Terms and conditions

Version: August 2022

Scope

RIS Web- & Software-Development GmbH & Co. KG (hereinafter: RIS) provides all services exclusively on the basis of these Terms and Conditions. These Terms and Conditions apply to all legal transactions between RIS and its clients. They form the basis of all agreements, offers, contracts and services of RIS. They are deemed accepted by placing an order or accepting delivery. This applies in particular even if the client uses terms and conditions and these contain provisions that conflict with or deviate from the terms set out here. Conflicting or deviating terms of the client are invalid even if RIS does not expressly object to them. The client’s general terms and conditions therefore generally do not apply unless RIS agrees to them in writing. The performance of a service shall not be deemed consent. These Terms and Conditions are not overridden by any commercial custom, implied agreement or tolerance.

These Terms and Conditions also apply to all future business relationships with the client, even if they are not expressly agreed again.

Changes or additions to these Terms and Conditions require written form and, on the part of RIS, may be made only by the management. Oral agreements or declarations by other persons are effective only if confirmed in writing by the management of RIS. Other oral ancillary agreements, both in this respect and generally, shall be deemed not to have been made.

RIS informs the client in writing of changes to these Terms and Conditions. The change is deemed approved by the client if the client does not object in writing within six weeks of receipt of the change notice. RIS will point out this consequence in the change notice.

RIS provides services in the field of digital (strategy) consulting, conception, project management, brand and product communication as well as the creation, provision and implementation of software and software components.

These Terms and Conditions apply in particular

– to services such as (strategy) consulting, conception and project management in the field of e-commerce

– to the creation and provision of software

– and to accompanying services such as installation, implementation, adaptation, hosting and operation of software and related training.

Commissioning and conclusion of contract

Contracts require at least text form involving the management of RIS in order to be effective.

An email bearing the email address/signature of RIS is deemed to be a signature. This also applies to emails from clients. Agreements by fax are likewise recognised as legally valid.

Any ambiguities in the order shall be borne by the buyer.

Changes or additions to concluded contracts require written form (Section 126b BGB) involving the management of RIS. Oral agreements or declarations by other persons are effective only if confirmed in writing by the management of RIS. Other oral ancillary agreements shall be deemed not to have been made.

Contract content / services to be provided

In case of doubt, the offer of RIS is decisive for the content and scope of the services to be provided. Offers from RIS are always non-binding. The contract language is German.

The activity of RIS consists – unless otherwise agreed in an individual case, unless the contract documents or the type of service to be provided indicate otherwise – of independent and instruction-free consulting of the client as a service. A specific result is neither owed nor guaranteed. Unless otherwise agreed in an individual case, unless the contract documents or the type of service to be provided indicate otherwise, RIS owes the performance of the contractual services with the customary care in the industry.

The place of performance for all services is Regensburg. The place of success for all services is Regensburg.

Confidentiality obligation

The contracting parties undertake to treat as strictly confidential, during the entire contractual relationship and after its termination, all confidential information that becomes known in connection with the performance of the contract and not to disclose it to third parties or otherwise use it. Confidential information includes all information, whether embodied, digital or oral, that is not already otherwise public.

Client’s duties to cooperate

The client shall provide RIS immediately after the start of the contract with all documents, information and any agreed contributions required for performance of the services (for example software to be procured by the client or a project page to be made available) completely, accurately, free of third-party rights and free of charge. During the performance of the contract, the client shall also provide information, documents and contributions immediately upon request by RIS. If the client recognises that contributions or the client’s own information or requirements are incorrect or incomplete, the client shall inform RIS of this and of the consequences recognisable to the client without delay and take all necessary corrective measures. By accepting information, RIS does not at the same time acknowledge its completeness.

The client is responsible for regular and proper backup of its data hosted by itself or by an external service provider, including backup of the data against damage or loss during the performance of any agreed implementation services during which RIS accesses the client’s systems.

In all other respects, the client shall support RIS comprehensively and appropriately at its own expense.

In particular, the client shall appoint a responsible, knowledgeable contact person who is authorised to make the decisions and carry out the actions associated with the performance of the contract (so-called “Product Owner”). Further cooperation obligations of the client may arise from the contract documents, in particular service descriptions.

If the client fails to fulfil the aforementioned cooperation obligations, RIS shall notify the client and set a reasonable period within which cooperation must take place. The client must then immediately perform the specifically designated cooperation act(s) within the period or communicate any obstacles at least in text form. If the aforementioned notification of obstacles is not made within the reasonable period set by the contractor or if the client finally refuses cooperation, any resulting time delays, loss of quality or other resulting defects or damage shall be borne by the client. Insufficient cooperation by the client may already cause additional costs before the expiry of the period, for example due to necessary replanning; RIS has a claim against the client for reimbursement of these additional costs. If, after being requested by RIS, the client does not perform the cooperation act(s) incumbent on it or does not perform them completely, RIS is entitled, but not obliged, after prior written notice, to terminate the concluded contract without setting a further period or to withdraw from it. In this case, RIS may invoice the client either for the services actually provided up to the time of termination/withdrawal or, instead, for the agreed or forecast total remuneration less expenses saved as a result of the premature termination of the contract. Further claims for damages by RIS against the client due to insufficient cooperation as a breach of contractual obligations remain unaffected and exist in addition.

If the client provides RIS with content to be placed on or implemented in a homepage, online platform or other electronic media, the client alone is responsible for ensuring that this content complies with all applicable laws and third-party rights. In all other respects, RIS does not owe any review of compliance with applicable laws or regulations in relation to the client’s business transactions to which the services to be provided by RIS relate, nor any review of the data provided by the client for performance of the services or to be processed by means of the services provided by RIS for accuracy, completeness, integrity or authenticity.

Performance of the contract

RIS may use third parties (e.g. freelancers and subcontractors) to provide its services.

If an agile development process is agreed or applied in the creation of software, a Product Owner appointed by the client actively steers the project within this process. The client formulates requirements for the software. The parties map these requirements into stories which the client’s Product Owner formulates in coordination with RIS and enters into a product task list accessible to both parties and in which the client may prioritise tasks. RIS develops the software according to the task list in iterations. Until the start of the respective iteration, the client may request changes at any time; after that, changes are possible only by express agreement with RIS. The client tests the services of RIS continuously, including during ongoing iterations. At the latest after completion of an iteration, the completion of which RIS notifies to the client, the client is obliged to test the result of the iteration without delay and approve it or state the reasons for rejection. If the result is rejected, further processing takes place in the next iteration step.

Deadlines and delays in performance

All services are carried out as quickly as possible. However, dates are generally non-binding target expectations unless they are expressly agreed in writing as binding.

Agreed performance times can be binding only if the client has fulfilled its obligations (such as timely payment of an agreed advance payment and complete provision of documents to be supplied).

In the event of subsequent requests for changes or additions by the client, a binding agreed delivery time is extended accordingly and appropriately.

Further claims, in particular due to any damage caused by delay, are excluded unless RIS can be accused of at least gross negligence for the delay that occurs.

Delays in performance due to force majeure or other unforeseeable circumstances for which RIS is not responsible (e.g. general disruptions to telecommunications or power supply, unlawful activities of third parties on the internet or sabotage by malware, strike, lockout, official orders) do not place RIS in default. Agreed binding performance times are automatically extended by the duration of the impediment plus a reasonable start-up period. No claim for damages by the client against RIS results from this. This also applies if important deadlines for the client cannot be met or important events cannot occur as a result.

Acceptance, transfer of risk, supplements and warranty insofar as an order is subject to contract-for-work law

Insofar as an order/service is subject to contract-for-work law and nothing else is agreed in the individual case regarding acceptance (and transfer of risk), acceptance of the work (and transfer of risk) occurs when the work is placed on a project page set up by RIS for the client or on a project page set up by the client for this purpose, if the client is informed of this placement, a reasonable period for acceptance is set and the client does not refuse acceptance in writing within this period stating a defect. If the client is a consumer, these legal consequences occur only if RIS has informed the client, together with the request for acceptance, of the consequences of acceptance not being declared or being refused without stating defects; the notice by RIS is given in text form; the declaration of refusal of acceptance and the statement of a defect by a consumer as consumer do not have to be in writing. Acceptance may not be refused due to insignificant defects. Payment of the remuneration without reservation is equivalent to acceptance. Acceptance is also deemed to have taken place for an entrepreneur as client as soon as the client has put the work into use.

“Change management”

The effort listed in the offer of RIS or in the agreed contract/project contract in the areas of conception, design, texting, content or programming includes, unless otherwise agreed and unless an agile development process is used, a maximum of one correction loop to implement the requirements defined in the service specification/requirements specification.

Correction requests for concepts, designs, texts, content or programming already accepted are also treated after one correction loop as a supplement or additional effort and are not covered by the basic offer or agreed contract/project contract. Such additional effort arising in the course of the project in deviation from the originally calculated service will be indicated in advance and charged as a so-called “Change Request”. RIS will inform the client in good time of such additional effort and the costs of a “Change Request” before additional costs are incurred.

Warranty

If the client, being an entrepreneur, does not notify a defect within one month after acceptance of a work result, the client can no longer assert warranty claims arising from this defect, unless the defect was objectively not recognisable during this period. For the latter – the objective non-recognisability of a defect within one month – the client, being an entrepreneur, bears the burden of presentation and proof.

In any case, claims arising from warranty rights of an entrepreneur as client become time-barred one year from the time of acceptance or partial acceptance of the work.

Handover, transfer of risk and warranty insofar as an order is subject to sales law

Insofar as an order/service is subject to sales law and nothing else is agreed in the individual case regarding handover (and transfer of risk), handover (and transfer of risk) takes place when the item is placed on a project page set up by RIS for the client or on a project page set up by the client for this purpose.

If the client is an entrepreneur, claims arising from warranty rights become time-barred after one year.

If the client is also a merchant, the provision of Section 377 HGB applies instead.

Contract term

The contract comes into force upon signature. It is concluded for the contract term stated in the offer or contract. If no specific contract term is agreed, the contract ends by termination of the contract with a notice period of three months to the end of the month. The right to terminate without notice for good cause remains unaffected by this provision. Termination requires written form (Section 126a BGB). Insofar as a service is subject to contract-for-work law, the corresponding contractual relationship ends upon acceptance. If a contract contains predominantly contract-for-work elements, it ends upon acceptance. Termination of such a contract for work shall also be possible according to the statutory provisions.

Remuneration

The remuneration agreed in the contract applies. As a rule, this is:

Unless otherwise agreed in the individual contract, a net consulting hourly rate plus ancillary costs such as external costs, expenses, travel costs and allowances applies.

Unless otherwise agreed, remuneration is due 14 days after the invoice date.

In the event of payment default by the client, RIS is entitled to make all invoices outstanding at that time immediately due, regardless of the payment term agreed for them. RIS then has a contractual right of termination or withdrawal in addition to a claim for damages. (Optional:) If RIS claims damages for non-performance, this amounts to 25% of the agreed price. The amount of damage shall be set higher or lower if RIS proves higher damage or the client proves lower damage.

RIS has the right to demand instalment payments. These shall be based on the objective progress of the project.

In new business relationships and/or in the case of expected above-average remuneration, RIS may demand advance or instalment payment of up to 50% of the total remuneration of an order.

In the event of changes to or cancellation of orders, work and the like by the client and/or changes to the prerequisites for service creation, all costs incurred by RIS as a result shall be reimbursed by the client and RIS shall be indemnified by the client against any resulting liabilities to third parties.

If the client terminates an order before the start of the project, RIS charges the client 50% of the originally contractually regulated cost volume as a cancellation fee.

If the parties agree a quota of services to be called off successively by the client within an agreed period, the quotas stated in the offer are deemed firmly agreed. In good time before the expiry of the agreed call-off period, RIS informs the client if and to what extent services have not been called off and offers these services for call-off. If the client nevertheless does not call off the services in good time, RIS may demand the entire remuneration for the booked quotas. Insofar as RIS can use the resources planned for the client elsewhere, RIS deducts what is obtained thereby when invoicing. However, RIS has no obligation to generate alternative deployment options for its resources.

RIS is entitled to separate reimbursement by the client of external costs necessary for fulfilment of the order. These include in particular costs for delivery/shipping, courier services, translations, image licences, image research, hosting costs, buy-outs in general, software licences and licences in general. The costs of necessary travel shall also be reimbursed separately to RIS. The client shall also reimburse appropriate allowances. Expenses for technical ancillary costs shall also be reimbursed separately by the client.

Additional work not foreseeable when the offer was prepared due to omitted or faulty cooperation by the client or due to several requests for changes by the client shall be reimbursed appropriately/by reference to the calculation basis of the remuneration arrangement already agreed/by reference to the basic consulting hourly rate.

The client is entitled to set-off only if its counterclaim is undisputed or has been finally established by a court.

Rights of retention may likewise be asserted by the client only under the aforementioned conditions, whereby the counterclaim must be based on the same contractual relationship.

Liability

RIS is liable in cases of intent, gross negligence, claims under the Product Liability Act and without limitation in the event of injury to life, body or health in accordance with statutory provisions.

In the case of simple negligence, RIS is liable only for breach of material contractual obligations or obligations whose fulfilment enables the proper performance of the contract in the first place and on whose compliance the contractual partner may regularly rely. In this case, RIS is liable only for foreseeable damage typical of the contract. The amount of damage is limited at most to the one-time profit of RIS resulting from the respective order.

If RIS provides the client with service results for a limited period, strict liability for damages for defects already existing at the time of conclusion of the contract (Section 536a BGB) is excluded.

RIS is not liable for the loss of data or programs insofar as the damage is based on the client’s failure to carry out regular and proper data backups and thereby ensure that lost data can be restored with reasonable effort.

Insofar as liability of RIS is excluded or limited, this also applies to the personal liability of the legal representatives, employees and vicarious agents of RIS.

The risk of the legal admissibility of measures developed and implemented by RIS is borne by the client within the statutory framework. This applies in particular if the developed and implemented measures violate provisions of competition law, copyright law or advertising laws. In particular, RIS assumes no liability for project names, terms, marks, logos, photos, content in general and other copyright-protected works developed or used for the client within the scope of the order that infringe copyrights, neighbouring rights, trademark rights or other rights of third parties. RIS also assumes no liability within the statutory provisions for the patent, copyright and trademark protectability or registrability of ideas, suggestions, proposals, concepts, drafts, project names, terms, marks and logos delivered within the scope of the order. RIS is not liable for the admissibility and registrability of the work under competition and trademark law or for the novelty of the product.

By approving drafts, concepts and elaborations, the client assumes responsibility for the technical and functional correctness of text, image and design. RIS is released from any liability in this respect.

RIS is furthermore not liable for factual statements about the client’s products and services contained in advertising measures.

For orders placed with third parties in the name and for the account of the client, RIS assumes no liability or warranty towards the client insofar as RIS is not at fault in selection. In such cases, RIS acts merely as an intermediary.

If RIS itself is the client of subcontractors, RIS hereby assigns to the client all warranty, damages and other claims arising from defective, delayed or non-delivery. The client undertakes, before making a claim against RIS, first to attempt to enforce the assigned claims.

The client indemnifies RIS against all claims asserted by third parties against RIS due to conduct for which the client is responsible or liable under the contract. The client shall bear the costs of any legal prosecution in this respect.

It is pointed out that RIS merely provides recommendations for action to the customer in all consulting offers on the basis of expert knowledge.

A corresponding legal review of liability-relevant circumstances is generally not included in the order.

The workers, employees, representatives, vicarious agents and assistants of RIS are personally liable only in accordance with the provisions of this liability clause.

Rights to work results: copyright and rights of use, claim to performance, retention of title

Apart from the statutory minimum rights of the client under Sections 69d and 69e UrhG which cannot be contractually waived, RIS grants the client, upon full payment of the remuneration owed as a condition precedent, in principle only a simple, non-transferable, non-sublicensable right of use to a work created by RIS within the meaning of a protected subject matter of the UrhG, insofar as RIS itself is entitled to it, for realisation of the agreed contractual purpose and for the agreed contract term, unless otherwise agreed contractually. The client is therefore in principle, unless otherwise contractually agreed, not entitled to transfer the granted right of use in whole or in part or to have the rights exercised by third parties. Such transfer of granted rights of use, multiple uses or uses that do not correspond to the statutory minimum rights of the client under Sections 69d and 69e UrhG, which cannot be contractually waived, therefore require the consent of RIS and are subject to separate remuneration.

The legal position of the client in purchased standard software based on the mere purchase of software remains unaffected.

RIS grants the client the right of use only for the selected concept or selected draft. The other concepts or drafts may neither be used, passed on nor imitated by the client without a corresponding contractual arrangement. A copyright infringement by the client leads, among other things, to a claim for damages by RIS against the client … (quantify as a lump sum?). RIS has a comprehensive right to information regarding the scope of use. Rights of use to works within the meaning of protected subject matter of the UrhG that have not been fully paid for at the termination of the contract underlying their creation remain, in principle and unless otherwise agreed, with RIS and revert to RIS in the event of the client’s insolvency.

Suggestions by the client or other cooperation by the client do not in principle establish co-authorship and have no influence on remuneration unless this is agreed.

The client is solely responsible for checking the right to reproduce all templates supplied by the client. If, contrary to its assurance, the client is not entitled to use them, the client indemnifies RIS against all compensation claims by third parties.

All working documents, electronic data, production data, records, sketches, rough concepts and drafts created as intermediate steps for order processing remain with RIS. The client has in principle no claim to the surrender or use of these items unless otherwise agreed. Publication or partial publication of these items is in principle not permitted unless otherwise agreed.

The client may use expert opinions and other consulting results only to optimise its own e-commerce activities. Disclosure to third parties is in principle permitted only to project participants unless otherwise agreed. Publication or partial publication of these items is in principle not permitted unless otherwise agreed.

Any use, including partial use, of the works presented or handed over by RIS with the aim of concluding the order (presentations etc.), whether protected by copyright or not, requires the prior consent of RIS. This also applies to use in modified or edited form and to use of the ideas underlying the works of RIS. Acceptance of a presentation fee does not constitute consent to use the works of RIS.

Variant: transferable, sublicensable rights of use are granted

Optional: The client is entitled to further develop and edit software provided to it for its own business purposes. However, the client is in principle, unless otherwise agreed, not entitled to commercially exploit the software or further developed or edited versions like a software provider/distributor, for example to distribute copies or offer the software as a download, to provide it to third parties as multi-client software for offering an online platform of their own, or to use it or have it used for such third-party purposes. If the client wishes to commercially exploit the software as described above (e.g. as a so-called white label), the client must obtain the consent of RIS and remunerate this separately.

RIS retains ownership of data carriers to be provided until full payment of the remuneration owed by the client.

RIS is entitled to sign the products developed by RIS appropriately and in accordance with industry practice.

Customer reference

RIS is entitled to use the commissioned order for its own advertising, in particular to name the client as a reference customer on its website or in other media and also to use the client’s company logo or company mark for this purpose within the scope of a simple right of use.

The client undertakes, when distributing, publishing or making publicly accessible the services created by RIS for the client (e.g. websites, apps or similar), to indicate at a suitable place that RIS acted as service creator for the client and to place a link to the RIS website, unless this would be unreasonable for the client in the individual case.

Non-solicitation

During the cooperation and for a period of one year thereafter, the client undertakes not to solicit or, without the consent of RIS, employ or engage any employed or freelance employees of RIS used in projects of the client, including as freelancers.

For each culpable breach, the client undertakes to pay a contractual penalty in the amount of 1.5 times the gross annual salary of the respective employee or the fee. Further claims for damages remain unaffected.

Final provisions

If individual provisions of the agreed contract or these Terms and Conditions are or become invalid, this shall not affect the validity of the remaining provisions.

Instead of an invalid provision, another appropriate provision shall apply by way of contract adjustment that comes closest economically to what the contracting parties intended or would have agreed if they had known of the invalidity of the provision. The same applies in the event of a regulatory gap.

Except in cases of Section 354a HGB, the assignment of claims and the transfer of the contract or individual rights and obligations to third parties by the contractor are excluded.

The legal relationships between the parties are governed exclusively by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

If the client is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising out of and in connection with the contract is Regensburg.

If the client is neither a merchant, a legal entity under public law nor a special fund under public law, Regensburg is also agreed as the place of jurisdiction if, at the time legal action is brought, the client has no place of jurisdiction in Germany or has its habitual residence or domicile outside Germany or moves it there, or if its domicile or habitual residence is unknown.

Prices / standby flat rate

Customers with standby flat rate:

Billing cycle 10 minutes at €21.50 net

24h maximum response time to requests

Entitlement to telephone support

Customers WITHOUT standby flat rate:

Billing cycle 10 minutes at €26.50 net

72h maximum response time to requests

No telephone support

Here

you can download our agreement.