AGB
General terms and conditions
The general terms and conditions of notus Marvin Sangines, Boyenstrasse 42, 10115 Berlin
.§1 Scope
These GTC apply to the legal relationships between notus (hereinafter also "the Provider") and customers, which were concluded via the website https://notus.xyz or offline. The legal relationship between the provider and the customer, as well as the contracts concluded in this legal relationship, shall be governed exclusively by these GTC and the written offer. Deviating regulations or provisions of the customer are hereby expressly contradicted. Deviating rules or regulations of the customer shall not apply even if they are not expressly contradicted individually. These GTC apply to both consumers and entrepreneurs, unless a differentiation is made in the respective clause. By using the website https://notus.xyz or booking one of the services and products offered on it, the customer accepts the current version of these GTC as binding for all legal relationships between him and the provider. The Provider reserves the right to adjust these General Terms and Conditions in the event of changes in the law, changes in jurisdiction, changes in economic circumstances or significant changes to the Provider's business model. The Customer will be informed in advance of any change to the Terms and Conditions in writing or by e-mail. The new General Terms and Conditions shall take effect from the time the Customer agrees to the new General Terms and Conditions in writing or by e-mail or, at the latest, after the expiration of a period of 6 (six) weeks after the Customer has been informed of the change in the General Terms and Conditions, if the Customer has not objected to the changed conditions within this period.
§2 Subject matter of the contract
Conclusion of the contractThe subject of the contract underlying these GTC is consulting in the area of B2B marketing and demand generation. In particular, we offer our customers the provision and implementation of marketing and consulting services - multimedia, video-based, telephone and also stationary. The marketing and consulting services are standardized or individualized, depending on your booking. The respective service description results directly from our offers. The concrete subject of the contract results from the contract concluded between the parties. Unless expressly agreed otherwise in writing, we also do not owe the provision of a work in this respect. The customer is aware that a success is not owed by us. With regard to the contents of a service and/or consulting contract entered into with us, we shall have a right to determine performance pursuant to Section 315 of the German Civil Code (BGB). The customer is obliged to cooperate within the framework of the contractual relationship. He shall provide the necessary cooperation immediately upon our first request. A contract is concluded when the customer signs a contract created by the provider and sent by mail, fax or letter and returns it by mail, fax or letter. By accepting the offer or paying the invoice for the conclusion of a contract, the Customer confirms receipt of a notice on the validity of these GTC as well as the opportunity to take note of these GTC provided prior to the order. The Provider shall be entitled to commission third parties to perform the services owed. The Provider shall carefully select this third party and ensure that it has the required professional qualifications. The supplier reserves the property rights and copyrights to illustrations, drawings, calculations and other documents - also within the scope of the contract initiation. This also applies to such written documents that are designated as confidential. Before passing them on to third parties, the customer requires the express written consent of the supplier
Conclusion of the contractThe subject of the contract underlying these GTC is consulting in the area of B2B marketing and demand generation. In particular, we offer our customers the provision and implementation of marketing and consulting services - multimedia, video-based, telephone and also stationary. The marketing and consulting services are standardized or individualized, depending on your booking. The respective service description results directly from our offers. The concrete subject of the contract results from the contract concluded between the parties. Unless expressly agreed otherwise in writing, we also do not owe the provision of a work in this respect. The customer is aware that a success is not owed by us. With regard to the contents of a service and/or consulting contract entered into with us, we shall have a right to determine performance pursuant to Section 315 of the German Civil Code (BGB). The customer is obliged to cooperate within the framework of the contractual relationship. He shall provide the necessary cooperation immediately upon our first request. A contract is concluded when the customer signs a contract created by the provider and sent by mail, fax or letter and returns it by mail, fax or letter. By accepting the offer or paying the invoice for the conclusion of a contract, the Customer confirms receipt of a notice on the validity of these GTC as well as the opportunity to take note of these GTC provided prior to the order. The Provider shall be entitled to commission third parties to perform the services owed. The Provider shall carefully select this third party and ensure that it has the required professional qualifications. The supplier reserves the property rights and copyrights to illustrations, drawings, calculations and other documents - also within the scope of the contract initiation. This also applies to such written documents that are designated as confidential. Before passing them on to third parties, the customer requires the express written consent of the supplier
§3 Terms of payment
A fee specified in more detail in the offer is to be paid for the service. All prices are exclusive of the currently valid value added tax, if applicable. In the case of one-off services, subject to any agreement to the contrary in the contract, the fee shall be due prior to the provision of the consulting or other service. In the case of permanent services or performance-based remuneration, the contractually agreed monthly installment shall be paid monthly no later than the third working day of the current month. Performance-based payments are calculated on the basis of the percentage of the advertising budget used, as defined in the offer. In the case of implementation services, unless otherwise agreed in the contract, 100% of the fee is due before the service is provided. Invoicing shall take place prior to the provision of the contractually agreed service. Amounts from invoices issued are due in full without deduction immediately. Payment by invoice and SEPA direct debit are available as means of payment for permanent and/or recurring services. Other means of payment are not offered and will be rejected. The statutory regulations concerning the consequences of default in payment shall apply. Offsetting by the customer is only possible with claims that have been legally established, recognized by us or are synallagmatically linked to our main claim. If the customer is an entrepreneur, he shall only be entitled to exercise a right of retention if his counterclaim is based on the same contractual relationship.
A fee specified in more detail in the offer is to be paid for the service. All prices are exclusive of the currently valid value added tax, if applicable. In the case of one-off services, subject to any agreement to the contrary in the contract, the fee shall be due prior to the provision of the consulting or other service. In the case of permanent services or performance-based remuneration, the contractually agreed monthly installment shall be paid monthly no later than the third working day of the current month. Performance-based payments are calculated on the basis of the percentage of the advertising budget used, as defined in the offer. In the case of implementation services, unless otherwise agreed in the contract, 100% of the fee is due before the service is provided. Invoicing shall take place prior to the provision of the contractually agreed service. Amounts from invoices issued are due in full without deduction immediately. Payment by invoice and SEPA direct debit are available as means of payment for permanent and/or recurring services. Other means of payment are not offered and will be rejected. The statutory regulations concerning the consequences of default in payment shall apply. Offsetting by the customer is only possible with claims that have been legally established, recognized by us or are synallagmatically linked to our main claim. If the customer is an entrepreneur, he shall only be entitled to exercise a right of retention if his counterclaim is based on the same contractual relationship.
§4 Performance deadlines
Binding appointments are to be recorded in writing or confirmed in writing by the provider. Early / free termination rights of the customer within the contract period are excluded. The right to terminate without notice for good cause shall remain unaffected. 3 In the event of premature termination by the customer for good cause, our claim to remuneration shall remain unaffected. The customer reserves the right to prove that we have incurred no damage or significantly less damage. Note on so-called B2B landing pages: If the project extends beyond two weeks of the specified end date due to the client's fault, €2,000 net will be due for every two weeks or part thereof because the contractor withholds resources for the project.
Binding appointments are to be recorded in writing or confirmed in writing by the provider. Early / free termination rights of the customer within the contract period are excluded. The right to terminate without notice for good cause shall remain unaffected. 3 In the event of premature termination by the customer for good cause, our claim to remuneration shall remain unaffected. The customer reserves the right to prove that we have incurred no damage or significantly less damage. Note on so-called B2B landing pages: If the project extends beyond two weeks of the specified end date due to the client's fault, €2,000 net will be due for every two weeks or part thereof because the contractor withholds resources for the project.
§5 Performance change procedure
The change of the agreed services to be provided requires the corresponding declaration of the parties in text form about the change. The customer may request changes and additions to the service at any time if these are technically feasible and reasonable for the provider. The Provider shall examine requests for changes within 5 working days of receipt and shall notify the Customer of the result together with any resulting costs and postponements of the performance deadlines in the form of a binding offer. If the customer accepts the offer, the changes shall become part of the contract. The Provider shall adapt all performance results, including the documentation, to the changes. If the customer does not accept the offer, the contracting parties shall continue the execution of the contract unchanged. The Provider shall continue to perform the contractual services as scheduled during an ongoing service change procedure, unless the Customer instructs it in writing that the work is to be discontinued or restricted until a decision is made on the service change. If, prior to the conclusion of the service change procedure, services are to be provided or actions are to be performed that would no longer be usable due to the service changes, the Provider shall notify the Customer thereof in writing without undue delay.
The change of the agreed services to be provided requires the corresponding declaration of the parties in text form about the change. The customer may request changes and additions to the service at any time if these are technically feasible and reasonable for the provider. The Provider shall examine requests for changes within 5 working days of receipt and shall notify the Customer of the result together with any resulting costs and postponements of the performance deadlines in the form of a binding offer. If the customer accepts the offer, the changes shall become part of the contract. The Provider shall adapt all performance results, including the documentation, to the changes. If the customer does not accept the offer, the contracting parties shall continue the execution of the contract unchanged. The Provider shall continue to perform the contractual services as scheduled during an ongoing service change procedure, unless the Customer instructs it in writing that the work is to be discontinued or restricted until a decision is made on the service change. If, prior to the conclusion of the service change procedure, services are to be provided or actions are to be performed that would no longer be usable due to the service changes, the Provider shall notify the Customer thereof in writing without undue delay.
§6 Obligations of the customer
The customer is obliged to provide all information truthfully and correctly. The customer is obligated to provide us with all information and documents necessary for the performance of the agreed services in a timely and complete manner or to allow us access to such information and documents. The customer alone shall be liable for delays that occur due to a breach of these obligations to cooperate on the part of the customer. The customer is obligated to provide only such documents for the execution of the order whose use and exploitation by the provider within the scope of the order does not conflict with any copyrights, trademark rights or other rights of third parties. 4 If the customer is an entrepreneur, he undertakes to inspect all services of the provider within a period of five working days from receipt by the customer and to report any defects. After expiry of this period without feedback from the customer, the services shall be deemed to have been accepted by the customer. In the event of violations of the aforementioned obligations, the Provider shall be entitled to terminate or withdraw from the contract with immediate effect after the expiry of a reasonable period of time to be set for the fulfillment of the obligations. The obligation to pay remuneration shall not be affected by such termination or a corresponding withdrawal, insofar as services have already been provided by the Provider.
The customer is obliged to provide all information truthfully and correctly. The customer is obligated to provide us with all information and documents necessary for the performance of the agreed services in a timely and complete manner or to allow us access to such information and documents. The customer alone shall be liable for delays that occur due to a breach of these obligations to cooperate on the part of the customer. The customer is obligated to provide only such documents for the execution of the order whose use and exploitation by the provider within the scope of the order does not conflict with any copyrights, trademark rights or other rights of third parties. 4 If the customer is an entrepreneur, he undertakes to inspect all services of the provider within a period of five working days from receipt by the customer and to report any defects. After expiry of this period without feedback from the customer, the services shall be deemed to have been accepted by the customer. In the event of violations of the aforementioned obligations, the Provider shall be entitled to terminate or withdraw from the contract with immediate effect after the expiry of a reasonable period of time to be set for the fulfillment of the obligations. The obligation to pay remuneration shall not be affected by such termination or a corresponding withdrawal, insofar as services have already been provided by the Provider.
§7 Contract term -
TerminationContracts for permanent consulting or implementation services are concluded for an indefinite period of time, unless otherwise specified in the contract. Each party has the right to terminate the contract for good cause, in particular for breach of material contractual obligations, without notice. Even in the event of premature termination of the contract, the services rendered up to that point shall be remunerated.
TerminationContracts for permanent consulting or implementation services are concluded for an indefinite period of time, unless otherwise specified in the contract. Each party has the right to terminate the contract for good cause, in particular for breach of material contractual obligations, without notice. Even in the event of premature termination of the contract, the services rendered up to that point shall be remunerated.
§8 Warranty and Liability
DisclaimerThe provider does not give any guarantees in the legal sense, subject to an express contractual provision. Warranty rights of the customer are excluded if the customer himself makes changes to the performance results of the provider or has them made by third parties, unless the customer proves that the defect was already inherent in the original result. The Provider warrants that the results of the services provided under this Agreement are free from third party intellectual property rights and that, to the Provider's knowledge, no other rights exist that restrict or exclude use in accordance with this Agreement. The Provider shall indemnify the Customer against all claims of third parties asserting an infringement of property rights with regard to the Provider's performance results. The parties shall notify each other in writing without undue delay if claims are asserted against either of them for the infringement of property rights. 5 If, contrary to Paragraph 4 or 5, the contractual use is impaired by third party property rights, the Provider shall have the right, without prejudice to the claims to which the Customer is entitled, to either modify the contractual services to an extent that is reasonable for the Customer, at the Customer's discretion, in such a way that they fall outside the scope of protection but nevertheless comply with the contractual provisions, or to obtain the authority that they can be used in accordance with the contract without restriction and without additional costs for the Customer. The presentation of data and information on the web projects created by the Provider for which the Customer is responsible is the responsibility of the respective Customer, unless the creation of such data and information by the Provider is expressly agreed by contract. The provider assumes no liability for the timeliness, completeness and accuracy of the customer's information presented there in this respect, transmitted or made available by the customer. The provider has no influence on the availability of the software hosted on third-party servers of the customer. Therefore, liability for the availability of the projects is excluded. The provider makes no promises, guarantees or other assurances in the legal sense with regard to the projects. The aim is the universal usability of the created software solutions and web projects, independent of the further hardware and software used by the customer or other users. Nevertheless, it cannot be ruled out that there are hardware and software configurations for which the services offered by the provider are not usable or usable only to a limited extent. The provider therefore excludes liability for limited or non-existent usability of these services if this is due to the choice of a specific configuration of hardware or software by the customer or the users. However, the Provider shall endeavor to establish usability in such cases as quickly as possible in cooperation with the Customer. Liability for delays caused by a breach of the customer's duty to cooperate is excluded. Furthermore, the Provider shall only be liable for intent and gross negligence as well as for damages resulting from injury to life, body or health that are based on a culpable breach of duty by the Provider or one of its legal representatives or vicarious agents. For damages based on a slightly negligent breach of material contractual obligations for which the Provider is responsible, the Provider shall only be liable for typical contractual and foreseeable damages. Material contractual obligations are obligations whose fulfillment makes the proper execution of the contract between the provider and the customer possible 6 in the first place and on whose compliance the customer regularly relies and may rely. Otherwise, there is no liability.
DisclaimerThe provider does not give any guarantees in the legal sense, subject to an express contractual provision. Warranty rights of the customer are excluded if the customer himself makes changes to the performance results of the provider or has them made by third parties, unless the customer proves that the defect was already inherent in the original result. The Provider warrants that the results of the services provided under this Agreement are free from third party intellectual property rights and that, to the Provider's knowledge, no other rights exist that restrict or exclude use in accordance with this Agreement. The Provider shall indemnify the Customer against all claims of third parties asserting an infringement of property rights with regard to the Provider's performance results. The parties shall notify each other in writing without undue delay if claims are asserted against either of them for the infringement of property rights. 5 If, contrary to Paragraph 4 or 5, the contractual use is impaired by third party property rights, the Provider shall have the right, without prejudice to the claims to which the Customer is entitled, to either modify the contractual services to an extent that is reasonable for the Customer, at the Customer's discretion, in such a way that they fall outside the scope of protection but nevertheless comply with the contractual provisions, or to obtain the authority that they can be used in accordance with the contract without restriction and without additional costs for the Customer. The presentation of data and information on the web projects created by the Provider for which the Customer is responsible is the responsibility of the respective Customer, unless the creation of such data and information by the Provider is expressly agreed by contract. The provider assumes no liability for the timeliness, completeness and accuracy of the customer's information presented there in this respect, transmitted or made available by the customer. The provider has no influence on the availability of the software hosted on third-party servers of the customer. Therefore, liability for the availability of the projects is excluded. The provider makes no promises, guarantees or other assurances in the legal sense with regard to the projects. The aim is the universal usability of the created software solutions and web projects, independent of the further hardware and software used by the customer or other users. Nevertheless, it cannot be ruled out that there are hardware and software configurations for which the services offered by the provider are not usable or usable only to a limited extent. The provider therefore excludes liability for limited or non-existent usability of these services if this is due to the choice of a specific configuration of hardware or software by the customer or the users. However, the Provider shall endeavor to establish usability in such cases as quickly as possible in cooperation with the Customer. Liability for delays caused by a breach of the customer's duty to cooperate is excluded. Furthermore, the Provider shall only be liable for intent and gross negligence as well as for damages resulting from injury to life, body or health that are based on a culpable breach of duty by the Provider or one of its legal representatives or vicarious agents. For damages based on a slightly negligent breach of material contractual obligations for which the Provider is responsible, the Provider shall only be liable for typical contractual and foreseeable damages. Material contractual obligations are obligations whose fulfillment makes the proper execution of the contract between the provider and the customer possible 6 in the first place and on whose compliance the customer regularly relies and may rely. Otherwise, there is no liability.
§9 Secrecy obligation
The Provider undertakes towards the Customer to maintain secrecy with regard to such information which has become known to it within the framework of the contractual relationship in connection with the execution of the order concerning the Customer. This shall not apply if the Customer has released the Provider from this obligation in writing. The customer releases the provider already now from this obligation for such information which must necessarily be given to third parties for the execution of the contract.
§10 Copyright and rights of use
All copyrights, rights of use or property rights to the content, representations, logos, graphics and images on our pages or within our software, as well as to the software and database on which our offer is based, remain with the provider or the respective rights holder. Upon conclusion of an order, acceptance of the offer or receipt of payment, the rights of use to the results are transferred to the client, spatially and temporally unrestricted. The provider also receives a spatially and temporally unlimited right of use to the results in order to present the customer successes for advertising purposes.
§11 Form of declarations
Legally relevant declarations and notifications that the customer has to make to the provider or a third party must be made in text form. Subsidiary agreements, supplements and amendments to this contract shall require a separate written agreement in order to be effective. This shall also apply to the waiver of the written form requirement.
The Provider undertakes towards the Customer to maintain secrecy with regard to such information which has become known to it within the framework of the contractual relationship in connection with the execution of the order concerning the Customer. This shall not apply if the Customer has released the Provider from this obligation in writing. The customer releases the provider already now from this obligation for such information which must necessarily be given to third parties for the execution of the contract.
§10 Copyright and rights of use
All copyrights, rights of use or property rights to the content, representations, logos, graphics and images on our pages or within our software, as well as to the software and database on which our offer is based, remain with the provider or the respective rights holder. Upon conclusion of an order, acceptance of the offer or receipt of payment, the rights of use to the results are transferred to the client, spatially and temporally unrestricted. The provider also receives a spatially and temporally unlimited right of use to the results in order to present the customer successes for advertising purposes.
§11 Form of declarations
Legally relevant declarations and notifications that the customer has to make to the provider or a third party must be made in text form. Subsidiary agreements, supplements and amendments to this contract shall require a separate written agreement in order to be effective. This shall also apply to the waiver of the written form requirement.
§12 Place of performance choice of law - place of jurisdiction
The statutory provisions on the places of jurisdiction shall remain unaffected unless otherwise provided for in the special provision of paragraph 3. Contracts under these General Terms and Conditions shall be governed by the laws of the Federal Republic of Germany. If the Customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction shall be the Provider's place of business. However, the provider is also entitled to sue the customer at the court of his place of residence. In the case of a contract with a consumer, the place of jurisdiction is the provider's place of business if the customer moves his place of residence or habitual abode outside the area of validity of the Federal Republic of Germany after conclusion of the contract. This also applies if the customer's place of residence or habitual abode is not known at the time the action is brought
.§13 Implementation of the ODR Directive
Online dispute resolution pursuant to Art. 14 (1) ODRVO: The European Commission provides a platform for online dispute resolution (OS), which you can find at https://ec.europa.eu/consumers/odr/. You can find our e-mail address in the imprint at https://www.notus.xyz/privacy-policy.
The statutory provisions on the places of jurisdiction shall remain unaffected unless otherwise provided for in the special provision of paragraph 3. Contracts under these General Terms and Conditions shall be governed by the laws of the Federal Republic of Germany. If the Customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction shall be the Provider's place of business. However, the provider is also entitled to sue the customer at the court of his place of residence. In the case of a contract with a consumer, the place of jurisdiction is the provider's place of business if the customer moves his place of residence or habitual abode outside the area of validity of the Federal Republic of Germany after conclusion of the contract. This also applies if the customer's place of residence or habitual abode is not known at the time the action is brought
.§13 Implementation of the ODR Directive
Online dispute resolution pursuant to Art. 14 (1) ODRVO: The European Commission provides a platform for online dispute resolution (OS), which you can find at https://ec.europa.eu/consumers/odr/. You can find our e-mail address in the imprint at https://www.notus.xyz/privacy-policy.
