General Terms and Conditions

(1) The contract shall enter into force upon acceptance by both parties.

(2) Any annexes referenced herein shall form an integral part of the contractual agreement. Unless otherwise agreed, the provisions of the annexes shall take precedence over this contractual document.

(3) General terms and conditions of the client, including those that are more recent than this contract, shall not apply, even if they are not expressly contradicted.

(1) The object of this contract is the performance of the following services by the Contractor YourData.Cloud UG (limited liability), the provision of the result to the Client and the granting of rights of use to the result to the Client. Depending on the Client's choice, these are (alternatively or concurrently):

a) The usage, by the Client, of a dedicated Google Cloud project, owned and maintained by the Contractor, where the Client’s data (i.e. campaign performance data and tracking conversions data) is centralised and manipulated with the aim of analysing it (also known as “YourHub” product).

b) IT consulting in the specific fields of: Data Analysis, Data Analytics and Cloud Data Engineering.

(2) Services not expressly agreed in the contract, or in any of referenced annexes, are not part of the subject matter of the contract. In particular, the Contractor is only obliged under this contract to set up, maintain or further develop the result after express agreement.

(1) The Contractor may, with the prior consent of the Client, use the support of third parties (“subcontractors”) to fulfil the contract. The Contractor shall be liable for the actions of a subcontractor in the same way as for its own doing.

(2) Unless otherwise agreed, the Contractor may advertise the Client's order by name for the purpose of image advertising, taking into account business secrets that must not be disclosed in any way without express agreement. The Contractor and the Client can agree about making their business case available to the public, totally or in part, if needed.

(1) The Client shall support the execution of the contract appropriately in every phase through active cooperation.

(2) In particular, the Client shall provide the Contractor in good time with the data from the Client's sphere necessary for the proper performance of the contract (I.e. giving the account access to the platforms where the data needs to be pulled from, for “YourHub”).

(3) If the Client fails to provide the agreed cooperation services in a timely or proper manner, the agreed performance deadlines shall be extended accordingly.

Unless otherwise agreed, the Client shall receive the permanent right to use the result for its business purposes upon generation of the result.

(1) The Contractor shall receive remuneration from the Client for the creation and provision of the result. Subject to deviating individual agreements, this shall consist of a setup fee and a monthly fee  (in case of “YourHub” object).

(2) (In case of “YourHub” object) The setup fee is due upon conclusion of the contract, within 14 working days from the contract date. The monthly fee is due at the beginning of the respective month. The client shall receive an invoice in both the cases.

(3) All prices are net plus statutory VAT.

(4) (In case of “YourHub” object) The remuneration covers rights of use.

(5) (In case of “YourHub” object) The setup fee and the monthly fee (§ 6.1) will be agreed on by the Parties in a separate annex document.

(6) For all the other objects (I.e. IT consulting project), the remuneration and terms of payment will be agreed on by the Parties in a separated annex document.

(1) (In case of “YourHub” object) A minimum term of one year shall apply. The claim to remuneration shall remain in force if the Client no longer uses the services before the end of the term or if the Contractor terminates the contract extraordinarily due to a breach of duty for which the Client is responsible.

(2) The contract may be terminated by either party with one month notice, to the end of the minimum contract term.

(3) If no notice of termination is given, the contract shall be extended for an indefinite period and may be terminated by either party at any time with one month notice.

(4) The right to extraordinary termination for good cause remains unaffected. Good cause shall be deemed to exist for the Contractor particularly in cases in which the Client significantly breaches the obligations incumbent upon it under these General Terms.

(1) (In case of “YourHub” object) The Contractor's prices are calculated for normal business use. The Contractor reserves the right to issue a warning to the Client in the event of improper use or if the integrity of other customers or the service is jeopardised and to block the corresponding service category if the warning is unsuccessful; this shall not apply if the parties have previously agreed on a different fee for the remaining service period.

(2) (In case of “YourHub” object) The client can view an overview of his available resources in his account at any time.

(1) The parties shall be liable without limitation in cases of intent, gross negligence and culpable injury to life, limb or health.

(2) Notwithstanding the cases of unlimited liability pursuant to paragraph 1, the Contractor shall only be liable for slightly negligent breach of duty in the event of breach of essential contractual obligations, i.e. obligations whose fulfilment is essential for the proper execution of the contract or whose breach jeopardises the achievement of the purpose of the contract and on whose compliance the other party may regularly rely, but limited to the damage foreseeable at the time of conclusion of the contract and typical for the contract.

(3) The above limitations of liability shall not apply to liability under the Product Liability Act or to guarantees given in writing by one of the parties.

(4) The above paragraphs shall also apply in favour of employees, representatives and bodies of the parties.

(1) The Client may only set off undisputed or legally established claims against the Contractor's claims.

(2) The Client may only exercise a right of retention if its counterclaim is based on this contract.

(1) The contracting parties undertake

a) to keep all confidential information secret,

b) not to use confidential information for purposes other than those described in this agreement or by law,

c) to store confidential information securely in order to protect it against theft and unauthorised access, and

d) to make copies of the confidential information only to the extent necessary to fulfil the purpose of the contract.

(2) Confidential information in the aforementioned sense is all information made accessible by one of the contracting parties which is to be regarded as confidential due to its content. Confidential information does not exist if

a) the information was generally accessible at the time of disclosure,

b) it was already in the possession of the contracting party lawfully and without any obligation of confidentiality before that time, or

c) the contracting party received it from a third party who was entitled to disclose this information.

(3) The contracting parties undertake technical and organisational measures to ensure the confidentiality, integrity, availability and resilience of the systems processing confidential information.

(1) This contract and all claims, rights and obligations arising from or in connection with this contract shall be governed by the law of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

(2) The exclusive place of jurisdiction for all disputes between the parties in connection with the contract is Mainz, Germany.

13. Final provisions

(1) Should individual provisions of this contract be invalid or unenforceable, this shall not affect the validity of the remaining provisions. The parties shall replace such provisions with effective and enforceable provisions that come as close as possible to the meaning and economic purpose and the intention of the parties at the time of conclusion of the contract. The same applies to unintended loopholes.

(2) Amendments and additions to this contract must be made in writing, including the waiver of this written form requirement. § Section 305b BGB remains unaffected by this.

(3) Unless expressly agreed otherwise, written form within the meaning of this contract shall also be deemed to be satisfied by electronic form or text form (e-mail or fax).

Annexes

(In case of “YourHub” object) Annex 1 – Service Level Agreement