General Terms and Conditions

§ 01 Scope of application

a) The following General Terms and Conditions (GTC) apply to all contracts concluded between Preisvergleich Europe GmbH (hereinafter: Preisvergleich Europe) and an entrepreneur pursuant to § 14 BGB (German Civil Code) or a legal entity under public law (hereinafter: Customer). These GTC also apply to future business between the parties.

b) By placing an order, the Customer expressly acknowledges these GTC. These GTC apply exclusively; any terms of the Customer that conflict with or deviate from these GTC shall not be recognised unless Preisvergleich Europe has agreed to their validity in writing and/or has entered into individual contractual arrangements with the Customer.

§ 02 Conclusion of contract

a) The offers of Preisvergleich Europe are non-binding. Preisvergleich Europe reserves the right to make minor changes to its offers insofar as these serve technical improvements and / or prove expedient in individual cases in the interest of the performance capability of the system / installation and are reasonable for the Customer, in particular if the quality of the delivery for its intended use is not impaired thereby.

b) The Customer applies for the integration of its products into the Preisvergleich Europe database via an order form and simultaneously declares with this application that they have been expressly informed of the applicable terms of use at the time of concluding the contract and have also been given a reasonable opportunity to take note of these terms. Furthermore, the Customer acknowledges these GTC in the designated field.

c) A contract is only concluded upon written confirmation of acceptance by Preisvergleich Europe. An order confirmation or invoice as well as the provision of services shall be equivalent to a declaration of acceptance. The fully completed registration form may be submitted electronically, by fax, or by post.

d) Preisvergleich Europe has the right to reject offers from Customers without giving any reason.

e) Contracts for product listing advertising (PLA), contracts for the management and optimisation of display or search engine advertising campaigns (e.g. Google AdWords), contracts for conversion optimisation, contracts for the execution of content marketing measures, and contracts for the execution of online reputation management are service contracts. No guarantee is therefore given for the success of the measures carried out.

f) Oral and written statements regarding the suitability and possible applications of the services and products delivered by Preisvergleich Europe, as well as advice and recommendations from Preisvergleich Europe employees, are given to the best of their knowledge and belief. They are non-binding and do not constitute a contractual relationship or an ancillary obligation under the contract. In particular, the Customer is not released from the obligation to satisfy themselves of the suitability of the offered services and products for achieving their objectives.

§ 03 Services

a) Preisvergleich Europe offers its Customers, in particular, the optimisation of the presentation and integration of the Customer's product range in eCommerce portals. The specific scope of services is described in detail in the contract.

b) The services owed by Preisvergleich Europe also depend on whether the parties have concluded a basic contract or a premium contract.

§ 04 Fees / Remuneration

a) Remuneration, prices, and ancillary costs are in EUR plus the applicable statutory value added tax. Cash discounts are generally not granted.

b) The remuneration and prices for deliveries and services are governed by the individual contract. In the case of time-based remuneration, the amount of remuneration per time unit according to the qualification of the employee deployed is also specified in the contract.

c) The Customer shall pay Preisvergleich Europe, where applicable, a setup fee, a consulting fee, and a click fee. The amount of these fees is agreed upon individually in the contract.

d) Invoices are due for payment immediately without deduction and must be settled within 10 days of receipt by the Customer.

e) The Customer may only withhold payment or set off claims that are undisputed, legally established, or ready for decision.

f) If several Customers jointly place an order with Preisvergleich Europe, they shall be jointly and severally liable.

§ 05 Provision of product data / Customer cooperation obligations

Close cooperation between Preisvergleich Europe and the Customer is required for the timely fulfilment of services in accordance with the Customer's requirements.

a) The Customer shall provide Preisvergleich Europe with the content to be integrated into the services and products. In order to increase the overlap of offers and thus the purchasing opportunities for customers, the Customer shall provide Preisvergleich Europe with their entire product catalogue (or, after consultation, a subset thereof) in data form. The content to be provided by the Customer includes, in particular, the texts, images, logos, tables, other graphics, and, where required, other rights / licences to be used by Preisvergleich Europe in the provision of services or to be integrated into the products.

b) The production of content is the sole responsibility of the Customer. Preisvergleich Europe is not obliged to verify whether the content provided by the Customer is suitable for the purposes pursued with the services and products. The parties shall agree on the format for the provision of data. Data carriers provided by the Customer to Preisvergleich Europe must be flawless in terms of content and technology. If this is not the case, the Customer shall compensate Preisvergleich Europe for all damages arising from the use of such data carriers.

c) Upon conclusion of the contract, the Customer grants Preisvergleich Europe an unrestricted right of use for all data provided by the Customer for the duration of the cooperation. Furthermore, by acknowledging these GTC, the Customer warrants that the Customer themselves holds the unrestricted right of use for all data provided for the duration of the cooperation and may transfer this right.

d) The Customer further warrants that the data provided complies with legal provisions, in particular regarding the protection of personal rights, public morals, and public safety and order. If Preisvergleich Europe is held liable due to a Customer-caused infringement of third-party rights, the Customer shall indemnify Preisvergleich Europe against all claims arising from such infringement.

e) When managing sponsored links campaigns (e.g. Google AdWords), the Customer guarantees in particular that the advertisement commissioned by them does not violate provisions of competition law, trademark and identification law, or copyright law, and does not infringe any other third-party rights. Preisvergleich Europe is not obliged to review advertisements for their legal permissibility. Should Preisvergleich Europe be held liable regarding the content provided by the Customer, the Customer shall indemnify Preisvergleich Europe.

f) The Customer shall notify Preisvergleich Europe in writing and in a timely manner of changes to operating conditions and other circumstances material to the provision of services.

g) Preisvergleich Europe reserves the right to remove certain data or data records from the database if they violate internal guidelines, such as products from the adult sector or products that are not suitable for minors without appropriate labelling. The reasons for removal will be communicated to the Customer upon request.

h) If the services owed by Preisvergleich Europe cannot be performed for reasons that are the responsibility of the Customer, Preisvergleich Europe shall be entitled to invoice the Customer for the resulting expenses. In particular, such a claim for reimbursement arises if the aforementioned cooperation obligations of the Customer are not fulfilled or not fulfilled in a timely manner.

§ 06 Contract duration and termination

a) The contract begins with the activation of the cooperation request by Preisvergleich Europe. The minimum contract term is one month.

b) An existing contract may be terminated by either party without giving reasons up to 14 days before the end of the contract term, unless an additional cooperation agreement has been concluded or different terms have been agreed upon individually.

c) If neither party terminates at least 14 days before the end of the contract term, the contract term shall be automatically extended by one additional month.

d) Both parties have the right to terminate the contract without notice for good cause. Such termination must be in writing.

§ 07 Deadlines and time limits

Performance dates or deadlines stated in contracts are only binding if they have been designated in writing as binding by the Customer and Preisvergleich Europe; otherwise, all dates and deadlines are non-binding.

§ 08 Liability and warranty

a) Preisvergleich Europe shall not be liable for damages arising from a breach of cooperation obligations (Clause 5) by the Customer, nor for factual statements or other contributions provided by the Customer to Preisvergleich Europe for the provision of services.

b) Preisvergleich Europe shall be liable without limitation for damages caused by intentional or grossly negligent breach of duty. Furthermore, Preisvergleich Europe shall be liable without limitation, regardless of the degree of fault, for damages arising from injury to life, body, or health, and irrespective of fault for damages arising from the assumption of a guarantee pursuant to § 276 Abs. 1 BGB. If Preisvergleich Europe assumes a guarantee for certain characteristics of the contractually owed service, such a guarantee shall only be binding on Preisvergleich Europe if it has been declared in writing by Preisvergleich Europe.

c) Preisvergleich Europe shall only be liable for damages caused by slight negligence in cases of breach of so-called cardinal obligations. Cardinal obligations are fundamental obligations that were decisive for the Customer's conclusion of the contract and on the fulfilment of which the Customer was entitled to rely. In cases of slightly negligent breach of cardinal obligations, liability per damaging event shall be limited to 10 % for property damage and 25 % for other damages — in relation to the volume of remuneration due to Preisvergleich Europe under the respective individual contract; however, for all damages within a calendar year, liability shall be limited to a maximum of double these amounts; if the total remuneration of a contract is less than 250,000 euros, Preisvergleich Europe shall only be liable for other damages up to the amount of the total remuneration.

d) Liability for negligently caused damages from data loss shall not apply if the Customer has not ensured that such data can be reconstructed with reasonable effort from data material kept in machine-readable form. Furthermore, liability shall be limited to the amount of the typical recovery costs that would have arisen with daily data backup, but not exceeding the amount specified in Clause 08 c).

e) The limitations of liability contained in these GTC shall not apply to claims under the Product Liability Act.

f) Insofar as liability is excluded or limited under these terms, this shall also apply to the personal liability of the officers of Preisvergleich Europe, its employees, workers, staff, representatives, and subcontractors.

§ 09 Confidentiality

The parties undertake to treat information and data concerning the other party that was exchanged before, during, and after the performance of the contractual agreement as confidential, even beyond the term of the contract, and not to make it accessible to third parties without the consent of the other party.

§ 10 References

Preisvergleich Europe is entitled, taking into account data protection and confidentiality obligations, to cite the services provided under the contract as a reference project, including the Customer's name. Furthermore, Preisvergleich Europe has the right to use the Customer's trademarks, trade names, name, logos, and slogans at trade fairs, conferences, and other events, as well as in press releases and advertisements in print, electronic, and other media (advertising material).

§ 11 Intellectual property and copyrights

a) The content and layout of the Preisvergleich Europe portals are protected by copyright and other intellectual property rights, with the exception of content created by Customers.

b) The use of protected components is therefore subject to applicable copyright law and is only permitted within the scope of an expressly granted right of use.

§ 12 Final provisions

a) These GTC contain all the rights and obligations of the contracting parties. Amendments and additions to the contract, including this clause, must be made in writing. No side agreements have been made.

b) These General Terms and Conditions and all legal relationships between the Customer and Preisvergleich Europe shall be governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

c) The place of performance for all contractual and statutory claims is, to the extent legally permissible, Hamburg; otherwise the Customer's registered office.

d) The place of jurisdiction for all claims against Preisvergleich Europe is Hamburg. For claims by Preisvergleich Europe against the Customer, Hamburg shall also be the place of jurisdiction if the Customer is a registered merchant or has no general place of jurisdiction in Germany.

e) The invalidity of individual provisions of these GTC shall not affect the validity of the remaining provisions. Rather, in the event of the invalidity of a provision, an effective provision shall automatically take its place that most closely reflects the economic purpose pursued by the parties with the invalid provision.