TERMS AND CONDITIONS WEBPORTALIS
§ 1 General - Scope of application
- The legal relationship between us, the company webportalis PR Network GmbH & Co KG, Brückenstraße 34/1, 73037 Göppingen, hereinafter referred to as "webportalis", and entrepreneurs (“Unternehmer”) and governmental entities (“juristische Personen des öffentlichen Rechts”) (hereinafter referred to as "customer") in connection with our services is governed exclusively by these General Terms and Conditions (GTC). They do not apply if the contractual partner is a consumer within the meaning of Section 13 German Civil Code (BGB).
- The terms and conditions of webportalis apply exclusively. Deviating, conflicting or supplementary terms and conditions of the customer will only become part of the contract if and insofar as webportalis has expressly agreed to their validity. This requirement of consent applies in any case, e.g. even if webportalis provides the service without reservation in the knowledge of the customer's terms and conditions.
- Verbal collateral agreements must be documented in writing or in text form. Changes to the terms and conditions, including this formal requirement, as well as the agreement of dates or deadlines, which can be agreed as binding or non-binding, require confirmation by webportalis at least in text form in order to be binding.
§ 2 Conclusion of contract
- The offers of webportalis are subject to confirmation (“freibleibend”). Orders are only binding if webportalis confirms them or fulfills them by executing the order. Offers from webportalis do not represent offers in the legal sense. A contract is only concluded with a concrete order confirmation by webportalis.
- We are entitled to partially execute an order (partial performance) if the partial execution is usable for the customer within the scope of the contractual purpose, the execution of the remaining part of the order is ensured and the customer does not incur any significant additional work or additional costs as a result, unless we declare our willingness to assume these costs. Partial services are permissible under the aforementioned conditions, particularly in the case of multi-part orders.
§ 3 Service / scope of service and approval
- webportalis only checks the information provided by users in the registration form of the portals for plausibility. Webportalis does not carry out identity checks or background checks on current and future users. In case of suspicion of identity fraud or the use of the portals by other than journalists and bloggers, webportalis blocks their access immediately.
- The customer provides webportalis with all the material required for the presentation, such as images, texts, graphics, videos, etc. in the quality requested by webportalis at his own expense. webportalis can make technical changes as well as changes in the presentation, provided that these deviate only insignificantly from the content of the order.
- The customer expressly assures that he holds all rights necessary for the publication on webportalis (copyright, rights of use, etc. in sufficient temporal and spatial scope) at least for the duration of the presentation and a further 3 months thereafter without restriction and is also entitled to transfer to webportalis the necessary rights of use for passing on to the users of the portal. The customer must inform webportalis in text form of any deviating rights of use (such as blocking notices, “Sperrvermerke”) before handing over the material. The customer is and remains exclusively responsible for the content of the press information (text and image), which he expressly confirms again with the release of his presentation. The customer shall bear full responsibility for obtaining the necessary rights (e.g. rights of use) as part of his order and for making these available for at least the specified period. If third parties do assert claims against us arising from the infringement of copyrights, the customer shall indemnify us against such claims upon first request (in accordance with Section 7 para. 3 of these GTC).
- If the provision of documents and materials depends on the customer or a third party commissioned by the customer and if this provision fails for reasons for which webportalis is not responsible, the customer is not entitled to compensation for this reason.
- The same applies if the provision fails temporarily or permanently due to force majeure (unforeseeable events beyond the reasonable control of webportalis, which make the provision significantly more difficult or impossible and for which webportalis is not responsible). Such events include, in particular, fire, flooding, labor disputes, operational disruptions, strikes, official orders, pandemics/epidemics or similar events, power failures, viruses, etc., insofar as these are not operational risks.
- Insignificant impairments, in particular due to technical faults or necessary maintenance work for which webportalis is not responsible, do not entitle the customer to withdraw from the contract or claim damages.
- If webportalis becomes aware of an obstacle mentioned under § 3 No. 5 and 6, the customer will be informed immediately about the missing presentation possibility in all mentioned cases. If the obstacle entitles to a refund, services already rendered will be refunded immediately, if necessary pro rata.
- The service of webportalis is considered approved if the customer does not object to the service within the review period according to section 6 para. 1 of these GTC or makes another complaint.
§ 4 Remuneration
- The prices for the services of webportalis are based on the individual agreement with the customer or, if there is no individual agreement, on the price list communicated to the customer.
- Payments are to be made within 30 days of the invoice date without deduction.
- The customer is in default with the expiry of the payment period, at the latest, however, with a reminder from webportalis. In the event of late payment by the customer, webportalis is entitled to charge interest on arrears at a rate of 9 percentage points above the base interest rate as well as a lump sum of EUR 40 in accordance with section 288 para. 5 BGB.
- Offsetting against counterclaims of the customer or the withholding of payments due to such claims is only permitted if the counterclaims are undisputed or have been legally established or arise from the same order under which the service in question was provided.
- webportalis is entitled to block the customer's presentation if the customer is in default of payment despite two reminders without having raised justified objections to the invoice (right of retention).
§ 5 Term of the contract, termination
- All presences are automatically extended by the previous term if they are not terminated in writing three months before the end of the agreed presence period. In this case, the customer shall bear full responsibility for the continuation of the rights of use under § 3 No. 4. The possibility of termination for good cause remains unaffected.
- An important reason for termination for webportalis exists in particular if
a. the customer repeatedly defaults on payments, a significant deterioration or a significant threat to its financial situation occurs, in particular if the customer suspends payments, foreclosure proceedings are initiated or insolvency proceedings are dismissed for lack of assets;
b. the customer violates the obligation to comply with legal regulations, in particular if he violates or infringes copyrights, rights of use and/or personal rights and such a violation is not stopped or remedied within 10 days despite a written reminder from webportalis.
§ 6 Obligation of the customer to review and cooperate
- If webportalis has provided the agreed service, the customer will be informed of the final completion on the webportalis Internet portal. The customer reviews the proper execution of his order immediately, but at the latest within 10 working days after this notification. Complaints must be reported to webportalis during this period. If defects become apparent after this period that were not recognizable at this time, they must be reported immediately, otherwise the service is also considered approved in this respect.
- If the customer does not receive the declaration of completion of the work and availability in the online portal, the time at which the customer should reasonably have become aware of the services shall apply to the running of the period of 10 working days instead of the time of notification.
- As a duty to cooperate, the customer must provide the template for the online portal presentation in a timely manner and in an appropriately digitized form.
- Prior to the release of the customer material in the press portal or in the event of change requests by the customer, webportalis may have queries or renewed release requests to the customer. The customer is obliged to cooperate in the coordination and to check the drafts provided by webportalis to the customer for correctness and completeness. The drafts are considered approved if the customer does not send webportalis a (new) correction request within a period of 5 working days.
§ 7 Compliance with statutory regulations, third-party property rights
- The parties undertake to observe all laws, in particular the provisions of criminal law, data protection, copyright and trademark law. The customer also guarantees his compliance with all laws with regard to the materials handed over to webportalis (see section 3 para. 3 and 4 of these GTC).
- webportalis will adhere to the customer's specifications when executing the order and will only use the material provided by the customer to fulfill the order. It is again clarified that the customer is responsible for the compliance with copyright and, if necessary, for obtaining the necessary rights of use for his specifications and the material provided. The service of webportalis includes the execution of the agreed order, but in no case the clarification of the question whether the fulfillment of the contract by webportalis can lead to an infringement of the rights of third parties. webportalis is not obliged to carry out investigations. The risk that the publication through webportalis and the resulting use of third-party copyrights, the right of the persons depicted in their own image or other rights of third parties is borne exclusively by the customer.
- The customer is responsible for ensuring that no industrial property rights of third parties are infringed by materials delivered by him to webportalis within the scope of the order. The customer is obliged to indemnify webportalis upon first request from all claims made by third parties against webportalis due to such an infringement of industrial property rights and to reimburse webportalis for all reasonable expenses in connection with this claim, including any court and lawyer's fees incurred by webportalis for legal defense. This does not apply if the customer proves that he is neither responsible for the infringement of property rights nor should have been aware of it at the time of provision if he had exercised due commercial care. In the event that a third party asserts rights against webportalis that prevent webportalis from using the materials provided in accordance with the contract, webportalis will inform the customer of these claims immediately, insofar as this is legally permissible. The customer will support webportalis in the defense of such claims. The customer is obliged to inform webportalis immediately if he recognizes an infringement of third party rights or if he has indications of such an infringement.
- webportalis is entitled to temporarily block the customer's presentation if the content posted infringes the rights of third parties or if there is sufficient suspicion of such an infringement. A sufficient suspicion of illegality is given in particular if webportalis receives a warning (“Abmahnung”) from the allegedly injured party or is otherwise claimed for injunctive relief due to illegality of the posted content. In this case, the warned content can only be put back online if the customer has given an explicit order to do so and, if necessary, an appropriate security deposit has been made. As far as possible, the customer must be heard beforehand, otherwise notified immediately. The blocking must be limited to the possibly illegal content, insofar as this is technically possible and reasonable.
§ 8 Warranty and liability
- The liability of webportalis is limited to the essential contractual obligations (those whose fulfillment enables the proper execution of the contract and on whose compliance the contractual partner relies and may also rely, see section 3 of these GTC).
- Otherwise, the liability of webportalis for breach of other obligations, unauthorized actions and positive breaches of contract or culpa in contrahendo is limited to gross negligence and intent. In the event of slight negligence, the liability of webportalis is limited to compensation for reasonably foreseeable damage typical for the contract, even in the event of a breach of material contractual obligations.
- If the customer's own fault has also contributed to the occurrence or amount of the damage, this will be taken into account in the obligation to pay compensation. webportalis is liable to the extent that its fault has contributed to these causes.
- All limitations of liability shall not apply in the event of injury to life, limb or health. The same applies to fraudulently concealed defects, within the scope of a guarantee promise and for claims arising from product liability (“Produkthaftungsgesetz”).
- All claims of the customer, irrespective of the legal grounds, shall become time-barred after 12 months. This shall not apply in the case of intent and gross negligence, insofar as injury to life, limb or health is concerned, for fraudulently concealed defects, within the scope of a guarantee promise and for claims arising from product liability. Special statutory provisions for the limitation period (e.g. sections 438 para. 1 no. 1 and 2 BGB, para. 3, sections 444, 445b BGB) remain unaffected.
- The above limitation of liability also applies to the personal liability of employees, representatives and bodies of webportalis.
§ 9 Data protection and confidentiality
- Confidentiality is not guaranteed for unencrypted data transmitted over the Internet. An encryption method (PGP) is used at the customer's request.
§ 10 Other provisions
- With regard to all legal relationships arising from this contractual relationship, the contracting parties agree to the application of German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The contractual language is German. This English translation of the GTC is for convenience only.
- The place of performance for all services, including monetary payments, arising from the contract is the registered office of webportalis.
- If the customer is a merchant, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in the Federal Republic of Germany, the agreed place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Göppingen. However, we are also entitled to bring an action at the place of performance in accordance with these General Terms and Conditions or an overriding individual agreement or at the customer's registered office or before other competent courts. Mandatory statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.
§ 11 Severability clause
Should individual provisions of this contract be or become void or ineffective, the remaining contractual conditions shall remain effective.