Last updated: 02/03/2024
1.1. echogrid services is an offer of Formel S Labs UG, Rheinsberger Str. 76/77, 10115 Berlin, Germany (hereinafter referred to as the "Company"). The Company provides B2B lead generation services in accordance with generally accepted industry standards in the field of advertising and marketing. These General Terms and Conditions (GTC) in the version valid at the time of conclusion of the contract shall apply exclusively to all terms and conditions between the Company and its customers (hereinafter referred to as the "Client"). Deviating terms and conditions shall only apply if the Company expressly agrees to their validity in text form (by letter or e-mail).
1.2. The specific objective of the contract and the performance obligations of the parties result from the company's individual service offer.
1.3. Unless expressly included in the company's offer, services that are not provided directly by the company are not part of the contractually agreed remuneration, but are to be paid separately by the client. These include the granting of rights to third-party content (e.g. stock material, software costs), legal checks, translations and other comparable third-party services, as well as unforeseen travel expenses when preparing an offer.
1.4. The company is entitled to employ vicarious agents for the fulfillment of the contract at its own discretion, without there being a corresponding obligation to inform the client of this.
1.5. These General Terms & Conditions apply exclusively to contracts with companies within the meaning of § 14 BGB (German Civil Code).
2.1. The company's service offers are non-binding, which means that the price and execution of the services offered may change.
2.2. Insofar as the company communicates the conditions for an order, this therefore does not constitute a legally binding offer. Only if the client agrees to the company's conditions does this constitute an offer by the client to conclude a contract.
2.3. A contract is therefore only concluded upon acceptance by the company. This can be done either by post or by e-mail.
3.1. The client shall provide the company with the content required to create the service in digital form. The company is not obliged to check the content provided by the client for correctness, in particular with regard to whether it is suitable for achieving the purpose pursued with the subject matter of the contract. Furthermore, the company is not responsible for any content provided by the client within the scope of the contract and the initiation of the contract. In particular, the company is not obliged to check the content for possible legal infringements (e.g. trademark rights, copyrights and other property rights); this is an obligation of the client.
3.2. The company endeavors to delete advertising content immediately if there are indications that it is unlawful or infringes the rights of third parties. Indications of illegality or infringement of rights exist in particular if authorities or other third parties take measures of any kind against partners, providers and/or the company and these measures are based on the accusation of illegality or infringement of rights by the advertising content.
3.3. Should third parties assert claims against the company due to possible legal infringements resulting from the client's content, the client undertakes to indemnify the company against any liability and to reimburse the company for the costs incurred by the company due to the possible legal infringement.
3.4. The client undertakes to poach employees of the company or have them poached by third parties during the term of the contract until twelve months after termination of the contract. In the event of non-compliance, a contractual penalty amounting to three times the average gross salary of the poached employee shall be paid to the company.
4.1. The ordinary contract term is determined by the individual contract between the parties.
4.2. For contracts with a fixed term, ordinary termination is possible for both contracting parties with a notice period of three months to the end of the agreed term. Otherwise, the contract will be extended again for the duration of the agreed contract term.
4.3. After termination of the contract, the client must back up its data independently. The transfer of the content and data stored by the client on the computer storage space to a data carrier or by electronic transmission is not an obligation of the company and must therefore be agreed separately.
4.4. In the event of extraordinary termination by one of the contracting parties, the Company shall be entitled to demand the costs incurred for the delivery of the content stored by the Client on the computer storage space to the Client from the Client concurrently with the return of the data.
4.5. The contract can only be terminated prematurely by either party for good cause without observing a notice period. Significant behavior in breach of contract, despite a warning, is considered good cause.
4.6. If the client terminates the contract prematurely for good cause for which the company is not responsible, the company shall be entitled to the full contractually agreed remuneration without deduction for any services and expenses saved.
4.7. If the client terminates the contract for good cause and if the company is responsible for this cause, the company shall only be entitled to the agreed remuneration for the part of the service provided up to that point.
5.1. The amount of the remuneration (regardless of whether it is a lump sum, performance-based or hourly remuneration) results from the company's offer. The amounts quoted do not include statutory VAT (net price).
5.2. The company reserves the right to demand advance payments and/or partial payments after significant interim services have been achieved. Interim invoices are due for payment within 10 days.
5.3. Some parts of the services are billed on a subscription basis. Billing takes place in advance on a recurring and regular basis ("billing cycle"). The billing cycles are determined either on a monthly, quarterly or annual basis and are based on the specific subject matter of the contract and the services offered by the company.
5.4. In the event of a temporary project standstill for which the company is not responsible, the company reserves the right to demand partial payments for services rendered.
6.1. The client is obliged to accept the service provided if it meets the contractual requirements. Acceptance must be declared in writing (by email or in text form). If the acceptance is not made in writing within 14 days by the client despite being requested to do so and the service having been provided in accordance with the contract, and if no objections to the acceptance are raised in writing, the service shall be deemed to have been tacitly accepted.
6.2. During the completion phase, the Company is entitled to submit individual components of the work performed to the Client for partial acceptance. The client is obliged to partially accept the work provided that the work in question meets the contractual requirements.
6.3. The use of the contractual service by the client also constitutes a decommissioning acceptance.
6.4. If the client requests the company to place a website or other publicly viewable content online, the client warrants that it has first legally reviewed the entire site.
7.1. If the client commissions the company to register a domain, the client must ensure before placing the order that the domain does not infringe the rights of third parties and does not violate applicable law. The client assures that he has fulfilled this obligation and that this check has not revealed any indications of a legal infringement.
7.2. The company has no influence on the allocation of a domain by the respective registry. The company does not guarantee that the domain applied for by the client will be allocated and/or that the allocated domain is free of third-party rights and/or will be permanently valid. The Company's information as to whether a particular domain can be registered is provided by the Provider on the basis of information from third parties and relates only to the time at which the Provider obtains the information.
8.1. The company shall transfer to the client the exclusive right to use the contractual service without restriction in terms of time, space and content. Further rights of use of documents produced in connection with the contractual service, such as print documents, drawings, graphics, images, sound and/or image recordings, software data, etc., including drafts, shall only be transferred to the client if expressly agreed.
8.2. The right of use granted by the company includes the right to modify and transfer to third parties.
8.3. The company does not waive the right to be named as part of the granting of rights, unless expressly stated otherwise (§ 13 UrhG).
8.4. The rights of use shall not be granted until the agreed remuneration has been paid in full.
8.5. The company reserves the right to use the service provided as a reference, naming the client with its company logo.
9.1. Subject to the following provisions, the company shall only be liable - for whatever reason - for damages caused by intentional or grossly negligent conduct on the part of the company, its representatives or vicarious agents.
9.2. Within the scope of liability for damages attributable to gross negligence on the part of the company, liability shall be limited to such damages as can and must typically be expected to occur within the scope of this agreement.
9.3. The company shall only be liable for damage caused neither intentionally nor through gross negligence on the part of the company if it is a breach of an essential obligation within the scope of the order (cardinal obligation). Beyond this, liability for negligent behavior is excluded. An obligation is deemed to be material if it is of particular, outstanding importance for the execution of the order and the client may rely on compliance with the obligation to a particular degree.
9.4. Liability under clause 9.3 shall be limited to the sum of one month's remuneration for the Company or to the portion of the invoice to be invoiced in accordance with the relevant agreement between the parties.
9.5. The above limitation of liability also applies to the personal liability of the company's employees, representatives and bodies.
9.6. Furthermore, the company assumes no liability whatsoever that the target values defined together with the respective client as part of a campaign, which are rather to be understood as guidelines for measuring the success of a campaign, are actually achieved.
9.7. The limitation period for the client's warranty claims is 12 months.
10.1. All information that becomes known to the company in the course of its cooperation with the client will be treated as strictly confidential and will only be passed on to third parties if this is necessary for the fulfillment of the order.
10.2. In return, the client undertakes to treat all information concerning the company that becomes accessible to him during the collaboration as strictly confidential, unless disclosure to third parties has been agreed in advance. This agreement shall also apply beyond the duration of the cooperation.
11.1. The Company is entitled to amend these General Terms and Conditions (GTC). The amendment shall only be made if there are valid and objective reasons and if it will not disturb the contractual balance between the client and the company. Such reasons may be, for example, legal and technical changes, experience with customer behavior or unintended gaps in the clauses. Changes will be communicated to the client by email.
11.2. The client is entitled to object to the changes. In the event of an objection, the company reserves the right to terminate the existing contractual relationship with immediate effect.
11.3. The changes shall be deemed accepted and binding if the client has not expressly objected to the changes within 14 days.
12.1. The Client may only transfer claims against the Company to third parties with the Company's written consent.
12.2. The client may only offset undisputed or legally established claims.
12.3. Amendments and supplements to these General Terms and Conditions (GTC) must be made in writing. This also applies to the amendment or revocation of this clause.
13.1. The place of jurisdiction and place of fulfillment shall be Berlin, insofar as this is legally permissible.
13.2. German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
13.3. The contract language is German.
14.1. Should one or more of the provisions of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions. The parties are obliged to replace the invalid provision with a valid provision that best achieves the contractually intended result.