1.1 The following terms and conditions apply to legal transactions and services of Chathero UG (hereinafter referred to as "Chathero") with its clients. Conflicting terms and conditions or deviating conditions of the client shall not be recognised unless Chathero has agreed to their validity in writing.
1.2 The current version of these terms and conditions shall also apply to all future business transactions with the client, even if their validity is not specifically referred to again.
2.1 The scope of services is defined by the product/service description in the written offer of Chathero. Additional and/or subsequent changes to the product/service descriptions require written confirmation by Chathero.
2.2 The content of minutes of meetings transmitted by Chathero must be objected to immediately by the client if he does not wish to accept the content presented as valid against him.
2.3 Chathero is entitled to provide partial services, provided that these are reasonable for the client.
2.4 Without a separate agreement, Chathero is not obliged to hand over interim results, drafts, layouts, source files etc. belonging to the contractual service.
2.5 Without a separate agreement, the patent, sample, copyright and trademark protection or registration of the ideas, suggestions, proposals, concepts, drafts and other services provided within the framework of the contract is not owed.
2.6 The client bears the risk of the admissibility of the services of Chathero under competition and/or trademark law. Chathero does not check the services in legal terms. Competition, advertising, brand or other legal reviews are only the responsibility of Chathero if this has been expressly agreed in writing. In this case the client shall bear the additional costs incurred, e.g. by engaging a law firm. Chathero is not liable for the registrability of the designs and services under trademark law.
3.1 The client supports Chathero in the fulfilment of its contractually owed services. This includes in particular the timely provision of information, materials, data, including all access data as well as hardware and software, insofar as the cooperation services of the client require this. When placing the order, the client shall nominate by name a technically competent person authorized to make decisions as contact person for the contractor.
3.2 This person will provide the contractor with the documents and information required for the execution of his work.
3.3 Contents to be provided by the customer are to be made available in a common, directly usable digital format. The requirements in detail are defined in the service description of the offer. If a conversion of the content provided by the client into another format is necessary, the client shall bear the costs incurred for this according to the usual hourly rates of Chathero.
3.4 If the client realises that his own details, requirements or content are incorrect, incomplete, unclear or impracticable, he must inform Chathero immediately and of the consequences that are apparent to him.
3.5 Any cooperation services of the client that are owed within the framework of the contract shall not be remunerated or credited against the remuneration agreed with Chathero, unless expressly agreed otherwise.
4.1 Chathero is entitled to carry out the assigned work itself or to commission third parties to do so.
4.2 Chathero is entitled but not obliged to place orders for the production of advertising material and/or the acquisition of photographs, pictures or graphics of third parties in the name and for the account of the client, unless the client expressly states otherwise when placing the order. Chathero is entitled to accept terms and conditions customary in the industry at the expense of the client. The client hereby grants a corresponding power of attorney.
4.3 Chathero shall not be liable for services of third parties, which were commissioned in the name of the client in accordance with the above clause 4.2. or which Chathero has only mediated. This applies in particular to the services of photographers, models, printers, shipping service providers and other so-called letter shop services. Such services are generally only brokered by Chathero. The contract is concluded directly with the respective third party and the customer. In these cases the customer has to contact the respective third party that has provided the services directly.
5.1 Delivery/production deadlines and delivery/production dates are only binding if Chathero confirms the binding nature of the contract in writing. In any case, they shall only apply if the client has duly fulfilled any obligations to cooperate (e.g. procurement of documents, releases, provision of information, access data, pictures, films and other contents necessary for the fulfilment of the contract, preparation of service catalogues/specifications). The delivery/production period is extended in the event of unforeseen obstacles that are outside the control of Chathero, insofar as such obstacles demonstrably have a considerable influence on the delivery of the delivery item. The delivery period is extended according to the duration of such measures and obstacles. Chathero will inform the client immediately of the beginning and end of such obstacles.
5.2 Templates and drafts provided by Chathero are only binding in terms of colour, image, line or sound design when their corresponding implementation possibility has been confirmed in writing by Chathero.
5.3 If Chathero is in default with its services, it must first be granted a reasonable period of grace. If the grace period expires without result, the client may withdraw from the contract. Compensation for damages caused by delay can only be claimed up to the amount of the order value.
6.1 If the client wishes to change the contractually agreed scope of services, he shall inform Chathero in writing. Chathero will examine the change request of the client and its effects on the existing agreement. The examination shall be remunerated at the usual hourly rate of Chathero.
6.2 Chathero shall inform the client of the result of the examination. Chathero shall either submit a detailed proposal for the implementation of the change request or explain why the change request cannot be implemented. If the change is feasible, the parties to the contract will agree on the content of the proposal for the implementation of the change request. If an agreement is reached, the contract will be amended in this respect. If no agreement can be reached, the original scope of services will be retained.
6.3 Agreed deadlines will be postponed, if and insofar as they are affected by the change procedure, taking into account the duration of the examination, the vote on the change proposal and, if applicable, the change requests to be implemented plus an appropriate start-up period. Chathero will inform the client about the new deadlines.
7.1 If Chathero provides work services, the client is obliged to accept the services immediately.
7.2 If the client does not expressly accept the services of Chathero, these shall be deemed accepted 14 days after delivery.
7.3 Upon request by Chathero, the client is obliged to release also drafts and interim results, provided that these can be reasonably assessed.
7.4 Requests for changes after approval represent a change in service (see point 6).
8.1 Chathero grants the client all rights of use necessary for the use to the extent agreed upon for the order, upon settlement of all invoices concerning the order. In case of doubt, Chathero shall fulfil this obligation by granting non-exclusive rights of use within the territory of the Federal Republic of Germany for a limited period of time for the duration of the use of the advertising material and/or the design or programming. Any use beyond this, in particular editing and modification, requires the prior written consent of Chathero. Chathero is not obliged to grant this consent.
8.2 Rights of use for work that has not yet been fully paid for at the end of the contract shall remain with Chathero, subject to any other agreements made.
8.3 If photographs, images or graphics of third parties are acquired for the fulfilment of the contract (e.g. via picture agencies), the acquisition of related rights shall be made via Chathero, unless otherwise agreed. The licence fees incurred for this will be charged to the customer.
8.4 The transfer of rights of use from the client to third parties requires the prior written consent of Chathero.
8.5 The above provisions also apply to any use, even partial, of the works and services (presentations) presented or handed over by Chathero with the aim of concluding the contract, whether or not they are protected by copyright. This also applies to the use in modified or edited form and to the use of the ideas underlying the works and services of Chathero, insofar as these have not been reflected in the previous advertising material of the client. Rights of use shall only be acquired here if a separate contract is concluded for the use. Acceptance of a presentation fee does not constitute consent to use the work and services of Chathero.
8.6 Templates, files and other working materials (in particular negatives, models, original illustrations and the like), which Chathero creates or has created in order to provide the service owed under the contract, remain the property of Chathero. There is no obligation to surrender them. Chathero is not obliged to store them.
8.7 Chathero has the right to use all works created for the client in all media for self-promotion purposes. Insofar as the order includes the production of advertising material, an appropriate quantity of the advertising material shall be made available to Chathero free of charge for these purposes. Chatheron is entitled to name the client as reference.
9.1 Chathero invoices monthly. The billing is done at the end of each month. Payment is due 14 days after receipt of the invoice by the customer. Monthly billing is based on time and effort on an hourly basis and on a supplied activity report (Excel file). A final invoice is issued at the end of the respective order. Chathero is also entitled to invoice partial services.
9.2 All prices are exclusive of the respective applicable statutory value added tax.
9.3 The agreed prices do not include packaging, freight, postage, insurance or other shipping costs. These costs shall be charged to the client. Contributions to the social insurance for artists, fees for collecting societies (e.g. GEMA), customs duties, or other fees or charges, including those arising subsequently, will also be charged to the client.
9.4 If no remuneration has been agreed between the parties, the client shall pay Chathero's usual remuneration rates for this service.
9.5 In the case of advertising, the list prices of the advertising media valid on the day of publication are binding.
9.6 The client shall reimburse Chathero in full for any direct debit not redeemed or returned. Chathero can demand a lump sum of EUR 2.50 without any damage/expense statement. If the client has issued a direct debit authorisation, he undertakes to inform Chathero immediately of any change in his bank details.
9.7 Objections to Chathero's fee statements must be raised within two weeks of receipt of the invoice. This does not affect the due date of the invoice. Failure to raise objections in due time shall be deemed as approval.
9.8 The customer may only offset claims of Chathero against claims of Chathero with undisputed or legally established claims.
9.9 If the client is in arrears with the payment of an invoice, Chathero shall be entitled to suspend further work, even if it concerns another order, until full payment has been made.
9.10 Proposals by the client or his other cooperation do not affect the amount of the remuneration.
10.1 Chathero has freedom of design within the scope of the order. Warranty claims regarding the artistic design shall only exist if Chathero has not observed the recognised rules of the trade.
10.2 Insofar as Chathero provides services on the basis of the client's requirements and specifications (functional specifications and/or service description), the client must himself check that the requirements set meet his wishes and needs. Chathero is not obliged to check the requirements included in a functional specification or service description for their intended use.
10.3 The warranty obligation of Chathero is limited to rectifying an error within a reasonable period. The client retains the right to demand a reduction in payment or cancellation of the contract if the rectification of the defect fails.
10.4 The right to claim damages on the basis of regulations other than warranty law remains unaffected.
10.5 The limitation period for claims for defects is one year.
10.6 The contracts concluded between the parties can be terminated with a notice period of 6 weeks to the end of the quarter, unless otherwise agreed in the order. Terminations must be made in writing.
11.1 Chathero shall be liable without limitation in accordance with the statutory provisions in the event of intent and gross negligence, as well as for damages arising from injury to life, body or health, on the basis of the mandatory provisions of the Product Liability Act, as well as for the infringement of third party copyrights by the services used in accordance with the contract.
11.2 In the case of culpable breach of essential contractual obligations, Chathero shall be liable for the amount limited to the typically foreseeable damage. This is limited to the respective order value, in the case of continuous obligations to the remuneration to be paid in the respective calendar year. If the contract value in individual cases does not correspond to the typically foreseeable damage, the liability of Chathero is limited to the amount covered by Chathero's business liability insurance.
11.3 No further liability of Chathero exists. In particular, Chathero shall not be liable for third party damages, loss of profit or loss of data.
11.4 The above limitation of liability shall also apply mutatis mutandis to the legal representatives as well as employees and vicarious agents of Chathero.
12.1 Chathero is not responsible for materials and contents, especially pictures and graphics, provided by the client. Chathero is not obliged to check the materials and contents for possible legal violations. In particular, Chathero is not liable for provided pictures or film material.
12.2 In the event that claims are made against Chathero on the basis of the materials and contents, pictures, graphics or film material provided by the client, the client shall indemnify and hold Chathero harmless.
All delivered physical services remain the property (reserved goods) of Chathero until all monetary claims of Chathero from its business relationship with the client have been fulfilled in full, even if payments have been made for the specific service.
14.1 The contracting parties agree to maintain confidentiality regarding the content and conditions of this contract and the knowledge gained during its execution.
14.2 Chathero ensures that only those employees who are involved in the respective project have access to confidential information. The confidential documents made available to Chathero by the client will be destroyed by Chathero after completion of the contract (according to DIN 32757-1 security level 3 - on request and for an additional charge also security level 4 or 5) or returned to the client on request. Evaluation data and calculations will be deleted 6 months after the end of the project at the latest.
14.3 The client uses an offer received from Chathero only for his own purposes. All rights are reserved by Chathero. The offer or parts of the offer may not be copied, reproduced or processed, duplicated or distributed using electronic systems without prior written consent from Chathero.
14.4 Confidentiality also applies beyond the termination of the contractual relationship.
14.5 Upon request, the documents handed over in each case shall be handed over after termination of the contractual relationship, unless the other contractual party asserts a justified interest in these documents.
15.1 The client is advised that the personal data required for the handling of the user relationship are stored by Chathero on data carriers. The client expressly agrees to the collection, processing and use of his personal data.
15.2 The client agrees that personal data (inventory data) and other information concerning his usage behaviour (connection data), such as the time, number and duration of connections, access passwords, uploads and downloads, are stored by Chathero for the duration of the contract, insofar as this is necessary to fulfil the purpose of the contract. The client agrees to the collection and storage. The collected inventory data is also processed and used by Chathero to advise its clients, for self-promotion and market research for its own purposes and to design its services in line with requirements. The client can object to such use of his data. Chathero will not pass on this data to third parties without his consent. This only does not apply insofar as the data is publicly accessible anyway or Chathero is legally obliged to disclose such data to third parties, in particular to law enforcement authorities, or insofar as internationally recognized technical standards provide for this and the client does not object.
Chathero is entitled to use the client as a reference including logo insertion on the website.
17.1 Should a provision be or become void, the validity of the other provisions shall remain unaffected. In addition, the parties undertake to replace the void provision by a valid provision which comes as close as possible to the economic purpose of the invalid provision.
17.2 The place of performance and jurisdiction for all claims and legal disputes arising from the contractual relationship is the registered office of Chathero, if the ordering party is a merchant or a legal entity under public law.
17.3 German law applies exclusively, even if the ordering party has its registered office abroad.