General Terms and Conditions

§ 1 General

a.) Scope of application

Unless expressly agreed otherwise, all contracts concluded with Thorit GmbH, Margret-Fusbahn-Straße 3, 71063 Sindelfingen (hereinafter: Thorit GmbH) are subject to the following terms and conditions.

In the event of amendments to the General Terms and Conditions, Thorit GmbH will only accept further orders from the customer in accordance with the amended terms and conditions. Conflicting general terms and conditions of the customer shall not apply.

b) Contractual agreement

The contract language is German. Customers within the meaning of these General Terms and Conditions are exclusively entrepreneurs within the meaning of § 14 BGB (German Civil Code). By placing an order, but at the latest from the start of the project, the customer accepts the following terms and conditions.

c) Conclusion of contract

The contract is concluded individually by written offer and acceptance. Collateral agreements, assurances and other agreements made before or when placing a written order must be made in writing to be effective. Unless otherwise agreed, the customer shall receive a non-binding offer from Thorit GmbH in response to its inquiry. The customer may accept this offer within the period specified in the offer.

The contract is concluded upon acceptance. Assurances, collateral agreements, amendments and supplements to the contract must be made in writing to be effective. The written form requirement in this respect can only be waived in writing. Thorit GmbH does not store the text of the contract separately, but the content of the contract results individually from the agreement made in each case

d) Subsequent amendment of the terms and conditions

Thorit GmbH is entitled to subsequently amend and supplement the General Terms and Conditions in relation to existing business relationships, insofar as they relate to the supplementation of gaps or the elimination of subsequently occurring significant imbalances between performance and consideration. In addition, Thorit GmbH is entitled to amend the General Terms and Conditions with a notice period of six weeks in advance.

The customer will be notified of the change by e-mail or in writing. It shall be deemed approved if the customer does not object by email or in writing within a period of six weeks after notification of the amendment. Thorit GmbH will expressly point out the effect of the customer's silence when announcing the change. If the customer objects in due time, both Thorit GmbH and the customer may terminate the contractual relationship extraordinarily.

§ 2 Service description

a) General

Thorit GmbH is active in the area of digital marketing, web and software development and branding and design for its clients.

b) Provision of services

Thorit GmbH is entitled to have the contract or parts of the contract fulfilled by third parties. These third parties do not thereby become contractual partners of the customer. Excluded from this are services ordered by Thorit GmbH on behalf of the customer from domain and hosting providers, email service providers, providers of telecommunication and internet services (so-called providers) or providers of other services that are associated with ongoing costs. These services are to be obtained by the customer in his own name.

c) Delays in performance

Thorit GmbH is not responsible for delays in delivery and performance due to force majeure and due to extraordinary and unforeseeable events, which cannot be prevented by Thorit GmbH even with the utmost care (this includes, in particular, strikes, official or court orders and cases of incorrect or improper self-supply despite a covering transaction to that effect). They entitle Thorit GmbH to postpone the delivery by a reasonable period of time.

d) Withdrawal

In the event of non-availability for the aforementioned reasons, Thorit GmbH may withdraw from the contract. Thorit GmbH undertakes to immediately inform the customer about the non-availability and to immediately reimburse any payments already made.

e) Time of performance

The time of performance results from the specific offer.

If the service offered is determined by a monthly quota of hours or services, it is possible to transfer the quota to the following month if it is not fully utilized in the current month. The entitlement to a transfer of hours is limited exclusively to the following month. The hours quota expires if the quota has not been exhausted in the following month either.

f) Obligation to provide evidence and confidentiality

Due to internal trade secrets and exclusive knowledge, Thorit GmbH does not owe the customer any obligation to provide evidence with regard to the measures implemented and used. Thorit GmbH will only use the access data transmitted by the customer within the scope of the execution of the contract for the execution of the contract and will not disclose this data.

§ 3 Payment

a) Prices

All prices are exclusive of value added tax. Unless otherwise agreed, the customer must make a down payment of 50% to Thorit GmbH after conclusion of the contract. The exact payment modalities can be found in the offer.

b) Default of payment

The customer is in default of payment if the payment is not received by Thorit GmbH within two weeks after receipt of the invoice. In the event of late payment, interest of 9 percentage points above the prime rate of the European Central Bank will be charged. Should the customer be in default of payment, Thorit GmbH reserves the right to charge reminder fees in the amount of EUR 2.50. Thorit GmbH reserves the right to claim further damages.

The customer has the option to prove that Thorit GmbH has incurred no or less damage.

c) Right of retention

The customer is only entitled to assert a right of retention for such counterclaims that are due and are based on the same legal relationship as the customer's obligation.

d) SEPA payments and pre-notification

Invoices can be paid via the SEPA direct debit procedure. For this purpose, the customer shall grant Thorit GmbH a corresponding mandate (SEPA basic mandate or, if possible, a SEPA company mandate). If invoices from deliveries and services are paid via the SEPA Core Direct Debit Scheme / SEPA Business-to-Business Direct Debit Scheme, the customer shall receive advance notification of the direct debit collection. The period for pre-notification is reduced to 1 day for B2B SEPA direct debits. For CORE, the standard direct debit, the period is reduced to 5 days for a first direct debit (FRST)/one-off direct debit (OOFF) and to 2 days for a recurring direct debit (RCUR). The customer guarantees to ensure that the account is covered. Costs incurred due to non-payment or chargeback of the direct debit shall be borne by the customer as long as the non-payment or chargeback was not caused by Thorit GmbH.

§ 4 Responsibility of the customer

a) Customer data, rights of third parties and indemnification of Thorit GmbH

The customer is solely responsible for the content and correctness of the transmitted data and information in a customer order. The customer also undertakes not to transmit any data whose content violates the rights of third parties or infringes existing laws (e.g. but not limited to: data protection regulations, personal rights, trademark rights, name rights, other trademark rights or copyrights). By transferring data to Thorit GmbH, the customer confirms that it has complied with all legal provisions. The customer shall indemnify Thorit GmbH from all claims of third parties, in particular in connection with the transmission, processing and utilization of the data, information and other work bases transmitted by the customer. This also includes the reimbursement of costs for necessary legal representation.

b) Data backup

The customer is jointly responsible for backing up the information transmitted. The customer must carry out its own data backup. Thorit GmbH cannot be held responsible for the loss of information sent by the customer, as Thorit GmbH does not assume any general data backup guarantee.

c) Duty to cooperate

The customer is obliged to provide the cooperation required for the contract so that Thorit GmbH can perform the contractual service. The customer acknowledges the necessity to cooperate in its commissioned work to the extent that it provides the information and materials required for the fulfillment of the order without delay.

If the customer fails to fulfill a necessary obligation to cooperate even after Thorit GmbH has requested it to do so and has granted it a reasonable period of time to fulfill the obligation, which has expired without success, Thorit GmbH is entitled to demand reasonable compensation and/or to terminate the contract extraordinarily.

The amount of the compensation shall be determined on the one hand according to the duration of the delay and the amount of the agreed remuneration, and on the other hand according to what Thorit GmbH saves in expenses as a result of the delay or can acquire through other use of its labor.

d) Confidentiality

The customer is obliged to keep secret all business and trade secrets disclosed and/or becoming known to it by Thorit GmbH during the performance of the contract.

e) Obligation

The customer warrants that it does not intend any illegal or immoral activities with the service to be rendered by Thorit GmbH.

§ 5 Right of retention

Thorit GmbH reserves the right to withhold the access rights granted by the customer for the same order in the event of outstanding, due payments until the invoices have been settled.

§ 6 Liability

a) Thorit GmbH guarantees the execution of the work with the usual care and on the basis of the state of the art and technology known to it.

b) Exclusion of liability

Thorit GmbH is liable without limitation in accordance with the statutory provisions only for damages that are based on a grossly negligent or intentional breach of duty by Thorit GmbH or its vicarious agents, as well as for damages that are based on intentional or grossly negligent breaches of contract and fraudulent intent. Liability is limited to the amount of the order sum; liability for consequential damage and financial loss (e.g. loss of profit) is excluded. Irrespective of this, it shall always be liable for damage to life and health and claims under the Product Liability Act for which it is responsible. In all other respects, the statutory provisions shall apply.

§7 Copyright and rights of use

a) Rights of use and scope of use

By paying for the services rendered by Thorit GmbH, the customer merely secures the rights of use to the service product for the duration of the contract, but does not acquire any property rights or copyrights to it. Without the express consent of Thorit GmbH, the customer is not entitled to transfer the rights of use granted by Thorit GmbH to third parties against payment or free of charge or to pass them on to third parties in any other way.

b) Processing by third parties is not permitted without the consent of Thorit GmbH.

c) The above also applies to interim results.

b) Backup copies

The customer is entitled to make and store backup copies of the work created by Thorit GmbH on its behalf for its own use only.

c) Copyright notices

Without a separate agreement, the client is not permitted under any circumstances to remove or change copyright texts, author's notes or comparable copyright designations of Thorit GmbH on the work and works.

§ 8 Term and termination

The term and termination of the respective contract result from the specific offer. Unless otherwise agreed in the offer, contracts are automatically extended by the respective contract term.

§ 9 Usability of the services - further development of the service / availability

Thorit GmbH endeavors to adapt its services to current technical developments. It therefore reserves the right to make changes to the agreed services, insofar as such changes do not impair the core services and are reasonable for the contractual partner, taking into account its interests. Thorit GmbH is also entitled to interrupt the website operation partially or completely for the purpose of updating and maintenance within a reasonable scope. Furthermore, Thorit GmbH does not guarantee the availability of the offered services at all times and does not guarantee that the offered services or parts thereof can be made available and used from any location.

§ 10 Mention by references

Thorit GmbH has the right to publish the customer on its own reference list on the website or other advertising materials, mentioning the company name and the company logo, as well as screenshots of the website and changes in visibility trends and other KPIs that serve to illustrate the success. There is no obligation to be included in the reference list.

§ 11 Liability

a) Exclusion of liability

Thorit GmbH and its legal representatives and vicarious agents are only liable for intent. Only if essential contractual obligations (i.e. obligations whose compliance is of particular importance for achieving the purpose of the contract) are affected shall liability also be assumed for gross or slight negligence. Liability shall be limited to the foreseeable damage typical of the contract.

b) Reservation of liability

The above exclusion of liability does not apply to liability for damages resulting from injury to life, limb or health. The provisions of the Product Liability Act also remain unaffected by the exclusion of liability.

c) Data backup

Thorit GmbH carries out effective data backups as part of the provision of services, but does not assume any general data backup guarantee for the data transmitted by the user. The user is also responsible for creating appropriate backups of his data at regular intervals in order to prevent data loss. Thorit GmbH shall exercise reasonable care in the provision of the agreed service and shall provide the data backup with the necessary expertise. However, Thorit GmbH does not guarantee that the stored contents or data accessed by the user will not be accidentally damaged or falsified, lost or partially removed.

§ 12 Final provisions

a) Place of jurisdiction

The exclusive place of jurisdiction for all legal disputes between Thorit GmbH and the customer arising from the contractual relationship shall be the registered office of Thorit GmbH in Sindelfingen, if the customer is a merchant, a legal entity under public law or a special fund under public law or if the customer has no place of jurisdiction in the Federal Republic of Germany.

b) Choice of law

German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

c.) Severability clause

The invalidity of individual provisions shall not affect the validity of the remaining General Terms and Conditions.