1. Scope of the General Terms and Conditions
1.1 These are the General Terms and Conditions of IT2media GmbH & Co. KG (hereinafter referred to as “IT2media”) regarding the IT services and products offered by IT2media. The purpose of these terms is to govern the legal relationship between IT2media and the customer with respect to the commissioned IT services and products.
1.2 IT2media’s offer is directed exclusively at customers who are entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities, business operators, and self-employed or freelance professionals.
1.3 These General Terms and Conditions apply exclusively to the contractual relationship. Any conflicting or additional terms and conditions of the customer shall not become part of the contract. They shall also have no effect even if IT2media has not objected to them in individual cases.
1.4 The General Terms and Conditions are supplemented by the currently valid product description. These documents are available at any time at www.it2media.com and may be downloaded, saved, and printed by the customer from that site.
1.5 Individual agreements between IT2media and the customer take precedence over these General Terms and Conditions with respect to the specific contractual terms agreed upon (see Section 305b of the German Civil Code (BGB)) and are then supplemented by these General Terms and Conditions. The offer or order documents, as well as the invoice issued by IT2media, are considered individual agreements that take precedence over these General Terms and Conditions. Individual agreements must be in writing to be valid.
2. Amendment of the General Terms and Conditions
2.1 IT2media is entitled to amend the General Terms and Conditions after the conclusion of the contract, provided that this does not affect essential provisions of the contractual relationship and is necessary to adapt to developments that were unforeseeable at the time of conclusion of the contract and whose non-consideration would not insignificantly impair the balance of the contractual relationship. Essential provisions include, in particular, those regarding the nature and scope of the contractually agreed services, the term of the contract, and termination.
Furthermore, adjustments or additions may be made to the extent necessary to eliminate loopholes that have arisen after the conclusion of the contract. This may be the case, in particular, if case law changes and one or more clauses of these General Terms and Conditions are affected.
2.2 The Customer will be notified in writing of any changes to these General Terms and Conditions in a timely manner prior to the scheduled effective date. The Client has the right to object to the notified changes. If the Client does not object to the changes within a reasonable period of time, to be determined by IT2media on a case-by-case basis, following receipt of the written notice of change, the changes shall take effect on the scheduled date and become part of the contract.
The client will be specifically notified of this consequence in the notice of amendment. If the client objects in a timely manner, the previous terms and conditions shall remain in effect. If the client objects to the amended General Terms and Conditions for IT2media, IT2media shall be entitled to a special right of termination with a notice period of one month. IT2media must exercise this right of termination in writing within 4 weeks of the client’s objection.
3. Changes to IT Services, Products, and Prices
3.1 IT2media is entitled to increase the agreed-upon prices after the conclusion of the contract to the extent that price increases occur on the part of third parties from whom IT2media obtains intermediate supplies necessary for the performance of the contract. The agreed prices shall also increase to the extent necessitated by an increase in sales tax or mandatory statutory levies.
3.2 The customer will be notified in writing of any changes to IT2media, its features, or its pricing in a timely manner prior to their effective date. The client has the right to object to the notified changes. If the client does not object to the changes in writing within four weeks of receiving the notice of change, the changes will take effect on the scheduled date and become part of the contract.
The client will be specifically notified of this consequence in the notice of change. If the client objects to the change to IT2media or its functionalities or prices, IT2media is entitled to terminate the contract with one month’s notice. IT2media must exercise this right of termination within 4 weeks of the client’s objection.
4. Conclusion of the Contract
4.1 All offers from IT2media are generally subject to change. An offer from IT2media is only binding if this is expressly stated in writing or in text form. Unless otherwise noted, the offer, including the calculated prices and services, is binding on IT2media for a period of four weeks.
4.2 Based on IT2media’s non-binding offer, the customer places a binding order for the service offered by IT2media.
4.3 Order confirmations are generally not issued. However, if the order is placed by telephone, verbally, or online, a written confirmation from IT2media is required. All other verbal agreements must also be confirmed by IT2media in writing.
4.4 The contract is impliedly concluded upon the provision of services by IT2media or upon receipt of a written order confirmation.
4.5 By placing an order, the client warrants that they are an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), a legal entity, a business operator, or a self-employed person or freelancer.
4.6 IT2media is entitled at any time, at its sole discretion, to reject orders or withdraw from the contract without the customer being entitled to claims for damages if it turns out that the content or form of the service to be provided violates amended statutory provisions.
4.7 IT2media also has the right to withdraw from the contract in the event of justified doubts regarding the customer’s creditworthiness.
5. Subject Matter of the Contract
5.1 The contract documents, in particular the offer and any written order confirmation from IT2media, as well as these General Terms and Conditions, form an integral part of the contract. Individual agreements must be in writing to be valid.
5.2 The subject matter of the contract consists of the IT services and products of IT2media, which are specified in more detail in the order documents.
5.3 The Client specifies the scope of work. Based on this, the execution of the work is planned jointly.
5.4 IT2media has sole discretion to decide which employees will be assigned to perform the specific work. In doing so, IT2media may utilize its own employees, independent contractors, or other companies in the course of fulfilling the order. Regardless of this, IT2media reserves the right to replace employees at any time.
5.5 The employees assigned to perform the tasks are subject exclusively to the instructions of IT2media, regardless of whether the service is provided directly at the Client’s premises. The employees are not integrated into the Client’s operations. The Client may submit proposals and task specifications only to the project manager or account manager at IT2media, but not directly to individual employees.
5.6 The dates specified in the implementation and project plans are generally estimated times, unless it is clear from the agreements reached between the parties that the dates have been set as binding.
5.7 If IT2media relies on the Client’s cooperation or information and the service is delayed due to a lack of or delayed cooperation, or if the provision of the service is impeded by force majeure, e.g., war, unrest, natural disasters, or similar events such as strikes, lockouts, government intervention, or other circumstances beyond its control, the agreed deadlines shall be extended by a reasonable period.
5.8 In such a case, IT2media shall inform the Client of the circumstances of the impediment and, upon its cessation, shall immediately agree on a new date for the provision of services.
5.9 During the term of the contract and the associated use of IT2media systems, the Client may propose changes and adjustments at any time.
5.10 IT2media will respond in writing to the Client’s requests for changes and/or adjustments by providing a statement regarding their feasibility and by preparing a corresponding offer.
5.11 Upon the Client’s acceptance of the offer, a contract with content amended in accordance with the offer shall come into effect between the Client and IT2media. The remuneration for this shall be based on IT2media’s current price list at that time.
5.12 Until the amended contract is concluded, all other work shall continue to be performed in accordance with the existing contracts. The Client is, however, entitled to demand the complete or partial suspension of any work. Any resulting delays in performance or deadlines shall, however, be borne by the Client.
6. Acceptance
6.1 If the Client’s order consists of several individual works that can be used independently of one another, the Client must accept each individual work separately and in a timely manner.
6.2 If off-the-shelf products are used as a basis or tool for the execution of an order, functional limitations and errors caused by these products do not constitute grounds for refusing acceptance.
6.3 The client’s concepts and specifications require written acceptance by IT2media. IT2media’s concepts and specifications must be accepted by the client prior to implementation. A written order based on the content of these documents constitutes acceptance free of defects and errors.
6.4 The Client must review the results within 10 business days and either report any defects or declare acceptance. The service is deemed accepted if the Client neither reports defects nor declares acceptance within this period. Minor defects do not justify a refusal of acceptance.
6.5 Notices of defects attributable to third-party products will be reported by IT2media to the supplier for rectification, to the extent that such rectification is necessary for IT2media to provide its services.
7. Customer’s Obligations (including cooperation)
7.1 The customer is aware that the provision of the services included in IT2media, as well as their quality, may depend significantly on the customer’s cooperation. For this reason, the Client is obligated to support IT2media to the best of its ability in the provision of the agreed-upon services, to create the conditions necessary for the proper execution of the order that fall within its sphere of operation and risk, and, furthermore, to fulfill the obligations imposed on it under this Section 7 in a timely and complete manner.
7.2 These obligations include, in particular but not exclusively, the following:
7.2.1 Contractual Data
The Client is obligated to provide all contractual data requested at the time of contract conclusion completely and truthfully.
Furthermore, the Client must immediately inform IT2media in writing of any changes to the contract data and of all material circumstances necessary for the performance of the contract.
7.2.2 Legal Matters
The Client must, on its own initiative, clarify all legal matters—in particular those relating to professional, competition, trademark, copyright, personality, data protection, and naming rights—prior to placing the order.
7.2.3 Security of Provided Access Data
The Client is obligated to treat any access data provided as strictly confidential and to protect it from unauthorized access to the extent necessary. The Client shall immediately notify IT2media as soon as it becomes aware that such access data has been disclosed to unauthorized third parties.
The Client is not permitted to make the access data and/or the services based on such access available to third parties for their use without prior agreement with IT2media.
7.2.4 Other Obligations to Cooperate
For the use of IT2media systems, the Client must provide the appropriate working environment (workstations, network) in accordance with IT2media’s specifications.
The Client shall cooperate free of charge in the performance of the contract, particularly with regard to implementations and the execution of works, by, for example, providing employees, workspaces, hardware and software, data, and telecommunications equipment. The Client shall grant IT2media immediate access to hardware and software, including via remote data monitoring. The Client shall answer questions, review results, and test systems provided by IT2media without delay. Any errors or defects must be reported to IT2media immediately upon discovery.
The Client shall designate one or more contact persons and provide their contact information through which they can be reached. The contact person(s) must be able to make the necessary decisions on behalf of the Client or ensure that such decisions are made without delay. The contact person(s) shall ensure good cooperation with the contact persons (typically project managers, account managers) at IT2media. The Client’s employees shall be relieved of other duties to an appropriate extent to perform these activities.
The Client is obligated to use the services and systems provided by IT2media in accordance with the applicable legal provisions, any official orders, and the contractual agreements made with IT2media.
7.2.5 Legal Consequences of a Breach of (Cooperation) Obligations
Please note the customer’s indemnification obligation and liability in the event that IT2media is held liable by third parties due to a breach of the (cooperation) obligations set forth in Section 10 of these General Terms and Conditions for IT2media.
Furthermore, IT2media shall not be in default with the performance of its obligations to the extent that a delayed or failed fulfillment of an information, cooperation, or other obligation on the part of the customer is a (contributing) cause thereof. In the event of delays in the provision of individual contractual services due to the customer’s failure to cooperate or delayed cooperation, IT2media’s claim for remuneration and its due date remain unaffected.
8. Grant of Rights
8.1 The Client irrevocably grants IT2media, to the extent necessary for the performance of the contract, a simple yet transferable right of use—unrestricted in terms of time, content, and geographical scope—with respect to the content provided as well as the results arising from the provision of the service. The transfer of rights includes the full grant of rights with respect to all known and future types of use.
8.2 The Client agrees that IT2media may use the results arising from the provision of services, or parts thereof, for reference purposes in its own advertising.
8.3 IT2media is the sole owner and holder of the service, the software, all graphics, logos, trademarks, and names used by IT2media in connection with the products.
8.4 Furthermore, upon creation of the service, IT2media becomes the owner of all intellectual property rights, in particular copyrights, to the results, e.g., concepts, planning documents, specifications, developments, documentation, studies, inventions, user or maintenance manuals, and other documentation.
8.5 The Client is free to submit suggestions to IT2media for improving the service. However, by doing so, the Client confirms and acknowledges that all rights to the improvements and/or changes associated with these suggestions belong to IT2media and that IT2media is under no obligation to compensate the Client for these suggestions.
8.6 If the Client acquires copyrights to the results through its collaboration, it grants IT2media the exclusive right, unrestricted in terms of location, time, and content, to process, exploit, market, and otherwise use these results in any conceivable manner.
8.7 If the results are eligible for protection, IT2media is entitled, at its sole discretion and in its own name, to apply for the corresponding intellectual property rights in any country, to maintain them, or to abandon them at any time.
9. Client’s Rights of Use
9.1 Upon full payment, the Client shall be granted a non-exclusive right to use the deliverables, limited in duration to the term of the contract and restricted in scope to the Client’s own purposes within the scope of the project, unless otherwise agreed
9.2 Upon granting the license, IT2media grants the Client a non-exclusive, non-transferable, and revocable right, limited in duration to the term of the business relationship and restricted in scope to the content provided, to use the offered products under the conditions and for the purposes described in the offer or contract.
9.3 Any other and/or further use or exploitation is excluded. In this context, IT2media warrants that it is the rights holder or licensee of all programs offered by third-party providers and that it has been granted all corresponding rights of use for all third-party products required for the provision of services to the Client.
10. Client’s Liability and Indemnification
The Client shall indemnify IT2media and IT2media’s vicarious agents against all claims by third parties that such third parties assert against IT2media or IT2media’s vicarious agents due to a breach of any of the obligations set forth in Sections 8 and 9. This also includes compensation for any resulting damages, including the costs of a reasonable legal defense.
11. Warranty and Liability of IT2media
11.1 IT2media warrants that the software covered by this Agreement will perform the functions specified in the Statement of Work throughout the term of the Agreement. IT2media undertakes to perform the work assigned with the utmost care and to the best of its ability. In this context, the Client must immediately notify IT2media of any program errors, necessary changes, and other circumstances indicating the need for maintenance measures.
11.2 Errors reported by the Client will be rectified within a reasonable period of time. If rectification proves impossible, IT2media will offer an alternative solution.
11.3 In particular, IT2media assumes no warranty for the uninterrupted availability of the service or the quality of the services.
11.4 IT2media has no influence over the transmission of data via the Internet. IT2media therefore assumes no warranty that messages sent will reach the recipient correctly.
11.5 A specific service result or even a specific success is generally not guaranteed. If the delivery of a specific service result has been expressly agreed upon and IT2media, for whatever reason, is unable to deliver the agreed-upon service result by the agreed-upon time, IT2media is entitled to make up for the missed service result.
11.6 If the Client refuses to allow an inspection of the reported defects, the Client may not assert any further warranty claims. If the reported defects can no longer be verified following a joint inspection, the notice of defect—and thus the defect itself—shall be deemed to have been remedied.
11.7 The warranty is excluded for defects/damage arising after delivery to the Client as a result of improper or negligent handling by the Client or its agents/representatives, their failure to follow IT2media’s instructions, or due to special external influences beyond IT2media’s control.
11.8 If the Client or third parties make changes to programs or systems without prior agreement, the warranty is also excluded for such changes and the resulting consequences. IT2media does not guarantee any specific characteristics.
11.9 In the event of wholly or partially defective performance for which IT2media or its partners are responsible, the Client is entitled to request rectification from IT2media. If the rectification fails, the Client has the right, at its discretion, to a reasonable reduction in the remuneration (abatement) or to withdraw from the contract. The rectification is deemed to have failed after the second unsuccessful attempt. Further claims by the Client are excluded.
11.10 IT2media shall be liable in accordance with statutory provisions for damage to life, limb, or health resulting from a culpable breach of duty by IT2media, IT2media’s legal representatives, employees, or agents, as well as for damage covered by liability under the Product Liability Act.
11.11 Unforeseeable events, such as force majeure, strikes, governmental measures, failures of transmission equipment, or other disruptions for which IT2media is not responsible, release IT2media from its obligation to perform and from any warranty. In such cases, IT2media’s liability is also fully excluded.
11.12 IT2media assumes no liability for materials, content, and services provided by the client (e.g., employees, workspaces, hardware and software, data, and telecommunications equipment) that the client makes available to us for the performance of the contract or that the client publishes or distributes through IT2media’s platforms.
11.13 For any other damages not covered by the preceding sections, IT2media’s liability, regardless of the legal basis, is excluded to the extent permitted by law, provided that IT2media is not guilty of willful misconduct or gross negligence. Furthermore, liability is not excluded in cases of slight negligence if IT2media is at fault for breaching an obligation whose fulfillment is essential for the proper performance of the contract (so-called cardinal obligation). In the latter case, liability is limited to the foreseeable damage typical for this type of contract, but not exceeding the total annual contract value.
11.14 All claims of the customer against IT2media shall become time-barred within one year from the statutory commencement of the limitation period. This does not apply to the limitation of claims based on an intentional or grossly negligent breach of duty.
11.15 To the extent that IT2media’s liability is limited or excluded, this also applies to its service providers, legal representatives, employees, or other vicarious agents.
12. Payment / Set-off / Retention
12.1 Remuneration is generally based on IT2media’s currently valid price list, unless otherwise specified in the contract. IT2media reserves the right to make changes to the price list.
12.2 All prices are exclusive of the applicable statutory sales tax, unless the transaction is exempt from sales tax. IT2media is entitled to invoice for partial services, provided this is reasonable for the customer. Payments must be made by the due date specified on the invoice or partial invoice. No discount is granted. If payment is 30 days or more past due, IT2media may charge interest at the applicable statutory default interest rate.
12.3 Services are generally invoiced by IT2media after they have been rendered. Services are billed once a month. Exceptions require a separate agreement. IT2media may request installment payments if the duration of works and services exceeds one month. The installment amount is based on the degree of completion.
12.4 In the case of billing based on actual time and materials, this is done upon submission of the standard time sheets used by IT2media. Travel time, travel expenses, and accommodation costs are calculated based on the location of the IT2media employee’s office.
12.5 IT2media will pass on to the client, without change, any cost increases for licenses and maintenance services provided and charged by third parties in connection with the performance of services between IT2media and the client.
12.6 IT2media reserves the right to charge late payment fees for issued reminders (in non-commercial transactions, only starting with the second reminder). No later than 30 days after the due date, IT2media may charge interest at the applicable statutory default interest rate.
12.7 In principle, order brokers, third-party service providers, and other third parties are not authorized to accept payments on behalf of IT2media. If IT2media specifies “collection” or “cash payment,” prepayment or cash payment must be made immediately upon placing the order. Payments made to IT2media’s agents will be accepted upon presentation of a proper receipt.
12.8 Even during the term of the contract, IT2media is entitled, in the event of objectively justified doubts regarding the customer’s solvency, to make the continued provision of services contingent upon the settlement of outstanding invoice amounts.
12.9 The client is only entitled to set off and/or withhold payment if the counterclaims have been legally established or are undisputed.
13. Confidentiality and Data Protection
13.1 The contracting parties shall treat as confidential the trade and business secrets of the other contracting party that have become known to them in the course of their business relationship, even after the termination of the business relationship.
13.2 The Client may only make the subject matter of the contract accessible to employees and third parties to the extent necessary for the exercise of the right of use granted to it; otherwise, it shall keep all subject matter of the contract confidential. It shall inform all persons to whom it grants access to the subject matter of the contract of IT2media’s rights to the subject matter of the contract and of the obligation of confidentiality.
13.3 The processing of personal data shall take place solely in compliance with applicable data protection law, in particular the GDPR and the BDSG. The parties agree to conclude, if necessary, a data processing agreement in accordance with Article 28 of the GDPR or a joint controller agreement in accordance with Article 26 of the GDPR.
14. Miscellaneous
14.1 The place of performance and venue for both parties is the registered office of IT2media, unless otherwise required by law.
14.2 All legal relationships arising from the use of the services shall be governed by the laws of the Federal Republic of Germany, excluding the provisions of private international law and the UN Convention on Contracts for the International Sale of Goods.
15. Address
IT2media GmbH & Co. KG
Pretzfelder Str. 13
90425 Nuremberg
Tel.: +49 911 307 30 – 0
Limited partnership with its registered office in Nuremberg
Commercial Register: Nuremberg HRA 12784
VAT ID No.: DE22409966
General Partner:
IT2MEDIAVerwaltungs GmbH
Commercial Register Nuremberg HRB 19511
Managing Director: Mathias Pauli
