§ 1 Area of Application
These General Terms and Conditions are a component of all contracts for products and services from wlw (hereinafter “wlw services”) between you and Wer liefert was? GmbH (hereinafter “we,” “us” or “wlw”) and constitute the sole basis of the contract. Conflicting terms and conditions do not apply even if we have not expressly rejected them and execute your order without reservation.
By placing an order, you at the same time assure that you are not a consumer but a company and merchant within the meaning of the German Commercial Code (HGB).
§ 2 Definitions and Subject Matters
The content of your order for inclusion of your company profile in our suppliers search results from the information provided by you in your customer area on our website and the selected services based on our brochures as amended and constitutes your main order. Design and sorting of your company profile is determined according to the relevant specifications and preferences in your customer area, unless otherwise agreed. We reserve the right to make changes to these specifications and settings during a current order. These do not entitle the customer to any reduction, withdrawal, or termination. As part of the contracted scope of services you can always make changes to the content of your company profile.
§ 3 Placement of orders and terms
You can place orders with us in writing, electronically or by telephone. The execution of the order starts at the date of your choice, regardless of whether the data to be provided or maintained by you is complete or accurate. All orders are standing orders, unless otherwise agreed, and will be extended as such by 12 months if not terminated with a notice period of three months (in detail here) to the end of the minimum contract term or to the end of one of the respective 12-month extension periods. The additional orders “Traffic Booster” and “Retargeting” can be terminated with a notice period of one month to the end of the minimum contract term; after this deadline has passed, the notice period is one month to the end of the month.
The termination of the main contract (service package) also terminates existing additional orders “Top Ranking”, “wlw D-A-CH” and “etracker”. All cancellations must be made in paper form. If during the contract term you order additional services as standing orders, these additional orders initially run until the start of the next renewal period of the main contract. Thereafter, the extension periods and notice periods which apply to the main contract will apply to the additional orders equally.
§ 4 Quality Assurance
We are entitled to correct possible errors detected in your company profile and make sensible improvements in the context of quality assurance, without our being obliged to do so. You can revoke this permission at any time in writing and have any corrections and additions reversed or deleted.
§ 5 Tracking
For services which include technology from etracker GmbH under the name “etracker,” the respective General Terms and Conditions of etracker GmbH apply additionally and are currently available at www.etracker.com/de/agb.html.
§ 6 Our Contractual Obligations
Our obligation is to provide server space for the presentation of your company profile during the contract period and to ensure the visibility of your company profile in our search engine. Furthermore, we will strive, without being obliged to do so, to supplement your company profile with recourse to images and information available on your website within technical and reasonable feasibility or to place and advertise this material in whole or in part on third-party websites, social networks, and other forms of use and media. Specific content or graphic quality of your company profile is not part of the contract. Proof of publication can be provided through current screen prints or reproduction of dated and time-stamped files from our internal backup system.
§ 7 Your Contractual Obligations
To use your customer area, you are provided access data consisting of username and password. Keep your password confidential and do not share it with unauthorized third parties. If you have the impression that an unauthorized person has obtained your password, you are required to change your password immediately.
You shall be liable under general law for the content and data of your company profile as well as for ensuring that all files you provide are free of viruses.
You may not post any illegal, immoral, abusive, threatening, violence-glorifying, racist, sexually explicit content, or link to content which may violate religious feelings or denigrate persons with different political opinions or are likely to endanger children or young persons morally or negatively affect their well-being.
If we are sued for breach of any of these obligations, you will indemnify us from all claims of third parties on the first request.
If you violate any of these obligations, we are entitled to block your company profile and/or terminate the contract without notice. Moreover, we reserve the right to refuse to publish the content if it may constitute a violation of applicable laws, public order, morality, accepted principles of morality, or competition, trademark or advertising law. Any fees that have been paid will not be refunded in such cases. You are furthermore under obligation to identify any advertising content on your linked websites as such in the event that editorial and advertising contributions are mixed and to make it clear that you are responsible for the content of these websites.
§ 8 Payments and Maturity
Invoices are issued after acceptance of your order. We are entitled to issue invoices solely in electronic form. Payments are due immediately and in advance without deduction upon receipt of the invoice. If you are in arrears with payments, we are entitled to initiate judicial dunning or legal proceedings with regard to all owned sums at our discretion. Payment shall be deemed effected once we can actually dispose of the funds (for checks: the date of unconditional credit).
To obtain a balanced ratio of performance and reward even with long-term contracts, we reserve the right to increase the price for the use of wlw services once for each renewal period in order to adapt to higher production costs by up to five percent, or alternatively, in the amount of the consumer price index related to the month being invoiced.
In case of default, we charge interest according to § 288 II BGB (German Civil Code) and reserve the right to suspend some or all of the services provided.
If a check is not honored or payments are ceased, we can make the residual debt due immediately, even if the check was accepted. Returned direct debits result in immediate maturity of all existing claims against you and will be charged to you in the amount of the costs actually incurred by us, but at least EUR 10.00 for each invoice. A shortening of the advance information period to SEPA direct debit to one (1) day is hereby agreed. Offsetting is possible only with undisputed or legally established counterclaims. Only authorized representatives are entitled to collection.
§ 9 Disruption in Performance, Acceptance and Liability
Liability for brief, insignificant disruptions in accessibility of your company profile or disruptions which are beyond our control, or for any disadvantages from unauthorized use of your login information you are responsible for, is excluded. This also applies to any service disruptions during maintenance. They do not justify a reduction, termination or assertion of claims for compensation. Prerequisite for the elimination of faults and defects is a timely report. Claims for defects that are not communicated to us in writing within two weeks after they have first been noticed are excluded. Contractual services are considered as accepted once they are used, but no later than 10 days after they have been made available. Warranty services are primarily rendered with corrections. If such a correction finally fails after two unsuccessful attempts, you are entitled to a price reduction or extraordinary termination.
We are liable only for damages caused by gross negligence, willful misconduct or negligent breach of primary obligations by us or by our vicarious agents. The liability is in any case limited in amount to damage foreseeable at the time of conclusion of the contract and does not include cases of force majeure. The limitation period for defects in the performance of wlw, if these are not based on willful intent, is reduced to 12 months.
§ 10 Data Processing and Granting of Rights
By placing an order you agree to the processing, storage and use of the equipment necessary for order execution, invoicing, increasing the advertising impact of your company profile, technical support, and performance analysis of company profile data, user profiles, and related personal data involved.
In addition, you grant wlw the right to store, process, and make your logos and company or product-related images, moving pictures, and copy publicly accessible on any website and comparable, (including mobile), media and services, to the extent necessary.
Distribution to third parties not concerned with the purpose of the contract is excluded.
§ 11 Miscellaneous
The law of the Federal Republic of Germany applies. Place of performance and jurisdiction is the seat of wlw. We are entitled to sue Austrian customers at the court with jurisdiction in Vienna, Inner City, Swiss customers at the court of Baar, and alternatively at the place where the customer’s property is located. Any changes to these GTC, including the text form clause, must be made in writing. The invalidity of individual provisions will not affect the remaining effectiveness of the other provisions of these GTC.
Contact “Wer liefert was”
Wer liefert was? GmbH
Phone: +49 (0) 40 254 40-0
Fax: +49 (0) 40 254 40-100
VAT ID no.: DE263357612
Tax number: 48/763/02042
Commercial register: HRB Hamburg no. 106779
Managing Director: Peter F. Schmid
Wer liefert was? GmbH
Mariahilfer Strasse 34
+43 (0) 17431 528
Fax: +43 (0) 17431 527
Company register: FN 392239y Commercial Court Vienna
Tax number: 09 220/8594
Managing Director: Peter F. Schmid
Member of the Austrian Federal Economic Chamber
Wer liefert was? GmbH, Hamburg,
Telephone: +41 (0) 41 766 33 88
Fax: +41 (0) 41 766 33 77
General Terms and Conditions (GTC)
Last revised: June 30th, 2017