Last update: 30.11.2018 (This is the English translation of our General Terms and Conditions for your convenience, only the german version is contractually binding)

1. Contractual basis

(1) The contracting parties are exclusively The Digitale GmbH (entered in the Commercial Register of the Bonn Local Court under HRB 20076) (hereinafter also referred to as “The Digitale”) and the Contractor. Changes to the organizational structure of a contracting party do not affect the validity of contracts concluded. Neither party shall be entitled to represent the other.

(2) The subject matter of the contract shall be defined in the respective contract which refers to these general terms and conditions. The Digitale contracts for the procurement of services serve the exchange of services; this does not constitute a corporate relationship. The contractor shall provide the services as an independent contractor. There shall be no provision of temporary staff; neither contracting party shall be entitled to issue instructions to the employees of the other contracting party.

(3) Individual contractual agreements always take precedence over the general contractual conditions. Provisions in The Digitale’s Special Terms and Conditions for the Procurement of Services shall take precedence over the General Terms and Conditions in the event of contradictions, unless the non-application of individual provisions has been expressly determined; gaps shall be filled by the respective subordinate provisions.

(4) Deviating terms and conditions of the contractor shall not become part of the contract, not even by silence of The Digitale or reference to letters of the contractor with such terms and conditions or by unconditional acceptance of an offer or unconditional acceptance or use of services or unconditional performance of payments to the contractor.

(5) The contractual conditions for the procurement of services are intended for contracts with contractors who are entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law or special funds under public law.

2. Offer documents; conclusion of contract

1) The Digitale reserves all proprietary rights and industrial property rights, in particular copyright exploitation rights, to illustrations, drawings, calculations and other documents which The Digitale makes available or hands over to the Contractor. The Contractor may not make these documents available or hand them over to third parties unless The Digitale has expressly given its prior consent, which must be in writing to be effective. Supplementary confidentiality obligations remain unaffected.

(2) The planning, preparation and transmission of offers by the Contractor shall be at the Contractor’s own expense.

(3) The Contractor shall examine the technical documents sent to it by The Digitale, in particular with regard to an operational and functioning system solution, before submitting a binding offer or accepting a binding application from The Digitale to conclude the contract. If the Contractor realises that these technical documents are inadequate or contradictory with regard to feasibility at certain points, it shall immediately notify The Digitale thereof in writing and in good time before submitting its contractual statement, with a sufficiently precise description of the problem.

(4) If the Contractor submits a non-binding offer to The Digitale, The Digitale’s order (e.g. the sending of the order form signed by The Digitale to the Contractor) constitutes an application for the conclusion of a contract. The Digitale shall be bound by this application for 14 calendar days from receipt of the application by the Contractor. The contract shall come into effect when The Digitale has received the Contractor’s declaration of acceptance of the application (e.g. the order form countersigned by the Contractor or the Contractor’s order confirmation). Late acceptance of an application shall be considered as a new application. Acceptance under extensions, restrictions or other changes shall be deemed to be a rejection associated with a new application.

(5) If the contractor submits a binding offer to The Digitale, the contract shall come into effect upon receipt by the contractor of The Digitale’s declaration to place the order.

3. Content and quality of services

(1) The content of the services owed shall be specified in the respective contract.

(2) At The Digitale’s request, the parties shall negotiate an amendment to the contract to modify the services.

(3) If the Contractor undertakes to make content available to The Digitale on a permanent basis against payment, the contract shall be governed to this extent by the law on sales (§§ 433 et seq. BGB).

(4) If the Contractor undertakes to supply movable goods to be manufactured or produced by him against payment and to make them permanently available, the applicable provisions shall be governed by the law on the sale of goods in accordance with § 651 BGB (German Civil Code).

(5) If the Contractor undertakes to create a work for The Digitale against payment as the result of its work and to make this work permanently available to The Digitale against payment, the contract shall be governed in this respect by the law governing contracts for work and services (§§ 631 et seq. BGB). Such services, which are governed by the law governing contracts for work and services and therefore require acceptance by The Digitale, include, for example, the development of software and the creation of content, such as texts, design elements and graphics.

(6) The contractor shall state The Digitale’s order number on all shipping documents or delivery or service notes or invoices. If the Contractor fails to do so, The Digitale shall not be responsible for any delays in processing resulting therefrom.

(7) The contractor warrants that the supplies and/or services are in compliance with all applicable laws, regulations, orders, guidelines and other legal norms.

(8) The contractor shall use only suitably qualified staff to carry out his contractual obligations.

4. Use of third parties

(1) The Contractor shall not be entitled to use third parties (hereinafter also referred to as “subcontractors”) for the performance of its services, unless something to the contrary has been expressly agreed or The Digitale has given its prior consent, which must be in writing in order to be effective.

(2) If The Digitale gives its consent, the Contractor shall ensure that all subcontracts granted within the scope of the contract are designed in such a way that the Contractor can meet its obligations to The Digitale without restriction.

(3) The Contractor’s liability shall not be affected by the subcontracting or by the information about the subcontracting relationship or by The Digitale’s consent thereto.

(4) The contractor and also any subcontractors commissioned by him shall perform the agreed services or parts thereof in countries of the European Union or the European Economic Area.

5. Performance dates; contractual penalty in case of delay

(1) The agreed dates for the performance of the services by the contractor (“performance dates”) are binding.

(2) In the case of services under the terms of a purchase contract or a contract for work and materials, the date of handover shall always be the binding date, and in the case of services under a contract for work and materials, the date of provision for acceptance shall always be the binding date.

(3) The contractor shall notify The Digitale immediately if circumstances arise or become apparent to him which indicate that an agreed performance date cannot be met.

(4) In the event of the Contractor’s delay in providing the agreed services, The Digitale shall be entitled to the rights in accordance with the statutory provisions.

(5) In the event of the Contractor’s delay in handing over or making available for acceptance on the agreed performance date, The Digitale shall be entitled to demand a contractual penalty of 0.5% of the net order value per completed week, but not more than 5% of the net order value. The Digitale undertakes to declare the reservation of the contractual penalty to the contractor within 14 calendar days of receipt of the delayed service at the latest. The Digitale is entitled to claim the contractual penalty in addition to performance. If The Digitale is entitled to damages for the delay, The Digitale may claim the forfeited penalty as the minimum amount of damages. Further claims and rights remain reserved.

6. Open Source Software.

If the Contractor also provides The Digitale with open source software as part of the performance of the service, the Contractor shall notify The Digitale in writing of the affected software components and the applicable license terms in good time.

7. Acquisition of rights

(1) Unless the contracting parties agree otherwise, The Digitale shall receive from the Contractor a spatial and temporal unlimited, non-exclusive, freely transferable and freely sublicensable right to use the software to the extent contractually agreed. This includes comprehensive use for all media and known and unknown uses, including print, TV, cinema, video and online/internet including social media platforms and campaigns and other browser/smartphone applications.

(2) The right of use pursuant to paragraph 1 includes in particular

  1. the right to reproduce in any number, temporarily or permanently, in the case of software also by installing, loading into the main memory, displaying, letting run, transferring or otherwise storing (e.g. pursuant to Sections 16, 69c No. 1 UrhG) and on any number of devices (e.g. PCs or also laptops/notebooks or other mobile terminals (such as e.g. smartphones (such as iPhone), tablet PCs (such as iPad)),
  2. the right of distribution (in particular by sale, rental or loan) (e.g. pursuant to §§ 17, 69c No. 3 UrhG),
  3. the right to demonstrate, make publicly available and publicly communicate (including online use), in particular by transmission or by making available for retrieval or enabling access by way of application service providing or a software-as-a-service model (e.g. pursuant to §§ 15 (2), 19a, 69c No. 4 UrhG),
  4. the right to edit by The Digitale itself or by third parties (e.g. in accordance with §§ 23, 69c No. 2 UrhG), including reworking, in the case of software e.g. by translation into other programming languages, equipment for other software environments (e.g. also operating systems or platforms), extensions or reductions, troubleshooting and further development including modification of functionality,
  5. the right to advertise, i.e. the right to use for advertising, also in any other media and outside the Internet, in particular also for press and other public communication purposes, and
  6. the right to use the component in any form (including the use also on mobile data carriers (e.g. CD-ROM, DVD, USB stick or mobile hard disk) and on mobile end devices (e.g. laptops, notebooks, tablet PCs, smartphones and comparable end devices), in particular to distribute the component – also for commercial purposes – itself or through third parties or to integrate it into other products.

The granting of rights also includes partial use and use in connection with other works.

(3) If, in deviation from paragraph 1, the contracting parties agree that The Digitale shall be granted an exclusive right of use (e.g. to work results such as individual software, website designs and surface programming), the following shall apply: With respect to development tools and open source components that are used to create individual software, The Digitale shall only be granted a non-exclusive right of use, unless expressly agreed otherwise with express reference to development tools and/or open source components.

(4) A right to use software always extends to both the object code and the source code as well as to the documentation and in particular also includes the right,

  1. Use the component in development, test, and production environments, and
  2. exchange parts and/or connect with other components, and
  3. to leave the component to a service provider or to install, run and/or store it on his hardware (e.g. server), as far as this is necessary for the computer center operation.

At The Digitale’s option, the contractor shall be obliged to hand over the source code:

  1. on a removable storage medium (e.g. CD-ROM or DVD) on which the source code of the Software is stored, in which case the Parties agree that the Customer shall become the owner of the removable storage medium upon delivery of the removable storage medium to the Customer, or
  2. by making them available for downloading on a server and communicating the access data.

(5) The Digitale shall irrevocably retain the right of use; mandatory statutory rights of recall shall remain unaffected.

(6) The contractor is obliged to ensure that any rights according to §§ 12, 13 sentence 2 and 25 UrhG and also any statutory rights of recall are not asserted.

(7) The procurement of the rights of use is fully and conclusively settled with the obligation to pay the contractually agreed remuneration.

(8) The above provisions shall apply mutatis mutandis to the procurement of ancillary copyrights under the Copyright Act or rights to databases (§§ 87a ff. UrhG).

(9) The Digitale shall receive the respective right upon delivery, which shall be deemed equivalent to provision for use, or – insofar as payment for the respective services is made prior to delivery – upon payment for the respective service.

(10)Insofar as the transfer to The Digitale is to be made under an open source software license, the applicable open source license terms shall apply, notwithstanding the foregoing paragraphs.

8. Procurement of ownership of goods

(1) Insofar as the contractor is obliged to transfer ownership of items, the transfer of ownership shall take place at the time the item is handed over or – if acceptance is required by law or agreed by contract – upon acceptance of the respective service.

(2) The Contractor’s retention of title shall apply only to the extent that they have been agreed and relate to The Digitale’s payment obligation for the respective item to which the Contractor retains title. In particular, extended or prolonged reservations of title are inadmissible.

9. Prices

(1) The Digitale owes the Contractor the remuneration agreed in the respective contract. This is binding. The agreed currency is EUR. Unless otherwise stated, the price shall be understood to include the statutory value-added tax applicable in each case.

(2) The amount of the price is determined by the respective contract. If the amount of a remuneration has not been expressly agreed, the amount of the remuneration shall not exceed the amount of the remuneration which the Contractor offers to third parties for comparable services (“list price”).

If the contractor estimates a price, this price estimate shall be binding as the upper limit of the remuneration, unless something to the contrary has been expressly agreed.

If the Contractor agrees with The Digitale to pay for a service on a time basis, the fee shall be calculated on the basis of the time spent by the employees employed in accordance with the respective contract and the hourly rate agreed for the respective employee; the Contractor shall provide evidence of the time spent by means of a list showing the respective employee, his activity, the date on which the service was rendered and the time spent. The contractor is entitled to round up or round down the expenditure of time in accordance with § 315 BGB (German Civil Code) in order to simplify accounting in terms of 0.25 hours according to commercial rounding rules.

If the Contractor agrees with The Digitale to pay for a service on a time basis, the fee shall be calculated on the basis of the time spent by the employees employed in accordance with the respective contract and the hourly rate agreed for the respective employee; the Contractor shall provide evidence of the time spent by means of a list showing the respective employee, his activity, the date on which the service was rendered and the time spent. The contractor is entitled to round up or round down the expenditure of time in accordance with § 315 BGB (German Civil Code) in order to simplify accounting in terms of 0.25 hours according to commercial rounding rules.

All ancillary costs, including any insurance policies taken out or maintained by the Contractor, shall also be fully covered by the remuneration.

(4) Any licence fees and copyright levies levied with regard to services at the time of performance, in particular levies levied by GEMA or other local collecting societies, are already included in the price and are borne by the Contractor. In the event that The Digitale is required to pay such fees or charges itself as a result of mandatory statutory provisions in force at the time the Services are performed, The Digitale shall reimburse such fees or charges to The Digitale.

(5) The Digitale shall not be liable for any income, corporation or similar taxes of the Contractor in connection with the conclusion and performance of the respective contract. If withholding taxes are levied under German or foreign income or corporation tax law, The Digitale is entitled to withhold the statutory minimum tax burden from the agreed payments. If, in such a case, withholding taxes can be reduced in whole or in part by virtue of a double taxation agreement, the Contractor shall submit to The Digitale any documents or official certificates required for the Contractor to be able to withhold withholding tax in whole or in part within the scope of the statutory provisions. The Digitale will provide reasonable support to the Contractor in this respect.

10. Due date, settlement and payments

(1) The Contractor’s claim to payment of the remuneration shall not become due before the Contractor has rendered its services and The Digitale has received a verifiable invoice from the Contractor that complies with the respective VAT requirements.

(2) To the extent that the parties agree on a calendar month settlement, the Contractor shall provide The Digitale with an auditable invoice at the end of the calendar month to be settled that meets the respective sales tax requirements. In this case, the Contractor’s claim to payment of the remuneration shall not become due, notwithstanding Section 10 (1), before the invoiced calendar month has ended and The Digitale has received a verifiable invoice from the Contractor that complies with the respective sales tax requirements.

(3) The Contractor shall notify The Digitale of a bank account to which The Digitale may make payments with fulfilment effect. Payment by The Digitale shall not constitute acceptance or acknowledgement that the Contractor’s delivery or service has been made in accordance with the contract. As long as the Contractor has not notified The Digitale of a bank account in accordance with sentence 1, The Digitale shall be entitled to withhold payments.

(4) The verifiability of the invoice for The Digitale requires at least the following information in the invoice:

  • the name, full address, e-mail address and telephone number of the contractor
  • Tax number or sales tax identification number of the contractor
  • Date of invoice issue
  • unique invoice number
  • Description of the service (type, quantity)
  • Indication of project number, cost type and cost center (if The Digitale has notified the Contractor of such)
  • breakdown of services by tax rates where different tax rates apply

(5) The receipt of the invoice by The Digitale requires that the Contractor has sent it as an electronic invoice in pdf format to the e-mail address rechnung@the-digitale.com

(6) The Contractor shall ensure that the invoice is received by The Digitale by the third working day of the calendar month in which it becomes due. The Digitale is entitled to make only one date per calendar month of invoiced payments. If the invoice is received later than the date specified in sentence 1, The Digitale shall be entitled to make payment in the following calendar month.

(7) A delay by The Digitale in fulfilling a claim for payment requires that The Digitale does not pay within 30 days of the due date. The Digitale shall not be in default as long as performance is not rendered due to circumstances beyond the control of The Digitale.

(8) The Contractor shall notify The Digitale immediately and unsolicited by e-mail to the e-mail address rechnung@the-digitale.com if The Digitale has failed to make a due payment on time.

(9) The Digitale is entitled to set-off and retention rights to the extent permitted by law.

11. Acceptance by The Digitale

(1) Insofar as the contract is governed by work and services contract law, The Digitale shall be obligated to accept the service rendered in accordance with the contract, unless acceptance is excluded by the nature of the service.

(2) The contractor shall notify The Digitale of the provision of the service for acceptance in text form. The Digitale is entitled to review the performance within a reasonable period of time.

(3) The declaration of acceptance by The Digitale must be in text form in order to be effective. The mere silence, a payment from The Digitale or the mere use by The Digitale are not sufficient for the acceptance. Even a “Go Live” or productive start does not replace the acceptance. At The Digitale’s request, the result of the acceptance shall also be recorded in writing or in text form.

(4) The Digitale shall be entitled to refuse acceptance if the Contractor has failed to perform or if there are material defects. If there are only minor defects, The Digitale shall be entitled to accept the service and to declare a reservation regarding the defects in the acceptance declaration; the Contractor’s obligation to remedy the defects and The Digitale’s other rights regarding defects shall remain unaffected.

(5) Partial acceptance shall only take place if this has been expressly agreed. The provisions on acceptance shall apply mutatis mutandis to partial acceptance. Isolated performance determinations are not partial acceptances.

12. Cooperation services from The Digitale

(1) It is The Digitale’s responsibility to provide the contractually agreed and statutory cooperation services to an appropriate extent. The Digitale shall also be entitled to have any cooperation services incumbent upon it provided by third parties.

(2) The contractor shall promptly query, coordinate and integrate The Digitale’s cooperation services in a planned form. A separate inquiry is not required if the date for the provision of a cooperation service has been agreed. If The Digitale fails to fulfil its obligation to provide the cooperation services or fails to do so in good time, the contractor shall notify The Digitale thereof.

13. Tool for cooperation and communication

(1) The Digitale shall be entitled at its reasonable discretion to provide the Contractor with a software-based tool as project management software for the organization of collaboration and communication (e.g. Trello),

  1. to the extent that the Contractor already uses the tool itself according to its own specifications – even prior to the conclusion of the contract – or
  2. as far as the tool is common and the use is reasonable for the Contractor and as far as the tool is available free of charge or otherwise The Digitale reimburses the costs for the licence to the Contractor.

(2) The contractor shall at his own expense ensure that the tool is used in compliance with data protection laws in his area of responsibility.

14. Rights of The Digitale in case of defects

(1) The Digitale shall be entitled to the statutory rights in the event of defects in the contractor’s services, unless expressly agreed otherwise.

(2) In the event of a commercial purchase, The Digitale shall be responsible for examining the goods for any deviations in quality or quantity within a reasonable period of time and, if such deviations become apparent, for notifying such deviations within a reasonable period of time. The complaint shall be deemed to have been made in good time if it is made within a period of five (5) working days from receipt of the goods or, in the case of hidden defects, from discovery.

(3) In the event of a purchase or work delivery, The Digitale shall in any case be entitled to demand that the Contractor remedy the defect or deliver a new item at its discretion. The right to damages, in particular to damages instead of performance, is expressly reserved.

(4) In the case of a purchase or a work delivery, the limitation period for claims due to defects shall be three years calculated from the transfer of risk. If the statutory limitation period is longer, the longer limitation period shall apply instead.

15. Liability

Each contracting party shall be liable to the other contracting party in accordance with the respective statutory provisions without contractual limitation to compensation for damages and expenses.

16. Data protection

(1) Both contracting parties shall fulfil their data protection obligations in accordance with the applicable statutory provisions. This applies in particular to the obligation of employees to maintain data secrecy pursuant to § 5 BDSG and – if necessary – to maintain telecommunications secrecy pursuant to § 88 TKG.

(2) Insofar as The Digitale commissions the Contractor to process personal data on its behalf or with equivalent measures within the meaning of § 11 Para. 5 BDSG, the contracting parties shall conclude an agreement on the processing of order data. If necessary, the contracting parties shall adapt an existing agreement on order data processing in conformity with the applicable data protection provisions. The same shall apply in the event of a change in the respective statutory provisions.

(3) The Contractor shall oblige subcontractors to comply at least to the same extent with the applicable statutory and contractual data protection provisions applicable to The Digitale in the Contractor’s relationship with The Digitale.

17. Secrecy

(1) The contractor shall disclose all confidential information disclosed to him in connection with the establishment or execution of the contract, i.e.

  1. Trade or business secrets of The Digitale,
  2. any information about The Digitale relating to the Services covered by this Agreement where The Digitale’s interest in confidentiality arises from the nature of the information; and
  3. information identified as “confidential” or “secret” by The Digitale for the Contractor to recognize

during the term of the contract and also after expiration of the term of the contract, to treat them confidentially, to protect them from being read by third parties and to use them only insofar as this is necessary to achieve the purpose of the respective contract.

(2) The contractor may only make confidential information available to his vicarious agents, e.g. employees and subcontractors, insofar as this is necessary for the execution of the contract (need to know principle) and insofar as the vicarious agents are bound to secrecy in the same manner as under this contract. Such an obligation towards the Contractor’s employees may also be made by the respective employment contract and supplementary instructions of the Contractor towards his employees.

(3) Die Geheimhaltungspflicht gilt nicht, soweit die vertraulichen Informationen

  1. von The Digitale zur Weitergabe an Dritte zuvor durch eine Erklärung, die zu ihrer Wirksamkeit der Schriftform bedarf, freigegeben worden sind; oder
  2. were generally known at the time they were passed on to third parties or subsequently became generally known without the Contractor being responsible for this; or
  3. after their disclosure by The Digitale, have been disclosed by a third party in a lawful manner and without restriction as to their non-disclosure or use; or
  4. must be passed on due to a judicial or official executive order or due to a statutory order; the contractor shall notify The Digitale in writing of the passing on in good time beforehand.

(4) The Digitale hereby declares its consent to the Contractor’s disclosure of the confidential information

  1. to courts and authorities, insofar as this is necessary to enforce or defend against claims or rights, and
  2. in relation to the consultants (in particular lawyers, auditors and tax consultants) of the Contractor who are bound by law to secrecy by virtue of their profession, insofar as this is necessary for the Consultant to advise the Contractor.

(5) Legal confidentiality obligations of the contractor, in particular the regulations on data protection and in accordance with the agreement on order data processing remain unaffected.

18. Reference denomination

The Contractor may not use for advertising purposes the existence of its business relationship with The Digitale or its specific content or any other information received by the Contractor in the course of the execution of the Agreement without the prior consent of The Digitale, which must be in writing in order to be effective. The same applies to advertising with The Digitale’s name or logo as a reference customer.

19. Good conduct

During and five years after the contract term of the respective contract, the Contractor shall not make any negative statements about The Digitale, its affiliated companies pursuant to § 15 et seq. of the German Civil Code. AktG and its products and services (in writing or verbally) and to avoid any conduct during the aforementioned period that could damage the contractor’s image in public.

20. Information and voting obligations in special situations

(1) The Contractor undertakes to notify The Digitale in advance and in good time of all important changes that affect its organizational units used for The Digitale, and to keep any self-disclosure provided up to date.

(2) If the contract is terminated, the conduct towards the press and the PR strategy require the mutual consent of The Digitale and the contractor in order to avoid reports damaging to business, also from third parties.

21. Storage of contracted results

(1) The contractor shall keep all documents – including digitized documents (e.g. final artwork, film copies, tapes, photos, negatives, data carriers, files, etc.), which were created in the course of the execution of the contract, free of charge for a period of three years after acceptance of the service. The Contractor shall then consult with The Digitale regarding the need for further custody.

(2) At The Digitale’s request, the Contractor shall also agree with the respective production company to store props purchased by The Digitale. Any storage costs will be clarified by mutual agreement.

(3) Mandatory legal storage obligations of the contractor (e.g. according to AO or HGB) remain unaffected.

22. Transferability of rights

The contractor is not entitled to assign his rights from the contract to third parties. This shall not apply to the Contractor’s pecuniary claims if the contract is a commercial transaction for both contracting parties. Trading transactions are all transactions of a merchant which belong to his trading business.

23. General provisions

(1) The law of the Federal Republic of Germany shall apply to the contract to the exclusion of referrals back and forth and to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(2) The place of jurisdiction for all disputes arising out of or in connection with this contract between The Digitale and Contractors who are merchants, legal entities under public law or special funds under public law shall, at The Digitale’s option, be the respective registered office of the Contractor or the respective registered office of The Digitale; for actions against The Digitale, the respective registered office of The Digitale shall be the exclusive place of jurisdiction. If the Contractor is not a merchant, a legal entity under public law or a special fund under public law and does not have a general place of jurisdiction in the Federal Republic of Germany, or if the Contractor moves its domicile or usual place of residence out of the Federal Republic of Germany after conclusion of the contract, or if its domicile or usual place of residence is not known at the time the action is filed, the respective registered office of The Digitale shall be the exclusive place of jurisdiction. § Section 689 subs. 2 of the Code of Civil Procedure (ZPO) shall remain unaffected by sentence 1, sentence 2 and sentence 3.

(2)  Gerichtsstand für alle sich aus oder im Zusammen- hang mit diesem Vertrag ergebenden Streitigkeiten zwischen The Digitale und Auftragnehmern, die Kaufleute, juristische Personen des öffentlichen Rechts oder öffentlich-rechtliche Sondervermögen sind, ist nach Wahl von The Digitale der jeweilige Sitz des Auftragnehmers oder der jeweilige Sitz von The Digitale; für Klagen gegen The Digitale ist der jeweilige Sitz von The Digitale ausschließlicher Gerichtsstand. Wenn der Auftragnehmer kein Kaufmann, keine juristische Person des öffentlichen Rechts und auch kein öffentlich-rechtliches Sondervermögen ist und er zu- dem keinen allgemeinen Gerichtsstand in der Bundesrepublik Deutschland hat oder er nach Vertragsschluss seinen Wohnsitz oder gewöhnlichen Aufenthaltsort aus der Bundesrepublik Deutschland verlegt oder sein Wohnsitz oder gewöhnlicher Aufenthalt im Zeitpunkt der Klageerhebung nicht bekannt ist, so ist der jeweilige Sitz von The Digitale ausschließlicher Gerichtsstand. § 689 Abs. 2 der Zivilprozessordnung (ZPO) bleibt von Satz 1, Satz 2 und Satz 3 unberührt.

(4) Amendments or supplements to the contract must be made in writing in order to be effective and must be signed by both parties to the contract. This also applies to this written form agreement itself. Deviating individual contract agreements have priority.

(5) Legally relevant declarations made by the contractor to The Digitale must be made in writing in order to be effective.

(6) Insofar as the parties have agreed in this contract or agree in the future that a declaration must be made in writing in order to be effective, it shall be sufficient to transmit it by telefax and, in the case of a contract, to exchange declarations that are made in writing. However, § 127 (2) and (3) BGB shall not apply in all other respects.

(7) If provisions of the contract are invalid or unenforceable in whole or in part, the remainder of the contract shall remain valid. The invalid or unenforceable provision shall be replaced by the legally admissible provision that comes closest to what the parties to the contract intended according to the origin, meaning and purpose of the invalid or unenforceable provision. This also applies to any loopholes.