in cases of intent and gross negligence. In addition, wob shall only be liable in the event of culpable breach of material contractual obligations and, outside of such obligations, only for intent and gross negligence on the part of ordinary vicarious agents and limited to compensation for typical foreseeable damage. (6) wob shall only be liable for the client's documents stored on its premises with the same care as in its own affairs. wob shall be entitled to destroy such documents two years after rendering the service owed and after timely notification of the client.

§ 9 Withdrawal

(1) A significant deterioration in the financial circumstances of the client, not only insignificant payment arrears and other justified doubts about the solvency of the client shall entitle wob to revoke agreed payment terms - also for future services - and to perform outstanding services only against advance payment or the provision of customary bank securities. If the client refuses to make advance payments or to provide customary bank securities, wob shall be entitled to withdraw from the contract after setting a deadline. (2) In the event that insolvency proceedings are opened against the client's assets or if the opening of insolvency proceedings is refused for lack of assets, wob shall be entitled to withdraw from the contract. (3) Upon exercising the right of cancellation, any performance obligation on the part of wob shall lapse. (4) In the event of justified cancellation, wob shall be entitled to the contractually agreed remuneration, even if not all services have yet been rendered. In the case of services not yet rendered, wob shall be entitled to deduct saved expenses. wob shall apply a flat-rate deduction of 50% from the agreed remuneration. However, the client has the right to prove a higher saving to wob. (5) Insofar as wob loses intermediary fees due to a justified cancellation, these shall be reimbursed by the client without deductions. (6) The above provisions shall also apply in the event of termination, cancellation or withdrawal by the client with regard to the order placed.§ 10 Kennzeichnung und Belege.

§ 10 Labelling and supporting documents

(1) wob shall be entitled to affix its company text or code to all work produced by it, whereby the placement and font size shall be agreed with the client. In the case of source code, coordination with the client is not necessary. (2) wob shall be entitled to 10 specimen copies of all work published in writing. In the case of an order for web design or other internet services, wob shall be entitled to place a link from wob's website to the client's project and to comment on the project or parts thereof created by wob and to present it to third parties.

§ 11 Non-assignment clause

The rights of the client arising from transactions concluded with wob are not transferable.

§ 12 Retention of title, right of retention, offsetting

(1) Contractual services owed shall remain the property of wob until the remuneration owed has been paid in full. (2) wob is also entitled to retain the documents made available to it by the client, such as data (sets), programmes, films, photos and slides, until this time. (3) Offsetting with counterclaims and the assertion of a right of retention by the client is excluded if the counterclaims have not been legally established or are undisputed.

II. Special provisions for Internet services

§ 13 Offer

wob's offers are subject to a limitation with regard to storage space and data volume for network services. In the event that the restrictions are exceeded, wob shall be entitled to demand an appropriate advance payment from the client.

§ 14 Default of payment

In the event that the client is more than four weeks in arrears with payment, wob shall be authorised to immediately block the client's Internet presence, notwithstanding the other provisions of these GTC. The client shall accept a reactivation fee of € 750.00 for the reactivation of the website.

§ 15 Technical problems, performance delays

(1) As is quite possible on the Internet, it is not always possible to access the published data on the server provided by wob. This applies in particular to general bottlenecks in the network infrastructure with which the wob Interactive server has nothing to do. wob is not responsible for such failures. (2) wob shall not be responsible for delays in performance due to the failure of communication networks. This also applies to bindingly agreed deadlines.

§ 16 Obligations of the client

(1) The client may not violate legal prohibitions or morality with the form, content and purpose of its Internet presence; in particular, it must observe the provisions of the law against unfair competition. The client shall ensure that no discriminatory, racist, violence-glorifying, pornographic or left-wing or right-wing extremist content is disseminated via the services provided by wob and that no reference is made to such content via a link. Otherwise, wob is authorised to refuse or delete the inclusion of the Internet pages. wob hereby assumes no obligation to check. In the event of a breach of the above provisions, the client shall be liable. (2) The sending of mass e-mails or mass postings in news groups via the services provided by wob is prohibited. (3) Violations of the circumstances listed in paragraphs (1) and (2) above shall be punished with a contractual penalty of €5,000.00 per violation, payable to wob. (4) The client must ensure that any HTML forms, CGI and Java programmes supplied by the client do not pose any security risks on wob's servers and that wob's computer capacities are not overloaded or blocked by faulty programming. All financial consequences of failures attributable to this shall be reimbursed to wob by the client.

§ 17 Reproduction on the Internet

wob accepts no liability for the correct reproduction of the client's Internet pages, unless wob is guilty of intent or gross negligence.

§ 18 Domain

(1) wob does not guarantee that domain names ordered can be made available and within what period of time. (2) The client undertakes to comply with the official allocation guidelines of the respective registry and not to infringe the rights of third parties. The client must check that the desired domain name does not infringe any third-party labelling or naming rights. In the event that claims are made against wob by third parties due to the infringement of such rights, the client undertakes to indemnify wob. Likewise, wob reserves the right to block the domain in question.

§ 19 Other provisions with regard to Internet services

(1) If the client requests entries in the Internet search programmes and business directories, the relevant data shall not be deemed confidential and may be freely published by wob on the Internet and thus made accessible to third parties. Inclusion in Internet search programmes and business directories cannot be guaranteed by wob. (2) The client shall indemnify wob against all third-party claims with regard to the data provided. (3) Insofar as data is transmitted to wob - in whatever form - the client shall make backup copies. The servers of wob shall be backed up regularly. In the event of data loss, the client shall be obliged to transmit the data concerned to wob again free of charge.

III. Concluding provisions

§ 20 Place of fulfilment and jurisdiction

If the client is a registered trader within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the registered office of wob. In this case, the registered office of wob shall also be the place of fulfilment. wob shall, however, also be entitled to bring an action at the principal place of business of the client.

§ 21 Other provisions

(1) Should individual provisions of these GTC be invalid, the invalid provisions shall be replaced by a provision that comes closest to the intended economic purpose. (2) The law of the Federal Republic of Germany shall apply. However, the application of the Vienna UN Convention on Contracts for the International Sale of Goods (CISG or "UN Sales Convention") of 11 April 1980 is excluded. (3) wob shall be entitled to store the data about the client of which it becomes aware in an electronic data processing system and to utilise it for its business interests.