1. general information
The following General Terms and Conditions (GTC) are part of all contracts (in written as well as electronic form) between DIVE INN GmbH and its clients. Deviating GTCs of the clients are not accepted - unless explicitly agreed upon in writing - and therefore do not become part of the contract. Subsidiary agreements are only binding if they have been confirmed in writing by letter post or e-mail. Oral statements are generally non-binding.
2. cost estimates | remuneration
The offers of DIVE INN are subject to change and non-binding. All prices are net prices plus the applicable statutory value added tax, unless otherwise stated.
Unless otherwise expressly agreed, invoicing shall be based on the Agency's hourly rates according to actual expenditure. Cost estimates and calculations are not binding; the Client shall be notified if the provisional calculation or the cost estimate exceeds 10%.
The Agency's fee claims shall also arise if the respective services have not previously been estimated by a KVA by the Agency. Deviating provisions must be in writing (e-mail is not sufficient). If the customer has agreed in writing with the Agency that the release of a cost estimate is required before work is carried out, the KVA shall be deemed to have been released after 7 working days at the latest, unless the customer has expressly objected to the content of the KVA ́s in writing.
3. placing of orders
Orders of the client are accepted by DIVE INN through written order confirmation by e-mail, fax or letter post.
Within the scope of the order, DIVE INN has freedom of design. If the client wishes to make changes during or after the order, he/she must bear the additional costs incurred. If the execution of the order is delayed for reasons for which the client is responsible, DIVE INN may demand an appropriate increase in the remuneration. In the event of intent or gross negligence, DIVE INN is entitled to claim damages.
4. terms of payment
Unless otherwise agreed, all invoices from DIVE INN are payable 14 days after the invoice date without deduction. if payment deadlines are exceeded, DIVE INN is entitled to charge interest on arrears. this does not exclude the assertion of further damages caused by delay and the taking of legal action.
The remuneration to be paid to DIVE INN by the client is due after completion of a project and after invoicing. If a project lasts longer than one month, DIVE INN is entitled to invoice the client for the services provided by DIVE INN on a monthly basis. DIVE INN's claim for remuneration becomes due with the respective invoice.
4.1 Invoices, offsetting
The Agency shall be entitled to invoice the Customer for partial payments for partial services already provided, without this partial service having to be available in a form that can be used by the Customer.
If the customer terminates the contractual relationship after the order has been placed and before the project has been completed, the customer shall be obliged to pay the agreed remuneration, which shall be reduced by the amount corresponding to the expenses which the Agency saves by not carrying out the project or by terminating the project.
The agreed prices are in each case exclusive of statutory value added tax.
Invoices are payable immediately upon receipt without deduction. 14 days after the invoice date, interest at 8% above the base rate will be charged to entrepreneurs.
Offsetting with counterclaims or assertion of a right of retention is only permissible if the customer's claims are not disputed or have been legally established.
5. ownership and data
drafts, concepts and other works (internet pages, scripts, programs, graphics, etc.) and all rights associated with them remain the property of DIVE INN. DIVE INN is not obliged to hand over data carriers, files and data. if the client wishes DIVE INN to provide him with data carriers, files and data, this must be agreed in writing. risk and costs of transporting data carriers, files and data online and offline are borne by the client. except in cases of intent and gross negligence, DIVE INN is not liable for defects in data carriers, files and data. DIVE INN's liability is excluded in the case of errors in data carriers, files and data that occur when importing data to the client's system.
6. copyright and intellectual property rights
6.1 Copyrights / Rights of use
Whether and to what extent DIVE INN grants the customer rights of use to drafts, concepts and other works (Internet pages, scripts, programs, graphics, etc.) is determined in each individual case according to the individual agreement made for this purpose.
In principle, drafts, concepts and all other works created by DIVE INN (internet pages, scripts, programs, graphics, logos etc.) may not be changed, neither in the original nor in reproduction, without their express consent. Any complete or partial imitation is prohibited. The copyright for published drafts, concepts and other works created by DIVE INN (internet pages, scripts, programs, graphics etc.) remains solely with DIVE INN. If the parties have not made any or no clear individual arrangements, in case of doubt only a simple, i.e. non-exclusive and non-transferable right of use is granted, but no ownership rights whatsoever.
Unless otherwise agreed in writing, the customer shall only receive the rights of use for all drafts, concepts and other works (internet pages, scripts, programs, graphics, etc.) upon full payment of the remuneration. The surrender of open files is expressly not part of the contract when granting rights of use. In any case, even if the customer has been granted the right of use, DIVE INN remains entitled to use all drafts, concepts and other works (internet pages, scripts, programs, graphics, logos, etc.) for its own advertising purposes. A transfer of the rights of use to third parties requires a written agreement between DIVE INN and the customer. DIVE INN has the right to be named as the author on all copies (hard and soft copies).
6.2 Copyright rights of third parties
DIVE INN will provide individual services for each order or project. Typical design styles (lines, gradients, colors, etc..) or individual graphic elements (icons, buttons, etc..) or codes (html language, css files, etc..) will inevitably be used by DIVE INN for individual order processing, so that the client - even after the acquisition of a right of use for the previously listed services of DIVE INN - expressly does not acquire any exclusive rights. Should DIVE INN in individual cases have taken graphics or fonts from license-free graphic collections or design collections, it cannot be excluded that individual design elements used for an order by DIVE INN will also be used by other users of these collections. No claims can be made against DIVE INN as a result. Furthermore, DIVE INN expressly reserves the right to multiple use, provided that the license terms
Of course, "exclusive" material can also be used, but in this case the necessary licence fee and procurement costs must be paid by the client or handled directly. By placing the order, the client expressly acknowledges these points.
6.3 Obligations/liability of the client
The client is obliged to check the material provided for orders for any existing copyrights and intellectual property rights and to obtain any necessary permissions for its use. The client assures that he/she is entitled to use all materials and templates provided to DIVE INN, that he/she has carefully checked the content and that these are free of any rights of third parties. Any claims due to copyright and copyright infringements are fully at the client's expense. The client alone is responsible for any text content or other publications. The client releases DIVE INN from all claims at first request that third parties make against DIVE INN due to a situation or behaviour for which the client is responsible or liable according to the contract. The client bears the costs of any legal action.
6.4 Ideas, concepts and designs
The ideas, concepts and drafts created by DIVE INN for coordination purposes may only be used by the client for the purpose of viewing and examination. The use of the ideas, concepts and drafts on the client's homepage, making them available to third parties or similar uses such as the further processing of a draft for own presentations is expressly prohibited. If the ideas, concepts and drafts are nevertheless used without the client acquiring a right of use, DIVE INN is entitled to at least double the offer price or the agreed remuneration.
6.4.1 Copyright and rights of use, ownership, contractual penalty
6.5 Customer list
For advertising purposes, DIVE INN may publish selected customers - as reference customers - on its internet pages or print projects, unless the client expressly prohibits this in writing.
If no order is placed after a presentation, all services, in particular the presentation documents and the drafts, works, ideas, etc. contained therein, shall remain the property of the Agency. The customer shall not be entitled to use or process this material in any form whatsoever or to use it as a basis for the production of his own material. If no order is placed, the customer shall return all presentation documents in his possession to the Agency without delay.
If no order is placed, the agency is at liberty to use the presented ideas, works, drafts etc. for other projects and clients.
The passing on of presentation documents and offers to third parties, as well as their publication, duplication, distribution or other use by the customer or his authorised representatives obligates the customer to pay a fee in the amount of the relevant service, which is based on the offer of the agency or, if such an offer is not yet available, on the usual market conditions.
7. delivery time
delivery dates must be agreed in writing. for the duration of the examination of drafts, demos, test versions, etc. by the client, the delivery time is interrupted in each case. the interruption is calculated from the day the client is notified until the day his comments are received. if the client requests changes to the order after the order has been placed which affect the production time, the delivery time is extended accordingly. in the event of a delay in delivery, the client is in any case only entitled to exercise the rights to which he is legally entitled after setting a reasonable extension of at least two weeks.
corrections and changes, as long as they do not exceed 5 % of the pure workload, are included in the agreed prices. in case of exceeding this amount, DIVE INN will inform the customer in advance and coordinate this with the customer. requests for changes must be in written form. DIVE INN does not accept liability for changes made verbally or by telephone. acceptance is made in writing by means of a release note. if no detailed written complaint is received within a period of 14 days after handing over the project results (internet pages, scripts, programs, graphics etc.), the delivered project results are considered accepted or released. holiday periods do not interrupt these regulations. they must be announced by both parties in due time. a lead time of four weeks is considered to be in due time. possible complaints must be made immediately after receipt of the work results.
9. warranties & defects
Within the framework of each order, DIVE INN undertakes to treat and store templates, documents, samples, etc. provided by the client with care. DIVE INN undertakes to remedy any defective performance free of charge at its own discretion. If the remedy is not feasible (e.g. in the event of impossibility), the client may not assert a claim for damages, except in cases of intent or gross negligence.
DIVE INN is entitled to refuse subsequent performance as long as the customer is in default with one or more payment obligations from the business relationship.
10. obligation to cooperate
The customer is obliged to take all necessary and useful measures within the scope of what is reasonable, which enable an immediate assessment of the defects and any resulting damage as well as their causes, and to comply with his statutory duty to mitigate damages.
11. procurement of storage space and domain names
Insofar as the procurement of storage space and domain names (web hosting) is concerned, the general terms and conditions of the respective web host/provider shall apply in addition. In the procurement of internet domains and the provision of data on servers (web hosting), DIVE INN shall only act as an intermediary between the customer and the organisations for domain allocation or web hosting. DIVE INN has no influence on the domain allocation and the provision of data on servers (web hosting) and therefore does not guarantee that the domains applied for by the customer are free of third-party rights or that they will be permanently available and that the data provided on servers is accessible at all times. The customer hereby releases DIVE INN from any third-party claims for compensation based on the unauthorised use of an internet domain or inaccessible server data on first request.
12. additional provisions for Content Management Systems (CMS)
DIVE INN provides the customer with content management systems (CMS) on the basis of a separate agreement and for a separate fee, which, depending on the agreement, are programmed and licensed either by DIVE INN itself or by third-party companies.
The delivery of CMS of third party companies is carried out according to the licence conditions of the respective third party company valid at the time of licensing. The customer commits himself towards DIVE INN to conscientiously comply with the licence conditions of the third party company. For defects of the CMS of third party companies, the warranty and, if applicable, guarantee conditions of the respective third party company apply.
DIVE INN is only liable for damages caused by itself or its vicarious agents intentionally or through gross negligence. the sending and return of work and templates is at the risk and for the account of the client. DIVE INN is not liable for the admissibility and registrability of its designs and conception and programming work as well as other design work under competition and trademark law.
14. materials provided
DIVE INN assumes no liability for provided data media, templates and other materials that are not requested one month after completion of the order/project.
15. data security
The client releases DIVE INN from all claims of third parties regarding the provided data on first request. As far as data is transferred to DIVE INN - no matter in which form - the client makes backup copies.
16. partial invalidity
Should these General Terms and Conditions contain an invalid provision, all other provisions shall nevertheless apply, and the invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the formulation in question.
17. other provisions
Both parties reserve the right to withdraw from the contract if: the contract is no longer justified, in particular due to force majeure, and/or unforeseen circumstances and obstacles, such as, for example, default of payment by the client, or a deterioration of assets.
after multiple submission of correction samples, the 5% of the workload specified in the contract are exceeded and no agreement can be reached in good faith.
DIVE INN acts under suspicion of gross negligence.
If the client withdraws from a contract or project for reasons for which DIVE INN is not responsible, compensation for the expenses demonstrably incurred by DIVE INN, but at least 25% of the net order value, is deemed to be agreed.
If the client withdraws before the start of the assignment, the following percentages of the originally contractually agreed fee shall apply as a cancellation fee: up to 2 months before the start of the assignment 25%, from 2 months to 4 weeks before the start of the assignment 50%, from 4 weeks before the start of the assignment 80%.
In any case, the client waives the right to claim any damages that may arise from a withdrawal from the contract.
18. exclusion of assignment
The client is not entitled to assign claims against DIVE INN from the contractual relationship with DIVE INN without their consent.
19. poaching restraint
The customer is not permitted to poach employees from DIVE INN or hire them without the consent of DIVE INN during the duration of the cooperation between the parties and for a period of two (2) years thereafter. For each case of culpable infringement, the customer shall pay a contractual penalty to be determined by DIVE INN in terms of amount and, in the event of a dispute, to be reviewed by the competent court.
20. third-party services
DIVE INN is also entitled to transfer the external services necessary for the fulfilment of the order to third parties. External and additional costs, such as the costs for the engagement of photographers, stylists, designers, etc. as well as expenses for telephone, fax, courier, travel expenses, etc. are to be paid separately against proof, unless another agreement has been expressly made. The agency is also entitled to assign all external services necessary for the fulfilment of the order in the name and for the account of the customer.
The loyalty of DIVE INN to the client obligates DIVE INN to provide objective advice geared to the client's objectives and to select third parties accordingly. Unless the client has expressly reserved the right to have a say, the selection of third parties is made in accordance with the principle of a balanced relationship between economic efficiency and the best possible success in the client's interest.
DIVE INN is obliged to keep all business secrets of the customer that it has become aware of during the cooperation confidential.
22. final provision
The place of performance for delivery and payment as well as the place of jurisdiction for all disputes between the parties to the contract is Arnsberg, insofar as the customer is a businessman, a legal entity under public law or a special fund under public law. The place of jurisdiction also applies to persons other than those just mentioned if the contractor does not have a general place of jurisdiction in Germany, relocates his place of residence and/or business out of Germany immediately after conclusion of the contract or his place of residence and/or business or usual place of residence is not known at the time the action is brought.
The invalidity of individual terms and conditions shall not affect the validity of the contract in other respects. An invalid clause shall be replaced by a provision that comes as close as possible to its purpose by way of supplementary interpretation. Unless otherwise agreed, German law shall also apply to contractual relationships with foreign contractors.
No more mountains of white paper and cluttered folders, annoying, dusty and nobody finds what they need.
We are a paperless office. our digital mountains of paper are finely broken down and carefully sorted in our cloud, leaving more room for creative ideas.
We don't have Met Wednesday and Gouda Day. Sad? Don't worry, we'll delight your taste buds with more than just lettuce at all our meetings and workshops.
Because we want to set an example - and that starts with food, according to the motto: think new, taste new.
Well admitted, we can't get around it, but we try: glass bottles instead of disposable cups and jute bags instead of plastic bags.
Not only our work is sustainable, but also our office.
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knowledge that stays in your head - expert knowledge meets comprehensibility. in our 40-minute presentation we offer you and your company compressed knowledge in a relaxed atmosphere, whether during lunch break or in between. uncomplicated and easy to understand xxxx by our experts who deal with these topics every day. you have questions? feel free to ask them afterwards and they will be solved and discussed live.
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