Terms and Conditions

GENERAL TERMS AND CONDITIONS

1. Scope and conclusion of contract

1.1 The following General Terms and Conditions (GTC) apply to all legal transactions between onlyweb.biz (hereinafter referred to as “onlyweb.biz”) and its customers (hereinafter referred to as “client”). The subject of the GTC are contracts for work and services of an advertising agency, which it concludes with its customers in the areas of performance marketing. Conflicting terms and conditions of the client are already contradicted, so that they do not become part of the contract. Deviating conditions of the client are only accepted by onlyweb.biz after separate agreement.

1.2 The conclusion of the contract with onlyweb.biz takes place through the written declaration of acceptance of the offer (cost estimate) submitted in detail by onlyweb.biz with a description of the service, possible options, calculation and, if necessary, a time schedule. Acceptance (order placement) can be declared by the customer within one month after receipt of the offer. After that onlyweb.biz is no longer bound to the offer.

1.3 After the order has been placed, the client must prepare a briefing in which he informs onlyweb.biz of his wishes and the exercise of options within the framework of the cost estimate. If onlyweb.biz is informed of the briefing verbally or by telephone, onlyweb.biz will provide the client with a re-briefing by e-mail, which will then become a binding part of the contract if the client agrees to it. The re-briefing can also be replaced by a changed cost estimate, which the client must agree to.

1.4 As part of a loyalty obligation, onlyweb.biz undertakes to provide the client with objective advice geared towards the client’s objectives. This applies in particular to questions regarding the selection of third-party companies in the context of performance marketing. Unless the customer has expressly reserved a say, the selection of third parties takes place in accordance with the principle of a balanced relationship between economic efficiency and the best possible success in terms of the respective project.

2. Scope of Contract, Changes in Services, Ethical Caveat

2.1 The contractually agreed scope of services of a respective project is based on the respective order in accordance with Section 1.2 of these General Terms and Conditions, taking into account the briefing in accordance with Section 1.3. Non-agency services from third-party companies such as production planning and monitoring, printing costs, couriers, shipping and multimedia production and programming work, shootings, image rights and editing are not the subject of this contract and are usually charged to the client with reference to the original receipts. onlyweb.biz owes the agreed service, but not the intermediate steps leading to this result in the form of e.g. sketches, drafts, production data, etc..

2.2 onlyweb.biz will advise the client comprehensively on both the design options and the possible functionalities of a website if internet services and web design are commissioned. During the consultation, onlyweb.biz will take into account which target groups are to be addressed by the website and what purposes the client is pursuing with the website as a whole. onlyweb.biz will inform the client about the advantages and disadvantages of individual design and functional features as well as about general knowledge that onlyweb.biz has of the habits and needs of Internet users – e.g. with regard to loading times and the weighting of texts and graphic elements. However, industry-specific knowledge is not to be expected from onlyweb.biz. In particular, onlyweb.biz is not obliged to use surveys, investigations or other means of market research to gain specific knowledge about the habits and user behavior of people who are among the target groups of the website.

2.3 Within the framework of cost management, before the start of any external service that causes costs (e.g. photo shoots, print jobs, programming work, etc.) that are not covered by the agreed remuneration or are provided by third parties, the client will receive corresponding cost estimates from the third party providers before these costs are triggered in text form. The external costs are to be approved by onlyweb.biz. onlyweb.biz will only start with the implementation of external services that cause costs if the customer has given approval for this. onlyweb.biz is not responsible for delays caused by a late approval of costs.

2.4 The client can agree changes or extensions to the contractually agreed scope of services with onlyweb.biz during a project. The prerequisite is that this does not endanger the success or the results intended with the project and that the capacities of onlyweb.biz are not overloaded. Without a corresponding agreement, the originally agreed deadlines, remuneration rates and service content remain the same. However, the customer also has the right to compensate for the additional expenses incurred as a result of changes by waiving other parts of the service, provided that onlyweb.biz can reasonably be expected to do so. If the additional order affects the timing of the other services, this must also be regulated in the relevant additional order.

2.5 The relevant dates and milestones for a project are specified in the order or a corresponding annex and form a binding contractual basis between the parties. If, as the project progresses, it becomes apparent that meeting deadlines is at risk, onlyweb.biz will immediately inform the client of this in writing.

2.6 In the event that the client wishes to edit or publish material during a project which was not known at the time the contract was concluded and which, in the opinion of onlyweb.biz, is ethically unacceptable or could damage the reputation of onlyweb.biz (e.g. pornographic depictions, national socialist ideas), onlyweb.biz is entitled to terminate the contract with immediate effect and to invoice all costs incurred up to that point.

2.7 The client will support onlyweb.biz to the best of his ability in the implementation of the contractually agreed services and in particular will promptly check and approve draft concepts, suggestions, design or print templates, logo drafts, screen design and programming suggestions. Such approvals are then a binding starting point for the further provision of services by onlyweb.biz. To the extent that test runs or acceptance tests, presentations or other meetings become necessary or expedient, Customer will assign competent employees to attend the meetings who are authorized to make all necessary or appropriate decisions for Customer.

3. Customer’s obligations to perform and cooperate

3.1 The client will support onlyweb.biz to the best of his ability in the implementation of the contractually agreed services and in particular will promptly check and approve draft concepts, suggestions, design or print templates, logo drafts, screen design and programming suggestions. Such approvals are then a binding starting point for the further provision of services by onlyweb.biz. To the extent that test runs or acceptance tests, presentations or other meetings become necessary or expedient, customer will assign competent employees to attend the meetings who are authorized to make all necessary or appropriate decisions for customer.

3.2 If there are delays in this work process for reasons for which the client is responsible, which leads to a postponement of the schedule, onlyweb.biz reserves the right to recalculate certain services offered and, in accordance with Section 4.3. of the General Terms and Conditions to demand an increase in remuneration.

3.3 The customer shall provide onlyweb.biz with all data and documents required for the implementation of the project free of charge. All work documents are treated with care by onlyweb.biz, protected from access by third parties and only used to develop the respective order. If a return of the data is desired, the client must notify this in writing upon handover. Otherwise, the data will be archived or destroyed after payment of the agreed fee. Upon request, the client will make all texts and materials required for production available to onlyweb.biz in digital form. The customer is also obliged to participate appropriately in the development, production and maintenance of a contractual website within the scope of what is reasonable. In particular, he is also obliged to provide the information required for the development, production and maintenance of the website.

3.4 The customer is responsible for setting up and maintaining his IT infrastructure and any host providing for an online shop or websites. onlyweb.biz never assumes system responsibility in this respect. This is always the responsibility of the client’s contractual partner acting as an external service provider. Accordingly, onlyweb.biz is not responsible for the website being placed on the World Wide Web or for the accessibility of the website via the Internet. Furthermore, onlyweb.biz is not obliged to procure an internet domain. Providing access to the Internet (access providing) is also not part of onlyweb.biz’s service obligations. However, onlyweb.biz assigns all existing claims from the subcontractor contract against the relevant third-party service provider to the client in advance when the contract is concluded. The client accepts the assignment.

3.5 In connection with a commissioned project, the client will only award contracts to other agencies or service providers after consultation and in agreement with onlyweb.biz.

4. Compensation

4.1 The remuneration agreed in the contract or offer (cost estimate) applies. Unless otherwise contractually agreed, payments are due immediately upon receipt of the invoice and must be made within 14 days without deduction. If the client defaults on a payment, onlyweb.biz can charge a reminder fee of €10 per reminder level in addition to the statutory default interest. The right to assert further damage remains unaffected by this regulation.

4.2 onlyweb.biz is entitled to issue partial invoices for the calculated fee and third-party costs as follows: 1/3 after the order has been placed, 1/3 after the concept/layout presentation or after 50% of the agreed services have been provided, 1/3 after the project has been completed . In this respect, partial services do not have to be available in a form that can be used by the client and can also be available as a pure working basis on the part of onlyweb.biz.

4.3 If the implementation of the project is delayed for reasons for which the client is responsible, onlyweb.biz can demand an appropriate increase in payment and appropriately postpone the agreed schedule. In the event of intent or gross negligence on the part of the client, onlyweb.biz can also assert claims for damages. The assertion of further damage caused by default remains unaffected.

4.4 In the event of unilateral change requests or cancellation of orders and other services by the customer and/or if the conditions for the provision of services change, onlyweb.biz will be reimbursed by the customer for all costs incurred and onlyweb.biz released from any liabilities to third parties, provided the customer is responsible for them .

4.5 If the client cancels, terminates or delays an order during a project for reasons for which the client is responsible, the client undertakes to pay for the services provided by onlyweb.biz to date, but at least 25% of the agreed total remuneration. The customer reserves the right to prove actually lower services or higher expenses. A fundamental claim to the completion of the works and work after the order is aborted, terminated or delayed on the part of the customer does not apply.

4.6 In the event of changes or extensions to the scope of the contract in accordance with Section 2.3 of these General Terms and Conditions, the contracting parties will make an appropriate adjustment to the concluded contract, which is based on the calculation basis on the already agreed remuneration regulation, alternatively on the fees of the AGD collective agreement valid at the time of the commissioning oriented towards design achievements. In any case, the prerequisite for the payment of changes or additional services is that the customer has issued a written additional order with which an agreement on the additional payment has been made.

4.7 All prices stated in offers and orders and the resulting amounts to be paid do not include the applicable statutory sales tax.

4.8 If the agreed remuneration is not paid or not paid on time, onlyweb.biz reserves the right of retention to stop or suspend production orders or to reclaim data (which were handed over before payment of the remuneration on the basis of separate agreements) and works that have already been produced from the client in full and in perfect condition . The customer bears the resulting costs.

5. Terms of Delivery, Passing of Risk

5.1 If the client is a consumer, onlyweb.biz bears the shipping risk in any case, regardless of the type of shipping. If the customer is an entrepreneur, all risks and dangers of the shipment are transferred to him as soon as the goods have been handed over by onlyweb.biz to the commissioned transport company.

5.2 Agreed delivery periods and delivery dates are only binding if the client has fulfilled any obligations to cooperate in accordance with Section 3 of these General Terms and Conditions in good time and the dates have been confirmed in writing by onlyweb.biz. If there are delays for which the client is responsible, onlyweb.biz can no longer guarantee that deadlines will be met on time.

6. Confidentiality

Both parties, including all employees and other third parties involved in the project who have access to information from the other party and/or the contractual services, mutually undertake to maintain absolute confidentiality with regard to such information from third parties who are not involved and to protect this confidentiality unconditionally. If data and information are subject to strict confidentiality due to their nature, they must be marked as such by the client. Confidentiality does not apply to information that is generally accessible, has been published by the other contracting party itself or has become known from third parties. The party invoking the exception bears the burden of proof for such an exception.

7. Copyrights, Rights of Use

7.1 The works developed as part of a project by onlyweb.biz or your third-party service providers are protected as personal intellectual creations by copyright law. This regulation is also deemed to have been agreed if the level of originality required under copyright law has not been reached in the individual case.

7.2 onlyweb.biz grants the client the non-exclusive right to use the works delivered by onlyweb.biz for the contractually agreed purposes and to the contractually agreed extent for all types of use known at the time the contract was concluded. The transfer of the rights of use applies to the territory of the Federal Republic of Germany. Uses that go beyond this area require a separate written agreement. All transfers of rights of use are subject to the condition precedent that the contractually agreed remuneration has been paid in full to onlyweb.biz.

7.3 In the case of Internet services and multimedia productions, the release of source codes and open files is not part of the simple right of use. In principle, data in the form of the agreed service is only released to the customer or third parties commissioned by him in closed, non-editable files. Should the customer wish for the publication of open files, this requires an agreement and a separate remuneration regulation. Changes to open or editable data by the customer or third parties commissioned by him require the written consent of onlyweb.biz.

7.4 If works are created by third parties (in particular photographers, illustrators, photo models, web designers and other creative people), onlyweb.biz will ensure that the agreed rights of use and exploitation of the third party are obtained and transferred to the client.

7.5 Suggestions and other cooperation or involvement of the client and/or his employees have no influence on the amount of the agreed remuneration and do not establish any joint copyright to the works and works developed and created. Rights of use for designs rejected or not executed by the customer remain with onlyweb.biz. If the customer uses such advertising ideas and/or drafts from onlyweb.biz or third parties commissioned by them that achieve a work quality outside of or after the end of the contract, a separate remuneration agreement must be made.

7.6 onlyweb.biz may sign the advertising material it develops appropriately and in a way that is customary in the industry, publish the order placed for self-promotion and present itself in the imprint including a link to www.onlyweb.biz, provided that no confidential information of the client is disclosed. This signing and advertising use can be excluded by a corresponding separate agreement between onlyweb.biz and the client.

7.7 The services and works of onlyweb.biz may not be changed by the customer or third parties commissioned by the customer, either in the original or in the reproduction or passed on to third parties. Any imitation, including parts of the work, is not permitted. The transfer of granted rights of use to third parties and/or multiple uses are, unless regulated in the initial order, subject to a fee and require the consent of onlyweb.biz.

7.8 For each case of culpable infringement of one of the above provisions, a contractual penalty is due, which onlyweb.biz will determine at its reasonable discretion and which, in the event of a dispute, can be reviewed by the competent regional court with regard to its fairness. onlyweb.biz has a right to information about the scope of use.

8. Complaints, warranty

8.1 onlyweb.biz is liable for defects in the services and works delivered in accordance with the statutory provisions. A warranty period of one year applies to the warranty, including contractual claims for damages, if the customer is an entrepreneur. If the client is a consumer, a warranty period of two years applies. If the transaction is a commercial transaction for both parties, the commercial obligation to give notice of defects in the appropriate Montegrin law applies.

8.2 Within the scope of each order there is artistic freedom of design. Complaints regarding the artistic design are excluded. If the customer requests changes during or after production, he must bear the additional costs caused by this.

8.3 In the case of color reproductions in all manufacturing processes, minor deviations from the original cannot be objected to, provided they are within the usual tolerances according to the state of the art. The same applies to the comparison between proofs and print runs as well as the comparison between other templates (e.g. digital proofs, proofs) and the end product. Excess or short deliveries of printed products of up to 10% of the ordered edition cannot be objected to. Charged will be the amount sent.

8.4 onlyweb.biz is only liable for deviations in the quality of the material used up to the amount of its own claims against the respective sub-supplier. In such a case, onlyweb.biz is released from liability if onlyweb.biz assigns its claims against the subcontractor to the client.

9. Liability

9.1 onlyweb.biz has unlimited liability for damage resulting from injury to life, limb or health that is based on an intentional or negligent breach of duty and for other damage that is based on an intentional or grossly negligent breach of duty or fraudulent intent. In addition, onlyweb.biz is fully liable for damages that are covered by liability under mandatory statutory provisions, such as the Product Liability Act.

9.2 In the event of slight negligence, onlyweb.biz shall only be liable in the event of a breach of essential contractual obligations (cardinal obligations). Otherwise, the pre-contractual, contractual and non-contractual liability of the provider is limited to intent and gross negligence, whereby the limitation of liability also applies in the event of the fault of a vicarious agent of onlyweb.biz.

9.3 onlyweb.biz assumes no liability towards the customer for orders placed with third parties in the name and on account of the customer. In these cases onlyweb.biz only acts as an intermediary.

9.4 onlyweb.biz’s liability for data loss is limited to the typical recovery effort that would have occurred if the client had made regular data backups appropriate to the risk, unless the breach of duty is intentional or grossly negligent.

9.5 The customer bears the risk of the legal admissibility of the measures developed and implemented by onlyweb.biz. This applies in particular in the event that the actions and measures violate the provisions of competition law, copyright law and special advertising law. However, onlyweb.biz is obliged to point out legal risks if they become aware of them in the course of their work. The customer exempts onlyweb.biz from third-party claims if onlyweb.biz has acted at the express request of the customer. If onlyweb.biz considers an examination under competition law by a particularly competent person or institution to be necessary for a measure to be carried out, the client shall bear the costs for this after consultation with onlyweb.biz. onlyweb.biz is not responsible for content provided by the client. In particular, onlyweb.biz is not obliged to check the content for possible legal violations.

9.6 onlyweb.biz is not liable for factual statements that may be contained in the advertising measures in relation to the client’s products and services. onlyweb.biz is also not liable for the design, copyright and trademark protection of the ideas, suggestions, proposals, concepts and drafts provided as part of the order.

9.7 If third parties make claims against onlyweb.biz due to possible violations of the law resulting from the content of a contractual website, the customer undertakes to indemnify the provider from any liability and to reimburse the provider for the costs incurred due to the possible violation of the law.

10. Collecting societies, artists’ social security fund

10.1 Copyright claims of third parties, especially if they are managed by collecting societies for special remuneration to compensate for copyright and ancillary copyrights as well as the right to one’s own picture, shall be borne by the client. onlyweb.biz will inform the customer in good time before using the material in cases in which such a claim by a third party becomes apparent. The client undertakes to pay any fees incurred to collecting societies such as Gema. If these fees are disbursed by onlyweb.biz, the client undertakes to reimburse these onlyweb.biz against proof. This can also be done after the end of the contractual relationship.

10.2 The client is hereby informed that when an order is placed in the artistic, conceptual and advertising consulting area to a non-legal person, an artist’s social security contribution must be paid to the artist’s social security fund. This fee may not be deducted from the onlyweb.biz invoice by the customer. The client is responsible for compliance with the obligation to register and submit. If onlyweb.biz makes a submission because of this fee, the client is obliged to reimburse onlyweb.biz for these costs against proof.

11. Media Planning and Media Execution

11.1 Commissioned projects in the field of media planning are carried out by onlyweb.biz to the best of its knowledge and belief on the basis of the media documents available to it and the generally accessible market research data. onlyweb.biz does not owe the client any specific advertising success through these services.

11.2 onlyweb.biz can consider benefits, special conditions and discounts in the sense of the client in the media circuit and pass them on to the client or use them to cover services from onlyweb.biz within the scope of this order.

11.3 In the case of extensive media services, onlyweb.biz is entitled, after consultation, to charge the client for a certain proportion of the third-party costs and to book the corresponding media only after receipt of payment. onlyweb.biz is not liable for any non-compliance with a switching date due to late receipt of payment. A claim for damages by the client against onlyweb.biz does not arise as a result.

12. Final Provisions

12.1 The law of Montenegro shall apply exclusively, excluding the UN Sales Convention. If the customer is a merchant within the meaning of the Montenegrin law, a legal entity under public law or a special fund under public law, Podgorica in Montenegro is agreed as the place of jurisdiction for all disputes arising from or in connection with this contract.

12.2 All agreements that contain a change, supplement or specification of these contractual conditions, as well as special assurances and agreements that are subject to the written form are fulfilled by the text form in accordance with the Montenegrin law. The place of performance for all rights and obligations arising from this contract is Podgorica in Montenegro, unless the parties have agreed otherwise in individual cases.

12.3 The client is not entitled to assign claims from the contract to third parties. Offsetting against counterclaims is only permitted with undisputed or legally established counterclaims. The customer can only assert a right of retention if it originates from the same contractual relationship.

12.4 Should a provision of these General Terms and Conditions be wholly or partially invalid or lose their legal validity at a later date, this shall not affect the validity of the remaining provisions.