VE Virtual Entity GmbH (hereinafter referred to as: VE) offers a wide range of services in the areas of consulting, media, web and app design and marketing, among others. An overview of the services offered can be found on the company website (www.virtual-entity.com). Inquiries can be sent to kontakt@virtual-entity.com. VE's services are aimed exclusively at contractors (B2B). The following General Terms and Conditions apply to all contracts concluded by VE with its customers/clients (hereinafter referred to as: Customer or Customers). The validity of the General Terms and Conditions on the part of the Customer is expressly rejected.
§ 1 Subject matter and conclusion of contract
1.1 VE's offers are subject to change and non-binding, unless they are designated as binding in writing. By accepting the offer, the Customer submits a binding offer to conclude a contract. A legal commitment shall only come into existence through a declaration of acceptance by VE. The declaration of acceptance is made either by VE sending the Customer a down payment invoice or by VE starting to provide the service.
1.1.1 The effectiveness of VE's declarations of intent to conclude a contract – whether as an offer or acceptance – is expressly made dependent on these General Terms and Conditions being deemed valid and unopposed.
1.1.2 VE's GTC shall be sent to the Customer together with the non-binding offer. By placing an order, the Customer agrees to the full validity of these GTC.
1.2 The contract signed by both parties or the order confirmation from VE shall be decisive for the scope, type and quality of the deliveries and services, otherwise the offer from VE in which all services are already specified. Other specifications or requirements shall only become part of the contract if the contracting parties have agreed this in writing or VE has confirmed them in writing. Subsequent changes to the scope of services shall require written agreement or written confirmation by VE. For subsequent changes, Section 2.4.2 applies.
1.3 Product descriptions, illustrations, test programs, etc. are performance specifications, but not guarantees. A guarantee requires a written declaration by the VE management.
§ 2 Project implementation
2.1 VE is fundamentally free to choose the type and execution of the commissioned services.
2.1.1 VE uses Webflow and Figma software in the areas of web and app design. The provision/implementation of the contractual services shall take place exclusively within the technical possibilities and limitations of the aforementioned software.
2.1.2 The Customer acknowledges that all functions, extensions or design adaptations that go beyond the standard technical possibilities provided by Webflow and Figma cannot be implemented. Any technical limitations on the part of Webflow and Figma do not justify any claim by the Customer for rectification or compensation, insofar as these are within the scope of normal use of the platform.
2.2 VE shall inform the Customer of the progress of its activities at regular intervals, usually monthly. VE is obliged to inform the Customer immediately of any expected or actual deviations from the contractually agreed schedule or scope of services, stating the relevant reasons.
2.3 The Customer is obliged to provide all data, information, approvals and other acts of cooperation required for the provision of services by VE in good time and in the agreed form, otherwise in a suitable form.
2.3.1 Subject to any individual agreements to the contrary, the Customer shall be responsible for procuring the material for the design of the websites and other works. If the Customer does not provide them (in good time) and does not make any specifications, VE may, at its own discretion, use image material, icons, assets, etc. from common providers (e.g. stock photo service providers) or provide the corresponding parts of the website/works with a placeholder. VE shall acquire the licenses to this material for the project. Any further use by the Customer is not permitted unless there is a separate written agreement. In the event of any infringements, the Customer shall indemnify VE upon first request against any legal defense costs incurred and claims for damages by third parties.
2.3.2 If the Customer's cooperation within the meaning of Section 2.3 is not timely or incomplete, VE shall be entitled to reasonably extend the agreed timelines, dates and deadlines. In the event of a delay, VE shall in particular be entitled to give priority to other projects. The Customer shall not be entitled to preferential processing once the delay has ceased. Further processing is subject to the availability of the responsible project developers and may be delayed until after completion of the other projects brought forward due to the Customer's delay.
2.3.3 VE may charge the Customer for any additional expenses incurred as a result of a breach of the above obligations to cooperate, in particular standby times, costs for stock photos, etc. Standby time is the time during which VE is unable to continue working due to a lack of cooperation from the Customer, although VE would be willing and able to provide the contractually owed services.
2.3.4 If the delay exceeds a period of 14 days, VE shall be entitled to withdraw from the contract after prior notice.
2.3.5 VE is not obliged to check the content provided by the Customer. Liability for the information and data provided by the Customer is governed by Section 8.5 of these General Terms and Conditions.
2.4 The Customer shall be entitled to demand changes from VE to the contractually agreed scope of services. Such a request shall be made in writing.
2.4.1 VE is obliged to comply with a corresponding change request if this is reasonable within the scope of its operational capacity and technical feasibility (cf. Section 2.1.1 and Section 2.1.2). This is, in particular, not the case if the change request involves additional work and VE is already busy with other projects.
2.4.2 The change request shall be documented in writing by the parties, otherwise the change request shall be deemed invalid. In particular, any additional costs incurred by VE and postponements of the schedule shall be regulated in the written change request.
2.5 VE may use subcontractors or freelancers (service providers) to fulfill the commissioned performance obligations. They shall be deemed to be vicarious agents of the agency. Third-party services shall be shown separately by VE in the order to the Customer. Unless otherwise agreed, third-party services shall be commissioned either in the name and for the account of the Customer or in the name of VE and for the account of the Customer.
2.6 The Customer is responsible for the final launch of the project/website. In particular, this includes the connection of the domain, the configuration of the DNS settings and all other administrative measures required to publish the website. VE offers the Customer advisory support with these measures at the Customer's request, but assumes no liability for errors, delays or other disruptions resulting from this merely supportive activity.
§ 3 Performance period and delay
3.1 Information on delivery and performance dates shall not be binding unless VE has designated them as binding in writing. VE may provide partial services insofar as the delivered parts are useful for the Customer.
3.2 Delivery and performance periods shall be extended by the period in which the Customer is in default of payment under the contract and by the period in which VE is prevented from delivering or performing due to circumstances for which it is not responsible, and by a reasonable start-up period after the end of the impediment. Deadlines shall be deemed extended by the period in which the Customer fails to cooperate in breach of contract, e.g. fails to provide information, fails to provide access, fails to provide a service or fails to make employees available.
3.3 If the contracting parties subsequently agree other or additional services that affect the agreed deadlines, these deadlines shall be extended by a reasonable period.
3.4 Reminders and deadlines set by the Customer shall be in writing in order to be effective. Any extension shall be reasonable. A deadline of less than 2 weeks is only appropriate in cases of particular urgency.
§ 4 Acceptance
4.1 If the services to be provided by VE are work services, the Customer shall accept the services after handover, unless acceptance is excluded due to the nature of the work.
4.1.1 In the case of website (components) creation, VE shall inform the Customer of their completion and grant the Customer access to a staging/test version. With this information, a period of 5 working days begins during which the Customer can check the website (components) for functionality, compliance with the contractual agreements and other defects (test phase). VE requests the Customer to declare acceptance in writing by the end of the test phase at the latest.
4.1.2 The Customer shall notify VE in writing of any errors occurring during the test phase. The test phase shall be extended until the error has been rectified and by a subsequent appropriate review period.
4.1.3 If no significant errors occur during the test phase, the Customer shall declare to VE in writing that the completed contractual software is in accordance with the contract (acceptance). If VE is not notified of any defects during the test phase, the website shall be deemed to have been accepted.
4.2 In the event of acceptance in accordance with Section 4.1.3, VE shall transfer the website components to the Customer's Webflow account. Upon request, VE shall support the Customer in connecting its domain (see Section 2.6).
4.3 VE does not assume any responsibility for the server, the data lines, the user's internet access, etc.
§ 5 Remuneration
5.1 The remuneration is primarily based on the contractual agreements. VE's services shall be invoiced either as a lump sum or according to time spent at the hourly or daily rates stated in VE's offer.
5.2 The remuneration in accordance with Section 5.1 does not include any travel costs and expenses incurred. They shall be reimbursed in full against proof.
5.3 All invoices shall be issued in euros (EUR). If invoices are converted into another currency, the exchange rate published by the European Central Bank (ECB) on the day the invoice is issued shall apply.
5.4 The agreed remuneration is exclusive of the applicable statutory value added tax/sales tax, unless this is already shown on the invoice.
5.5 If the parties have agreed a lump-sum payment and VE owes a work service, the contractually agreed payment shall be due upon acceptance (Section 4).
5.6 If remuneration based on time spent or hourly/daily wages has been contractually agreed, the contractual remuneration as well as travel costs and expenses shall be invoiced monthly.
5.7 Unless otherwise stated, invoices are due and payable by the Customer within one week of invoicing without deductions. If the Customer defaults on payment of the remuneration, VE may claim default interest in the amount of eight (8) percentage points above the base interest rate.
5.8 In the areas of web and app design, the website and all rights of use shall only be transferred once the final payment has been made in full. VE shall retain all rights of ownership and use until payment has been made in full.
5.9 VE shall be entitled to suspend the provision of services under the contract if the Customer is more than fourteen (14) days in arrears with the fulfillment of its payment obligations under the contract in whole or in part.
5.10 The Customer may only offset claims that have been recognized in writing by VE or that have been legally established. Except within the scope of Section 354a of the German Commercial Code (HGB), the Customer may only assign claims arising from this contract to third parties with the prior written consent of VE. The Customer shall only be entitled to a right of retention or the defense of non-execution of the contract within this contractual relationship.
§ 6 Rights of use and attribution
6.1 The scope of the rights of use to be transferred is primarily based on the contractual agreements, otherwise it is based on the requirements arising from the nature and purpose of the contractual project. In case of doubt, VE shall fulfill its obligations by granting the exclusive right of making available to the public (Section 19a German Copyright Act [UrhG]), in particular the online and internet right as well as the right to make available on demand, which is unlimited in terms of territory, time and content. Any use of the work results beyond this that is not contractually agreed shall require VE's special consent.
6.2 The source code of the created works and their respective documentation are not subject to the granting of rights to the Customer. The provision of the source code shall be agreed separately between VE and the Customer and shall be remunerated.
6.3 Concept papers, ideas, drafts, etc. developed by VE are also excluded from the granting of rights under Section 6.1. The rights of use to this content shall remain with VE and shall be returned to VE or destroyed by the Customer upon request.
6.4 The Customer shall name VE as the author of the website in the website's legal notice.
6.5 VE shall be entitled to use the work results free of charge after completion of the project for its own advertising purposes, citing the Customer's name. This includes in particular the listing in the portfolio on the website, posts on social media or use for presentations, competitions, etc.
6.6 The rights of use pursuant to Section 6.1 shall only be granted after the remuneration agreed pursuant to Section 5 has been paid in full. The granting of rights in accordance with Section 6.1 of this contract is fully compensated with the remuneration.
§ 7 Warranty for defects
7.1 Claims for defects do not exist in the case of an insignificant deviation from the agreed or assumed quality and in the case of only insignificant impairment of usability. Product descriptions do not constitute a guarantee without a separate written agreement. In case of update, upgrade and new version deliveries, claims for defects shall be limited to the new features of the update, upgrade or new version delivery compared to the previous version status.
7.2 If the Customer demands subsequent performance due to a defect, VE shall have the right to choose between repair, replacement delivery or replacement service. If the Customer has set VE a further reasonable extension after the initial deadline has expired without result and this has also expired without result, or if a reasonable number of attempts to repair, replace or provide substitute performance have been unsuccessful, the Customer may, subject to the statutory requirements, withdraw from the contract or reduce the price and demand compensation for damages or reimbursement of expenses. Subsequent performance may also be effected by handing over or installing a new version or a workaround.
7.3 Defects shall be notified in writing by means of a comprehensible description of the indications of the defect, as far as possible evidenced by written records or other documents illustrating the defects. The notice of defects shall enable the reproduction of the defect. The Customer's statutory obligations to inspect and give notice of defects shall remain unaffected.
7.4 The limitation period for claims for defects is 12 months. The period begins with the handover.
7.5 Claims for damages are subject to the restrictions of Section 8 below.
7.6 If the defect is due to the defectiveness of the product of a supplier or similar third party and if the latter is not acting as a vicarious agent of VE, but merely passes on a third-party product to the Customer, the Customer's claims for defects shall initially be limited to the assignment of VE's claims for defects against its supplier. This shall not apply if the defect is due to improper handling of the supplier's product for which the Customer is responsible. If the Customer cannot assert its claims for defects against the supplier out of court, VE's subsidiary liability for defects shall remain unaffected.
7.7 Modifications or extensions to the services or delivered works carried out by the Customer itself or by third parties shall invalidate the Customer's claims for defects unless the Customer proves that the modification or extension is not the cause of the defect. VE shall also not be liable for defects that are attributable to improper operation and operating conditions or the use of unsuitable equipment by the Customer.
7.8 VE may refuse subsequent performance until the Customer has paid the agreed remuneration to VE, minus a portion corresponding to the economic significance of the defect.
§ 8 Liability and compensation
8.1 VE shall be liable without limitation for damage caused intentionally or through gross negligence by VE, its legal representatives or executives, as well as for damage caused intentionally by other vicarious agents; for gross negligence by other vicarious agents, liability shall be determined in accordance with the provisions for slight negligence set out in Section 8.4.
8.2 VE shall be liable without limitation for damages caused intentionally or negligently by VE, its legal representatives or vicarious agents resulting from injury to life, limb or health.
8.3 VE shall be liable for damages due to the lack of warranted characteristics up to the amount which was covered by the purpose of the warranty and which was recognizable to VE when the warranty was given.
8.4 In the event of minor negligence, VE shall only be liable for damages arising from the breach of cardinal obligations by VE, its legal representatives or vicarious agents; cardinal obligations are essential obligations which form the basis of the contract, which were decisive for the conclusion of the contract and on the fulfillment of which the Customer may rely. If VE has breached these cardinal obligations through minor negligence, its liability shall be limited to the amount that was foreseeable for VE at the time of the respective service.
8.5 VE shall not be liable for texts, images, logos or other content provided by the Customer to VE.
8.5.1 VE hereby expressly points out to the Customer that it shall ensure that this content does not violate the rights of third parties (in particular under trademark, copyright or competition law) or other legal norms. During implementation of the project, VE shall again point out possible legal violations and rights of third parties if VE has recognizable justified doubts.
8.5.2 In particular, VE shall not be obliged to check that the Customer's business model and/or the works (texts, images, layouts, graphics, etc.) created or acquired by the Customer are compatible with applicable law. In particular, VE shall not carry out any trademark searches or other checks for conflicting property rights in relation to the works provided by the Customer. If the Customer issues specific instructions regarding the work to be produced, it shall be personally liable for this.
8.5.3 In the event of a claim by a third party, the Customer shall indemnify VE against the claims of the third party and possible costs for legal defense upon first request.
8.6 As the website owner, the Customer assumes sole responsibility for compliance with all applicable statutory provisions, in particular with regard to data protection, copyright, imprint obligations, competition law and other regulations relevant to the operation of a website. VE hereby expressly draws the Customer's attention to compliance with the statutory provisions.
8.6.1 The Customer shall indemnify VE against any liability with regard to the aforementioned. The creation or control of the legally relevant website components is not part of the scope of services of the contract concluded between VE and the Customer.
8.6.2 VE advises the Customer to have the legally relevant components of the website (in particular legal notice, privacy policy, GTC) checked/created by specialized lawyers. In this regard, VE recommends Frame for Business GmbH as a non-binding cooperation partner for websites where you will not get an official warning.
8.7 Any further liability on the part of VE shall be excluded in principle. In particular, VE, its legal representatives or vicarious agents shall not be liable for slightly negligent breaches of duty with the exception of Sections 8.2 and 8.4.
8.8 The limitation period for claims arising from material defects is twelve (12) months.
8.8.1 In case of claims for damages or compensation for wasted expenditure not based on material defects, the limitation period shall be two years from the time at which the Customer became aware of the circumstances giving rise to the claim or should have become aware of them without gross negligence.
8.8.2 The above shortening of the limitation period shall not apply to claims for damages due to injury to life, limb or health or due to damage caused by gross negligence or intent.
§ 9 Confidentiality
9.1 Confidential Information within the meaning of the is contractual information which, if disclosed in physical form, is marked as "secret" or "confidential" by the Customer or, if disclosed in verbal form, is expressly marked as "secret" or "confidential" by the Customer verbally at the time of disclosure/communication.
9.2 The Customer has a confidentiality interest in the Confidential Information disclosed to VE. VE is therefore obliged to treat the Confidential Information transmitted or otherwise made accessible to it as strictly confidential and not to make it accessible to third parties, either in whole or in part, unless the Customer has given its prior written consent to disclosure to third parties and the third party is obliged to maintain confidentiality in a manner corresponding to this agreement. This applies both to Confidential Information and data provided before and after signing the contract.
9.3 VE is obliged to comply with the obligation set out in Section 9.1, which, in addition to the other provisions of this Agreement, includes in particular:
- To protect the Confidential Information, regardless of whether it is in electronic or physical form, from unauthorized access by taking appropriate measures.
- To immediately notify the Customer in writing of any breach of confidentiality obligations under this paragraph, any loss or unauthorized outflow of Confidential Information to unauthorized persons and to detect and pursue these incidents using reasonable means.
- That VE may use the Confidential Information provided, made accessible or otherwise made available to it exclusively for the purposes of performing the contract and, in particular, may not use it for its own commercial purposes or for other clients, unless and insofar as no written agreement to the contrary is made at a later date.
- That VE is obliged to make the Confidential Information it has received available only to those employees, consultants and subcontractors who need to know it for the performance of the contract (need-to-know principle) and who have also been informed of the confidential nature of such information and obliged to treat it confidentially, whereby the confidentiality obligations imposed on employees, consultants and subcontractors may not fall below the level of protection of this paragraph.
9.4 The above confidentiality obligation shall apply to VE for an indefinite period. In particular, unless otherwise agreed, it shall not be terminated by the completion of the contractual project.
9.5 There is no obligation of confidentiality for contractual information that:
- Was publicly available at the time of disclosure or became publicly available thereafter.
- Was disclosed to VE by a third party without an obligation of confidentiality.
- Was already in the possession of VE or known to VE at the time of disclosure.
- Developed by VE independently of the Confidential Information.
- If and to the extent that VE or one of its employees is obliged by law or the decision of a court or administrative authority to disclose and/or inform about the Confidential Information.
9.6 VE is obliged to return all Confidential Information to the Customer upon request immediately after the purpose of the contract has been achieved or has finally failed.
9.6.1 The obligation under Section 9.6 shall also extend to records that VE has made of Confidential Information in writing or on other data carriers as well as to copies of Confidential Information, regardless of whether these are in paper form or on other data carriers.
9.6.2 In case of data carriers that cannot be returned, such as hard disks or similar, the corresponding data on Confidential Information shall be deleted or otherwise destroyed by VE at the request of the Customer. At the Customer's request, VE shall confirm in writing that all documents and records have been surrendered, deleted or destroyed in accordance with the above obligation.
§ 10 Termination
10.1 Ordinary termination of the contract is excluded.
10.2 If the Customer nevertheless cancels the project after conclusion of the contract, VE shall receive pro rata remuneration for the services rendered up to this point in time. If only a lump-sum total remuneration has been agreed between the contracting parties, the share shall be calculated according to the ratio of the scope of services rendered up to the time of termination to the total scope of the project, multiplied by the lump-sum price agreed in the contract. The contractually defined milestones and performance records are used to determine the scope of services provided. VE shall be entitled to 10% of the agreed remuneration attributable to the part of the work not yet performed.
10.3 The contract can be terminated by either party at any time for good cause. Good cause exists if there are facts on the basis of which the terminating party cannot reasonably be expected to continue the contract until the expiry of the notice period or until the agreed termination of the contract, taking into account all the circumstances of the individual case and weighing up the interests of both parties to the contract. An extraordinary reason for termination for VE exists in particular if the Customer is in arrears with more than one monthly payment in the case of a monthly flat-rate payment.
10.4 If one of the contracting parties terminates this contract for cause, the Customer's obligation to pay VE shall lapse for the future. Services already rendered shall be invoiced pro rata up to the date of termination.
§ 11 Final provisions
11.1 Contracts between VE and the Customer, including the form in which they are concluded and all rights and obligations arising from them, shall be governed exclusively by German law. This also applies to all non-contractual claims in connection with this contract.
11.2 The parties agree that the registered office of VE shall be the exclusive place of jurisdiction for all disputes arising from and in connection with this contract.
11.3 The Customer may only transfer or assign claims against VE based on this contract to third parties with the written consent of the agency.
11.4 All amendments and additions to the contract shall be made in writing in order to be effective. This also applies to any deviation from this clause requiring the written form.
11.5 If one of the provisions of this contract is or becomes invalid, this shall not affect the validity of the remainder of the contract. In this case, the parties are obliged to replace the invalid provision with a valid provision that comes closest to the intended economic result. The same applies in the event of a gap.