General Terms and Conditions

This is a non-binding English translation. Only the German version of these General Terms and Conditions is legally binding.

1) Scope

1.1 These General Terms and Conditions apply to all contracts, offers, services, and other business relationships between

MJ Digital Ventures UG (haftungsbeschränkt)
Irminfriedstr. 20A
82166 Gräfelfing, Germany
Email: info@donauhub.ai

hereinafter referred to as the "Provider", and its customers, hereinafter referred to as the "Customer".

1.2 These Terms and Conditions apply exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law.

1.3 The Provider provides in particular digital services, consulting services, strategy, conception, marketing, business development, software, website, automation, analytics, and other project-related services.

1.4 Deviating, conflicting, or supplementary terms and conditions of the Customer only become part of the contract if the Provider has expressly agreed to their validity in text form. This also applies if the Provider performs services without reservation while being aware of conflicting or deviating conditions of the Customer.

2) Conclusion of contract

2.1 The presentation of services on the website, in presentations, brochures, or other documents does not constitute a legally binding offer, but rather non-binding information about possible services of the Provider.

2.2 A contract is concluded by:

• the Customer's acceptance of an individual offer from the Provider,
• the written or electronic commissioning by the Customer and its acceptance by the Provider,
• the signing of an offer, contract, or service description,
• or by the Provider beginning to perform the services on the basis of a corresponding agreement.

2.3 The specific scope of services results from the respective offer, the service description, the contract, the project description, or another individual agreement between the parties.

2.4 There are no verbal side agreements unless they have been expressly documented or confirmed.

3) Services of the Provider

3.1 The Provider provides its services to the best of its knowledge and belief and in accordance with the professional standards recognized at the time of performance.

3.2 Unless a specific result has been expressly agreed in writing, the Provider owes the performance of the agreed service, but not the achievement of a specific economic, technical, legal, tax, regulatory, or other result.

3.3 If the Provider performs contract-for-work services, for example the creation of certain concepts, websites, software components, documents, designs, campaign structures, analyses, or other work results, acceptance is governed by the provisions of these Terms and Conditions and the statutory provisions.

3.4 The Provider is entitled to use suitable employees, freelancers, subcontractors, or other vicarious agents to perform the services, provided that the Customer's legitimate interests are not impaired as a result.

3.5 The Provider is entitled to provide services entirely or partly remotely, unless expressly agreed otherwise.

4) Customer's obligations to cooperate

4.1 The Customer provides the Provider with all information, content, data, access, materials, approvals, and decisions required for the performance of the services in a timely, complete, and accurate manner.

4.2 The Customer is responsible for ensuring that content, data, brands, logos, texts, images, materials, access data, or other information provided by the Customer may be used lawfully and do not infringe the rights of third parties.

4.3 Delays caused by missing, late, incomplete, or incorrect cooperation on the part of the Customer are not to the detriment of the Provider. Agreed performance deadlines are extended appropriately.

4.4 Upon request, the Customer names a contact person authorized to make decisions for the respective project.

4.5 If the Customer fails to fulfill its obligations to cooperate despite a request to do so, the Provider is entitled to suspend the performance of services until the obligations to cooperate are fulfilled. The Provider's claims to remuneration remain unaffected.

5) Dates and deadlines

5.1 Dates and deadlines are only binding if they have been expressly agreed as binding.

5.2 Unforeseeable events, force majeure, technical disruptions, illness, failures of service providers, platform changes, or other circumstances beyond the Provider's control extend agreed deadlines appropriately.

5.3 If the Customer fails to fulfill its obligations to cooperate in a timely manner, agreed deadlines are likewise extended appropriately.

6) Changes to the scope of services

6.1 If the Customer wishes to change or extend the agreed scope of services after conclusion of the contract, the Provider will review the change request.

6.2 Insofar as the change has effects on the effort, remuneration, or schedule, the Provider will inform the Customer accordingly. Implementation only takes place after a corresponding agreement between the parties.

6.3 Additional services that are not covered by the original scope of services are remunerated separately, unless agreed otherwise.

7) Remuneration and payment terms

7.1 The remuneration is based on the respective offer, contract, or other individual agreement.

7.2 Unless stated otherwise, all prices are net plus the applicable statutory value-added tax.

7.3 Unless agreed otherwise, invoices are due for payment without deduction within 14 days of the invoice date.

7.4 The Provider is entitled to demand reasonable advance payments, partial payments, or installment payments, in particular for larger projects, ongoing services, or individually created work results.

7.5 If the Customer is in default of payment, the Provider is entitled to withhold further services until outstanding claims have been settled.

7.6 In the event of default, the statutory default interest and default flat rates applicable to entrepreneurs apply.

7.7 The Customer is only entitled to rights of set-off if its counterclaims have been legally established, are undisputed, or have been recognized by the Provider. The Customer is only entitled to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship.

8) Acceptance of contract-for-work services

8.1 Insofar as the Provider performs contract-for-work services, the Customer is obliged to examine and accept the work result without delay after it is provided, provided that it is essentially in accordance with the contract.

8.2 Insignificant deviations do not entitle the Customer to refuse acceptance.

8.3 If the Customer does not declare acceptance or report any significant defects within 10 working days of provision, the service is deemed to have been accepted, provided that the Provider expressly informed the Customer of this consequence at the start of the period.

8.4 In the case of justified defects, the Provider will remedy these within a reasonable period.

8.5 Productive use, publication, transfer to third parties, or other operational use of a work result is deemed to be acceptance, unless the Customer has previously reported significant defects in text form.

9) Rights of use

9.1 Insofar as work results, concepts, texts, designs, strategies, software components, documentation, analyses, presentations, campaign structures, or other protectable services arise in the course of performance, the Provider grants the Customer the rights of use required for the agreed purpose after full payment of the agreed remuneration.

9.2 Unless expressly agreed otherwise, the Customer receives a simple, non-exclusive right of use, unlimited in time and space, to the final work results for its own business purposes.

9.3 Drafts, interim versions, raw data, internal working files, methods, templates, frameworks, prompts, process logic, automation logic, know-how, and work results that have not been finally approved remain with the Provider, unless expressly agreed otherwise.

9.4 Any transfer, sublicensing, modification, or exploitation outside the agreed contractual purpose requires the prior consent of the Provider, unless otherwise results from the contractual purpose.

9.5 The Provider remains entitled to use general know-how, methods, experience, ideas, concepts, frameworks, and approaches that arise or are used in the course of performance for other projects and customers as well, provided that no confidential information of the Customer is disclosed in the process.

10) Reference

10.1 The Provider is entitled to name the Customer as a reference after completion of the project and to use the name, logo, and a general description of the services provided, unless the Customer objects to this in text form.

10.2 Confidential content, trade secrets, or unpublished project details are not disclosed without the Customer's consent.

11) Confidentiality

11.1 The parties undertake to treat all confidential information of the other party that becomes known in the course of the cooperation as confidential.

11.2 Confidential information includes in particular trade secrets, strategies, financial data, technical information, customer data, access data, product ideas, concepts, internal documents, unpublished business information, and other information that is not publicly known.

11.3 The confidentiality obligation does not apply to information that is publicly known, becomes publicly known without breach of this agreement, was already lawfully known to the receiving party, or must be disclosed due to a legal obligation.

11.4 The confidentiality obligation continues to apply even after the end of the cooperation.

12) Access data and IT security

12.1 Insofar as the Customer provides the Provider with access data, accounts, systems, interfaces, or other technical access, the Customer must ensure that it is authorized to do so.

12.2 The Provider will treat provided access data confidentially and only use it for the purposes of the agreed performance of services.

12.3 The Customer remains responsible for the setup, security, and administration of its own systems, accounts, passwords, access rights, and backups, unless expressly agreed otherwise.

13) Third-party providers, platforms, and external services

13.1 Insofar as third-party providers, software, platforms, hosting services, analytics tools, AI services, advertising platforms, APIs, or other external services are used for the performance of services, the terms of use and data protection provisions of the respective providers apply additionally.

13.2 The Provider is not liable for the permanent availability, functionality, pricing, policy changes, blocking, API changes, or service changes of such third-party providers, insofar as these are beyond the Provider's control.

13.3 The Customer bears the costs of external providers, licenses, advertising budgets, hosting costs, software fees, API costs, or other third-party costs, unless expressly agreed otherwise.

13.4 The Customer is itself responsible for properly setting up, managing, and lawfully using accounts with third-party providers, unless expressly agreed otherwise.

14) No legal, tax, or investment advice

14.1 Unless expressly agreed otherwise in writing and permissible under professional law, the Provider does not provide legal advice, tax advice, auditing, investment advice, or other advice requiring a license.

14.2 Strategic, economic, technical, marketing-related, or operational assessments by the Provider do not replace examination by professionals licensed for this purpose.

14.3 The Customer is itself responsible for having legal, tax, regulatory, or financial questions examined by suitable professional advisors.

15) Warranty

15.1 The statutory warranty rights apply to contract-for-work services, unless otherwise regulated in these Terms and Conditions.

15.2 The Customer must report defects in text form without delay after discovery and describe them as specifically as possible.

15.3 In the case of justified defects, the Provider is initially entitled to remedy them.

15.4 For services, in the absence of an express agreement on results, the Provider does not owe a specific result, but rather the professional performance of the agreed activity.

15.5 There are no warranty claims in the case of changes, modifications, or improper use of the work results by the Customer or third parties, insofar as the defect is based on this.

16) Liability

16.1 The Provider is liable without limitation in the case of intent and gross negligence.

16.2 In the case of simple negligence, the Provider is only liable for the breach of essential contractual obligations. Essential contractual obligations are those obligations whose fulfillment makes the proper performance of the contract possible in the first place and on whose compliance the Customer may regularly rely. In this case, liability is limited to the foreseeable damage typical of the contract.

16.3 Liability for damage resulting from injury to life, body, or health remains unaffected.

16.4 Liability under the Product Liability Act and for guarantees assumed remains unaffected.

16.5 The Provider is not liable for economic decisions, investments, advertising expenditure, revenue developments, market reactions, platform decisions, algorithm changes, blocking by third-party providers, or other business results of the Customer, unless a specific result has been expressly agreed and the damage is based on a breach of duty by the Provider.

16.6 Liability for lost profits, failed savings, indirect damage, and consequential damage is excluded to the extent permitted by law.

17) Contract term and termination

17.1 The contract term results from the respective offer, contract, or individual agreement.

17.2 One-off project services end with full performance or acceptance, insofar as acceptance is required.

17.3 Ongoing services, retainers, or continuing obligations can be terminated with the individually agreed notice period.

17.4 If no notice period has been agreed, ongoing services can be terminated with a notice period of one month to the end of the month.

17.5 The right to extraordinary termination for good cause remains unaffected.

17.6 Services already rendered are to be remunerated proportionately in the event of termination. This also applies to third-party costs already incurred, third-party services already booked, or other expenses that can no longer be cancelled.

18) Data protection and order processing

18.1 The Provider processes the Customer's personal data only within the framework of the applicable data protection regulations.

18.2 Further information on the processing of personal data can be found in the Provider's privacy policy.

18.3 Insofar as the Provider processes personal data on behalf of the Customer, the parties conclude, where necessary, a separate agreement on order processing in accordance with Art. 28 GDPR.

18.4 The Customer remains responsible for the lawfulness of the personal data provided by the Customer and its processing, insofar as the Provider acts merely as a processor.

19) Non-solicitation

19.1 The Customer undertakes, during the cooperation and for a period of twelve months after its end, not to actively solicit any employees, freelancers, or subcontractors of the Provider or to directly commission them for the same or comparable services without the Provider's consent.

19.2 This does not apply if the contact comes about due to a general job advertisement not specifically directed at the person concerned.

20) Final provisions

20.1 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

20.2 The place of jurisdiction for all disputes arising from or in connection with the contractual relationship is, to the extent permitted by law, the registered office of the Provider.

20.3 The place of performance is, to the extent permitted by law and unless agreed otherwise, the registered office of the Provider.

20.4 Should individual provisions of these Terms and Conditions be or become wholly or partly invalid, the validity of the remaining provisions remains unaffected.

20.5 Changes and additions to individual agreements require text form, unless a stricter form is prescribed by law.