General Terms and Conditions

I*AM Intelligent Design GmbH

1. General Provisions
   1. These General Terms and Conditions (GTC) apply to all contracts concluded between I AM Intelligen Design GmbH (hereinafter referred to as I*AM) and the client.
   2. I*AM provides the client with services including, but not limited to, brand communication and website creation or development (including maintenance and support). The specific scope of services is subject to individual agreements between I*AM and the client.
   3. I*AM does not enter into contracts with consumers or private individuals.
   4. I*AM is entitled to assign the necessary services to subcontractors in its own name and at its own expense; these subcontractors may, in turn, engage further subcontractors. I*AM remains the sole contractual partner of the client. Subcontractors will not be engaged if it is apparent to I*AM that their involvement would conflict with the legitimate interests of the client.
   5. The contracting parties agree to each appoint a contact person who will oversee the respective order and is authorized to issue legally binding declarations of intent.
   6. I*AM does not recognize any terms and conditions used by the client, unless expressly agreed upon otherwise.
2. Client Cooperation Obligations
   1. If the client provides I*AM with text, images, or other content, they must ensure that such content does not infringe upon the rights of third parties (e.g., copyrights) or violate any other legal standards. In this context, it is noted that I*AM is not legally authorized to provide legal advice to the client. In particular, I*AM is neither obligated nor legally capable of verifying whether the client's business model and/or the works created or acquired by the client (layouts, graphics, texts, etc.) comply with applicable law. Specifically, I*AM will not conduct trademark searches or any other checks for conflicts with intellectual property rights regarding the works provided by the client. To the extent that the client provides specific instructions regarding the work to be produced, the client assumes sole liability for these.
   2. The client is obligated to provide all information, data, works (e.g., data for the legal notice, graphics, etc.), and access credentials required for the fulfillment of the order in a complete and accurate manner. Furthermore, the client must ensure that all instructions provided are in compliance with applicable law.
   3. Subject to deviating individual agreements, the client is responsible for procuring the material for the design of the websites (e.g., graphics, videos) and provides these to I*AM in a timely manner. If the client does not provide these and does not make any further specifications, I*AM may, at its own discretion and in compliance with copyright labeling requirements, use image material from common providers (e.g., stock photo service providers) or provide the corresponding parts of the website with a placeholder. I*AM assumes no liability for the licensability of the materials suggested in this way; the client is responsible for the license acquisition and any resulting costs.
   4. If the conclusion of a data processing agreement pursuant to Art. 28 GDPR is required for individual order components, both parties undertake to conclude such an agreement—to be provided by I*AM—before the start of service provision.
   5. I*AM is in no way responsible to the client for delays in the implementation of projects caused by late (necessary) cooperation or input from the client. Any cost increases incurred by I*AM due to the delay will be charged to the client upon proof.
   6. If the client fails to fulfill their obligations under this section, I*AM may charge the client for the resulting additional effort (e.g., costs for stock photos and time spent searching for them).
3. Website creation using agile methods
   1. Unless otherwise agreed individually, website creation is based on agile methods. SEO optimization is only owed if it has been expressly agreed.
   2. The subject of website creation contracts between I*AM and the client is generally the development of new websites or the expansion of existing websites (e.g., integrating new interfaces or programming new online applications) in compliance with the client's technical and/or design specifications.
   3. Unless otherwise agreed, the created websites/shops are optimized for the most common browsers Google Chrome, Apple Safari, and Mozilla Firefox in their latest versions (in each case the last two versions of the browser). Optimization for mobile devices is only owed if this has been expressly agreed.
   4. The specifically agreed services are derived from the contract individually concluded between I*AM and the client. To this end, the client first submits an inquiry to I*AM with a description as precise as possible of the desired website content (design content such as images, layouts, logos, etc., must be determined and provided by the client). This inquiry constitutes a request for I*AM to submit an offer. I*AM will examine the client's ideas described in the inquiry to the best of its knowledge and belief regarding completeness, suitability, clarity, feasibility, and consistency, and will prepare an offer based on the wishes emerging from the client's inquiry. A contract between I*AM and the client is only concluded upon the client's acceptance of the offer.
   5. The verification or procurement of rights, the procurement of tools (e.g., statistics) or certificates (e.g., SSL/TLS), or the provision of development, application, or other documentation are only to be provided by I*AM if expressly agreed upon in an individual contract.
   6. The client can access the development site at any time and contribute requests, provided these are covered by the originally agreed scope of services. Such adjustments become part of the original contract if both parties agree in text form (e.g., via email, fax, etc.). Otherwise, I*AM is only obligated to produce the functions/items listed in the contract or to provide the agreed service (e.g., maintenance). If the effort increases due to client requests or client access to I*AM's development sites, these services must be remunerated separately.
   7. I*AM's offer generally includes a "sample page" or an "online design proposal," the format and content of which are selected by I*AM at its own discretion; there is no entitlement to specific design elements or functions. If an agreement cannot be reached based on the "sample page" or the "online design proposal," no contract for the use of the work results is concluded; in this case, the potential client has no claim to the release of the "sample page," the "online design proposal," or the associated source codes, copies, or similar. Any copies remaining with the client must be deleted or returned to I*AM.
   8. As soon as the website has been completed, I*AM will request the client to accept the website.
   9. A prerequisite for I*AM's work is that the client provides I*AM with all data required for the implementation of the project (texts, templates, graphics, etc.) in a suitable format before the start of the order. If the client fails to fulfill this obligation, I*AM may charge the client for the resulting additional time expenditure.
   10. After completion and acceptance of the website and/or individual parts thereof, the client will promptly receive from I*AM—if available and/or individually agreed—all graphics and source codes via email. Documentation and/or manuals for used (third-party) modules, as well as any development documentation, will only be created upon express agreement and, in case of doubt, against reimbursement of costs.
   11. Remuneration for website creation is subject to an individual agreement between the parties; in the absence of such an agreement, the customary remuneration shall be deemed agreed. Otherwise, statutory provisions apply as a supplement.
   12. If the client uses hosting services from third-party providers rather than I*AM for the new website, I*AM assumes no responsibility for the respective servers and their configuration, data lines, and/or the accessibility of the website.
4. Special provisions for website maintenance
   1. Upon completion of the website and/or individual parts thereof, I*AM may offer the client maintenance and support services for the website. I*AM may also offer maintenance for third-party websites. However, I*AM is not obligated to provide such an offer, nor is the client required to accept any additional service offerings from I*AM. Such arrangements are exclusively subject to individual agreements.
   2. Maintenance contracts cover the resolution of functional issues and ad-hoc updates to the website for the current versions of common web browsers. Further details, such as regular maintenance, can be agreed upon in individual contracts if required.
   3. A prerequisite for maintenance is that the content to be maintained is compatible with I*AM's systems. Compatibility may be impaired, in particular, by outdated components of the content being maintained or by unauthorized changes made by the client. If compatibility is not guaranteed, the client must restore it independently (e.g., through appropriate updates) or separately commission I*AM to restore compatibility.
   4. I*AM is not liable for malfunctions and incompatibilities caused by unauthorized changes made by the client or based on other errors that do not fall within I*AM's area of responsibility; the provisions under "Liability and Indemnification" remain unaffected.
   5. Maintenance is a service that, unless otherwise agreed, covers only technical updates to the website, not content updates. In particular, I*AM is not responsible for updating the legal notice (Impressum) or the privacy policy.
5. Web hosting and domain registration
   1. I*AM also offers the client hosting and domain registration services, particularly as an add-on option during website creation. The specific scope of services (domain registration, storage space, certificates, etc.) is subject to individual agreements between the parties. I*AM is entitled to utilize third-party services in any form in connection with the provision of hosting services or to subcontract the provision of services.
   2. Unless otherwise agreed, I*AM assumes the administration and management of data when commissioned as a host.
   3. The availability of the servers used by I*AM for hosting purposes is at least 99% on an annual average. Excluded from this are periods during which the servers are unreachable due to events beyond I*AM's control (force majeure, actions of third parties, technical problems, etc.).
   4. Unless otherwise agreed, the client has no claim to the assignment of a fixed IP address for their website. Technical or legal changes are possible at any time and remain reserved.
   5. The client is obligated not to share their passwords and other access credentials—provided by I*AM—with third parties and to change them regularly. The client is personally responsible for any misuse by third parties, provided they are at fault.
   6. The client is obligated to create regular backup copies of their hosted data. If the client is unable to do so, they must commission I*AM or other professionally qualified third parties to perform the backups. The client is personally liable for any data loss resulting from a lack of data backup.
   7. If the client utilizes domain registration services from I*AM, the following additional terms apply:
      5.7.1 The contractual relationship required for the registration of the respective domain is established directly between the client and the relevant domain registry or registrar. In the relationship between the client and the registry, I*AM acts solely as an intermediary and has no influence over the domain allocation process.
      5.7.2 The client bears full responsibility for ensuring that the desired domain does not infringe upon the rights of third parties. There is no obligation to check the domain for admissibility issues or availability.
      5.7.3 The respective terms and conditions of the individual registries apply to domain registration. In the event of an intended registration, I*AM will inform the client of any specific requirements known to I*AM.
6. Print
   1. The subject of print design contracts between I*AM and the client is generally the development of design specifications for print products (e.g., logo designs, brochures, posters, flyers, banners, social media graphics, vehicle or window decals, or textiles). A different scope of services may be agreed upon between the parties in an individual contract.
   2. The specific services agreed upon are set out in the individual contract concluded between I*AM and the client. To initiate this, the client submits an inquiry to I*AM with as detailed a description as possible of the desired design services. This inquiry constitutes a request for I*AM to submit a proposal. I*AM will review the client's requirements described in the inquiry to the best of its knowledge and belief regarding completeness, suitability (excluding legal suitability, particularly concerning third-party rights), clarity, feasibility, and consistency, and will prepare a proposal based on the wishes expressed in the client's inquiry. A contract between I*AM and the client is only formed once the client accepts the proposal.
   3. After the contract is concluded, the client's requirements will be discussed in a follow-up briefing if necessary, and the specifications will be finalized. At this stage, client requests can be incorporated, provided they are covered by the originally agreed scope of services. If required, a re-briefing can be held before production begins. Adjustments become part of the original contract if both parties agree in writing. Otherwise, I*AM is only obligated to produce the items listed in the contract. Services beyond this must be agreed upon and compensated separately.
   4. Once the agreed-upon work has been completed, I*AM will request that the client accept the deliverables.
   5. Unless otherwise agreed, the client is entitled to two rounds of revisions. If the client does not respond within two weeks, the work is deemed approved. Complaints regarding artistic design are generally excluded. Should the client desire further changes, they must bear the additional costs.
   6. A prerequisite for I*AM's activities is that the customer provides I*AM with all data (texts, templates, graphics, etc.) required for the implementation of the project in full and in a suitable form before the start of the order. I*AM is in no way responsible to the customer for delays in the implementation of projects caused by late (necessary) cooperation or input from the customer. If the customer fails to fulfill this obligation, I*AM may invoice the customer for the additional time expenditure incurred as a result.
   7. Remuneration is the subject of an individual contractual agreement between the parties. Without such an agreement, the statutory provisions on reasonable remuneration apply.
   8. Unless otherwise agreed by contract and not to be expected otherwise from the purpose of the contract, I*AM only owes the handover of a print file (e.g., PDF, JPG, or PNG) in addition to the contractually agreed items when creating print products. The customer has no claim to the release of an editable file (e.g., InDesign, Photoshop, etc.).
7. Video and photography
   1. I*AM creates professional videos and photographs for its customers. The specifically agreed services are set out in the contract individually concluded between I*AM and the customer. To this end, the customer first submits an inquiry to I*AM with the most precise description possible of the services they desire. This inquiry represents an invitation for I*AM to submit an offer. I*AM will check the customer's ideas described in the inquiry to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, in particular regarding the rights of third parties), clarity, feasibility, and consistency, and will create an offer based on the wishes emerging from the customer's inquiry. A contract between I*AM and the customer is only concluded upon the customer's acceptance of the offer.
   2. The customer's specifications are taken into account to the best of our knowledge and belief. The contracting parties acknowledge that the creation of videos and photographs is a creative service that requires a high degree of artistic freedom. I*AM therefore only owes the creation of a work that, based on its own experience and assessment, corresponds to the customer's wishes. Complaints regarding artistic design are generally excluded.
   3. Unless otherwise agreed, the customer is entitled to two rounds of corrections. If the customer does not respond within two weeks, the work result is deemed approved in case of doubt. Complaints regarding artistic design are generally excluded. If the customer wishes for further changes beyond this, they must bear the additional costs.
   4. If the customer provides persons for the creation of the video or photographs (e.g., their employees or professional models), they are solely responsible for ensuring that the persons concerned have consented to the use of the recordings for the agreed purposes. In particular, they are responsible for concluding suitable model release agreements and obtaining GDPR-compliant employee commitments. I*AM is not obligated to verify the existence of such consents and is not liable for any legal violations due to missing consents.
   5. As soon as the agreed subject matter of the service has been completed, I*AM will request the customer to accept the work.
   6. Unless otherwise agreed in an individual contract, I*AM may require that a suitable copyright notice in favor of I*AM be placed in an appropriate position on the created works; this does not apply if such a notice is not customary in the industry for the specific work.
8. SEO marketing and SEA campaigns
   1. I*AM offers the customer services in the area of SEO marketing, among others. As part of the service provision, I*AM is exclusively obligated to carry out measures that, based on I*AM's own experience, can positively influence search engine rankings or are expressly ordered by the client. This is a service within the meaning of Sections 611 et seq. of the German Civil Code (BGB). A specific result (e.g., sales figures) is only owed as part of SEO services if this has been expressly guaranteed. Marketing services can be cancelled by either party with a notice period of one (1) month to the end of the month.
   2. I*AM also offers the customer services in the area of SEA campaigns. As part of the service provision, I*AM is exclusively obligated to submit proposals regarding effective keywords and, upon the customer's approval, to carry out the measure (placing advertisements). These are services within the meaning of Sections 611 et seq. of the German Civil Code (BGB). A specific result (e.g., a specific ranking in Google search results) is not owed as part of SEA services unless this has been expressly guaranteed. In addition to the claim for remuneration for the service, I*AM has a claim against the customer for reimbursement of expenses regarding the paid advertisements. I*AM is under no obligation to verify the legality of keywords. I*AM submits proposals to the customer regarding the booking of keywords. The legal review, particularly regarding the trademark rights of third parties, and the approval of the keywords are the responsibility of the customer before the campaign is carried out.
9. Prices and remuneration
   1. Prices and payment terms are always agreed upon in individual contracts. If, in exceptional cases, an individual agreement has not been made or has not been made for all components of the service, e.g., in the case of additional services initiated or requested by the customer, I*AM is entitled to invoice according to its standard rates, or alternatively, according to industry-standard rates.
10. Acceptance
    1. Where a work performance has been agreed upon, I*AM may require that acceptance be made in writing; written acceptance is only owed if I*AM requests the customer to do so. The acceptance provisions of the German Civil Code (BGB) otherwise remain unaffected. The acceptance period within the meaning of Section 640 (2) sentence 1 of the German Civil Code (BGB) is set at 2 weeks from notification of the completion of the work, unless a longer acceptance period is required in an individual case due to special circumstances, which I*AM will notify the customer of separately in such a case. If the customer does not respond within this period or does not refuse acceptance due to a defect, the work shall be deemed accepted. If acceptance is refused for only parts of the work, the remaining work shall be deemed accepted.
11. Warranty for defects
    1. Insignificant defects do not give rise to claims for defects. The choice of the type of supplementary performance lies with I*AM. The limitation period for defects and other claims is one (1) year; this reduction in the limitation period does not apply to claims for damages resulting from intent, gross negligence, or injury to life, limb, or health caused by I*AM. The limitation period does not restart if a replacement delivery is made as part of the liability for defects. Otherwise, the statutory warranty for defects remains unaffected.
12. Contract term for continuing obligations
    1. Subject to deviating provisions within or outside these GTC, long-term contracts (e.g., maintenance contracts) have a minimum term of 12 months. The notice period for termination is 3 months. If the contract is not terminated in due time by the end of the term, it automatically extends by another 12 months. The right to extraordinary termination for good cause remains unaffected.
13. Granting of Rights, Self-Promotion, and Right of Attribution
    1. Upon full payment of the order by the customer, I*AM grants the customer a basic, non-exclusive right of use for the corresponding work results and/or the respective source codes at the time of their creation. Further rights may be agreed upon between the parties by means of an individual contractual agreement. Unless otherwise agreed, the customer expressly grants I*AM permission to publicly display the project for the purpose of self-promotion (references/portfolio) in an appropriate manner. In particular, I*AM is entitled to advertise the business relationship with the customer and to refer to itself as the creator on all created advertising materials and in all advertising measures in a manner customary in the industry, without the customer being entitled to any remuneration for this.
    2. I*AM is not liable for the licensability of sample examples suggested by I*AM during the creation of work results. Upon request, however, I*AM will support the customer in their efforts to obtain licenses. Remuneration for this is based on time and effort; no guarantee of success is provided. The customer must bear the costs of all licenses. The customer is informed that licenses are often very limited in terms of geography and time, and therefore the customer must acquire a new or extended license for any use other than that originally intended. If I*AM supports and advises the customer in this regard, this is done excluding any liability, except in cases of intent or gross negligence.
    3. Furthermore, I*AM is entitled to place its own name with a link in an appropriate manner in the footer and the legal notice (Impressum) of the website(s) created by I*AM, without the customer being entitled to any remuneration for this.
14. Confidentiality
    1. I*AM will treat all business transactions that come to its attention as strictly confidential, including, but not limited to, print materials, layouts, storyboards, numerical data, drawings, audio tapes, images, videos, DVDs, CD-ROMs, interactive products, and other documents containing films and/or audio plays and/or other copyrighted materials of the customer or its affiliated companies. I*AM undertakes to impose this confidentiality obligation on all employees and/or third parties (e.g., suppliers, graphic designers, programmers, film producers, sound studios, etc.) who have access to the aforementioned business transactions. The confidentiality obligation remains in effect indefinitely beyond the duration of this contract.
15. Liability / Indemnification
    1. The liability of I*AM for all damages is limited as follows: In the event of a slightly negligent breach of a material contractual obligation ("cardinal duty"), I*AM's liability is limited to the foreseeable damage typical for the contract at the time of its conclusion. Cardinal duties are those whose fulfillment is essential for the proper execution of the contract and on whose compliance a party may regularly rely, e.g., specific advisory duties or excessive delay. This limitation of liability does not apply in cases of gross negligence or intentional acts, nor in the case of mandatory statutory liability, particularly in the event of an assumed guarantee, culpable injury to life, body, or health, or where mandatory product liability applies. The above liability provision also applies to the liability of I*AM for vicarious agents and legal representatives.
    2. The customer shall indemnify I*AM upon first request against any third-party claims asserted against I*AM due to the customer's violations of these GTC or applicable law.
    3. I*AM points out that it does not provide legal advice.
16. Final Provisions
    1. Contracts concluded between I*AM and the customer are subject to the substantive law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
    2. If the customer is a merchant, a legal entity under public law, or a special fund under public law, or does not have a general place of jurisdiction in Germany, the parties agree that the registered office of I*AM shall be the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction remain unaffected.
    3. I*AM is entitled to amend these GTC for objectively justified reasons (e.g., changes in case law, legislation, market conditions, or business strategy) by providing reasonable notice. Existing customers will be notified of such changes via email at least two weeks before they take effect. If the existing customer does not object within the period specified in the notification, their consent to the change is deemed granted. In the event of an objection, I*AM is entitled to terminate the contract extraordinarily at the time the change takes effect. The notification regarding the intended change to these terms of use will point out the deadline and the consequences of objecting or failing to do so.

Last updated: 01.12.2020