§ 1 Scope

(1) All services and offers from Apiron Agency GmbH are provided exclusively on the basis of these general terms and conditions. These are part of all contracts that Apiron Agency GmbH concludes with its contractual partners (hereinafter also referred to as “customer”) for the deliveries or services it offers. They also apply to all future deliveries, services or offers to the client, even if they are not agreed separately again.

(2) The terms and conditions of the customer or third parties do not apply, even if Apiron Agency GmbH does not separately object to their validity in individual cases. Even if Apiron Agency GmbH refers to a letter or an e-mail that contains or refers to the terms and conditions of the customer or a third party, this does not constitute agreement with the validity of those terms and conditions.

(3) The services and offers provided by Apiron Agency GmbH are aimed exclusively at entrepreneurs within the meaning of Section 14 BGB and at merchants (HGB).

§ 2 Services
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(1) Apiron Agency GmbH provides consulting and agency services in particular in the areas of online marketing, sales and process optimization, new customer acquisition, social media and SEO/SEA/Web Development. Unless otherwise expressly agreed in writing, Apiron Agency GmbH does not owe the customer the provision of a work or specific success, in particular not the placement and actual acquisition of new customers.
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(2) A legal review, in particular under competition, trademark, copyright, data protection and personality law, is expressly not the task of Apiron Agency GmbH. The same applies to the conduct and legal evaluation of trademark law searches and/or to the examination of the registrability of trademarks and designs/designs.
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(3) The customer must always provide the cooperation incumbent upon him in full and in due time upon first request from Apiron Agency GmbH. If the customer fails to cooperate and thus prevents the provision of services by Apiron Agency GmbH, Apiron Agency GmbH's claim for compensation remains unaffected.

(4) The customer is exclusively responsible for the legal compliance of any advertising campaigns (advertisements, websites, imprint, data protection declarations, etc.).

(5) We would like to point out that advertising platforms such as Google are entitled to stop/discontinue advertising campaigns at any time without giving reasons. Apiron Agency GmbH is not responsible for such a procedure. (6) With regard to the services to be provided by Apiron Agency GmbH to the customer, Apiron Agency GmbH is entitled to a performance determination right in accordance with Section 315 BGB with regard to the manner in which the services are provided.

(7) Apiron Agency GmbH is entitled to have services owed to the customer also provided by vicarious agents/subcontractors and third parties (e.g. search engine marketers, affiliate networks, partners, etc.). A corresponding order is made at the risk and expense of the customer. The parties commit themselves internally to
act as if the customer had commissioned the services directly from the third-party company. Apiron Agency GmbH's liability for the conduct of third parties who had to be involved as a result of the client's order from Apiron Agency GmbH is limited to Apiron Agency GmbH's own fault. In this case, Apiron Agency GmbH will, at the customer's request, all claims that Apiron Agency GmbH accrue against the third party against
assign the customer.

(8) Unless otherwise agreed, the agreed remuneration of Apiron Agency GmbH in relation to its consulting services does not include a budget for any advertising campaigns by the customer. This must be provided separately by the customer and, if necessary, paid directly to the platform operator.

(9) Apiron Agency GmbH does not guarantee a specific number of customer inquiries and no specific quality as part of the advertising campaigns launched for the customer. Unless otherwise agreed individually, incoming customer inquiries will not be required to pre-qualify.

(10) If, as part of its work for the customer, Apiron Agency GmbH. domains and funnels for
, unless otherwise agreed, these will be provided exclusively for the duration
provided for the contract period.

§ 3 Services subject to acceptance

(1) If, as an exception, a service provided by Apiron Agency GmbH is not primarily subject to service contract law but to work contract law, the following paragraphs 2-6 apply only with regard to these services.

(2) Apiron Agency GmbH may require the customer to accept the partial service after completion of the respective partial service and, after carrying out all adjustment services, an additional total acceptance of all services.

(3) Apiron Agency GmbH may request the customer to take part or complete acceptance by setting a deadline of one week. It is considered accepted upon expiry of the period if the customer has not explained in writing to Apiron Agency GmbH which defects still need to be remedied.

(4) If defects are identified during the functional test, Apiron Agency GmbH is entitled to further process and eliminate them.

(5) If there is a dispute between the parties as to whether there is a significant or minor defect in a work, an expert publicly appointed by a Chamber of Industry and Commerce must be heard before initiating a legal dispute.

(6) The (partial) service to be accepted by Apiron Agency GmbH is considered accepted even if, at the request of Apiron Agency GmbH, the customer does not agree in writing within 7 working days to accept the respective (partial) service.

§ 4 Conclusion of contracts

(1) The contract between Apiron Agency GmbH and the customer can be concluded by telephone, in writing or in text form. Legally binding offers from Apiron Agency GmbH can only be submitted by their managing directors or authorized signatories. Offers made by Apiron Agency GmbH without the explicit addition of the legal obligation are subject to change (invitatio ad offerendum). Plans and forecasts, in particular media plans, contain no assurances but are non-binding estimates.

(2) The contracting parties will set deadlines in writing as far as possible. Deadlines due to which a contracting party defaults without a reminder (binding deadlines) must always be set in writing and described as binding.

§ 5 Payments, Prices, Terms

(1) The prices stated and reported by Apiron Agency GmbH are binding. The divided prices are net plus statutory value added tax, if this is charged.

(2) Unless otherwise agreed in the contract, Apiron Agency GmbH invoices services provided monthly at the end of the month and invoices the agreed remuneration plus expenses and costs incurred in connection with the execution of the contract. Expenses and costs are calculated on a gross basis if the service is provided to the customer free of sales tax.

(3) Payment for the services provided by Apiron Agency GmbH is made no later than 8 days after the invoice has been issued. The remuneration for the services of Apiron Agency GmbH is generally due upon conclusion of the contract, unless the offer from Apiron Agency GmbH states otherwise. (SEPA) direct debit authorization granted to Apiron Agency GmbH is also valid for the further business relationship until further notice.

(4) If direct debit is agreed with Apiron Agency GmbH as a payment method, the customer must grant Apiron Agency GmbH a SEPA direct debit mandate. Please contact Apiron Agency GmbH for this.

(5) Apiron Agency GmbH issues the customer a proper invoice showing sales tax (if applicable) (through vicarious agents, if applicable).

(6) In the event that agreed direct debits cannot be withdrawn from the customer's account and a chargeback is made, the customer is obliged to transfer the amount owed to Apiron Agency GmbH within three working days of the chargeback and to assume the costs caused by the chargeback.

(7) The offsetting with counterclaims is only permitted if the other contractual partner has acknowledged the offsetting or this has been legally established. The same applies to the exercise of a right of withholding by a contracting party.

§ 6 Termination, term
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(1) The contract period agreed by the parties is considered to be firmly agreed. Early termination is excluded.

(2) With regard to the booking of online marketing measures and customer acquisition measures with Apiron Agency GmbH, the following applies: If the contractual relationship is not terminated at least 3 months before the end of the agreed term, it will be extended at the same term and the same conditions. However, a one-time setup/setup fee will not be charged again in the event of an extension.
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(3) Termination before the start of the contract is excluded.
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(4) Any free termination rights during the contract period are excluded.
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(5) Terminations must be made in writing to be effective.
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(6) The right to extraordinary termination for good cause always remains unaffected.

§ 7 Delay/Extraordinary termination

(1) Deadlines for the provision of services by Kohr Apiron Agency GmbH do not begin before the invoice amount has been received by Apiron Agency GmbH and, as agreed, the data necessary for the services has been completed by Apiron Agency GmbH or the necessary cooperation has been completed in full.

(2) If the customer is in default of payments due, Apiron Agency GmbH reserves the right not to perform further services until the outstanding amount has been settled.

(3) If, in the case of payment in installments, the customer is in default of at least two payments due to Apiron Agency GmbH, Apiron Agency GmbH is entitled to extraordinarily terminate the contract and discontinue the services. Apiron Agency GmbH will claim the entire remuneration, which is due by the next ordinary termination date, as compensation.

§ 8 Fulfilment

(1) Apiron Agency GmbH will perform the agreed services in accordance with the offer with the necessary care. Apiron Agency GmbH is entitled to make full use of the help of third parties for this purpose.

(2) If Apiron Agency GmbH is prevented from providing the agreed services and the impediments arise from the customer's sphere, Apiron Agency GmbH's claim for compensation remains unaffected.

§ 9 Customer's business
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(1) The customer assures that his business/range of services, for which Apiron Agency GmbH provides services in accordance with § 2 paragraph 1, does not violate legal regulations and/or common decency and that, in particular, data protection requirements are met. In particular, CUSTOMER assures that its range of services/its website does not violate copyright and/or competition law requirements or does not interfere with the rights of third parties. The customer assures that he is entitled to allow Apiron Agency GmbH to use the materials, advertising material, texts, graphics, photos, recordings, files, etc. provided in accordance with the order.

(2) In the event of incorrect insurance in accordance with Section 9 paragraph 1, the customer is obliged to indemnify Apiron Agency GmbH from all related third-party claims.

§ 10 Contact person

Contact persons are specified in the offer by Apiron Agency GmbH. They are responsible for the performance of services and their detailed design. On the part of Apiron Agency GmbH, the contact person is not authorized to make contract changes. The customer ensures that the contact person on the customer's side is in particular authorized to explain approvals and work approvals.

§ 11 Conduct and Consideration, Confidentiality

(1) The customer must guarantee the usual conduct of an honest contractual partner vis-à-vis Apiron Agency GmbH. Apiron Agency GmbH reserves the right to prosecute any illegal and/or improper or factual statement about Apiron Agency GmbH and its services, whether by customers, competitors or other third parties, in particular false statements of fact and abusive criticism, and also to file a criminal complaint without notice.

(2) As part of the contractual relationship with Apiron Agency GmbH, the customer must always treat other participants/customers and employees of Apiron Agency GmbH with respect. In the event of culpable violations, Apiron Agency GmbH is entitled, after a one-time advance warning, to temporarily or permanently block the customer's access to program and training content from Apiron Agency GmbH or to exclude the customer from participating in Apiron Agency GmbH seminars. In this case, the customer's contractual obligations towards Apiron Agency GmbH remain unaffected.

(3) The documents, files, information, knowledge and experience provided to the other contracting party (“information”) may only be used for the purposes of this contract and may not be made available to third parties if this information is marked as confidential. This does not apply if the information is intended to be made available to third parties or is already known to the third party. Third parties are not the assistants involved in the execution of the contractual relationship, such as freelancers, subcontractors, etc. In addition, the contracting parties agree to maintain confidentiality with regard to the content of this contract and the knowledge gained during its execution. The confidentiality obligation of this section continues for a period of 2 years after termination of the contractual relationship.

§ 12 Rights of use
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(1) With regard to booking online marketing measures/recruiting, the following applies: The customer receives a simple and non-transferable right to use the content created by Apiron Agency GmbH for the duration of the contract period.
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(2) With regard to booking via the creation of websites, the following applies: The customer receives a simple, permanent, temporally and spatially unlimited right of use (public access, reproduction). Unless expressly agreed, the customer is not entitled to transfer the processing right.

(3) Apiron Agency GmbH is not responsible for providing source code/source code.

(4) Paragraphs 1 and 2 apply exclusively subject to the full payment by the customer to Apiron Agency GmbH under the main contract.

(5) If payment by installments has been agreed, the right of use named in accordance with paragraph 1 is only transferred to Apiron Agency GmbH upon full payment of the last installment.

(6) The transfer of work and performance results to third parties (including affiliated companies)
is excluded. The same applies to processing in accordance with § 23 UrhG.

§ 13 Liability

(1) Apiron Agency GmbH is liable for damages — irrespective of the legal basis — only for intent and gross negligence. In the event of simple negligence, Apiron Agency GmbH is only liable

a) for damage resulting from injury to life, limb or health,

b) for damages resulting from the breach of an essential contractual obligation (obligation whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner regularly trusts and may rely); in this case, however, liability is limited to compensation for the foreseeable, typically occurring damage.

(2) Within the limits set out in paragraph 1, Apiron Agency GmbH is not liable for data and program losses. The amount of liability for loss of data is limited to the typical recovery costs that would have occurred if backup copies were made regularly and in accordance with risk. Liability under the Product Liability Act always remains unaffected, as is liability for the assumption of a guarantee.

(3) The customer guarantees that work materials provided to Apiron Agency GmbH (e.g. photos) are free from third-party rights or that the permits required for the purposes of the main contract have been obtained. In this respect, the customer releases Apiron Agency GmbH from any claims made by third parties.

§ 14 Right of Withdrawal

By law, entrepreneurs and merchants have no right of withdrawal for contracts concluded by telephone. Apiron Agency GmbH also does not grant this on a contractual basis.

§ 15 Data Protection and Data Security

(1) When transmitting personal data to Apiron Agency GmbH, the customer assures that he complies with the provisions of the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG).

(2) If Apiron Agency GmbH is to process data on behalf of the customer (order processing), a separate agreement (in writing) will be concluded between the parties.

Section 16 Prohibition of solicitation

The customer undertakes not to poach employees from Apiron Agency GmbH during the period of cooperation between the parties and for a period of one year thereafter. For each case of culpable infringement, the customer undertakes to pay Apiron Agency GmbH an appropriate contractual penalty, the amount of which is to be set by Apiron Agency GmbH at its reasonable discretion and, in the event of a dispute, to be reviewed by the competent court.

§ 17 Final Provisions

(1) Deviations from these terms and conditions are only effective if agreed in writing. Individual agreements made with the customer in individual cases, including ancillary agreements, additions and amendments) have priority over these terms and conditions in any case. A written contract or written confirmation from Apiron Agency GmbH is decisive for the content of such agreements.

(2) The laws of the Federal Republic of Germany apply exclusively. The place of fulfilment is the headquarters of Apiron Agency GmbH. The sole place of commercial jurisdiction is the headquarters of Apiron Agency GmbH (currently Munich, Germany).

(3) Should one or more provisions of these general terms and conditions be or become invalid or unenforceable for factual or legal reasons, this shall not affect the effectiveness of the remaining contractual provisions. Apiron Agency GmbH and the customer are obliged to replace the invalid or unenforceable provision with a valid provision that comes closest to the economic intent.

Terms and conditions Status: 27.02.2023 © Reproduction prohibited