General terms and conditions

General Terms and Conditions (GTC) for deliveries and services of Steffen und Steffi. Markowic GbR (Mastflow – Intelligent Web & IT Solutions)

General conditions

§1 Principles

(1.1) Mastflow – Intelligent Web & IT Solutions (hereinafter referred to as “Mastflow”) provides customers with services and digital products in the IT sector, in particular CMS solutions, eCommerce solutions, UX/UI services and IT consulting on the basis of the following General Terms and Conditions (hereinafter referred to as “GTC”).

(1.2) These GTC only apply to contracts concluded by Mastflow with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.

(1.3) All contracts between Mastflow and a customer (hereinafter referred to as “customer”) and all services provided by Mastflow are based exclusively on these GTC. They shall therefore also apply to all future transactions with the Client which have our services as the subject matter of the contract, in particular for follow-up or supplementary orders, even if no reference was made to them in the individual case. The inclusion of deviating general terms and conditions or counter-confirmations provided by the Customer with reference to its own terms and conditions is hereby expressly rejected.

(1.4) Deviations from these GTC shall only become effective if Mastflow confirms them in text form.

§2 Offers and conclusion of contract

(2.1) Unless otherwise stated, offers, prices and deadlines from Mastflow are subject to change and non-binding. The services offered by Mastflow merely represent an invitation to submit an offer to conclude a contract.

(2.2) The client’s order is legally binding upon signature. The order shall be accepted by our order confirmation in text form or by actual performance of the delivery or service.

(2.3) The content of the contract results from the order confirmation or the content of the contract. Promises, assurances and guarantees by Mastflow or agreements in connection with the conclusion of the contract that deviate from these GTC shall only become binding for business customers upon confirmation in text form, e.g. by e-mail, by Mastflow.

(2.4) Mastflow is entitled to engage third parties to provide part or all of the contractual service.

(2.5) Mastflow undertakes not to give preferential treatment to any client in the provision of services. Mastflow is also permitted to conclude corresponding contracts with competitors of the AG. This also applies in particular to orders for optimization with similar or identical search terms from different clients. Mastflow shall endeavor, without being obliged to do so, to protect the legitimate interests of the customer and to avoid conflicts of interest.

§3 Performance time and deadlines

(3.1) A performance period specified by Mastflow begins on the date of issue of the corresponding confirmation, but not before the customer has fulfilled the conditions necessary for the provision of the service (customer’s obligation to cooperate). Subsequent amendments or additions to the contract shall extend the performance period accordingly.

(3.2) Delays for which Mastflow is not responsible shall postpone the dates/service times affected by the delay by the duration of the delay. Other claims of the parties remain unaffected by this.

(3.3) Deadlines and dates requested by the customer are only binding if Mastflow has expressly confirmed them in writing and the customer has met all requirements for the provision of the service within his/her sphere of influence in good time.

§4 Term and termination

(4.1) Contracts with an initial contract term of 12 months are extended by a further month in each case if the contractual relationship is not terminated beforehand by one of the two contracting parties subject to a notice period of 30 days to the end of the respective termination date.

(4.2) Contracts with an initial contract term of 36 months are either extended by a further 36 months or by a further month in each case if the contractual relationship is not terminated beforehand by one of the two contracting parties subject to a notice period of 30 days to the end of the respective termination date.

(4.3) The date of receipt of the respective notice of termination by the recipient of the notice of termination is decisive for compliance with the respective notice period. Terminations must be made in writing.

(4.4) Ordinary termination is excluded before the start of the contract term.

(4.5) The right of both contracting parties to extraordinary termination for good cause remains unaffected. An important reason for extraordinary termination by Mastflow exists in particular if
the financial circumstances of the client are at considerable risk;
the client is in arrears with the agreed remuneration – in the case of monthly payments with a total of two monthly payments;
insolvency proceedings are opened over the assets of the AG or such proceedings are rejected for lack of assets;
the Client is in material breach of its contractual obligations.
Good cause in favor of the Client shall be deemed to exist in particular if the agreed availability of the service quality is impaired to such an extent that the Client cannot reasonably be expected to adhere to the contract, taking into account all circumstances of the individual case and weighing up the interests of both parties.

§5 Obligations of the client to cooperate

(5.1) The customer is obliged to support Mastflow in the execution of the contract and to provide all data and content required for the provision of the service, preferably by electronic means (e.g. e-mail) within two weeks of acceptance of the order. Required data may include, in particular, access data to the client’s web server/hosting provider, the client’s domain administration, the client’s existing website and Google services used by the client. The content to be provided by the client includes in particular all texts, images, graphics, tables, videos and sound files to be used at the client’s request.

(5.2) Alternatively, the Client undertakes to appoint a person authorized to represent and make decisions who can and may provide the data required for the execution of the contract and make the necessary decisions.

(5.3) The customer must provide Mastflow with all information and data necessary for the proper provision of services and fulfillment of the contract free of charge and in good time.

(5.4) The Client is obliged to comply with the provisions on provider identification pursuant to Section 5 TMG and all other applicable provisions, in particular those of the Interstate Broadcasting Treaty, as amended.
Mastflow will not check the information provided to it when the order is placed to determine whether it is sufficient to meet the legal requirements in individual cases.

(5.5) The Client warrants that he/she holds all rights necessary for the execution of the respective order.

(5.6) The Client shall be responsible for all information, materials and instructions provided. The client is obliged to carry out legal checks himself. In this respect, it is in particular the exclusive responsibility of the client to clarify questions relating to competition, copyright, trademark and name law before placing the order.

(5.7) If an agreement has been reached on the creation of a new website, the client is obliged to provide texts that correspond to his/her offers. If Mastflow provides texts, the client is obliged to check them before publication, to correct or adapt them if necessary and to release them modified according to his/her specifications after they have been entered into the website.

(5.8) The client is obliged to keep the access data assigned to him under lock and key. A transfer to third parties is only permitted if the website is owned by the client and is not rented from Mastflow as part of a website lease. In the event of suspected misuse by unauthorized third parties, the customer must inform Mastflow immediately. If an unauthorized third party gains access to the property as a result of intentional or gross If the Client becomes aware of the access data due to negligent behavior on the part of the Client, the Client shall be liable for any damages incurred.

(5.9) If the software installed by the customer jeopardizes or impairs the functionality of the server system or the security and integrity of other data stored on the server, Mastflow is entitled to deactivate or uninstall this software. If necessary, Mastflow may interrupt the connection of the web project to the Internet. The client must be informed of this immediately.

(5.10) The client shall not install, update or remove any server-side software (e.g. WordPress plug-ins) and shall not change any server settings without prior consultation with Mastflow in order not to jeopardize the functionality, security and integrity of the web projects. The client retains corresponding rights in WordPress, if agreed.

(5.11) The client shall not pass on to third parties any license keys of the WordPress plug-ins subject to license that are covered by a maintenance contract.

(5.12) If the customer is responsible for an infringement of rights giving rise to liability, he/she shall indemnify Mastflow against all third-party claims, in particular claims under competition, copyright, trademark and name law, and shall reimburse Mastflow for the costs incurred by Mastflow due to the infringement of rights and the resulting claims. Mastflow reserves the right to discontinue the service if there is sufficient suspicion that a web project is providing illegal content. Such a suspicion exists in particular if the client has been warned by an allegedly injured party in a not obviously unfounded manner or if official investigations have been initiated against the client.

(5.13) If the customer fails to comply with its obligations to cooperate even after being requested to do so in text form within a grace period of 2 weeks, Mastflow shall be released from its obligation to perform. If the data and content required for the creation are not available, Mastflow reserves the right to terminate the concluded contract. This does not release the customer from paying the agreed or applicable remuneration to Mastflow.

§6 Ownership, rights of use and naming of references

(6.1) Mastflow retains the ownership and copyright to the websites, texts, publications etc. developed for the client. This also applies accordingly to design activities, unless otherwise agreed.

(6.2) Mastflow shall grant the customer simple, material, local and temporal rights of use for the utilization of the complete service delivered in accordance with the contract. The rights of use may only be exercised if the client is not in default of payment at that time.

(6.3) Any regulations deviating from this as well as the use, in particular the passing on to third parties, reproduction, publication and making available, including copying, require the consent of Mastflow in text form.

(6.4) Content provided and developed by Mastflow may not be used by the client after termination of the contract and may not be used on other published websites.

(6.5) If the contract ends due to timely termination by the client, the client may continue to use the content provided by him.

(6.6) The customer allows Mastflow to be named as the author on the websites it creates for the customer and to refer to the customer’s support in its own advertising by mentioning the company name and the company logo and by linking to the Mastflow website, unless otherwise agreed.

(6.7) If the client provides its own domain at the start of the contract, the ownership rights shall remain the property of the client after regular termination of the contract. If necessary, the client is provided with an Auth-Info-Code. If a new domain is registered in the course of the creation and/or provision of a website by Mastflow, the rights to this domain remain with Mastflow after termination of the contract: In this case, no auth-info code will be issued.

(6.8) Mastflow is entitled to publish the customer and projects carried out for him as a reference, as long as the customer has not expressly forbidden this.

§7 Prices, remuneration and terms of payment

(7.1) The remuneration to be paid by the customer for the services used by Mastflow is set out in the respective individual contract.

(7.2) All Mastflow prices are quoted in euros as net prices plus the applicable statutory value added tax.

(7.3) Unless otherwise agreed in writing, the fees for all contracts are invoiced in advance for the duration of the contract term. The invoice is due for payment no later than 14 days after delivery.

(7.4) For term contracts, the invoice amount is due either in a total annual amount or monthly in installments; for contracts with a term of 12 months in the amount of 12 constant monthly premiums; for contracts with a term of 36 months in the amount of 36 constant monthly premiums.

(7.5) If remuneration is based on time, Mastflow must submit corresponding project reports (“timesheets”) at the beginning of the month. The expenses are billed every 15 minutes.

(7.6) Payment shall be made by credit card, SEPA direct debit, PayPal or bank transfer, unless otherwise agreed. For term contracts, the first monthly premium is paid on the day the contract is concluded. Further contributions are always collected on the same day of each subsequent month. Payment via other payment methods is also possible by arrangement.

(7.7) Subject to an earlier reminder, the Client shall be in default no later than 14 days after the due date and receipt of an invoice or equivalent request for payment. In the case of monthly payments, this also only applies from the day following the respective payment date.

(7.8) If the customer is in default of payment, Mastflow is entitled to suspend the provision of services and to demand immediate payment for services already rendered if no payments are made even after a reasonable grace period. The same applies if the claim is not collected due to a lack of funds in the account or if it is subsequently canceled or reversed. The suspension of the provision of services shall only constitute a withdrawal from the contract if this is expressly declared.

(7.9) In the event of default, the Client shall be obliged to pay default interest, which shall be charged by the receivables management provider. Receivables management is carried out by paywise GmbH. Within the scope of an agreed direct debit collection, Mastflow shall be entitled to charge EUR 20.00 net per return debit note in the event of return debit notes for which the customer is responsible.

(7.10) The Client shall retain the right to prove that no damage or less damage has been incurred. Mastflow is entitled to charge higher damages against proof.

(7.11) Mastflow may increase prices at any time. In the event of an increase in the monthly premiums, the client has a special right of termination if the price increase would already be levied during the regular notice period of 4 weeks to the end of the month.

§8 Warranty

(8.1) Mastflow guarantees the creation of websites in accordance with the contract, insofar as they do not exhibit any defects that nullify or significantly reduce their value or suitability for the use assumed under the contract or for normal use.

(8.2) It is the customer’s responsibility to inspect Mastflow’s services immediately and to report any defects immediately in writing with a precise description. Furthermore, it is the responsibility of the customer to support Mastflow in determining the causes of the defects and their elimination to a reasonable extent and to take all reasonable measures to prevent and minimize damage. If the Client fails to notify us, the service shall be deemed approved.

(8.3) Insofar as a defect is actually present within the scope of Mastflow’s services, Mastflow shall bear the expenses necessary for the purposes of subsequent performance. If a request by the customer to remedy a defect proves to be unjustified, Mastflow may demand reimbursement of the resulting costs from the customer.

(8.4) The following paragraph 9 applies to claims for damages. Other warranty claims are excluded.

(8.5) A website is put online by Mastflow. Mastflow has no influence whatsoever on the indexing of the website in search engines such as Google and therefore accepts no liability for delays or disruptions in indexing.

(8.6) Rights in respect of material defects shall become statute-barred after 12 months, insofar as work services are concerned. This shall not apply in cases of intentional or negligent injury to life, limb or health, in the event of an intentional or grossly negligent breach of duty, in the event of fraudulent concealment of a defect, in the event of a relevant guarantee of quality or in the event of claims under the Product Liability Act. The statutory provisions on the commencement, expiry, suspension and recommencement of the limitation periods shall remain unaffected, unless otherwise agreed.

§9 Liability

(9.1) Mastflow shall only be liable for damage caused by Mastflow, its legal representatives or its vicarious agents through gross negligence or intent, unless it concerns warranted characteristics. Liability is limited to the amount of foreseeable errors. Mastflow shall be liable without limitation for damage to health, body or life.

(9.2) Mastflow is also liable for the breach of essential obligations, the breach of which jeopardizes the achievement of the purpose of the contract or for the breach of obligations, the fulfilment of which makes the proper execution of the contract possible in the first place and on the observance of which the customer may regularly rely (so-called cardinal obligations). In this case, liability is limited to compensation for foreseeable, typically occurring damage.

(9.3) Missed deadlines only justify a claim for compensation if they are due to intentional or grossly negligent behavior on the part of Mastflow.

(9.4) Mastflow shall not be liable for the slightly negligent breach of obligations other than those mentioned above.

(9.5) Mastflow is not liable for any damage caused by the entry of a website in search engines.

(9.6) Mastflow is not liable for the consequences of defects, malfunctions and/or interruptions with regard to the availability and accessibility of the respective website or online store if it is not responsible for them, in particular in the event of malfunctions of generally accessible telecommunications facilities, networks and services that are not operated by Mastflow. The client acknowledges that 100% availability and accessibility of Internet pages cannot be technically realized and that technical malfunctions and/or failures cannot be ruled out.

(9.7) The Client is aware that the functionality of the website or online store may be impaired or canceled by an update of the content management system or a theme or plug-in used in each case. After acceptance of Mastflow’s work services, Mastflow shall no longer be liable for such impairments/disruptions that are beyond its control.

(9.8) Mastflow is not liable for damage caused by the installation or updating of third-party plug-ins, themes or extensions, even if these are installed as part of a maintenance contract and even if they were previously installed by Mastflow on a test environment.

(9.9) Mastflow is not liable for damage caused by the hosting provider, even if the hosting service was ordered via Mastflow and if the cause of the damage is outside Mastflow’s sphere of influence.

(9.10) Mastflow is not liable for damages that arise solely or predominantly due to the breach of a duty to cooperate or a specification of the client. The client is responsible for the legal admissibility of the content of its websites, the publications created by Mastflow and for the information provided by it, including the keywords and the protection of the rights of third parties and, if necessary, to obtain the express consent of the rights holder before use or utilization. This applies in particular with regard to copyright, competition law, trademark law and criminal law. Mastflow is not subject to any obligation to check this. The Client alone shall be responsible for any claims by third parties in this connection.

(9.11) To ensure this, the client must check the website after completion and, if necessary, point out any corrections required. Mastflow undertakes to make these changes within a reasonable period of time.

(9.12) If the customer has rented a domain from Mastflow, the customer undertakes to indemnify Mastflow against any third-party claims resulting from the illegality of the domain or of content that the customer or third parties post via this domain. The indemnification also includes all legal prosecution/defense costs.

(9.13) Even with the current state of technology, data communication via the Internet cannot be provided error-free and/or at all times. In this respect, Mastflow shall not be liable for the constant, uninterrupted availability of the Mastflow website, incl. Subscription management.

(9.14) Insofar as liability is excluded or limited, this shall also apply to the liability of a legal representative or vicarious agent of Mastflow.

(9.15) The above limitations of liability do not apply in the event of injury to life, limb or health or if Mastflow has assumed a guarantee.

§10 Assignment, offsetting and right of retention

(10.1) An assignment of claims of the customer arising from this contract to third parties is excluded without the prior consent of Mastflow in text form.

(10.2) The Client may only offset its own counterclaim if this is undisputed or has been legally established. Mastflow is authorized to offset its own claims against claims of the customer even if these are not yet due.

(10.3) The Customer shall only be authorized to exercise a right of retention if its counterclaim is based on the same contractual relationship.

§11 Confidentiality and data protection

(11.1) Mastflow and the customer undertake to treat all confidential information about the other party that comes to their knowledge directly or indirectly in connection with the contract as strictly confidential and not to pass it on or otherwise make it accessible to third parties who are not authorized persons without prior written consent. You undertake to take suitable precautions to protect the confidential information. This confidentiality obligation shall continue to exist even after termination of the contractual relationship.

(11.2) The following are not confidential information within the meaning of (11.1) of this contract:
Information that was already known to the other party.
Information that is generally known.
Information disclosed to the other party by a third party without the other party having breached a confidentiality obligation.

(11.3) The AG is hereby authorized pursuant to § 13 para. 1 General Data Protection Regulation that personal data of the Client will be collected, stored and processed by the Client itself or by service providers bound by instructions, insofar as this serves the conclusion of the contract and the purpose of the contractual relationship and its fulfillment or is necessary for the fulfillment of legal obligations and as long as this is indicated for storage within the scope of the order. Detailed information on data processing and data protection, in particular on information and deletion rights, etc., can be found in Mastflow’s privacy policy, which is an integral part of these GTC. The privacy policy is available at https://mastflow.local/datenschutzerklaerung/.

§12 Amendment of the GTC

(12.1) Mastflow reserves the right to amend or supplement these GTC, including any annexes, at any time and without stating reasons with effect for the future.

(12.2) Changes to these terms and conditions will be communicated in text form, e.g. by e-mail.

(12.3) The changes shall become effective if Mastflow draws attention to the changes, the customer can take note of the changes and does not object to them within two weeks of receipt of the notification of change, but no later than the time at which the changes are to come into force. The Client shall be informed separately of the right to object and the legal consequences of remaining silent.

(12.4) In the event of a timely objection, Mastflow is entitled to terminate the contract on the date on which the amended or supplemented conditions are to come into force.

§13 Choice of law, place of performance and jurisdiction

(13.1) The contractual relationship between Mastflow and the customer shall be governed exclusively by the law of the Federal Republic of Germany, excluding the applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) or conflicting conflict of law rules of private international law.

(13.2) The place of performance and place of jurisdiction for all disputes arising from the contractual relationship between Mastflow and Waiblingen (Germany) is agreed within the statutory limits (§§29, 38 ZPO).

(13.3) The place of fulfillment is Waiblingen.

(13.4) Mastflow reserves the right to choose another permissible place of jurisdiction.

§14 Dispute resolution procedure

(14.1) The European Commission provides a platform for out-of-court online dispute resolution (ODR platform), which can be accessed at https://www.ec.europa.eu/consumers/odr. We are neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.

§15 Final provisions and severability clause

(15.1) The customer must inform Mastflow immediately of any changes to contractually relevant information; this also includes company-related changes (e.g. address and telephone connection data).

(15.2) Amendments or supplements to the contract, including collateral agreements, must be made in writing to be effective. This also applies to the waiver of the written form requirement.

(15.3) Should individual provisions of these GTC be or become invalid, the remaining provisions shall remain valid. In place of the invalid provision, the parties undertake to agree on a valid provision that comes closest to the purpose of the intended provision.

(15.4) Insofar as translations of these GTC are produced in other languages, only the German version shall be valid.

Special conditions

§16 Creation and programming of individual websites and online stores (incl. design)

(16.1) Scope of services: As part of the conclusion of the contract or the first analysis meeting, the client and Mastflow agree on the specific services to be provided by Mastflow as part of the web design or the creation of a website by defining detailed requirements. In the planning phase, an attempt is made to bring the client’s specifications regarding scope, functionalities, structure and the target group to be addressed into an overall concept. It ends with the handover of a draft.
Estimated duration of the concept phase: 1-4 weeks.
In the realization phase, Mastflow develops the website based on the design approved by the client.
Estimated duration of the creation phase: approx. 4 weeks.
This is followed by testing. This phase is completed with the acceptance by the client.
Estimated duration of the test phase: 2 weeks.
Changes are made in up to two correction loops without additional remuneration. Any additional services shall be remunerated by the Client.

(16.2) Services, project process and obligations of Mastflow: Mastflow checks the client’s ideas for completeness and functionality. If Mastflow recognizes that the customer’s specifications do not meet the requirements necessary for the creation of the website, Mastflow will inform the customer immediately. Mastflow submits a written alternative proposal for implementation to the client. Any scheduling problems that may arise Adjustments and any additional costs incurred as a result must be notified to the Client in writing. The client is granted a period of seven days to approve the proposal.
Based on the specifications, Mastflow will create a draft that shows the essential design aspects of the website to be created or updated. Mastflow develops the design in coordination and cooperation with the client. After completion, Mastflow submits the draft to the client for approval.
Once the design has been approved, Mastflow will create or update the website accordingly.
After handover of the website, a test phase is carried out by the client for testing purposes.
Mastflow optimizes the website to be compatible with the latest versions of the following browsers and smartphones (mobile devices) at the time of development: Web browser: Apple Safari, Google Chrome, Microsoft Edge, Mozilla Firefox; Smartphones: Apple iPhone with iOS, Google Pixel with Android.
If the customer expresses change requests before acceptance of the website, Mastflow shall inform the customer in writing within 5 working days of the additional costs incurred and of any necessary changes to the schedule. Upon approval, the client accepts the adjustment with the obligation to reimburse the additional costs.
Mastflow hands over the created website to the client via remote data transmission or on an operational server specified by the client.
Mastflow shall inform the customer immediately by e-mail of any delays in the progress of the project and the expected failure to meet a deadline. In the event of such delays, the customer shall grant Mastflow a reasonable grace period of at least 14 days. If the grace period is not complied with, Masflow shall be in default with its performance. The client will only reject changes to the timing of the sections proposed by Mastflow for justified reasons.

(16.3) Acceptance: The client is obliged to accept the website if it does not have any significant defects. The acceptance must be made in writing.
Mastflow must be notified immediately in writing of any defects in order to enable prompt investigation and rectification.
At Mastflow’s request, the customer must accept individual components of the website during the creation phase. Partial acceptance cannot be refused due to insignificant defects.

(16.4) Remuneration: Concepts, corrections and drafts shall be remunerated in proportion to the services already rendered, in particular if the order is not continued at the instigation of the client. Mastflow is entitled to refuse separate extended services not covered by the original order or to invoice them separately.

(16.5) Data backup: Mastflow is not responsible for the data backup of the client’s files stored on the respective server, unless there is an ongoing hosting or maintenance contract with Mastflow. The Client shall be responsible for backing up its files transmitted to the respective server.

§17 Technical support of websites and online stores (“maintenance”)

(17.1) The technical support of the client’s web project, accessible under a specific domain, includes the provision of a so-called “Content Management System” (WordPress).

(17.2) At the start of the contract, Mastflow checks the protection mechanisms of the web project and adapts them if necessary. The protection status of the web project is permanently monitored during the term of the contract.

(17.3) Mastflow regularly updates the content management system (CMS) independently, as far as this is available.

(17.4) For the activities described under (17.3), Mastflow may, in the case of urgently required work, spend up to 2 person-hours per month without prior consultation with the customer and charge the remuneration specified in the contract.

(17.5) Further adjustments and corrections to the web project requested by the client, which are commissioned after updating WordPress, themes or plug-ins, are paid for separately and are not included in the maintenance fee.

(17.6) Mastflow provides the necessary software and licenses for the maintenance of the web project by Mastflow. The extension and administration of the licenses are covered by the agreed remuneration. Further licenses or the license use of further themes and plug-ins are provided by Mastflow as described under §20 License Use. Any additional licenses for the themes and plug-ins used in the client’s web project shall be borne by the client.

(17.7) Updates by Mastflow are carried out after prior backup of the CMS. Backups are stored daily on a server provided by Mastflow for 7 days. There is no guarantee that a backup will be created successfully or that it can be restored.

§18 Technical support (“Support”)

(18.1) The technical support provided by Mastflow includes the technical support of the client for the web project(s) specified in the contract.

(18.2) The client can send Mastflow an e-mail at any time in the event of faults or questions. A guaranteed response time and a service level agreement (SLA) are not agreed.

(18.3) Mastflow shall provide the customer with a telephone contact option during its normal business hours for fault reports or questions in connection with the support services. A guaranteed availability, response time and Service Level Agreement (SLA) are not agreed.

§19 Provision of storage space on the Internet (“hosting”)

(19.1) Mastflow provides the client with Internet storage on the server of a third-party provider up to a volume of 10 GB. The content of the PLC is backed up regularly by a third-party provider. If the agreed storage volume is exceeded during the term of the contract, you will be switched to the next larger hosting package with a higher fee. Mastflow will inform the customer 30 calendar days in advance.

(19.2) If requested by the client: Mastflow sets up or takes over the administration of the domain(s) used for the client and keeps the client’s web project available for retrieval on the Internet under these domains for the duration of the contract.

(19.3) The web servers are operational 24 hours a day, seven days a week with an annual average availability of 98%. This does not include downtimes due to maintenance and software updates or times when the web servers cannot be reached via the Internet due to technical or other problems that are beyond the control of Mastflow or the third-party provider (force majeure, fault of third parties, etc.).

(19.4) The volume of data traffic that is generated between the server and the Internet when Internet users access the web project (traffic) is not limited.

(19.5) The number of Internet users who can access the web project each month is not limited. A user is counted as someone who accesses the web project once or several times within 24 hours (unique user per 24h unlimited views).

(19.6) Unless otherwise agreed, the following location is agreed for the server on which the storage space is provided: Federal Republic of Germany. The server is a so-called shared server that is not exclusively available to the client.

§20 License use

(20.1) Mastflow provides the customer – during the term of a maintenance contract concluded with Mastflow – with the use of the WordPress theme and plug-in licenses specified in Annex 1 for use on the web project(s) specified in the maintenance contract.

(20.2) The request to use the plug-in licenses is made via an informal message to Mastflow, which stores them free of charge on the web project.

(20.3) The configuration, setup and support for the use of the plug-ins concerned will be charged at the hourly rate specified in the contract, should this be requested by the client.

(20.4) The license keys for the plug-ins are not handed over to the client.

(20.5) Mastflow always offers the plug-ins in the latest version. Updates are installed via the usual maintenance windows.

(20.6) Mastflow decides on the selection of WordPress theme and plug-in licenses and reserves the right to terminate the licenses provided at its own discretion and to add further licenses. The client has no claim to the availability of the licenses.

(20.7) Mastflow points out to the client that it cannot guarantee 100% availability of the WordPress plug-ins and licenses if restrictions or impairments arise that are beyond Mastflow’s control.

(20.8) If the maintenance contract concluded with Mastflow ends, the right to continue using the licenses also expires. In this case, Mastflow will remove the license or the affected theme or plug-in if the license cannot be removed.

§21 Programming of individual software (e.g. plug-ins, themes, extensions)

(21.1) Scope of services: Mastflow develops individual software for the client, such as WordPress themes, plug-ins and extensions, which are programmed for the client following a requirements analysis.

(21.2) Services, project process and obligations of Mastflow: Mastflow checks the client’s ideas for completeness and functionality. If Mastflow recognizes that the customer’s specifications do not meet the requirements necessary for programming the software, Mastflow will inform the customer immediately. Mastflow submits a written alternative proposal for implementation to the client. Any scheduling problems that may arise Adjustments and any additional costs incurred as a result must be notified to the Client in writing. The client is granted a period of seven days to approve the proposal.
Based on the specifications, Mastflow will create a draft that shows the essential aspects of the software to be created or updated. Mastflow develops the design in coordination and cooperation with the client. After completion, Mastflow submits the draft to the client for approval.
Once the design has been approved, Mastflow will create or update the software accordingly.
After handover of the software, a test phase shall be carried out by the Client for testing purposes.
If the customer expresses change requests before acceptance of the software, Mastflow shall inform the customer in writing within 5 working days of the additional costs incurred and of any necessary changes to the schedule. Upon approval, the client accepts the adjustment with the obligation to reimburse the additional costs.
Mastflow hands over the created software to the client by remote data transmission or on a server specified by the client.
Mastflow shall inform the customer immediately by e-mail of any delays in the progress of the project and the expected failure to meet a deadline. In the event of such delays, the customer shall grant Mastflow a reasonable grace period of at least 14 days. If the grace period is not complied with, Masflow shall be in default with its performance. The client will only reject changes to the timing of the sections proposed by Mastflow for justified reasons.

(21.3) Acceptance: The Client shall be obliged to accept the software provided that it has no significant defects. The acceptance must be made in writing.
Mastflow must be notified immediately in writing of any defects in order to enable prompt investigation and rectification.
At Mastflow’s request, the customer must accept individual components of the software during the development phase. Partial acceptance cannot be refused due to insignificant defects.

(21.4) Remuneration: Concepts, corrections and drafts shall be remunerated in proportion to the services already rendered, in particular if the order is not continued at the instigation of the client. Mastflow is entitled to refuse separate extended services not covered by the original order or to invoice them separately.

§22 Website and online store leasing (“website rental”, ReSEO, appointment booking system terminfinden.online)

(22.1) Scope of services: As part of the conclusion of the contract or the first analysis meeting, the customer and Mastflow agree on the specific services to be provided by Mastflow within the framework of the leasing contract by defining detailed requirements.
In the planning phase, an attempt is made to bring the client’s specifications regarding scope, functionalities, structure and the target group to be addressed into an overall concept. It ends with the handover of a draft.
Estimated duration of the concept phase: 1-4 weeks.
In the realization phase, Mastflow develops the website based on the design approved by the client.
Estimated duration of the creation phase: approx. 4 weeks.
This is followed by testing. This phase is completed with the acceptance by the client.
Estimated duration of the test phase: 2 weeks.
Changes are made in up to two correction loops without additional remuneration. Any additional services shall be remunerated by the Client.

(22.2) The customer transfers to Mastflow all copyrights, ancillary copyrights and other rights necessary for the execution of the contract, in particular the right to reproduce, distribute, transmit, broadcast, extract from a database and retrieve, in terms of time and content to the extent necessary for the execution of the order.

(22.3) Services, project process and obligations of Mastflow: Mastflow checks the client’s ideas for completeness and functionality. Should Mastflow recognize that the customer’s specifications do not meet the requirements necessary for the creation of the website, Mastflow will inform the customer immediately. Mastflow submits a written alternative proposal for implementation to the client. Any scheduling problems that may arise Adjustments and any additional costs incurred as a result must be notified to the Client in writing. The client is granted a period of seven days to approve the proposal.
Based on the specifications, Mastflow will create a draft that shows the essential design aspects of the website to be created or updated. Mastflow develops the design in coordination and cooperation with the client. After completion, Mastflow submits the draft to the client for acceptance.
Once the design has been approved, Mastflow will create or update the website accordingly.
After handover of the website, a test phase is carried out by the client for testing purposes.
Mastflow optimizes the website to be compatible with the latest versions of the following browsers and smartphones (mobile devices) at the time of development: Web browser: Apple Safari, Google Chrome, Microsoft Edge, Mozilla Firefox; Smartphones: Apple iPhone with iOS, Google Pixel with Android.
If the customer expresses change requests prior to acceptance of the website, Mastflow shall inform the customer in writing within 5 working days of the additional costs incurred and of any necessary changes to the schedule. Upon approval, the client accepts the adjustment with the obligation to reimburse the additional costs.
Mastflow makes the created website available for accessibility via the Internet on a server provided by Mastflow.
Mastflow shall inform the customer immediately by e-mail of any delays in the progress of the project and the expected failure to meet a deadline. In the event of such delays, the customer shall grant Mastflow a reasonable grace period of at least 14 days. If the grace period is not complied with, Masflow shall be in default of performance. The client will only reject changes to the timing of the sections proposed by Mastflow for justified reasons.

(22.4) Acceptance: The client is obliged to accept the website if it does not have any significant defects. The acceptance must be made in writing.
Mastflow must be notified immediately in writing of any defects in order to enable prompt investigation and rectification.
At Mastflow’s request, the customer must accept individual components of the website during the creation phase. Partial acceptance cannot be refused due to insignificant defects.

(22.5) Remuneration: Concepts, corrections and drafts shall be remunerated in proportion to the services already rendered, in particular if the order is not continued at the instigation of the client. Mastflow is entitled to refuse separate extended services not covered by the original order or to invoice them separately.

(22.6) Data backup: Mastflow is responsible for the data backup of the website as described under §17.

§23 Search engine placement

(23.1) The aim of search engine optimization is to ensure that the client’s website is listed in a higher position than before when search engine users enter certain relevant search terms (hereinafter referred to as keywords) agreed between the parties in search engines. This is exclusively a regional optimization of search terms in connection with certain place names. “Search word+location”. An optimization of search terms that are found as a single keyword throughout Germany without additional location information is not owed at any time.

(23.2) The client is aware that search engine rankings depend on a variety of factors, as the placement and publication of content of all kinds is at the sole discretion of the search engine operator and the ranking factors can be changed by the search engine operator at any time. Unforeseen changes in the ranking – including a drastic deterioration or complete removal from the index of the respective search engine – cannot be ruled out.

(23.3) Mastflow undertakes to observe the guidelines of the search engine services during optimization (white hat measures). The development of a placement depends on the following factors: The number of total monthly searches under the desired search term and the competition to which the search term is subject. With high competition or a high number of search queries, an optimized website does not develop so quickly to top positions.

(23.4) A specific search engine placement is not owed and is not guaranteed.

(23.5) The client shall provide Mastflow with the best possible support in the selection of keywords and, in particular, provide comprehensive information on the target group of the websites. If not carried out by Mastflow, the client is solely responsible for the selection of keywords. This includes above all the obligation to check the admissibility of keywords suggested by Mastflow.

(23.6) The client is aware that agreed measures for search engine optimization may violate the guidelines of individual search engines and that this does not constitute defective performance by Mastflow. This applies in particular in the case of express approval of certain measures by the client with knowledge of the respective guidelines.

§24 Google tools (e.g. Google My Business, Google Search Console, Google Tag Manager, Google Analytics, Google Ads)

(24.1) Upon request, Mastflow will optimize the client’s Google My Business entry. If the client has several company entries in Google My Business, Mastflow is not obliged to edit or delete these additionally and free of charge. The client can make use of this service additionally and for a fee. The editing or deletion of further Google My Business entries can be taken over for a fee per entry.

(24.2) User account, fees: If the contractual relationship relates to Google Tools, it is necessary for the client to maintain a user account with Google.
If the client already has such a user account, the client must immediately agree to Mastflow’s request for account access, which will be made at the beginning and will be visible in the user account. The customer must ensure that access to the account by Mastflow is possible at all times by means of a link to their account.
If the customer does not yet have a user account with Google, Mastflow is hereby commissioned and authorized by the customer to create a user account required for the provision of the service and, if necessary, a Gmail account in the name and on behalf of the customer. Mastflow will provide the customer with the access data for this user account and the Gmail account in text form within a period of 10 days after receipt. The client is obliged to change the password to the accounts immediately.
The client is aware that search engines charge fees for the advertising space used, in particular for the number of clicks or impressions, and that these costs are billed directly to the client by the search engines. Mastflow shall not be liable, directly or indirectly, for the payment of such fees and makes no representation that the fees so charged are accurate or reasonably calculated.
If the client is in arrears with the payment of the fees charged by the search engine, there is a risk that the search engine operator will temporarily or permanently block the user account or the respective campaign or suspend the respective campaign. This risk is the responsibility of the client. A possible blocking of the user account has no effect on the contractual relationship with Mastflow. In particular, blocking does not entitle the customer to terminate the contractual relationship with Mastflow prematurely or to reduce the fee agreed with Mastflow.

(24.3) Service description: As part of a Google Tools or search engine optimization, Mastflow is commissioned to manage the user account with the aim of optimizing the settings for search results for the client. For this purpose, Mastflow makes configurations within the client’s user account.
Mastflow carries out the optimization according to specifications and in coordination with the client as far as possible and strives for the best possible positioning of the client’s website in the search results. Mastflow owes the activity, not a specific success. In particular, Mastflow does not guarantee that a specific positioning will be achieved at a specific time and that the keywords selected as part of the optimization will result in the client’s website always being displayed in the first hits in the search engines or, in general, that a generally increased demand or increased sales will be achieved via the client’s website to be advertised.
Mastflow’s activity relates to the content of the advertised domain that can be accessed at the time the contract is concluded. Content from subdomains is excluded unless otherwise agreed individually. Extensions must be remunerated additionally.
The client is authorized to issue instructions to Mastflow at any time regarding optimization, including the modification or deactivation of campaigns and keywords. These instructions must be in text form.
If a standardized, contact-optimized mini website (so-called landing page) is created as part of the optimization by Mastflow, the customer provides its own content and hereby permits the use of the existing content from its own website or similar. All rights and rights of use to the landing page, the associated domain and the content, insofar as these were not provided by the customer, are the exclusive property of Mastflow.

(24.4) Responsibility and indemnification: The client is advised that the use of third-party trademarks or proper names as keywords, as well as other search terms, may be inadmissible due to competition law requirements and that the client may run the risk of being sued for injunctive relief by the owner of the trademark or proper name or by competitors.
The client is solely responsible for the permissibility and freedom from third-party rights of the keywords registered by him and the content of his pages, in particular with regard to trademark, copyright, competition and criminal law. It is therefore the client’s responsibility to ensure that all data and content on the website to be advertised and the keywords to be used are always up-to-date and correct, do not infringe any third-party rights, in particular trademark rights and copyrights, and comply with competition law requirements. The customer is obliged to inform Mastflow immediately of any search terms and/or words for advertisement texts that could infringe the trademark and name rights of third parties or be inadmissible under competition law. This must already take place in the initial meeting, in which the client’s data is recorded and the campaigns are discussed.
The customer undertakes to inform Mastflow continuously and without being asked about search terms to be excluded and/or words to be excluded for the advertisement texts.
Within the framework of the contractual relationship, Mastflow is neither commissioned nor obliged to carry out trademark, name, copyright or competition law research and is not liable for damages arising from the infringement of third-party name, trademark and copyright rights or competition law requirements, either directly or indirectly, unless it is guilty of intent or gross negligence. Mastflow will only inform the client in cases of obvious suspicion.
In this respect, the customer shall indemnify Mastflow against all third-party claims not caused by intent or gross negligence on the part of Mastflow and arising from the fact that the customer uses keywords or content that are inadmissible or encumbered with third-party rights, and shall reimburse Mastflow for all costs incurred in this connection. In the case of the use of Google Analytics, Google Webmaster Tools, Google Remarketing and Google Conversion Tracking, the client itself must ensure compliance with data protection regulations. This is his sole responsibility.

(24.5) Obligation to cooperate: The client is obliged to check the settings made in his respective user account regularly and at least once a week. In the event of objections to the modified or newly created campaigns or keywords used, Mastflow must be informed immediately.
If the customer does not object to the changes made by Mastflow in the user account in text form within fourteen days, these shall be deemed approved.
During the term of the contract, the customer must refrain from making any changes to the keyword and campaign settings relating to the websites managed by Mastflow without consulting Mastflow.

§25 Orders in and billing of flat rates via the online store

(25.1) Scope of application: The business relationship between Mastflow (“seller”) and the customer (“customer”) is governed exclusively by the Terms and Conditions in the version valid at the time of the order.
A consumer within the meaning of these GTC is any natural person who concludes a legal transaction for a purpose that cannot be attributed primarily to their commercial or independent professional activity. An entrepreneur is a natural or legal person or a partnership with legal capacity who or which, when entering into a legal transaction, acts in exercise of his or its trade, business or profession.
Deviating terms and conditions of the customer shall not be recognized unless the seller expressly agrees to their validity.

(25.2) Offers and service descriptions: The presentation of products in the online store does not constitute a legally binding offer, but an invitation to place an order. Service descriptions in catalogs and on the seller’s websites do not have the character of an assurance or guarantee.
All offers are valid “while stocks last” unless otherwise stated on the products. Errors excepted in all other respects.

(25.3) Order process and conclusion of contract: The customer can select products from the seller’s range without obligation and collect them in a so-called shopping cart using the Add to cart button. Within the shopping cart, the product selection can be changed, e.g. deleted. The customer can then proceed to complete the order process within the shopping cart by clicking the Continue to checkout button.
The customer submits a binding request to purchase the goods in the shopping cart by clicking on the order with obligation to pay button. Before submitting the order, the customer can change and view the data at any time and use the “back” browser function to return to the shopping cart or cancel the order process altogether. Required information is marked with an asterisk (*).
The seller then sends the customer an automatic confirmation of receipt by e-mail, in which the customer’s order is listed again and which the customer can print out using the “Print” function (order confirmation). The automatic confirmation of receipt merely documents that the customer’s order has been received by the seller and does not constitute acceptance of the request. The purchase contract is only concluded when the seller has confirmed the ordered service within 5 days with a second e-mail, explicit order confirmation or sending of the invoice. Acceptance may also be effected by a request for payment sent by the seller to the customer and at the latest by completion of the payment transaction. In the event of several acceptance processes, the earliest acceptance time shall be decisive. If the seller does not accept the customer’s offer within the acceptance period, no contract is concluded and the customer is no longer bound by his offer.
If the seller allows payment in advance, the contract is concluded with the provision of the bank details and request for payment. If payment has not been received by the seller within 10 calendar days of the order confirmation being sent, despite the due date, even after a further request, the seller shall withdraw from the contract with the result that the order shall lapse and the seller shall have no obligation to perform. The order is then completed for the buyer and seller without any further consequences.

(25.4) Prices and shipping costs: All prices stated on the seller’s website are subject to the applicable statutory VAT.
In addition to the prices quoted, the seller does not charge shipping costs for the service.

(25.5) Delivery, availability of goods: If advance payment has been agreed, the service will be provided after receipt of the invoice amount.
If the ordered service is not available because the seller does not have the capacity to provide the service, the seller may withdraw from the contract. In this case, the seller will inform the customer immediately and, if necessary, propose the service at a later date. If the customer does not wish to receive a service at a later date, the seller shall immediately reimburse the customer for any consideration already provided.
Customers are informed of the performance times on a separate information page or within the respective service description.
The Seller shall not be responsible for delays in performance due to force majeure and due to unforeseeable events that make it significantly more difficult or impossible for the Seller to provide the service, even in the case of bindingly agreed deadlines and dates. In this case, the Seller shall be entitled to postpone performance for the duration of the hindrance plus a reasonable start-up period. The right to postpone the deadline shall also apply to customers who are entrepreneurs in cases of unforeseeable events for which neither the customer nor the seller is responsible. For the duration of this hindrance, the customer shall also be released from his contractual obligations, in particular payment. If the customer cannot reasonably be expected to accept the delay, he may withdraw from the contract in writing after setting a reasonable deadline or after mutual consultation with the seller.

(25.6) Methods of payment: The customer can choose from the available payment methods during and before completing the order process. Customers are informed about the available means of payment on a separate information page.
If payment by invoice is possible, payment must be made within 14 days of performance and receipt of the invoice. For all other payment methods, payment must be made in advance without deduction.
If third-party providers are commissioned with payment processing, e.g. Stripe and PayPal, their general terms and conditions apply.
If the due date for payment is determined by the calendar, the customer is already in default by missing the deadline. In this case, the customer must pay the statutory default interest.
The customer’s obligation to pay default interest does not preclude the seller from claiming further damages caused by default.
The customer shall only be entitled to set-off if his counterclaims have been legally established or recognized by the seller. The customer may only exercise a right of retention insofar as the claims result from the same contractual relationship.

(25.7) Retention of title: The service provided remains the property of the seller until payment has been made in full.
For customers who are entrepreneurs, the following also applies: The seller retains title to the service provided until all claims arising from an ongoing business relationship have been settled in full. The seller revocably authorizes the customer to collect the claims assigned to the seller for his account and in his own name. This direct debit authorization can be revoked if the customer does not properly meet his payment obligations. The seller undertakes to release the securities to which the seller is entitled at the customer’s request if their total sales value exceeds the sum of all outstanding claims of the seller arising from the business relationship by more than 10% (by more than 50% if there is a realization risk). The seller is responsible for selecting the securities to be released. The seller is responsible for selecting the securities to be released.

(25.8) Customer account: The seller provides the customer with a customer account. Within the customer account, customers are provided with information about the orders and their customer data stored with the seller. The information stored in the customer account is not public.
To be able to place an order, customers must create a customer account. Guest orders are not possible.
Customers are obliged to provide truthful information in the customer account and to adapt the information to changes in actual circumstances where necessary (e.g. the changed e-mail address in the event of a change of address or the changed postal address prior to an order). Customers are responsible for any disadvantages arising from incorrect information.
The customer account may only be used in accordance with the applicable statutory provisions, in particular the provisions on the protection of third-party rights, and in accordance with the seller’s GTC using the access masks and other technical access options provided by the seller. Any other type of use, in particular by external software such as bots or crawlers, is prohibited.
Insofar as customers save, enter or otherwise post content or information (hereinafter referred to as “content”) within the customer account, customers are responsible for this information. The seller does not adopt the contents of the customers as his own. However, the seller reserves the right to take appropriate measures depending on the degree of risk of infringement posed by the content, in particular the risk to third parties. Measures that take into account the criteria of necessity, appropriateness, diligence, objectivity, reasonableness and the interests of all parties involved, in particular the fundamental rights of customers, may include the (partial) deletion of content, requests for action and explanations, warnings and cautions as well as bans.
Customers can cancel their customer account at any time. The seller may terminate the customer account at any time with a reasonable notice period, which is usually two weeks. The termination must be reasonable for the customer. The seller reserves the right to terminate the contract for extraordinary reasons.
From the time of termination, the customer account and the information stored in the customer account are no longer available to the customer. It is the customer’s responsibility to back up their data when terminating their customer account.

(25.9) Warranty for material defects and guarantee: The warranty (liability for defects) shall be governed by statutory provisions, subject to the following provisions.
A guarantee only exists for the services provided by the seller if this has been expressly given. Customers are informed of the warranty conditions before initiating the order process.

(25.10) Storage of the contract text: The customer can print out the contract text before submitting an order to Mastflow by using the print function of his browser in the last step of the order.
Mastflow shall also send the customer an order confirmation with all order data to the e-mail address provided by the customer. With the order confirmation, but at the latest when the service is provided, the customer shall also receive a copy of the General Terms and Conditions together with instructions on revocation and information on the terms of payment. If the customer has registered in the Mastflow online store, they can view the orders and subscriptions they have placed in their profile area (My Account). Mastflow also saves the text of the contract.
Customers can receive the contract documents by e-mail or by referring to an online source.

Annex 1 – Licenses

Themes

Astra Pro Theme
Astra Premium Starter Templates
Divi

Page builder

Bricks Builder
Elementor Pro
JetElements: Must-have design widgets
JetTabs: A smart way to organize content
JetReviews: Add reviews, comments, and rates
JetMenu: Build a custom mega menu
JetBlog: Create engaging blog pages
JetBlocks: Enrich header & footer content
JetTricks: Add interactive visual effects
JetStyleManager: Manage Elementor page style settings
JetThemeCore: Most powerful plugin created to make building websites super easy
Spectra Pro
Thrive Suite
Ultimate Addons for Elementor

SEO

Rank Math SEO Pro
Scheme Pro

Conversion

Bloom
Convert Pro
JetPopup: Create popups that boost sales

WooCommerce

B2B Market (reduced price)
German Market (reduced price)
JetWooBuilder: Create custom e-commerce pages
JetProductGallery: Product gallery sliders and carousels
JetCompare&Wishlist: Compare and wishlist functionality
Salesman (reduced price)
ShopLentor Plug-Ins
WCFM Ultimate (Marketplace)

Forms

Formidable Forms Elite
Jet FormBuilder Pro

Appointment and booking tools

Amelia Pro
JetAppointment: Create custom appointment forms
JetBooking: Complex booking functionality

Multi-language and multi-currency

WPML

GDPR and legal

eRecht24 legal texts
Real Cookie Banner
Usercentrics Cookie Consent (via eRecht24 Premium)

Developer Tools

JetEngine: Top-notch plugin for dynamic content
WPCodeBox

Caching & Performance

Smart Image Resize Pro
WP Rocket Pro
WPvivid Image Optimization Pro

Other

JetSmartFilters: Advanced filters for any post type
JetSearch: Try the fastest AJAX search
WP All Export
WP All Import
WP Portfolio

Status AGB: 21.02.2024
Status of licenses: 29.05.2024