General Terms and Conditions – GTC

§ 1 Scope of application

(1) These GTC apply to all deliveries and services (hereinafter also referred to as work results) provided by wob (hereinafter also referred to as the Agency) to its clients (hereinafter also referred to as the Client).

(2) By placing an order, the client accepts these GTC as binding.

(3) These General Terms and Conditions apply exclusively. Any deviating, conflicting, or supplementary general terms and conditions of the client shall only become part of the contract if wob has expressly agreed to their validity in text form (e.g., email). This requirement of consent applies without restriction, for example, even if the client refers to its general terms and conditions in the order confirmation and wob does not expressly object to this.

The provisions of the contracting parties that deviate from these General Terms and Conditions and are regulated in writing in the order or in other agreements or arrangements shall take precedence over the General Terms and Conditions.

The GTC shall also apply to all future orders placed by the client with wob following the first inclusion of these GTC, even if the validity of the GTC is not expressly referred to again in these follow-up orders.

§ 2 Conclusion of contract, scope of services

(1) Offers made by wob are valid for 4 weeks from receipt by the client. After this period has expired, wob is no longer bound by the offer. Illustrations and information in communication material, online presentations, websites, and other digital or analog marketing material only become part of the contract if they are listed in the order confirmation.

(2) The contract shall come into effect upon order confirmation by wob, or, at the latest, upon performance of the services.

(3) The scope of services provided by wob is determined by the order placed in writing by the client and confirmed by wob.

(4) If the client does not place an order in writing, the scope of services owed by wob shall be determined by the written contact reports prepared by wob and sent to the client, provided that these have not been immediately rejected by the client (if the client is a merchant) or agreed to in writing (if the client is not a merchant).

§ 3 Remuneration

(1) The remuneration payable to wob is subject to agreement in each individual case. Where budget plans have been agreed with the client, the remuneration provisions contained therein are only indicative.

(2) No guarantee can be given that any external costs included in the calculation will be met, due to the involvement of third parties.

(3) wob is entitled to increase the agreed prices in the event of verifiable cost increases.

(4) The agreed remuneration is subject to applicable statutory VAT.  

(5) Insofar as wob places orders with advertising media (media orders, providers, etc.), their respective valid prices shall become part of the contract.

§ 4 Due date, default of payment (Fälligkeit, Zahlungsverzug)

(1) All services invoiced by wob (including third-party services) are due 10 days after invoicing.

(2) Discounts are excluded.

(3) In the event of late payment, wob is entitled to charge interest at a rate of eight percentage points above the ECB's respective base rate. Further claims for damages are not excluded.

§ 5 Risk transfer, delivery obstacles (Gefahrtragung, Lieferhindernisse)

(1) The risk shall pass to the Client as soon as the service has been dispatched by wob. wob therefore accepts no liability for damage resulting from delayed delivery.

(2) If the Client refuses to accept the agreed services without legal grounds, they shall be liable for any changes, deterioration or loss of the service.

(3) In the event of war, riots, lawful industrial action, acts of God, energy and raw material shortages, traffic and unavoidable operational disruptions, or any other case of force majeure, wob shall be released from its obligation to perform for the duration of the disruption and to the extent that its effects are felt. This shall also apply if these cases render the execution of the transaction permanently uneconomical. In such cases, wob may withdraw from the contract in whole (Rücktritt) or in part (Teilrücktritt) after two months, without the Client being entitled to claim damages, provided that wob has immediately notified the Client of the aforementioned impediments to performance.

(4) If the impediment lasts longer than two months, the Client may also withdraw from the contract with regard to the part not yet fulfilled after setting a reasonable grace period.

§ 6 Copyright and rights of use (Urheber- und Nutzungsrechte)

(1) The services provided by wob are only available to the client for the agreed purpose. Any copyright usage rights that arise during the provision of services shall only be transferred to the client to the extent necessary for the agreed purpose. Any further use requires a separate written agreement, for which an additional fee is payable.

(2) Without wob’s consent, the Client is not entitled to modify the source code of the transferred software or to resell the modified software.

(3) If the exclusive right to use the services is to be transferred to the client, this requires a special written agreement and the payment of an additional fee.

(4) If wob uses third-party software products to create software for the Client, the Client will only be granted rights of use to these products if a licence agreement is reached separately between the Client and the third parties. Section 6(1) remains unaffected by this.

(5) The client is not entitled to grant sublicences or transfer these rights without the prior written consent of wob.

(6) A special written agreement and remuneration shall also be required if designs created within the scope of an order are adopted by the Client as trademarks, registered designs, company logos, work titles (as defined in § 5 of the Trademark Act) or company or product logos. The Client is responsible for fulfilling the necessary formal legal requirements for any transfer of the aforementioned rights.

(7) The rights of use and ownership of services presented by wob as part of a presentation or upon delivery of partial results shall remain with wob. The same applies to rights of use and ownership of services that have not been fully paid for upon termination of the contractual relationship, or that have not been published in the case of commission-based billing.

(8) Any work or products to which wob is entitled under the above paragraphs, particularly data sets, programs and master data in sound and image, shall remain the property of wob.

(9) When creating work results, the agency will use AI-supported software solutions in consultation with the Client. The parties agree that services generated by such systems may not be subject to copyright or ancillary copyright protection. The agency grants the Client rights of use to the extent that it itself receives rights of use to the services generated in this way. The Client acknowledges and agrees that providers of AI-supported software solutions may grant themselves simple rights of use to the generated services. The Client is solely responsible for assessing whether the work results produced in this way are suitable for the intended contractual use. The agency will provide the Client with appropriate support in this regard. The agency undertakes not to use identical services in other Client relationships.

§ 7 Warranty (Gewährleistung)

(1) Any defects in performance must be reported in writing immediately, if they can be detected by reasonable inspection, but no later than seven days after the service has been provided.

(2) In the event of justified complaints, wob shall, at its discretion, either carry out rectification free of charge or refund the price. If the rectification is defective again, the Client may demand a reduction in price or rescission of the contract at their discretion.

§ 8 Liability (Haftung)

(1) wob shall not be liable for compliance with competition 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 them, particularly with regard to trademarks, designs, company or product names, and the legality of the planned services under competition law.

(3) The Client shall indemnify wob against any claims by third parties in connection with paragraphs (1) and (2) above.

(4) Where services such as programming, data processing, AI-supported content creation, printing or digital media production are usually outsourced to third parties, or where the Client consents to such outsourcing, wob shall only be liable for carefully selecting the third party.

(5) wob shall only be liable without limitation in cases of intent or gross negligence. In cases of simple negligence, wob shall only be liable for breach of contractual obligations that are essential for the proper execution of the contract and on whose fulfilment the Client can regularly rely (so-called cardinal obligations). In these cases, liability is limited to foreseeable, typical contractual damages. Outside of the aforementioned cases, wob shall only be liable for vicarious agents in cases of intentional or gross negligence.

(6) wob shall owe the same duty of care to documents belonging to the Client and stored at its premises as it owes to its own affairs. wob shall be entitled to destroy such documents one year after providing the agreed service and after notifying the Client in good time.

(7) The Agency points out that, due to the current legal uncertainties surrounding the use of content generated by artificial intelligence, no definitive legal assessment can be provided. Against this background, the Agency cannot guarantee that the AI-generated services provided under this contract can be used without restriction in a legally permissible manner.

In particular, the Agency accepts no liability for granting or the existence of rights to use such content, nor for its compatibility with competition law, personal rights or other intellectual property provisions. The Agency's liability in this respect is expressly excluded, taking into account the other contractually agreed restrictions.

§ 10 Withdrawal (Rücktritt)

(1) In the event of a significant deterioration in the Client's financial circumstances, significant payment arrears or other justified doubts regarding the Client's solvency, wob shall be entitled to revoke agreed payment terms, including those relating to future services, and to provide any outstanding services only upon receipt of advance payment or standard bank guarantees. If the Client refuses to make advance payments or provide customary bank guarantees, wob shall be entitled to withdraw from the Contract after setting a deadline.

(2) wob shall be entitled to withdraw from the contract in the event of the opening of insolvency proceedings against the Client's assets, or if the opening of insolvency proceedings is rejected due to lack of assets.

(3) Upon exercising its right of withdrawal, wob shall be released from any obligation to perform.

(4) If wob withdraws for justified reasons, it shall be entitled to remuneration for the services rendered up to the time of withdrawal and to compensation for the costs incurred as a result of the withdrawal.

(5) If wob loses commission fees as a result of justified withdrawal, the client shall reimburse these without deduction.

(6) The above provisions also apply if the client terminates, cancels or withdraws from the order.  

§ 11 Labelling and receipts

(1) wob is entitled to affix its company text or code to all work created by wob, provided that the placement and font size have been agreed with the client. In the case of source code, consultation with the client is not necessary.

(2) wob is entitled to three specimen copies of all published written work. In the case of an order for web design or other internet services, wob is entitled to place a link from its website to the client's project, and to comment on and present the project, or parts thereof, that it has created to third parties.

§ 12 Prohibition of assignment (Abtretungsverbot)

The client's rights arising from transactions with wob are non-transferable.

§ 13 Retention of title, right of retention and set-off (Eigentumsvorbehalt, Zurückbehaltungsrecht, Aufrechnung)

(1) Until the full remuneration owed has been paid, the contractual services remain the property of wob.

(2) wob is also entitled to retain any documents provided by the client, including data sets, programs and media in general, until full payment has been made.

(3) The Client is not entitled to offset counterclaims or assert a right of retention unless the counterclaims have been legally established or are undisputed.  

§ 14 Offer

wob's offers are subject to restrictions regarding storage space, data volume and the use of AI tokens for network services.

§ 15 Technical problems, service delays (Leistungsverzögerungen)

wob is not 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 must not violate any legal prohibitions or offend common decency in the form, content or intended purpose of its website. In particular, it must comply with the provisions of the law against unfair competition. The client confirms that no content that is discriminatory, racist, glorifies violence, is pornographic, defamatory or politically extremist, or constitutes hate speech will be disseminated via the services provided by wob, nor will any links to such content be provided. Otherwise, wob is entitled to refuse to include the internet pages or delete them; wob hereby assumes no obligation to review such content. The client shall be liable for any violation of the above provisions. 

(2) Violations of the provisions listed in paragraph 1 shall be punished with a contractual penalty of €5,000.00 per violation, payable to wob.

(3) The Client must ensure that any HTML forms, CGI programs and other content provided by the Client do not pose any security risks to wob's servers, and that wob's computer capacities are not overloaded or blocked by faulty programming. The client shall reimburse wob for all financial consequences of any failures attributable to this.  

§ 17 Reproduction on the internet

wob does not guarantee 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 ordered domain names can be provided, nor does it guarantee the time frame within which they can be provided.

(2) The client undertakes to comply with the official allocation guidelines of the relevant registry and to ensure that their use of the domain name does not infringe the rights of third parties. It is the client's responsibility to check whether the desired domain infringes any trademark or naming rights of a third party. If wob is held liable by third parties for infringing such rights, the client agrees to indemnify wob, who also reserves the right to block the domain in question.

§19 Other provisions regarding internet services

(1) If the client wishes to be listed in internet search engines and business directories, the relevant data shall not be considered confidential and may be published freely on the internet by wob and thus made accessible to third parties. Inclusion in internet search engines and business directories cannot be guaranteed by wob.

(2) The client indemnifies wob against all third-party claims relating to the data provided.

(3) If data is transmitted to wob in any form, the Client shall make backup copies. wob regularly backs up its servers. In the event of data loss, the client must transmit the relevant data to wob again free of charge.

§ 20 Data protection, data security, and modern forms of work

(1) Data protection – wob processes the client's personal data exclusively for the purpose of fulfilling the contract in accordance with the GDPR. In the case of order processing, the legal provisions of Art. 28 GDPR apply, including the conclusion of an order processing agreement.

(2) Data security – wob guarantees the protection of personal and confidential data through appropriate technical and organizational measures (TOM) that correspond to the current state of the art.

(3) Mobile working and remote work – These work are subject to increased information security requirements. wob ensures that specific protective measures are taken to account for the particular risks of this working model and to comply with the applicable data protection regulations.

(4) Further details can be found in the offer documents, the data processing agreement (pursuant to Art. 28 GDPR), and the privacy policy.

§ 21 Place of performance and jurisdiction

If the client is a registered trader as defined in the German Commercial Code, a public-sector legal entity or a public-sector special fund, the registered office of wob shall be the place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. In this case, the registered office of wob shall also be the place of performance. However, wob shall also be entitled to bring legal action at the client's registered office.

§ 22 Severability clause, choice of law, priority of the German text version

Should any of the provisions in these General Terms and Conditions be invalid, the invalid provision shall be replaced by one that most closely achieves the intended economic purpose.

(2) All legal relationships between the contracting parties shall be governed exclusively by the substantive law of the Federal Republic of Germany, with the exclusion of international private law and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(3) In case of doubt, the German version of these General Terms and Conditions shall prevail over translations into other languages.