Terms and conditions iMi digital GmbH

Date: 01.08.2024

§ 1 Scope of application

All services provided by iMi digital GmbH (hereinafter referred to as iMi digital) to companies, service providers and freelancers (hereinafter referred to as clients) are provided exclusively in accordance with the following terms and conditions of use (GTC).

 

§ 2 Services of iMi digital

  1. iMi digital shall provide the deliveries or services specifically requested by the client in the order.
  2. iMi digital shall carry out the delivery or services and the work assigned to it on its own responsibility.
  3. iMi digital is entitled to engage third parties to fulfil the contractual services. iMi digital may transfer the contract or the rights and obligations arising from the contract to third parties without the client having a special right of termination.
  4. Requests for changes or extensions to the originally commissioned services must be agreed in writing. iMi digital shall inform the client of any possible effects on schedules and costs.
  5. The client is obliged to check the services immediately after delivery.
  6. After completion of the project, iMi digital offers hosting, support and maintenance services, which are regulated in a separate contract. These may include regular updates, bug fixes and technical support.

 

§ 3 Cooperation of the client

  1. The client shall provide the necessary cooperation in a timely manner, insofar as this is agreed in these General Terms and Conditions or in individual contracts.
  2. The client shall grant iMi digital all necessary access authorisations and passwords to the systems and servers required for the performance of the work in a timely manner.
  3. The client shall ensure that all necessary resources, such as employees, workstations or technical infrastructure, are available in a timely manner and to a sufficient extent.
  4. The client shall make the necessary decisions and issue approvals within the agreed deadlines so as not to hinder the progress of the project.
  5. The client shall appoint one or more contact persons who are authorised to make binding decisions and act as contact persons for iMi digital.
  6. The client shall ensure that the data provided is accurate, complete and up to date. iMi digital shall not be liable for errors attributable to inaccurate or incomplete data provided by the client.
  7. The client shall inform iMi digital immediately of any circumstances that may be relevant to the execution of the project, in particular changes in operational processes that could affect the project.
  8. The client shall provide iMi digital with any requested documents or information – if available – on the agreed dates. If information cannot be obtained or cannot be disclosed due to third-party rights, this shall not constitute insufficient cooperation.
  9. iMi digital must immediately notify the client in writing of any insufficient cooperation on the part of the client. Otherwise, the client shall not be in default and iMi digital cannot invoke improper cooperation.

 

§ 4 Remuneration, payment terms and contract term

  1. Remuneration for the services provided by iMi digital is agreed individually and is based on the cost estimate provided.
  2. If work outside normal business hours is necessary, a factor of 1.5 applies on weekdays and a factor of 2.5 applies on weekends and public holidays to the currently applicable hourly rate.
  3. The individual services, fees and commissions will be invoiced and are due for payment immediately without any discount.
  4. iMi digital will send the invoice by post to the client's company address or by email to the email address specified by the client.
  5. The client is only entitled to offset claims against iMi digital with undisputed or legally binding counterclaims.
  6. All contractually agreed remuneration for the services provided by iMi digital is subject to the statutory value added tax applicable at the time of payment.
  7. Cost estimates exceeding €5,000 net will be invoiced as follows:
  • 40% after order placement
  • 40% after delivery of the test link and no later than when the website goes live
  • 20% after final acceptance
  1. Additional hours spent on specific tasks will be invoiced after prior consultation with the customer.
  2. Agile projects are billed on a cost-based basis after each sprint at the end of each month.
  3. Hosting, support or maintenance contracts have a minimum term of 12 months and are automatically extended by 12 months unless terminated in writing 3 months before expiry.
  4. Other services without a fixed term can only be terminated for good cause.

 

§ 5 Rights of use and copyrights

  1. The clients provide iMi digital with the texts, images, graphics, etc. necessary for marketing on the Internet.
    Clients also grant iMi digital the right to edit their content in order to present it more effectively on the website.
  2. Such editing includes, in particular, the abridgement or editorial revision of texts, the creation of excerpts or the reduction of uploaded images, which shall be agreed with the client in advance.
  3. iMi digital is entitled to incorporate the content provided by the client into its own editorial content and/or email newsletters and/or print media (e.g. newspapers, advertising brochures, flyers) and to present it there. iMi digital may name the customer as a reference.
  4. iMi digital owns the copyright to all materials created by iMi digital. These may not be used, resold or modified without the consent of iMi digital.
  5. iMi digital is free to choose the tools and technologies it uses and will generally use open source software and third-party software, provided that the customer can use these as agreed. iMi digital does not transfer any rights of use to the customer for open source software and third-party, externally licensed software and media content (e.g. image and layout material), but the customer receives a right of use based on the relevant licence terms. In this respect, the licence terms of the respective open source software or third-party, externally licensed software and media content, which iMi digital provides on request, apply.
  6. iMi digital reserves the right to publish software developed on behalf of the customer or excerpts thereof as open source, provided that this does not conflict with any contracts concluded with the customer or affect the customer's trade secrets.

 

§ 6 Liability

  1. iMi digital shall be liable without limitation for intent and gross negligence. iMi digital shall only be liable for slight negligence in the event of a breach of essential contractual obligations.
  2. iMi digital shall not be liable for delays or performance failures due to force majeure or other circumstances beyond iMi digital's control.
  3. In the event of defects, the client has the right to rectification. A deduction from the remuneration is not permitted.
  4. The client assures that the materials provided by them are free of third-party rights. iMi digital has no obligation to check this.
  5. The client indemnifies iMi digital against claims by third parties asserted on the basis of the materials provided, including the costs of legal defence.
  6. iMi digital is not liable for the accuracy and timeliness of the websites created. The client is responsible for regular review and updating.
  7. The limitations of liability also apply to vicarious agents of iMi digital.

 

§ 7 Final provisions

  1. The exclusive place of jurisdiction for all disputes arising from this contract is Wiesbaden.
  2. Should any provision of this agreement be wholly or partially invalid or later lose its legal validity, this shall not affect the validity of the remaining provisions.
  3. Amendments and supplements to this contract must be made in writing. This also applies to the waiver of the written form requirement.
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