of
LIT Automation, Inh. Georg Litvinov
Kopernikusstraße 84, 40225 Düsseldorf, Germany
– hereinafter: Contractor –
Part 1 – General Provisions
1.1 General
1.1.1 The Contractor offers the Client various agency services. The specific scope of services is defined in individual agreements between the Contractor and the Client.
1.1.2 The Contractor does not enter into contracts with consumers or private individuals.
1.1.3 The Contractor may subcontract the required services in its own name and for its own account to subcontractors, who may in turn use further subcontractors. Unless agreed otherwise, the Contractor remains the Client’s sole contractual partner. Subcontractors will not be used where it is evident to the Contractor that doing so would conflict with the Client’s legitimate interests.
1.1.4 If further contract documents in text or written form have become part of the contract in addition to these T&Cs, those documents take precedence over these T&Cs in the event of a conflict.
1.1.5 The Contractor does not recognize any terms and conditions of the Client that deviate from these T&Cs, unless it has expressly agreed to them.
1.2 Client’s Obligations to Cooperate
1.2.1 If the Client provides the Contractor with texts, images or other content for the performance of the commissioned services, the Client must ensure that this content does not infringe the rights of third parties (e.g. copyright, trademark rights) or violate other legal provisions. The Contractor is neither obliged nor legally able to review the Client’s business model and/or the works the Client has created or acquired (layouts, graphics, texts, etc.) for compliance with applicable law. In particular, the Contractor will not carry out trademark searches or other checks for conflicts with intellectual property rights regarding works provided by the Client. If the Client gives specific instructions regarding the work to be produced, the Client is responsible for them.
1.2.2 The Client must provide all information, data, works (e.g. the details for the legal notice, graphics, logos) and access credentials required for the performance of the contract completely and correctly. The Client must also ensure that its instructions comply with applicable law.
1.2.3 Unless individually agreed otherwise, the Client is responsible for procuring the material needed for the services (e.g. main texts, graphics, videos) and must provide it to the Contractor in good time. If the Client does not provide such material and gives no further instructions, the Contractor may, at its discretion and in compliance with the applicable copyright attribution requirements, use images from common providers (e.g. stock photo services) or insert placeholders for the relevant parts of the website. The Contractor may adapt the main texts to a reasonable extent for search engine optimization, without changing their meaning.
1.2.4 Where a data processing agreement pursuant to Art. 28 GDPR is required for individual parts of the order, both parties undertake to conclude such an agreement, to be provided by the Contractor, before the services begin.
1.2.5 The Contractor is not responsible in any way for delays in project delivery caused by the Client’s late (necessary) cooperation or input; the provisions under “Liability/Indemnification” remain unaffected.
1.2.6 If the Client fails to meet its obligations to cooperate under this section, the Contractor may invoice the Client for the resulting additional effort (e.g. the cost of stock photos and the time spent searching for them).
1.3 Use of Artificial Intelligence (AI)
The Contractor may use AI tools in the course of providing its services.
Part 2 – Online Presence and Technology
2.1 Website and Online Shop Development (Agile)
2.1.1 Unless individual agreements provide otherwise, new websites/shops or web/shop components, or extensions of existing ones (hereinafter “Website Development”), are developed using agile methods. The remaining provisions of these T&Cs remain unaffected.
2.1.2 Website development contracts between the Contractor and the Client generally cover the development of new websites or the extension of existing websites (e.g. integrating new interfaces or programming new online applications), in line with the Client’s technical and/or design specifications. Website development contracts between the parties are contracts for work (Werkvertrag) within the meaning of §§ 631 et seq. of the German Civil Code (BGB).
2.1.3 The individual services agreed follow from the contract concluded individually between the Contractor and the Client. To this end, the Client first sends the Contractor an inquiry with the most precise possible description of the desired website content (design elements such as images, layouts, logos and fonts are, unless agreed otherwise, to be determined and provided by the Client). This inquiry is a request for the Contractor to submit an offer. The Contractor will review the Client’s requirements as described in the inquiry, to the best of its knowledge, for completeness, suitability (except legal suitability, in particular regarding third-party rights), clarity, feasibility and consistency, and will prepare an offer based on the requirements stated in the inquiry. A contract between the Contractor and the Client is only concluded once the Client accepts the offer.
2.1.4 Until acceptance, the Client may submit change requests within two rounds of revisions, provided they fall within the originally agreed scope of services. Such changes become part of the original contract once both parties agree to them in text form (e.g. by email). Otherwise, the Contractor is only obliged to deliver the functions/items listed in the contract or to perform the agreed service. Any further services, in particular change requests after acceptance and ongoing content maintenance, must be agreed and paid for separately.
2.1.5 Once the website is completed, the Contractor will ask the Client to accept it.
2.1.6 The Contractor’s work is conditional on the Client providing, in good time and in a suitable form, all data required for the project (e.g. texts, templates, graphics, fonts) and/or system environments.
2.1.7 Clearing or acquiring rights, and procuring and integrating plugins and/or tools (e.g. analytics) or certificates (e.g. SSL/TLS), are only owed if expressly agreed. The Contractor will hand over the source code at the Client’s request, after full payment and by arrangement (e.g. via repository access or as an archive file). There is no entitlement to further materials such as development documentation or manuals.
2.1.8 The website is responsive and designed for common smartphone, tablet and desktop screen sizes and for the current versions of the common browsers (Chrome, Safari, Firefox, Edge). No guarantee is given for every individual device or browser version. Search engine optimization (SEO) is only owed if expressly agreed.
2.1.9 The Contractor is neither permitted nor obliged to advise the Client on competition law, consumer protection, labeling requirements or other legal matters within the meaning of the German Legal Services Act (RDG). It is therefore the Client’s responsibility to inform itself about the competition, consumer protection and labeling rules applicable to its website or shop and, where appropriate, to have the shop reviewed by a specialized lawyer. If legal texts (e.g. legal notice, privacy policy) are part of the scope of services, they are set up using a legal text generator, to the current state of the art and based on the Client’s information; no guarantee is given as to their completeness or legal certainty. The Client is itself responsible for the accuracy of its information and for updating the legal texts after later changes, unless maintenance under section 2.2 has been agreed.
2.1.10 If no maintenance and support services under section 2.2 are agreed, the Client alone is responsible for technical upkeep and up-to-date software after acceptance. The Contractor is not liable to the Client for any security vulnerabilities exploited for unlawful purposes through the use of outdated third-party software (hacking).
2.1.11 Unless agreed otherwise, the website is hosted by a third-party provider (e.g. Netlify) in the Client’s own account. The Client bears the associated costs. The domain remains with the Client’s registrar and is merely connected to the website. The Contractor is not liable for outages, disruptions, price changes or changes to the services of these third-party providers.
2.2 Website / Online Shop Maintenance and Support
2.2.1 After the website, or individual parts of it, are completed, the Contractor may offer the Client maintenance and support services for the website (hereinafter “Maintenance Contracts”). The Contractor may also offer maintenance of third-party websites. However, the Contractor is not obliged to make such an offer, and the Client is not obliged to use the Contractor’s additional services. Corresponding agreements are made exclusively on an individual basis.
2.2.2 Maintenance Contracts cover the resolution of malfunctions and the event-driven updating of the website for common web browsers in their current versions. Further services, such as regular maintenance, may be agreed individually where applicable.
2.2.3 The Contractor is not liable for malfunctions and incompatibilities caused by unauthorized changes made by the Client or resulting from other errors outside the Contractor’s area of responsibility; the provisions under “Liability/Indemnification” remain unaffected.
2.2.4 Unless agreed otherwise, maintenance includes the technical updating of the website and the updating of the legal notice and privacy policy. The legal texts are updated using a legal text generator based on the Client’s information; the Client must notify the Contractor of changes (e.g. new services, tools or changed company details) without being asked. Legal advice is not owed. Any further updating of the website’s content is not part of maintenance.
Part 3 – Creation and Design of Content
3.1 Writing of Texts / Copywriting
3.1.1 The Contractor writes texts for the Client, among other things (e.g. press releases, website articles, advertising copy). The content of these texts is determined individually.
3.1.2 Once the agreed texts are completed, the Contractor will submit them to the Client for approval and acceptance. Unless agreed otherwise, the Client is entitled to two rounds of revisions. Complaints about stylistic design, or the inclusion of new information in the text, are generally excluded after the second round of revisions. If the Client requests further changes, the Client bears the additional costs.
3.1.3 If the Contractor has been commissioned to publish the texts, publication takes place, unless agreed otherwise, only after the Client’s approval; approval also constitutes acceptance of the texts. For press releases, a distribution date for sending them to the media is set after approval. If the Client publishes the texts itself or is to do so, it must accept the texts beforehand. If the Client publishes the texts before acceptance, the publication counts as acceptance.
3.1.4 For errors discovered after approval/acceptance, the Contractor is liable exclusively in accordance with the provisions under “Liability/Indemnification”.
3.2 Design and Concept of Graphics and Logos (Designs)
3.2.1 By agreement with the Client, the Contractor takes on the concept and design of graphics and/or logos (hereinafter “Designs”).
3.2.2 To this end, the Client first sends the Contractor an inquiry with the most precise possible description of the desired Designs. This inquiry is a request for the Contractor to submit an offer. The Contractor will review the Client’s requirements as described in the inquiry, to the best of its knowledge, for completeness, suitability (except legal suitability, in particular regarding third-party rights), clarity, feasibility and consistency, and will prepare an offer based on the requirements stated in the inquiry. A contract between the Contractor and the Client is only concluded once the Client accepts the offer.
3.2.3 The Contractor’s work is conditional on the Client providing all data required for the project (color definitions, etc.) completely and in a suitable form before the start of the order. If the Client fails to do so, the Contractor may invoice the Client for the resulting time spent.
3.2.4 Unless agreed otherwise, the Client is entitled to two rounds of revisions per Design. After these rounds, requests for changes and complaints (in particular regarding artistic design) are no longer taken into account. If the Client requests further changes after the agreed rounds of revisions, the Contractor may carry them out for an additional fee to be agreed.
3.2.5 Once the agreed Design is completed, the Contractor will ask the Client to accept the work. The Designs are sent to the Client in a common file format.
3.2.6 The Contractor grants the Client the usage rights to the Designs required for the respective purpose. Unless provided otherwise, for logos an exclusive right of use, unlimited in time, territory and content, is granted; however, individual graphic elements of the logos may be used to create other works, as long as this does not create a risk of confusion with the logo created. For all other Designs, unless individually agreed otherwise, a non-exclusive right of use is granted. Any transfer of the usage rights by the Client to third parties requires an individual agreement with the Contractor. The drafts presented during the revision rounds may not be used, reproduced or passed on to third parties by the Client, either in original or modified form, without the Contractor’s express consent.
3.2.7 The usage rights pass to the Client only upon full payment of the fee.
Part 4 – Marketing
4.1 SEO Marketing
The Contractor offers the Client services in the field of SEO marketing, among other things. In providing these services, the Contractor owes solely the implementation of measures that, in the Contractor’s experience, can positively influence search engine rankings or that the Client expressly instructs. This is a service within the meaning of §§ 611 et seq. BGB. A specific result (e.g. a certain position in search engine results) is only owed within the SEO services if it has been expressly guaranteed.
Part 5 – Other Provisions
5.1 Prices and Remuneration
The remuneration for the Contractor’s services is subject to an individual agreement between the parties and is generally based on the offer.
All prices are net, plus statutory VAT, unless the offer states otherwise. Unless the offer provides otherwise, the remuneration is due 50% as a down payment upon commissioning and 50% upon handover of the finished work. The Client is free to pay the full amount (100%) immediately. Invoices are payable within 7 days of the invoice date without deduction.
The Contractor begins implementation only after receipt of the down payment (at least 50% of the agreed remuneration). Agreed deadlines begin at the earliest upon receipt of payment and provision of the content and access credentials to be supplied by the Client.
If the Client is in default of payment, statutory default interest and the flat-rate default fee under § 288 BGB apply. In this case the Contractor may suspend its work until full payment is received. Resulting delays are not at the Contractor’s expense.
5.2 Acceptance
Where a work has been agreed, the Contractor will ask the Client to accept it. The acceptance period within the meaning of § 640 (2) sentence 1 BGB is set at 2 weeks from the request for acceptance, unless special circumstances in a particular case require a different period, which the Contractor will then communicate to the Client separately. If the Client does not respond within this period, or does not refuse acceptance on account of a defect, the work is deemed accepted.
5.3 Warranty for Defects
An insignificant defect does not give rise to warranty claims. The Contractor chooses the type of subsequent performance. 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, body or health caused by the Contractor. The limitation period does not restart if subsequent performance is carried out under the warranty for defects. Independently of this, the Contractor will fix technical errors in the website that are reported to it within 30 days after go-live free of charge. This does not cover change requests, content maintenance, errors caused by later changes made by the Client or third parties, or disruptions at third-party providers (e.g. hosting, plugins, interfaces). In all other respects, the statutory warranty for defects that existed at the time of acceptance remains unaffected.
5.4 Grant of Rights, Self-Promotion and Right of Mention
5.4.1 After the Client has paid for the order in full, the Contractor grants the Client a non-exclusive, non-transferable right of use to the respective work results. Further rights may be agreed individually.
5.4.2 Unless agreed otherwise, the Client expressly permits the Contractor to present the project publicly in an appropriate manner for self-promotion (references/portfolio). In particular, the Contractor may advertise the business relationship with the Client and may name itself as the author on all promotional materials created and in all promotional activities, without the Client being entitled to any remuneration.
5.4.3 The Contractor is further entitled to place the note “Built by LIT Automation”, with logo and a link to litautomation.com, in the footer of the website(s), and to place its name with a link in the legal notice, without the Client being entitled to any remuneration. The Client may remove the note, or have it removed, at any time.
5.5 Confidentiality
The Contractor will treat all business matters that come to its knowledge as strictly confidential, in particular, but not exclusively, print documents, layouts, storyboards, figures, drawings, audio tapes, images, videos, DVDs, CD-ROMs, memory cards, passwords, interactive products and any other documents containing films and/or audio plays and/or other copyright-protected material of the Client or its affiliated companies. The Contractor undertakes to impose the duty of confidentiality on all employees and/or third parties (e.g. suppliers, graphic designers, programmers, film producers, sound studios) who have access to the aforementioned business matters. The duty of confidentiality applies indefinitely beyond the term of this contract.
5.6 Liability/Indemnification
5.6.1 The Contractor is fully liable on any legal ground in cases of intent or gross negligence, for intentional or negligent injury to life, body or health, on the basis of a guarantee, unless otherwise provided in this respect, or on the basis of mandatory liability, such as under the Product Liability Act. If the Contractor negligently breaches an essential contractual obligation, its liability is limited to the typical, foreseeable damage, unless unlimited liability applies under the preceding sentence. Essential contractual obligations are obligations that the contract imposes on the Contractor according to its content in order to achieve the purpose of the contract, whose fulfillment makes proper performance of the contract possible in the first place and on whose observance the Client may regularly rely. In all other respects, the Contractor’s liability is excluded. The above liability provisions also apply to the liability of the Contractor for its vicarious agents and legal representatives.
5.6.2 The Client indemnifies the Contractor against all third-party claims asserted against the Contractor due to the Client’s breaches of these T&Cs or of applicable law.
5.7 Final Provisions
5.7.1 Contracts concluded between the Contractor and its clients are governed by the substantive law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
5.7.2 If the Client 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 Contractor’s registered seat is the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction remain unaffected.
5.7.3 The Contractor may amend these T&Cs for objectively justified reasons (e.g. changes in case law, legislation, market conditions or business strategy), observing a reasonable notice period. Existing clients will be notified of the amendment by email at least two weeks before it takes effect. If an existing client does not object within the period set in the notice of amendment, its consent to the amendment is deemed given. If it objects, the amendments do not take effect; in that case, the Contractor may terminate the contract extraordinarily as of the date the amendment would have taken effect. The notice of the intended amendment will point out the deadline and the consequences of objecting or failing to object.
This English version is a courtesy translation. In case of discrepancies, the German version prevails.