General Terms and Conditions

1. COOPERATION
2. OBLIGATIONS OF THE CUSTOMER TO COOPERATE
3. PARTICIPATION OF THIRD PARTIES
4. DATES
5. CHANGES IN PERFORMANCE
6. REMUNERATION
7. RIGHTS
8. INFRINGEMENT OF PROPERTY RIGHTS
9. RESIGNATION
10. LIABILITY
11. NON-SOLICITATION CLAUSE
12. CONFIDENTIALITY, PRESS RELEASE
13. ARBITRATION
14. MISCELLANEOUS
15. FINAL PROVISIONS

1 Cooperation
1.1 The parties shall work together in a spirit of trust and shall inform each other immediately in the event of deviations from the agreed procedure or doubts about the correctness of the other party’s procedure.
1.2 If the customer recognizes that his own information and requirements are incorrect, incomplete, ambiguous or impracticable, he must immediately inform OnlineShopManager.de of this and the consequences recognizable to him.
1.3 The contracting parties shall name contact persons and their deputies who shall manage the implementation of the contractual relationship for the contracting party naming them in a responsible and expert manner.
1.4 The parties must notify each other immediately of any changes in the named persons. Until such notification is received, the previously named contact persons and/or their deputies shall be deemed authorized to make and receive declarations within the scope of their previous power of representation.
1.5 The contact persons shall communicate at regular intervals about progress and obstacles in the execution of the contract in order to be able to intervene in the execution of the contract if necessary.

2 Obligations of the customer to cooperate
2.6 The customer shall support OnlineShopManager.de in the fulfillment of its contractually owed services. This includes in particular the timely provision of information, data material as well as hardware and software, insofar as the customer’s cooperation services require this. The customer shall instruct OnlineShopManager.de in detail regarding the services to be provided by OnlineShopManager.de.
2.7 The customer shall provide the required number of its own employees with the necessary expertise to perform the contractual relationship.
2.8 If the customer has undertaken to provide OnlineShopManager.de with materials (image, sound, text, etc.) in the course of the performance of the contract, the customer shall provide OnlineShopManager.de with these materials immediately and in a common, directly usable, preferably digital format. If it is necessary to convert the material provided by the customer into another format, the customer shall bear the costs incurred for this. The customer shall ensure that OnlineShopManager.de is granted the rights required to use these materials.
2.9 The customer shall cooperate at his own expense.

3 Participation of third parties
The customer shall be liable for third parties who work for OnlineShopManager.de in the customer’s area of activity at the customer’s instigation or with the customer’s acquiescence in the same way as for vicarious agents. OnlineShopManager.de shall not be responsible to the customer if OnlineShopManager.de is unable to fulfill its obligations to the customer in whole or in part or in a timely manner due to the behavior of one of the aforementioned third parties.

4 dates
4.1 Dates for the provision of services may only be confirmed on the part of OnlineShopManager.de by the contact person.
4.2 The contracting parties shall set deadlines in writing if possible. Deadlines, the non-observance of which causes a contracting party to be in default without a reminder in accordance with Section 286 (2) of the German Civil Code (binding deadlines), must always be specified in writing and designated as binding.
4.3 OnlineShopManager.de shall not be responsible for delays in performance due to force majeure (e.g. strike, lockout, official orders, general disruptions in telecommunications, etc.) and circumstances within the customer’s sphere of responsibility (e.g. failure to provide cooperation services in a timely manner, delays caused by third parties attributable to the customer, etc.) and shall entitle OnlineShopManager.de to postpone the provision of the affected services by the duration of the hindrance plus a reasonable period of time. a reasonable start-up period. OnlineShopManager.de shall notify the customer of delays in performance due to force majeure.

5 Changes to services
5.1 If the customer wishes to change the contractually agreed scope of the services to be provided by OnlineShopManager.de, the customer shall express this change request to OnlineShopManager.de in writing. The further procedure is governed by the following provisions. OnlineShopManager.de may dispense with the procedure set out in paragraphs 2 to 5 in the case of change requests that can be checked quickly and are likely to be implemented within 8 working hours.
5.2 OnlineShopManager.de shall examine what effects the desired change will have, in particular with regard to remuneration, additional expenses and deadlines. If OnlineShopManager.de recognizes that services to be rendered cannot be performed or can only be performed with a delay due to the review, OnlineShopManager.de shall inform the customer of this and inform the customer that the change request can still only be reviewed if the affected services are initially postponed for an indefinite period of time. If the customer agrees to this postponement, OnlineShopManager.de will check the change request. The customer is entitled to withdraw his change request at any time; the initiated change procedure then ends.
5.3 After reviewing the change request, OnlineShopManager.de shall explain to the customer the effects of the change request on the agreements made. The statement contains either a detailed proposal for the implementation of the change request or information as to why the change request cannot be implemented.
5.4 The contracting parties shall immediately agree on the content of a proposal for the implementation of the change request and attach the result of a successful vote to the text of the agreement to which the change relates as a supplementary agreement.
5.5 If no agreement is reached or if the amendment procedure ends for any other reason, the original scope of services shall remain unchanged. The same shall apply in the event that the customer does not agree to a postponement of the services for further performance of the inspection in accordance with paragraph 2.
5.6 The dates affected by the change procedure shall be postponed as necessary, taking into account the duration of the review, the duration of the vote on the change proposal and, if applicable, the duration of the change requests to be carried out, plus a reasonable lead time. OnlineShopManager.de will inform the customer of the new dates.
5.7 The customer shall bear the expenses incurred as a result of the change request. This includes in particular the examination of the change request, the preparation of a change proposal and any downtimes. If the parties have agreed on daily rates, the expenses shall be calculated according to these rates, otherwise according to OnlineShopManager.de’s usual remuneration.
5.8 OnlineShopManager.de shall be entitled to change or deviate from the services to be provided under the contract if the change or deviation is reasonable for the customer, taking into account OnlineShopManager.de’s interests.

6 Remuneration
6.1 The customer shall bear all expenses such as travel and accommodation costs, out-of-pocket expenses and third-party claims for remuneration incurred in connection with the performance of the contract. Travel expenses will only be reimbursed if the distance from the OnlineShopManager.de headquarters is more than 50 km. The pure travel time is not remunerated. OnlineShopManager.de may charge a processing fee of 2% of the order value for processing orders with third parties whose costs are passed on directly to the customer.
6.2 If the parties have not reached an agreement on compensation for a service provided by OnlineShopManager.de that the customer could only expect to be provided in return for compensation under the circumstances, the customer shall pay the customary compensation for this service. In case of doubt, the remuneration rates charged by OnlineShopManager.de for its services shall be deemed customary.
6.3 All contractually agreed remuneration is exclusive of the statutory value added tax.

7 Rights
7.1 OnlineShopManager.de grants the customer the non-exclusive right to use the services provided in accordance with the contract, without any restrictions in terms of territory or time. If software is the object of the services, §§ 69 d and e UrhG apply.
7.2 Any use beyond that described in paragraph 1 is not permitted. In particular, the customer is prohibited from granting sublicenses and from reproducing, renting or otherwise exploiting the services.
7.3 Until the remuneration has been paid in full, the customer is only permitted to use the services provided on a revocable basis. OnlineShopManager.de may revoke the use of such services for which the customer is in default of payment for the duration of the default.

8 Infringements of property rights
8.1 OnlineShopManager.de shall indemnify the customer at its own expense against all third-party claims arising from infringements of property rights (patents, licenses and other property rights). The customer shall inform OnlineShopManager.de immediately of any claims asserted by third parties. If the customer does not immediately inform OnlineShopManager.de of the asserted claims, the claim for indemnification shall expire.
8.2 In the event of infringements of property rights, OnlineShopManager.de may – without prejudice to any claims for damages by the customer – at its own discretion and at its own expense and after prior consultation with the customer, make changes to the affected service that ensure that the property rights are no longer infringed while safeguarding the customer’s interests, or acquire the necessary rights of use for the customer.

9 Resignation
The customer may only withdraw from the contract due to a breach of duty that does not consist of a defect in the purchased item or work if OnlineShopManager.de is responsible for this breach of duty.

10 Liability
10.1 OnlineShopManager.de is liable for intent and gross negligence. OnlineShopManager.de shall only be liable for slight negligence in the event of a breach of a material contractual obligation (cardinal obligation) and in the event of damage resulting from injury to life, limb or health.
10.2 In the event of slight negligence, liability shall be limited to the amount of foreseeable damage that can typically be expected to occur. In any case, liability is limited to the amount of the order value.
10.3 OnlineShopManager.de shall not be liable for the loss of data and/or programs to the extent that the damage is due to the customer’s failure to perform data backups and thereby ensure that lost data can be restored with reasonable effort.
10.4 The above provisions shall also apply in favor of OnlineShopManager.de’s vicarious agents.

11 Non-solicitation clause
For the duration of the cooperation between the parties and for a period of one year thereafter, the customer undertakes not to entice away any employees of OnlineShopManager.de or to employ them without the consent of OnlineShopManager.de. For each case of culpable infringement, the customer undertakes to pay a contractual penalty to be determined by OnlineShopManager.de and, in the event of a dispute, to be reviewed by the competent court.

12 Secrecy, press release
12.1 The documents, knowledge and experience provided to the other contracting party may only be used for the purposes of this contract and may not be made accessible to third parties unless they are intended to be made accessible to third parties or are already known to the third party. Third parties do not include auxiliary persons such as freelancers, subcontractors, etc. called in to perform the contractual relationship.
12.2 In addition, the contracting parties agree to maintain confidentiality regarding the content of this contract and the knowledge gained during its execution.
12.3 The confidentiality obligation shall also apply beyond the termination of the contractual relationship.
12.4 If a contracting party so requests, the documents handed over by it, such as strategy papers, briefing documents, etc., shall be returned to it after termination of the contractual relationship, unless the other contracting party can assert a legitimate interest in these documents.
12.5 Press releases, information etc. in which one party refers to the other are only permitted after prior written agreement – also by e-mail.

13 Arbitration
13.1 In the event of any differences of opinion arising from or in connection with this contractual relationship, the parties shall first attempt to reach a solution through in-depth discussion between the contact partners.
13.2 Differences of opinion that cannot be resolved by the parties shall be settled by arbitration. If a party refuses to take part in arbitration proceedings, it may take ordinary legal action if it has informed the other party of this in writing beforehand.
13.3 In order to conduct an arbitration procedure, the parties shall call upon the arbitration board of the Deutscher Multimedia Verband e.V., Kaistrasse 14 in 40221 Düsseldorf with the aim of settling the difference of opinion in whole or in part, provisionally or finally, in accordance with its arbitration rules.
13.4 In order to facilitate the arbitration, the parties mutually waive the defense of the statute of limitations for all claims arising from the disputed facts of life from the request for arbitration until one month after the end of the arbitration proceedings. The waiver has the effect of suspending the limitation period.
13.5 The dates affected by the conciliation procedure, including the preceding discussion between the contact persons, shall be postponed as necessary, taking into account the duration of the conciliation and, if applicable, the duration of the conciliation results to be executed, plus a reasonable start-up period.

14 Other
14.1 The assignment of claims is only permitted with the prior written consent of the other contracting party. Consent may not be unreasonably withheld. The regulation of § 354 a HGB remains unaffected by this.
14.2 A right of retention can only be asserted on the basis of counterclaims arising from the respective contractual relationship.
14.3 The contracting parties may only offset claims that have been legally established or are undisputed.
14.4 OnlineShopManager.de may name the customer as a reference customer on its website or in other media. OnlineShopManager.de may also publicly reproduce or refer to the services provided for demonstration purposes, unless the customer can assert a legitimate interest to the contrary.

15 Final provisions
15.1 All amendments and additions to contractual agreements must be recorded in writing for verification purposes. Notice of termination must be given in writing. Registrations, which must be made in writing, can also be made by e-mail.
15.2 Should individual provisions of the party agreements be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. In this case, the parties shall replace the invalid provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision. The same applies to any gaps in the agreements.
15.3 The customer’s general terms and conditions shall not become part of the contract.
15.4 The law of the Federal Republic of Germany shall apply to the exclusion of international private law and the UN Convention on Contracts for the International Sale of Goods.
15.5 The exclusive place of jurisdiction for all legal disputes arising from or in connection with this contract shall be the registered office of OnlineShopManager.de in Bamberg.