General Terms and Conditions

§1 Subject Matter and Scope of Application

The following General Terms and Conditions (GTC) shall apply to all legal transactions of Cantru with its contractual partners, hereinafter referred to as the "Client," in particular for services and/or works in the field of advertising and advertising technology. The specific services and works offered are detailed in the concept developed by Cantru, the offer, campaign proposals, individual orders, or cooperation agreements.

These GTC are an integral part of every concluded contract, unless otherwise agreed in detail in a separate written agreement. They shall also apply to future business relationships with the Client without requiring their explicit re-inclusion.

Amendments, supplements, as well as any deviating terms and conditions of the Client to these GTCs shall only be valid if acknowledged in writing by Cantru. This also applies if the Client's terms and conditions of business and/or delivery have not been expressly contradicted.

§2 Conclusion of Contract

Offers are always non-binding. Orders shall be accepted by means of a written order confirmation by post or email under the terms of these GTCs. Special conditions agreed orally or by email require written confirmation by post or email to become effective.

§3 Presentations and Concepts

If no order is placed following a presentation, the following shall remain the property of Cantru: presentation documents, drafts, ideas, and associated works. This means that the Client, or the organizer of a tender or pitch, may not use, edit, or use the presentation material as a basis for developing their own concepts/materials. The Client is obligated to return to Cantru all documents and materials in their possession relating to the presentation if no order is placed.

If no order is placed following a presentation, Cantru reserves the right to use the presented drafts and ideas without restriction for other projects.

If the Client or their authorized representatives pass on presentation documents or offers from Cantru to third parties, or publish, disseminate, reproduce, or use these materials, the Client shall be obliged to pay Cantru a fee equivalent to the value of the respective service. This payment shall be based on Cantru's offer or, if no offer exists, on standard market conditions.

§4 Scheduling Agreements

Deadlines and scheduling agreements must, as a matter of principle, be recorded or confirmed in writing.

The Client acknowledges the evidentiary value of continuous email correspondence.

§5 Binding Nature of an Order

For an order placed by the Client with Cantru online, via an order form, or by email inquiry, the Client will be sent a confirmation by email. Upon the Client sending written order confirmation, the order becomes binding for the Client, i.e., the price as per the offer is payable for the provision of the agreed services.

§6 Order Process and Warranty Agreement

Upon receipt of the written order confirmation from the Client, Cantru shall commence work and implement the agreed services or create a corresponding sample draft within the agreed timeframe. The processed items or web pages will be made available to the Client for inspection and acceptance. The Client only has the right to request changes/rectifications after reviewing the work or the initial draft if this has been clearly defined as an additional service in the offer. Any further requests for changes will result in billing for the additional effort incurred, based on the hourly rates in the current price list. The hourly rate, if not specified in the offer, is €100.00 net, plus VAT.

§7 Obligations and Liability of the Client

The Client is obligated to check any material provided for graphic design or web design for existing copyrights and to obtain any necessary permissions for its use. Any claims arising from copyright infringements shall be borne entirely by the Client. This excludes images and scripts procured by Cantru. The Client bears sole responsibility for any text content or other publications. The Client shall indemnify Cantru against all claims asserted by third parties against Cantru due to conduct for which the Client is responsible or liable under the contract. The Client shall bear the costs of any legal proceedings.

§8 Cost Estimates and Remuneration

Cantru shall bill its services based on the agreed hourly rates, unless otherwise agreed. Cost estimates are non-binding. If the original calculation or cost estimate is exceeded by more than 10% during the course of the project/order, the Client will be informed.

Cantru shall also have legitimate claims for fees in cases where no prior cost estimate was provided. If the Client wishes for a different arrangement, this must be recorded in writing – email is not sufficient. If it has been agreed in writing that every activity by Cantru must be preceded by a cost estimate approved by the Client, the following applies: A cost estimate is deemed approved if the Client has not objected to it in writing within 7 days.

§9 Remuneration

Remuneration for the services rendered (correction, text creation, drafts, final artwork, programming, etc.) as well as the granting of rights of use shall be based on the currently valid price list or the fee specified in the offer.

§10 Due Date of Remuneration, Acceptance

Remuneration is due upon acceptance of the rendered service. Cantru shall issue a corresponding invoice after acceptance by the Client, which is payable without deduction within 30 days of the invoice date.

§10a Acceptance

Acceptance must take place within a reasonable period (generally assumed to be a maximum of one working week, i.e., 5 working days) and may not be refused for design-related/artistic reasons. Creative freedom exists within the scope of the order. If acceptance by the Client has not occurred even after a maximum of 10 working days following submission of the draft and after a reminder from Cantru, the draft shall be deemed accepted and will be invoiced.

§10b Non-acceptance

Non-acceptance of the rectified version or the second draft, in conjunction with a withdrawal from the order, does not release the Client from their bindingly placed order; i.e., Cantru retains the claim for remuneration for work already commenced/performed and the right to compensation for damages due to non-fulfillment.

§11 Invoices, Set-offs, and Payments

Cantru may invoice for partial services within a project, even if the Client cannot yet use these partial services.

The agreed prices are net prices.

Set-off by the Client with counterclaims or the assertion of a right of retention is only permissible if the claims are undisputed by Cantru or have been legally established.

§12 Payment Terms

The agreed remuneration is due net without deductions within 30 days of the invoice date, in accordance with the currently valid price list, individual offers submitted, or separate written agreements made.

§13 Warranty, Defects

Cantru undertakes to execute the order with the greatest possible care, in particular to handle carefully any templates, documents, samples, etc., provided to us. In the event of defective performance, Cantru undertakes to provide subsequent improvement free of charge, at its own discretion. If subsequent improvement fails (e.g., due to impossibility), the Client may not assert a claim for damages, except in cases of intent or gross negligence, but may only demand a reduction of the purchase price or, in the case of impossibility, rescission of the purchase contract. Cantru points out that third-party programs used on the website (guest books, form mailers, etc.) may contain undiscovered security risks. Cantru is not liable for damages caused by defects in third-party programs.

§14 Duty of Loyalty

Cantru owes a duty of loyalty to the Client. This obliges Cantru to align its advice objectively with the Client's objectives and interests. The selection of third parties is also made under this aspect. The selection of third parties by Cantru is based on the principle of a balanced approach between cost-effectiveness and project success in the Client's interest – unless an explicit right of co-determination by the Client on this matter has been agreed.

§15 Limitations of Liability

All further claims, irrespective of their legal basis, are excluded, in particular for compensation for damages not occurring to the rendered service itself, except in cases of intent or gross negligence. In all other respects, Cantru shall only be liable for breach of ancillary duties or tortious acts in cases of intent or gross negligence.

§16 Self-Promotion

The Client agrees that Cantru may, if required, display the graphics, websites, etc., created for the Client as a reference in its public galleries on its homepage and social media, or use them in other advertising materials as proof of its work. Publication of the URL of the website processed by Cantru, along with the Client's email address, is permitted. The Client permits Cantru to place a link to the created website in an appropriate location, unless otherwise agreed in writing.

§17 Retention of Title

All delivered/completed goods/services shall remain the property of Cantru until full payment has been received.

§18 Copyright and Usage Rights, Ownership, Contractual Penalty

All concepts, ideas, drafts, and materials (such as print templates, drawings, etc.) developed by Cantru without exception are considered copyrighted works within the meaning of § 2 of the German Copyright Act (UrhG). These services may therefore not be used or edited without the consent of the author (Cantru). The complete or partial imitation of ideas, concepts, drafts, etc., is not permissible. In the event of infringement by the Client, a contractual penalty amounting to the originally agreed fee shall be payable to Cantru.

In the event of a transfer of rights, § 31 para. 5 UrhG shall apply. The basis for the transfer of rights is the contractual agreements between the Client and Cantru. However, the transfer of rights shall only take place upon full payment of the fee to Cantru. The transfer of usage rights to third parties or the transfer of rights for use exceeding the contractual agreements is subject to a fee and must be approved by Cantru.

Cantru has a right to information regarding the scope of use.

Cantru shall be named as the author in publications.

Ownership of the works developed by Cantru within the scope of the order shall only pass fully to the Client upon full payment of the fee.

§19 Place of Jurisdiction

The place of jurisdiction for all disputes arising from this contract is Cologne.

§20 Final Provisions

Should any of these provisions be or become invalid, the validity of the remaining provisions shall not be affected thereby. Invalid provisions shall, where possible, be replaced by valid provisions that achieve the intended economic purpose to the greatest extent possible.

Special Conditions

Services for Domains and Hosting

Cantru may be commissioned to apply for a domain. However, such a domain only becomes available once this has been confirmed in writing by DENIC or a similar registration authority. Cantru is not liable for the availability of the desired domain. Nor is Cantru responsible for the legal compliance of the domain. It is the Client's responsibility to ensure that the registration and use of the domain do not infringe any third-party rights or violate any laws.

Failure by the Client to pay domain or hosting fees may result in disadvantages up to and including loss of the domain. Cantru is not responsible for such disadvantages resulting from the Client's non-payment of fees.

Cantru is not responsible for backing up Client data stored on an external virtual server. It is the Client's responsibility to make backup copies of this data and, in the event of data loss, to resubmit it to Cantru if necessary.

Data protection cannot be 100% guaranteed during data transmission in open networks. The Client must therefore be aware that when storing data on a virtual server, the provider has access to it at all times. Furthermore, third-party intervention may occur. The Client is solely responsible for the security of their data.

Cantru is not responsible for whether a virtual server is suitable for the use of specific applications or software, nor for the permanent availability of the server. Cantru is not liable for internet disruptions, nor for other disruptions for which Cantru is not responsible. Cantru reserves the right to block Client content that impairs the security or functionality of the service, is offensive or otherwise impermissible, or violates legal regulations.

The Client is obliged to pay all fees incurred by Cantru for the provision of the contractual service and advanced by Cantru. If costs arise due to the Client's breach of their so-called duties of cooperation, the Client must also reimburse these.

Agency and Design Services

Cantru shall make drafts, etc., created on its behalf available to the Client online via the internet for approval. Cantru is not obliged to send the Client physical proofs for print projects. If extensive changes are to be made to the originally commissioned design services, Cantru's consent is required. This also applies to subsequent changes made by the Client to the approved works – unless such changes were already agreed upon in the contract.

Cantru reserves the right to integrate its own logo and a copyright notice into the approved design services. Cantru also has the right, where possible, to link the design service to its own website. The Client shall adopt protective notices and other legal notices unchanged. This also includes the copyright notice in the source code. After approval, the Client is liable for the use of the agency service and indemnifies Cantru against all related third-party claims. Cantru may use the commissioned service and its preliminary stages for self-promotion. This also includes works containing templates provided by the Client as part of the order.

Search Engine Optimization/SEO

Cantru shall carry out on-page and off-page measures to improve the ranking of the Client's websites on Google. During the contract period, the Client must coordinate all independent SEO measures with Cantru to avoid any detrimental overlaps. Cantru assumes no liability for on-page changes on the Client's website. Unless otherwise agreed, the Client shall provide Cantru with access to tracking tools (such as Google Analytics) as well as FTP or CMS access to the relevant websites. During the ongoing contract, all redesign measures or changes to the site structure must be coordinated with Cantru. Unless otherwise agreed, the index of google.de shall be authoritative for evaluating website ranking.

Google AdWords Advertising/SEA

Cantru shall carry out campaigns for advertising via Google AdWords using specific keywords on behalf of the Client. Cantru provides no guarantee regarding ad placement or cost per click.

Web App and Native App

Cantru creates native or web apps on behalf of the Client. Cantru shall hand these over to the Client in the form of executable code. The Client has no claim to the handover of the source code or documentation material for app development. Cantru provides no guarantee regarding the inclusion of an app in the various app stores and expressly points out that the conditions set by app store operators can change at any time. This may result in an app being removed from the app store later, even after successful inclusion. Unless otherwise agreed, at the end of the contract, the account operated by Cantru on behalf of the Client will be deactivated and its contents deleted.