General terms and conditions of business

WilMa Digital GmbH (hereinafter: Wilma) is an agency specializing in shop systems based in Cologne and offers its contractual partners (hereinafter: customers) the provision of an online shop or other Internet presence as well as other related services, as shown in the following the individual contract.

1. Subject of the contract
2. Definitions
3. Conclusion of contract, execution of contract
4. Compensation, offsetting, retention
5. Contract term and terminations
6. Technical Support
7. Module Shop
8. Technical project management
9. Software as a Service
10. Concept and design
11. Marketing Services
12. Change Requests
13. Obligations to cooperate
14. Rights of Use
15. Warranty claims
16. Liability
17. Confidentiality
18. Data protection and data security
19. Subject to change in long-term obligations
20. Final provisions

(1) The services offered by Wilma include in particular the following areas:
(i) Technical support (see section 6),
(ii) Module Shop (see Section 7),
(iii) Technical project management (see section 8)
(iv) Software as a Service (see Section 9),
(v) concept and design (see paragraph 10),
(vi) Marketing (see section 11).
(2) This contract represents a framework agreement that applies to all contractual relationships between Wilma and its customers. Specific services are provided on the basis of these general terms and conditions on the basis of a separate individual agreement. The general terms and conditions only apply if the customer is acting in his commercial or independent professional activity within the meaning of § 14 BGB and not for private purposes.
(3)  The general terms and conditions apply exclusively. Differing general terms and conditions of the customer do not become part of the contract, even if Wilma does not expressly contradict them.

(1) “Work results” are all services and works created by Wilma as part of the contractual relationship, to the extent that they may be the subject of its own rights, such as contract software and its adaptations, documentation, concepts and designs and all associated design materials.
(2) “Open Source Software” within the meaning of this Agreement corresponds to the definition in version 1.9 of the Open Source Initiative's Annoted Open Source Definition, which is available at https://opensource.org/osd-annotated.
(3)  “Derived work results” means software that was produced by Wilma on behalf of the customer and is based on open source software, the license of which requires the publication, distribution or transfer of the affected processing or derivative under the same open source license (“copyleft”, for example contained in the Open Software License 3.0, to which the Magento shop system is subject).
(4) “Independent work results” are works that were developed independently and independently and are made available to the customer in accordance with the license conditions regulated in Section 14.
(5) “Standard software” refers to independent work results that have not been programmed according to customer specifications and in particular includes modules primarily to supplement Magento, which are sold via the module shop at https://wilma.tech/module.html .
(6) “Generally recognized rules of technology” are the sum of scientific, technical and craft experiences recognized in a specialist area, which are consistently known and have proven to be correct and useful.
(7) “Working day” means the calendar days from Monday to Friday that do not fall on a public holiday in North Rhine-Westphalia.
(8) “Source code” means the human-readable text for software written in a programming language.

(1) The offers from Wilma on the website Wilma.tech do not constitute binding offers to conclude a contract, unless otherwise stated in the following paragraphs.
(2) The customer's requests to create an offer are binding for him. Wilma makes a binding offer in text form (e.g. by email), which the customer can accept within five days (unless another deadline is specified in the respective offer) by returning the simply electronically signed offer to Wilma.
(3) The content and scope as well as the essential features of the services are described in Wilma's offer and regulate in particular specific service obligations such as prices, payment terms and - if there is a continuing obligation - the term of the contract for the individual case concerned. Only the individual agreements concluded between the parties with reference to the subject matter of the contract are decisive for the legal relationships between Wilma and its customers. These are subject to the provisions of this contract, even without reference to these conditions.
(4) The contract text is stored in compliance with data protection. The legally required information and the general terms and conditions are sent to the customer in an email on a durable medium - partly automated. The contract data of the binding offer can be printed out or saved electronically. The customer must ensure that the email address provided or stored with Wilma is correct, that receipt of emails is technically ensured and, in particular, that it is not prevented by SPAM filters.
(5) The contract language is German.
(6) The purchase contract regulations (§§ 433 ff. BGB) apply to the purchase of standard software.
(7) Wilma provides its services in accordance with the generally recognized rules of technology, whereby Wilma is free to implement and design, particularly with regard to programming services.
(8) Wilma is entitled to use the services of third parties to execute the contract.

(1) Remuneration is made in accordance with the separate individual agreement. All Wilma prices are exclusive of VAT. The invoice amount is due for payment immediately without deductions upon receipt of the invoice.
(2) Wilma invoices travel costs based on expenditure.
(3) Wilma is free to invoice the costs for its own services or for third-party services carried out on behalf of the customer individually or as a collective invoice.
(4) In the case of long-term obligations, Wilma is entitled to increase the price for the services to be provided a maximum of once per year with a notice period of one month to January 1st. of a new calendar year to changing market conditions, to significant changes in procurement prices or other significant changes in costs that are decisive for the calculation of the remuneration. If the remuneration increases by more than 5%, the customer has the right to terminate the contract with two weeks' notice before the price change occurs. In the event of a price increase, Wilma will indicate this in text form. If termination is not made in due time, the contract will continue with the new prices.
(5) The customer is only entitled to set-off, retention and defense of non-fulfillment of the contract if the counterclaims have been legally established, recognized or undisputed. The customer's rights of retention require a counterclaim from the same contractual relationship. This paragraph does not apply if the customer's claims in the event of defects are affected.

(1) This contract and ongoing obligations concluded under it for which no end of the respective term was agreed in the individual contract can be terminated with three months' notice at the end of a quarter.
(2) Termination of this contract also leads to termination of the services agreed under this contract. The provisions of this contract continue to apply to them, even if they have not yet been fulfilled or have only been partially fulfilled.
(3) The contract and the individually agreed services can be terminated by both parties at any time for good cause. Good cause occurs when one party grossly breaches its contractual obligations. An important reason also exists if the customer is in default with the payment of the remuneration or a not insignificant part of the remuneration for two consecutive dates in the case of continuing obligations, or in a period that extends over more than two dates Payment of the remuneration is in arrears in the amount of an amount which in total amounts to the remuneration for two months.
(4) Terminations must always be made in writing.

(1) Wilma provides its customers with a ticket system at https://gitlab.webvisum.de/users/sign_in through which errors can be reported, new features suggested, change requests (see Section 12) and general inquiries can be made.
(2) Registration for this takes place via the website by entering an email address and a password sent by Wilma via email. The customer account details can be managed and changed in the protected customer area.
(3)  The user registration is only completed after the confirmation link has been confirmed by the customer in the email sent by Wilma for this purpose.
(4)  Access to and use of the ticket system is exclusively permitted to the customer and persons authorized by him. The access data must be kept secret and changed if it becomes known to unauthorized third parties.
(5)  The creation of one free customer account is permitted per customer. From more customer accounts onwards, the current annual fees of the ticket system provider will be invoiced to the customer. The current fees can be requested from Wilma at any time.
(6)  The processing of business transactions within the scope of the digital customer presence and the answering of visitor and buyer inquiries are expressly excluded from technical support.
(7)  Wilma provides additional services at the customer's request on the basis of a separate agreement. The subject of these services may in particular be training, setup and permanent support as well as other support services.

(1) The purchase price includes the purchased module and its installation. Updates  are chargeable.
(2) Installation of the module is not included in the purchase price if the customer's Magento shop already contains modifications or individualized adjustments and adaptations of the module to the customer's shop are therefore necessary.
(3) Payment is made via PayPal or in advance.
(4) Regarding the rights of use of the modules, Section 14 Paragraph (2) applies.

(1) When starting the project, the parties each appoint a permanent, qualified contact person for all matters relating to the project, who is able to make all decisions relating to the project themselves or to bring them about in a timely manner. The contact person can be replaced at any time by another equally qualified employee; In this case, the other party must be informed of this in advance, stating the new contact details. The necessary exchange as part of project management may only be refused for objective reasons.
(2) If the parties consider it necessary, the customer must provide a specifications document that defines the requirements for the software and other services and a specifications document must be created by Wilma in the planning phase, which further differentiates and develops the customer's requirements.
(3) Wilma offers its customers agile project management upon appropriate agreement; otherwise, change requests follow the process specified in Section 12.

If the customer orders Software as a Service, Wilma will make the software available to the customer on a rental basis as Software as a Service. In this case, hosting must be ordered separately.

(1) If the customer commissions Wilma with concept and design services, he will provide Wilma with the documents necessary to implement the layout and design specifications, provided that he provides design specifications. If Wilma considers coordination with the customer to be necessary, the customer will appoint knowledgeable employees who are authorized to make all necessary decisions to coordinate.
(2)  If the customer provides Wilma with templates, in particular graphic, textual or sound designs, for use in fulfilling the agreed services, he assures that he is entitled to hand over and use these templates and allows Wilma to use all submitted templates. The scope of the above permission is limited solely to the purposes of implementing the contract here. The customer will release Wilma from any claims by third parties due to the use of the templates, designs and information provided.
(3) Wilma will present the customer with two design suggestions. If the customer does not agree with the suggestions made, he should inform Wilma of this, stating the reasons, within five working days of receiving the drafts. In this case, Wilma will develop a new proposal after agreeing on an appropriate increase in remuneration and present it to the customer. If the customer does not agree to this third design suggestion, he will give Wilma specific instructions for the overall design, which Wilma will then take over. The unchallenged use of a design always corresponds to a release from the customer.

(1) If Wilma provides marketing services for the benefit of the customer based on a separate agreement, these are based on the market criteria at the time of provision, which are intended to ensure improved findability in the online area on common search engines. The selection and design of advertising materials are at Wilma's due discretion, taking into account the interests of the customer.
(2)  The marketing services owed do not include offline marketing measures.

(1)  Each party can request changes to the services agreed in the individual contract from the other party at any time (hereinafter: change request). As long as no agreement has been reached on a change request, Wilma will provide the services owed according to the individual agreement.
(2) A change request from the customer must contain the desired changes and the change date; a change request from Wilma contains the expected effects on dates, deadlines, remuneration, and any other costs.
(3)  After receiving a change request from the customer, Wilma will check the requested changes within a reasonable period of time at the customer's expense to determine whether and under what conditions they can be implemented.

(1) The customer is obliged to cooperate appropriately in the implementation of his ideas and provides Wilma with all information necessary for the execution of the contract, in particular as far as it relates to the online shop and details of the product portfolio.
(2)  Unless there is any other individual contractual agreement between the customer and Wilma, it is the customer's sole responsibility to meet the system requirements required to operate Magento or other software.

(1) The customer is obliged to cooperate appropriately in the implementation of his ideas and provide Wilma with all information necessary for the execution of the contract, in particular as far as it relates to the online shop and details of the product portfolio.
(2)  Unless there is any other individual contractual agreement between the customer and Wilma, it is the customer's sole responsibility to meet the system requirements required to operate Magento or other software.

(1)  If the individual contract is fundamentally to be qualified as a purchase or work contract, the statutory provisions apply in the event of material or legal defects, unless otherwise specified below.
(2)  The basis for assessing whether a defect exists or not is the agreed quality, which can result from the individual contract, associated documents and the product description. If no quality has been agreed, the assessment of whether there is a defect or not is carried out in accordance with the statutory provisions. However, Wilma assumes no liability for public statements made by the manufacturer or other third parties (e.g. advertising statements).
(3)  If standard software was purchased, the prerequisite for asserting warranty claims is that the customer has complied with his statutory inspection and notification obligations (§§ 377, 381 HGB). If a defect becomes apparent during the inspection or later, Wilma must be notified immediately in writing. The notification is considered immediate if it is made within two weeks, whereby sending the notification on time is sufficient to meet the deadline.
(4)  Regardless of the obligation to inspect and give notice of defects stated in paragraph (3), the customer must report obvious defects in writing within two weeks of delivery, whereby sending the notification on time is sufficient to meet the deadline.
(5) If the customer fails to carry out the proper inspection in accordance with paragraph (3) or report defects in accordance with paragraph (4), Wilma's liability for the defect that was not reported is excluded.
(6)  If the contractual service provided is defective, Wilma must, at its own discretion, either provide a subsequent delivery or repair. The right to refuse supplementary performance under the legal requirements remains unaffected.
(7) The customer's claims for damages and reimbursement of wasted expenses, even in the event of defects, only exist in accordance with Section 16 and are otherwise excluded.
(8) The deadline for warranty claims is one year, calculated from the start of the statutory limitation period.
(9) Regardless of the type of supplementary performance chosen, this does not cause the warranty period to restart.

(1) Wilma's liability for damages due to simple negligence is excluded unless injury to life, body, health or claims under the Product Liability Act or the General Data Protection Regulation are affected. Liability, even for simple negligence, remains unaffected in the event of a breach of cardinal obligations, i.e. obligations whose fulfillment enables the execution of the contract in the first place and on whose compliance the customer can regularly rely; However, liability in this case is limited to compensation for damages that are typically associated with the contract and foreseeable.
(2) The parties agree that Wilma does not carry out any trademark research with regard to drafts to be created or other work and is not liable for the ability to register the trademark or for the admissibility under competition law and trademark law. It is the customer's responsibility to check the deliveries and/or parts thereof for a possible collision with third-party intellectual property rights. In this regard, the customer expressly releases Wilma from liability toward third parties.
(3) The above paragraphs apply equally to Wilma’s vicarious agents.

(1)  For purposes of this Agreement, Confidential Information means any non-public information disclosed by the Disclosing Party to the Receiving Party and marked or identified as confidential at the time of disclosure; This includes, in particular, information about the methods, procedures, and scripts used, the resulting know-how of the disclosing party as well as documentation, materials, drawings, plans, specifications, other documents and all additional information that can be considered confidential (“ confidential information").
(2)  Between Wilma and the customer, it is agreed that the receiving party will only use the confidential information entrusted to it by the other party for the purposes provided for and permitted within the framework of these General Terms and Conditions and the individual agreements and in relation to third parties in the manner usual for its own affairs Treated confidentially with care. If this is necessary for the purpose of fulfilling the contract, it may be passed on to contractors of the receiving party without consent. The parties ensure that confidentiality is also maintained by their respective legal representatives, shareholders and employees as well as those contractors who receive confidential information.
(3)  The obligation to maintain confidentiality does not apply to such information
(i)  is or was generally known, unless this is due to a breach by the receiving party or third parties of the obligation to maintain confidentiality;
(ii) was already known to the receiving party at the time of disclosure without breach of this confidentiality obligation;
(iii) was developed after the conclusion of the Agreement by the receiving party or an affiliate independently of the Confidential Information disclosed;
(iv)  the receiving party lawfully obtained it from a third party, provided that such third party has the authority to disclose the information to the disclosing party;
(v)  is required to be disclosed by law, court order, or governmental order; The receiving party will immediately inform the disclosing party of such a case.
(4) The receiving party that invokes this must provide proof of the existence of an exceptional case.

(1)  For purposes of this Agreement, Confidential Information means any non-public information disclosed by the Disclosing Party to the Receiving Party and marked or identified as confidential at the time of disclosure; This includes, in particular, information about the methods, procedures, and scripts used, the resulting know-how of the disclosing party as well as documentation, materials, drawings, plans, specifications, other documents and all additional information that can be considered confidential (“confidential information”).
(2)  Between Wilma and the customer, it is agreed that the receiving party will only use the confidential information entrusted to it by the other party for the purposes provided for and permitted within the framework of these General Terms and Conditions and the individual agreements and in relation to third parties in the manner usual for its own affairs Treated confidentially with care. If this is necessary for the purpose of fulfilling the contract, it may be passed on to contractors of the receiving party without consent. The parties ensure that confidentiality is also maintained by their respective legal representatives, shareholders, and employees as well as those contractors who receive confidential information.
(3)  The obligation to maintain confidentiality does not apply to such information
(i)  is or was generally known, unless this is due to a breach by the receiving party or third parties of the obligation to maintain confidentiality;
(ii) was already known to the receiving party at the time of disclosure without breach of this confidentiality obligation;
(iii) was developed after the conclusion of the Agreement by the receiving party or an affiliate independently of the Confidential Information disclosed;
(iv)  the receiving party lawfully obtained it from a third party, provided that such third party has the authority to disclose the information to the disclosing party;
(v)  is required to be disclosed by law, court order, or governmental order; The receiving party will immediately inform the disclosing party of such a case.
(4) The receiving party that invokes this must provide proof of the existence of an exceptional case.

(1) In the event that significant technical, economic, or legal conditions change in the case of ongoing obligations after the conclusion of the contract, Wilma reserves the right to change the content of this contract - with the exception of the main performance obligations, the fulfillment of which enables the execution of the contract in the first place compliance with which the customer can regularly trust - to be adjusted to the extent that this is reasonable for the customer.
(2) Wilma will inform the customer of the changed general terms and conditions by email. At the same time, the customer is expressly informed that the respective change will become part of the contract existing between the contracting parties if the customer does not object to this change within a period of six weeks from the announcement of the change by email to dialog@Wilma.tech or in writing.
(3) If the customer objects to the changes in due form and in a timely manner, the contract remains unchanged. Wilma then has the right to terminate the contract with four weeks' notice if it is unreasonable for Wilma to stick to the unchanged contract.
(4) For such adjustments or changes that affect the main performance obligations of the contract, the customer's consent is necessary, which is not deemed to have been given if the customer remains silent in response to the notification in accordance with paragraph 2.

(1) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods and the connecting factors of international private law.
(2) The place of performance is Cologne. 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 relating to this contract.
(3) Changes to this contract must be made in writing, whereby fax and digital transmission of scanned documents that have a handwritten signature are sufficient; There are no oral additional agreements at the time the contract is concluded.
(4) The invalidity of individual contractual provisions does not result in the invalidity of the contract as a whole. The void provisions will be replaced by the legally valid provisions that the parties would have made if they had known the legal situation at the time the contract was concluded, taking into account the meaning and purpose of these terms and conditions, in order to achieve the desired economic success. Otherwise, the statutory provisions apply.