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General Terms and Conditions

§1 Scope of application

  • The following General Terms and Conditions – hereinafter referred to as GTC – apply exclusively to sales of goods and services by us, Cronum UG (haftungsbeschränkt) – hereinafter referred to as Supplier -, regardless of whether these transactions are concluded online or offline. The following GTC apply in the version valid at the time of the conclusion of the contract.
  • These GTC refer to the offer of the provider to entrepreneurs. Entrepreneur in the sense of § 14 BGB (German Civil Code) is any natural or legal person or partnership with legal capacity, which acts at the time of conclusion of the contract in the exercise of a commercial or independent professional activity – hereinafter referred to as Customer. Within the scope of these GTCs, the provider does not provide any services to consumers within the meaning of § 13 BGB.
  • Our deliveries, services and offers are made exclusively on the basis of these General Terms and Conditions. The General Terms and Conditions shall therefore also apply to all future business relations with companies, even if they are not expressly agreed again. The inclusion of general terms and conditions of a customer, which contradict our general terms and conditions, is already now contradicted.
  • As far as the provider updates these GTC, he will inform the customer immediately about the new version. The provider reserves the right to change these GTC at any time, subject to a reasonable period of notice. If the Customer does not object to the amendment within a period set by the Provider, the amendment shall be deemed approved. The Provider shall inform the Customer in the notice of amendment that the amendment shall become effective if the Customer does not object within the set period. In the event of a timely, formal objection, the previous GTC shall continue to apply in the relationship between the parties.
  • Individual agreements made between the Customer and the Provider in individual cases (including written subsidiary agreements, supplements and amendments) shall take precedence over these General Terms and Conditions. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements.
  • Any terms and conditions of the customer that deviate from or contradict these General Terms and Conditions shall not be recognized by us unless we have expressly agreed to them. The performance of the services shall not be deemed to constitute such consent.

§2 Offer and conclusion of contract

  • Orders become binding for the provider when he confirms the order in text form. Otherwise, all agreements require the written confirmation of the provider. The same applies to supplements, amendments and ancillary agreements. If the order of the customer deviates from the offer of the provider, a contract is concluded in this case only with the renewed written confirmation of the provider.
  • All offers are valid for 14 calendar days from the date of the offer, unless otherwise expressly agreed in writing.
  • The information, illustrations and service descriptions contained in catalogs, price lists or in documents belonging to the offer are approximate values customary in the industry. In no case shall a specific quality of the goods or services to be delivered be agreed or guaranteed.

§3 Subject of the contract

The concluded contract between the Provider and the Customer regulates the sale of goods and services from the areas of marketing and digitization via contact with employees of the Provider. Due to the details of the respective offer, reference is made to the written contract.

§4 Prices, terms of payment

  • Unless otherwise agreed, prices are net plus the VAT rate applicable on the day of delivery and excluding transport and insurance.
  • The invoices of the supplier are payable on delivery and without any deduction. If this payment deadline is exceeded, the Provider is entitled, subject to the assertion of higher damages without reminder, to demand interest in the amount of 9 percentage points above the applicable prime rate according to § 247 BGB (German Civil Code) and a lump sum payment in the amount of 40 euros according to § 288 paragraph 5 BGB (German Civil Code) for internal or external collection measures.
  • The customer has the following options for payment: advance bank transfer, PayPal, SEPA direct debit. Other payment methods are not offered and will be rejected.
    The invoice amount is to be transferred to the account specified on the invoice after receipt of the invoice, which contains all details for the transfer. Alternatively, the invoice amount shall be collected by the Provider by means of SEPA direct debit based on the Customer’s direct debit authorization from the Customer’s specified account.
  • The Provider reserves the right to use payments to settle the oldest invoice items plus the default interest and costs accrued thereon, in the order: costs, interest, principal claim.
  • The customer is entitled to set-off rights only if his counterclaims are legally established, undisputed or recognized by the provider. If, after the conclusion of the contract, the provider becomes aware of facts about a significant deterioration in the financial circumstances of the customer, which, according to dutiful discretion, are likely to jeopardize its claim to the consideration, the provider may until the time of its performance a suitable security within a reasonable period or advance payments or performance at consideration. The provider is also entitled to revoke granted payment terms. If the customer does not comply with the justified request of the provider or does not comply in time, the provider may withdraw from the contract or claim damages instead of performance.
  • If the Customer is in arrears with a payment, the Provider may declare the entire remaining claim due immediately and, in the event of full or partial default of payment, withdraw from the contract or demand damages in lieu of performance. In the case of non-pecuniary delay in performance, the provider may withdraw from the contract after the fruitless expiry of a reasonable period. If the customer is in default of payment or refuses to pay, the provider is entitled to block the contractual service until full payment. In this case, the customer remains obligated to pay the charges in full. The customer can only demand a reconnection of the services after full payment. The provider reserves the right to assert further claims and costs, as well as the right to terminate the contract without notice due to delayed payment.
  • After the expiration of the payment period, which is determined by the invoice and payment method calendar, the customer is in default even without a reminder. A right of retention of the customer, which is not based on the same contractual relationship, is excluded.

§5 Duration of contract

In the event that the contract concluded between the Provider and the Customer establishes a continuing obligation, it shall be concluded for an indefinite period of time. Each contracting party has the right to terminate the contract with a notice period that is defined in the contract without giving reasons. The right to extraordinary termination for good cause, in particular the repeated violation of the main contractual obligations, remains unaffected. The termination shall only be effective if it is made in writing.

§6 Copyright

  • The copyright lies exclusively with the provider. The copyright is not transferable to the customer.
  • The non-exclusive, non-transferable rights of use to the software, which are limited in time to the term of the contract, shall be transferred to the customer.
  • The Provider reserves the right, also in deviation from II., to name the Customer as a reference customer in all media and to refer to the Customer’s Internet page(s).

§7 Claims for damages; limitation of liability

  • If the provider’s obligation to pay damages is based on the only slightly negligent breach of essential contractual obligations, the provider’s obligation to pay damages shall be limited to the foreseeable damage typical for the contract, unless it is a matter of damage to life, body or health.
  • If the violation of ancillary obligations is based on slight negligence, the liability of the Provider, its representatives and vicarious agents is excluded, unless it is a matter of damage to life, body or health.
  • This shall not apply in the case of mandatory liability, e.g. in the case of the provision of quality or durability guarantees, under the Product Liability Act, in cases of intent, gross negligence, injury to life, limb or health or the breach of fundamental contractual obligations.

§8 Impossibility; Adjustment of Contract

  • If the delivery is impossible, the customer is entitled to claim damages, unless the supplier is not responsible for the impossibility. The right of the customer to withdraw from the contract remains unaffected.
  • If unforeseeable events significantly change the economic significance or the content of the delivery or have a significant impact on the operation of the provider, the contract will be adjusted appropriately in good faith. Insofar as this is not economically justifiable, the supplier shall have the right to withdraw from the contract. If the supplier wishes to make use of this right of withdrawal, he must inform the customer immediately after realizing the consequences of the event, even if an extension of the delivery period was initially agreed with him.

§9 Prohibition of assignment

Any assignment of claims against the Provider arising from contracts concluded between the Provider and the Customer shall be excluded without the Provider’s express written consent.

§10 Right of withdrawal

For customers who are considered entrepreneurs within the meaning of the law, the provisions for distance contracts are not applicable. Therefore, these customers are not entitled to a corresponding right of withdrawal due to a distance contract. The provider does not grant such a right either.

§11 Data protection

In connection with the initiation, conclusion, execution and reversal of a project contract on the basis of these GTC, data is collected, stored and processed by the provider. This is done within the framework of the statutory provisions. The Provider shall disclose personal data of the Customer to third parties if it is legally obliged to do so or if this is necessary to delegate certain services. If a third party is used for services in connection with the handling of processing operations, the provisions of the Basic Data Protection Regulation shall be complied with. The data provided by the customer by way of the order will be processed for the purpose of contacting the customer within the scope of the contract processing and for the purpose for which the customer provided the data. The data will be disclosed only to the extent necessary to the company contracted to provide the relevant service. The payment data will be passed on to the credit institution commissioned with the payment. Insofar as the provider is subject to retention periods of a commercial or tax nature, the storage of some data may last up to ten years.

§ 12 Place of Jurisdiction, Place of Performance, Applicable Law

  • Unless otherwise stated in the contract, our place of business shall be the place of performance.
  • If the customer is a merchant, our place of business shall be the place of jurisdiction; however, we shall also be entitled to sue the customer at the court of his place of residence.
  • The contractual relations shall be governed by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the conflict of laws rules of private international law.

As of: November 2022

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