General terms of the contract
Updated on: 10.12.2019
A. Conclusion of contract
For contracts with Aadvanto Digital GmbH, Steinstr. 2, 40212 Düsseldorf (hereinafter also referred to as ” AADVANTO ” or ” We ” or ” Service Providers “) and their subsidiaries are exclusively subject to these terms and conditions. Deviating regulations in the general terms and conditions of the customer/client are therefore expressly contradicted.
B. Scope of Services and Warranty
(1) Aadvanto offers online marketing services. This includes the creation, adaptation, and maintenance of websites, online marketing services in the field of search engine optimization and search engine marketing, local listing & listing engagement, Google MyBusiness, Facebook fan page, Google ads, Facebook ads, Instagram ads, and social media campaigns.
The scope of the services to be provided by AADVANTO is binding only from the order confirmation and/or individual agreements made in writing. AADVANTO is entitled to provide the services itself or through the involvement of third parties, or to use existing third-party services. In case of doubt, the respective conditions of publication on the AADVANTO website under “ https://aadvanto.de ” apply.
(2) AADVANTO does not guarantee that the commissioned services will achieve the advertising and/or communicative successes pursued by the customer (e.g. increasing awareness, reach, “clicks”, “likes”, ratings, calls, etc.), economic or other goals (e.g Increase in sales, turnover, conversion rate). This does not apply if AADVANTO has promised in writing that a certain success or goal will be achieved. AADVANTO is not obliged to check whether the agreed contractual service is suitable for achieving the successes or goals pursued. AADVANTO is not liable for the actual and complete publication, findability and a specific placement or order of the customer’s homepage and/or advertising content in search engine results, hit lists, on websites and other advertising media, for the technically flawless delivery of the advertising on the websites and advertising spaces by the respective operator of the advertising medium, service provider or their vicarious agents. It is expressly pointed out that the scope of services may change due to changes by the third-party providers included. In the case of relevant, disadvantageous and proven changes, the customer/client is entitled to a price reduction – after informing AADVANTO accordingly – if and to the extent that compensation cannot be achieved in any other way. that the scope of services – due to changes of the third-party providers included – can change. In the case of relevant, disadvantageous and proven changes, the customer/client is entitled to a price reduction – after informing AADVANTO accordingly – if and to the extent that compensation cannot be achieved in any other way. that the scope of services – due to changes of the third-party providers included – can change. In the case of relevant, disadvantageous and proven changes, the customer/client is entitled to a price reduction – after informing AADVANTO accordingly – if and to the extent that compensation cannot be achieved in any other way.
1.1 These terms and conditions can also be viewed at any time on the AADVANTO website at ” https://www.aadvanto.de “. Unless otherwise expressly agreed in writing, they are the basis of all offers, contracts, deliveries and services that are concluded between AADVANTO and its customers (hereinafter also referred to as clients) with regard to the contractual service.
1.2 If the customer so desires, all documents will be sent to him before the contract is concluded
1.3 At the latest when the offer is accepted, the contract is countersigned, the service is ordered by telephone, the service begins to be provided, the service is received and/or the service is accepted, these conditions are deemed to have been accepted, unless another agreement has been made.
1.4 Our terms and conditions for offers, deliveries and services apply exclusively. The service provider does not recognize any terms and conditions of the client that conflict with or deviate from our terms and conditions, unless the service provider has expressly agreed to their validity in writing.
1.6.1 These terms and conditions only apply to (commercial) entrepreneurs within the meaning of § 14 BGB, to whom the offer is exclusively directed.
1.6.2 With the conclusion of the contract, the client also declares his commercial activity in the aforementioned sense.
1.7 Right of Withdrawal
In principle, the customer has no right of withdrawal (§ 312 g BGB and Art. 246 a EGBGB) due to his entrepreneurial status, unless something to the contrary is regulated in the order confirmation.
1.8 These terms and conditions also apply to all future transactions with the client. These general terms and conditions also apply to follow-up transactions with registered traders and legal entities under public law if they are not expressly and again included in the conclusion of the contract in every case.
1.9 If the contractor is planning to change these General Terms and Conditions, the customer will be informed in writing by post or e-mail of the desired changes. The changes are considered approved if the customer does not object within 2 weeks by mail or fax. If the customer objects to the change requests, the change requests of the contractor shall be deemed rejected. The contractual relationship will then be continued without the change to the original conditions. The right of both contracting parties to terminate the contract remains unaffected.
2. Offers, performance and scope; Changes to the terms of the contract
2.1 All offers from AADVANTO (brochures, advertising materials, offers made by telephone, etc.) are subject to change and non-binding. Only the written order confirmation or the cases listed under 2.2 form the basis of the contract. AADVANTO expressly informs that it (also) uses third parties to provide the service on the basis of corresponding separate contractual relationships.
2.2 A contract with the client only comes into being through a written order confirmation by AADVANTO or through the sending of the invoice or through the use of the service or through any other start of the performance of the service.
2.3 If the customer desires additional services, a new contract must be concluded or the existing one expanded; the latter always requires the written form, expressly also in electronic form.
2.4.1 For the cases listed in 2.2, a service contract is concluded between AADVANTO and the client in accordance with § 611 BGB.
2.4.2 The subject of the order is merely the performance of the agreed service, but not a specific success.
2.5 AADVANTO does not have to accept subsequent changes or extensions of the original order. This is only done on the basis of an additional written agreement to be confirmed.
2.6 Insofar as AADVANTO also provides free services or benefits, these can be discontinued at any time. A reduction, reimbursement or damage compensation claim does not result from this.
2.7 AADVANTO is entitled to use vicarious agents that have been carefully selected and monitored as far as possible in the fulfillment of contractual obligations in whole or in part. If this happens, these vicarious agents do not become contractual partners of the client, unless something else has been expressly agreed. It is possible that the integrated/commissioned service providers vary or even limit the range of services. In this case, the parties to this contract will agree on an adjustment and, if necessary, reduce the agreed remuneration (see also B.2 above.
2.7.1 AADVANTO is entitled to change the contractual terms for digital products after the conclusion of the contract, insofar as this does not significantly affect essential provisions of the contractual relationship and this is necessary to adapt to (technical) developments that were not foreseeable at the time the contract was concluded and the non-consideration of which would not affect the balance of the contractual relationship would insignificantly affect. Significant regulations are in particular those relating to the type and scope of the contractually agreed services, the term and termination. Furthermore, adjustments or additions can be made insofar as this is necessary to eliminate loopholes that arose after the conclusion of the contract. This can be the case in particular if the case law changes and one or more clauses of the contractual conditions are affected. Technical changes by the third-party providers/vicarious agents involved or restrictions or adjustments to the range of services are also possible.
2.7.2 Changes to these contractual terms for digital products will be communicated to the customer in text form in good time before the planned time of their coming into effect. The customer has the right to object to the notified changes. If the customer does not object to the changes in text form within four weeks after receipt of the change notification, the changes will take effect at the planned time and become part of the contract. The customer will be specifically informed of this consequence in the change notification. If the customer objects in good time, the previous conditions remain valid.
2.8 Google Adwords & other advertisements:
The client commissions AADVANTO with the placement and optimization of advertisements on “Google” and/or optionally other advertising platforms. In this respect, the order confirmation/agreements sent, alternatively the information on the website at the time the contract was concluded, are decisive.
2.8.2 The advertisements on “Google” are placed on Google’s search results pages for the search terms (keywords) specified by the client.
2.8.3 The client does not incur any additional costs for ads (impressions) and clicks on the ads, unless otherwise agreed.
2.8.4 If no separate environment and reach are defined, the advertisements will be placed by AADVANTO at the client’s headquarters within the radius specified in the order/confirmation form.
2.8.5 The geographic position of the Google user recognized by “Google” is decisive for determining the location. If the location specified by the client cannot be set in “Google Adwords”, the next largest location in the area will be set by AADVANTO.
2.8.6 AADVANTO has no way of influencing the ad frequency, position and selection through “Google Adwords” – apart from the options provided by “Google Adwords”.
The client agrees to making changes to the content and structure of the advertised pages as suggested by AADVANTO, provided these can result in an improvement in the quality assessment of the advertising platforms. The customer must bear any costs incurred for this himself.
2.8.8 Unless otherwise stated, the advertising measures on the German portals of the advertising platforms (e.g. .de domains) for desktop PCs will be in German.
2.9 AADVANTO will provide the marketing measures described in the order confirmation as a service for the client. The type and scope of the measures are generally non-binding. The quantitative targets mentioned in the order confirmation are not binding for AADVANTO, but only describe the maximum scope of the marketing measures. The success of the measures cannot be guaranteed.
2.10 AADVANTO expressly declares that it has no influence on the search frequency of the search terms specified by the client.
2.11 AADVANTO is entitled to change the ad content and search terms at any time as part of its optimization services. This also includes the specification, adaptation and modification of the desired search terms, provided that the advertising goals of the client are not fundamentally modified as a result.
2.12 The advertising budget is part of the order fee and is finally determined individually by AADVANTO. AADVANTO reserves the right to make adjustments to the use of the budget.
2.13 The client can request a monthly free evaluation of the ongoing campaigns from the service provider.
2.15 AADVANTO is not responsible for technical changes and limitations of the Adwords service or other booked advertising platforms. The service provider will inform the customer as soon as it becomes aware of any relevant third-party changes that it becomes aware of.
2.16 AADVANTO grants the client free support for the entire contract period. The client only pays the telephone costs incurred for the service numbers (value-added services). The service numbers set up in each case are earmarked. However, service requests can only be accepted under the telephone numbers communicated for the respective purpose and the service times specified on the AADVANTO homepage.
The client is solely responsible for the content (text, images, data, prices) posted. The client has the option of commissioning AADVANTO to enter further advertisements.
2.18.1 If AADVANTO grants the client discounts and guarantees in writing, this does not apply if the client terminates the contract within the first contract period.
2.18.2 Contracts with a special right of termination are generally excluded from guarantees.
2.18.3 The guarantee is designed in such a way that the client is entitled to use the software or service free of charge in the sense of no longer having to pay the monthly usage fee for a further twelve months or is entitled to a refund of the set-up fee in twelve monthly instalments.
2.18.4 The decision in which form the service is returned is made solely by AADVANTO.
2.18.5 The client is only entitled to granted discounts or special guarantees (e.g. a special performance or money-back guarantee ) if he has behaved in accordance with the contract throughout the entire contract period.
2.19 Partner networks (also industry portals/industry portal entries): If the service provider offers the customer to register in partner networks, the conditions of 2.19.1 et seq. apply.
2.19.1 The client is obliged to provide truthful and complete information about the data provided during registration. In the event of a change in the data collected, the company must inform the service provider of these changes immediately using the forms provided, or by e-mail if they are not available.
2.19.2 The service includes the creation and optimization of company entries, profiles and information in online directories, yellow pages, map providers, rating sites, social networks, etc. (hereinafter referred to as partner networks)
2.19.3 Which partner networks are maintained by the service provider depends, among other things, on their respective, including technical, availability, as well as on the industry and information provided by the client. If entry in one or more of the partner networks is impossible for the respective partner network, the service provider’s service for this specific partner network is deemed to have been completed. The client has no right to be entered in a specific (industry) directory service, unless otherwise agreed in the order confirmation.
2.19.4 The service provider does not update or maintain any profiles on the partner networks that already exist or have not been set up by him.
2.19.5 The respective fees for the entry and update services can be found on the homepage or in the offers. In any case, the agreements made individually with the customer, in particular those that can be seen in the order confirmation, have priority.
2.19.6 The client agrees that his data may be transmitted to third parties (the partner networks or entry service providers) for the purpose of entry, provided this does not contradict mandatory legal requirements or the client objects.
2.19.7 The client declares that all texts, images and information transmitted by him are correct and that he has the necessary rights of use and does not infringe any personal rights.
2.19.7 The client declares that the content provided always corresponds to current case law and the applicable competition laws. In particular, a valid imprint and the other required information must be included.
2.19.8 The client undertakes to check the accuracy of the data provided at least once a quarter.
2.19.9 AADVANTO reserves the right to reject inappropriate content and to remove it at any time. This applies in particular to racist, violent or pornographic content.
2.19.10 For all transmitted content, the client grants AADVANTO the simple, spatially unrestricted rights of use for the duration of the contractual relationship or the usage relationship plus a further 48 months, insofar as this is necessary or expedient for the performance of the service. This also includes the duplication, editing and publication of the content.
2.19.11 In the event that AADVANTO is sued by third parties because the client has culpably violated his obligations to grant the right of use, the client shall indemnify AADVANTO from any liability, costs and procedural costs in full and in full.
2.9.1 The client authorizes AADVANTO to create and maintain entries in electronic business and company directories and other portals on his behalf. The business data to be published as part of the entries, their format and placement are bindingly defined by the respective operator of the online directory. The customer acknowledges that AADVANTO has no influence on this.
2.9.2 AADVANTO guarantees that the company data communicated by the customer will be transmitted in full to all agreed portal operators. However, AADVANTO assumes no liability for the portal operators taking over the data immediately, completely and correctly and publishing them in their directories.
2.9.3 AADVANTO is entitled to edit the content of the customer’s entries in order to adapt the entry to the content and technical requirements of the respective portal operator.
2.9.4 The number and selection of the electronic branch and company directories in which we enter and maintain entries for the customer depends on the product booked in each case. You can find an overview of the electronic industry and company directories we currently maintain at https://aadvanto.de/regionales-online-marketing/
2.9.5 There is no entitlement to the publication of an entry in a specific electronic directory, in particular small, local, subject-specific portals with little external impact. The composition of the directories within a product can change at any time without affecting the effectiveness of the contract as a whole. The replacement of a directory is at our reasonable discretion. In doing so, AADVANTO takes into account in particular content, technical, financial or commercial reasons such as the distribution, topicality, target group, costs and relevance of the respective directory.
2.9.6 If the contract is terminated, the information on all portals of the package will be removed again and the customer’s profile on each directory will be reset to the state it was in before processing by AADVANTO. There is no entitlement to the continued existence of the data/information.
3.0 Social Media Marketing
3.1. AADVANTO creates advertisements (video, image and text) for social media campaigns (e.g. Facebook ads, YouTube, Instagram) at its reasonable discretion, taking into account the business interests of the customer. An agreement or approval by the customer is not required; something else only applies if AADVANTO has agreed binding specifications in writing with the customer. The customer will be informed of the content of the advertisement when it is activated.
3.2 AADVANTO is entitled to determine the details of the respective advertising measure (campaign), in particular the target group definitions (including age, gender, place of residence, interests) at its reasonable discretion and to change them if necessary without informing the customer separately about this; anything else only applies if we agree binding specifications in writing with the customer. We will use our best endeavors to take into account any target group definitions communicated by the customer in the campaign.
3.3 The customer receives an evaluation of the campaign as a summary at the end of the campaign. If desired, the customer can receive an evaluation of the campaign by e-mail up to once a month.
3.4 If the customer changes the ad text, images or other settings of the campaign, we assume no liability for the success of the campaign and the effects on the advertising budget. The customer will inform us immediately about the changes he has made.
3.5 The customer determines a specific monthly advertising budget for the placement of advertisements for the duration of the contract period or predefined time intervals. The advertising budget consists of a) the costs for the advertisements on social media platforms such as Facebook and b) the remuneration of AADVANTO for creating the advertisements and managing the campaign. The amount of the remuneration depends on the volume of the advertising budget. In case of doubt, further details are specified in the order documents.
3.6 The advertising costs for the publication of the advertisement are determined by the respective social media platforms in a price determination process over which AADVANTO has no influence. The advertising costs depend on the success and are only incurred if an Internet user clicks on a published advertisement of the customer or others
performs success-based actions. The agency fee is independent of success and is due in full every month.
3.7 The first billing month begins on the day the contract is concluded or on the agreed date. The billing month ends on the day of the following month that precedes the day on which the period began in terms of number. If this day is missing in a calendar month, the billing month ends on the last day of the following month.
4. Contract Term (Term) and Termination
4.1 The contract period (section 6 “Start of the monthly contract period”) depends on the respective package and is based on the contract concluded with the customer. The terms vary between 12, 24, 36 and 48 months.
4.2 If the client does not cancel within three months before the end of the contract period or before the end of the extension period, the contract is automatically and tacitly extended by the specified first contract period.
4.3 This does not apply if the subject matter of the contract is a product for which the automatic termination of the contract has been expressly agreed.
4.4 Terminations must be in writing. The timeliness of the termination depends on the access at AADVANTO.
4.5 The service provider is also entitled to unilaterally terminate the contract for good cause without notice.
4.5.1 Exceeding the monthly costs of the service provider for advertising services by more than 50% of the monthly payment by the client is also considered an important reason.
4.5.2 Important reasons also include unilateral contract refusals and service-restricting contract changes by the respective advertising platforms.
4.5.3 For the service provider there is a reason for extraordinary termination in particular if:
184.108.40.206 the credit report is negative
220.127.116.11 the customer stops making payments, is unable to pay or defaults on payment
18.104.22.168 the opening of insolvency proceedings against the assets of the customer has taken place or has been rejected for lack of assets
22.214.171.124 the customer otherwise seriously violates his contractual obligations.
4.6 If AADVANTO terminates the contract immediately for an important reason, the client, if he has provided advance payment services, will receive a pro rata reimbursement depending on the service already rendered by AADVANTO and the client’s advance payment services.
4.7 The service provider reserves the right to agree a longer period of notice in connection with products for which no contract period has been agreed.
4.8 The right to extraordinary termination in accordance with the contractual and statutory provisions remains unaffected. If the customer is responsible for the reason for the extraordinary termination, the service provider is entitled to liquidated damages in the amount of 3/4 of the monthly basic fee that would have had to be paid by the customer from the time the extraordinary termination took effect until the next ordinary termination date . Any saved expenses are to be offset. The customer is at liberty to prove that the service provider actually suffered less damage or no damage at all. Other claims of the parties remain unaffected.
5. Rights of use and copyrights, participation rights
5.1 Orders placed with AADVANTO for programming and software development are generally copyright contracts that are aimed at granting rights of use for work services.
5.2 All source codes as well as created software are subject to copyright law, also as partial services of an overall project. The provisions of the Copyright Act also apply if the level of originality required under § 2UrhG has not been reached.
5.3 The works, including the author’s designation, may not be changed in the original or in the reproduction without the consent of AADVANTO. Any imitation is not permitted.
5.4 Repetition (e.g. subsequent edition) or multiple uses (e.g. for another product) are subject to a fee: they require consent, unless otherwise stated in the order confirmation. The transfer of granted rights of use to third parties requires the written consent of AADVANTO.
5.5 AADVANTO has a right to information about the scope of use.
5.6 The customer has no right to be provided with raw data or source codes.
5.7 Insofar as programs or parts of programs are part of the scope of delivery, the customer is granted a simple right of use, ie he may neither copy them nor allow others to use them. A multiple right of use requires a special written agreement.
5.8 In the event of a violation of these rights of use, the client is fully liable for the damage incurred.
5.9 The service provider retains all copyrights to the software program and other documentation material as well as all graphic design elements.
5.10 Suggestions and instructions from the customer for technical, design or other reasons and his other cooperation have no influence on the fee; they also do not constitute a co-copyright.
5.11.1 The client assures the service provider by providing content (text, images, data, brands and trademarks) that he owns all rights for the purpose of placing advertisements on websites, advertising platforms and in business directories.
5.11.2 The client indemnifies the contractual partner in full and without limitation from any competition, copyright, name, trademark and other third-party claims in connection with content supplied by him for the contractually booked advertisements.
5.11.3 The client assumes all reasonable costs and damages incurred by the service provider in this context, in particular legal defense and court costs. Furthermore, in the event of claims by third parties, the customer is obliged to provide the service provider with all information that is necessary for the examination of the claims and a defense immediately, truthfully and completely upon first request. The same applies in favor of legal representatives or vicarious agents.
5.11.4 The client grants the service provider a non-exclusive, transferable, sublicensable, royalty-free, worldwide license to use the provided content for the duration of the contractual relationship or the usage relationship plus 48 months. This also includes the duplication, editing and publication of the content.
5.12 In order to enable the agreed services to be carried out properly, the customer will fulfill the following obligations to cooperate:
5.12.1 Provision of all services that are noted accordingly in the parts of the contract.
5.12.2 Provision of all content, data, samples, templates, logos, advertisements, motifs and banners, images, texts, films, sounds, claims, headlines, product and company-related and other information required for the execution of the contract (hereinafter “Materials “) free of charge, in a suitable form and quality (e.g. resolution) according to the execution deadlines.
5.12.3 Obtaining declarations of consent from his employees, customers and other persons who are recorded or filmed during the production of image and sound recordings by AADVANTO or our subcontractors in order to enable the use, publication and distribution of these image and sound recordings; if we provide the customer with forms for this purpose, we assume no liability for this.
5.12.4 Installation and commissioning of the updates, programs, scripts, plugins, etc. provided by us as well as the maintenance of an appropriate and proper hardware and software infrastructure. The customer is obliged not to misuse the services we provide.
6. Prices and terms of payment
6.1 The set-up price is due for payment without deduction immediately after invoicing within 10 days. Otherwise, the provisions of the order confirmation apply.
6.2.1 The prices charged for the use of the service explained are partly made up of a one-off set-up fee and a monthly usage fee.
6.2.2 Depending on the package selected, the monthly usage fee or the setup fee may be waived. The respective order confirmation regulates the details.
6.2.3 The usage fee is due after invoicing, at the latest when the service is provided.
6.3 The payment of the invoice is generally made by transfer to an AADVANTO business account or by direct debit. Other payment methods PayPal, Sofortüberweisung, credit card etc. are optionally available.
6.4 If the client is in default of payment, the service provider is entitled to charge default interest of eight percentage points above the respective base interest rate. If the service provider is able to prove a higher damage caused by the delay, the service provider is entitled to assert this.
6.5 The customer is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by the service provider.
6.6 The customer is entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
6.7 If work is delivered in parts or if the order extends over a longer period of time, down payment can be agreed.
6.8 Changes made by the customer and deviating from the original order and offer will be charged additionally.
6.9 The prices published, offered or calculated by the service provider are net, plus the currently applicable statutory value added tax – unless otherwise stated. Discount will not be granted and will be debited in any case.
6.10.1 If the client culpably defaults in payment of a partial amount from the contract, the entire amount still outstanding at the end of the contract becomes due for immediate payment.
6.10.2 In this case, the service provider has the right to terminate the contract without notice at the end of the contract period.
6.11 An additional fee of EUR 10.00 will be charged for reminders. Any costs incurred (return debit fees or similar) will be charged to the customer.
7. Conclusion of contract / definition :
Beginning of the monthly contract period
7.1 If (as an exception) a contractual right of withdrawal is granted in the order confirmation, the contract is deemed to have been concluded (conclusion of contract) after the withdrawal period has expired. The cancellation period begins when the order confirmation is sent. General legal cancellation rights apply.
7.2 The start of the monthly contract period is the date of the order confirmation, unless otherwise stated in the order confirmation.
7.3 A postponement of the service period and/or the start date has no effect on the start of the contract.
8. Terms of Delivery
8.1 Completion or delivery dates stated in correspondence, offers and contracts are non-binding unless the liability has been expressly agreed in writing in individual cases.
8.2 AADVANTO is not liable for delays that are unavoidable with careful management, in particular not for unforeseeable delays due to force majeure, technical faults such as equipment failure through no fault of our own or industrial disputes.
8.3 Otherwise, claims by the client are limited to a reduction in the agreed price that is commensurate with the delay or to withdrawal from the contract if the agreed service would not be of any value to the client due to special circumstances due to the delay, unless the delay is due to intent or gross negligence.
8.4 The general limitations of liability remain unaffected by this.
8.5 AADVANTO is entitled to partial performance in any case.
8.6 The start of the delivery time specified by AADVANTO presupposes that all technical questions have been clarified. Compliance with the delivery obligation also presupposes the timely and proper fulfillment of the customer’s obligation. The exception of the unfulfilled contract remains reserved. If the customer is in default of acceptance or violates other obligations to cooperate, AADVANTO is entitled to demand compensation for the damage incurred, including any additional expenses. Further claims remain reserved.
8.7 AADVANTO is liable in accordance with the statutory provisions if, as a result of a delay in delivery for which AADVANTO is responsible, the customer is entitled to assert that his interest in further fulfillment of the contract has ceased to exist. AADVANTO is also liable according to the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible.
8.8 If the delay in delivery is not due to an intentional breach of contract for which AADVANTO is responsible, liability for damages on the part of AADVANTO is limited to the foreseeable, typically occurring damage.
8.9 AADVANTO is also liable according to the statutory provisions insofar as the delay in delivery for which AADVANTO is responsible is based on the culpable breach of a material contractual obligation; in this case, however, the liability for damages is limited to the foreseeable, typically occurring damage.
8.10 If the shipment, or the provision or the service, is delayed at the customer’s request, the risk passes to the customer upon notification of readiness for shipment or readiness for provision.
8.11 The client also undertakes to enter all information required for the product, in particular texts and images that are necessary for the provision of the product, into the system provided by AADVANTO within 14 days of the conclusion of the contract (see Section 6).
8.12 If the client has not provided AADVANTO with all the necessary information within the specified deadlines, AADVANTO is entitled to provide its service with the data of the client known to it.
8.13 Subsequent changes will be charged additionally.
9.1 The customer must examine the results sent to him for defects within 14 days upon receipt.
9.2 If there is no immediate complaint about obvious defects, the service provider’s performance is deemed to have been approved and warranty claims are excluded.
9.3 The contractual products are manufactured with due care. The service provider is only bound to an assurance of certain properties after written confirmation.
9.13 The technical data and descriptions in product information or offers alone do not represent any guarantee of specific properties.
9.14 There is no guarantee that the service will meet the specific requirements of the client. The client bears sole responsibility for the selection and use as well as for the intended results. The customer’s warranty rights presuppose that he has duly fulfilled his obligations to examine and give notice of defects according to §§ 377, 378 HGB.
9.15 If there is a defect for which the service provider is responsible, the service provider is entitled to choose between remedying the defect or making a replacement delivery.
9.16 Claims for damages by the customer arising from a positive breach of contract and from the breach of obligations during contract negotiations are excluded; the service provider is not liable for lost profits, missed savings, damage from third-party claims and other indirect and consequential damage.
9.17 Claims for damages by the client due to delay or impossibility of performance by the service provider are limited to the value of that part of the service which cannot be used as contractually intended due to the impossibility or delay.
9.18 The customer is solely liable for the content provided or published by the customer. The service provider is not liable for the content.
10. Retention of Title
AADVANTO reserves the right to use the delivered services until full payment of all claims that have arisen or will arise from the business relationship with the client, regardless of the type and legal basis. In the case of a current account, the reserved right of use applies as security for the balance claim. Taking back or pledging the goods subject to retention of title by the service provider does not constitute a withdrawal from the contract.
11.1 The customer hereby agrees that personal data (inventory data) and other information relating to his usage behavior (connection data) (e.g. time, number and duration of connections, access passwords, uploads and downloads) are stored by the service provider for the duration of the contractual relationship , insofar as this is necessary to fulfill the purpose of the contract, in particular for billing purposes. With the storage he declares his consent.
11.2 The service provider also processes and uses the inventory data collected to advise its customers, for advertising and market research for its own purposes and to tailor its services to needs.
11.3 The customer can object to such use of his data.
11.4 AADVANTO undertakes to provide the customer with complete information about the stored data, insofar as it affects him, at any time upon request.
11.5.1 AADVANTO will neither pass on this data nor the content of the customer’s private messages to third parties without the customer’s consent.
11.5.2 This does not apply to advertising texts, search terms and advertising materials that the client has made available to AADVANTO.
11.6 This only does not apply insofar as AADVANTO is legally obliged to disclose such data to third parties, in particular government agencies, or insofar as internationally recognized technical standards provide for this and the client does not object.
11.7AADVANTO expressly points out to the client that data protection in open networks such as the Internet cannot be comprehensively guaranteed given the current state of the art. The client knows that AADVANTO, as a service provider, can view the website offering stored on the web server and, under certain circumstances, other client data stored there from a technical point of view at any time. The client is obliged to inform its customers that AADVANTO is entitled to contact them for market research purposes and to improve the offer. Other participants on the Internet may also be technically able to intervene in network security without authorization and to control message traffic.
12. Credit Check
12.1. AADVANTO works with credit agencies and credit insurance companies. The client is aware that the service provider can obtain information about him from these companies. With his signature when placing the order, the customer agrees that AADVANTO transmits data about the application, the acceptance and termination of the contract to the protection association for general credit protection (Schufa) or comparable credit agencies.
12.2. Irrespective of this, AADVANTO will also transmit data to Schufa or comparable credit bureaus due to non-contractual behavior (e.g. termination due to late payment, requested dunning notice for undisputed claims and enforcement measures). According to the Federal Data Protection Act, these reports may only be made if this is permissible after weighing up all the interests involved.
12.3.Schufa stores and transmits the data to its contractual partners in the European internal market in order to provide them with information to assess the creditworthiness of natural persons. Schufa’s contractual partners are primarily credit institutes as well as credit card and leasing companies. In addition, Schufa also provides information to commercial, telecommunications and other companies that provide services and deliveries against credit. Schufa only makes personal data available if a legitimate interest in this has been credibly demonstrated in individual cases. Schufa provides address data to determine the debtor. When providing information, Schufa can also provide its contractual partners with a probability value calculated from its database for assessing the credit risk (so-called
12.4. Upon request, AADVANTO will provide the customer with the addresses of these companies, which can also provide the customer with information about the data stored about him.
13. Applicable law, place of performance, place of jurisdiction
All contracts and transactions between the service provider and the client are exclusively subject to German law, with the exception of the provisions of German law that refer to other law. The place of fulfillment is the respective seat of the service provider, currently Düsseldorf. Exclusive place of jurisdiction for all claims arising from and on the above contracts and transactions, including actions on checks and bills of exchange as well as all disputes arising between the parties (the service provider and registered traders, as well as legal entities under public law) about the establishment, processing or termination of the business relationship, is Aachen, the service provider can also file suits at the customer’s place of residence or business.
14. Final Provisions
14.1 If the client violates one or more provisions of these General Terms and Conditions, the service provider is entitled to immediate termination without notice.
14.2 The service provider is entitled to change these general terms and conditions at any time. Changes will be communicated to the customer in good time. If the customer does not object within two weeks of dispatch, the changes are deemed to have been approved.
14.3 Should one of the above provisions of this agreement be or become invalid, this shall not affect the validity of the remaining provisions. Instead of the invalid provision, a replacement provision that comes as close as possible to the purpose of the agreement shall apply, which the parties would have agreed to achieve the same economic result if they had known the invalidity of the provisions.
14.4 The service provider reserves the right to make changes to the terms and conditions and/or the service description(s) if and to the extent that unforeseeable developments which the service provider does not cause and over which it has no influence make this necessary and the balance existing at the time of the conclusion of the contract of the contractual relationship is not significantly disturbed. The right to change does not include essential provisions of the contractual relationship, such as the type and scope of the agreed product, contract term and termination.
14.5 The currently valid price list can be requested from the service provider at any time.