EVO-CON Internet services, the specialist for your online shop
EVO-CON UG (limited liability)
Bismarckstr. 18
97523 Schwanfeld
GERMANY
Mail: [email protected]
Internet: www.evo-con.de
Telephone: 0049 (0) 9384 72 19 155
Managing Director: Dominik Karch
Local court: Schweinfurt
HRB 7223
Status: 14.01.2016
§ 1 Validity of the Terms and Conditions of Contract
(1) These General Terms and Conditions of Contract shall apply exclusively to the provision of services and to pre-contractual obligations in business dealings, unless the contracting parties agree otherwise in writing.
(2) Even if not referred to again when concluding similar contracts, the General Terms and Conditions of EVO-CON UG (haftungsbeschränkt) shall apply exclusively in the version available at https://www.evo-con.de/kontakt/agbs/ at the time of the orderer's declaration, unless the contracting parties agree otherwise in writing.
(3) For the services, §§ 611 ff. BGB (GERMAN CIVIL CODE) SHALL APPLY.
(4) EVO-CON UG (haftungsbeschränkt) www.evo-con.de does not recognise any terms and conditions that conflict with or deviate from these GTCs and hereby expressly contradicts them. Conflicting terms and conditions of the customer shall only be valid if EVO-CON expressly agrees to them in writing.
§ 2 Conclusion of Contract
(1) Offers of EVO-CON UG (haftungsbeschränkt) are subject to change and non-binding, unless the offer is designated as binding in writing. A legal binding comes into being only through a mutually signed contract or written order confirmation to EVO-CON UG (haftungsbeschränkt), furthermore through the fact that EVO-CON UG (haftungsbeschränkt) begins with the contractual performance. EVO-CON UG (haftungsbeschränkt) GmbH may request written confirmations of oral contractual declarations of the customer.
(2) Offers of EVO-CON UG (haftungsbeschränkt) are valid for 30 days from delivery.
§ 3 Subject matter of the contract, scope of services
(1) The subject of these General Terms and Conditions is the provision of services for the Customer in the area of search engine optimisation, online shop creation, website creation, web hosting, individual module programming, online shop management, website management, search engine advertising (PPC/Google AdWords), usability/conversion optimisation and social media as well as training courses according to the specific order placement.
(2) EVO-CON UG (haftungsbeschränkt) only owes the provision of the agreed service, no success is owed.
(3) The mutually signed contract or the order confirmation of EVO-CON UG (haftungsbeschränkt) shall be decisive for the scope, type and quality of the services, otherwise the offer of EVO-CON UG (haftungsbeschränkt). Other specifications or requirements shall only become part of the contract if the contracting parties so agree in writing or EVO-CON UG (haftungsbeschränkt) has confirmed them in writing. Subsequent changes to the scope of services shall require written agreement or written confirmation by EVO-CON UG (haftungsbeschränkt) or the customer.
(4) Unless otherwise agreed, EVO-CON UG (haftungsbeschränkt) shall provide all services in accordance with the state of the art in Germany.
(5) The publication of a website and its positioning in the search results are solely at the discretion of the respective search service provider. EVO-CON UG (haftungsbeschränkt) therefore neither owes the inclusion of a website in the list of results by a certain search service provider nor the achievement of a certain positioning in the search results and is also not liable in case of non-publication or deletion of the website by one or more search services.
(6) EVO-CON UG (haftungsbeschränkt) is not responsible for which keywords are optimised. EVO-CON UG (haftungsbeschränkt) shall not be obliged to edit or check the content or legal aspects of the customer's material or the customer's website/online shop, and EVO-CON UG (haftungsbeschränkt) shall not examine the legality of the customer's existing keywords. Rather, the customer shall ensure that his website does not violate any rights of third parties and that all legal provisions are complied with. The customer may only use keywords and trademarks which he is entitled to use and which do not infringe the rights of third parties. A legal review of the proposed keywords, in particular with regard to trademark risks, shall only be carried out by a lawyer to be consulted by EVO-CON UG (haftungsbeschränkt) for this purpose upon special agreement and at the expense of the Customer. Likewise, EVO-CON UG (haftungsbeschränkt) shall not be responsible for editing and reviewing the content of material provided by the Client in the context of a pay-per-click campaign. This shall only be carried out upon special agreement.
(7) Unless otherwise contractually agreed, the customer shall provide the media budget (click budget) for a pay-per-click campaign directly to the PPC provider.
(8) The contract is concluded with:
EVO-CON UG (haftungsbeschränkt)
Bismarckstr. 18
97523 Schwanfeld
GERMANY
§ 4 Subcontractors and Exclusion of Competition
(1) EVO-CON UG (haftungsbeschränkt) is permitted to subcontract the services as a whole or with regard to individual partial services.
(2) EVO-CON UG (haftungsbeschränkt) may, unless otherwise agreed in the order, work for clients of the same or similar industries. The client is aware that EVO-CON UG (haftungsbeschränkt) may also manage the websites of direct and indirect competitors of the client, thereby managing similar or the same keywords for optimisation in the search results and thus certain keywords and backlinks may be used for several clients. Likewise, there is no exclusivity in terms of conversion optimisation. The customer may not assert any claims against EVO-CON UG (haftungsbeschränkt) arising from business relations of EVO-CON UG (haftungsbeschränkt) with competitors.
§ 5 Time of Performance, Delays
(1) Statements regarding the time of performance are non-binding, unless EVO-CON UG (haftungsbeschränkt) has designated them as binding in writing. EVO-CON UG (haftungsbeschränkt) may perform partial services, as far as the performed parts are reasonably usable for the customer.
(2) Performance deadlines shall be extended by the period in which EVO-CON UG (haftungsbeschränkt) is prevented from performing due to circumstances for which it is not responsible and by a reasonable start-up time after the end of the impediment to performance. These circumstances include force majeure and industrial action. Deadlines shall also be deemed extended by the period of time during which the customer fails to cooperate in breach of the contract, e.g. fails to provide information, fails to provide access, fails to make employees available, etc.
(3)If the contracting parties subsequently agree on other or additional services which affect agreed deadlines, these deadlines shall be extended by a reasonable period of time.
(4) Reminders and setting of deadlines by the customer must be in text form to be effective. A grace period must be reasonable. A period of less than two weeks is only reasonable in the case of special urgency.
§ 6 Contractual Obligation and Termination of Contract
(1) All SEO and maintenance contracts, as well as service contracts, have a contract term of one year. The contract shall be automatically renewed at the same conditions for a further year, unless EVO-CON UG (haftungsbeschränkt) receives written notice of termination at least three months before the end of the contract and sends confirmation of termination.
(2) Any termination of the further exchange of services (e.g. in case of rescission, reduction, termination for cause, damages instead of performance) must always be threatened by stating the reason and setting a reasonable deadline for remedy (usually at least two weeks) and can only be declared within two weeks after expiry of the deadline. In the cases provided for by law (cf. section 323 subs. 2 BGB) the setting of a time limit may be omitted. Anyone who is wholly or predominantly responsible for the disruption may not demand reversal.
(3) All declarations in this context must be made in text form to be effective.
§ 7 Right of revocation
(1) The customer may revoke a concluded contract with EVO-CON UG (haftungsbeschränkt) within the legally stipulated revocation period within fourteen days after conclusion of the contract without stating reasons.
(2) The revocation has to be received in written form by e-mail, fax or post with a valid signature within the deadline at EVO-CON UG (haftungsbeschränkt), Bismarckstr. 18 in 97523 Schwanfeld, at [email protected] or by fax at 09384 72 19 157.
(3) The date of the contract signature and the date of the postmark/email or fax receipt shall be decisive.
(4) Services rendered by EVO-CON UG (haftungsbeschränkt) until revocation shall be directly remunerated by the customer according to the hourly rate stipulated in the contract.
§ 8 Remuneration, Payment
(1) The agreed remuneration shall be due upon invoicing, unless otherwise agreed. The remuneration shall be understood to be net plus the respective applicable statutory VAT, currently 19 %.
(2) If the contracting parties agree on advance payments, these shall be due on the first of each month, unless otherwise agreed.
(3) For services which EVO-CON UG (haftungsbeschränkt) does not provide at its place of business, travel expenses, out-of-pocket expenses and, if applicable, accommodation costs shall be invoiced separately on a time and material basis. Travel by public transport and overnight accommodation shall be invoiced at cost, travel with the client's own car and expenses shall be invoiced at the applicable maximum tax-deductible rates.
(4) If reporting on the services to be rendered has been agreed, the lack of completion of the reporting at the time of invoicing shall not be a reason not to pay the invoiced amount. A right of retention does not exist in this respect.
(5) EVO-CON UG (haftungsbeschränkt) is only obliged to make media purchases to the extent that the advance payments made by the client are sufficient. The agreed budget for media purchases may be exceeded by EVO-CON UG (haftungsbeschränkt) by up to 10%.
(6) Refunds from third party suppliers in general shall only be reimbursed to the customer by EVO-CON UG (haftungsbeschränkt) if a total amount of 250,- € is exceeded, in the mutual interest of a low billing effort.
(7) The customer may only offset claims that are undisputed by EVO-CON UG (haftungsbeschränkt) or have been legally established. The customer may assign claims arising from this contract to third parties only with the prior written consent of EVO-CON UG (haftungsbeschränkt). § Section 354a of the German Commercial Code (HGB) shall remain unaffected. The customer shall only be entitled to a right of retention or the defence of non-performance within this contractual relationship and with regard to undisputed or legally established claims.
(8) If for the second time no receipt of payment of the invoice issued by EVO-CON UG (haftungsbeschränkt) to the customer can be booked within 14 days, EVO-CON UG (haftungsbeschränkt) reserves the right to charge the sum of the monthly costs incurred until the end of the contract all at once. The monthly contractual obligations on the part of EVO-CON UG (haftungsbeschränkt) will of course be fulfilled until the official end of the contract, unless other agreements are made between the parties. EVO-CON UG (haftungsbeschränkt) reserves the right to suspend work until full payment has been received.
§ 9 Duties of the customer
(1) The customer undertakes to support the performance of its contractual services to the best of its ability. This includes in particular that information and data material are provided in time, as far as they are necessary for the performance. If the cooperation provided is not sufficient, EVO-CON UG (haftungsbeschränkt) may demand the cooperation of the customer in writing, setting a reasonable deadline. If the customer still does not comply with his obligation to cooperate, EVO-CON UG (haftungsbeschränkt) shall be entitled to terminate the contractually agreed services after prior notice. In this case, EVO-CON UG (haftungsbeschränkt) shall retain the part of the agreed remuneration claim accrued to date. Further claims for damages of EVO-CON UG (haftungsbeschränkt) shall remain unaffected.
(2) During the implementation of the optimisation measures by EVO-CON UG (haftungsbeschränkt), it may be possible that the customer has to make profound technical changes to his website. In this case, the customer shall ensure that the measures proposed by EVO-CON UG (haftungsbeschränkt) are properly implemented. If he lacks the technical know-how, the customer may commission third parties or EVO-CON UG (haftungsbeschränkt) with the implementation.
(3) Prior to programming changes or changes to the information architecture of the website, the client is obliged to clarify with EVO-CON UG (haftungsbeschränkt) to what extent these have negative consequences on the search engine optimisation and thus negatively influence the work of EVO-CON UG (haftungsbeschränkt). Should this be the case, the change may not be carried out.
(4) In the event of website failures or lack of availability of the URLs to which the advertisements link, EVO-CON UG (haftungsbeschränkt) must be notified immediately by the client. EVO-CON UG (haftungsbeschränkt) shall not be liable for any damage caused thereby. Furthermore, in such cases EVO-CON UG (haftungsbeschränkt) shall be entitled to a compensation payment for lost commissions in case of commission-based billing models.
§ 10 Defects
(1) The client is obliged to inspect the services and partial services of EVO-CON UG (haftungsbeschränkt) within 14 days after notification of completion and to immediately give notice of any defects. Only within this period, if necessary, corrections free of charge are possible. Otherwise the service shall be deemed to have been approved and accepted. After expiry of the deadline, subsequent changes must be remunerated at the hourly rate specified in the contract for additional work. Defects that are not obvious despite careful inspection must be reported immediately after their discovery, otherwise the performance shall be deemed approved and accepted.
(2) Claims of the customer due to defects become time-barred within 6 months after acceptance of the service.
§ 11 Liability
(1) Claims against EVO-CON UG (haftungsbeschränkt) for damages or reimbursement of futile expenses shall be governed by the present clauses without regard to the legal nature of the claim.
(2) EVO-CON UG (haftungsbeschränkt) shall be liable without limitation for damages resulting from injury to life, body and health caused by a negligent breach of duty by EVO-CON UG (haftungsbeschränkt) or an intentional or negligent breach of duty by a legal representative or vicarious agent of EVO-CON UG (haftungsbeschränkt).
(3) For other liability claims, EVO-CON UG (haftungsbeschränkt) shall be liable without limitation only in case of non-existence of the guaranteed quality as well as for intent and gross negligence also of its legal representatives, executive employees and vicarious agents.
(4) EVO-CON UG (haftungsbeschränkt) shall only be liable for slight negligence if an obligation is breached, compliance with which is of particular importance for achieving the purpose of the contract (cardinal obligation). In the event of a breach of the cardinal obligation, the amount of liability shall be moderately limited to three months' fees.
(5) Liability for loss of data shall be limited to the typical recovery costs that would have been incurred if back-up copies had been made regularly and in accordance with the risk.
(6) The above provisions shall also apply in favour of the employees of EVO-CON UG (haftungsbeschränkt).
(7) We shall not be liable for service disruptions in connection with services that are merely arranged by us as third-party services.
§ 12 Secrecy
(1) The contracting parties undertake to treat as confidential all items (e.g. software, documents, information) they receive from the other contracting party or become aware of prior to or during the performance of the contract, also beyond the end of the contract, unless they are publicly known without breach of the confidentiality obligation. The contracting parties shall store and secure these items in such a way that they are protected against access by third parties to the customary extent.
(2) EVO-CON UG (haftungsbeschränkt) may name the customer as a reference customer.
§ 13 Non-solicitation
(1) The contracting parties are prohibited from directly or indirectly employing employees (whether salaried or freelance) of the respective other contracting party or employees of a company affiliated with the respective other contracting party within the meaning of § 15 of the German Stock Corporation Act (AktG) during the term of the project as well as for a period of 3 years after the termination of the project, or from placing orders with such employees if they are self-employed, unless the written consent of the other contracting party has been obtained.
(2) Should one of the contracting parties violate one of the prohibitions described in more detail in paragraph 1, it shall owe lump-sum damages in the amount of € 50,000 (fifty thousand) for each case of violation. The other contracting party shall be entitled to prove that less damage has been incurred.
§ 14 Data Protection
EVO-CON UG (haftungsbeschränkt) shall process the customer's data required for business transactions in compliance with the data protection regulations.
§ 15 Training
(1) The training shall take place at the discretion of EVO-CON UG (haftungsbeschränkt) at its business premises, at the customer's premises or at another location to be determined in consultation with the customer. In case of a training at the customer's premises, the customer shall provide appropriate premises and technical equipment after consultation with EVO-CON UG (haftungsbeschränkt). In case of training at another location, the customer shall rent the premises and provide the required hardware and software on site.
(2) EVO-CON UG (haftungsbeschränkt) may cancel a training date for good cause. EVO-CON UG (haftungsbeschränkt) shall notify the customer of the cancellation of a date in due time and offer alternative dates.
(3) In the event of justified dissatisfaction on the part of the customer, EVO-CON UG (haftungsbeschränkt) shall have the right to remedy the situation. In all other respects §6 shall apply.
§ 16 Final Provisions
(1) Verbal collateral agreements such as amendments and supplements require text form. Transmission in text form, in particular by fax or e-mail, shall also be sufficient to comply with the text form requirement.
(2) The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
(3) Place of performance is the registered office of EVO-CON UG (haftungsbeschränkt).
(4) If the customer is a merchant, a legal entity under public law or a special fund under public law, all disputes arising from or in connection with this contract shall be decided exclusively by the courts having jurisdiction over the registered office of EVO-CON UG (haftungsbeschränkt) (Schweinfurt). EVO-CON UG (haftungsbeschränkt) shall also be entitled to sue at the customer's place of business.
Addendum Website and Online Shop
§ 17 Scope of Application
(1) For all orders placed by consumers (§13 BGB) with EVO-CON UG (haftungsbeschränkt) or on www.evo-con.de these General Terms and Conditions (GTC) shall apply. Contradictory terms and conditions or terms and conditions deviating from these GTCs are not recognised by www.evo-con.de and are hereby expressly rejected.
(2) Conflicting terms and conditions of the customer shall only be valid if EVO-CON expressly agrees to them in writing.
§ 18 Formation of the Contract
(1) The presentation of products at EVO-CON does not constitute a legally binding offer, but a non-binding online catalogue. All offers are valid "while stocks last", unless otherwise stated with the products. Errors excepted.
(2) With your order, you make a binding offer to us to conclude the contract with you. You place the order when you enter all the information during the ordering process and finally send it to us by pressing the "Order" button. We accept the offer (your order) to conclude a contract by sending you an order confirmation after you have placed your order.
(3) For orders placed with EVO-CON, the contract is concluded with:
EVO-CON UG (haftungsbeschränkt)
Bismarckstr. 18
97523 Schwanfeld
GERMANY