General Terms and Conditions

This translation is provided for information only. In the event of any discrepancy, the German version prevails.

Kohrmedia S.à r.l.
Esplanade de la Moselle 59
6637 Wasserbillig
Luxembourg

hereinafter: Kohrmedia S.à r.l.

General provisions

General

These General Terms and Conditions (GTC) apply to all contracts concluded between Kohrmedia S.à r.l. and the customer.
Kohrmedia S.à r.l. offers the customer various agency services. The specific scope of services is the subject of individual agreements between Kohrmedia S.à r.l. and the customer.
Kohrmedia S.à r.l. does not conclude contracts with consumers or private individuals.
Kohrmedia S.à r.l. is entitled, in its own name and for its own account, to award the required services to subcontractors, who may in turn also use subcontractors. Kohrmedia S.à r.l. remains the customer’s sole contractual partner in this respect. Subcontractors will not be used if it is apparent to Kohrmedia S.à r.l. that their use conflicts with legitimate interests of the customer.
To the extent that, in addition to these General Terms and Conditions, further contractual documents in text or written form have become part of the contract, the provisions of those further contractual documents take precedence over these General Terms and Conditions in the event of a conflict.
Kohrmedia S.à r.l. does not recognise any general terms and conditions used by the customer that deviate from these terms and conditions, subject to express consent.

Customer’s obligations to cooperate

If the customer provides Kohrmedia S.à r.l. with texts, images or other content, the customer must ensure that this content does not infringe the rights of third parties (e.g. copyrights) or other legal norms. In this connection, it is pointed out that Kohrmedia S.à r.l. is not legally entitled to provide legal advice services to the customer. In particular, Kohrmedia S.à r.l. is not obliged and is not legally able to review the customer’s business model and/or the works created or acquired by the customer itself (layouts, graphics, texts, etc.) for their compatibility with applicable law. In particular, Kohrmedia S.à r.l. will not carry out any trade mark searches or other checks for conflicts with intellectual property rights in relation to the works provided by the customer. To the extent that the customer issues specific instructions regarding the work to be produced, the customer is itself liable for them.
The customer is obliged to communicate the information, data, works (e.g. the data for the legal notice, graphics, etc.) and access credentials to be provided by it for the purpose of performing the order completely and correctly. The customer must further ensure that the instructions it issues are in accordance with applicable law.
Subject to deviating individual agreements, the customer is itself responsible for procuring the material for the provision of the agency services (e.g. graphics, videos) and shall make it available to Kohrmedia S.à r.l. in good time. If the customer does not provide it and does not give any further specifications either, Kohrmedia S.à r.l. may, at its own discretion and in compliance with copyright attribution requirements, use image material from common providers (e.g. stock photo service providers) or provide the relevant parts of the website with a placeholder.
If the conclusion of a data processing agreement under Art. 28 GDPR is required for individual parts of the order, both contracting parties undertake to conclude such an agreement, to be provided by Kohrmedia S.à r.l., before the start of the provision of services.
Kohrmedia S.à r.l. is in no respect responsible to the customer for delays and hold-ups in the implementation of projects that arise as a result of late (necessary) cooperation or contributions by the customer; the provisions under the heading “Liability/Indemnification” remain unaffected by this.
If the customer fails to comply with its obligations to cooperate under this clause, Kohrmedia S.à r.l. may invoice the customer for the additional expenditure incurred as a result (e.g. costs for stock photos and the time spent searching for them).

Online presences and technology

Website and shop creation (agile)

Unless deviating individual agreements have been made, the creation of new websites/shops or web/shop components or the extension of existing ones (hereinafter “website creation”) is carried out on the basis of agile methods. The other provisions of these General Terms and Conditions remain unaffected.
The subject matter of website creation contracts between Kohrmedia S.à r.l. and the customer is, in principle, the development of new websites or the extension of existing websites (e.g. integration of new interfaces or programming of new online applications) in compliance with the customer’s technical and/or design specifications. Website creation contracts concluded between the parties are contracts for work within the meaning of §§ 631 ff. BGB.
The services agreed in detail are set out in the contract individually concluded between Kohrmedia S.à r.l. and the customer. For this purpose, the customer first submits an enquiry to Kohrmedia S.à r.l. with the most precise possible description of the website content it wishes to have (design content such as images, layouts, logos, fonts and the like must, subject to deviating agreements, be specified and provided by the customer). This enquiry constitutes an invitation to Kohrmedia S.à r.l. to submit an offer. Kohrmedia S.à r.l. will, to the best of its knowledge and belief, check the customer’s ideas described in the enquiry for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and freedom from contradictions and will prepare an offer on the basis of the wishes arising from the customer’s enquiry. A contract between Kohrmedia S.à r.l. and the customer comes into being only upon the customer’s acceptance of the offer.
The customer may contribute customer requests at any time, provided that they are covered by the originally agreed scope of services. Such adjustments become part of the original contract if both contracting parties agree in text form (e.g. by e-mail). Otherwise, Kohrmedia S.à r.l. is obliged only to produce the functions/items listed in the contract or to provide the agreed service. Services going beyond this must be separately agreed and remunerated.
As soon as the website has been completed, Kohrmedia S.à r.l. will request the customer to accept the website.
A prerequisite for the activity of Kohrmedia S.à r.l. is that all data to be supplied by the customer and required for the implementation of the project (e.g. texts, templates, graphics, fonts) and/or system environments are made available to Kohrmedia S.à r.l. in good time and in suitable form. Kohrmedia S.à r.l. is in no respect responsible to the customer for delays and hold-ups in the implementation of projects that arise as a result of late (necessary) cooperation or contributions by the customer.
The review or procurement of rights, and the procurement and/or integration of plug-ins and/or tools (e.g. statistics) or certificates (e.g. SSL/TLS), are owed by Kohrmedia S.à r.l. only to the extent that this has been expressly agreed in an individual contract. Subject to deviating express individual agreements, there is no entitlement to the handover of graphics, source code, (development) documentation, manuals and other additional documentation.
Unless otherwise agreed, the websites created are optimised for the browsers Chrome, Safari, Firefox and Edge in their respective current version (in each case the last two versions of the browser). Search engine optimisation (SEO) is owed only if it has been expressly agreed. Optimisation for mobile devices is likewise owed only if this has been expressly agreed.
Kohrmedia S.à r.l. is neither entitled nor obliged to advise the customer on competition, consumer, labelling or other legal issues within the meaning of the Rechtsdienstleistungsgesetz. It is therefore the customer’s responsibility to inform itself about the competition, consumer or labelling law provisions applicable to its shop and, where appropriate, to have the shop reviewed by a specialised lawyer.
After completion of the websites and/or individual parts of them, Kohrmedia S.à r.l. may offer the customer maintenance and upkeep services in relation to the websites. However, Kohrmedia S.à r.l. is not obliged to make such an offer, nor is the customer required to take up the further service offerings of Kohrmedia S.à r.l. Corresponding arrangements are exclusively the subject of individual agreements. If no additional maintenance and upkeep services are agreed between the parties, the customer alone is responsible after acceptance for the technical upkeep and currency of the websites. Kohrmedia S.à r.l. is not liable to the customer for any security vulnerabilities that are exploited by third parties for unlawful purposes through the use of outdated software (hacking).

Website and shop creation (requirements specification and functional specification)

If the parties to the contract have agreed on the creation of new websites/shops or web/shop components or the extension of existing ones (hereinafter “website creation”) on the basis of a requirements specification and a functional specification, the order is processed in accordance with this clause.
The subject matter of website creation contracts between Kohrmedia S.à r.l. and the customer is, in principle, the development of new websites or the extension of existing websites (e.g. integration of new interfaces or programming of new online applications) in compliance with the customer’s technical and/or design specifications. Website creation contracts concluded between the parties are contracts for work within the meaning of §§ 631 ff. BGB.
The scope of the services to be provided by Kohrmedia S.à r.l. is determined, on the one hand, by individually contractual agreements between the parties and, on the other hand, by a detailed requirements specification prepared by the customer, as well as the functional specification based on it. Kohrmedia S.à r.l. will, to the best of its knowledge and belief, check the customer’s ideas described in the requirements specification for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and freedom from contradictions. Should Kohrmedia S.à r.l. recognise that the specifications contained in the requirements specification are not suitable for the creation of a website, Kohrmedia S.à r.l. will notify the customer of this without undue delay and submit a corresponding proposal for a supplement to and/or adjustment of the requirements specification. The customer must comment on any proposals by Kohrmedia S.à r.l. regarding the requirements specification within a reasonable period, in writing or in text form, and finally confirm the contents of the requirements specification to Kohrmedia S.à r.l. in a binding manner, in writing or in text form. If the parties are in agreement regarding the requirements specification, its contents become part of the contract.
On the basis of the requirements specification, Kohrmedia S.à r.l. prepares a functional specification which describes in particular the specialist-technical and/or design implementation of the specifications contained in the requirements specification. After completion, Kohrmedia S.à r.l. submits the functional specification to the customer for acceptance. The customer is entitled to reject the functional specification prepared by Kohrmedia S.à r.l. and to communicate requests for changes or adjustments. Kohrmedia S.à r.l. undertakes, taking the customer’s wishes into account, to submit a maximum of two alternative proposals. If the customer ultimately does not agree with the last proposal of Kohrmedia S.à r.l., the customer or Kohrmedia S.à r.l. may, where legally possible, extraordinarily terminate the contractual relationship or withdraw from the contract. In this case, the fees and/or expenses of Kohrmedia S.à r.l. incurred in connection with the requirements specification and/or functional specification must be appropriately remunerated or reimbursed by the customer.
If the functional specification is accepted by the customer, the services described in it are deemed to have been finally agreed between the parties. Any deviation from the contents of the functional specification accepted by the customer requires an express individual agreement between the parties. Kohrmedia S.à r.l. does not provide any services beyond those described in the functional specification accepted by the customer. Likewise, Kohrmedia S.à r.l. does not, in principle, provide reduced services in relation to the services described in the functional specification accepted by the customer. After acceptance of the functional specification by the customer, Kohrmedia S.à r.l. develops and programs the websites in compliance with the agreed specifications.
In addition to the functional specification, Kohrmedia S.à r.l. provides the customer with a schedule and work plan. The contents and specifications of this schedule and work plan become part of the contract unless the customer objects without undue delay. Kohrmedia S.à r.l. undertakes to hand over the finished website or parts of it to the customer on a suitable data carrier and/or send it by e-mail and/or upload it to a server specified by the customer by the end date stated in the schedule and work plan. The details of the handover or upload of the finished websites are otherwise the subject of individually contractual agreements between the parties.
A prerequisite for the activity of Kohrmedia S.à r.l. is that all data to be supplied by the customer and required for the implementation of the project (e.g. texts, templates, graphics) and/or system environments are made available to Kohrmedia S.à r.l. in good time and in suitable form. Kohrmedia S.à r.l. is in no respect responsible to the customer for delays and hold-ups in the implementation of projects that arise as a result of late (necessary) cooperation or contributions by the customer.
As soon as the website has been completed, Kohrmedia S.à r.l. will request the customer to accept the website. If required, a test phase may be agreed before acceptance. If the customer discovers errors before acceptance or during an agreed test phase, it will notify Kohrmedia S.à r.l. of them in writing or in text form. Kohrmedia S.à r.l. will endeavour to correct the errors professionally. For this purpose, Kohrmedia S.à r.l. may provide temporary workarounds.
The review or procurement of rights, and the procurement and/or integration of plug-ins and/or tools (e.g. statistics) or certificates (e.g. SSL/TLS), are owed by Kohrmedia S.à r.l. only to the extent that this has been expressly agreed in an individual contract. Subject to deviating express individual agreements, there is no entitlement to the handover of graphics, source code, (development) documentation, manuals and other additional documentation.
Unless otherwise agreed, the websites created are optimised for the browsers Chrome, Safari, Firefox and Edge in their respective current version (in each case the last two versions of the browser). Search engine optimisation (SEO) is owed only if it has been expressly agreed. Optimisation for mobile devices is likewise owed only if this has been expressly agreed.
Kohrmedia S.à r.l. is neither entitled nor obliged to advise the customer on competition, consumer, labelling or other legal issues within the meaning of the Rechtsdienstleistungsgesetz. It is therefore the customer’s responsibility to inform itself about the competition, consumer or labelling law provisions applicable to its shop and, where appropriate, to have the shop reviewed by a specialised lawyer.
After completion of the websites and/or individual parts of them, Kohrmedia S.à r.l. may offer the customer maintenance and upkeep services in relation to the websites. However, Kohrmedia S.à r.l. is not obliged to make such an offer, nor is the customer required to take up the further service offerings of Kohrmedia S.à r.l. Corresponding arrangements are exclusively the subject of individual agreements. If no additional maintenance and upkeep services are agreed between the parties, the customer alone is responsible after acceptance for the technical upkeep and currency of the websites. Kohrmedia S.à r.l. is not liable to the customer for any security vulnerabilities that are exploited by third parties for unlawful purposes through the use of outdated software (hacking).

Maintenance and support of websites / shops

After completion of the websites and/or individual parts of them, Kohrmedia S.à r.l. may offer the customer maintenance and support services in relation to the websites (hereinafter “maintenance contracts”). Kohrmedia S.à r.l. may also offer the maintenance of third-party websites. However, Kohrmedia S.à r.l. is not obliged to make such an offer, nor is the customer required to take up the further service offerings of Kohrmedia S.à r.l. Corresponding arrangements are exclusively the subject of individual agreements.
The content of the maintenance contracts is the rectification of malfunctions and the event-related updating of the website for common web browsers in their respective current version. Further services, such as regular maintenance, may where appropriate be agreed in an individual contract.
A prerequisite for maintenance is that the content to be maintained is compatible with the systems of Kohrmedia S.à r.l. Compatibility may be impaired in particular by outdated components of the content to be maintained or by unauthorised changes on the part of the customer. Should compatibility not be guaranteed, the customer must establish it independently (e.g. through corresponding updates) or separately commission Kohrmedia S.à r.l. to establish compatibility.
Kohrmedia S.à r.l. is not liable for malfunctions and incompatibilities caused by unauthorised changes by the customer or based on other errors that do not lie within the area of responsibility of Kohrmedia S.à r.l.; the provisions under “Liability/Indemnification” remain unaffected by this.
Subject to deviating agreements, maintenance covers only the technical updating of the website, but not the updating of its content. In particular, Kohrmedia S.à r.l. does not owe the updating of the legal notice or the privacy policy.

Domain registration

Kohrmedia S.à r.l. offers the customer domain registration services. The specific scope of services (domain registration, storage space, certificates, etc.) is the subject of individual agreements between the parties.
The contractual relationship required for the registration of the respective domain comes into being directly between the customer and the respective domain registry or registrar. In the relationship between the customer and the registry, Kohrmedia S.à r.l. acts merely as an intermediary, without having any influence of its own on the allocation of the domain.
The customer bears full responsibility for ensuring that the domain it wishes to have does not infringe the rights of third parties. A review of the domain for its legal admissibility is not owed.
The respective terms and conditions of the individual registries additionally apply to the registration of domains. In the event of an intended registration, Kohrmedia S.à r.l. will inform the customer of any special features.

Web hosting (reseller)

Kohrmedia S.à r.l. also offers the customer hosting services. In order to perform its services, Kohrmedia S.à r.l. will use the servers of third-party companies. Kohrmedia S.à r.l. will inform the customer of the servers and third-party companies used before the contract is concluded. The specific scope of services (domain management, storage space, e-mail hosting, certificates, etc.) is the subject of individual agreements between the parties.
Unless otherwise agreed, Kohrmedia S.à r.l. assumes the administration and management of the data where web hosting has been commissioned. In principle, the customer does not receive access to the administration back end of the hosting system.
The availability of the servers used by Kohrmedia S.à r.l. for the purpose of hosting is at least 99% on an annual average. This excludes those times during which the servers cannot be reached due to events beyond the influence of Kohrmedia S.à r.l. (force majeure, acts of third parties, technical problems outside the sphere of influence of Kohrmedia S.à r.l., etc.).
Unless otherwise agreed, the customer has no entitlement to the assignment of a fixed IP address for its internet presence. Technically or legally necessary changes are possible at any time and remain reserved.
The customer is obliged to keep its passwords and other access data, where such have been provided to it by Kohrmedia S.à r.l., secret and not to pass them on to third parties. The customer is itself responsible for any misuse by third parties, unless Kohrmedia S.à r.l. is responsible for such misuse.
It is the customer’s responsibility to make regular backup copies of its hosted data. If the customer is not able to do so, it must commission Kohrmedia S.à r.l. or other professionally suitable third parties to carry out the backup. The customer is itself liable for any data losses arising from inadequate data backup.

Creation and design of content

Design of print products

The subject matter of design contracts in the print sector between Kohrmedia S.à r.l. and the customer is, in principle, the development of print products in accordance with the customer’s design specifications (e.g. design of banners, post graphics, posters, signs, flyers, roll-ups, vehicle or shop window adhesive graphics, textiles or logo designs). Design contracts concluded between the parties are contracts for work within the meaning of § 631 ff. BGB. A deviating scope of services may be agreed between the parties in an individual contract.
The services agreed in detail are set out in the contract individually concluded between Kohrmedia S.à r.l. and the customer. For this purpose, the customer first submits an enquiry to Kohrmedia S.à r.l. with the most precise possible description of the design services it wishes to have. This enquiry constitutes an invitation to Kohrmedia S.à r.l. to submit an offer. Kohrmedia S.à r.l. will, to the best of its knowledge and belief, check the customer’s ideas described in the enquiry for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and freedom from contradictions and will prepare an offer on the basis of the wishes arising from the customer’s enquiry. A contract between Kohrmedia S.à r.l. and the customer comes into being only upon the customer’s acceptance of the offer.
After conclusion of the contract, the customer’s requirements are, if necessary, discussed in a further briefing and the specifications are made more concrete. At this point, customer requests may be contributed, provided that they are covered by the originally agreed scope of services. If necessary, there is the option of a re-briefing before the subject matter of the services is produced. Adjustments become part of the original contract if both contracting parties agree in text form (e.g. by e-mail). Otherwise, Kohrmedia S.à r.l. is obliged only to produce the items listed in the contract. Services going beyond this must be separately agreed and remunerated.
As soon as the agreed subject matter of the services has been completed, Kohrmedia S.à r.l. will request the customer to accept the work.
Unless otherwise agreed, the customer is entitled to two rounds of corrections. Complaints regarding the artistic design are, in principle, excluded after the agreed rounds of corrections have been carried out. If the customer wishes further changes beyond this, it must bear the additional costs.
A prerequisite for the activity of Kohrmedia S.à r.l. is that the customer makes all data required for the implementation of the project (texts, templates, graphics, etc.) available to Kohrmedia S.à r.l. in full and in suitable form before the start of the order. Kohrmedia S.à r.l. is in no respect responsible to the customer for delays and hold-ups in the implementation of projects that arise as a result of late (necessary) cooperation or contributions by the customer. If the customer fails to comply with this obligation, Kohrmedia S.à r.l. may invoice the customer for the time expended as a result.
The remuneration is the subject of an individually contractual agreement between the parties. In all other respects, the statutory provisions apply.
Unless otherwise agreed in the contract and unless otherwise to be expected from the purpose of the contract, Kohrmedia S.à r.l. owes, when creating print products, in addition to the contractually agreed subject matter of the services, only the handover of a print file (e.g. PDF, JPG or PNG). The customer has no entitlement to the handover of an editable file (e.g. open files from graphics programs).

Processing of print orders

Kohrmedia S.à r.l. offers the customer the processing of orders for the production of print products (flyers, brochures, posters, catalogues and the like). Kohrmedia S.à r.l. undertakes all actions agreed for this purpose, e.g. communication with the respective service provider carrying out the printing (print service provider). Depending on the agreement, Kohrmedia S.à r.l. offers the services as a direct transaction or as a brokered transaction.
If the parties agree on a direct transaction, Kohrmedia S.à r.l. prints the commissioned print products itself or commissions a print service provider in its own name and for its own account. In this case, the customer’s contractual partner is exclusively Kohrmedia S.à r.l. No contractual relationship arises between the customer and the print service provider. Kohrmedia S.à r.l. invoices the customer directly for the print products. The customer accepts the print products vis-à-vis Kohrmedia S.à r.l.
If the parties agree on a brokered transaction, Kohrmedia S.à r.l. concludes the contract for the production of the print products with the print service provider in the name and for the account of the customer or brokers such a contract. Kohrmedia S.à r.l. acts vis-à-vis the print service provider purely as an intermediary. The contractual relationship arises solely between the customer and the print service provider. Kohrmedia S.à r.l. is not a party to this contract. Kohrmedia S.à r.l. informs the customer of all essential steps, coordinates the details of the contract content and conclusion (in particular type, prices and quantities) with the customer and is bound by the customer’s instructions. The respective price terms and/or terms and conditions of the print service provider apply. The customer pays for the services directly to the print service provider. Acceptance of the print products takes place vis-à-vis the print service provider. It is the customer’s responsibility to check the completed print products for freedom from defects. Kohrmedia S.à r.l. is not liable for the production of the print products by the print service provider in accordance with the contract, in particular not for their content, existence, quality and/or condition. In the event of a dispute, Kohrmedia S.à r.l. provides the customer, to the extent legally permissible, with all necessary information. Further support in asserting warranty claims for defects or other claims is not owed by Kohrmedia S.à r.l. The provisions under “Liability/Indemnification” remain unaffected by this.
The customer is obliged to carefully check the print data to be transmitted for correctness of content and technical correctness and for completeness before transmission to the print service provider. Subject to deviating agreements, Kohrmedia S.à r.l. does not check the print data for correctness of content or technical correctness. The commissioned print products are printed only once the customer has given final approval for printing.
If a specific transmission format is required (e.g. PDF, Indesign), the customer will transmit the print data in this format.

Video and photography

Kohrmedia S.à r.l. creates professional videos and photographs for its customers. The services agreed in detail are set out in the contract individually concluded between Kohrmedia S.à r.l. and the customer.
The customer first submits an enquiry to Kohrmedia S.à r.l. with the most precise possible description of the services it wishes to have. This enquiry constitutes an invitation to Kohrmedia S.à r.l. to submit an offer. Kohrmedia S.à r.l. will, to the best of its knowledge and belief, check the customer’s ideas described in the enquiry for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and freedom from contradictions and will prepare an offer on the basis of the wishes arising from the customer’s enquiry. A contract between Kohrmedia S.à r.l. and the customer comes into being only upon the customer’s acceptance of the offer.
The customer’s specifications are taken into account to the best of knowledge and belief. The contracting parties acknowledge that the creation of videos and photographs is a creative service requiring a high degree of artistic freedom. Kohrmedia S.à r.l. therefore owes exclusively the creation of a work which, in its own experience and assessment, corresponds to the customer’s wishes. Complaints regarding the artistic design are, in principle, excluded.
Unless otherwise agreed, the customer is entitled to two rounds of corrections with regard to the image editing (e.g. by means of filters and effects) of the photographs created; a re-creation of the photographs is, however, excluded. Complaints regarding the artistic design are, in principle, excluded. If the customer wishes further changes beyond this, it must bear the additional costs.
If the customer provides persons for the creation of videos or photographs (e.g. its employees or professional models), it alone is responsible for ensuring that the persons concerned have consented to the use of the recordings. In particular, it is responsible for concluding suitable model release agreements and obtaining employee consents that comply with data protection law.
As soon as the agreed subject matter of the services has been completed, Kohrmedia S.à r.l. will request the customer to accept the work.
Unless otherwise agreed in an individual contract, Kohrmedia S.à r.l. may require that a suitable copyright notice be placed in an appropriate position on the works created.
Unless otherwise agreed in the contract and unless otherwise to be expected from the purpose of the contract, the customer in principle receives only recordings fully edited for the respective intended use. The customer has no entitlement to the handover of raw data or editable files (RAW files, open files from image programs or the like).
If Kohrmedia S.à r.l. cannot or does not wish to carry out the services stated here itself, Kohrmedia S.à r.l. may arrange suitable service providers for the customer (brokered transaction). If the parties agree on a brokered transaction, Kohrmedia S.à r.l. concludes the contract for the creation of the videos
photographs with the third-party service provider in the name and for the account of the customer or brokers such a contract. Kohrmedia S.à r.l. acts vis-à-vis the third-party service provider purely as an intermediary. The contractual relationship arises solely between the customer and the third-party service provider. Kohrmedia S.à r.l. is not a party to this contract. Kohrmedia S.à r.l. informs the customer of all essential steps, coordinates the details of the contract content and conclusion (in particular type and prices) with the customer and is bound by the customer’s instructions. The respective price terms and/or terms and conditions of the third-party service provider apply. The customer pays for the services directly to the third-party service provider. Acceptance of the services takes place vis-à-vis the third-party service provider. It is the customer’s responsibility to check the completed video/photographs for freedom from defects. Kohrmedia S.à r.l. is not liable for the production of the services by the third-party service provider in accordance with the contract. In the event of a dispute, Kohrmedia S.à r.l. provides the customer, to the extent legally permissible, with all necessary information. Further support in asserting warranty claims for defects or other claims is not owed by Kohrmedia S.à r.l. The provisions under “Liability/Indemnification” remain unaffected by this.

Creation of texts / copywriting

Kohrmedia S.à r.l. creates, among other things, texts for the customer (e.g. press releases, contributions for websites, advertising copy, etc.). The content of these texts is determined in an individual contract.
As soon as the agreed texts have been completed, Kohrmedia S.à r.l. will send them to the customer for approval and acceptance. Unless otherwise agreed, the customer is entitled to two rounds of corrections. Complaints regarding the stylistic design or the inclusion of new information in the text are, in principle, excluded after the second round of changes. If the customer wishes further changes beyond this, it must bear the additional costs.
If Kohrmedia S.à r.l. has been commissioned with the publication, the texts are, subject to deviating agreements, published only after approval by the customer; approval also constitutes acceptance of the texts. In the case of press releases, a distribution date on which they are to be transmitted to the media is also set after approval has been given. If the customer publishes or is to publish the texts itself, it must accept the texts in advance. If the customer publishes the texts before acceptance, publication is deemed to be acceptance.
For errors discovered after approval/acceptance, Kohrmedia S.à r.l. is liable exclusively in accordance with the provisions under the heading “Liability/Indemnification”.

Design and conception of graphics and logos (designs)

By agreement with the customer, Kohrmedia S.à r.l. undertakes the conception and design of graphics and/or logos (hereinafter “designs”).
For this purpose, the customer first submits an enquiry to Kohrmedia S.à r.l. with the most precise possible description of the designs it wishes to have. This enquiry constitutes an invitation to Kohrmedia S.à r.l. to submit an offer. Kohrmedia S.à r.l. will, to the best of its knowledge and belief, check the customer’s ideas described in the enquiry for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and freedom from contradictions and will prepare an offer on the basis of the wishes arising from the customer’s enquiry. A contract between Kohrmedia S.à r.l. and the customer comes into being only upon the customer’s acceptance of the offer.
A prerequisite for the activity of Kohrmedia S.à r.l. is that the customer makes all data required for the implementation of the project (colour definition, etc.) available to Kohrmedia S.à r.l. in full and in suitable form before the start of the order. If the customer fails to comply with this obligation, Kohrmedia S.à r.l. may invoice the customer for the time expended as a result.
Unless otherwise agreed, the customer is entitled to two rounds of corrections for each individual design. After these rounds of corrections have been carried out, requests for adjustments and complaints (in particular regarding the artistic design) will no longer be taken into account. If the customer wishes further changes after the agreed rounds of corrections have been carried out, Kohrmedia S.à r.l. may create them for the customer in return for an additional fee to be agreed.
As soon as the agreed design has been completed, Kohrmedia S.à r.l. will request the customer to accept the work. The designs are sent to the customer in a common file format.
Kohrmedia S.à r.l. expressly does not check the final designs either for legal admissibility (in particular trade mark and/or competition law) or for infringement of other marks and/or intellectual property rights (e.g. trade marks, registered designs, patents, etc.) or for the registrability of the designs, e.g. in official registers.
Kohrmedia S.à r.l. grants the customer the rights of use in the designs required for the respective purpose. Subject to deviating provisions, in the creation of logos an exclusive right of use is granted that is unlimited in terms of time, territory and content; individual graphic elements of the logos may, however, be used for the creation of other works, provided that this does not give rise to a likelihood of confusion with the logo created. For all other designs, a non-exclusive right of use is granted, subject to deviating individual agreements. A transfer of the rights of use by the customer to third parties requires an individually contractual agreement with Kohrmedia S.à r.l. The drafts presented within the round of corrections may not be used, reproduced or passed on to third parties by the customer, either in the original or in modified form, without the express consent of Kohrmedia S.à r.l.
The rights of use pass to the customer only after full payment of the remuneration.
Unless otherwise agreed in an individual contract, Kohrmedia S.à r.l. may require that a suitable copyright notice be placed in an appropriate position on the works created.

Marketing

SEO marketing

Kohrmedia S.à r.l. offers the customer, among other things, services in the field of SEO marketing. In the course of providing the services, Kohrmedia S.à r.l. owes exclusively the implementation of measures which, in the own experience of Kohrmedia S.à r.l., can positively influence the search engine ranking or which are expressly ordered by the customer. This is a service within the meaning of §§ 611 ff. BGB. By contrast, a specific result (e.g. a specific ranking in the search engine results list) is owed in the context of the SEO services only if it has been expressly assured.

SEA campaigns

Kohrmedia S.à r.l. offers the customer services in the field of SEA campaigns. In the course of providing the services, Kohrmedia S.à r.l. owes exclusively the submission of proposals regarding effective advertising keywords and, after the customer’s approval, the implementation of the measure (placement of advertisements). These are services within the meaning of §§ 611 ff. BGB. A specific result (e.g. sales figures) is not owed in the context of SEA services unless this has been expressly assured. Kohrmedia S.à r.l. is under no obligation to check the lawfulness of keywords. Kohrmedia S.à r.l. submits proposals to the customer regarding the booking of keywords. The legal review, in particular with regard to the trade mark rights of third parties, and the approval of the keywords are the customer’s responsibility before the campaign is carried out. The fee agreed for the services described here does not include the costs of placing paid advertisements; subject to deviating agreements, these costs are to be borne by the customer.

Social media marketing

Kohrmedia S.à r.l. provides its customers, among other things, with technical support in the creation and/or management of social media presences. If the customer makes use of these services, Kohrmedia S.à r.l. owes exclusively the technical creation of the social media presences and/or the technical entry of the content to be provided by the customer.
In addition to the creation of the social media presences, posting on behalf of and under the name of the customer (so-called ghost posting) may also be agreed. Kohrmedia S.à r.l. is free in the design of the content, provided that there are no specifications from the customer. There is no obligation to respond to posts by third parties or to monitor them. This is the responsibility of the customer as operator.
If the customer specifies content (images, texts, videos, etc.), Kohrmedia S.à r.l. will not check this content for its substantive or legal correctness. In this respect, it is expressly pointed out that Kohrmedia S.à r.l. is not entitled to provide legal advice to the customer. Should Kohrmedia S.à r.l. nevertheless establish in individual cases that the content provided by the customer infringes applicable law, Kohrmedia S.à r.l. may refuse to post such content.
All content must be accepted by the customer and will then be uploaded by Kohrmedia S.à r.l. to the respective presences, whereby Kohrmedia S.à r.l. owes only the technical uploading of the content and is responsible only for this; the provisions under “Liability/Indemnification” remain unaffected.
The service provider within the meaning of § 10 TMG is solely the customer. Kohrmedia S.à r.l. acts merely as the customer’s processor.

Placement of advertisements

Kohrmedia S.à r.l. supports the customer in placing advertisements on social media portals, search engines and other media (“advertisements”).
Kohrmedia S.à r.l. advises the customer on how to design its advertisements so that they achieve the highest possible visibility. Specific results (e.g. sales figures, leads) are not owed in this respect.
Kohrmedia S.à r.l. also supports the customer in the conception of the texts and images for the advertisements. However, the selection of the content for the advertisements (images, texts, videos, legal notices, etc.) is solely the customer’s responsibility. Kohrmedia S.à r.l. will not check this content, or the advertisements as a whole, for substantive or legal correctness. In this respect, it is expressly pointed out that Kohrmedia S.à r.l. is not entitled to provide legal advice to the customer. Should Kohrmedia S.à r.l. nevertheless establish in individual cases that the content provided by the customer and/or the advertisements infringe applicable law, Kohrmedia S.à r.l. may refuse to post such content or to create the advertisements.
All content must be accepted by the customer and will then be uploaded by Kohrmedia S.à r.l. to the respective advertising channels, whereby Kohrmedia S.à r.l. owes only the technical uploading of the content and is responsible only for this; the provisions under “Liability/Indemnification” remain unaffected.
The fee agreed for the services described here does not include the costs of placing paid advertisements; subject to deviating agreements, these costs are to be borne by the customer.
The service provider within the meaning of § 10 TMG is solely the customer. Kohrmedia S.à r.l. acts merely as the customer’s processor.

Other provisions

Prices and remuneration

The remuneration for the services of Kohrmedia S.à r.l. is the subject of an individually contractual agreement between the parties and is, in principle, based on the offer.

Acceptance

Where a work performance has been agreed, Kohrmedia S.à r.l. may require acceptance to take place in written form; written acceptance is owed only if Kohrmedia S.à r.l. requests the customer to provide it. The acceptance provisions of the Bürgerliches Gesetzbuch otherwise remain unaffected. The acceptance period within the meaning of § 640 (2) sentence 1 BGB is set at 2 weeks from notification of the completion of the work, unless in the individual case a longer acceptance period is required due to special circumstances, of which Kohrmedia S.à r.l. will notify the customer separately in that case. If the customer does not respond within this period or does not refuse acceptance on account of a defect, the work is deemed to have been accepted.

Warranty for defects

An insignificant defect does not give rise to any claims for defects. The choice of the type of subsequent performance lies with Kohrmedia S.à r.l. The limitation period for defects and other claims is one (1) year; this shortening of the limitation period does not apply to claims resulting from intent, gross negligence or injury to life, limb or health caused by Kohrmedia S.à r.l. The limitation period does not begin anew if subsequent performance is rendered in the context of liability for defects. In all other respects, the statutory warranty for defects remains unaffected.

Contract term for continuing obligations

Subject to deviating provisions in and outside these General Terms and Conditions, continuing obligations have a minimum term of 12 months. The notice period is 3 months. If the contract is not terminated in due time to the end of the term, it is automatically extended by a further 12 months. The right to extraordinary termination without notice for good cause remains unaffected.

Grant of rights, self-promotion and right of mention

After full payment of the order by the customer, Kohrmedia S.à r.l. in principle grants the customer a non-exclusive, non-transferable right of use in the corresponding work results. Further rights may be agreed in an individual contract.
Unless otherwise agreed, the customer expressly grants Kohrmedia S.à r.l. permission to publicly present the project in an appropriate manner for the purpose of self-promotion (references/portfolio). In particular, Kohrmedia S.à r.l. is entitled to advertise the business relationship with the customer and to refer to itself as the author on all advertising materials created and in all advertising measures, without the customer being entitled to remuneration for this.
Furthermore, Kohrmedia S.à r.l. is entitled to place its own name, with a link, in an appropriate manner in the footer and in the legal notice of the website(s) created by Kohrmedia S.à r.l., without the customer being entitled to remuneration for this.

Confidentiality

Kohrmedia S.à r.l. will treat as strictly confidential all business transactions that come to its knowledge, in particular but not exclusively print documents, layouts, storyboards, numerical material, drawings, audio tapes, images, videos, DVDs, CD-ROMs, memory cards, passwords, interactive products and such other documents as contain films and/or radio plays and/or other copyright-protected materials of the customer or of companies affiliated with it. Kohrmedia S.à r.l. undertakes to impose the duty of confidentiality on all employees and/or third parties (e.g. suppliers, graphic designers, programmers, film producers, sound studios, etc.) who have access to the aforementioned business transactions. The duty of confidentiality applies for an unlimited period beyond the term of this contract.

Liability/Indemnification

Kohrmedia S.à r.l. is liable, on any legal ground and without limitation, in the event of intent or gross negligence, in the event of intentional or negligent injury to life, body or health, on the basis of a guarantee promise, unless otherwise provided in this respect, or on the basis of mandatory liability, such as under the Produkthaftungsgesetz. If Kohrmedia S.à r.l. negligently breaches a material contractual obligation, liability is limited to the foreseeable damage typical of the contract, unless there is unlimited liability under the preceding sentence. Material contractual obligations are obligations which the contract, according to its content, imposes on Kohrmedia S.à r.l. in order to achieve the purpose of the contract, whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the customer may regularly rely. In all other respects, liability on the part of Kohrmedia S.à r.l. is excluded. The above liability provisions also apply with regard to the liability of Kohrmedia S.à r.l. for its vicarious agents and legal representatives.
The customer shall indemnify Kohrmedia S.à r.l. against any third-party claims asserted against Kohrmedia S.à r.l. on the basis of infringements by the customer of these General Terms and Conditions or of applicable law.

Handling of unlawful content

If kohrmedia SARL provides you with storage capacity (e.g. in the context of hosting), no content may be stored on this storage space that is insulting, extremist, glorifies or trivialises violence, incites hatred, is right-wing extremist, discriminatory, hostile to the constitution, harmful to young people or pornographic, that infringes the rights of third parties (e.g. trade mark law and copyright) or other applicable law or public morals (in particular criminal law and the law on administrative offences), or that contains malicious code or malware. If kohrmedia SARL becomes aware that impermissible content within the meaning of this paragraph may have been deposited on the storage space provided in the context of hosting, it will proceed as follows: • kohrmedia SARL will carry out a cursory review of the content concerned without undue delay. Should the cursory review show that impermissible content cannot be ruled out, kohrmedia SARL may, at its own discretion, provisionally block it or take other measures appropriate to the level of risk, up to and including deletion of the content. kohrmedia SARL will request the customer to comment and will grant it a reasonable period for this purpose.
• As soon as the customer’s comment has been received, or if the customer has not submitted a comment within the period granted, kohrmedia SARL will take a final decision on how the content concerned is to be dealt with. The following measures in particular may be considered: warning; indefinite blocking or permanent deletion of the content; temporary suspension of the customer (alternatively, a partial suspension may also take place); ordinary or extraordinary termination of the contract; criminal complaint or report to the public order office (where a criminal offence is suspected that may pose a danger to the life, limb or safety of a person, kohrmedia SARL is legally obliged to report it). kohrmedia SARL will take the respective measure only after a thorough and objective assessment and, in doing so, will take into account in particular the seriousness of the infringement, the total number of infringements, potential effects on the services provided by kohrmedia SARL, its customers and other third parties, the overall conduct (e.g. ability to recognise the infringement), the culpability (intent, negligence), the motives for the infringement (where discernible) and the customer’s submission (if any). • kohrmedia SARL will inform the customer of the assessment, its result and the measures decided upon, unless legal reasons preclude this. • kohrmedia SARL will not proactively review the stored content and, subject to deviating information, will not carry out any automated reviews of the stored content. It will, however, take action as soon as it itself identifies such content or is made aware of such content by third parties. If the customer becomes aware of such content, it may of course contact kohrmedia SARL at any time; for this purpose, it may use the contact details in the legal notice.

Final provisions

The contracts concluded between Kohrmedia S.à r.l. and the customers are subject to the substantive law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
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 Germany, the parties agree that the registered office of Kohrmedia S.à r.l. shall be the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction remain unaffected by this.
Kohrmedia S.à r.l. is entitled to amend these General Terms and Conditions for objectively justified reasons (e.g. changes in case law, the legal situation, market conditions or the business or corporate strategy) and subject to an appropriate period of notice. Existing customers will be notified of this by e-mail no later than two weeks before the amendment takes effect. If the existing customer does not object within the period set in the amendment notice, its consent to the amendment is deemed to have been given. If it objects, the amendments do not take effect; in this case, Kohrmedia S.à r.l. is entitled to extraordinarily terminate the contract with effect from the date on which the amendment takes effect. The notification of the intended amendment of these General Terms and Conditions will draw attention to the period and to the consequences of an objection or of its absence.