General Terms and Conditions

For the provision of services by solyd GmbH, Flinger Broich, 18, 40235 Düsseldorf, Email: [email protected] (hereinafter referred to as the "Contractor") to its customers (hereinafter referred to as the "Client").

1. General

1.1 These General Terms and Conditions (GTC) for the provision of services apply to contracts concluded between the Client and the Contractor, including these GTC.

1.2 The Contractor does not enter into contracts with consumers or private individuals.

1.3 In addition to these GTC, if other contract documents or terms and conditions in text or written form have become part of the contract, the provisions of these additional contract documents shall prevail in case of any contradiction to these GTC.

1.4 The Contractor does not recognize any terms and conditions that deviate from these terms and conditions and are used by the Client, except with explicit consent.

2. Subject of Contract and Scope of Services

2.1 The Contractor, as an independent contractor, provides the following services to the Client:

Development and operation of software applications to optimize the conversion rate in e-commerce.

2.2 The specific scope of services is subject to individual agreements between the Contractor and the Client.

2.3 The Contractor provides the contractual services with the utmost care and diligence according to the latest standards, rules, and knowledge.

2.4 The Contractor is obligated to provide the services as contractually required. However, during the performance of their activities, the Contractor is not subject to any instructions regarding the manner of providing services, the place of service delivery, or the time of service delivery. The scheduling of workdays and time allocation on these days will be determined by the Contractor in a way that optimizes efficiency in their activities and the realization of the contract's objectives. The provision of services by the Contractor will be carried out in coordination with the Client.

3. Client's Obligations to Cooperate

It is the Client's responsibility to provide complete and accurate information, data, and other content necessary for the performance. The Contractor is not responsible for delays and disruptions in service delivery that result from the Client's late or necessary assistance; the provisions under the "Liability/Indemnification" heading are unaffected.

4. Remuneration

4.1 The remuneration is agreed upon individually.

4.2 The remuneration is to be paid after the provision of the services. If the remuneration is based on periods of time, it is to be paid at the end of each time period (§ 614 BGB). In the case of billing based on expenses, the Contractor is entitled, unless otherwise agreed, to invoice the services provided on a monthly basis.

4.3 The Contractor will invoice the Client by mail or email (e.g., as a PDF) after the services have been rendered. The remuneration is due for payment within 14 days of receiving the invoice.

5. Liability/Indemnification

5.1 The Contractor is liable without restriction for any reason in cases of intent or gross negligence, for intentional or negligent violation of life, body, or health, due to a warranty promise, unless otherwise regulated, or due to mandatory liability. If the Contractor negligently violates a significant contractual obligation, liability is limited to the typical, foreseeable damage, unless unlimited liability is provided according to the preceding sentence. Significant contractual obligations are obligations that the contract imposes on the Contractor for the achievement of the contract's purpose, whose fulfillment enables the proper execution of the contract in the first place and on which the Client regularly relies. In all other respects, the Contractor's liability is excluded. The above liability provisions also apply to the Contractor's liability for their vicarious agents and legal representatives.

5.2 The Client indemnifies the Contractor from any claims by third parties made against the Contractor due to the Client's violations of these contractual terms or applicable law.

6. Duration of Contract and Termination

6.1 The duration of the contract and the notice periods for ordinary termination are agreed upon individually by the parties.

6.2 The right of both parties to terminate the contract without notice for good cause remains unaffected.

6.3 After the termination of the contract, the Contractor shall promptly return or destroy all documents and content provided to them at the choice of the Client. Any right of retention is excluded. Electronic data shall be completely deleted. Excluded from this are documents and data subject to a longer statutory retention period, but only until the end of the respective retention period. The Contractor shall confirm the deletion in writing upon the Client's request.

7. Confidentiality and Data Protection

7.1 The Contractor shall treat all information related to the contract as strictly confidential. The Contractor undertakes to impose the obligation of confidentiality on all employees and/or third parties who have access to the contractual information. The duty of confidentiality shall apply indefinitely beyond the duration of this contract.

7.2 The Contractor undertakes to comply with all data protection regulations, in particular the provisions of the General Data Protection Regulation and the Federal Data Protection Act, when performing the contract.

8. Final Provisions

8.1 German law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG), shall apply.

8.2 If a provision of these GTC is or becomes invalid, the validity of the GTC as a whole shall not be affected.

8.3 The Client shall support the Contractor in the performance of their contractual services by taking appropriate cooperative actions as necessary. In particular, the Client shall provide the Contractor with the information and data required to fulfill the order.

8.4 If the Client is a merchant, a legal entity under public law, or a special fund under public law, or has no general place of jurisdiction in Germany, the parties agree to the Contractor's registered office as the exclusive place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction remain unaffected.

8.5 The Contractor is entitled to change these GTC for substantiated reasons (e.g., changes in case law, legal situation, market conditions, or business or corporate strategy) and with reasonable notice. Existing customers will be notified by email at least two weeks before the changes take effect. If the existing customer does not object within the period specified in the notification of changes, their consent to the changes is deemed to have been given. If they object, the changes will not take effect. In this case, the Contractor is entitled to terminate the contract with effect from the date the changes take effect. The notice of the intended changes to these GTC will highlight the deadline and the consequences of objection or non-objection.