Conditions

General Terms and Conditions

Fabricate GmbH, Allgäuerstraße 20, 87719 Mindelheim

HRB 20173 (Commercial Register of the Memmingen District Court)

1 Area of application

(1) Services and offers from Fabricate GmbH are based exclusively on these General Terms and Conditions. These are part of all contracts that Fabricate GmbH concludes with its contractual partners (hereinafter also referred to as “customer”) regarding the services it offers. They also apply to all future services or offers to the customer, even if they are not separately agreed again.

(2) Terms and conditions of the customer or third parties do not apply, even if Fabricate GmbH does not specifically object to their validity in individual cases.

(3) All offers and services from Fabricate GmbH are aimed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) and merchants (HGB). Fabricate GmbH refuses to conclude a contract with consumers.

2 Services from Fabricate GmbH / Customer participation

(1) Fabricate GmbH provides the customer with web-based consulting and coaching services in the area of e-commerce, in particular advisory services relating to the development of an online shop. Unless expressly agreed otherwise in writing, Fabricate GmbH does not owe the provision of a work/success.

(2) The customer must provide the cooperation activities incumbent on him completely and in a timely manner upon first request. If the customer fails to cooperate and thereby prevents Fabricate GmbH from providing the service, Fabricate GmbH's claim to compensation remains unaffected.

(3) With regard to the services to be provided by Fabricate GmbH to the customer, Fabricate GmbH is entitled to a right to determine the performance in accordance with Section 315 of the German Civil Code (BGB).

(4) The customer is aware that third-party providers (such as Facebook or Google) are entitled, according to their guidelines, to delete/remove individual advertising campaigns from their offers at any time without giving reasons. Fabricate GmbH is not responsible for such an approach.

(5) If so-called video calls are agreed between Fabricate GmbH and the customer as part of the respective consultation, the agreed dates are binding. There is no right to transfer or catch-up. This does not apply if the obstacles arise from the sphere of Fabricate GmbH.

(6) The customer has the technical requirements required to use the services of Fabricate GmbH (sufficient internet connection, camera, microphone, etc.) to always be guaranteed.

3 Conclusion of contracts

(1) The contract between Fabricate GmbH and the customer can be concluded by telephone, in text or in written form.

(2) Upon request, the customer will receive an order confirmation from Fabricate GmbH, which, however, is not constitutive for the conclusion of the contract.

4 Payments, prices, conditions

(1) The prices stated and communicated by Fabricate GmbH are binding. The prices communicated are net plus statutory sales tax.

(2) Payment for Fabricate GmbH's services takes place immediately after the invoice is issued. The remuneration for the services of Fabricate GmbH is generally due upon conclusion of the contract, unless Fabricate GmbH's offer states otherwise. A (SEPA) direct debit authorization granted to Fabricate GmbH also applies to further business relationships until revoked.

(3) If SEPA direct debit is agreed, the customer must give Fabricate GmbH a written SEPA direct debit mandate after conclusion of the contract. The template provided in the appendix to these General Terms and Conditions must be used for this purpose.

(4) Fabricate GmbH will issue the customer a proper invoice showing sales tax (if applicable. through vicarious agents).

(5) In the event that agreed direct debits cannot be collected from the customer's account and a chargeback occurs, the customer is obliged to transfer the amount owed to Fabricate GmbH within three working days of the chargeback and the by to cover the costs caused by the chargeback.

(6) Mutual offsetting against counterclaims is only permitted if the other contractual partner has acknowledged the offsetting or it has been legally established. The same applies to the exercise of a right of retention by a contracting party.

5 Termination, term

(1) The contract has the minimum term individually agreed between the parties. Early termination is excluded.

(2) Any free termination rights are excluded.

(3) Terminations must be in text form to be effective.

(4) The right to extraordinary termination always remains unaffected.

6 Default / extraordinary termination

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

(2) If the customer is in arrears with due payments, Fabricate GmbH reserves the right not to carry out further services until the outstanding amount has been settled.

(3) If the customer is in arrears with at least two payments due to Fabricate GmbH in the case of installment payments, Fabricate GmbH is entitled to terminate the contract extraordinarily and to discontinue the services. Fabricate GmbH will claim the entire remuneration that is due by the next regular termination date as compensation.

7 Fulfillment

(1) Fabricate GmbH will carry out the agreed services in accordance with the offer with the necessary care. Fabricate GmbH is entitled to unrestricted use of the help of third parties.

(2) If Fabricate GmbH is prevented from providing the agreed services and the reasons for the hindrance come from the customer's sphere, Fabricate GmbH's claim to remuneration remains unaffected.

8 Behavior and consideration

(1) The customer must ensure the usual conduct of an honest contractual partner towards Fabricate GmbH. Fabricate GmbH reserves the right to prosecute under civil law any unlawful and/or improper or unfounded statement about Fabricate GmbH and its services, whether made by customers, competitors or other third parties, in particular untrue statements of fact and defamatory criticism, and to file a criminal complaint without prior notice .

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

9 Invalid account sharing

(1) The customer is not entitled to pass on the account received from Fabricate GmbH or the login data for platforms / program and training content of Fabricate GmbH to third parties, unless Fabricate GmbH has expressly agreed to such a transfer.

(2)Fabricate GmbH is entitled to permanently monitor access to IT systems via IP comparison. The use of technologies that disguise the user's IP address when accessing Fabricate GmbH's IT systems and program and training content, or otherwise falsified or anonymized (e.g. Tor browser), is prohibited.

(3) In the event of a culpable violation of the obligations under paragraphs 1 and 2, Fabricate GmbH is entitled to temporarily or permanently block the customer's account on Fabricate GmbH systems at its reasonable discretion. The customer's contractual obligations towards Fabricate GmbH remain unaffected in this case.

(4) Unauthorized account sharing is a criminal offense that Fabricate GmbH can prosecute under civil and criminal law.

10 Prohibition of passing on internal information and trade secrets

(1) During Fabricate GmbH's training sessions and live calls, other coaching participants may disclose personal or company information. In this respect, confidentiality must always and completely be maintained towards external parties and third parties. Dissemination of this information is prohibited.

(2) Fabricate GmbH is entitled to temporarily or permanently block access and logins to all programs, content and training at its reasonable discretion in the event of repeated culpable violations by the customer. The customer's contractual obligations towards Fabricate GmbH remain unaffected in this case.

11 Prohibition of disrupting training and program processes

(1) The customer is prohibited from taking any action that disrupts or impairs the training and program processes of Fabricate GmbH and/or the customer experience of other participants. This applies both within and outside of the training structures provided by Fabricate GmbH.

(2) In the event of repeated culpable infringement by the customer, Fabricate GmbH is entitled to temporarily or permanently block access and logins to Fabricate GmbH's programs, content and training at its reasonable discretion. The customer's contractual obligations towards Fabricate GmbH remain unaffected in this case.

12 Usage rights

(1) The customer receives a simple right of use in relation to the work and service results created and made available by Fabricate GmbH exclusively for the duration of the contract term.

(2) Paragraph 1 applies exclusively under the proviso that the customer has fully paid the remuneration to which Fabricate GmbH is entitled under the main contract.

(3) If payment in installments has been agreed, the right of use referred to in paragraph 1 is only transferred to Fabricate GmbH upon full payment of the last installment, unless otherwise agreed individually.

(4) The transfer of the work and performance results to third parties (including affiliated companies) is excluded. The same applies to processing in accordance with Section 23 of the Copyright Act.

13 Liability

(1) Fabricate GmbH is liable for damages - regardless of the legal basis - only for intent and gross negligence. In the event of simple negligence, Fabricate GmbH is only liable

a) for damages resulting from injury to life, body or health,
b) for damages resulting from the breach of an essential contractual obligation (obligation, the fulfillment of which enables the proper execution of the contract 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 foreseeable, typically occurring damage.

(2) Within the limits of paragraph 1, Fabricate GmbH is not liable for data and program losses. Liability for data loss is limited to the typical restoration effort that would have occurred if backup copies had been made regularly and appropriately. Liability under the Product Liability Act remains unaffected, as does liability for the assumption of a guarantee.

14 Data protection and data security

(1) The customer assures that when passing on personal data to Fabricate GmbH, he will comply with the provisions of the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG).

(2) If Fabricate GmbH is to process data on behalf of the customer (order processing), a separately remunerated agreement (in writing) will be made between the parties.

15 Final provisions

(1) Deviations from these General Terms and Conditions are only effective if they have been agreed in writing. Individual agreements made with the customer in individual cases (including additional agreements, additions and changes) always take precedence over these General Terms and Conditions. A written contract or the written confirmation from Fabricate GmbH is decisive.

(2) The law of the Federal Republic of Germany applies exclusively. The place of performance is the registered office of Fabricate GmbH. The exclusive commercial place of jurisdiction is the registered office of Fabricate GmbH (currently Mindelheim, Germany).

(3) Should one or more provisions of these general terms and conditions be or become invalid or unenforceable for actual or legal reasons, the effectiveness of the remaining contractual provisions will not be affected. Fabricate GmbH and the customer are obliged to replace the ineffective or unenforceable provision with an effective provision that comes closest to what is economically intended.