GENERAL TERMS AND CONDITIONS

from

u.now UG (limited liability)
Karl-Marx-Strasse 165
12043 Berlin

- hereinafter: u.now -

§ 1 General information

These General Terms and Conditions (GTC) apply to all contracts concluded between u.now and the customer.
u.now offers the customer services in the area of website creation and development as well as design and graphics services, advice on social media campaigns and other services in the areas of photography, film and video. The specific scope of services is the subject of individual agreements or the offer between u.now and the customer.
u.now does not conclude contracts with consumers or private individuals.
u.now is entitled to contract out the necessary services to subcontractors in its own name and for its own account, who in turn may also use subcontractors. u.now remains the sole contractual partner of the customer. The use of subcontractors shall not take place if it is apparent to u.now that their use is contrary to the legitimate interests of the customer.
The contracting parties undertake to each appoint a contact person who will accompany the respective order and is authorized to make legally binding declarations of intent.
Unless expressly agreed, u.now does not recognize any general terms and conditions that deviate from these terms and conditions and are used by the customer.

§ 2 Obligations of the customer to cooperate

If the customer provides u.now with texts, images or other content, the customer must ensure that this content does not infringe the rights of third parties (e.g. copyrights) or other legal norms. In this context, it should be noted that u.now is not legally entitled to provide legal advice to the customer. In particular, u.now is not obliged and legally unable to check the customer's business model and/or the works created or acquired by the customer (layouts, graphics, texts, etc.) for their compatibility with applicable law. u.now will in particular not carry out any trademark searches or other checks for conflicting property rights in relation to the works provided by the customer. Insofar as the customer issues specific instructions regarding the work to be produced, he is liable for this himself.
The customer is obliged to provide the information, data, works (e.g. the data for the imprint, data protection regulation, graphics, etc.) and accesses provided by him for the purpose of fulfilling the order completely and correctly. He must also ensure that the instructions issued by him comply with the applicable law. This also applies in particular to data protection obligations. u.now is not authorized to inform or advise the customer about data protection laws and assumes no liability for the creation of a GDPR-compliant website. u.now expressly advises the customer to consult an appropriate expert advisor with regard to GDPR, whereby u.now will be happy to provide support in this regard.
Subject to deviating individual agreements, the customer shall be responsible for procuring the material for the design of the websites and other works (e.g. graphics, videos) and shall make this available to u.now in good time. If the customer does not provide these and does not make any further specifications, u.now may, at its own discretion, use image material from common providers (e.g. stock photo service providers) or provide the corresponding parts of the website with a placeholder, taking into account the copyright labeling requirements.
The customer undertakes not to make any independent changes, extensions or other system settings while u.now is working on the existing order. Changes can then be made independently, insofar as this is done in consultation with u.now.
u.now is in no way responsible to the customer for delays and delays in the implementation of projects caused by late (necessary) cooperation or input from the customer.
If the customer does not comply with his obligations under this clause, u.now may charge the customer for the additional expenses incurred as a result.
For firmly agreed and blocked time slots or deadlines that the customer does not meet and does not cancel in good time, u.now will charge 75% of the time spent, calculated at the agreed daily rate.
u.now is entitled to terminate the contract in the event that the customer fails to cooperate in accordance with § 642 BGB. u.now will set the customer a reasonable deadline to make up for this. The contract shall be deemed terminated if the action is not performed by the expiry of the deadline.

§ 3 Website creation with the help of agile methods

Unless otherwise agreed individually, the website is created on the basis of agile methods. The other provisions of these GTC remain unaffected. Search engine optimization (SEO) is only owed if it has been expressly agreed.
The object of website creation contracts between u.now and the customer is generally the development of new websites or the expansion of existing websites (e.g. integration of new interfaces) in compliance with the customer's technical and/or design specifications.
Unless otherwise agreed, the websites created are optimized for all common browsers in their respective current versions (in each case the last two versions of the browser). Optimization for mobile devices is only owed if this has been expressly agreed.
The services agreed in detail result from the individual offer concluded between u.now and the customer and the acceptance thereof. For this purpose, the customer first submits a request to u.now with a description of the desired website content that is as precise as possible (creative content such as images, layouts, logos, etc. must be specified and provided by the customer). This inquiry constitutes an invitation to submit an offer by u.now. u.now will check the customer's ideas described in the inquiry to the best of its knowledge and belief for completeness, suitability, clarity, feasibility and consistency and will prepare an offer on the basis of the wishes arising from the customer's inquiry. A contract between u.now and the customer is only concluded when the customer accepts the offer.
The examination or procurement of rights, the procurement of tools (e.g. statistics) or certificates (e.g. SSL / TLS) or the provision of development, application or other documentation shall only be provided by u.now if this has been expressly agreed in an individual contract.
The customer can access the development site after prior request and introduce customer requests, insofar as these are covered by the originally agreed scope of services. Such adaptations shall become part of the original contract if both contracting parties agree in text form (e.g. by e-mail or similar). In all other respects, u.now is only obliged to produce the functions/items listed in the offer or to provide the agreed service. Any additional services must be agreed and remunerated separately.
As soon as the website has been completed, u.now will ask the customer to accept the website.
A prerequisite for u.now's activities is that the customer provides u.now with all the data required for the implementation of the project (texts, templates, graphics, etc.) in a suitable form before the start of the order. If the customer does not fulfill this obligation, u.now may charge the customer for the additional time required.
There is no entitlement to the publication of graphics, source codes, (development) documentation, manuals and other additional documentation - subject to deviating express individual agreements.
The remuneration for the creation of the website is the subject of an individual contractual agreement between the parties. In all other respects, the statutory provisions shall apply.

§ 5 Special provisions for the maintenance of websites

After completion of the website and/or individual parts thereof, u.now may offer the customer maintenance and care services in relation to the website. u.now may also offer maintenance of third-party websites. However, u.now is not obliged to make such an offer, nor does the customer have to make use of the further services offered by u.now. Corresponding agreements are exclusively the subject of individual agreements.
The content of the maintenance contracts is the elimination of malfunctions and the updating of the website for common web browsers in their current version as required. Further details, such as regular maintenance, can be agreed in individual contracts if necessary.
A prerequisite for maintenance is that the content to be maintained is compatible with u.now's systems. Compatibility can be impaired in particular by outdated components of the content to be maintained or by unauthorized changes on the part of the customer. If compatibility is not guaranteed, the customer must establish this independently (e.g. through appropriate updates) or commission u.now separately to establish compatibility.
u.now is not liable for malfunctions and incompatibilities caused by unauthorized changes made by the customer or due to other errors that are not the responsibility of u.now; the provisions under "Liability and indemnification" remain unaffected by this.
Unless otherwise agreed, maintenance only includes the technical updating of the website, but not the updating of its content. u.now is in particular not responsible for updating the legal notice or the privacy policy.

§ 6 Print

The subject of design contracts in the print sector between u.now and the customer is generally the development of the customer's design specifications for print products (e.g. design of banners, stationary, posters, flyers, vehicle or shop window stickers, textiles, labels, bottle design or logo designs). Design contracts concluded between the parties are contracts for work within the meaning of § 631 ff. BGB. A deviating scope of services can be agreed between the parties in individual contracts.
The services agreed in detail result from the individual contract concluded between u.now and the customer. For this purpose, the customer first submits an inquiry to u.now with as precise a description as possible of the design services desired. This inquiry constitutes an invitation to u.now to submit an offer. u.now will check the customer's ideas described in the inquiry to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and consistency and will prepare an offer on the basis of the wishes arising from the customer's inquiry. A contract between u.now and the customer is only concluded when the customer accepts the offer.
After the contract has been concluded, the customer's requirements are discussed in a further briefing if necessary and the specifications are specified. At this point, customer requests can be introduced, provided they are covered by the originally agreed scope of services. Adjustments become part of the original contract if both contracting parties agree in text form. Otherwise, u.now is only obliged to produce the items listed in the contract. Any additional services must be agreed and remunerated separately.
As soon as the agreed object of performance has been completed, u.now will request the customer to accept the work.
Unless otherwise agreed, the customer shall be entitled to a correction loop. Complaints regarding the artistic design are generally excluded. If the customer wishes to make further changes, he must bear the additional costs.
A prerequisite for u.now's activities is that the customer provides u.now with all the data required for the implementation of the project (texts, templates, graphics, etc.) in full and in a suitable form before the start of the order. u.now is in no way responsible to the customer for delays and delays in the implementation of projects caused by late (necessary) cooperation or input from the customer. If the customer does not comply with this obligation, u.now may charge the customer for the resulting time expenditure.
The remuneration is the subject of an individual contractual agreement between the parties. In all other respects, the statutory provisions shall apply.
Unless otherwise contractually agreed and not otherwise to be expected from the purpose of the contract, u.now only owes the delivery of a print file (e.g. PDF, TIFF, JPG or PNG) in addition to the contractually agreed service items when creating print products. The customer is not entitled to receive an editable file (e.g. Word, Photoshop, Illustrator, Indesign).

§ 7 Video and photography

u.now creates professional videos and photographs for its customers. The services agreed in detail result from the individual contract concluded between u.now and the customer. For this purpose, the customer first submits an inquiry to u.now with as precise a description as possible of the services required. This inquiry constitutes an invitation to u.now to submit an offer. u.now will check the customer's ideas described in the inquiry to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and consistency and will prepare an offer on the basis of the wishes arising from the customer's inquiry. A contract between u.now and the customer is only concluded when the customer accepts the offer.
The customer's specifications shall be taken into account to the best of u.now's knowledge and belief. The contracting parties acknowledge that the creation of videos and photographs is a creative service that requires a high degree of artistic freedom. u.now therefore only owes the creation of a work that corresponds to the customer's wishes according to its own experience and assessment. Complaints regarding the artistic design are generally excluded.
Unless otherwise agreed, the customer shall have the right to two correction loops with regard to the image processing (e.g. using filters and effects) of the photographs created; however, a new creation of the photographs is excluded. Complaints regarding the artistic design are generally excluded. If the customer wishes to make further changes, he shall bear the additional costs
If the customer provides persons for the creation of the video or photographs (e.g. its employees or professional models), it is solely responsible for ensuring that the persons concerned have consented to the use of the recordings. In particular, the customer is responsible for concluding suitable model release contracts and obtaining GDPR-compliant employee commitments.
As soon as the agreed object of performance has been completed, u.now will request the customer to accept the work.
Unless otherwise agreed in individual contracts, u.now may demand that a suitable copyright notice be placed in an appropriate position on the works created.
Unless otherwise contractually agreed and not otherwise to be expected from the purpose of the contract, the customer shall in principle only receive fully processed recordings for the respective purpose. The customer shall not be entitled to receive the raw data or editable files (RAW files or similar).

§ 8 Copyright protection, rights of use, self-promotion

If the order placed includes graphic services, this is a copyright contract. The subject matter of the contract is the creation of the commissioned work and the granting of rights of use to this work. The provisions of the law on contracts for work and services and the Copyright Act shall apply.
All work by u.now, in particular drafts, final artwork, graphic services and the commissioned work as a whole, are protected as personal intellectual creations by copyright law, the provisions of which are deemed to have been agreed even if the requirements for a work protected by copyright, in particular with regard to the required level of creation (Section 2 (2) UrhG), are not met.
Without the consent of u.now, neither the original nor the reproduction of the work, including the copyright designation, may be altered. Any imitation of the work or parts of the work as well as the preparatory work is not permitted.
The works of u.now may only be used for the agreed type of use and the agreed purpose and to the agreed extent. In the absence of an express written agreement, the purpose of the contract shall only be the purpose stated by the client when placing the order.
u.now grants the customer the rights of use required for the respective purpose. For this purpose, the simple right of use is granted unless u.now and the customer reach an express agreement to the contrary. The rights of use shall only be granted upon full payment of the remuneration owed.
The transfer of granted rights of use to third parties requires the prior written consent of u.now.
Unless otherwise agreed, u.now must be named as the author in the reproduction, distribution, exhibition, in publications about the work and/or the public reproduction of the designs and final artwork and the work. If the client violates the right to be named as the author, u.now may demand a contractual penalty in addition to the fee owed for the design service in the amount of 100 % of the fee agreed for the use or, in the absence of an agreement, the appropriate and customary fee. This does not affect u.now's right to claim higher damages in the event of a specific calculation of damages.
Suggestions, instructions and proposals from the customer for technical, design or other reasons and his other cooperation shall have no influence on the fee and shall not constitute a joint copyright, unless expressly agreed otherwise in writing.
Without the prior written consent of u.now, the client is not entitled to apply for registration of formal property rights such as design patents, trademarks, etc. in relation to the designs, final artwork or other work of Designer.
u.now shall remain entitled to use the works or parts thereof, designs and other works created in fulfillment of the order for its own advertising, regardless of the medium (e.g. in its own Internet presence, sample folder, etc.) and to refer to its activities for the customer.

§ 9 Data delivery and handling

u.now is not obliged to hand over to the customer the design data or other data (e.g. content data, screen designs, drafts, etc.) or data carriers that have been created in fulfillment of the order. If the customer wishes data or files to be handed over, this must be agreed separately and paid for by the customer.
The risk and costs of transporting data carriers, files and data shall be borne by the customer, irrespective of the means of transmission.
u.now is not liable for defects in data carriers, files and data that arise during data transfer to the customer's system.
After completion of the project and full delivery of the agreed service, u.now is not obliged to retain the customer's files.

§ 10 SEO marketing and SEA campaigns

u.now offers the customer services in the area of SEO marketing, among others. As part of the provision of services, u.now is only responsible for the implementation of measures which, in u.now's own experience, can have a positive influence on the search engine ranking or which are expressly ordered by the client. This is a service within the meaning of §§ 611 ff. BGB (GERMAN CIVIL CODE). However, a specific result (e.g. a specific ranking in the Google results list) is only owed within the scope of SEO services if this has been expressly guaranteed. Marketing services can be canceled by both contracting parties with a notice period of one (1) month.
u.now also offers the customer services in the area of SEA campaigns. As part of the provision of services, u.now is solely responsible for submitting proposals for effective keywords and, following approval by the customer, for implementing the measure (placement of advertisements). These are services within the meaning of §§ 611 ff. BGB (GERMAN CIVIL CODE). A specific result (e.g. sales figures) is not owed within the scope of SEA services unless this has been expressly guaranteed. u.now has a claim to reimbursement of expenses with regard to the chargeable advertisements against the customer in addition to the claim to remuneration for the service. u.now is not obliged to check the legality of keywords. u.now makes suggestions to the customer regarding the booking of keywords. The customer is responsible for the legal examination, in particular with regard to the trademark rights of third parties and approval of the keywords before the campaign is carried out.

§ 11 Social media marketing

The management of social media accounts or the creation of new accounts is always carried out in the name and on behalf of the customer. The customer is or becomes the contractual partner of the respective social network.
The type and scope of the respective support for the corresponding social media account is defined in detail in the order. In particular, an agreement is made as to whether the agency is to manage the social media accounts independently or in consultation with the client.
The passwords and/or administrator authorizations received from the customer for the respective social media accounts must be treated as strictly confidential by u.now. Disclosure of the data to third parties must be avoided through secure storage. The passwords received will be returned to the customer after termination of the contract.
u.now does not guarantee that the management of the respective social media channels will result in an increase in the number of subscribers, visibility or similar. Furthermore, u.now accepts no responsibility for the technical failure of the individual channels.
u.now would also like to point out that there may be isolated cases of account blocking or suspension due to restrictions imposed by the social media platforms. As a rule, this is lifted by the social media platform within a short time. u.now accepts no liability for blocked or blocked social media accounts.

§ 12 Prices and remuneration

The remuneration for the website creation or for other orders is the subject of an individual contractual agreement between the parties and is generally based on the offer. When the order is placed, a deposit of 30% of the order volume is due.
At the time of submission, the offer is based on the agreed services, time milestones and the corresponding calculated time expenditure in daily rates between the parties. Unless otherwise agreed, the daily rate is EUR 800.00.
Should there be a delay in the provision of services (e.g. due to non-compliance with delivery deadlines for texts etc. on the part of the customer), additional expenditure or a change in service, u.now is entitled to invoice the actual expenditure incurred at any time.
Invoices are issued on the 10th of each calendar month, retroactively according to the actual expenses incurred.
The term of payment is 14 days. If payment is not made on time, u.now reserves the right to charge reminder fees and interest on arrears.
A payment of 10% of the order volume shall be due for accepted offers that do not materialize despite a contract having been concluded. This is due in particular to the time already spent by u.now on preliminary discussions, calculations, etc.
u.now reserves a special right of termination in the event of a delay in payment of more than 20 calendar days. The project can be immediately stopped or paused by u.now at any time due to late payment. The project can then only be resumed after the outstanding payment has been made.

§ 13 Acceptance

Insofar as a work performance has been agreed, u.now may demand that acceptance takes place in writing; written acceptance is only owed if u.now requests the customer to do so. The acceptance provisions of the German Civil Code remain unaffected. The acceptance period within the meaning of § 640 para. 2 sentence 1 BGB is set at 2 weeks from notification of completion of the work, unless a longer acceptance period is required in individual cases due to special circumstances, in which case u.now will inform the customer separately. If the customer does not respond within this period or does not refuse acceptance due to a defect, the work shall be deemed to have been accepted.

§ 14 Warranty for defects

An insignificant defect does not justify any claims for defects. The choice of the type of subsequent performance lies with u.now. The limitation period for defects and other claims is one (1) year; this shortening of the limitation period does not apply to claims resulting from intent, gross negligence or injury to life, limb or health by u.now. The limitation period shall not recommence if a replacement delivery is made within the scope of liability for defects. Otherwise, the statutory warranty for defects remains unaffected.
If the customer makes independent changes to the contractual service (e.g. changes or adaptations or installations of plug-ins to the website or to running systems), all claims for defects and warranty claims on the part of the customer shall lapse.

§ 15 Granting of rights

u.now grants the customer - after full payment of the order by the customer - a simple right of use to the corresponding work results and/or the respective source codes at the time of their creation. Further rights can be agreed between the parties by means of an individual contractual agreement.
Unless otherwise agreed, the customer expressly grants u.now permission to present the project to the public in an appropriate manner for the purpose of self-promotion (references/portfolio). In particular, u.now is entitled to advertise the business relationship with the customer and to refer to itself as the author on all advertising material produced and in all advertising measures without having to obtain permission and without the customer being entitled to any remuneration for this.
Furthermore, u.now is entitled to place its own name with a link in an appropriate manner in the footer and imprint of the website(s) created by u.now, without the customer being entitled to any remuneration for this.

§ 16 Confidentiality

u.now shall treat as strictly confidential all business transactions that come to its knowledge, in particular, but not exclusively, print documents, layouts, storyboards, figures, drawings, tapes, images, videos, DVDs, CD-ROMs, interactive products and other such documents containing films and/or radio plays and/or other copyrighted materials of the customer or its affiliated companies. u.now undertakes to impose this confidentiality obligation on all employees and/or third parties (e.g. suppliers, graphic designers, programmers, film producers, sound studios, etc.) who have access to the aforementioned business transactions. The confidentiality obligation shall apply indefinitely beyond the term of this contract.

§ 17 Data protection

If personal data is collected, u.now undertakes to process it exclusively on a legal basis. u.now undertakes not to pass on any data to third parties unless the customer has given prior consent.
We would like to point out that transmission via the Internet (e.g. by e-mail) may be subject to security vulnerabilities. Accordingly, error-free and trouble-free protection of third-party data cannot be fully guaranteed. Liability on the part of u.now in this respect is excluded.

§ 18 Liability / Indemnification

The liability of u.now for all damages is limited as follows: In the event of a slightly negligent breach of a material contractual obligation ("cardinal obligation"), u.now's liability shall be limited in each case to the amount of damage foreseeable at the time of conclusion of the contract and typical for the contract. Cardinal obligations are those obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance a party may regularly rely. This limitation of liability shall not apply in the event of gross negligence or willful misconduct or in the event of mandatory statutory liability, in particular in the event of the assumption of a guarantee or culpable injury to life, limb or health. The above liability regulation also applies with regard to the liability of u.now for vicarious agents and legal representatives.
The customer shall indemnify u.now against any third-party claims asserted against u.now due to violations of these GTC or applicable law by the customer.

§ 19 Final provisions

The contracts concluded between u.now and the customer are subject to the substantive law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
If the customer is a merchant, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in Germany, the parties agree that u.now's registered office is the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction remain unaffected by this.
u.now is entitled to amend these GTC for objectively justified reasons (e.g. changes in case law, the legal situation, market conditions or business or corporate strategy) and subject to a reasonable period of notice. Existing customers will be notified of this by e-mail at least two weeks before the change comes into effect. If the existing customer does not object within the deadline set in the notification of change, their consent to the change shall be deemed to have been granted. In the event of an objection, u.now is entitled to terminate the contract extraordinarily at the time the change comes into effect. The notification of the intended amendment to these terms of use will refer to the deadline and the consequences of the objection or its absence.
If general terms and conditions have not become part of the contract in whole or in part or are ineffective, the rest of the contract shall remain effective. Insofar as the provisions have not become part of the contract or are invalid, the content of the contract shall be governed by the statutory provisions.