General Terms and Conditions of Viralr UG (haftungsbeschränkt) & Co. KG

§ 1 Contractual partners, scope of application

Viralr UG (haftungsbeschränkt) & Co. KG - hereinafter referred to as Viralr

The General Terms and Conditions of Viralr apply exclusively. They apply to all offers, deliveries and services of Viralr. If the client did not have the opportunity to take note of them when the contract was concluded, they shall nevertheless apply if the client knew or should have known the general terms and conditions from previous transactions.
Conflicting terms and conditions of the client that deviate from the general terms and conditions of Viralr do not apply. If Viralr performs the delivery or service incumbent upon it in the knowledge of such terms and conditions of the client, it does not recognize such terms and conditions of the client which are not contradicted by the present General Terms and Conditions of Viralr.
These GTC only apply to entrepreneurs within the meaning of Section 14 BGB and not to consumers within the meaning of Section 13 BGB.

§ 2 Subject matter of the contract

Viralr's services are set out in detail in Viralr's offer. Services not listed there are not part of the contract.
Insofar as agreed with the relevant price section,
Viralr advises the client on questions of digital conception (persona development, interaction, UX/UI development, wireframes, sitemap, app concept), process optimization, marketing and/or IT infrastructure and designs and provides corresponding services,
coaches the self-employed and trains managers and teams and offers corresponding seminars;
Viralr advises the client on digital ads and advertising banners (requirements, specifications, format development, ad formats, media handling), designs and places AdWords or Facebook campaigns and other advertising formats,
Viralr advises clients on the design and handling of their social media presence, manages social media fan pages, develops and places content for social media and manages social media accounts,
analyzes, designs, optimizes and installs touchpoints and funnels for the client using the services already listed,
Viralr creates corporate design content for the client (logos, business stationery, image brochures, product brochures, folders, flyers and more) or also carries out CD redesigns.
The client may offer changes or extensions to the contractually agreed scope of services during a project. If Viralr does not accept such a change offer, the agreed services shall remain. If Viralr provides additional services without a supplementary remuneration agreement, § 4 para. 3 applies.
If the client places orders with Viralr verbally, these are binding. Viralr is entitled to demand that the client immediately confirms verbally placed orders in text form. An order is deemed to have been placed if Viralr begins with a part of the execution of the order before an agreement on all points of an order has been reached with the knowledge of the client, without the client objecting. An order can also be accepted by Viralr by carrying out the work if all points of an order have already been clarified.
Viralr is entitled at its own discretion to perform the service itself or to have it performed by competent third parties as subcontractors. Viralr is entitled to change the Internet infrastructure used and the service providers and vicarious agents commissioned with the implementation at any time, provided that this does not result in any disadvantages for the client. In principle, the client will be informed two weeks before a change and requested to notify Viralr of any concerns about the planned change.
Viralr may also provide the services using newer or other technologies, systems, procedures or standards in the course of technical progress, provided that this does not result in any disadvantages for the client.

§ 3 Offer, information, service

The presentation of offers from Viralr on the website is only an invitation to the client to submit an offer.
Viralr will provide the client with an offer detailing the services included and the associated prices.
Notwithstanding Section 312 g (1) Nos. 1 to 3 BGB, the customer is not entitled to the provision of technical means for correcting his order, separate information on the technical steps for concluding the contract, information on the storage of the contract, the available languages and codes of conduct or an immediate confirmation of his order.
Viralr will provide the agreed services according to the rules of technology. A certain success cannot be guaranteed for search engine optimization, advertising measures and social media support.

§ 4 Prices, terms of payment, offsetting, retention

The remuneration to be paid by the client is set out in Viralr's offer. This can be a flat-rate fee or a time-based fee (in particular an hourly or daily rate) or a term-based fee. A lump sum is always only sufficient to the extent that the services offered for it are shown in detail in the offer.
All prices to entrepreneurs are net prices plus the applicable statutory VAT, unless otherwise agreed.
Viralr is entitled to demand a down payment in an appropriate amount when placing the order. Viralr is entitled to demand reasonable advance payments for project parts already delivered to the client and to issue partial invoices according to the progress of the project.
The contractual remuneration shall only apply insofar as contractual services have also been agreed. Additional services shall be remunerated at the contractual rates in accordance with the offer, or alternatively in accordance with the customary, appropriate remuneration. Accompanying services such as user introductions, documentation, training, support or similar
are not included in the order as standard, but are only included in the contract if this has been expressly agreed.
Payment by the client is due immediately. The client is advised that he shall be in default no later than 14 days after receipt of the invoice. If the client is in default of payment, it shall be obliged to pay default interest and the flat-rate compensation stipulated in Section 288 BGB.
The client may only offset if its counterclaims are legally established, undisputed or recognized by Viralr or the right to offset is based on rights of the client due to incomplete or defective performance from the same contractual relationship.
Viralr is authorized to exercise a right of retention for all claims arising from the business relationship with the client.
The client is hereby informed that in the case of orders for services of an artistic and conceptual nature in the field of advertising and public relations, an artists' social security contribution must be paid to the Künstlersozialkasse. This fee is not part of the remuneration and must be paid by the client in addition, if applicable. The client is responsible for complying with the obligation to register and pay the levy. If Viralr disburses the levy in individual cases, the client is obliged to pay it additionally against proof.

§ 4 Web, print and corporate design

If commissioned, Viralr will create drafts and designs for websites, print documents or brand images for the client in the formats and to the extent agreed in the offer. Additional formats and editions require a further (chargeable) order to Viralr. If Viralr provides such services at the request of the client, it is entitled to additional remuneration in accordance with the contractual agreement, or alternatively the customary and reasonable remuneration.
Supplementary consulting, patenting, production support and implementation are only part of the contract if they are listed in the offer.
Due to the different color standards for display on the web (RGB) and for print (CYMK), a complete match between web and print design depends on the device and can therefore only be achieved to a limited extent.

§ 5 Social media support

If commissioned in return for appropriate remuneration, Viralr will implement marketing measures for the client via the client's social media accounts or manage these as a whole.
Viralr will optimize the client's accounts to the agreed extent, if necessary, and create and publish content for the client.
Viralr will - if agreed - propose the content of the publications on its own responsibility and publish them after approval by the client. Approvals must always be received in good time (at least 48 hours) before the planned publication date. The parties can work out a framework for publications on social media, within which Viralr can create and publish content without prior individual coordination.
Viralr will provide the client with a report on the success of the publications at the agreed intervals with the agreed key figures.

§ 5 Creation and booking of advertisements (SEA, PPC)

Where agreed with an associated price section, Viralr advises, designs, creates and places paid advertising on third-party search engine or social media platforms or with other third-party providers.
If not provided by the client, Viralr researches suitable keywords, target groups or advertising locations and formats and documents these.
Viralr conceptualizes, designs and creates the advertisements in the format valid for the respective platform.
Viralr places the advertisements on the relevant platform on behalf of and for the account of the client. Viralr's prices always exclude the required advertising budget. Costs and expenses for advertising are always to be borne additionally by the client.
If agreed for a fee, Viralr will provide the client with a periodic report showing the current key figures of the advertising placements.
Any advertising budgets available to Viralr and their compliance are also determined by Viralr's offer.

§ 6 Design, content and text creation

Within the scope of the contractual service description, artistic freedom of design applies to the design of content and texts. Non-expressed specifications on the part of the client do not lead to a defect in the content.
The agreed remuneration for the design of the content and texts always relates only to the specific content ordered with the associated specifications of the client. If the specifications or the service description are changed, the client is obliged to pay the additional expenditure in accordance with the contractual remuneration, or alternatively the customary and appropriate remuneration for texts, in particular the FFW fee recommendation (in the absence of other indications, also the hourly rates recommended there) for copywriters. This also applies to all other special services such as the reworking or modification of drafts, texts and slogans.
Viralr does not proofread the texts unless proofreading has been explicitly agreed. If the client fails to provide proofreading, the consequences shall be borne by the client.
Viralr cannot provide advice on the legal implications of the texts. If the client fails to carry out a legal check, the consequences shall be borne by the client.

§ 7 Terms / termination of non-project services

All project services under this contract shall generally run until acceptance, unless they end prematurely in accordance with this contract or the applicable law.
Consulting, coaching, support, maintenance or other term-dependent services can be provided with a certain scope (e.g. quantity
of posts, sessions, dates) and/or be commissioned on a term-dependent basis. The agreement of a specific quota or a specific term is binding.
Insofar as no other term or termination provision has been agreed, termination is possible with a notice period of 3 months to the end of the quarter, provided that this does not result in falling below a certain quota.
The right to terminate without notice for good cause remains unaffected. In particular, Viralr is entitled to terminate the contract without notice,
if the client is more than 1 month in arrears with a due payment
the client culpably breaches a contractual obligation even after a warning.
A prior warning is not required if the breach of duty of the client is so serious that the continuation of the contract would be unreasonable for Viralr. This is particularly the case if Viralr itself would be liable to third parties due to the breach of duty.
If the client terminates the part of the contract without good cause, the client is obliged to pay the agreed remuneration less what Viralr saves in expenses and acquires or maliciously fails to acquire through other use of its labor. Alternatively, Viralr is entitled to 5% of that part of the remuneration which is attributable to the service not yet rendered. The same applies if the client is responsible for Viralr's termination without notice, but in this case the client is additionally obliged to compensate Viralr for any further damages. If Viralr is responsible for a termination without notice by the client, Viralr has to reimburse the client for any unused advance payments and compensate for any damages in excess thereof.

§ 8 Provision of services, impediments

Costs for third-party software or other products that are necessary for the realization of the project (e.g. licenses or subscriptions for themes, plugins,
advertising budgets, advertising materials, etc.) are not included in the price, unless otherwise agreed.
Functionalities, media design and browser compatibility can only be granted within the scope of the requirements of the third-party software product. The same applies with regard to restrictions on any other required third-party products or platforms, such as functionalities of advertising or social media platforms and search engines.
Conversions and connections from and to third-party systems shall only ever be carried out in accordance with the current status of the third-party system. Unforeseen changes to the third-party system during the implementation are complications which are to be remunerated as additional services according to the contractual rates in accordance with the offer, or alternatively according to the customary, appropriate remuneration.
The client is responsible for access to the required social media or other third-party platforms. The client is obliged to provide Viralr with the necessary authorizations, powers of attorney and access. Viralr can only provide many of its services within the framework of the client's existing accounts with the third-party platforms or other providers.
In the event of unforeseen difficulties for which third parties are responsible (provider, external software provider, advertising platform, etc.) and which lead to additional work, the client shall be obliged to pay the additional work on an hourly basis on the basis of the contractually agreed or customary, appropriate remuneration.
The integration and processing of images (e.g. cropping, retouching, optimization or conversion to other formats) or other media (PDFs, music, video, graphics, etc.) is not included in the price, unless agreed separately. The client is responsible for ensuring that the media is provided in the correct size and resolution and in the correct file and color format. Otherwise, the client shall be obliged to pay the additional processing costs by the hour on the basis of the contractually agreed or customary, appropriate remuneration.
Unless otherwise agreed in the offer, one correction loop with one change per item from the offer is included. Reversal of desired changes, subsequent changes and functional or structural changes are to be paid additionally by the client by the hour on the basis of the contractually agreed or customary local remuneration, as are subsequent changes made after the start of a new project phase.

§ 9 Performance time

The commencement of any specified performance period is subject to the clarification of all technical, legal and design issues and the timely and proper fulfillment of the client's obligations. Viralr reserves the right to plead non-performance of the contract.
Force majeure or operational disruptions occurring at Viralr or its subcontractors, e.g. due to riots, strikes, lockouts, pandemics, epidemics, natural disasters, which temporarily prevent Viralr from delivering the service on a possibly agreed date or within a possibly agreed period through no fault of its own, shall change the performance times by the duration of the performance disruption caused by the circumstances. If a corresponding disruption leads to a delay in performance of more than 2 months or if the client's interest in the fulfillment of the contract objectively ceases even before this, the client is entitled to withdraw from the contract.
If the client withdraws from a coaching or seminar or does not participate for reasons for which he is responsible, the client must pay the remuneration agreed for the coaching or seminar. Viralr must, however, allow itself to be credited for the expenses it saves as a result of the client's non-participation and which it has acquired or maliciously not acquired through other use of its services.

§ 10 Obligations of the client to cooperate, liability

The client is obliged to provide Viralr with all necessary information and data (e.g. project description or concept, media to be used, content, texts, etc.) in good time. This includes in particular all information on legal requirements for the
content or the social media accounts as well as the designs to be created by Viralr (e.g. logos) as well as all legal texts (e.g. imprint and privacy policy) and the review of any conflicting copyrights or trademark rights. The legal requirements for websites, content, advertising and designs can only be assessed and specified by a lawyer. Checking, complying with and updating legal requirements is not part of the contract, unless this is expressly agreed for an additional fee.
The client is obliged to provide the required materials in a standard, directly usable digital format. The client is advised that content on the website, in advertisements or in printed works originating from third parties (in particular photos, texts, plans, graphics, maps, sound recordings, videos, animations and drawings) may be protected by copyright. The client shall ensure that the necessary rights of use are granted, in particular reproduction, distribution and editing rights to the extent necessary for the realization of the project and the work of Viralr. A search by Viralr for conflicting trademark, copyright or other industrial property rights is not part of the contract.
The client is obliged to provide Viralr with all access to its accounts on websites, platforms or other locations required for the execution of the order and to carry out the transmission securely and in encrypted form. After completion of the order, the client is obliged to change the password immediately in order to prevent subsequent misuse. This does not apply if further support by Viralr has been agreed.
The client shall ensure that the server and software environment provided by it meets the minimum technical requirements for the project with the software environments to be used.
If the client provides Viralr with physical or non-physical objects, in particular image, text or sound files, which infringe the rights of third parties, the client is obliged to inform Viralr of this.
first request from any third-party claims. This includes in particular the costs of legal action.
The client is obliged to carry out the necessary data backups independently, in particular before the start of the order. Viralr is not liable for lost data to the extent that it would still be available if the client had properly backed up the data.
The client is obliged to maintain confidentiality towards third parties with regard to remuneration, details of the service description and internal communication.

§ 11 Default of the client, default of acceptance, withdrawal

If the client does not fulfill one of its obligations to cooperate as agreed, the resulting consequences, such as additional services and delays, shall be borne by the client. Viralr may charge the client for the additional work performed.
If information, access, documents or templates such as texts or photos are not available on time and in full, Viralr is entitled not to begin with the service or to work provisionally with placeholders. Subsequent input of the late submitted material counts as a change to the order and is to be remunerated additionally in accordance with the contractually agreed, or alternatively the customary, appropriate remuneration.
The client is advised that Viralr works on a project basis and does not take on more than a certain number of projects at the same time. If the client defaults on its obligations to provide, cooperate or accept, Viralr is entitled to postpone the time of performance. This applies in particular if this causes a conflict with other, already scheduled projects of Viralr.
In the event of a delay in the realization of the order caused by the client of more than three weeks, the client is obliged to pay Viralr for the services rendered up to that point and the additional time required for the resumption of the project.
for training on the part of Viralr in accordance with the contractually agreed, or alternatively the customary, appropriate remuneration.
If the client fails to comply with its obligations to cooperate even after the fruitless expiry of a grace period, Viralr may withdraw from the contract and claim damages instead of performance. This includes in particular the remuneration already earned and the lost profit (or the unearned overhead contribution) less expenses saved by Viralr.
If the client terminates the contract without good cause, the client is obliged to pay the agreed remuneration less what Viralr saves in expenses and acquires or maliciously fails to acquire through other use of its labor. Due to Viralr's project-related scheduling, it may not be possible to realize any other acquisition in the short term. Alternatively, Viralr is entitled to 5% of the part of the remuneration that is attributable to the service not yet rendered.

§ 12 Project, acceptance

Viralr will deliver or demonstrate each work to the client and request the client to accept the partial or complete work within a period of one week after each completed project phase (shorter periods may be chosen for urgent orders). If the client does not express any change requests or reservations within this period, the partial work (complete work) shall be deemed to have been accepted, provided that it was ready for acceptance, i.e. there were no significant defects in the partial or complete work.
The client is obliged to carry out acceptance within a period of one week after receipt of the request for acceptance, insofar as the work is ready for acceptance, or to notify reservations. If the client defaults on this obligation, the provisions of this contract on the client's obligations to cooperate and default of acceptance shall apply accordingly.

§ 13 Rights of use

After acceptance and full payment, the client acquires
The customer has the simple, non-exclusive right of use to Viralr's service. For partial works that were created before acceptance, all rights remain with von
Viralr, it is not obliged to hand over open files or layouts created on the computer to the client.
If works are used that are used under a CC license or an open source license, these license terms apply.
With the license, the client acquires the right to edit, redesign or delete the other content supplied. In the event of any change, Viralr may request to no longer be named as the author.
All Viralr documents are protected by copyright. This applies to the content of Viralr lectures, presentations, scripts and other illustrative material. The client is not entitled to reproduce, distribute or publicly reproduce such documents.
The client is not entitled to make image, film or sound recordings of meetings, training courses or seminars without the express permission of Viralr. The client agrees that Viralr may make image, film and/or sound recordings of training courses and seminars with the client's consent and use them for advertising purposes. The client is entitled to revoke or restrict this consent at any time.
Viralr has the right to be named as the author.
The client agrees that Viralr may name the service for the client as a reference on your website and in other online and offline publications. Viralr may reproduce or run excerpts from your work for the client, link the URL and use the name, brand and logo of the client for this purpose. The client may revoke this consent with effect for the future for good cause.

§ 14 Warranty rights, statute of limitations

Insofar as advertising placement, marketing, search engine optimization or other consulting services are part of the contract, a certain (economic) success cannot be guaranteed. In this respect, these are service contracts for which there is no warranty for defects.
There is freedom of design within the scope of the order. Claims for defects in artistic designs shall only exist insofar as these designs deviate significantly from the contractual proposals and these deviations are not due to
technical reasons, a lack of rights granted or a lack of cooperation on the part of the client. If changes beyond this are desired, these shall be remunerated additionally in accordance with the contractually agreed, or alternatively the customary, appropriate remuneration.
If the client makes changes to the service, the warranty shall lapse if the client does not refute a corresponding substantiated claim by Viralr that only such a change has caused the defect.
Advertising information provided by third parties, in particular by manufacturers of software used by Viralr for the provision of services, is not binding for Viralr.
If the client is a company, the client's rights due to defects in the service shall expire one year from the handover or acceptance of the service. This also applies to the client's rights to compensation or compensation in lieu of performance, including for all damage to other legal interests of the client caused by the defect, unless it is a matter of damage to life, limb or health of the client or Viralr is responsible for the defect due to intent or gross negligence.

§ 15 Contract documents, lien

Viralr reserves all property rights and copyrights to illustrations, drawings, calculations, sketches, drafts, photographs, graphics, designs and other documents. They are not part of the contract and the client cannot demand their return.
For Viralr's claims against the client arising from this contract, the client provides a contractual lien on the objects and rights provided by the client to Viralr for processing, such as in particular software, texts, images and other objects and rights protected by copyright and intellectual property rights. This contractual lien also secures other claims of Viralr against the client that do not originate directly from the order.
The client is obliged to provide Viralr with its current address as far as and as long as the lien exists. Otherwise, the client cannot derive any rights from the fact that Viralr has sold the item or the right in the event of a - justified - lien sale and has only sent the notice of lien sale to the last address known by Viralr, unless a new address was readily ascertainable for Viralr by means of residential registration information.

§ 16 Data protection

For the contract, contract data is collected in accordance with Art. 6 para. 1 lit. b GDPR (e.g. name, address and e-mail address, any services used and all other data transmitted electronically or for storage that is necessary for the execution of the contract), insofar as it is necessary for the establishment, content or amendment of a contract.
The contract data will only be passed on to third parties if this is necessary (in accordance with Art. 6 para. 1 lit. b GDPR) for the fulfillment of the contract, if this corresponds to the overriding interest in an effective service (in accordance with Art. 6 para. 1 lit. f GDPR) or if consent (in accordance with Art. 6 para. 1 lit. a GDPR) or other legal permission has been obtained. The data will not be transferred to a country outside the EU unless the EU Commission has established a level of data protection comparable to that in the EU, consent has been given or the standard contractual clauses have been agreed with the third-party provider.
Data subjects have the right at any time:
to revoke a given consent in accordance with Art. 7 para. 3 GDPR. The data processing that was based on this consent may then no longer be carried out, but the revocation does not affect the legality of the data processing carried out up to that point;
information pursuant to Art. 15 GDPR about the data processed
personal data, including information about the purposes of the processing, the category of personal data, the categories of recipients to whom the data have been or will be disclosed, the envisaged period for which the personal data will be stored, the source of the data, if
these were not collected here, as well as about automated decision-making including profiling and the existing rights, which are explained here;
demand that incorrect or incomplete data be corrected immediately in accordance with Art. 16 GDPR.
incomplete personal data is rectified, in particular if the purpose of processing has expired, a required consent has been withdrawn and there is no other legal basis or the data processing is unlawful;
request that, in accordance with Art. 17 GDPR, the personal data stored
data will be deleted unless the processing is necessary for exercising the right of freedom of expression, for the performance of a contract, for reasons of public interest or for the establishment, exercise or defense of legal claims;
request that, pursuant to Art. 18 GDPR, the processing of the
personal data is restricted if the accuracy of the data is contested or the processing is unlawful and erasure is refused and the data is no longer required, but the data subject requires it for the establishment, exercise or defense of legal claims or has objected to processing pursuant to Art. 21 GDPR;
require that the data provided be in a structured,
in a commonly used and machine-readable format or transmitted to another controller;
to the competent supervisory authority pursuant to Art. 77 GDPR
If the processing of personal data is not lawful, the competent supervisory authority is generally the supervisory authority of the habitual residence or place of work of the data subject or the registered office of our company.
to object, provided that the personal data is processed on the basis of
legitimate interests pursuant to Art. 6 para. 1 sentence 1 lit. f GDPR, if there are reasons for this arising from the particular situation of the data subject
In principle, the data will only be stored for as long as required for the purpose of the respective data processing. Further storage may be considered in particular if this is still necessary for legal prosecution or for legitimate interests or if there is a legal obligation to retain the data (e.g. tax retention periods, statute of limitations).

§ 17 Place of jurisdiction, place of performance, dispute resolution

Unless otherwise stated in the order confirmation or the contract, Viralr's place of business shall be the place of performance.
In the event of disputes arising from the business relationship between Viralr and the client, the parties are obliged to seek an amicable solution. If an agreement cannot be reached, they undertake to settle their differences in mediation before taking legal action. The possibility of summary proceedings by way of interim legal protection remains unaffected. The simple non-payment of remuneration without justification does not constitute a dispute.