Terms and Conditions (T&Cs)

(1) These Terms and Conditions (T&Cs) apply to all contracts between Semesterkur UG (haftungsbeschränkt), trading under the Contentoren brand (hereinafter "Contentoren"), and its customers concerning the consulting, marketing, content, design, web development, and other digital services specified in the respective offer.

(2) Contentoren enters into contracts exclusively with entrepreneurs within the meaning of § 14 BGB, as well as with legal entities under public law and special funds under public law. Contracts with consumers within the meaning of § 13 BGB are not concluded.

(3) These T&Cs apply exclusively. The customer's deviating, conflicting, or supplementary terms become part of the contract only if Contentoren has expressly agreed to their validity in text form.

(4) Individual agreements in the respective offer, order confirmation, or accepted order scope take precedence over these T&Cs.

(1) General presentations of services, prices, and packages on the website or in other sales materials are non-binding unless they are expressly designated as a binding offer. An offer may contain an acceptance period.

(2) For individually agreed services, the contract is concluded when the customer accepts the offer and Contentoren confirms this in text form. For standardized offers via the checkout, the customer submits a binding order by taking the action expressly designated as "Book for payment". Contentoren accepts this order by electronic order confirmation; the confirmation may be automated.

(3) The subsequent forwarding to a payment service provider serves exclusively to process the payment. Conclusion of the contract does not depend on successful completion of the payment process, provided that the order confirmation under paragraph 2 has been issued.

(4) The offer, order confirmation, and the scope of services and payment referred to in each case therein, together with these T&Cs, form the content of the contract.

(1) The agreed remuneration is set out in the respective offer, order confirmation, or order scope displayed in the checkout. All prices stated by Contentoren are gross final prices including the applicable statutory value-added tax. The gross amount stated is the amount payable by the customer; value-added tax is not added to this amount separately. An optional breakdown into net amount and tax amount does not alter the gross amount owed.

(2) One-off services and setup costs are charged in accordance with the offer. For recurring services, the ongoing fees are charged in advance for the agreed payment period. For an order via the checkout, one-off or setup costs and the first recurring payment period become due in the amount displayed before the binding order, unless the offer states otherwise.

(3) The services covered by the remuneration, the applicable payment periods, and the additional services that must be commissioned separately are set out in the respective offer or order confirmation.

(1) The type, scope, number, design, and timing of the services owed are governed by the respective offer, the order confirmation, and the scope of services specified therein. General service descriptions on the website do not constitute a differing assurance regarding the specific contractual scope.

(2) Contentoren provides the services as services, unless a specific work result has expressly been agreed as a contract for work. A specific economic result, in particular specific reach, rankings, conversion figures, or sales figures, is owed only if expressly agreed.

(3) Customer requests that change or extend the agreed scope of services require a separate agreement in text form. In doing so, Contentoren will inform the customer, insofar as foreseeable, of the effects on remuneration, service period, and deadlines. Contentoren is not obliged to implement such a change request until the agreement has been concluded.

(1) Contentoren is entitled to use subcontractors and other service providers on a project-dependent basis to provide the agreed services. Whether and to what extent such providers are used depends on the requirements of the respective project and the respective offer. Naming possible providers does not mean that they are used in every project.

(2) Contentoren remains the customer's contact for the contractual coordination of the agreed services. A direct contractual relationship between the customer and an engaged subcontractor arises only if expressly agreed.

(1) The customer provides Contentoren with all information, content, materials, access credentials, decisions, and approvals required to provide the services, in good time, completely, free of charge, and in a usable form. The customer names the necessary contact persons and ensures their availability.

(2) The customer is responsible for ensuring that the content, materials, and specifications provided by the customer may lawfully be used for the agreed purpose, do not infringe any rights or legally protected interests of third parties, and that all required consents, permissions, and other prerequisites are in place.

(3) The customer reviews the content provided or specified by the customer and its intended publication or other use for legal admissibility. Contentoren does not owe a comprehensive legal review unless this has expressly been agreed as a separate service.

(4) The customer will not provide any unlawful, abusive, or otherwise impermissible content or instructions for implementation. Contentoren may refuse to implement such specifications until the matter has been clarified.

(5) If the customer does not fulfill its cooperation duties, fulfills them incompletely, or does not fulfill them on time, affected deadlines and service periods will be extended appropriately. Any additional work required will be remunerated separately after prior information to the customer, unless it is already included in the agreed scope of services.

(1) Acceptance takes place only if it is expressly provided for a specific work result in the offer or order confirmation. Ongoing services, consulting, and other activities without an agreed work result do not require formal acceptance.

(2) Contentoren makes the work result requiring acceptance available for review and requests the customer in text form to accept it. The customer reviews it within a reasonable period, regularly within ten working days, and declares acceptance or notifies Contentoren in text form of specific and material deviations from the agreed scope of services.

(3) If the customer does not refuse acceptance within the specified period by stating specific and material deviations, and the customer was informed of this consequence in the request, the work result is deemed accepted. A merely insignificant deviation does not entitle the customer to refuse acceptance. Intended productive use constitutes acceptance insofar as review and acceptance were previously possible.

(1) Unless a different payment period is stated in the offer or order confirmation, invoices must be paid without deduction within 14 days of receipt. Amounts due immediately in the checkout must be paid at the time stated there. Recurring fees become due in advance in the agreed payment cycle.

(2) The statutory requirements and consequences apply in the event of default in payment. Contentoren may demand default interest at a rate of nine percentage points above the respective base interest rate, as well as the statutory flat-rate amount under § 288 para. 5 BGB. The right to assert further damage caused by default remains reserved.

(3) If the customer is in default with a due payment, Contentoren may, after an unsuccessful reminder and expiry of a reasonable payment period, temporarily suspend the affected ongoing services and withhold further services until full payment has been made. The suspension does not affect the payment obligation or any agreed initial term.

(4) The customer may offset only against undisputed claims or claims established by a final and binding judgment. The customer may assert a right of retention only insofar as it is based on the same contractual relationship.

(1) Contracts for one-off services end upon complete provision of the agreed one-off service, unless the offer provides otherwise. For recurring services, the initial term is set out in the offer or checkout. Depending on the offer, the initial term selectable there is 1, 3, 6, 12, 24, or 36 months and is binding as a minimum term. The payment interval is distinct from this and is also selected in the offer or checkout; it may not exceed the initial term and, where provided, must divide it without remainder.

(2) A contract for recurring services automatically renews after expiry of the initial term for one further agreed payment period at a time, unless it is terminated in due time. If no differing renewal period is shown in the offer or checkout, the renewal period corresponds to the agreed payment interval.

(3) Ordinary termination must be in text form and must be received by Contentoren before expiry of the applicable notice period. It takes effect at the end of the initial term or the then-current renewal period. Unless the offer or checkout specifies a different period, the notice period is one month before the end of the respective payment period.

(4) The right of either party to terminate extraordinarily for good cause remains unaffected. Good cause for Contentoren exists in particular if, despite a reminder, the customer remains in substantial default with payments or breaches its duties to provide lawful content or to cooperate in such a way that continued provision of services is unreasonable.

(5) Remuneration owed until termination takes effect remains payable. Termination does not end ongoing services before the applicable contractual or payment period, unless an earlier end is expressly agreed.

(1) To the extent agreed in the offer, Contentoren operates and supports customer projects as part of managed hosting. The hosting, storage, CDN, monitoring, and other technical services used for this purpose depend on the requirements of the project and the offer. Contentoren may use third-party services for this purpose on a project-dependent basis.

(2) No specific availability, response time, or uninterrupted operation is owed. A Service Level Agreement (SLA) with different availability or response commitments applies only if expressly agreed in text form.

(3) To the extent that backups or restoration tests are provided for in the offer or project agreement, their frequency, retention period, and restoration objectives and scope are governed exclusively by that offer or project agreement. No further backup or restoration commitment applicable to all projects exists.

(4) The technical requirements and terms of use of third-party services apply additionally to their use. Changes, restrictions, or discontinuation of such services may require an adjustment to the affected service provision or the customer's cooperation.

(1) In the case of registration or administration supported by Contentoren, the customer remains the holder and person entitled to dispose of the domain. In this respect, Contentoren acts only as an administrative entity vis-à-vis the registrar and registry. The customer provides the information, declarations, and authorizations required for this purpose and bears the domain costs stated in the offer.

(2) WhatsApp, Meta, CRM, form, analytics, and other project interfaces are owed only if listed in the offer or order confirmation. The customer obtains the required accounts, access, licenses, and approvals and complies with the terms of the respective providers. Changes to or restrictions of the interfaces may require separate coordination and remuneration.

(3) After the end of the contract and settlement of due claims, Contentoren enables the orderly transfer of a managed domain to the customer or a service provider designated by the customer, in particular by providing a required AuthInfo code or initiating direct administration, insofar as technically possible. Further migration and offboarding support is owed only insofar as it is included in the offer or commissioned for separate remuneration. This requires the timely cooperation of the customer.

(1) Contentoren may use AI tools to support concept development, text, image, and code creation, as well as automations. AI results are treated as work results requiring review; review by Contentoren is owed only insofar as it has been expressly agreed.

(2) Personal or confidential customer data is not entered into general, freely accessible AI services. Such data is processed only through selected providers on suitable business or API plans with contractual commitments not to train on customer data, a data processing agreement, and project-specific technical and organizational safeguards. Without these prerequisites, only anonymized or non-personal inputs are used.

(3) Which AI services are used depends on the project. Not every possible provider is used in every project. The customer provides the approvals and specifications required for the agreed use.

(1) The customer's or third parties' rights in content, trademarks, data, and other materials provided by the customer remain unaffected. The customer grants Contentoren the rights of use required to provide the agreed services.

(2) After full payment, the customer receives the rights of use agreed in the offer in individually created, customer-specific content, designs, documentation, and other work results; otherwise, the customer receives the unlimited rights of use in terms of territory and time required for the agreed purpose, insofar as these rights are transferable.

(3) Pre-existing Contentoren components or components that can be reused during the provision of services, in particular templates, frameworks, libraries, modules, methods, internal tools, and general know-how, remain the property of Contentoren. The customer receives only a non-exclusive, unlimited right of use in terms of territory and time to the extent required to use the agreed work result.

(4) Third-party components are subject to their licensing terms. Rights in AI-generated components are granted only to the extent that such rights legally exist and can be granted by Contentoren.

(1) After the end of the contract, Contentoren makes the customer data and work results specified in the offer or project agreement available in the export formats agreed there. If no such specification exists, the handover takes place in an industry-standard and reasonable format, insofar as the data is held by Contentoren and technically exportable.

(2) Domain transfer is governed by § 11 para. 3. Further migration, setup in the target system, or other offboarding support is a service remunerated separately, unless it is already included in the offer. The customer cooperates in the handover, names the new service provider in good time, and provides the required access and decisions.

(3) Contentoren is not obliged to hand over its own internal tools, non-transferable licenses, or reusable Contentoren components. The details and period for making exports available are governed by the offer or a separate agreement.

(1) Contentoren provides the services with the characteristics agreed in the offer or order confirmation. To the extent that a work or another work result capable of acceptance is owed, the statutory defect rights apply. For services, there is no claim to a specific result unless this has been expressly agreed.

(2) The customer reports defects promptly in text form after discovering them, with a comprehensible description, and supports the review. Contentoren must first be given the opportunity to provide subsequent performance within a reasonable period and may, at its own discretion, remedy the defect or provide or perform the service anew, insofar as this is reasonable.

(3) If subsequent performance fails or is unreasonable for the customer, the customer's further rights are governed by the statutory provisions. Defect rights do not exist insofar as a defect is attributable exclusively to content or instructions provided by the customer, use not agreed, an impermissible modification by the customer, or a third-party provider for which Contentoren is not responsible.

(1) Contentoren is liable without limitation for intent and gross negligence, for damage resulting from injury to life, body, or health, for fraudulently concealed defects, for expressly assumed guarantees, and under the German Product Liability Act.

(2) In cases of ordinary negligence, Contentoren is liable only for a breach of an obligation whose fulfillment is essential for the proper performance of the contract in the first place and on whose compliance the customer may regularly rely. In this case, liability is limited to the damage foreseeable at the time of conclusion of the contract and typical for the contract.

(3) The liability under paragraph 2 is limited in total per contractual year to the gross remuneration owed by the customer for the affected service for the respective contractual year. For one-off services, the agreed gross remuneration for the respective order is the maximum amount. To the extent permitted by law, Contentoren does not compensate lost profits or other indirect or consequential damages in these cases.

(4) For loss of data, Contentoren is liable only for the effort that would have been required for restoration with proper data backup appropriate to the risk by the customer, unless Contentoren assumed responsibility for data backup under the offer or project agreement.

(5) The limitations of liability also apply for the benefit of Contentoren's legal representatives, employees, and vicarious agents. Mandatory statutory liability remains unaffected.

(1) Third-party services and components, in particular hosting, CDN, storage, registrars, interfaces, licenses, and AI services, are owed only to the agreed extent. Contentoren provides no separate guarantee for their availability, compatibility, changes, suspensions, prices, terms of use, data processing, or ownership of rights.

(2) To the extent that service provision depends on a third-party provider, Contentoren is liable for its failure or change only under § 16 and only insofar as there is a breach of duty for which Contentoren is responsible. Contentoren may replace a service with a technically and economically equivalent service insofar as this is reasonable for the customer.

(3) Results of AI services may in particular be incomplete, factually incorrect, biased, non-unique, or unsuitable for the intended purpose and may infringe third-party rights. Contentoren provides no guarantee for this. The customer reviews results intended for the customer before their publication or other use and bears responsibility for their approval and use, unless more extensive review has expressly been agreed as a service.

(1) The customer indemnifies Contentoren, its legal representatives, employees, and vicarious agents against third-party claims and reasonable legal defense costs arising from the fact that content, data, trademarks, domains, access credentials, or instructions provided or specified by the customer, or the customer's or its authorized persons' use of the services, infringes third-party rights, violates statutory provisions or third-party terms, or is otherwise unlawful. The indemnification applies only insofar as the customer is responsible for this.

(2) Contentoren informs the customer without undue delay of such claims and, insofar as reasonable, leaves the legal defense to the customer. The customer provides Contentoren with full support and may not acknowledge or settle a claim without Contentoren's prior consent if this would establish obligations or costs for Contentoren.

(1) The parties treat as confidential all non-public information of the other party that becomes accessible to them in connection with the contract and use it only to perform the contract. This does not apply to information that is publicly known, becomes public without a breach of duty, was already lawfully known to the receiving party, or was independently developed by it.

(2) Disclosure to employees, advisers, and engaged service providers is permitted insofar as they require the information to perform the contract and are bound to confidentiality at least to a corresponding extent. Disclosures required by law or official order remain permitted; the other party is to be informed of this in advance insofar as legally permitted.

(3) The confidentiality obligations apply during the contract term and for five years thereafter. For trade secrets, they apply for as long as they are trade secrets. After the end of the contract, confidential information must be returned or deleted upon request, insofar as no statutory retention obligations or technically necessary backup copies prevent this.

(1) Both parties comply with the applicable data protection provisions. Contentoren is regularly the controller for its own website, communications, contract administration, and accounting; when supporting customer systems, Contentoren regularly processes personal data as a processor.

(2) To the extent that Contentoren processes personal data on behalf of the customer, the customer is the controller. Before processing begins, the parties conclude a data processing agreement under Art. 28 GDPR. This agreement governs the details of the processing and takes precedence over these T&Cs to that extent in the event of conflicts.

(3) The customer is responsible for the lawfulness of the purposes, the required information and consents, and the lawfulness of its instructions. Contentoren may refuse to execute instructions that are obviously unlawful. Project- dependent subprocessors are used only within the framework of the data processing agreement and the agreed safeguards.

(1) Neither party is liable for delay or non-performance of a service insofar as it is based on an event outside its reasonable sphere of influence that could not have been prevented even with reasonable care. This includes in particular natural events, war, epidemics, strikes outside the party's own organization, official measures, failures of energy, telecommunications, or essential third-party services, and significant cyberattacks despite reasonable protective measures.

(2) The affected party informs the other party without culpable delay. Service periods are extended by the duration of the impediment plus a reasonable restart period. Payment obligations for services already provided remain unaffected.

(3) If the impediment lasts longer than 60 calendar days, either party may terminate the affected part of the service that has not yet been provided in text form. Further rights remain unaffected.

(1) For ongoing services, Contentoren may adjust the agreed remuneration if, after conclusion of the contract, the costs directly related to the services for personnel, infrastructure, licenses, energy, third-party providers, or statutory charges change. The adjustment must reasonably reflect this change; cost reductions will be taken into account accordingly. Fixed prices for one-off services and prices expressly agreed as fixed for an initial term remain unaffected, unless the offer provides otherwise.

(2) Contentoren's prices are gross final prices. If the statutory value-added tax rate changes, the gross amount owed changes accordingly from the statutory effective date.

(3) Contentoren notifies the customer of price changes in text form at least six weeks before they take effect. If an ongoing fee increases by more than five percent, the customer may terminate the affected continuing-obligation contract in text form with effect from the date the increase takes effect. Contentoren will point out this right in the notice.

(4) In continuing-obligation contracts, Contentoren may amend these T&Cs only insofar as this is required because of mandatory statutory or official requirements arising after conclusion of the contract, binding case law, technical or organizational changes for which Contentoren is not responsible, or to remedy a serious disruption of the contractual balance. The amendment may not redefine the essential scope of services, the agreed initial term, essential primary performance obligations, or liability to the customer's disadvantage; price changes are governed exclusively by paragraphs 1 to 3.

(5) Contentoren notifies the customer of an amendment under paragraph 4 in text form at least six weeks before it takes effect. The notice states the amended provisions, the reason, the effective date, and the right to object and terminate. Insignificant changes are deemed approved if the customer does not object to them in text form by the time they take effect and Contentoren has expressly pointed out this consequence. The customer may terminate the affected continuing-obligation contract on the effective date because of the amendment. If the customer objects to a material or insignificant amendment, Contentoren may terminate the affected continuing-obligation contract at the same time, provided that continuing it unchanged is unreasonable for Contentoren because of the amendment.

(1) Legally relevant declarations in connection with the contract, in particular terminations and objections to changes, must be made in text form within the meaning of § 126b BGB, unless a stricter form is prescribed by law. E-mail is sufficient if the sender and the content are identifiable. Declarations must be sent to the contact address most recently communicated in the offer, order confirmation, invoice, or legal notice.

(2) The contractual language is German. The German version of these T&Cs controls; translations are provided solely for better understanding.

(3) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict-of- laws referral provisions.

(4) If the customer is a merchant, a legal entity under public law, or a special fund under public law, Cologne is the place of jurisdiction for all disputes arising from and in connection with the contractual relationship, insofar as this is legally permissible. Contentoren remains entitled to sue the customer at the customer's general place of jurisdiction. Mandatory exclusive places of jurisdiction remain unaffected.

(5) If a provision of these T&Cs is or becomes wholly or partially invalid, the validity of the remaining provisions remains unaffected. The statutory provision takes the place of the invalid provision.