Terms and Conditions

1.1 The following Terms and Conditions govern the contractual relationship between Jansky Design (hereinafter referred to as "Agency") and its clients (hereinafter referred to as "Client"). These Terms and Conditions apply to all services provided by the Agency for the Client.

1.2 The Agency provides all services exclusively on the basis of these Terms and Conditions. Deviating, conflicting, or supplementary terms and conditions of the Client shall only become part of the contract if the Agency has expressly agreed to their validity.

1.3 These Terms and Conditions shall also apply to future business relationships with the Client without requiring a new agreement.

2.1 The Agency's offers are non-binding unless explicitly marked as binding.

2.2 A contract is only concluded with written confirmation of the order by the Agency or with the commencement of the execution of the order.

2.3 Changes or amendments to the order require written form to be effective. This also applies to the cancellation of this written form clause.

3.1 The Agency provides services in the areas of web design, web development, graphic design, online marketing, and other digital services. The exact scope of the services to be provided is defined in the respective order confirmation, the written offer, or a separate service description.

3.2 The Client is obligated to provide the Agency with all documents, information, and materials required for the provision of services in a timely manner and to support the Agency appropriately in the provision of the contractually owed services.

3.3 The Agency is not responsible for delays in the provision of services that are based on late or insufficient cooperation by the Client. In such cases, the Agency is entitled to postpone the completion date accordingly or to withdraw from the contract if the Client does not fulfill its obligations to cooperate even after the expiry of a reasonable grace period.

4.1 The remuneration for the services to be provided by the Agency is based on the respective order confirmation or the written offer. All prices are exclusive of the statutory value-added tax.

4.2 Unless otherwise agreed, the Agency is entitled to demand reasonable advance payments and/or to issue partial invoices corresponding to the services already provided.

4.3 Invoices from the Agency are payable within 14 days of invoicing without deduction. In case of late payment, the Agency is entitled to charge interest on arrears at a rate of 9 percentage points above the base interest rate. The assertion of further damages caused by delay remains reserved.

4.4 Additional changes or additions to the agreed scope of services requested by the Client after conclusion of the contract will be charged according to the Agency's current hourly rates, unless a new offer is agreed upon.

5.1 Performance dates or delivery periods are only binding if they have been expressly confirmed in writing by the Agency as binding.

5.2 Compliance with agreed deadlines requires the timely receipt of all documents, information, and materials to be supplied by the Client as well as compliance with the agreed payment terms and other obligations. If these requirements are not met, the deadlines shall be extended appropriately.

5.3 The Agency is not responsible for delivery and performance delays due to force majeure or due to events that make it substantially more difficult or impossible for the Agency to perform, even in the case of bindingly agreed deadlines. In this case, the Agency is entitled to postpone the service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part due to the part not yet fulfilled.

6.1 The Client is obligated to examine and accept the services provided by the Agency immediately after completion. Acceptance takes place through a written acceptance declaration by the Client or through conclusive behavior, in particular through the use or utilization of the services.

6.2 Immaterial defects do not entitle the Client to refuse acceptance.

6.3 In the event of a defect, the Client must first give the Agency the opportunity to remedy the defect within a reasonable period of time. The Agency may, at its own discretion, either remedy the defect or provide a new defect-free service.

6.4 The warranty period is 12 months from acceptance, unless the law prescribes longer periods.

6.5 For software, programming services, and technical implementations, the Agency cannot guarantee that the functions meet the requirements of the Client or work together in the selection made by the Client, unless this has been expressly stated in the contract.

7.1 All works, drafts, concepts, and ideas delivered by the Agency are protected by copyright. Upon full payment of the agreed remuneration, the Agency grants the Client the simple, spatially and temporally unlimited right to use these for the agreed purpose.

7.2 The transfer of more extensive rights of use requires a separate written agreement and is to be remunerated additionally.

7.3 The Agency is entitled to refer to its authorship on the created services in an appropriate form and to use these services for its own advertising, unless otherwise agreed.

7.4 Suggestions by the Client or other collaboration by the Client have no influence on the amount of remuneration and do not establish joint authorship, unless expressly agreed.

7.5 The Client assures that it is entitled to use all templates handed over to the Agency and that these templates are free from third-party rights. Should the Client, contrary to this assurance, not be entitled to use the templates or should the templates not be free from third-party rights, the Client shall indemnify the Agency against all third-party claims for compensation.

8.1 The contracting parties undertake to treat all knowledge of confidential information and trade secrets of the other contracting party obtained in the course of the initiation and execution of the contract as confidential for an unlimited period of time and to use them only for the purposes of executing this contract.

8.2 The processing of personal data takes place in accordance with the General Data Protection Regulation (GDPR), the Federal Data Protection Act (BDSG), and the Agency's privacy policy.

8.3 Insofar as the Agency processes personal data on behalf of the Client in the course of providing services, the parties will conclude a data processing agreement in accordance with Art. 28 GDPR.

8.4 The Client ensures that it has a sufficient legal basis for the processing of personal data that it transmits to the Agency and has obtained any necessary consents.

9.1 The Agency is liable without limitation for damages resulting from injury to life, body, or health that are based on a negligent or intentional breach of duty by the Agency, its legal representatives, or vicarious agents, as well as for damages that are based on intentional or grossly negligent breaches of duty or on fraudulent intent.

9.2 For slight negligence, the Agency is only liable for the breach of a material contractual obligation, the fulfillment of which is essential for the proper execution of the contract and on the compliance with which the Client may regularly rely (cardinal obligation). Liability is limited to the foreseeable, contract-typical damage.

9.3 Liability for indirect and unforeseeable damages, loss of production and use, loss of profit, loss of savings, and financial losses due to claims by third parties is excluded in the case of simple negligence.

9.4 Any further liability than provided for in this contract is excluded - regardless of the legal nature of the claim asserted. However, the above limitations or exclusions of liability do not apply to a legally prescribed strict liability or liability arising from a strict guarantee.

9.5 The Agency is not liable for the functionality of telephone lines, the power grid, or other network connections to its servers, or for failures or disruptions caused by third parties (e.g., other providers or network operators) or by force majeure.

10.1 Contracts with a fixed term can only be terminated before the expiry of the agreed term for good cause. In the case of work contracts, the Client is entitled to terminate the contract at any time. In this case, the Agency is entitled to the agreed remuneration minus saved expenses.

10.2 Good cause for extraordinary termination exists for the Agency in particular if the Client is more than 30 days in arrears with the payment of the remuneration or if the Client continues to violate essential contractual obligations despite a warning.

10.3 Any termination requires written form to be effective.

11.1 The Agency is entitled to name the Client as a reference client and to use the services provided in the context of its own advertising, unless there are conflicting interests of the Client.

11.2 The Agency is in particular entitled to refer to its authorship on the services provided in an appropriate form and to present its services in a reference list on its website or in other media.

12.1 Place of performance and exclusive place of jurisdiction for all disputes arising from this contract is, as far as legally permissible, the registered office of the Agency.

12.2 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

12.3 Side agreements, changes, and additions require written form to be effective. This also applies to the amendment or cancellation of this clause.

12.4 Should individual provisions of these Terms and Conditions be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a substitute provision that comes as close as possible to the purpose pursued with the invalid provision.

12.5 These Terms and Conditions are written in German. In case of contradictions between the German and a translated version, the German version shall prevail.