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General terms and conditions for working together. Fair, transparent, with no fine print.
These terms and conditions are from the IT law firm Munich created and updated regularly. Specifically for web design services, based on templates drafted by lawyers for web design services.
1.1 These General Terms and Conditions (hereinafter "T&Cs") of Kevin Stumpf, trading as "DreiHundertSechzig" (hereinafter "we/us"), apply to all contracts for the provision of web design services that you, as a business (hereinafter "you"), conclude with us regarding the services presented on our website. We hereby object to the inclusion of your own terms and conditions, unless we have agreed otherwise with you in writing.
1.2 For the purposes of these terms and conditions, you are a business (Unternehmer) as a natural or legal person, or as a legally capable partnership, who acts in the exercise of your commercial or self-employed professional activity when entering into a legal transaction.
2.1 The subject of the contract is determined by the individual agreements between us and you. We are not obliged to provide any services that have not been individually agreed between us.
2.2 We owe you the concept, design and implementation of a website. This typically includes
- developing a concept,
- aligning the concept with you,
- the visual design of the concept agreed with you,
- the technical implementation of the concept and design, and
- by agreement between us and you, also the programming of the website in line with the state of the art at the time the contract is concluded.
2.3 Further services are not covered by this contract. This concerns, among other things, the following services, which we and you therefore need to agree on separately:
- The handover of so-called open files to you
- Acquiring usage rights from third parties for images, graphics, texts, software or other protected elements
- Research into the availability of certain domains
- Registering domains for you and other services related to domains for you
- The website hosting, i.e. the provision of web space (storage) on servers operated by us or by third parties
- The content and technical maintenance and upkeep of the website
2.4 We may provide our services in person or through qualified personnel selected by us. To fulfil our contractual obligations, we may also use the services and performance of third parties (subcontractors) acting on our behalf. Unless otherwise agreed between us, you have no right to choose a specific person to carry out the requested service.
3.1 You can request a no-obligation quote from us via a contact form we may provide online, in text form (e.g. by email), or by phone.
3.2 Upon your request, we will send you a binding quote in text form (e.g. by email) for the service or services you have requested. You may accept this quote by sending us an acceptance declaration in text form (e.g. by email) within 7 (seven) days of receiving the quote, with the day of receipt not counted in the calculation of the deadline. If the last day of the acceptance period falls on a Saturday, Sunday or a general public holiday recognised by the state where you are based, the next working day will take its place. If you do not accept our quote within the above period, we are no longer bound by it.
3.3 Order processing and contact are usually handled by email. You must make sure that the email address you give for order processing is correct, so that you can receive the emails we send to that address. If you use spam filters in particular, you must make sure that all emails sent by us or by third parties we have commissioned for order processing can be delivered.
3.4 The German language is the only one available to you for concluding the contract.
4.1 Unless expressly agreed otherwise between us, all services we provide to you are chargeable. Suggestions, drafts or other input from you, your employees or other persons involved on your side in carrying out this contract do not affect the amount of our fee. Services we provide that fall outside the scope of this contract, such as special, ancillary or additional services, are likewise chargeable and shall be remunerated separately.
4.2 You are obliged to pay us the remuneration agreed in the contract for our services under this contract. This remuneration consists of a design fee and a usage fee, unless we have expressly agreed otherwise. Not included in this remuneration are any services that we obtain from third parties as agreed with you and must pay those third parties for, such as licences or usage rights for images, graphics, texts, software or other protected elements. These are invoiced separately between us, unless we have expressly agreed otherwise.
(1) The design fee corresponds to the amount that we agree with you for
- developing a concept,
- aligning the concept with you,
- the visual design of the concept agreed with you,
- the technical implementation of the concept and design, and
- where applicable, the website programming in line with the state of the art at the time the contract is concluded
as a design fee.
(2) The usage fee is determined by the scope of use agreed between us in respect of our services under this contract, and corresponds to the amount we agree with you as the usage fee. Any further use of our services under this contract beyond that scope must be separately remunerated by you.
(3) Unless otherwise agreed between us, the amount of the design fee and the usage fee is based on the fee scale of the Allianz deutscher Designer (AGD) e.V. valid at the time the contract is concluded, as agreed between that association and the Vereinigung Selbstständige Design-Studios (SDSt). The AGD fee scale can be requested from us at any time.
4.3 If delays in carrying out our services under this contract occur for reasons you are responsible for, we are entitled to demand an appropriate increase in remuneration.
4.4 Unless our product description states otherwise, the prices shown are total prices. VAT is not shown, as we are a small business under the German VAT Act (UStG). Any delivery and shipping costs that may apply are stated separately in the respective product description.
5.1 If, after consultation with you, we provide additional services beyond those originally owed under this contract, such as adapting or changing concepts, drafts, designs, programming or other services that are already ready for acceptance, you are obliged to pay us for these services at the agreed hourly rate and in line with the other agreements between the parties, based on the time actually spent. If we and you have not agreed an hourly rate or any other arrangement, you are obliged to pay us for the time spent in accordance with the fee schedule of the Allianz deutscher Designer (AGD) e.V. valid at the time the contract was concluded, as agreed between the AGD and the Vereinigung Selbstständige Design-Studios (SDSt).
5.2 After prior consultation with you, we are entitled to acquire, in your name and for your account, the third-party services required to perform this contract. This applies in particular, but not exclusively, to acquiring licences or usage rights for images, graphics, texts, software or other protected elements, or to renting storage space on third-party servers for web hosting of the website. You undertake to grant us a power of attorney for this purpose, and hereby grant it to us immediately. If we acquire such third-party services, you undertake to indemnify us, as between the parties, against all payment claims arising from the contracts concluded with the respective third-party providers. We are entitled to invoice you for these costs as soon as the third party invoices them to us.
5.3 You are obliged to reimburse the expenses and other incidental costs that arise for us in connection with fulfilling this contract, following prior agreement with you, such as for photographs, models, teasers or web hosting.
6.1 We make our services available to you for review and acceptance. You are obliged to accept our services in accordance with the contract. Unless justified objections are raised, acceptance must take place within a reasonable period, and in any case within seven (7) days of delivery of the respective services to you. Acceptance is also deemed to have occurred if you fail to accept the services within the aforementioned period although you are obliged to do so.
6.2 If, after acceptance as set out above, you request changes from us, we may charge you additional remuneration based on the effort involved. We will send you a specific quote on request. Your statutory warranty rights are not restricted by this.
6.3 Within the agreements between us, we are entitled to creative freedom. You may not refuse acceptance on design or artistic grounds. Defect claims on your part on design or artistic grounds are excluded.
6.4 Our fees fall due in instalments as follows, unless we have expressly agreed otherwise:
- 50 percent of the total contractually agreed remuneration becomes due at the time the contract is concluded.
- 30 percent of the total contract fee agreed becomes due on the date we present you with the concept and the design.
- 20 percent of the total contractually agreed fee falls due upon delivery of our services under this contract.
7.1 We carry out our services within the timeframes agreed with you and at the respective agreed times.
7.2 Unless expressly agreed otherwise between us, we will not begin performing the contract until the first instalment payment has been received. Delays in your payment of the agreed instalments will shift the agreed schedules and deadlines accordingly.
8.1 You are obliged to cooperate to the extent necessary for the proper performance of our contractual services. In particular, you must keep agreed appointments.
8.2 If you breach your duty to cooperate, we are entitled to set a reasonable deadline, stating that we will refuse to continue the contract once it expires. If the deadline passes without result, we are entitled to terminate the contract without notice. Our claim to reimbursement of the additional expenses caused by your failure to cooperate, as well as for any damage incurred, remains unaffected.
9.1 You are obliged to state our name and, upon our request, our contact details in the legal notice of your website that we create for you on the basis of these terms, unless such a mention is entirely unusual in your industry.
9.2 We are entitled to prohibit distortions or other impairments of our concepts, designs, layouts, programming and other protected or protectable work, including web designs created under our contract, insofar as these distortions or impairments are likely to jeopardise our legitimate intellectual or personal interests in the work.
10.1 You warrant that you are entitled to use, hand over and transmit all patterns, templates, data carriers, files, data and other materials, documents and information (e.g. images, graphics, texts and templates) that you provide to us in physical or electronic form.
10.2 You grant us the rights necessary to process and provide, in line with the contract, the patterns, templates, data carriers, files, data, and other materials, documents, and information handed over or transmitted to us.
10.3 If you lack the right to use, hand over or transmit the material despite the assurance above, you must indemnify us against all related third-party claims and bear the necessary legal defence costs, including all court and attorney fees at statutory rates. This does not apply if you are not responsible for the infringement. If a third party makes a claim against us, you must promptly, truthfully and fully provide all information needed to assess the claims and defend against them.
11.1 You may only use and exploit all concepts, drafts, designs, programming and other protected or protectable works, including web designs, that we create under our contract (hereinafter also “contract deliverables”), in accordance with the rights of use and exploitation agreed with us, in particular with regard to the type, scope, duration and territory of use. Any unauthorised use or exploitation of the protected contract deliverables outside the agreements made with us is not permitted.
11.2 Upon full payment of the fee, we grant you the rights of use and exploitation for the contract services to the extent expressly agreed between us. If no such express agreement exists, we grant you, upon full payment of the fee, the rights of use and exploitation necessary for the respective contractual purpose. Unless otherwise agreed between us, we grant you only a non-exclusive right of use in case of doubt.
11.3 For the concepts, drafts and typesetting files, as well as for other items, files and data created under the contract, we only grant you the usage rights set out in this contract. We do not transfer ownership of these to you unless we have expressly agreed otherwise. The concepts, drafts and typesetting files, as well as other items, files and data created under this contract, remain our property, and we are not obliged under this contract to hand them over. You may agree with us on their handover for separate remuneration.
11.4 Any transfer, partial transfer or granting of usage rights to our contractual services, including sublicences, requires our prior written consent.
11.5 Any use or exploitation of our contractual services that goes beyond the agreed scope requires our prior consent and obliges you to pay us a corresponding additional usage fee. In the event of unauthorised use or exploitation, we are entitled to assert injunctive relief and damages claims in accordance with statutory provisions.
11.6 Unless expressly agreed otherwise between us, any complete or partial imitation, adaptation, or other reworking and modification of the contractual services without our prior written consent is not permitted.
12.1 Unless expressly agreed otherwise between us, we have the right to use all contractual services for our own promotional purposes in all media, naming the client, including stating that we worked on their behalf in this context.
12.2 This right to use the material for self-promotion does not otherwise apply if you have informed us of any confidentiality interest that conflicts with such use.
13.1 For defects in the agreed services, we are liable under the statutory warranty provisions, unless these terms and conditions state otherwise.
13.2 You must check all services we deliver to you for any defects without undue delay and, where we have asked you to do so or it is otherwise necessary, approve them. Once you approve our services, any warranty claims for obvious defects are excluded.
13.3 You must notify us in writing of obvious defects in our services within 14 days of delivery of the respective services. If you fail to report a defect, the services are deemed accepted, unless the defect was not recognisable during inspection. Sending the defect notice in time is sufficient to meet the deadline.
14.1 We are not liable for damage caused by disruption to our operations due to force majeure, riots, war and natural events, or other events beyond our control (e.g. strikes, lockouts, traffic disruptions, orders from public authorities in Germany or abroad), or due to technical problems for which we are not at fault. This also applies where such disruptions occur at third parties commissioned by us.
14.2 Otherwise, we are liable to you for claims for damages and reimbursement of expenses arising from contractual, quasi-contractual and statutory claims – including tort claims – as follows:
14.3 We are liable without limitation on any legal basis
14.4 If we negligently breach an essential contractual obligation, liability is limited to the typical, foreseeable damage, unless we are liable without limitation under the paragraph above. Essential contractual obligations are obligations that the contract imposes on us according to its content in order to achieve the purpose of the contract, whose performance makes proper execution of the contract possible in the first place, and on whose compliance you may regularly rely.
14.5 Beyond that, our liability is excluded.
14.6 The liability provisions above also apply with regard to our liability for our vicarious agents and statutory representatives.
15.1 You may terminate the contract at any time until the services have been completed. If you terminate, we are entitled to demand the agreed fee. However, we must deduct what we save in expenses as a result of cancelling the contract, or what we earn or maliciously fail to earn through other use of our labor. It is presumed that we are then entitled to five (5) percent of the agreed fee attributable to the part of the service not yet performed.
15.2 Either of us may terminate the contract for good cause without observing a notice period. Good cause exists if, taking all circumstances of the individual case and weighing the interests of both parties, continuing the contractual relationship until completion cannot reasonably be expected of us or of you.
16.1 All legal relations between us are governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods.
16.2 If you act as a merchant, a legal entity under public law or a public special fund with registered office in the Federal Republic of Germany, our registered office is the exclusive place of jurisdiction for all disputes arising from this contract. If your registered office is outside the Federal Republic of Germany, our registered office is also the exclusive place of jurisdiction for all disputes arising from this contract, provided the contract or claims under it can be attributed to your professional or commercial activity. In the cases above, however, we are always entitled to bring proceedings before the court at your registered office.
17.1 To the extent that we process personal data of the client or its end customers on their behalf as part of the contracted services (e.g. hosting, operating the ProfiSuite CRM, the AI phone assistant, or interfaces to third-party systems), the parties will conclude a data processing agreement under Art. 28 GDPR before such processing begins.
17.2 We provide the Data Processing Agreement (DPA) free of charge in its current version. Request by email to [email protected] with the keyword “AVV”.
17.3 An overview of the sub-processors we use (e.g. Hetzner Online GmbH for hosting in Nuremberg) is in the annex to the data processing agreement (DPA), and in excerpt form in our Privacy policy.
18.1 Should individual provisions of this contract be or become wholly or partly invalid or unenforceable, the validity of the remaining provisions will not be affected. The invalid or unenforceable provision shall be replaced by the valid and enforceable provision whose effects come closest to the economic purpose the parties pursued with the invalid or unenforceable provision.
18.2 The preceding provision applies accordingly should the contract prove to have gaps.
18.3 Amendments and supplements to this contract require text form to be effective. This also applies to waiving this text form requirement.
1.1 Below, we inform you about how we handle your personal data in connection with your order. Personal data here means all data by which you can be personally identified.
1.2 The controller responsible for data processing within the meaning of the General Data Protection Regulation (GDPR) is Kevin Stumpf, DreiHundertSechzig, c/o flexdienst – #20924, Kurt-Schumacher-Straße 74, 67663 Kaiserslautern, Germany, Tel.: +491734018320, Email: [email protected].
1.3 The controller responsible for processing personal data is the natural or legal person who, alone or jointly with others, decides on the purposes and means of processing personal data.
2.1 To fulfil our contractual obligations if you place an order, we may collect, store and process images of people that could allow the people shown to be identified. If image files are passed to external service providers for storage and/or processing, we will inform you of this in our quote. No further disclosure takes place. The above processing operations are carried out solely for the purpose of order processing in accordance with Art. 6 (1) (b) GDPR. Once the order has been fully processed, the image files in question will be completely deleted, unless we have agreed otherwise with you.
2.2 We pass your payment data on to the contracted credit institution as part of payment processing, where this is necessary for payment processing. The legal basis for passing on the data is Art. 6(1)(b) GDPR.
3.1 The applicable data protection law grants you comprehensive data subject rights (rights of access and intervention) vis-à-vis the controller with regard to the processing of your personal data, about which we inform you below:
3.2 RIGHT OF OBJECTION
IF WE PROCESS YOUR PERSONAL DATA ON THE BASIS OF OUR OVERRIDING LEGITIMATE INTEREST WITHIN THE SCOPE OF A BALANCING OF INTERESTS, YOU HAVE THE RIGHT AT ANY TIME, FOR REASONS ARISING FROM YOUR PARTICULAR SITUATION, TO OBJECT TO THIS PROCESSING WITH EFFECT FOR THE FUTURE.
IF YOU EXERCISE YOUR RIGHT TO OBJECT, WE WILL STOP PROCESSING THE AFFECTED DATA. HOWEVER, FURTHER PROCESSING REMAINS POSSIBLE IF WE CAN DEMONSTRATE COMPELLING LEGITIMATE GROUNDS FOR THE PROCESSING THAT OVERRIDE YOUR INTERESTS, FUNDAMENTAL RIGHTS AND FREEDOMS, OR IF THE PROCESSING SERVES TO ESTABLISH, EXERCISE OR DEFEND LEGAL CLAIMS.
IF YOUR PERSONAL DATA IS PROCESSED BY US FOR DIRECT MARKETING PURPOSES, YOU HAVE THE RIGHT TO OBJECT AT ANY TIME TO THE PROCESSING OF YOUR PERSONAL DATA FOR SUCH MARKETING. YOU CAN EXERCISE THIS OBJECTION AS DESCRIBED ABOVE.
IF YOU EXERCISE YOUR RIGHT TO OBJECT, WE WILL STOP PROCESSING THE AFFECTED DATA FOR DIRECT MARKETING PURPOSES.
How long personal data is stored depends on the respective legal basis, the processing purpose and — where applicable — the relevant statutory retention period (e.g. commercial and tax retention periods).
When personal data is processed on the basis of your explicit consent under Art. 6(1)(a) GDPR, the data concerned is stored until you withdraw your consent.
Where statutory retention periods apply to data processed under Art. 6 (1) (b) GDPR for contractual or pre-contractual obligations, that data is routinely deleted once the retention periods have expired, provided it is no longer required for performing or initiating the contract and/or we have no legitimate interest in keeping it.
When personal data is processed on the basis of Art. 6(1)(f) GDPR, this data is stored until you exercise your right to object under Art. 21(1) GDPR, unless we can demonstrate compelling legitimate grounds for the processing that override your interests, rights and freedoms, or the processing serves to assert, exercise or defend legal claims.
When personal data is processed for direct marketing purposes on the basis of Art. 6(1)(f) GDPR, this data is stored until you exercise your right to object under Art. 21(2) GDPR.
Unless the other information in this notice on specific processing situations indicates otherwise, stored personal data will otherwise be deleted once it is no longer necessary for the purposes for which it was collected or otherwise processed.