Terms and Conditions

1. Scope and Definitions

1.1. These General Terms and Conditions apply exclusively to the business relationship between Hforce AG, Chollerstrasse 35, 6300 Zug (CH) (hereinafter referred to as the "PROVIDER") and the recipient of the services (hereinafter referred to as the "CUSTOMER", together also referred to herein as the “PARTIES”) with regard to contracts for services of the “Digital Setter” (hereinafter referred to as the “Services”)

1.2. The PROVIDER's offer is directed exclusively at entrepreneurs (Section 14 of the German Civil Code (BGB)) or at commercial traders.

1.3. Conflicting, deviating or supplementary general terms and conditions of the CUSTOMER shall not become part of the contract unless the PROVIDER expressly agrees to their validity. These General Terms and Conditions shall also apply if the PROVIDER performs Services without reservation in the knowledge of terms of the CUSTOMER that conflict with or deviate from these General Terms and Conditions.

1.4. The version of the PROVIDER's General Terms and Conditions valid in each case prior to the use of the Services shall be authoritative.

1.5. Where the generic masculine is used in the following provisions, this is solely for reasons of simplicity and does not imply any value judgement.

2. Services

2.1. The PROVIDER offers software in the field of e-mail marketing.

2.2. The specific scope of services results from the individual agreement between the PROVIDER and the CUSTOMER. Insofar as the CUSTOMER instructs the PROVIDER to send e-mails on behalf of the CUSTOMER, the CUSTOMER grants the PROVIDER corresponding authority to that extent.

2.3. The third parties to be contacted are selected in consultation with, and subject to approval by, the CUSTOMER via the customer portal.

2.4. The PARTIES agree that, in providing the agreed Services, the PROVIDER expressly does not owe the CUSTOMER any specific quantitative and/or economic result (such as, for example but not limited to, a certain number of leads).

2.5. The PROVIDER is entitled to use the assistance of third parties, in particular subcontractors, to fulfil individual or all contractual obligations.

2.6. With regard to the contents of a service contract concluded with the PROVIDER, the PROVIDER has the right to determine the performance pursuant to Section 315 BGB.

3. Conclusion of Contract

3.1. The presentation of the Services on the website, in social networks or in advertisements does not constitute a binding offer by the PROVIDER to conclude a contract. The CUSTOMER is merely invited thereby to submit an offer.

3.2. The contract between the PROVIDER and the CUSTOMER may be concluded remotely by voice (in particular by video or video chat and/or telephone), in text form (e.g. by e-mail) or in writing

3.3. In the case of contracts concluded remotely by voice between the PROVIDER and the CUSTOMER, the CUSTOMER consents to the PROVIDER recording the telephone call and/or the video conference with the CUSTOMER for evidentiary and documentation purposes.

3.4. The CUSTOMER expressly agrees not to pass on to third parties any login user names, passwords, materials and links to which the CUSTOMER obtains access within the scope of this contract. Any violation will be prosecuted and may give rise to claims for damages.

4. Remuneration

4.1. The remuneration applicable to the Services is the remuneration in effect at the time the contract is concluded as set out in the offer. If no remuneration has been individually agreed, the remuneration according to the applicable price list shall apply. Where payment in instalments has been agreed, the first instalment becomes due immediately upon conclusion of the contract; unless otherwise agreed, the further instalments become due monthly in advance. All prices are exclusive of VAT.

4.2. Where a set-up fee has been agreed, it is payable only once unless otherwise provided. No further set-up fee is payable in the event of any extension of the contract.

4.3. The obligation to pay the contractually agreed remuneration in full also applies if the CUSTOMER instructs the PROVIDER to temporarily interrupt the Services or if an interruption is necessary for other reasons, insofar as those reasons are not due to fault on the part of the PROVIDER.

4.4. Unless otherwise agreed, the CUSTOMER is obliged to pay in advance. The agreed remuneration is due immediately upon invoicing and payable within 7 days.

4.5. If the CUSTOMER fails to perform a necessary act of cooperation and thereby prevents the PROVIDER from performing the Services, the PROVIDER's claim to remuneration shall in principle remain unaffected.

4.6. The CUSTOMER may exercise or assert a right of set-off or a right of retention only with claims that have been finally established by a court or are undisputed.

5. Default

5.1. Any deadlines for the performance of Services by the PROVIDER shall in no case begin before the agreed remuneration has been paid in full by the CUSTOMER and all necessary acts of cooperation by the CUSTOMER have been fully performed

5.2. If the CUSTOMER is in default with payments due, the PROVIDER reserves the right not to perform further Services until the payments due have been settled.

5.3. The PROVIDER is entitled to terminate the contract for good cause pursuant to Section 626 (1) BGB and to discontinue all Services. Good cause exists in particular if, where payment in instalments has been agreed, the CUSTOMER is in default vis-à-vis the PROVIDER with at least two instalments due. The PROVIDER is entitled to claim, as damages, the entire remuneration that would become due up to the next ordinary termination date. In this case, however, the PROVIDER must credit against this whatever expenses it saves or whatever it refrains from earning otherwise.

6. Other Obligations of the PARTIES for the Performance of the Agreed Services

6.1. As a matter of principle, the PROVIDER performs all contractually promised Services only from the time the contract is concluded or from the individually agreed start of the contract term.

6.2. The CUSTOMER shall ensure that the PROVIDER has at all times all the information required to achieve the best possible service result. If the PROVIDER is prevented from providing the agreed services and the reasons for this lie within the CUSTOMER's sphere, the PROVIDER's claim to remuneration shall remain unaffected.

6.3. The CUSTOMER is responsible for the content provided (texts, logos, etc.) and must ensure that the content is not encumbered by third-party rights and does not violate applicable law (in particular copyright, competition, trademark, criminal, youth protection, data protection law or the like). The PROVIDER is not obliged to check the content.

6.4. The PROVIDER is entitled to hold all appointments with the CUSTOMER digitally (e.g. via Zoom, Teams, Skype, Teamviewer or the like), unless the respective type of service necessarily requires presence on site.

6.5. The CUSTOMER is independently responsible for providing the technical prerequisites to be able to use the offer in full. In the event of technical problems with the offer provided, the CUSTOMER is furthermore obliged to cooperate in resolving the problem to the best of its ability.

6.6. Each of the Parties is itself responsible for compliance with any (data protection) legal requirements.

7. Contract Term

7.1. The contract is concluded on a fixed basis for the term agreed in the individual contractual agreement (initial term). Early ordinary termination is excluded.

7.2. Unless explicitly provided otherwise, the contract term begins when the advertising campaigns start running, but no later than one month after conclusion of the contract. The due date of an agreed set-up fee remains unaffected by this.

7.3. Unless explicitly provided otherwise, the contract term is extended in each case by the agreed initial term unless it is terminated by one of the parties in writing (e-mail sufficient) four weeks before the expiry of the initial term or of the respective contract extension.

7.4. The right to extraordinary termination for good cause remains unaffected.

8. Liability for Damages

8.1. The PROVIDER is liable, on whatever legal grounds, within the framework of the statutory provisions only in accordance with the following provisions.

8.2. The PROVIDER is liable without limitation for damage resulting from injury to life, body or health that is based on intent or negligence on the part of the PROVIDER or one of its legal representatives or vicarious agents. In addition, the PROVIDER is liable for damage based on intent or gross negligence on the part of the PROVIDER or one of its legal representatives or vicarious agents, as well as for damage resulting from non-compliance with a guarantee given or a characteristic assured by the PROVIDER or from fraudulently concealed defects.

8.3. The PROVIDER is liable, limited to compensation for the foreseeable damage typical for the contract, for such damage as is based on a slightly negligent breach of material contractual obligations by the PROVIDER or one of its legal representatives or vicarious agents. Material contractual obligations are obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the contractual partner may regularly rely.

9. Data Protection, Confidentiality

9.1 The CUSTOMER is advised that the PROVIDER collects, processes and uses personal master and usage data in machine-readable form within the scope of the purpose of the contractual relationship. All personal data is treated confidentially.

9.2 The PARTIES undertake to treat confidentially any information or documents from the sphere of the other party that become known to them in the course of performing the contract and are not obvious or generally accessible. This confidentiality obligation continues to apply after termination of the contractual relationship.

10. Acceptance

10.1. Insofar as the individually agreed service is subject to the law on contracts for work, the following provisions apply in this respect.

10.2. After completion of a partial service, the PROVIDER may demand acceptance of it from the CUSTOMER.

10.3. The (partial) services of the PROVIDER to be accepted by the CUSTOMER shall also be deemed accepted if the CUSTOMER, upon request by the PROVIDER to accept the relevant (partial) service, does not make a written declaration within 7 working days.

11. Copyright

11.1. All content made available in the course of performing the contract is protected by copyright.

11.2. The CUSTOMER grants the PROVIDER the right to use all trademarks, logos, names or other business identifiers of the CUSTOMER without restriction within the scope of the Services to be provided. Deviations from this require a separate agreement.

11.3. The CUSTOMER shall fully indemnify the PROVIDER against any third-party claims arising from infringement of intellectual property and/or the use of content that is impermissible and/or encumbered by third-party rights.

11.4. Any disclosure and/or reproduction of the content (creatives, texts, image and video material) is prohibited. Any violation will be prosecuted and may give rise to claims for damages.

11.5. The PROVIDER is entitled to collect, evaluate and use anonymised campaign data. This includes in particular, but is not limited to, the depiction of the advertisements as well as the campaign structures and the campaign strategy.

12. Right of Withdrawal

The PROVIDER concludes contracts exclusively with entrepreneurs within the meaning of Section 14 BGB, so that no statutory right of withdrawal exists.

13. Reference Listing

The PROVIDER may name the CUSTOMER as a reference in any medium for advertising purposes. This also includes the naming and use of any protected trademarks, designations or logos as well as reviews submitted by the CUSTOMER. The PROVIDER is not obliged to name the CUSTOMER.

14. General Provisions

14.1. The place of performance and exclusive place of jurisdiction for disputes arising from contracts with merchants, legal entities under public law or special funds under public law is the Canton of Zug.

14.2. All disputes, irrespective of their legal basis, shall be governed exclusively by the law of the Federal Republic of Germany, excluding all conflict-of-law provisions that refer to another legal system.

14.3. Where necessary, additional or alternative provisions to the agreement agreed in writing by the PARTIES shall be deemed part of the agreement from the time of their signature.

14.4. The invalidity of one or more provisions of these General Terms and Conditions shall not affect the validity of the remaining provisions of these General Terms and Conditions. In place of the invalid clauses, that which comes closest to the economic intent in a legally permissible manner shall be deemed agreed. This also applies to supplementary interpretation of the contract

14.5. The PROVIDER reserves the right to amend these General Terms and Conditions at any time, unless the amendment is unreasonable for the CUSTOMER. The PROVIDER will notify the CUSTOMER of this in good time. If the CUSTOMER does not object to the new General Terms and Conditions within a period of two weeks after notification, the amended General Terms and Conditions shall be deemed accepted by the CUSTOMER.

Version: 3 April 2025