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Terms and Conditions

As of: March 17, 2022

1.) Validity of the General Terms and Conditions

The services provided by Friendventure GmbH—hereinafter referred to as the Agency—are based exclusively on these terms and conditions. These therefore also apply to all future business relationships, even if they are not expressly agreed upon again.

2.) Services provided by the Agency

The Agency’s services include consulting and implementation of measures relating to the conception, design, and development of websites and software solutions, planning and creation of content, optimization of websites in search engines, and placement and optimization of Google Ads and social media campaigns. The exact scope of services depends on the respective offer.

3.) Information on price determination

For fee-based services, the individually agreed daily rate applies. Unless otherwise agreed, flat rates are calculated as a mixed calculation based on our agency daily rate of €960. Project management reserves the right to assign employees with different levels of experience depending on requirements and capacity. In this case – or if the client explicitly requests specific employees – the agency reserves the right to charge a daily rate depending on the level of experience.

Below you will find a list of the underlying daily rates for your reference. In the case of flat rates, there is no obligation to document the hours worked. Hours exceeding the agreement will only be invoiced after approval by the client. Hours not worked will not be credited.

Junior | €880

Professional | €960

Specialist | €1,040

Senior / Team Lead | €1,200

Management | €1,600

4.) Remuneration and payment

a) The billing of services is explicitly regulated in the respective offers. However, unless otherwise agreed, billing shall be retroactive on a monthly basis based on the work performed. No acceptance within the meaning of §§ 640 ff. BGB (German Civil Code) is required for the service provided.

b) Invoices are subject to statutory value added tax and are payable 10 days after the invoice date, unless otherwise agreed in writing.

c) In the event of non-performance and the resulting suspension of cooperation, the agency reserves the right to issue an interim invoice for all expenses incurred up to that point, but at least 50% of the project volume.

5.) Client’s obligations to cooperate

a) The client undertakes to actively support the agency in the best possible way in the provision of services. In particular, by providing the agency in good time and free of charge with the information, documents, and materials it deems necessary for the performance of the contract, including access data and the requested content and content elements in a form suitable for immediate use. In addition, the agency and its vicarious agents must be granted access to any systems and facilities covered by the contract, in particular hardware and software, and their functionality must be maintained during the execution of the contract. The client shall be responsible for the legally compliant design of content, e.g., with regard to imprint, cancellation policy, privacy policy, product descriptions, etc., and for compliance with applicable rules of conduct and audit requirements.

b) The contracting parties shall each appoint a person who is competent and responsible for the task, who is available to the other contracting party as a contact person in connection with the provision of services and who is authorized to make binding declarations on behalf of the respective contracting party and to accept declarations from the other contracting party.

c) If the client fails to fulfill its obligations to cooperate despite being requested to do so, any binding contractual deadlines shall be extended accordingly and appropriately. Further claims by the agency, in particular for reimbursement of additional costs and the right to withdraw from the contract, remain unaffected.

6.) Delivery conditions and default

Specified delivery/service dates are only binding if they have been expressly agreed in writing. Failure to meet such binding contractual deadlines due to force majeure or similar circumstances for which the agency is not responsible, such as a strike, the failure of technical systems through no fault of the agency, internet disruptions, the non-granting of necessary approvals, or problems with third-party products or services for which the Agency is not responsible, as well as a lack of cooperation, change requests, or other circumstances within the sphere of influence of the Client, the deadlines shall be extended accordingly.

7.) Data protection

a) The parties shall comply with the applicable data protection regulations (in particular the GDPR), especially those applicable in Germany.

b) More detailed information on data protection can also be found in the agency’s privacy policy and technical and organizational measures (TOM).

c) The client’s name and address, as well as all data required for order processing, will be stored. Insofar as this is necessary for order processing, the agency may also transfer the aforementioned data to affiliated companies and/or third-party companies commissioned to process orders. By placing the order, the client declares their consent to this collection, processing, and use of data.

d) The client agrees that the published data may also be included in other electronic directories, used for information purposes and, if necessary, edited and modified, insofar as this is related to the concluded contract.

e) If the client collects, processes, or uses personal data, they guarantee that they are authorized to do so in accordance with the applicable provisions, in particular data protection regulations, and indemnify the agency against any claims by third parties in the event of a violation. In this case, the agency guarantees:

  • The Agency shall collect, process, and use personal data for the Client only within the scope of Art. 6 GDPR to the extent agreed upon or as instructed by the Client. Use for other purposes—including the Agency’s own purposes—is not permitted. The data used shall be kept separate from other data sets. Copies or duplicates shall not be made without the Client’s knowledge.
  • The agency observes the principles of proper data processing and guarantees the legally prescribed and agreed data security measures (so-called “technical and organizational measures”). These include, in particular, internal and external access control with regard to the recorded data stocks.
  • The agency shall ensure that the data is protected against unauthorized processing by appropriate organizational measures within the scope of what is technically possible, that access to the data processing equipment is restricted to the necessary group of persons by means of appropriate locking technology and the granting of authorizations, and that no unauthorized external access is possible through the use of appropriate technical security systems in accordance with the recognized rules of technology.
  • The Agency shall notify the Client if it believes that an instruction from the Client violates data protection regulations.

8.) Confidentiality and publication

a) The contracting parties shall maintain confidentiality regarding all information to be treated as confidential that has come to their knowledge within the scope of this contractual relationship, or shall only use such information vis-à-vis third parties with the prior written consent of the other party. Information to be treated as confidential includes information expressly designated as confidential by the party providing the information and information whose confidentiality is clearly apparent from the circumstances of its provision.

b) The obligations under paragraph 1 shall not apply to information or parts thereof for which the receiving party can prove that

  • it was known to it or generally accessible before the date of receipt;
  • was known to the public or generally accessible before the date of receipt;
  • became known to the public or generally accessible after the date of receipt without the party receiving the information being responsible for this.

c) The Agency may name the Client as a reference customer on its website and in other forms and ways. This right shall remain in force indefinitely beyond the termination of the contract and the cooperation. The agency may also publicly reproduce or refer to the contractual work results (provided they do not contain any confidential or personal data) after their completion, as well as the client’s logo (word and/or figurative mark) for demonstration purposes. The client may object to this publication in writing.

9.) Limitation of liability

a) The Agency shall only be liable for intent and gross negligence. Friendventure GmbH shall only be liable for slight negligence in the event of a breach of a material contractual obligation or in the event of damage resulting from injury to life, limb, or health of a person.

b) If the client itself commissions other service providers with tasks that are part of the agency’s obligations, the agency shall not be responsible for the functionality of their services or for ensuring that the third party can build on its own services based on the agency’s preliminary work. The agency is not obliged to support these service providers.

c) The examination of legal issues, in particular in the area of copyright, competition, and trademark law, is not the responsibility of the agency. The agency does not check whether the content of the client’s websites and marketing campaigns infringes the rights of third parties or is structured in accordance with the guidelines of the individual advertising networks. The client is solely responsible for any penalties imposed by third parties. The client is also solely responsible for the legal admissibility of the content of its websites and marketing campaigns, as well as for the information it provides. The same applies to the protection of third-party rights, in particular with regard to copyright, competition law, and criminal law.

d) The client is responsible for complying with data protection regulations with regard to its customer data. This also applies to compliance with the relevant provisions in the design and programming of its website. The agency merely ensures that the technical possibilities are provided to enable the client to comply with the provisions, e.g., the deletion of data.

e) Under no circumstances shall the Agency be liable for any loss of data, revenue, profit, or for interest and default costs that may arise as a result of a non-negligent act on the part of the Agency.

10.) Use of third parties/subcontractors

a) The Agency is permitted to use third parties or subcontractors to perform the contractually agreed services without the Client’s consent. The Agency shall ensure that the persons it employs to provide the services are sufficiently qualified.

b) If the conduct or qualifications of the persons employed by the Agency do not meet the contractually agreed requirements, the Client shall inform the Agency thereof without delay. The Agency shall immediately take appropriate measures, which may include replacing the person concerned.

c) The persons employed by the Agency shall not enter into any employment relationship with the Client and shall not be subject to the Client’s authority. This applies in particular to persons employed by the Agency who perform services on the Client’s premises.

11.) Retention of title, intellectual property rights

a) Until all liabilities arising from the business relationship have been paid in full, the services provided by the Agency shall remain the property of the Agency.

b) The copyright to all services shall remain with the Agency for an indefinite period. Unless otherwise agreed, the Agency shall be entitled to use all services provided within the scope of its business operations for other purposes and for orders from third parties, provided that they do not contain any personal data of the Client. The client’s consent is not required.

c) Upon full payment for a service, a simple, unlimited right of use, unrestricted in terms of content and geographical scope, is transferred to the client. Any other use of the agency’s services is only permitted with the express consent of the agency. The agency may make this subject to additional remuneration.

12.) Non-solicitation clause

Each party undertakes not to directly or indirectly poach any employees of the other party during the term of this contract and for one year after its termination. For each case of violation of this provision, the violating party shall pay the other party a contractual penalty amounting to two gross annual salaries of the employee in question who is poached by the other party in violation of the obligation, whereby the gross annual salary of the employee concerned, which he or she received in the year prior to the forfeiture of the contractual penalty, shall be decisive for the calculation of the contractual penalty.

13.) Place of jurisdiction

If the client is a merchant, a legal entity under public law or a special fund under public law, Cologne shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. This also applies to contractual relationships with foreign clients.

14.) Amendments to the General Terms and Conditions

Amendments and additions to this agreement must be made in writing. This also applies to any deviation from the written form clause. There are no verbal side agreements.

15.) Severability clause

Should any provision of these General Terms and Conditions be or become invalid, the remainder of the contract shall remain valid. The contracting parties shall replace the invalid provision with one that comes closest to the economic intent of the contracting parties. The same applies to any loopholes in the provisions.