's General Terms and Conditions (GTC) of XPORT Communication GmbH

Effective: 09/2026 – Revised Version (Rev. 3)


§ 1 Scope of Application


  1. These General Terms and Conditions (hereinafter “GTC”) apply to all contracts between XPORT Communication GmbH, Stechgrundstr. 2a, 01324 Dresden, registered in the Commercial Register of the Dresden Local Court under HRB 20087 (hereinafter “Agency”), and its customers (“Customer”), unless otherwise expressly agreed.
  2. The agency provides services exclusively to businesses as defined in Section 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law. It does not enter into contracts with consumers.
  3. Any conflicting or supplementary terms and conditions of the client shall apply only if the agency has expressly confirmed their validity in writing.

§ 2 Subject Matter of the Contract and Types of Services


  1. In particular, the agency provides the following services:
  2. Concept development, design, and implementation of websites and digital projects,
  3. Programming, Integration, and Technical Services,
  4. Online marketing services (SEO, ads, tracking, analytics, tag management),
  5. Support, hosting, and maintenance services,
  6. Consulting and project management services.
  7. The nature, scope, and objectives of the services are set forth in the respective proposal, project assignment, or contract.
  8. Unless otherwise expressly agreed, the agency is not obligated to deliver specific business results (e.g., rankings, conversion rates, increases in revenue).
  9. Services not expressly listed in the offer are not part of the contract. They may be ordered at a later date; the scope and compensation for such services will be specified in a separate offer and must be confirmed in writing by the customer before they are carried out.

§ § 3 Offer, Conclusion of Contract, and Written Form


  1. Offers made by the agency are subject to change unless they are expressly designated as binding.
  2. A contract is formed by:
  3. Acceptance of an offer by the customer in writing,
  4. Confirmation of the customer's order by the agency in writing or
  5. Commencement of service provision by the agency following a prior offer.
  6. Legally binding statements by the customer (notices of defects, setting of deadlines, notices of termination, etc.) must be made in writing at a minimum.

§ § 4 Customer’s Obligations to Cooperate


  1. The customer shall provide all information, content, and access necessary for the provision of services in a timely manner, in full, and in a usable format.
  2. The customer is responsible for ensuring that the content provided is legally permissible and does not infringe on the rights of third parties (e.g., copyright, trademark, or data protection laws).
  3. If the provision of services is delayed due to insufficient cooperation on the part of the customer, deadlines will be extended accordingly. Any additional expenses will be billed separately.
  4. The customer designates a contact person responsible for the project.
  5. If the project duration confirmed by the Agency in the project plan at the start of the project is exceeded due to circumstances for which the client is responsible, the Agency is entitled to bill separately for the resulting additional expenses for project coordination, communication, quality management, and comparable services at the agreed-upon hourly rate.
  6. To the extent that the Agency’s services are intended to meet accessibility requirements (e.g., in accordance with WCAG, BITV, or comparable standards), this must be agreed upon separately. The Agency may ensure accessibility in the visual design only to the extent that it is compatible with the corporate design specifications provided by the client (in particular, colors, fonts, and design elements). If the client’s corporate design colors do not allow for the contrasts required by the relevant standards and the client does not approve corresponding adjustments, this does not constitute a defect in the Agency’s services.

§ §5 Service Changes (Change Requests)


  1. Requests for changes made after the contract has been concluded will be reviewed by the agency. Changes require the agency’s written consent.
  2. Additional services will be billed separately at the agreed-upon or standard rate.
  3. Unless otherwise agreed, the fee includes a maximum of two (2) rounds of revisions. One round of revisions comprises the incorporation of a list of requested changes compiled by the client through a central point of contact and submitted in a single batch; subsequent individual requests do not count as a round of revisions. Subsequent changes that go beyond the second round of revisions or represent a fundamental departure from the original briefing (change in concept) will be billed as a change request at the agreed-upon hourly rate.
  4. If the client fundamentally rejects an initial design draft, a second draft will be created on a one-time basis based on a new, written briefing (Pivot Option). A flat fee of 50% of the agreed-upon design fee is due for this. Any additional draft based on this briefing constitutes a separate commission to be paid separately.

§ § 6 Compensation and Payment Terms


  1. The compensation is specified in the offer or contract and is net, plus applicable sales tax.
  2. Payment Model for Project Services:
  3. 50% down payment upon placement of the order,
  4. 50% final payment upon acceptance.
  5. Ongoing services (hosting, maintenance, support, licenses, etc.) are billed in advance on a monthly, quarterly, or annual basis, depending on the type of service. The specific billing frequency is specified in the quote or contract.
  6. Invoices are due within 14 days of the invoice date.
  7. In the event of late payment, the agency is entitled to charge statutory late-payment interest and reminder fees.

§ § 7 Deadlines, Acceptance, and Deemed Acceptance


  1. Dates are binding only if they have been expressly confirmed by the agency.
  2. The agency may provide partial services.
  3. Upon completion, the agency asks the client to approve the work.
  4. The customer must review the services within five (5) business days of their delivery and provide feedback. If the customer refuses to accept the services, the customer must provide the reasons for such refusal in writing within this period. If no written objection is received within this period, the services shall be deemed accepted, provided that the customer has been informed of this consequence.
  5. Minor defects do not justify a refusal to accept the goods.
  6. Definition of Design Services: Design drafts are created based on the briefing approved by the client, the scope of work, or an agreed-upon mood board. The design is considered to have been delivered in accordance with the contract if it meets the technical requirements and conforms to the agreed-upon concept. A subjective rejection of the design (based on personal preference) that does not violate the briefing does not constitute a defect and does not entitle the client to a free redesign.
  7. Partial Acceptance of Design: Upon completion of the design phase, the customer shall provide written partial acceptance. With this approval, the design shall be considered a binding template for the subsequent technical implementation. Any subsequent design changes made after partial acceptance has been granted constitute a service extension subject to a fee (Change Request) in accordance with § 5 and shall be billed at the agreed-upon hourly rate.
  8. Early Termination of the Design Phase (Kill Fee): If, after the second round of revisions, one party fundamentally rejects the design and, as a result, the project is not carried out further, both parties are entitled to terminate the contract with respect to the outstanding services. In this case, the design work performed up to the point of withdrawal shall be compensated at 90% of the agreed fee for the design phase, provided that higher percentages of the work have not already been invoiced.

§ 8 Rights of Use


  1. Upon full payment, the customer shall receive a simple, non-transferable right of use, unlimited in time and geographical scope, to the work products created for the customer, to the extent necessary for the contractual purpose.
  2. Any further use (e.g., transfer to third parties, use in other projects) requires a separate agreement.
  3. The agency retains the rights to use general tools, scripts, templates, and methods; the client receives only the rights necessary for the intended purpose.
  4. Community Development (hellohotel): If, as part of a hellohotel project, the customer commissions the development of a custom extension (feature), this development shall—upon completion—become part of the hellohotel product, unless otherwise expressly agreed in writing. The agency is entitled to make this functionality available to other hellohotel clients without separate compensation. This does not imply an exclusive right of use or a restriction on third-party use, unless expressly agreed in writing. The client’s statutory rights to its own content, trademarks, and data remain unaffected.

§ § 9 External Services and Subcontractors


  1. The agency may use subcontractors and independent contractors.
  2. Contracts with third-party providers (hosting, SaaS, stock material, etc.)—provided they are entered into on behalf of the customer—take effect directly between the customer and the third-party provider.
  3. The agency is not liable for services provided by third parties beyond what is required by due diligence.
  4. Integration of Third-Party Services: The integration of third-party services (e.g., booking, reservation, or review systems) requires that the customer establish the necessary contractual relationships with the respective provider on their own and provide complete and functional access data, interface descriptions, and integration scripts in a timely manner. The customer is responsible for the third-party provider’s costs. The agency is solely responsible for the technical integration within the scope of the capabilities and limitations specified by the third-party provider. No guarantee is provided regarding the continued availability, functionality, or future changes on the part of the third-party provider; any additional work resulting therefrom will be billed separately on a time-and-materials basis.

§ 10 Media Budget and Airtime


  1. The monthly media budget agreed upon by the parties is a guideline. The actual display of ads and the allocation of the budget are determined by the algorithms of the respective advertising platforms (e.g., Google Ads, Meta Ads, Microsoft Ads) and are subject to their auction and billing logic.
  2. The Contractor has only limited control over daily ad delivery. Deviations may arise, in particular, from platform-side daily budget overruns during periods of high demand, delays in the recording of clicks and conversions, short-term changes in the competitive environment, and delays in the implementation of budget adjustments.
  3. Exceeding the agreed-upon monthly media budget by up to 30% is considered in accordance with the contract, and the client will be billed for the actual amount. The contractor continuously monitors budget utilization and takes steps to mitigate any foreseeable overspending to the extent technically feasible.

§ § 11 Warranty


  1. The statutory warranty rights apply, with the following additions:
  2. Obvious defects must be reported in writing within five (5) business days. Hidden defects must be reported immediately upon discovery.
  3. In the event of defects, the agency is initially entitled to remedy the situation (by correcting the defect or providing a replacement).
  4. If the attempt to remedy the defect fails twice, the customer may reduce the purchase price or rescind the contract.
  5. Limitation of Liability Following Transfer of Content Management: As of the time the website is handed over to the client for independent content management, the client assumes responsibility for the accuracy, completeness, and timeliness of the content. From this point on, the agency is not liable for ensuring that content entered, modified, or supplemented by the client (in particular, text, images, alt attributes, metadata, internal and external links, downloads, PDFs, and other media) is legally, technically, or substantively correct or complies with accessibility and search engine optimization requirements. Subsequent changes made by the client or third parties commissioned by the client that impair content previously implemented by the agency to be accessible or search engine optimized do not constitute a defect in the agency’s services. Any necessary rework may be commissioned separately on a time-and-materials basis.

§ § 12 Liability


  1. The agency bears unlimited liability for intentional and grossly negligent breaches of duty, as well as for damages resulting from injury to life, body, or health.
  2. In the case of a breach of essential contractual obligations (cardinal obligations) due to simple negligence, liability is limited to foreseeable damages typical for this type of contract.
  3. In cases of simple negligence, liability is limited to twice the total net compensation under the respective contract, up to a maximum of 50,000 EUR per claim.
  4. Liability for lost profits, indirect damages, and consequential damages is excluded in cases of ordinary negligence.
  5. The limitations of liability also apply in favor of employees and agents.

§ 13 Term and Termination of Continuing Contracts


  1. For ongoing services (hosting, maintenance, support, SaaS, customer service), the following applies—unless otherwise specified below:
  2. Minimum contract term: 12 months,
  3. automatic renewal for 12 months at a time,
  4. Notice period: 3 months prior to the end of the term.
  5. The right to terminate the contract for cause remains unaffected.
  6. If the agency terminates the contract for cause, it retains the right to compensation through the date of termination; the agency reserves the right to assert further claims.
  7. Special Provisions for hellohotel Subscriptions: Notwithstanding paragraph 1, the following terms and conditions apply to hellohotel subscriptions:
  8. (a) Start Date: The subscription begins on the date the website actually goes live, but no later than three (3) months after the order is placed. Delays caused by the agency are not taken into account when calculating the start date.
  9. (b) Minimum contract term: 12 months from the start of the term (which generally corresponds to 15 months from the date the contract is awarded).
  10. (c) Automatic Renewal: Unless terminated, the contract is renewed for 12 months at a time.
  11. (d) Special Right of Termination: In the event of material changes to services or price adjustments by the agency, the customer is entitled to a special right of termination.

§ 14 Data Protection and Legal Liability


  1. The parties shall comply with applicable data protection laws, in particular the GDPR and the BDSG.
  2. For data processing on behalf of a client, an agreement pursuant to Article 28 of the GDPR will be entered into prior to the commencement of services.
  3. The customer is responsible for ensuring the lawfulness of the processing of personal data in its systems and content.
  4. The agency implements tracking and analytics tools solely from a technical standpoint; legal compliance (consent, cookie banners, privacy notices) is the client’s responsibility.
  5. The customer is responsible for ensuring that all published content (in particular, the legal notice, privacy policy, terms and conditions, and accessibility statement) is legally compliant and up to date, as well as for complying with all applicable legal requirements.
  6. The client shall indemnify the agency against any claims by third parties arising from unlawful content provided by the client.

§ 15 References


  1. The agency may list the client as a reference and use the work results for presentation purposes (website, social media, pitch materials).
  2. The customer may object to this use in writing for good cause.

§ § 16 Final Provisions


  1. German law applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
  2. The place of jurisdiction is—to the extent permitted by law—Dresden.
  3. Any amendments or additions to these Terms and Conditions must be made in writing.
  4. If any provision of these Terms and Conditions is invalid, the validity of the remaining provisions shall remain unaffected.


As of: 09/2026 | XPORT Communication GmbH | Stechgrundstr. 2a, 01324 Dresden | HRB 20087