General Terms and Conditions (GTC)
SINEOS GmbH, Stuttgarter Str. 40, 73430 Aalen vis-à-vis entrepreneurs (§ 14 BGB) and merchants (HGB)
(1) All services and offers of SINEOS GmbH shall be provided exclusively on the basis of these General Terms and Conditions. These are an integral part of all contracts that SINEOS concludes with its contractual partners (hereinafter also referred to as "Customer") for the deliveries or services offered by it. They shall also apply to all future deliveries, services or offers to the Client, even if they are not separately agreed again.
(2) Terms and conditions of the Client or third parties shall not apply, even if SINEOS does not separately object to their validity in individual cases. Even if SINEOS refers to a letter or an e-mail that contains or refers to the terms and conditions of the Client or a third party, this shall not constitute agreement with the validity of those terms and conditions.
(3) Services and offers of SINEOS GmbH are directed exclusively at entrepreneurs within the meaning of § 14 BGB and merchants (HGB).
(1) SINEOS shall provide comprehensive consulting and agency services for operators of online stores, in particular in the areas of online marketing, website/shop development and subsequent maintenance and care. Unless expressly agreed otherwise in writing, SINEOS shall not, however, owe the Client the provision of a work / concrete success, in particular not the achievement of certain company key figures or turnover limits.
(2) The Client shall perform the acts of cooperation incumbent upon it in full and on time at the first request of SINEOS GmbH. If the Client fails to cooperate and thus prevents the provision of services by SINEOS, SINEOS GmbH's claim to remuneration shall remain unaffected.
(3) The Client is advised that third-party providers (e.g. Facebook, Google) are entitled to stop / discontinue or delete advertising campaigns and accounts at any time without stating reasons. SINEOS shall not be responsible for such action. SINEOS GmbH's claim to remuneration shall remain unaffected in these cases.
(4) When using the services of third parties, their terms and conditions shall apply. These must be observed by the customer.
(5) With regard to the services to be provided to the Client by SINEOS GmbH, SINEOS shall be entitled to a right to determine performance in accordance with § 315 BGB.
(6) SINEOS shall also be entitled to have services owed to the Client performed by vicarious agents / subcontractors and third parties.
(7) Any advertising costs incurred for third-party providers shall not be included in the remuneration of SINEOS GmbH and shall be borne separately by the Client.
(8) The customer shall be solely responsible for the legal conformity of any advertisements, landing pages (including imprint and data protection declaration). Any legal texts provided to the client are merely to be understood as samples/placeholders and are to be checked by the client on their own responsibility if necessary.
(9) SINEOS shall be entitled to advertise on the Internet and social media using the Client's current company logo.
(10) Any licenses required for the use of third-party services shall always be borne by the Client and, unless expressly agreed otherwise, shall not be included in the remuneration agreed with SINEOS.
The contract between SINEOS and the Client may be concluded by telephone, in writing or in text form.
(1) The services of SINEOS GmbH are generally subject to service contract law. Insofar as an agreed service is, by law, predominantly subject to the law on contracts for work and services and is therefore subject to acceptance, the following paragraphs 2-6 shall only apply in relation to these services.
(2) SINEOS may demand acceptance of the partial service from the Client after completion of the respective partial service and additionally an overall acceptance of all services after completion of all adaptation services.
(3) The acceptance of the services shall require a functional test by the Client. The functional test has been carried out successfully if the customization services meet the agreed requirements.
(4) If the functional test is carried out successfully, acceptance shall be declared immediately. SINEOS may request partial or complete acceptance from the Client by setting a deadline of one week. It shall be deemed accepted upon expiry of the deadline if the Client has not declared to SINEOS in writing which defects still need to be rectified. The Client shall prepare a record of any defects and provide it to SINEOS. The transmission risk lies with the customer.
(5) In the event of a significant defect, SINEOS shall be entitled to rectify the defect twice within a reasonable period to be set by the Client.
(6) The (partial) service of SINEOS GmbH to be accepted shall also be deemed to have been accepted if the Client does not declare acceptance of the respective (partial) service in writing within 7 working days at the request of AB.
(1) Care and maintenance work for web stores created by SINEOS GmbH shall include maintenance, repair and troubleshooting. No success is owed in this respect. All work shall be carried out exclusively by means of remote and computer access by SINEOS.
(2) The Client shall provide SINEOS with all access and passwords required for maintenance and servicing work upon first request. The same shall apply to any other cooperation required.
(3) The costs for care and maintenance work on a web store created for the Client by SINEOS shall not be included in the agreed flat rate for the creation of the web store.
(1) SINEOS has no influence on a specific ranking of the customer for certain keywords / keyword combinations within internet search engines such as Google. Their algorithms are secret and are constantly being further developed by the operators.
(2) Within the scope of online marketing measures by SINEOS, the achievement of a certain success, in particular the achievement of certain key figures or turnover limits, shall not be owed.
(1) The prices stated and communicated to SINEOS GmbH are binding. The communicated prices are net prices plus statutory value added tax.
(2) Contractually agreed remuneration shall be due 7 days after invoicing by SINEOS, without the need for a further request/reminder from the client. In the event of late payment, SINEOS may charge reminder fees in accordance with § 288 para. 5 BGB.
(3) If SEPA direct debit is agreed, the Client shall provide SINEOS with a written SEPA direct debit mandate after conclusion of the contract. SINEOS shall provide such a mandate upon request.
(4) SINEOS shall issue the Client with a proper invoice showing the value added tax (if necessary through vicarious agents).
(5) In the event that agreed direct debits cannot be collected from the Client's account and a chargeback occurs, the Client shall be obliged to transfer the amount owed to SINEOS within three working days of the chargeback and to bear the costs caused by the chargeback.
(6) Offsetting against counterclaims shall only be mutually permissible if the respective other contractual partner has recognized the offsetting or if this has been legally established. The same applies to the exercise of a right of retention by one contracting party.
(1) The contract has an individually agreed minimum term between the parties. Premature termination is excluded. With regard to online marketing campaigns and maintenance and servicing work, the following shall apply: If the contract is not terminated at least four weeks before the expiry of the agreed minimum term, it shall be extended under the same conditions and for the same term.
(2) Any free termination rights during the term of the contract are excluded.
(3) Terminations must be made in writing to be effective.
(4) The right to extraordinary termination for good cause shall always remain unaffected.
(1) Deadlines for the provision of services by SINEOS shall not commence before the invoice amount has been received by SINEOS and the data required for the services has been received by SINEOS in full in accordance with the agreement or the necessary cooperation has been provided in full.
(2) If the Client is in arrears with due payments, SINEOS reserves the right not to perform further services until the outstanding amount has been settled.
(3) If the client is in arrears with at least two payments due to SINEOS in the case of payment in installments, SINEOS shall be entitled to terminate the contract extraordinarily and discontinue the services. If necessary, SINEOS shall assert the entire remuneration due by the next ordinary termination date as compensation.
(1) SINEOS shall perform the agreed services in accordance with the offer with the necessary care. SINEOS shall be entitled to use the assistance of third parties without restriction.
(2) If SINEOS is prevented from providing the agreed services and the reasons for the hindrance originate from the sphere of the client, the claim for remuneration of SINEOS GmbH shall remain unaffected.
The customer must ensure the usual behavior of a fair businessman towards us. We reserve the right to prosecute under civil law any unlawful and/or improper or unfounded statements about our company and our services, whether by customers, competitors or other third parties, in particular untrue factual claims and abusive criticism, and also to bring criminal charges without prior notice.
The Client warrants that work materials provided to SINEOS (e.g. photos, texts, videos) are free of third party rights or that the authorizations required for the purposes of the main contract have been obtained. In this respect, the Client shall indemnify SINEOS against any claims by third parties.
(1) The client shall receive a simple and non-transferable right of use in relation to the work and service results created and made available to SINEOS GmbH. Performance and work results within the meaning of the underlying contract are all work or services or parts thereof that SINEOS GmbH has created for the Client.
(2) Paragraph 1 shall apply exclusively subject to the proviso that the Client has paid the remuneration due to SINEOS under the main contract in full.
(3) If payment in installments has been agreed, the right of use named in paragraph 1 shall only be transferred to SINEOS upon full payment of the last installment, unless otherwise agreed individually.
(4) The transfer of work and service results to third parties (including affiliated companies) shall be excluded. The same shall apply to processing in accordance with § 23 UrhG.
A right of revocation for entrepreneurs within the meaning of § 14 BGB and merchants in accordance with the German Commercial Code (HGB) shall neither exist by law nor shall such a right be granted to SINEOS GmbH in any other way.
(1) SINEOS shall only be liable for damages - irrespective of the legal grounds - for intent and gross negligence. In the event of simple negligence, SINEOS shall only be liable
a) for damages resulting from injury to life, limb or health,
b) for damages resulting from the breach of a material contractual obligation (obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, liability shall be limited to compensation for foreseeable, typically occurring damages.
(2) Within the limits of paragraph 1, SINEOS shall not be liable for loss of data and programs. Liability for data loss shall be limited to the amount of the typical restoration costs that would have been incurred if backup copies had been made regularly and in accordance with the risks involved. Liability under the Product Liability Act remains unaffected at all times, as does liability for the assumption of a guarantee.
The SINEOS Contao Search Pro user licenses are software subscriptions with an annual term. These are due at the beginning and always run for one year. We use Paddle to process these transactions. Paddle is a merchant that provides a payment infrastructure for thousands of software companies around the world. The software subscriptions can be canceled on a monthly basis. You can do this in your customer account with just a few clicks.
(1) Deviations from these GTC are only effective if they have been agreed in writing. Individual agreements made with the customer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GTC. A written contract or the written confirmation of SINEOS GmbH shall be decisive for the content of such agreements.
(2) The entire contractual relationship between SINEOS and the customer shall be subject to German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
(3) The place of fulfillment is the registered office of SINEOS GmbH. The exclusive commercial place of jurisdiction is the registered office of SINEOS GmbH.
(4) Should one or more provisions of the contract be or become invalid or unenforceable for factual or legal reasons, this shall not affect the validity of the remaining contractual provisions. SINEOS and the Client shall be obliged to replace the invalid or unenforceable provision with a valid provision that comes as close as possible to the economic intent of the invalid or unenforceable provision.
GTC as at: 01.06.2023
