Terms and Conditions

(1) These General Terms and Conditions (GTC) apply to all contracts, deliveries, and other services provided by Semesterkur UG (haftungsbeschränkt), operating under the brand Contentoren (hereinafter “Contentoren”, “we”, or “us”), in the fields of strategy consulting, online marketing, web development, software and app development, and AI automation.

(2) Our services are directed 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. Contracts with consumers within the meaning of § 13 BGB are not concluded.

(3) These GTC apply exclusively. Deviating, conflicting, or supplementary terms and conditions of the client shall not become part of the contract unless we have expressly agreed to their validity in writing.

(1) Our offers are non-binding and subject to change unless they are expressly marked as binding or contain a specific acceptance period.

(2) A contract is concluded when we confirm the client's order in text form (e.g. by email) or when we begin performing the service. The respective offer, together with these GTC, defines the scope of services.

(1) The type and scope of the services owed are governed by the respective offer or order confirmation. Services described in general terms (e.g. on the website) are non-binding descriptions and do not constitute a guarantee of characteristics.

(2) We provide our services as a service (Dienstvertrag) unless a specific work result (Werk) is expressly agreed. In particular, we do not owe a specific economic success, such as certain rankings, reach, conversion, or sales figures.

(3) We are entitled to engage subcontractors and third-party service providers to fulfil our obligations. This does not affect our responsibility for the proper performance of the service.

(4) Changes or extensions to the agreed scope of services (change requests) require a separate agreement and may lead to an adjustment of remuneration and deadlines.

(1) The client shall provide all information, content, access data, materials, and approvals required for the performance of the service in good time, completely, and in a usable form free of charge.

(2) The client warrants that content and materials provided by it (e.g. texts, images, logos, data) are free of third-party rights or that it holds the necessary rights of use. The client indemnifies us against third-party claims arising from the breach of this obligation upon first request.

(3) If the client fails to fulfil its duties to cooperate or fails to do so in good time, any resulting delays and additional expenses shall be borne by the client. Agreed deadlines shall be extended accordingly.

(1) The agreed remuneration results from the respective offer. Unless otherwise agreed, all prices are net prices plus the statutory value added tax applicable at the time.

(2) Unless otherwise agreed, invoices are payable without deduction within 14 days of the invoice date. For larger projects, we are entitled to request reasonable advance payments and payments on account according to the progress of the work.

(3) Recurring services (e.g. retainers, maintenance, hosting, ongoing support) are invoiced periodically in advance for the agreed billing period.

(4) In the event of default of payment, we are entitled to default interest at a rate of nine percentage points above the base rate as well as a flat-rate charge of EUR 40 in accordance with § 288 (5) BGB. The assertion of further damage caused by default remains reserved.

(5) The client may only offset claims that are undisputed or have been legally established. The client may only assert a right of retention insofar as it is based on the same contractual relationship.

(1) Stated deadlines and dates are non-binding unless they have been expressly agreed as binding in text form.

(2) We are not responsible for delays caused by force majeure or events that make performance significantly more difficult or impossible for us (e.g. failures of third-party providers, disruptions to communication networks, official measures). Agreed deadlines shall be extended by the duration of the hindrance.

(1) Unless otherwise agreed, we grant the client the simple (non-exclusive), spatially and temporally unlimited right to use the work results created specifically for it for the contractually intended purpose. Rights of use are only transferred upon full payment of the agreed remuneration.

(2) We retain ownership of the concepts, methods, know-how, software components, libraries, and tools we use, as well as of pre-existing works. The client receives, where relevant, a simple right of use to the extent necessary for the use of the deliverables.

(3) Rights to third-party works (e.g. stock media, open-source components, third-party software) are governed by the respective licence terms of the rights holders, which the client shall observe.

(1) The parties undertake to treat as confidential all business and trade secrets as well as information marked as confidential that becomes known to them in the course of the cooperation, and not to make them accessible to third parties. This obligation continues to apply after the end of the contract.

(2) Insofar as we process personal data on behalf of the client, the parties shall conclude a separate data processing agreement pursuant to Art. 28 GDPR. Details on the processing of data on our website can be found in our privacy policy.

(1) For services rendered under a contract for work (Werkvertrag), the statutory warranty provisions apply subject to the following modifications. We shall initially remedy defects by way of subsequent performance (rectification or new production) at our discretion.

(2) The client shall inspect deliverables without undue delay and notify us of any defects in text form with a comprehensible description. Obvious defects shall be notified within two weeks of delivery.

(3) There is no defect in the case of only insignificant deviations from the agreed characteristics or only insignificant impairment of usability, nor in the case of errors resulting from changes made by the client itself or by third parties, improper use, or an unsuitable operating environment.

(4) The limitation period for warranty claims is twelve months from delivery or acceptance, unless mandatory statutory provisions require longer periods.

(1) We are liable without limitation for damage arising from injury to life, body, or health, in cases of intent and gross negligence, for the absence of a guaranteed characteristic, and to the extent liability is mandatory under the Product Liability Act.

(2) In the case of slightly negligent breach of a material contractual obligation (an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the client regularly relies), our liability is limited to the foreseeable damage typical for this type of contract.

(3) Any further liability for slight negligence is excluded. In particular, we are not liable for lost profit, indirect damage, or consequential harm caused by a defect, unless one of the cases mentioned in paragraph 1 applies.

(4) The client is responsible for regularly backing up its data. In the event of data loss, we are only liable for the expense that would have been necessary to restore the data had the client backed it up properly.

(5) The above limitations of liability also apply in favour of our legal representatives, employees, and vicarious agents.

(1) The term of continuing obligations (e.g. retainers, maintenance, support) results from the respective agreement. Unless otherwise agreed, such contracts may be terminated with a notice period of one month to the end of the month.

(2) The right of both parties to terminate for good cause without notice remains unaffected. Good cause exists in particular if the other party culpably breaches material contractual obligations and fails to remedy the breach within a reasonable period despite a warning.

(3) Any termination must be made in text form to be effective. Services rendered up to the point of termination shall be remunerated pro rata.

We are entitled to name the client as a reference, stating its company name and logo, and to present the work results created as part of the project as a work sample (e.g. on our website and in presentations), unless the client objects in writing for a legitimate reason.

(1) The law of the Federal Republic of Germany applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Cologne, provided the client is a merchant, a legal entity under public law, or a special fund under public law.

(3) Amendments and supplements to the contract must be made in text form. This also applies to the amendment of this text-form requirement.

(4) Should individual provisions of these GTC be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that comes as close as possible to the intended economic purpose.