General Terms and Conditions
Status 01.01.2026
1. Scope of application, target public
All contracts (projects) for the provision of services, deliveries and other services between Beratung GmbH and its MORGEN Beratung GmbH and its clients (customers) shall be governed exclusively by the following General Terms and Conditions (GTC).
The inclusion and validity of deviating, conflicting or supplementary general terms and conditions of the client are hereby rejected.
The MORGEN Beratung GmbH provides its services exclusively to business customers, not to private consumers.
2. Quotations
Offers from MORGEN Beratung GmbH are valid until four weeks after receipt of the offer by the customer.
3. Conclusion of contracts, scope of services, changes to services
Contracts are concluded either by the customer unconditionally accepting an offer from MORGEN Unconditionally accepts an offer from Beratung GmbH, or by Beratung MORGEN Beratung GmbH confirms an order from the customer. A declaration of acceptance by MORGEN Beratung GmbH is also deemed to be the provision of the ordered delivery or service.
The scope of services is determined by the respective offer or order and supplementary agreements.
There is no obligation on the part of MORGEN Beratung GmbH is under no obligation to agree to changes to the scope of services requested by the customer if this leads to a significant change in the type, scope or difficulty of the originally agreed work.
4. Deadlines and dates
Agreed deadlines and time limits are binding for both parties.
If the client or Beratung GmbH fails to meet a deadline or deadline MORGEN Beratung GmbH, the subsequent dates and deadlines based on this must be re-agreed, or subsequent dates and deadlines based on this are automatically postponed or extended by at least the duration of the missed date or deadline.
However, a postponement or extension in the event of a date or deadline being exceeded through no fault of either party shall not apply to a monthly payment plan agreed with the customer. In this respect, the customer remains obliged to comply with the payment dates or deadlines agreed with him.
If a change to the original order is agreed which affects the agreed dates and deadlines, the subsequent dates and deadlines based on this must be agreed again, or subsequent dates and deadlines based on this are automatically postponed or extended by at least the period required for the change.
5. Obligations of the customer to cooperate
As part of the order placement, Beratung MORGEN Beratung GmbH shall, in consultation with the client and in accordance with the client's wishes and depending on the scope of the order, prepare either a briefing, a specification sheet or a comparable document in which the objectives, wishes and ideas of the client and the services to be provided by MORGEN Beratung GmbH and the services to be provided by Beratung GmbH as well as the client's obligations to cooperate are set out in writing. This document shall become part of the contract unless one of the two contracting parties objects to it within seven working days of receipt.
The customer shall designate MORGEN Beratung GmbH a competent contact person who is authorized to make and receive binding declarations on behalf of the client.
The customer shall provide the information, templates, documents, images, videos, texts, designs and data required for the processing of its order free of charge and in good time in the formats required by Beratung GmbH MORGEN Formats required by Beratung GmbH.
The customer is obliged to promote the achievement of the agreed project success already during the project period through prompt testing and bug tracking, using a project management platform provided by Beratung GmbH MORGEN Beratung GmbH and to refrain from all actions that impede, delay or prevent the achievement of the project success.
If the project work involves the processing of personal data of third parties, the customer is obliged to conclude an order processing contract with Beratung GmbH before the transmission or disclosure of such personal data MORGEN Beratung GmbH prior to the transfer or disclosure of such personal data.
If the customer provides MORGEN Beratung GmbH drafts, templates, images, videos, texts, logos or other data for processing the order, the customer is responsible for ensuring that these documents or data do not violate legal or official regulations, that he is entitled to the rights of use to these documents or data necessary for the execution of the order by MORGEN Beratung GmbH is entitled to the rights of use necessary for the execution of the order and that any necessary data protection consents of the data subjects for the processing of personal data have been obtained.
If the customer provides MORGEN Beratung GmbH texts or terms for processing the order or releases such texts or terms for use in its project, the customer shall be solely responsible for compliance with any professional or competition law regulations to be observed.
The customer shall indemnify MORGEN Beratung GmbH from all claims of third parties, including reasonable costs of legal action to defend against such claims.
The checking of delivered data or text templates for orthographic and typographic correctness by Beratung GmbH shall only take place MORGEN Beratung GmbH shall only be carried out if this has been expressly agreed.
6. Breach of obligations to cooperate
If the customer culpably fails to comply with an obligation to cooperate required for the execution of the contract, he undertakes to compensate Beratung GmbH for any additional costs incurred as a result MORGEN Beratung GmbH for any additional expenses incurred as a result. A repeated culpable breach of the customer's duty to cooperate entitles Beratung GmbH to terminate the contract MORGEN Beratung GmbH to terminate the order. The prerequisite for termination is that the customer has previously been set a reasonable deadline to fulfill his obligation to cooperate and the customer has culpably failed to comply with this request within the set deadline.
7. Settlement of terminated contracts
If a money-back guarantee has been expressly agreed with the customer in the event that the customer can terminate the contract at any time, this shall take precedence over the following provisions of Section 7 GTC.
If the contract is terminated by Beratung GmbH due to a breach of the customer's obligation to cooperate MORGEN Beratung GmbH or if the client terminates the contract without justifiable reasons (so-called free termination), Beratung GmbH shall retain its claim to remuneration MORGEN Beratung GmbH shall retain its claim to remuneration. Beratung MORGEN Beratung GmbH shall, however, be obliged to take into account the expenses saved as a result of the termination or which it acquires or maliciously refrains from acquiring through other use of its labor.
Beratung MORGEN Beratung GmbH is entitled to charge the remuneration due in the case of a flat-rate price agreement and the service rendered in the case of billing according to expenditure for the period up to the termination.
In the case of an agreed settlement with a lump sum price, Beratung MORGEN Beratung GmbH is then entitled to charge a lump sum of 30 percent of the agreed remuneration attributable to the part of the project term not yet completed, unless a money-back guarantee has been agreed.
In the case of agreed invoicing on a time and material basis MORGEN Beratung GmbH is then entitled to charge a flat rate of 30 percent of the agreed remuneration for the part of the project work not yet completed.
The customer shall nevertheless remain entitled to provide evidence that Beratung MORGEN Beratung GmbH must allow higher saved expenses or a higher actual or maliciously omitted acquisition elsewhere to be offset against the part of the project work not yet performed.
Likewise MORGEN Beratung GmbH shall also be entitled to provide evidence that MORGEN Beratung GmbH must allow lower saved expenses to be offset.
8. Copyright provisions, rights of use
The customer does not acquire any MORGEN Beratung GmbH, the customer does not acquire any property rights.
If Beratung MORGEN Beratung GmbH presents drafts, concepts or services to the customer free of charge or subject to remuneration in the context of presentations or pitches, all copyrights, rights of use, ownership or other rights thereto shall remain with Beratung GmbH MORGEN Beratung GmbH. The protection also includes components of the designs or underlying ideas that are not subject to any statutory property rights.
For the rights of use to third-party content that Beratung MORGEN Beratung GmbH purchases in the name of and on behalf of the client, or which are supplied by the client, e.g. stock images, fonts, photos or videos, the rights of use granted by the respective author or licensor to the authorized user shall apply.
The work of MORGEN Beratung GmbH are subject to statutory copyright protection. This also applies if it is agreed with the customer that the work of MORGEN Beratung GmbH are not protected works within the meaning of the UrhG.
Unless expressly agreed otherwise, Beratung GmbH shall be entitled to the copyrights of the work performed under this contract MORGEN Beratung GmbH. Suggestions or other supportive measures by the client do not constitute co-copyright. Creative contributions by the customer shall not lead to any impairment of the contractual rights and claims of Beratung GmbH, unless otherwise agreed MORGEN Beratung GmbH, unless otherwise agreed.
Any modification or processing of the work created by MORGEN Beratung GmbH requires its prior consent.
A transfer of the rights of use granted to the customer in whole or in part to third parties requires the prior consent of Beratung GmbH and the agreement of a separate fee MORGEN Beratung GmbH and the agreement of a separate remuneration.
Beratung MORGEN Beratung GmbH shall only transfer the rights of use agreed under the order to the customer at the time at which the customer has accepted the services agreed under the order and paid the agreed remuneration.
If the customer makes use of a money-back guarantee agreed with him, he is not entitled to use the work results produced by Beratung GmbH MORGEN Beratung GmbH is not entitled to use the work results produced by Beratung GmbH.
Any use not agreed in terms of type or scope is only permitted after a separate agreement and against payment of appropriate remuneration.
Beratung MORGEN Beratung GmbH has the right to provide its work with a clearly visible, appropriate copyright identification and also to refer to its involvement in the creation in a suitable manner, e.g. in the source code of Internet pages and in the imprint. The customer may object to the references to the involvement of MORGEN Beratung GmbH if his legitimate interests are not insignificantly impaired as a result.
Beratung MORGEN Beratung GmbH is entitled to use the customer as a reference without any temporal or geographical restrictions by using the customer's trademarks referring to the company and a representation of the services. The MORGEN Beratung GmbH may also publicly report on the services it has provided for the purpose of self-promotion without any time or geographical restrictions, provided that this does not conflict with any legitimate confidentiality interests of the customer.
9. Acceptance, complaints, warranty
The so-called "launch" of the project takes place after the project work has essentially been completed in accordance with the contract and marks the point in time at which the project work is ready for acceptance. The launch is the time at which the project is publicly accessible or retrievable. The launch is communicated to the customer with a reasonable deadline and a request to declare acceptance of the project work.
Acceptance can also take place through conclusive behavior, in that the customer uses the result of the service provided by MORGEN Beratung GmbH to third parties without notifying Beratung GmbH of significant defects MORGEN Beratung GmbH.
Recognizable defects must be reported by the customer within a period of four weeks from the launch of the project, otherwise the assertion of warranty claims against Beratung GmbH is excluded MORGEN Beratung GmbH is excluded. If such a defect becomes apparent at a later date, notification must be made immediately after discovery; otherwise the service provided by Beratung GmbH shall be deemed to be defective, even with regard to this defect MORGEN Beratung GmbH shall also be deemed approved in view of this defect.
Unless otherwise agreed, the current spelling and grammar rules of the Duden dictionary apply to texts in German.
The customer's warranty rights expire one year after acceptance, provided that MORGEN Beratung GmbH has not fraudulently concealed the defect from the customer.
10. Invoicing, due date, travel expenses, obligation to pay in advance
Beratung MORGEN Beratung GmbH is entitled to invoice the customer electronically.
The client is obliged to pay in advance.
In the case of projects where a lump sum price has been agreed, the remuneration of MORGEN Beratung GmbH over the term agreed when the order is placed shall be payable pro rata temporis per month of the term in equal installments due monthly in advance.
In the case of projects where billing on a time and material basis is agreed, the remuneration of MORGEN Beratung GmbH for the services rendered shall be due at the end of each month over the term agreed when the order is placed.
Invoices from MORGEN Beratung GmbH are to be paid within ten days of receipt of the invoice. Discounts are not granted.
If the customer makes an advance payment (prepayment) in full before the start of the project work of MORGEN Beratung GmbH, the customer shall be granted a discount of 5% on the agreed final price. Otherwise a discount is excluded.
External services provided by MORGEN Beratung GmbH in the name and for the account of the customer shall be invoiced to the customer as a transitory item.
Third-party services provided by MORGEN Beratung GmbH in accordance with the client's order in the name and for the account of MORGEN Beratung GmbH and are to be remunerated separately by the client shall be charged to the client plus VAT at the applicable statutory rate.
Costs incurred for travel by the personnel of MORGEN Beratung GmbH personnel within the scope of a customer order shall be invoiced separately according to actual expenditure. Typical travel costs include Costs for rail travel (flex fare, 1st class), travel by car (EUR 0.50 per km), air travel (economy flex) and hotel accommodation (four stars and above, double room for single occupancy, flexible rate). Any additional costs incurred will be agreed with the customer in advance.
If it has been agreed that the work ordered will be accepted in parts, a partial payment corresponding to the service provided shall also be due upon partial acceptance.
11. Compensation, scope of liability, exclusions of liability
The MORGEN Beratung GmbH, this also applies to the personal liability of its legal representatives or vicarious agents, shall be liable to the customer for damages or compensation for futile expenses in accordance with the following provisions:
In the event of intent or gross negligence, Beratung GmbH shall be liable MORGEN Beratung GmbH shall be liable in accordance with the statutory provisions.
In cases of fraudulent concealment of a defect, the assumption of a guarantee for the quality of an item or a work, in cases of injury to life, limb or health of natural persons and in the case of liability under the Product Liability Act, Beratung GmbH shall be liable in accordance with the statutory provisions MORGEN Beratung GmbH shall be liable in accordance with the statutory provisions.
In other cases of simple negligence, Beratung MORGEN Beratung GmbH shall only be liable for damages arising from the breach of a material contractual obligation - i.e. a contractual obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer regularly relies and may also rely - and limited to compensation for foreseeable damages typical of the contract.
12. Data backup
Customers whose websites or digital projects are not hosted by MORGEN Beratung GmbH are responsible for regular and complete data backups from the time of acceptance of the project work.
13. Offsetting and retention rights
The customer is only entitled to a right of set-off insofar as his counterclaim is undisputed, recognized by Beratung GmbH or legally established MORGEN Beratung GmbH or has been legally established. The customer is only entitled to exercise a right of retention to the extent that the customer's counterclaim is based on the same contractual relationship.
14. Confidentiality obligation
Beratung MORGEN Beratung GmbH undertakes vis-à-vis the customer to maintain confidentiality vis-à-vis third parties regarding all confidential information to which it has access and which comes to the knowledge of MORGEN Beratung GmbH becomes aware of in the course of the project work. Only information that is designated as confidential or whose nature as a business or trade secret is readily recognizable shall be deemed confidential.
15. References
Beratung MORGEN Beratung GmbH is entitled to list the client as a reference for an unlimited period of time and territory. This includes in particular the naming of the company name as well as the presentation of the services provided within the scope of the cooperation in its own sales and marketing documents, on the website, in presentations and in other public means of communication as well as the associated logo/signet.
The MORGEN Beratung GmbH may publicly report on the services provided by it for the purpose of self-promotion without restriction in terms of time and space, provided that this does not violate any legitimate confidentiality or competitive interests of the customer.
If the customer has justified, written confidentiality interests that conflict with naming or publication, Beratung GmbH shall take these into account and refrain from publishing such content MORGEN Beratung GmbH will take these into account and make the corresponding content unrecognizable or not use it.
16. Contract language, applicable law, place of jurisdiction
The contractual language is German.
The law of the Federal Republic of Germany shall apply.
Place of fulfillment for all services owed by MORGEN Beratung GmbH is the registered office of Beratung GmbH MORGEN Beratung GmbH.
For all disputes arising from this contractual relationship, if the customer is a merchant, a legal entity under public law or a special fund under public law, the competent court at the registered office of Beratung GmbH in Bamberg shall have exclusive jurisdiction MORGEN Beratung GmbH in Bamberg shall have exclusive jurisdiction.
17. Amendment of these GTC
Beratung MORGEN Beratung GmbH is entitled to amend the provisions of these GTC for existing contractual relationships insofar as this is necessary to eliminate subsequent equivalence problems or to adapt to changed legal or technical conditions.
Beratung MORGEN Beratung GmbH shall notify the client of the amended provisions and inform him of the corresponding amendments. The amended provisions shall become part of the contract unless the customer objects to the amendments in writing to Beratung GmbH within a period of six weeks after receipt of the notification of amendment MORGEN Beratung GmbH in text form.
18. Severability clause
Should one of the provisions of this contract be invalid, this shall not affect the validity of the remaining provisions.