Terms.

These General Terms and Conditions apply to all contracts between CLIENI.de Dienstleistungen GmbH, Kolonnenstraße 8, 10827 Berlin (business unit “Clieni Media”, hereinafter “Clieni Media”) and its clients for services in websites, shops and software, online marketing (SEO, GEO, performance marketing, social media, branding), support, and call centre and customer service.

Our offers are aimed exclusively at entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.

Deviating or additional terms of the client only apply if Clieni Media has expressly agreed to them in text form. Individual agreements in the quote take precedence over these terms.

Content on the website is not a binding offer. A contract is concluded when the client accepts a quote from Clieni Media in text form (for example by email or signature), or when Clieni Media confirms an order in text form or begins the work.

The scope of services follows from the respective quote. Changes and extensions are agreed separately and, unless otherwise agreed, charged by effort.

Clieni Media provides the agreed services according to the state of the art and may use qualified staff and subcontractors. Depending on the type:

• —Websites, shops, web apps and CRM systems: creation of the agreed work including the functions named in the quote.
• —SEO, GEO, performance marketing and social media: carrying out the agreed measures, analyses and reports.
• —Support: ongoing maintenance, updates and optimisation to the agreed extent.
• —Call centre and customer service: handling calls, chats, messages and emails on behalf of the client according to the agreed processes and service hours.

Search engine rankings, mentions by AI assistants, reach and results of ads depend on third parties, in particular Google, Meta, TikTok and AI providers, whose rules may change at any time. Clieni Media therefore owes the careful performance of the agreed measures, not a specific result, unless such result has been expressly agreed as a characteristic.

The client provides the necessary content (copy, images, logos, data), access and approvals in good time and in full, and names a contact person. If the client does not do so, agreed deadlines are extended accordingly; resulting extra effort may be charged separately.

For call centre services, the client provides and keeps up to date the necessary information on products, processes and call guides.

The client warrants that it holds the necessary rights to all content it provides and that such content does not violate applicable law. It indemnifies Clieni Media against third-party claims arising from a breach of this obligation, including reasonable legal defence costs.

Works such as websites, shops and software are to be accepted after completion. Acceptance is deemed given if the client does not notify material defects in text form within 14 days of being informed of completion, or puts the work into productive use, for example by publishing the website.

Upon full payment, the client receives the right, unlimited in time and space, to use the work results created for it for the agreed purposes. For logos and corporate designs developed individually for the client, it receives exclusive rights of use.

General components, templates, software libraries and know-how that Clieni Media also uses for other projects remain with Clieni Media; the client receives a simple right of use within its project. Open-source components are subject to their licences.

The prices stated in the quote apply. All prices are net plus statutory VAT. Unless otherwise agreed, invoices are payable without deduction within 14 days of the invoice date. Ongoing services such as support are invoiced monthly in advance.

If the client is in default of payment, the statutory provisions apply. After prior notice, Clieni Media may withhold ongoing services until outstanding amounts are paid.

Contracts for ongoing services (for example support, SEO, ads management, call centre) run for an indefinite period unless otherwise agreed in the quote and may be terminated by either party with one month's notice to the end of a month in text form. Agreed minimum terms remain unaffected.

The right to terminate for good cause remains unaffected.

Ad budgets for Google, Meta, TikTok and other platforms are not included in Clieni Media's fees and, unless otherwise agreed, are paid by the client directly to the respective platform. The platforms' terms and policies apply. Clieni Media is not responsible for platform decisions such as rejecting or suspending ads or accounts.

Where Clieni Media sets up or manages hosting, domains, software licences or other third-party services for the client, the terms of the respective provider apply additionally. Clieni Media is responsible for the availability of these services only within the scope of the respective provider's services.

In the event of defects in works, Clieni Media first has the right to remedy them. If this fails, the client may reduce the price or withdraw from the contract in accordance with the statutory provisions. Claims for defects become time-barred one year after acceptance, except in cases of intent, gross negligence and damage from injury to life, body or health.

Clieni Media is liable without limitation for intent and gross negligence, for injury to life, body or health, under the Product Liability Act and to the extent of any guarantee given.

In the case of slight negligence, Clieni Media is only liable for breach of an essential contractual obligation, the fulfilment of which makes proper performance of the contract possible in the first place and on which the client may regularly rely, and limited to the typical, foreseeable damage. Otherwise liability for slight negligence is excluded.

Clieni Media is only liable for loss of data to the extent that would have occurred with regular backups appropriate to the risk by the client.

Both parties comply with applicable data protection law. Where Clieni Media processes personal data on behalf of the client, in particular in the call centre, customer service, hosting or CRM systems, the parties conclude a data processing agreement under Art. 28 GDPR. For call centre services, this agreement and data processing within the EU are included as standard.

Calls are only recorded if agreed and if there is a legal basis, in particular the consent of the participants.

Both parties treat all non-public information of the other party that becomes known to them in the course of the cooperation as confidential, also after the end of the contract.

Clieni Media may name the client with company name and a link to its website as a reference, for example on clienimedia.de. Websites created by Clieni Media may carry a discreet notice with a link to clienimedia.de. The client may object at any time in text form; Clieni Media will then remove the reference within a reasonable time.

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes arising from this contractual relationship is Berlin, provided the client is a merchant, a legal entity under public law or a special fund under public law.

Changes and additions require text form. Should any provision be or become invalid, the validity of the remaining provisions remains unaffected; the statutory provision applies in its place.

The German version of these terms is binding. This English version is a translation for convenience.