Our General Terms and Conditions
§ 1 Scope of Application
§ 1.1. The following General Terms and Conditions apply to all written agreements and contracts and services of made2GROW GmbH (hereinafter referred to as made2GROW), provided that the client is an entrepreneur, a legal entity under public law or a special fund under public law.
§ 1.2. By accepting the delivery or utilizing the service from made2GROW at the latest, the client declares their agreement with the Terms and Conditions, even if they have not been expressly included in the contract. The Terms and Conditions can be accessed and printed out at any time on the Internet at made2grow.de.
§ 1.3. These Terms and Conditions apply exclusively. Conflicting or deviating terms and conditions of the client shall not be recognized.
§ 2 Offers, Contracts, and Contract Disclosures
§ 2.1. Offers from made2GROW are always subject to change and non-binding, unless otherwise stated in the offer. A contract is only concluded when made2GROW confirms an order or order confirmation in writing or when the customer signs an offer or order and returns it in writing. Should cost increases occur before the order is executed, the customer will be notified of these in good time and they will take effect upon receipt of the notification. If the costs exceed the order amount by more than 5%, the customer shall be granted the right to withdraw from the existing contract within one month. The services rendered up to that point shall be remunerated as contractually agreed.
§ 2.2. In the event that made2GROW concludes a written contract with the customer for the deliveries or services to be provided, this contract regulates the details of the business relationship with the customer. The contract must always be concluded in writing. If the customer does not immediately object to an order confirmation, made2GROW may demand remuneration for deliveries already made and services already provided as well as compensation for expenses incurred in the meantime.
§ 2.3. The scope of the services to be provided by made2GROW (of services, manufacturing and production services) is to be estimated within the framework of the respective individual contracts by specifying an estimated volume of services in person-days or person-hours.
§ 3 Terms of Payment
The amount of remuneration and the invoicing method are based on the respective contractual agreement. Invoices are due upon receipt without deduction. If payment has not been received 30 days after the due date, made2GROW may charge interest on arrears at the statutory rate.
§ 4 Credit Check
§ 4.1. made2GROW is entitled to check the creditworthiness of the customer.
§ 4.2. If, on the basis of this credit check, it cannot be ruled out that the future enforcement of claims against the customer will be associated with considerable difficulties, made2GROW is entitled to refuse the order.
§ 5 Third-Party Involvement
§ 5.1. made2GROW is entitled to use the assistance of third parties to fulfill its contractual obligations to the customer.
§ 5.2. The customer shall be liable for third parties who work for the customer in the area of activity of made2GROW at the instigation of or with the acquiescence of the customer, in the same way as for vicarious agents. Insofar as made2GROW does not fulfill its obligations to the customer in whole or in part or does not fulfill them on time due to the conduct of these third parties, made2GROW shall not be responsible for this.
§ 6 Third-Party Rights, Data Security, and Content
§ 6.1. The customer shall indemnify made2GROW against all third-party claims relating to the data and materials provided. The customer is obliged to observe the copyright and rights of third parties with regard to the data and materials provided. In addition, the customer must have permission to publish and/or modify these data and materials. made2GROW is not able to check whether third-party claims are justified or unjustified in a specific individual case.
§ 6.2. The customer is obliged to make backup copies of all data and materials sent to made2GROW, regardless of the form in which they are sent. made2GROW is not liable for the loss, damage or alteration of the data and materials.
§ 6.3. The customer is prohibited from using the services of made2GROW for pornographic or other legally inadmissible content. The same applies if content violates the applicable law of the Federal Republic of Germany according to general legal opinion. The customer bears the burden of proof for the actual harmlessness of the content.
§ 7 Collaboration and Response Times
§ 7.1. Trusting cooperation between both parties is a prerequisite for a productive result. It is agreed that the parties shall inform each other immediately in the event of doubts about the correctness of the other party's approach or deviations from the agreed approach.
§ 7.2. Both parties nominate contact persons and their deputies who manage the execution of the contract for the nominating party in a responsible and competent manner.
§ 7.3. The respective party must notify us immediately if the named persons or contact persons change. Until such notification is received, the previously named contact persons and/or their deputies shall be deemed authorized to make and receive declarations within the scope of their previous representation.
§ 7.4. It is agreed that the contact persons will communicate the progress and problems that arise during the execution of the order at regular intervals. The purpose of this is to be able to react promptly to undesirable developments.
§ 7.5. The client must notify made2GROW immediately if its own information, specifications or requirements prove to be incorrect, incomplete, ambiguous or impracticable.
§ 7.6. The client is obliged to process and respond to inquiries from made2GROW within ten working days. If the client fails to comply with this timeframe, made2GROW is free to cease work on the project.
§ 8 Duty to Cooperate
§ 8.1. The client is obliged to cooperate. This means that it must support made2GROW in detail with regard to the services to be provided. To this end, it must ensure that it has the necessary number of its own expert employees at its disposal.
§ 8.2. The client shall provide made2GROW with all information, data and other documents required for the implementation of the joint project in good time. If it is necessary to convert the material provided into another format, made2GROW shall be reimbursed for the expenses incurred for this. The customer shall ensure that made2GROW receives the rights required to use these materials.
§ 9 Renumeration
§ 9.1. Unless expressly agreed otherwise, invoicing shall be based on the daily and hourly rates in offers and contracts from made2GROW.
§ 9.2. The regular business hours of made2GROW are Mondays to Fridays from 9:00 to 18:00. If, at the express request of the client, services are to be provided outside regular business hours, these can be invoiced plus a 100% surcharge.
§ 9.3. If the contractual services are rendered in parts, partial payment shall be due upon acceptance of the corresponding partial service.
§ 10 Travel Times and Fees
§ 10.1. The travel times incurred in the course of the execution of the contract shall be remunerated 100% as service times.
§ 10.2. All expenses such as travel and accommodation costs, out-of-pocket expenses and third-party claims for remuneration incurred in the course of the execution of the contract shall be borne by the client against proof.
§ 10.3. Travel expenses are reimbursed as follows:
Car use: € 0.50 per kilometer driven.
Flights, trains, rental cars, cabs and overnight stays: According to actual
Additional expenses for meals according to the rates recognized for tax purposes.
§ 10.4. The choice of means of transportation and hotel accommodation is made according to their availability and in consideration of economic proportionality.
§ 11 Services
§ 11.1. The services provided by made2GROW include the analysis, evaluation, creation and optimization of the customer's websites, including all necessary activities, registration with search engines, optimization of websites for search engines, the creation of online advertising materials and the planning and implementation of e-mailings. The preparation of drafts and all other activities that made2GROW performs for the customer are subject to a charge, unless expressly agreed otherwise.
§ 11.2. A deadline for the completion of the order only exists if this has been previously agreed in writing. made2GROW is not liable for damages incurred by the customer due to a possible delay in the fulfillment of the order. Even in the case of a performance deadline agreed in writing, made2GROW is not responsible for delays in performance due to force majeure or events that make performance significantly more difficult or impossible for made2GROW. In this case, made2GROW is entitled to postpone the service for the duration of the hindrance, plus a reasonable start-up period.
§ 11.3. The registration and/or optimization of websites with search engines is carried out by made2GROW to the best of its ability. However, made2GROW cannot guarantee the success and benefit of the registration and/or optimization, as the ranking factors of the search engines are not publicly known and are subject to constant change. made2GROW does, however, owe the client advice and information about the possibilities and, on request, evaluations of the current ranking of the commissioned keywords (automatically queried via software - made2GROW must keep this available at its own expense).
§ 12 Liability and Damages
§ 12.1. made2GROW undertakes to provide the services owed with the diligence of a prudent businessman.
§ 12.2. made2GROW is liable for intent and gross negligence.
§ 12.3. Claims for loss of profit are excluded.
§ 12.4. In the event of a loss of data or programs, made2GROW shall only be liable for the damage that could not be prevented even if the customer had carried out regular and reasonable data backups.
§ 13 Contract Period
The term of the contract is the term of the contract agreed in writing by the customer and made2GROW.
§ 14 Reservation of Title / Rights of Use
§ 14.1. made2GROW retains ownership of delivered goods and service results until the client has fulfilled all claims in connection with the respective contractual relationship, regardless of the legal grounds. This also applies to the transfer of rights of use.
§ 14.2. made2GROW transfers to the client the necessary rights of use for the agreed purpose. Any transfer of the rights of use to third parties requires the consent of made2GROW.
§ 14.3. The scope of the rights of use for standard software is governed by the corresponding provisions of the respective manufacturer.
§ 14.4. All ideas, drafts and designs, techniques and other working methods developed or used by made2GROW in the course of fulfilling the task remain the exclusive property of made2GROW, which reserves the exclusive rights to them.
§ 15 Confidentiality, Press Releases, and Data Protection
§ 15.1. Knowledge and experience shared and documents provided may only be used in relation to the contract and may not be made accessible to third parties, unless the purpose of the contract is to provide the content to third parties. This always excludes auxiliary persons, freelancers, subcontractors etc. who are called in to carry out the respective contractual relationship.
§ 15.2. Within the scope of the respective contractual relationship, the client undertakes to comply with all relevant data protection regulations in their respective current version.
§ 15.3. In addition, the parties agree to maintain confidentiality regarding the content of the respective contract and the knowledge gained during its execution.
§ 15.4. A confidentiality obligation shall also apply beyond the termination of the respective contractual relationship.
§ 15.5. made2GROW may name the client as a reference customer in image brochures and other media. made2GROW may also use the services provided for its own advertising without restriction.
§ 16 Non-Solicitation Clause
The client is only permitted to employ an employee of made2GROW for up to 12 months after completion of the order with the consent of made2GROW.
§ 17 Closing Agreements
§ 17.1. Amendments or additions to these Terms and Conditions must be made in writing. Verbal collateral agreements are invalid. Terminations must be made in writing.
§ 17.2. The place of jurisdiction for all disputes arising from this agreement is the registered office of made2GROW (Cologne).
§ 17.3. This agreement is subject to the law of the Federal Republic of Germany with the exception of the UN Convention on Contracts for the International Sale of Goods and private international law.
$ 17.4. Should individual provisions of these Terms and Conditions be wholly or partially invalid or lose their legal validity due to a later circumstance, this shall not affect the validity of the remaining provisions. In place of the invalid provision or to fill the gap, an appropriate provision shall apply which, as far as possible, comes closest to what the parties would have wanted if they had considered this point. The same applies to any loopholes in the agreement.
Last Updated: 22.12.2017