General Terms and Conditions
Our agency services general terms and conditions.
The psychology-driven coaching terms and conditions applying to our 1:1 and group sessions, workshops, online courses and trainings can be found under this link: Coaching Terms and Conditions.
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The following terms and conditions are applicable to the agency services offered by us:
§ 1 Scope of Application
1.1. These General Terms and Conditions (hereinafter: GTC) of BAN Venture Limited (hereinafter: BAN Venture Agency) shall only apply to persons who are not consumers within the meaning of Section 13 of the German Civil Code (BGB) (hereinafter: Customer).
1.2. The customer exclusively accepts the validity of these GTC for transactions with BAN Venture Agency. The customer waives its own GTC. Deviating agreements may be contractually agreed between the parties. This shall require the written form and the express consent of both contracting parties.
1.3. The GTC are available at https://www.ban-agency.com/general-terms-and-conditions.
§§ 2 Conclusion of Contract
2.1. As a rule, BAN Venture Agency shall carry out a review prior to preparing an offer or at the latest before contract conclusion with the customer. This involves checking the conditions and circumstances for the successful provision of the service. During this review, the customer is informed of possible risks or defects that could hinder the flawless performance of the service.
2.2. If an offer from BAN Venture Agency is designated as non-binding, a legally effective contract between the parties shall only come into existence if the customer places an order with BAN Venture Agency and BAN Venture Agency accepts it.
2.3. If an offer from BAN Venture Agency is not designated as non-binding, the contract between the parties shall be legally effective if the customer accepts the offer within the acceptance period. If no acceptance period is specified by BAN Venture Agency, a period of four weeks from the date of the offer shall apply. Receipt by BAN Venture Agency shall be decisive for acceptance.
2.4. Insofar as BAN Venture Agency uses the services of third parties, these shall not become contractual partners of the customer unless otherwise agreed.
2.5. All declarations essential for the conclusion of the contract must be made in text form.
§ 3 Subject Matter of the Contract
The nature and scope of the services to be provided by BAN Venture Agency are set out in the corresponding offer and, if applicable, further service descriptions, which can be taken from contracts, concepts, or similar documents.
§ 4 Performance Dates and Delays
4.1. Both parties shall generally agree on all performance dates in text form before the start of contract performance.
4.2. BAN Venture Agency shall not be responsible for delays in performance due to force majeure (strike, official order, disruption of telecommunications, etc.), circumstances within the customer’s area of responsibility (failure to fulfill the obligation to cooperate, change to the project, etc.), or events that make it significantly more difficult or impossible for BAN Venture Agency to provide the service owed.
4.3. If BAN Venture Agency is in default with essential contractual services, the customer shall set a reasonable grace period for the provision of the service before the customer is entitled to withdraw from the contract. The grace period must be set in text form.
§ 5 Changes to Services
5.1. BAN Venture Agency reserves the right to make minor changes or slight additions to services for the same remuneration. This applies in particular in the event of changes to the legal situation or changes that are customary in the industry.
5.2. If the customer has change requests to BAN Venture Agency, these are evaluated by both parties and must then be approved jointly and in writing in order to become part of the contract.
5.3 Insofar as BAN Venture Agency provides voluntary, free services and performances for the customer beyond the contractual content, these can be discontinued at any time and without prior notice. A claim for reduction, reimbursement or compensation is excluded in this respect.
§ 6 Duty to Cooperate
6.1. The customer undertakes to provide BAN Venture Agency with all information relevant to the order. The customer must notify BAN Venture Agency immediately (without culpable delay) of any missing, new, or changed information and circumstances. If the customer does not notify BAN Venture Agency immediately in text form (by telephone or in person), the customer must notify BAN Venture Agency again in text form of any changed information or circumstances at the next possible opportunity.
6.2. The customer must notify BAN Venture Agency immediately in text form of any changes to its company, address, or other contact information.
6.3. The customer shall support BAN Venture Agency in the fulfillment of the contractual service by providing information, documents, data material, and software (hereinafter: aids).
6.4. The customer must provide BAN Venture Agency with all resources necessary for the fulfillment of the contract. If aids are provided by the customer in part or not on time, BAN Venture Agency shall be entitled to invoice the additional expenses incurred.
6.5. The customer is obliged to provide a sufficient number of its own employees to carry out the contractual relationship, who have the necessary expertise to accomplish the guaranteed cooperation.
6.6. The customer shall enable BAN Venture Agency to install software if this is necessary for the use of BAN Venture Agency’s services and the customer cannot carry out the installation itself.
6.7. The customer acknowledges that all modifications to the work results or services provided by BAN Venture Agency may in principle only be carried out by BAN Venture Agency. Exceptions to this rule must be agreed upon in writing.
§ 7 Violation of Obligations to Cooperate
7.1. If the customer culpably breaches an obligation to cooperate, BAN Venture Agency shall be entitled to request the customer in writing to comply with the obligation to cooperate. After two unsuccessful requests due to one or more breaches of duty by the customer, BAN Venture Agency shall be entitled to withdraw from the contract or, in the case of continuing obligations, to terminate the contract without notice. This shall not affect the customer’s obligation to pay remuneration.
7.2. Furthermore, the customer shall be obliged to compensate BAN Venture Agency for all damages and additional expenses, including loss of profit, resulting from clause 7.1.
§ 8 Prices, Remuneration, Costs
8.1. All prices are based on BAN Venture Agency’s offer and are generally net prices plus statutory VAT.
8.2 If the parties have not made any or no clear agreement on the remuneration of a service provided by BAN Venture Agency exists, the following shall apply in addition: BAN Venture Agency’s remuneration is generally calculated on the basis of time spent. The applicable remuneration rates of BAN Venture Agency are decisive for the remuneration of the time spent. BAN Venture Agency is entitled to change or supplement the remuneration rates on which the agreements are based at its reasonable discretion (Section 315 BG B). The cost estimates or budget plans prepared by BAN Venture Agency are generally non-binding unless explicitly stated.
8.3 Additional expenses caused by the customer as well as additional costs incurred for additional services requested by the customer that are not expressly covered by the order (e.g. changes to the scope of the project, change requests, purchase of external services, courier or postage costs, scanning costs, photo rights, travel expenses, etc.) shall be invoiced separately to the customer.
8.4. Cost increases occurring after the conclusion of the contract for which BAN Venture Agency is not responsible shall be charged to the customer. This shall not entitle the customer to withdraw from or terminate the contract. An exception to this is a cost increase of more than 20 percent of the agreed total price.
8.5. The contractor is entitled to automatically adjust the agreed hourly rates by 5% annually on the first of April.
8.6. The adjustment shall be made on the basis of the inflation rate and other economic factors that influence BAN Venture Agency’s cost structure. If the client does not agree with the adjustment, it shall have the right to terminate the contract within 14 days of receipt of the notification. If no notice of termination is given, the new hourly rates shall be deemed to have been accepted.
8.7. BAN Venture Agency will inform the customer in writing at least 30 days before the new hourly rates come into force.
§ 9 Terms of Payment
9.1. Unless otherwise agreed, BAN Venture Agency shall invoice the remuneration as stated in the offer. In principle, the remuneration shall be payable by the customer to BAN Venture Agency no later than seven days after receipt of the invoice and without deduction, including VAT (gross). Payment shall be made by bank transfer to an account specified by BAN Venture Agency.
9.2. Costs for server rentals, domains, SSL certificates, and similar services are invoiced annually in advance. The claim must be settled by the customer no later than seven days after receipt of the invoice. These costs are always listed as a separate invoice item.
9.3. Objections by the customer to invoices issued by BAN Venture Agency must be made in text form. Invoices shall be deemed to have been approved by the customer if the customer has not objected to them within two weeks. The date of receipt by BAN Venture Agency shall be decisive for compliance with the deadline.
9.4 Checks and bills of exchange are generally not accepted as means of payment. If BAN Venture Agency accepts these means of payment as an exception, the Client must pay BAN Venture Agency a processing fee of EUR 15.00 per individual case for uncovered checks or bounced bills of exchange. Processing fees from banks are to be paid separately by the customer.
§ 10 Intellectual Property Rights, Rights of Use, and Reservation of Payment
10.1. BAN Venture Agency shall retain ownership of the services delivered or provided, in particular campaigns and strategies created, until the remuneration has been paid in full. The granting of agreed rights of use to the contractual service shall also be subject to full payment of the agreed remuneration.
10.2. The granting of rights of ownership, possession, and use of program codes of software programmed by BAN Venture Agency shall be governed by the individual agreements made with the customer. If no clear individual agreement has been reached between the parties, only a simple and non-transferable right of use shall be granted to the customer. The same shall apply to program libraries and source code libraries. BAN Venture Agency is entitled to use the corresponding source codes and program libraries for other projects and to grant rights of use for these as well.
10.3. The rights of ownership, possession, and use of all preliminary work and interim results, such as concepts, sketches, and drafts, shall remain with BAN Venture Agency, irrespective of payment of the agreed remuneration. BAN Venture Agency shall also be entitled to use or further develop this preliminary work for other projects or clients.
10.4. Furthermore, BAN Venture Agency has the unrestricted right to use contractual services for its own advertising (e.g., trade fairs, presentations, tenders, etc.). BAN Venture Agency shall also have the right to depict the client’s company and its logo for reference purposes. An exception to this is a written agreement in advance by both parties to maintain confidentiality.
10.5. Otherwise, the scope of the granting of rights of use shall be governed by individual contractual agreements and statutory provisions.
§ 11 Default of Payment
§ 11.1 If a customer is in arrears with his payment obligations, BAN Venture Agency is entitled, after setting and expiry of a reasonable grace period, to suspend or withhold the Internet presence and all other contractual services until the customer’s payment obligations have been met in full or, after consultation with BAN Venture Agency, in part. The customer shall pay a sum of EUR 250 (net) for the reactivation of the website.
11.2. In the event of late payment, BAN Venture Agency shall also be entitled to charge interest on arrears at the statutory rate, but at least eight percentage points above the prime rate of the European Central Bank. BAN Venture Agency expressly reserves the right to assert further claims for damages caused by default for each invoice.
§ 12 Warranty for Defects on the Part of BAN Venture Agency
12.1. The customer must comply with the inspection and complaint obligations pursuant to § 377 HGB. Recognizable defects in the contractual service must be reported in writing by the customer no later than three weeks after transfer or provision.
12.2. BAN Venture Agency shall be entitled to refuse subsequent performance until the customer is no longer in default with payment obligations.
12.3. The warranty for all defects is twelve months from delivery.
§ 13 Customer’s Duty to Cooperate in the Event of Subsequent Performance by BAN Venture Agency
13.1. The customer is obliged to take all reasonable and necessary measures to ensure an immediate assessment of the defects and any damage and their causes. The customer must comply with their statutory duty to minimize damages.
13.2. The customer shall reimburse BAN Venture Agency for all costs incurred as a result of subsequent performance if the defect or damage is not the responsibility of BAN Venture Agency. Invoicing shall be based on the applicable remuneration rates and separate invoicing and payment.
§ 14 Limitation of Liability
14.1. BAN Venture Agency shall not be liable for malfunctions, defects, or damage caused by aids provided by the customer.
14.2. BAN Venture Agency shall not be liable for malfunctions, defects, or damage attributable to unauthorized changes made by the customer to the contractual service.
14.3. BAN Venture Agency is not liable for disruptions or failures of the infrastructure or the transmission paths of the Internet.
14.4. BAN Venture Agency shall not be liable for the loss of data and programs if the customer has failed to carry out data backups or similar measures so that data can be restored.
14.5. BAN Venture Agency shall be liable for damages arising from injury to life, limb, and health in accordance with the statutory provisions. This also applies to intent and gross negligence on the part of BAN Venture Agency. Mandatory statutory liability for product defects shall also remain unaffected.
14.6. In the event of slight negligence, BAN Venture Agency shall only be liable if material contractual obligations have been breached. In such cases, liability shall be limited to damages that must typically be expected when the contract arises.
14.7. Furthermore, any liability of BAN Venture Agency is excluded.
§ 15 Offsetting of Claims
The customer shall only be entitled to offset against BAN Venture Agency’s claims to the extent that these are undisputed and legally binding.
§ 16 Provisions for Digital Projects
16.1. The contracting parties shall define the type and scope of the digital project (strategies, campaigns, etc.) and the associated services by mutual agreement in text form.
16.2 BAN Venture Agency shall prepare a specification sheet on the basis of a separate agreement and for a separate fee; the same applies to a final documentation of the project. The preparation of the specifications is based on the concept. For this purpose, the customer requirements are specified by BAN Venture Agency in cooperation with the customer. In particular, it defines in detail how and with what the customer’s requirements set out in the concept are to be realized. The requirements specification summarizes the knowledge gained in this way and, as a result, represents the structured, complete and step-by-step presentation of the requirements for the contractual project.
16.3. If BAN Venture Agency designs or develops a digital project, BAN Venture Agency reserves the right, after consultation with the customer, to change or correct the content specified by the customer to ensure an optimal presentation of the project.
16.4. If BAN Venture Agency creates works for use on the internet, intranet, or extranet, BAN Venture Agency ensures that the works can be used on the version of browser software and operating systems (Microsoft Windows, Apple Mac OS) most commonly used when the order is placed. BAN Venture Agency accepts no liability for the ability to run on other systems.
16.5. The customer is solely responsible for the legality of the content of the contractual service. The content must not violate applicable law or other regulations or requirements. BAN Venture Agency shall not be obliged to check the content provided by the client or be liable for it. In the event of serious violations of applicable law by the customer’s content, BAN Venture Agency may point this out to the customer. Furthermore, BAN Venture Agency shall be entitled to refrain from using or publishing content of the customer that is evidently inadmissible. This shall not affect the customer’s obligation to pay the remuneration in accordance with the contract.
16.6. The contractual services shall be tested by BAN Venture Agency for their contractual functionality and use on the basis of a separate agreement during their creation. The customer shall be obliged to cooperate.
16.6.1. All information relevant to the test will be communicated to the client by BAN Venture Agency in good time.
16.6.2. As part of the test, the parties shall draw up a test report by mutual agreement, which contains changes, defects, or other technical circumstances and is signed by both parties.
16.6.3. If the client does not report any defects or deviations in the creation service during the test, the creation services shall be deemed to have been provided by BAN Venture Agency in accordance with the contract. If the client culpably fails to fulfill its obligation to participate in the test or fails to do so in full, the same shall apply. This shall not affect the customer’s obligation to point out recognizable defects even after the test has been carried out.
§ 17 Provisions for Content Management Systems
17.1 BAN Venture Agency provides the Client with content management systems (CMS) on the basis of a separate agreement and for a separate fee, which are programmed and licensed either by BAN Venture Agency itself or by third-party companies, depending on the agreement.
17.2. The delivery, licensing, warranty, and, if applicable, guarantee conditions are based on the corresponding conditions of the third-party company. The customer undertakes to comply with these conscientiously.
§ 18 Maintenance Services
Maintenance services by BAN Venture Agency include changes and extensions to projects. Maintenance services are not fundamental redesigns or redesigns of projects. The provision of maintenance services by BAN Venture Agency shall take place outside of BAN Venture Agency’s warranty obligation and shall be invoiced separately by agreement
§ 19 Support and Maintenance
19.1 After expiry of the contract term, a separate contract with separate remuneration and invoicing must be concluded between the parties for the use of BAN Venture Agency’s support and maintenance services. Billing is generally based on an individual support flat rate or on a 15-minute basis at BAN Venture Agency’s current rates. Individual changes and adjustments are generally possible and must be made in writing.
§ 20 Provider and provider-like services
20.1 Domain registration.
The Client authorizes BAN Venture Agency to apply for a domain name and to create a domain in its name and for its account. BAN Venture Agency is not liable for the availability of the domain name. Furthermore, BAN Venture Agency does not guarantee that the domain requested by the customer is free or that it will be permanently available.
20.2 Hosting
In the case of a hosting agreement, the terms and conditions of the respective hosting provider apply, which BAN Venture Agency will make available to the client on request. BAN Venture Agency generally provides the following services as part of hosting, unless otherwise agreed between the parties: Server installation in a data center after prior agreement between the client and BAN Venture Agency, maintenance and monitoring of the server.
Any desired backup service of the server contents for the customer is not included in the scope of services and must therefore be agreed and remunerated separately.
d. BAN Venture Agency may restrict access to the server if the security of network operation, the maintenance of network integrity, in particular the avoidance of serious disruptions to the network, software or stored data require this.
e. BAN Venture Agency shall only be liable for the correctness, accuracy, desired functionality and completeness of the content and program modules within the scope of the liability agreement in accordance with these GTC.
f. If the customer receives a login name and a login password to maintain his Internet presence, he is obliged to treat this data as strictly confidential and is liable for any misuse resulting from unauthorized use of the password for which he is responsible. In particular, it is prohibited to pass on e-mail inboxes or access data to third parties free of charge or for commercial purposes.
g. As a rule, the services of the web servers rented by BAN Venture Agency for the Client are available twenty-four (24) hours a day, seven (7) days a week. However, BAN Venture Agency does not guarantee the uninterrupted availability of server systems and data. Due to the infrastructure of the Internet, the technical dependence on other providers, the technical availability of networks, line networks (backbones), data centers, the need for maintenance work, any hardware and software errors, the consequences of force majeure, e.g. natural disasters, power failures or deliberate attacks on server systems by hackers, it is not possible to make guarantees of availability.
h. Liability on the part of BAN Venture Agency for technical failures and/or failures caused by third parties, data loss, interrupted data transmissions, e-mail losses, data theft or other problems in the aforementioned context is expressly excluded. In particular, BAN Venture Agency is not responsible for lost data due to interrupted or unavailable network servers or other connections, miscommunications, failed telephone or computer transmissions or for technical defects, switched, encrypted or misdirected transmissions, or for other errors of any kind, whether human, mechanical or electronic, whose origin is beyond the control of BAN Venture Agency.
§ 21 Data Protection
21.1. BAN Venture Agency collects, processes, and uses personal data within the framework of data protection regulations without further consent only if this is necessary for the execution of the contract or invoicing.
21.2. The customer is expressly advised that comprehensive data protection cannot be guaranteed for data transmissions in open networks. The customer is aware that, from a technical perspective, the provider can view data stored on web servers at any time. Unauthorized third parties may also be able to influence data and data traffic. The customer is solely and fully responsible for data stored on web servers.
§ 22 Confidentiality
22.1 The documents, knowledge and experience provided to the other contracting party may only be used for the purposes of the contractual relationship between the parties and may not be made accessible to third parties unless they are intended to be made accessible to third parties, are already known to third parties or there is a legal or official obligation to do so. Third parties do not include employees, freelancers, subcontractors, etc. called in to perform the contractual relationship. The confidentiality obligation shall also apply beyond the termination of the contractual relationship.
22.2 Each of the parties acknowledges that, whether by virtue of and in the course of this Agreement or otherwise, it may receive or otherwise become aware of information relating to the other party, its clients, customers, businesses, business plans or affairs, which information is proprietary and confidential to the other party (“Confidential Information”). Confidential Information shall include any document marked “Confidential”, or any information which the recipient has been informed is confidential or which it ought reasonably to expect the other party would regard as confidential.
22.3 Confidential Information shall exclude information which: (a) at the time of receipt by the recipient is in the public domain; (b) subsequently comes into the public domain through no fault of the recipient, its officers, employees or agents; (c) is lawfully received by the recipient from a third party on an unrestricted basis; (d) is independently developed by the recipient; and/or (e) is already known to the recipient before receipt hereunder.
22.4 Each of the parties undertake to maintain the confidentiality of the other party’s confidential information at all times and to use no less adequate measures than it uses in respect of its own confidential information to keep the other party’s confidential information reasonably secure. Neither party shall at any time without the prior written approval of the other party, use, disclose, exploit, copy or modify any of the other party’s Confidential Information, or authorise or permit any third party to do the same, other than for the sole purpose of the exercise of its rights and/or the performance of its obligations in connection with this Agreement.
22.5 Each of the parties undertakes to disclose the other party’s confidential information only to those of its associates, advisors, representatives or affiliates to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under this Agreement.
22.6 The Client acknowledges and agrees that any identifiable and original idea or concept presented by the Agency in relation to any promotion or advertising campaign developed by the Agency shall be acknowledged as being available only for such promotion or campaign and shall not be used for any other purposes whatsoever without the Agency’s express prior written approval. Even where no promotion or campaign is agreed, the ideas and concepts presented to the Client shall remain strictly confidential and shall not be used in any way, including communication to any third party, without the Agency’s prior written approval.
22.7 The Agency shall have the right to publicly announce the key terms of the Agreement and may use non-Confidential Information as part of its marketing literature without the consent of the Client.
22.8 Neither party shall be in breach of this clause §22 if it discloses the other party’s Confidential Information in circumstances where such disclosure is required by law, regulation or order of a competent authority or regulatory body, provided that the other party is given reasonable advance notice of the intended disclosure and a reasonable opportunity to challenge the same.
§ 23 Non-Solicitation Clause
For the duration of the cooperation and for a period of one year thereafter, the customer shall not be permitted to entice employees away from BAN Venture Agency. In the event of culpable infringement, the customer shall pay an appropriate contractual penalty, which shall be reviewed by a competent court in the event of a dispute.
§ 24 Assignment of Claims
The assignment of one or more claims is only permitted with the prior written consent of the other contracting party. Consent may not be unreasonably withheld.
§ 25 Retention
The customer may only assert a right of retention due to claims arising from the respective contractual relationship.
§ 26 Advance Payment, Invoicing
26.1 If no additional contractual agreements have been made, 50% of the total amount is due as a down payment at the start of the project. Equivalently, in digital marketing, the sum of the start phase is due at the beginning of the project. The individual partial services are invoiced at the end of each month in the form of installment payments.
26.2. If the scope of the desired services changes during the course of the project, an additional or subsequent calculation is required after consultation.
§ 27 Contract Term, Notice Periods
27.1. A contract is concluded with the written confirmation of the acceptance of the offer or the use of the service by the customer and is concluded for the minimum term specified in the contract.
27.2. The contract is concluded for the term specified in the contract. If the contract is fixed for a specific term, it may be terminated by either party with three months’ notice to the end of the term.
27.3. The contract is automatically extended by a further 6 months in accordance with the terms of the contract if it is not terminated in due time.
27.4. The right to terminate the contract without notice for good cause remains unaffected by this provision.
27.5. Notice of termination must be given in writing by post.
§ 28 Final provisions
28.1 Amendments and supplements to the respective contract of the parties and these GTC as well as notifications of the parties that are essential to the contract must be made in text form (letter, fax, e-mail) in order to be effective. This also applies to this text form clause. No ancillary agreements have been made. Notwithstanding the above, the declaration of withdrawal and termination must be made in writing.
28.2 Invalid or ineffective provisions of the respective contract of the parties and the GTC shall not lead to the invalidity or nullity of the contract or the GTC. Ineffective or void provisions shall be adapted by both parties, taking into account the economic purpose, in such a way that they come as close as possible to the legally permissible framework.
28.3 The places of performance are Split, Croatia.
28.4 The place of jurisdiction is the head office of BAN Venture Agency. Currently the District Court of Split, Croatia.
28.5. If the buyer is an entrepreneur, subject to other agreements or mandatory statutory provisions, the place of performance is the seller’s seat, while the place of jurisdiction is the seller’s seat if the customer is a merchant, legal entity under public law or special fund under public law or the buyer is in the country of domicile of the seller has no general place of jurisdiction. The right of the seller to choose another admissible place of jurisdiction is reserved.
28.6. In the case of entrepreneurs, the law of BAN Venture Agency’s HQ seat applies to the exclusion of the UN sales law, as long as there are no compelling statutory provisions to the contrary.
28.7. The language of the contract is English.
28.8. European Commission consumer platform for Online Dispute Resolution (ODR): http://ec.europa.eu/consumers/odr/. We are neither willing nor obliged to participate in dispute resolution proceedings in front of a consumer arbitration board.
If you have any questions about our general terms and conditions, please contact us at: hello@ban-agency.com
Status: 01.01.2019