Terms and Conditions

Terms and Conditions

Terms and Conditions of Webconomy Internet Commerce GmbH

Valid from 01.01. 2010

I.      Area of Application

(1)  The present terms and conditions are part of all contracts between Webconomy GmbH (Webconomy) and Clients (C). (Contract and contracts).

(2)  The terms and conditions apply exclusively. Terms differing from the terms and conditions introduced by the C are only valid if approved by Webconomy in written form.

II.     Offer and contract conclusion

(1)  All offers of Webconomy are uncommittal and subject to change.

(2)  Contracts have to be in written form. A written and legally valid signed acceptance of order of Webconomy is enough. The return of an unchanged offer that was written by Webconomy and signed by C via fax, mail or letter is also enough and binding.

(3)  Verbal agreements or changes of contracts need written acknowledgement to be effective.

III.   Goods and services

(1)  During the performance of services the Webconomy will do all work according to the offer with great accuracy and will be eager to perform all duties in the time span which was communicated with the C.

(2)  Webconomy will not cooperate with companies or personas, who have websites that are against the law or morals according to German or Austrian law. The C assures with the signature on the contract that the website to be worked on does not contain anything which is against the Austrian or German law.

(3)  The C ensures that the usage of his website does not violate any rights of third parties.

(4)  Webconomy is qualified to mandate subcontractors.

(5)  In case of willing or unwilling change of the website and/or the webserver of the C through the C or third parties, which lead to the change or vanishing of websites, individual websites or links, which have been optimized by covering the value performance, Webconomy is free from any duty of achievement.

(6)  Should the provision of contract conforming services be impossible out of act of God or other circumstances which are not controllable by Webconomy, there is no value performance due during this conditions hold on. Here do not only count not excludedly act of God, but also missing functionality of telephone cables or internet, electrical power outage and failures, which are not part of servers which are conducted by Webconomy. Additionally, also suppliers or other third parties who are not delivering duly, without any fault of Webconomy. Or when delivered software or services do not work properly and Webconomy cannot perform their duty out of that reasons.

IV.  Assistance- and information duties of C

(1)  C appoints a contact person, who is responsible for all questions in cooperation with Webconomy.

(2)  C has to deliver all assistance and cooperation services that are mentioned in the contract in order that Webconomy can provide them with all services mentioned in the contract. C especially has to be available for all necessary data, data files, and/or information.

(3)  C is committed to investigate all declared services by Webconomy directly after finishing them. Or rather investigate them after certain segments and tell Webconomy in written form about their failures. This has to happen up to 4 weeks after finishing the services or segment services. Hidden failures should be communicated inbetween four weeks from the notice of the failure or rather from the point of time at which they should have noticed it. Otherwise the service of Webconomy is finished accordingly to the contract. In case of starting a failure search on demand of C and finding out that there are no failures or that the failures are not in the responsibility of Webconomy, this time and efford can be charged.

(4)  C is committed to inform Webconomy before the beginning of their work and while being in charge of their value performance about planned technical and graphic modifications on the website at least 2 weeks in advance.

(5)  In case that Webconomy is in charge of enhancing the position of the website of C as far as keywords in search engine indices are concerned, C is committed to inform Webconomy about recent search engine optimization activities. Should the website be excluded from some or more search engine indices (blacklisting) because of former activities, Webconomy is freed from their value performance and legimitated to step back.

(6)  Webconomy has all rights of copyrighted authorisation on the pages and contents, they provided, which were saved on a server of C and/or Webconomy, if not mentioned in the contract.

(7)  After the contract has ended, C is committed to delete all pages and/or content that were saved on the webserver of C while cooperating with Webconomy.

(8)  When C does not fulfill their cooperation- and information duties fully or partly, Webconomy is free from any value performance. If they provide their service nevertheless, they are allowed to charge the efford according to their price list.

V Change in performance

(1)  Does C want to change the services after signing the contract, Webconomy will check if the wished services are possible and in the power of their capacity- if needed this committs C to further charges.

(2)  If the changing wishes of C concern the services and conditions mentioned in the contract, Webconomy is enabled to request a change of contract. If the changing wished of C do not concern the services and conditions mentioned in the contract, Webconomy will provide C with an appropriate offer.

VI Prices, Payment and due date

(1)  All prices are netto plus a statutory value-added tax. Prices and conditions that are arranged in the contract apply.

(2)  Invoices are to be payed without any deductions by 14 days after invoice date. If no other payment goals have been arranged in the invoice.

(3)  For services, which can not be done by Webconomy on their location of business, transportation costs, daily allowances and if needed costs of accommodation might be charged from C. Public transport and rides with the own car plus expenses are charged by means of the common deductible rates.

(4)  In case that monthly costs in the area of product marketing measurement, which suit as basis for billing arise. And the difference is 15 % starting from a minimum invoice netto sum of 1000,00 € compared to the measurements of the portal partners or price search engines both Webconomy and the C are authorized to correct or demand a change of the settlement in the second following month. Are the differences lower, there is no need for a correction.

(5)  If C is delayed in payment, Webconomy is authorized to require interests on late payment in the height of 8 percent points of the basis interest loan. Can Webconomy proof a higher damage caused by delay, Webconomy is enabled to charge it.

(6)  C is obligated to pay all costs to Webconomy, which arise from delayed payment, including the fees of bailiff and lawyer.

(7)  The payment of bills or the setoff of certain counterclaims of C are not allowed. The only exception is, when they are indisputable or legally binding claims.

VII. Contract duration and cancellation

(1) Generally the durations and regulations written in the contract are effective till the termination of the agreement. Are no regulations concerning the durations and termination of the contract included in the contract: the contract only finishes after fully finishing the services. The possibility of termination without notice because of an important reason is thereof inviolated.

(2) Webconomy and C are authorized to terminate the contract with a deadline of four weeks, if they propose insovency proceedings or one party of the contract has a financial collapse.

(3) Webconomy remains the right of power setting or termination without notice, if C does not pay the outstanding invoices at due date and after two dunning letters.

(4) A termination has to be always in written form via enrolled letter.

VIII Warranty and liability

(1)  Webconomy vouches for disadvantages that resulted from deliberate intention or gross negligence, equally out of which legal ground, provided that they did not yield from hurting fundamental contractual obligations or hurting life and limb. As far as they are legally permitted, the liability for collateral mischiefs will be excluded.

(2)  Excluded from this is the personal liability of the legal agents or vicarious agents of Webconomy for damages which are caused by them out of slight negligence. This is also true for the personal liabiliy of employees, agents, sub-contractors and other co-workers.

(3)  If a culpable damage of contractual obligation happens, Webconomy has to charge the contract coherent, reasonably predictable damage up to the monetary height of the job. This does not apply on the liability for life, body and health damages.

(4)  The liability for data loss is restricted to the typical reestablishment expense, which would have been occured after regularly and risk accordingly proofing of security backups. The liablilty according to the law on product liability is not affected.

(5)  For the rest the liability for secondary damages and consequential harm caused by a defect including escaped profit or other economic loss of C excluded.

(6)  The goals of search engine optimization or SEO services are never to be seen as a promise of achievement. In the area of SEO (search engine optimization) goals can be aimed for, but their attainment cannot be guaranteed. SEO services are complex, depend on competitors and other factors which are not to be influenced by Webconomy. Achievement promises in the area of search engine optimization are generelly not valid.

(7)  If the services are not acted out faultlessly, which could lead to a result which is not insignificantly affected, C has a right on supplementary performance. Webconomy is keeping its right of choice as far as the manor of supplementary performance is concerned. A claim on diminuation of the compensation is only effective after a failure of supplementary performance. As far as the supplementary performance is concerned, C has to fix an appropriate due-date. If the supplementary performance is not performed by this due-date, the client can demand a back-payment of the pro-rata compensation in the heigth of the non-fulfilled achievement or step back from the contract.

(8)  Webconomy is not obliged to investigate the data, brand name, domain name or other content which was provided by C as far as possible infringement of an industrial property right or violation of competition are concerned. C releases Webconomy from any liability towards third parties and obliges to substitute  the damages which can occur due to demands of third parties grounding on a possible infringement.

(9)  All claims for damages against Webconomy prescribe one year after the beginning of the regularly legitimate limitation, if no liability caused by damage of life and limb or gross negligence is involved.

VIII Non-disclosure and data protection

(1)  The C is committed to keep all business and trade secrets or information marked „confidential“ strictly confidential. This applies especially for information concerning the technologies and operation methods of Webconomy, if they are not generally known.  This holds for a time-span of one year after the ending of the contract.

(2)  The data that is won while cooperating can be analysed and statistically worked on by Webconomy. Especially it is allowed to Webconomy to sum up this data within the industry sector and intersectoral and to provide thirds with their aggrigated form. A transfer of this aggregated data is not happening.

(3)  Webconomy guarantees according to the legal parameters to handle the communicated and measured data confidentially. This duty is also in force after the ending of the contract.

(4)  Webconomy is alluding C that the duty of secrecy, data security and data communication cannot be guaranteed according to the actual state of the art. Both, the provider of C and also other participants of the internet are technically able to enter into the security system and control the communication traffic. C is fully concerned with the savety and security of the data, which he transmitted or saved on a web server. C has to adhere and maintain all data privacy regulations towards his end customer.

X. Marketing/ Press releases

(1) Webconomy and C are enabled to publish a press release after signing the contract.

(2) Webconomy and C are enabled to use all brands, designs and advertisements of the signatory.

(3) The parties will adjust their further marketing activities mutually.

XI. Final clause

(1)  Changes or additions to the contracts including supplements of the agreement are to be done in written form.

(2)  Should certain clauses of the contract and/or of the in hand general terms and conditions completely or partly be ineffective or impracticable, the effectiveness of all other conditions or arrangements are not affected. Ineffective or impracticable conditions are to be changed to effective and practicable conditions, which are closest to the economical effects of the ineffectrive and impracticable conditions.

(3)  The law of the republic of Austria counts by excluding the clauses ot the UN Convention on Contracts for the International Sale of Goods.

(4)  Solely place of jurisdiction is Graz, Austria.