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Terms and Conditions

1. Validity

1.1 The following general terms and conditions (GTC) are an integral part of all transactions with TPWD AG. The customer's GTC shall only apply to the extent that they correspond to these GTC. This also applies even if TPWD AG provides services without reservation while being aware of the customer's conflicting GTC.

1.2 By accepting the delivery or using the service, the customer agrees to these GTC, even if they have not been expressly included in the contract.


2. Creation and Programming of Websites and Online Applications

2.1 If the creation or programming of websites or online applications is agreed upon, the customer receives a simple usage right that entitles them to use these for the contractually agreed-upon purposes. If a purpose is not expressly agreed upon, the purpose is considered to be the presentation of the customer, product, or project on the internet. Websites designed or created as part of an offer or order, as well as their source code, are protected by copyright and may not be resold without the consent of TPWD AG. Deviations from this may be agreed upon separately in the contract.

2.2 Due to the various configuration options of browsers, it is unavoidable that the display and functionality of websites may deviate from the agreement with specific configurations. The obligation of TPWD AG is therefore limited to creating websites that meet the agreed-upon criteria for the most commonly used configuration at the time of completion. The obligation does not extend to designing websites to display or function as agreed upon on future browser versions.

2.3 The customer is obliged to provide TPWD AG with all materials and information necessary for order fulfillment free of charge. The customer guarantees that all materials provided by them do not violate applicable law and are free of third-party rights.

2.4 TPWD AG reserves the right to mention the customer as a reference and to refer to the customer's websites, provided they are publicly accessible. The customer is obliged to publish a reference to TPWD AG, for example in the imprint, on websites created by The People Who Do TPWD.

2.5 The provisions in sections 2.1 to 2.4 apply accordingly to the creation of concepts, designs, graphics, animations, programs, scripts, and similar services.


3. Inclusion in Search Engines

If the inclusion of websites in search engines or internet directories is agreed upon, the service is considered to be the registration of the respective website with the respective search engine service. Since the operator of the respective search engine decides on the inclusion and the timing of the entry, the actual inclusion of entry data in a search engine is not necessary to fulfill TPWD AG's obligation.


4. Continuing Obligations

4.1 If an ongoing obligation is agreed upon, the customer and TPWD AG can terminate the contract in writing without providing reasons with four weeks' notice to the end of the month, or in the case of an agreed minimum contract duration, at the end of this period. In the case of a minimum contract duration, the contract will be automatically extended for the minimum contract duration, unless it is terminated with four weeks' notice to the end of the respective contract period.

4.2 If the contract start date or end date is not the first day of a month, such months will be calculated on a pro-rata basis. TPWD AG reserves the right to change fees at the beginning of a billing period. Fee changes will be communicated to the customer at least four weeks before they take effect via email or letter. In the event of a fee increase, the customer has the right to terminate the contract without notice within one month.


5. Offers, Deadlines, and Prices

5.1 Unless otherwise stated, offers and deadlines are non-binding. In this case, orders require written confirmation by TPWD AG to be effective.

5.2 Unless otherwise stated, all prices are exclusive of the applicable value-added tax.


6. Terms of Performance and Payment

6.1 TPWD AG is entitled to request partial payments in a reasonable amount and, for continuing obligations, advance payments of monthly fees.

6.2 The place of performance for all deliveries and services is Berlin, Germany.


7. Reservation of Ownership and Assignment

7.1 TPWD AG reserves ownership of delivered items or carried-out orders until payment of all claims arising from the business relationship.

7.2 The transfer of rights is subject to the condition that the customer pays all claims from the business relationship, including all claims from previous transactions.


8. Warranty

If provisions of warranty law are applicable, minor deviations of delivered items do not constitute defects as far as they are reasonable for the customer. The customer is obliged to examine an order immediately for any defects, quantity deviations, or incorrect deliveries. In the case of defective performance, the customer must report the defect without delay, or in the case of a defect that can be recognized through careful examination, within one week after completion. If the customer is a merchant and fails to report the defect promptly, in compliance with deadlines and form, the completion will be considered approved with respect to this defect. In the case of a properly reported material defect, the customer can demand a reduction in price or withdrawal if TPWD AG has not remedied the defect through two attempts.


9. Liability

Claims arising from impossibility of performance, positive breach of contract, fault at the time of contract conclusion, and unlawful acts are excluded for both TPWD AG and its agents or subcontractors, except in cases of intentional or gross negligence. The customer indemnifies the agency from any claims by third parties and any expenses resulting from the improper use of materials, content, or domains.


10. Force Majeure

Force majeure events entitle TPWD AG to postpone the performance for the duration of the obstruction and a reasonable start-up period or to withdraw from the contract in whole or in part. Force majeure events include, in particular, government interventions and orders, fire, floods, traffic blockades, lockouts, energy shortages, server failures, strikes, mobilization, and war.


11. Set-off and Right of Retention

11.1 The customer may only set off claims against TPWD AG with uncontested or legally established counterclaims.

11.2 The customer may assert a right of retention or refusal to perform only on the grounds of uncontested or legally established counterclaims.


12. Confidentiality

TPWD AG treats the customer's documents and data confidentially. The agency's employees are bound to data protection.

The customer is obliged to keep all user IDs, passwords, and access details provided by TPWD AG for the purpose of contract fulfillment confidential. The customer is liable for damages resulting from a breach of this obligation.


13. Data Protection

13.1 The People Who Do TPWD, in accordance with ยง 33 of the German Federal Data Protection Act (BDSG), informs that personal data are stored as part of contract processing. These may be transmitted to subcontractors, cooperation partners, third parties involved in domain registration, and operators of search engines to the extent usual. Personal data are only collected, processed, or used if the customer consents or a legal provision allows it.

13.2 Given the current state of technology, it is not possible to rule out unauthorized third parties gaining knowledge of transferred data during data transmission over the internet. The customer is aware of this risk and accepts it.


14. Miscellaneous

14.1 Changes or additions to the underlying GTC and ancillary agreements are only valid when agreed upon in writing. The waiver of this written

form requirement also requires written form.

14.2 If any provision in the GTC or an agreement in the underlying contract is or becomes wholly or partially ineffective or unenforceable, the validity of the other provisions and agreements remains unaffected. The same applies if there is a gap in the provisions. In place of an ineffective or unenforceable provision or to fill the gap, an effective provision is deemed to be agreed upon that comes as close as possible to the purpose and intent of the contract in a legally effective manner.

14.3 The place of jurisdiction is Berlin. The laws of the Federal Republic of Germany apply. This also applies if the customer is based abroad.