Terms and Conditions

(2.1) The contract is formed by Wilken’s confirmation of the offer sent to the Customer. Acceptance is by express declaration or by commencement of performance. All Wilken offers until acceptance are non-binding. Upon conclusion, these Terms including the B2B rules in Sections 1.6 to 1.9 are agreed.

(2.2) Both parties retain the right to terminate this contract for good cause without notice. Good cause exists in particular for serious breaches of duty, not for mere dissatisfaction, changed internal priorities, or general economic uncertainty of the Customer.

(2.3) Any termination requires written form to be effective.

(2.4) Sections 2.5 to 2.7 on withdrawal apply only in the hypothetical case that the Customer is a consumer contrary to Section 1.6. As Wilken addresses entrepreneurs only, withdrawal rights generally do not apply.

(2.5) Withdrawal notice (consumers only)

Right of withdrawal

You have the right to withdraw from this contract within fourteen days without giving reasons. The withdrawal period is fourteen days from the day of contract conclusion. To exercise your right, you must inform us (Wilken UG (haftungsbeschränkt), Braugasse 14C, 50859 Köln) by a clear statement (e.g. letter by post or email) of your decision to withdraw.

You may use the attached model withdrawal form, but it is not required. To meet the deadline, sending notice of exercise before the period expires is sufficient.

Effects of withdrawal

If you withdraw, we will reimburse all payments received from you, including delivery costs (except additional costs if you chose a delivery type other than our cheapest standard delivery), without undue delay and at the latest within fourteen days from the day we received notice of withdrawal. We use the same payment method as the original transaction unless otherwise agreed; no fees will be charged for the reimbursement.

Exclusion of the right of withdrawal

The right of withdrawal expires for contracts on delivery of digital content not on a physical medium if the entrepreneur began performance after the consumer expressly agreed that performance would begin before the withdrawal period ended and confirmed knowledge that withdrawal is lost upon commencement.

- End of withdrawal notice -

(2.6) If consumer law were to apply in an individual case, withdrawal details would be provided separately. Withdrawal expires if Wilken began performance with the Customer’s consent before the period ended or the Customer caused this.

(2.7) Entrepreneurs have no statutory right of withdrawal. After effective contract conclusion, the Customer cannot simply „withdraw from the contract“. Claims may be asserted only under the statutory warranty and rescission rules for entrepreneurs (e.g. Sections 634 ff. BGB for contracts for work) and under these Terms. Wilken expressly notes that using services after contract conclusion confirms the binding nature of the contract.

(3.1) For websites created by Wilken, the subject matter is defined by the service listed in Wilken’s offer, as specified by the offer and these Terms. Contractual services are determined, in this order, by the offer and these Terms. Extensions and adjustments require a separate agreement. The offer describes technical implementation, key design aspects, and any accompanying automations or workflow-based data processing. Wilken develops the layout in close coordination with the Customer and considers the Customer’s design requirements.

(3.2) Wilken reviews the Customer’s specifications for completeness, suitability, clarity, feasibility, and consistency. If requirements are inadequate, Wilken will notify the Customer and propose written amendments, including additional costs and schedule changes. The Customer must respond within 10 (ten) days. Wilken prepares a service description based on the agreed specifications.

(3.3) Wilken submits the design for acceptance.

(3.4) Wilken programs the website according to the accepted service description, which becomes part of the contracted deliverables upon acceptance.

(3.5) Until acceptance, the Customer may request scope changes. Within 10 (ten) business days Wilken provides cost and schedule impact. Material deviations from the accepted specification extend the timeline appropriately.

(3.6) Wilken delivers the completed website on an approved medium by the agreed date and installs it operationally on the Customer’s servers so the site is publicly accessible and fully functional.

(3.7) After completion, maintenance is provided under a separate maintenance agreement.

(3.8) Wilken may change, optimise, adapt, or extend its portfolio, service range, and offerings.

(3.9) Wilken supports the Customer within the agreed scope only. No additional free support is provided, including on-site support or support for the Customer’s clients, unless expressly agreed in writing. Wilken endeavours to fix errors promptly within a reasonable timeframe.

(3.10) Wilken may interrupt services for an agreed reasonable period for maintenance and fixes.

(3.11) Availability issues exist only after Wilken receives notice and only where an actual fault exists.

(3.15) Guarantees for specific functions or quality agreements are effective only if confirmed in writing by Wilken.

(3.16) If third-party open-source components used by Wilken become chargeable later, the Customer bears those costs.

(3a.1) For video productions and print or digital magazines („works“), the subject matter is the confirmed offer. Unless otherwise agreed, services include concept and creative development, editorial or film design, filming, editing, post-production (videos), layout, typesetting, and print preparation (magazines), and delivery in agreed formats (e.g. MP4, PDF) or physically if agreed. Specific business outcomes (e.g. sales, reach) are not owed. Services are provided under a contract for work (§§ 631 ff. BGB) per agreed parameters.

(3a.2) The Customer provides a contact authorised to make binding decisions on concept, approvals, and changes.

(3a.3) Wilken may make artistic and technical decisions within the agreed scope (e.g. editing, music, graphics, text style) unless specific requirements were agreed.

(3a.4) Unless otherwise agreed, the Customer receives one preview for a single round of corrections within 5 business days in writing. Further rounds require separate agreement and payment.

(3a.5) Acceptance follows Section 5. Refusal is permitted only for material defects (§ 640 (2) BGB). If not complained of within 10 business days after delivery, the work is deemed accepted.

(3a.6) Delivery is in suitable standard formats (e.g. HD video, print-ready PDF, TIFF) via email, download link, or agreed medium. Later format requests may incur additional fees.

(3a.7) Wilken and partners may use completed works and the Customer’s name and logo as references without time or territory limits unless the Customer objects in writing before contract conclusion.

(3b.1) Wilken offers technical automation services, including automated reading, processing, forwarding, or storing structured data via tools such as Make.com, Zapier, or comparable platforms.

(3b.2) Automation follows parameters in the individual offer (e.g. form structure, frequency, routing). Processing runs at regular intervals, default every 15 minutes unless otherwise agreed.

(3b.3) Maintenance covers general functionality, minor API changes, operational fixes (e.g. timeouts, parsing), and core process stability. Larger changes (new fields, provider changes, migrations) are chargeable add-on services.

(3b.4) Wilken is not responsible for failures caused by external providers, incorrect credentials, misuse by the Customer, or unlawful content. The Customer alone is responsible for lawfulness and completeness of data transmitted (e.g. personal data, photos, documents).

(3b.5) Automation may use third-party providers whose availability Wilken cannot control. Wilken is liable for third-party outages only within statutory limits for its own services.

(3b.6) Wilken UG acts as a technical service provider (§ 631 BGB) processing data on the Customer’s behalf. The Customer remains responsible for lawfulness of personal data in automated workflows (e.g. licence plates, photos, names, location data) and for information duties under data protection law. Wilken does not review GDPR compliance. §§ 241 (2) and 276 BGB remain unaffected.

(3c.1) Under the agreed offer, Wilken also designs, develops, and implements custom digital solutions beyond standard websites or standalone automations. These include bespoke CRM systems, database applications, internal portals, dashboards, APIs, form and workflow systems, and comparable tailored software („custom solutions“).

(3c.2) Scope, features, technical architecture, integrations, roles and permissions, and milestones are defined in the confirmed offer, service description, or specification. Features not expressly agreed are not owed.

(3c.3) Wilken may use suitable technologies, frameworks, cloud services, databases, or third-party platforms where described in the offer or coordinated with the Customer. Third-party licence, usage, and hosting costs are borne by the Customer unless otherwise agreed.

(3c.4) The Customer provides business requirements, process descriptions, data fields, approvals, and test data on time. Delays due to missing cooperation shift deadlines; extra effort is charged separately.

(3c.5) Changes, extensions, migrations, or additional modules after acceptance require separate commissioning. Wilken is not obliged to provide free ongoing development beyond the agreed scope.

(3c.6) Specific business outcomes (e.g. revenue growth, faster processes, error reduction) are not owed unless expressly guaranteed in writing.

(3c.7) Operation, hosting, monitoring, backups, support, and further development after project completion are provided only under a separate maintenance, service, or retainer agreement.

(3c.8) If custom solutions process personal data or special categories of personal data, Section 8c of these Terms and a separately concluded Data Processing Agreement (DPA / AVV) also apply.

(3d.1) Wilken provides marketing and communications services within the agreed scope, especially digital marketing (channel strategy, SEO and content roadmaps, answer-engine optimisation (AEO), newsletters, nurture paths, performance reporting), social media marketing (content calendars, community response guides, campaign bursts, channel-native formats), print marketing (on-brand collateral, trade show and launch materials, direct mail, print-ready sheets), database marketing (list hygiene, segmentation, lifecycle journeys, opt-in-based outreach, reporting), and paid online advertising (search and social campaigns, creative testing, budget pacing, audience tests, attribution within the martech stack).

(3d.2) Strategy, concept, and consulting services (e.g. goal setting, channel mix, messaging, prioritisation) are provided as services. Wilken does not owe specific business outcomes (e.g. revenue, leads, rankings, reach, ROAS) unless expressly guaranteed in writing.

(3d.3) Advertising and marketing content (copy, visuals, claims, audiences, hashtags, ad variants) is created in coordination with the Customer and published or launched after the agreed approval process unless otherwise agreed. The Customer is responsible for lawfulness, truthfulness, competition and labelling duties, required releases, and usage rights.

(3d.4) Media budgets, platform fees, print costs, postage, stock licences, tools, or ad accounts are advanced or paid by Wilken only if expressly agreed in the offer; otherwise the Customer bears these costs directly or reimburses them on invoice.

(3d.5) Wilken may use third-party platforms (e.g. search engines, social networks, email services, print providers, analytics tools). Wilken is liable for their availability, policy changes, account suspensions, or algorithmic behaviour only within the scope of its own duties. The Customer provides required access, approvals, and lawful account permissions.

(3d.6) For database marketing and email communication, the Customer is responsible for lawful consents, opt-ins, objections, imprint duties, list management, and deletion concepts. Wilken does not send unsolicited messages on the Customer’s behalf without a demonstrable legal basis.

(3d.7) Ongoing marketing support, content production, reporting rhythms, and campaign management after project start occur only under an agreed retainer, service, or framework contract. Pauses, platform changes, or scope extensions require separate coordination.

(3d.8) If marketing measures process personal data (e.g. newsletters, CRM, tracking, lead forms), Sections 8b and 8c and a separate DPA (AVV) apply where Wilken acts as processor.

(4.1) The Customer must promptly verify whether services meet contractual requirements and obtain expert advice if needed.

(4.2) The Customer must follow all Wilken specifications, documentation, manuals, and other instructions.

(4.3) The Customer provides website content independently by the date in the offer. Wilken is not obliged to review content suitability, including data and credentials for automations or integrations.

(4.4) Required content includes texts, photos, graphics, videos, logos, and tables in digital form. Wilken provides a list of required data after contract conclusion. For Customer-supplied or approved image, video, audio, and text material, Wilken is not responsible for accuracy, completeness, origin, or usage rights; Section 4b applies additionally.

(4.5) The Customer warrants that information is complete and accurate and notifies Wilken promptly of changes.

(4.6) The Customer must not misuse services or use them for unlawful acts and must indemnify Wilken against third-party claims. The Customer must not violate law, public morals, or third-party rights. Wilken may suspend services immediately for violations, including unauthorised system access, disruption, spam, IP or header forgery, and malware distribution.

(4.7) Violations entitle Wilken to stop all services immediately. Damage claims are reserved. Wilken may involve authorities.

(4a.1) The Customer provides all materials, information, and documents (texts, images, logos, brand releases, filming permits, music licences, editorial content) completely, accurately, and digitally, by default at least 10 business days before production. Late delivery may adjust schedule and price.

(4a.2) The Customer warrants rights to supplied content. Comprehensive liability and indemnification rules for image, video, and media use are set out in Section 4b.

(4a.3) If cooperation is missing, incomplete, or late, Wilken may suspend performance until cooperation is provided. Deadlines shift; extra costs (rebooking, add-ons, waiting time) are borne by the Customer.

(4a.4) If cooperation remains insufficient after one written deadline, Wilken may withdraw and invoice work done and damages (§§ 643, 645 BGB). The Customer has no withdrawal right for non-performance in these cases.

(4a.5) The Customer must ensure legal compliance for personal data provided, processed, or forwarded, especially via forms. Wilken acts only as technical provider without data protection advisory duties. The Customer remains controller under data protection law.

(4b.1) The Customer supplies media to Wilken, selects it, or approves its use, especially photos, videos, film clips, logos, graphics, illustrations, audio and music files, fonts, stock material, screenshots, social media content, and comparable files („Customer media“). By supplying, selecting, or approving, the Customer warrants all rights required for the agreed scope, including copyright and related rights, trademark and design rights, personality rights, consents of depicted persons, music and sound rights, archive and stock licences, and required brand and location releases.

(4b.2) Wilken embeds, edits, cuts, compresses, stores, publishes, or distributes Customer media within the order solely on Customer instruction and for contract performance (e.g. on websites, landing pages, campaigns, videos, social posts, print data, CRM systems, automations, or email marketing). Wilken acts as technical and creative service provider, not as rights holder or licensor of Customer media.

(4b.3) Wilken is not obliged to check, research, document, or legally assess Customer media for lawfulness, licence status, completeness, origin, or suitability unless expressly commissioned to perform a legal review. Editorial or creative use on instruction does not imply knowledge of infringements or assumption of legal responsibility.

(4b.4) The Customer alone is responsible for the lawfulness of providing, editing, publishing, distributing, and ongoing use of Customer media. This applies whether Wilken merely embeds media, assembles it into a work, combines it with text, publishes it on platforms, or technically hosts it.

(4b.5) The Customer indemnifies Wilken, its managing directors, employees, and auxiliaries against all third-party claims arising from or in connection with Customer media, including warnings, injunctive relief, damages, licence fees, expense reimbursement, and legal costs. Indemnification includes reasonable legal defence and necessary enforcement costs. Wilken informs the Customer of substantiated claims where possible and reasonable.

(4b.6) If infringement is alleged, licences are missing, rights holders object, or authorities inquire, Wilken may remove affected media, withdraw publications, pause projects, or suspend services temporarily or permanently until the Customer proves lawfulness or a mutually agreed solution exists. Extra effort and interruption costs may be invoiced separately.

(4b.7) Where Wilken uses stock material, music libraries, fonts, or other third-party licences at the Customer’s request, Wilken selects them within the agreed usage scope after coordination. Licence fees are borne by the Customer unless otherwise agreed. Wilken is not liable for licence overreach arising from Customer instructions, later expanded use, changed purposes, or publication by the Customer or third parties.

(4b.8) The Customer grants Wilken simple usage rights to Customer media for project duration as required for performance. For media and works created by Wilken, Sections 6 and 6a apply; Customer media remain the Customer’s responsibility.

(5.1) After delivery and installation, a two-week test phase begins when installation is complete, allowing the Customer to verify functionality, specification compliance, layout, and defects.

(5.2) The Customer must report defects in writing during the test phase. Wilken investigates and remedies promptly.

(5.3) If defects occur and are reported in writing, the test phase extends until remedy plus a reasonable review period.

(5.4) If no material defects occur or are reported, the Customer confirms acceptance in writing. Wilken is not responsible for servers, lines, or end-user internet access.

(6.1) Wilken grants the Customer exclusive, unlimited rights to use the contracted software, including documentation, sketches, drafts, and source code in all known and unknown forms of use.

(6.2) The Customer names Wilken as website author in the legal notice (Impressum).

(6a.1) Wilken retains all copyright and related rights in deliverables, including videos, audio, layouts, drafts, raw materials, and interim results.

(6a.2) Upon full payment, Wilken grants a simple, non-transferable, limited licence for the agreed scope (§§ 31, 32 UrhG). Other uses (additional platforms, reprints, editing, sub-licensing, TV, cinema, international markets) require written consent and separate fees.

(6a.3) Use outside the agreed scope is prohibited without written consent. Wilken reserves claims under §§ 97 ff. UrhG.

(6a.4) Raw materials, project files, and non-public work parts remain Wilken property unless expressly agreed; release is separately chargeable.

(6a.5) The Customer attributes Wilken as author in industry-standard form (§ 13 UrhG) unless Wilken agrees in writing to omit attribution.

(6a.6) Third-party use or transfer of rights requires Wilken’s prior written consent (§ 34 (3) UrhG).

Wilken is not obliged to archive or back up raw materials, drafts, or production files beyond the project period. Later provision or restoration may be charged at a reasonable fee.

(6c.1) For certain projects, Wilken may receive success-based compensation per separate agreement, especially for digital systems that process and forward user requests (e.g. claim platforms, lead generation, ticketing).

(6c.2) Participation is defined in the offer or addendum based on economic benefit, e.g. average revenue per transaction or case named by the Customer.

(6c.3) Billing is monthly based on documented successful cases. Wilken may evaluate via logs or automated systems and invoice accordingly.

(6c.4) Both parties may adjust terms if economic conditions change (case value, volume, migration).

(6c.5) Participation applies if systems or components continue to be used, adapted, or taken over by third parties after contract end without Wilken’s express release.

(7.1) Unless otherwise agreed, fees are fixed lump sums plus statutory VAT for website/software creation, installation, and other contracted services per the offer.

(7.2) The lump sum includes full transfer of rights to the contracted software.

(7.3) Extra effort is borne by the Customer only when agreed and after prior written coordination with Wilken.

(7.4) The fixed price under 7.1 is due upon full acceptance of the website.

(7.5) The Customer is in default without reminder if payment is not made within 14 days of invoice receipt.

(7.6) Payment is by bank transfer unless otherwise agreed. Wilken may debit the Customer’s stated account if agreed; the Customer ensures sufficient funds and notifies Wilken of account changes. Failed debits must be compensated by the Customer.

(7.7) In default, Wilken may charge a €5 reminder fee and interest at 8 percentage points above the base rate. The Customer may prove lower interest damage.

(7.8) The Customer agrees to electronic invoicing unless postal invoicing is agreed in the offer.

(7.9) Set-off is permitted only with undisputed or final claims. Retention is permitted only for claims from this contract.

(8.1) Wilken warrants that the website is created as contracted and free of defects that eliminate or reduce value or fitness for contracted or ordinary use.

(8.2) Warranty is provided by remedy or delivery of defect-free software or documentation. If remedy fails within a reasonable period, the Customer may assert rights under §§ 634, 635 BGB.

(8.3) Warranty for Wilken-attributable defects is 2 months from full acceptance.

(8.4) Defects must be reported promptly. The Customer supports Wilken, including reasonable data security measures.

(8.5) Complete freedom from malfunctions cannot be guaranteed. Wilken is not fully protected against third-party manipulation and does not guarantee suitability, crash-freedom, or malware-freedom for all applications.

(8b.1) Wilken processes personal data only under applicable data protection law, especially the GDPR.

(8b.2) If third-party systems (e.g. Make.com, Notion, Zapier) are used, those providers process data under their responsibility or as processors under Art. 28 GDPR where applicable.

(8b.3) The Customer remains responsible for legal compliance regarding consents, information duties, and deletion concepts unless Wilken is expressly commissioned to review or provide related content.

(8c.1) Where Wilken processes personal data on the Customer’s behalf and the Customer acts as controller, Wilken may act as processor under Art. 28 GDPR. Processing on Customer instructions requires a separate written Data Processing Agreement (DPA; German: AVV). The DPA is not part of these Terms unless expressly stated as agreed in the offer.

(8c.2) The DPA governs subject matter and duration, nature and purpose, categories of data subjects and personal data, parties’ rights and duties, technical and organisational measures (TOMs), sub-processors, Customer instructions, assistance with data subject rights, breach notification duties, deletion and return of data, and audit and documentation obligations.

(8c.3) This applies especially when sensitive or special category data is processed (e.g. health data, criminal conviction data, extensive contact or contract data, financial or employee data), or when systems such as CRM, ticketing, document, or customer databases are operated on the Customer’s behalf.

(8c.4) Wilken processes personal data in the processing relationship only on documented Customer instructions and within the DPA scope. The Customer ensures a lawful basis, information duties, proportionality, and that only necessary data is transmitted.

(8c.5) Without an effective DPA, Wilken generally provides technical services only to the extent that no Art. 28 GDPR processing is triggered, or delays go-live until the DPA is signed. Processing of sensitive data without an individually agreed DPA is excluded.

(8c.6) Changes to scope, systems, sub-processors, or data types may require DPA updates. Wilken informs the Customer of relevant changes where contractually or legally required.

(8c.7) Wilken does not provide legal advice on data protection, compliance, or DPA content. Responsibility for lawful processing choices, consents, retention periods, and internal organisation remains with the Customer as controller.

(9.1) Wilken and auxiliaries are liable for intent and gross negligence under statutory rules.

(9.2) For slight negligence, liability applies only for breach of essential contractual duties (cardinal obligations), limited to foreseeable, typical contract damage and capped at the order value.

(9.3) Liability for other damage, including consequential, indirect, or lost profit, is excluded, especially for economic effects of content, advertising claims, or placements unless expressly guaranteed in writing.

(9.4) Limits do not apply to injury to life, body, or health or product liability.

(9.5) The Customer must notify Wilken promptly of disruptions; otherwise Wilken is released from related liability.

(9.6) Wilken is not liable for legal consequences of domain registration.

(9.7) Wilken is not liable for third-party claims, official measures, or other legal consequences arising from use, publication, or editing of Customer media under Section 4b unless Wilken intentionally or grossly negligently caused the infringement.

(10.1) Wilken acquires no rights to Customer data stored in use. The Customer is generally responsible for GDPR compliance regarding personal data.

(10.2) After contract end, Wilken may not use the data. Deletion occurs within 30 days unless legal retention applies.

Wilken is not liable for force majeure that materially hinders performance, including natural disasters, military conflict, terrorism, or strikes.

Data transmitted over the internet may be exposed to viruses and third-party interference. Wilken uses suitable, up-to-date anti-virus and anti-sabotage software.

(13.1) The Customer indemnifies Wilken against all third-party claims arising from breaches of these Terms or unlawful or infringing Customer acts where the Customer is responsible.

(13.2) Indemnification covers claims for copyright, related rights, trademark, design, name, personality, data protection, and competition violations, and for unlawful use of image, video, audio, and advertising materials, including Customer media under Section 4b.

(13.3) Indemnification includes reasonable legal defence costs, necessary enforcement costs, procedural and expert fees, and costs to remove unlawful publications where Wilken ordered this at its reasonable discretion.

(13.4) If the Customer becomes aware of a possible infringement or third-party claim, the Customer notifies Wilken promptly and supports defence where reasonable.

(14.1) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(14.2) If the Customer is a consumer, courts at the Customer’s residence have jurisdiction.

(14.3) If the Customer is a merchant, public-law entity, or has no general jurisdiction in Germany, Cologne is agreed as exclusive place of jurisdiction for disputes arising from or relating to this contract.

(14.4) Wilken may transfer the contract and all rights and obligations to a third party.

(15.1) Except termination, Wilken may send declarations electronically.

(15.2) If a provision is invalid, the remainder stays effective. Parties will replace invalid provisions with ones closest to economic purpose and intent, or statutory rules apply.

(15.3) Where Wilken uses third parties for separable parts (e.g. mailing), Wilken’s duty to the Customer matches the third party’s scope to Wilken. Further duties do not arise. Third-party terms visible to the Customer apply where published; Wilken will point them out where possible.

Cologne, June 2026