General Business Terms of SoQuero GmbH

Version: 01.02.2012

These General Business Terms (“Terms”) have been translated into English for your convenience. However, the German version (downloadable at http://www.soquero.de/12‐AGB.html) is legally binding. These Terms build the basis of all contractual relationships in which we (SoQuero GmbH) render services for you. Individual orders precede potentially concluded framework agreements, which in turn precede these Terms. Notwithstanding stipulations in individual orders or framework agreements, we dismiss potential General Terms of yours. “Frankfurt” refers to Frankfurt am Main, Germany.

I. Quotations, Specifications

(1) Our quotations are valid for 4 (four) weeks.
(2) Descriptions and specifications in brochures, catalogs and other written materials may technically and creatively deviate from their actual state, and you accept that our actual products and services may differ from the specified state due to technical progression.

II. Our Services

(1) We naturally render all our services with utmost care but do not guarantee that with our services and work you will achieve your objectives (e.g. a specific position in a search engine).
(2) For the rendering of our services, we may commission third‐party subcontractors, however provided that each subcontractor adheres to the same rules as we do, i.e. with regard to confidentiality and data protection.
(3) Our office hours are Monday through Friday from 8 AM to 6 PM, of course with the exception of public holidays at our place of business.

III. Change Requests

(1) If and as far as you request changes of our services or work (“Change Request“), we will determine the additional effort caused by and the feasibility of the Change Request, and inform you of the financial and temporal changes in due course. As far as possible and necessary, we will also determine whether and how the Change Request has implications on services rendered so far and their usability. Unless agreed upon different, we will invoice the efforts for said determinations according to our agreed rates.
(2) In order to clarify the consequences of a Change Request, you may demand the interruption of our services if at the time of such demand at the latest you assure us that you will remunerate the period of interruption and the potentially bigger efforts of continuance of the project realization caused by the interruption. In case of such interruption, previously 8 agreed deadlines and periods are extended by the time of the interruption and the potentially more complex continuance.
(3) Change Requests shall be agreed upon in writing, signed by both you and us. If an agreement on a Change Request cannot be reached, the originally specified project shall be realized and remunerated.

IV. Prices, Payment

(1) Price indications shall be strictly net from Frankfurt, excluding VAT as law requires. Our invoices are due after 14 (fourteen) calendar days.
(2) Services shall be invoiced at the end of each month according to the respective agreement, when invoiced on the basis of hourly rates according to commenced quarter hours. We may at our own discretion invoice parts of services and will do so if and insofar as it is economically sensible.
(3) Travel expenses shall be invoiced according to the following: Car trips shall be invoiced according to respectively current legal rates (at the moment, €0.30/km), expenses such as public‐transit trips and accommodation will be passed on to you. On your request, we will leave the organization and booking to you.
(4) If and insofar as you owe us payments in connection with a different obligation, we reserve the right to offset payments of yours to said different obligation. Should cost or interest have accrued from said different obligation, we may offset payments of yours to cost, then interest and finally the main obligation.
(5) For amounts payable to third‐party services („Media Budgets“ or „Third‐Party Services“), we may ask you for advance payment.

V. Your Duties

(1) You will appoint a contact person competent and authorized to give and receive legally binding statements for our entire contractual relationship. If we have several such relationships, as the case may demand, you shall appoint several.
(2) You shall provide us with all data, information, materials, human resources, entrance, access to your servers, etc. that are necessary for the rendering of our services free of cost to us. If, as far as and as long as you do not fulfill this duty, deadlines for our services are extended.
(3) In case your neglected duties according to this para (2) lead to our services becoming void or useless, our duty to render the services is void, however not liberating you of your duty to remunerate our services rendered so far.

VI. Your Content, Right Of Recourse

(1) We are not obliged to examine the data, databases, materials (including logos), domain names and other content for lawfulness, especially not for violation of rights of third parties and not for infringement of competition laws.
(2) If and as far as a third party raises a claim towards us based on an alleged violation of their rights that is caused by your content, we shall have a right of recourse against you regarding all liability and costs in connection with the defense as soon as we raise our claim for recourse against you.

VII. Special Terms For Search Engine Optimization (SEO)

(1) When our services for you contain search engine optimization (SEO) you shall beforehand inform us of all your previous SEO activities comprehensively, including, as the case may be, removal of web pages from one or several search engine indexes (Blacklisting). In case you do not fulfill this duty we are entitled to revoke our contract with you.
(2) You assure us that the website or websites whose alteration we are commissioned with adheres to all respectively applicable laws, i.e. do not have illegal or offensive content, regardless of whether the content violates a law or a third‐party right.
(3) When we are commissioned to alter web pages you shall inform us of upcoming technical or graphic changes of said pages 2 (two) weeks prior to said changes at the latest.

VIII. Deadlines, Arrears

(1) If and as long as our services cannot be rendered due to defective communication or media lines, power outage, malfunction of servers outside of our domain necessary for our services, or due to force majeure, we are not obliged to render services, and potential deadlines and periods are extended by the time of our inability to render the respective service.
(2) In order for us to default on rendering the services, you shall after the expiration of an agreed delivery date, otherwise of an adequate period, set us a time limit of 1 (one) month.

IX. Retention Of Ownership

(1) We reserve the ownership on delivered work until all our accounts receivable have been settled, regardless of their legal basis and including the ones arising after delivery of the respective work.
(2) When you are in arrears with a payment we may at your cost request return of the work or conveyance of your right of hand‐over towards a third party to us. Neither said request shall be construed as a cancelation of contract.

X. Warranty

(1) Starting at the delivery of work, we grant a 1‐(one)year warranty.
(2) In case of material or legal defects of the work, we may free of cost for you and at our own discretion undertake an attempt to remedy the defect or deliver a replacement free of defects. Should said attempt fail and should we not be able to remedy the defect within adequate period (Failure Of Remedy), you may at your own discretion reduce the respective price or revoke the agreement. In case of substantial defects, meaning such that render the work useless for the originally agreed or mutually intended purpose, you may also demand damages instead of performance, or reimbursement of expenses.
(3) Of course you do not have to set a deadline if we have rejected the remedy of defect, or if remedy is obviously impossible or unreasonable. However, even if you think remedy is unreasonable, please talk to us so that we can find the best‐possible solution fast.
(4) When and insofar as you alter or have altered our work, warranty is void for both material and legal defects unless you prove to us that the occurring defect or defects are not connected to any said alteration and that no alteration complicates the analysis and error correction in any way.
(5) You shall examine any of our rendered services for defects without undue delay. Remedy for evident defects shall be demanded within 4 (four) weeks after completion or, as the case may be, delivery, and such for other defects within 4 (four) weeks after the time at which you took note or had to take note of each defect.
(6) If it turns out that an alleged defect does in fact not exist, we may invoice our efforts accrued in identifying and analyzing the defect or defects according to the mutually agreed conditions, alternatively according to our respectively current price list.

XI. Liability

(1) We are generally liable according to German law, therefore without limit for acts and consequences of intent and gross negligence. For acts of slight negligence we are only liable if a duty is neglected without which the agreed contractual goal cannot be reached (Material Contractual Obligation).
(2) As far as legally possible, we are only liable for damages caused directly by our services, and only to the amount foreseeable in typical contracts of the type at hand. In case of loss of data, our liability is limited to the amount typical for the recovery if before the loss of data, backups of data and programs (including the operating system) have been performed periodically and adequately for the respective danger of loss of data on backup media appropriate and according to the current technical state.
(3) As far as admissible, your claims against us expire one year after the start of the legal limitation period, of course considering suspension and recommencement reasons.
(4) Our liability is, as far as admissible, limited to €100,000.00 for our entire contractual relationship. If you require a higher limit, we are willing to negotiate accordant conditions.
(5) Mandatory liability stipulations, e.g. section 14 of the German Product Liability Act (Produkthaftungsgesetz) shall remain untouched.

XII. Non‐Disclosure And Data Security Of Internet Connections

(1) Both you and we are obliged to treat all trade and company secrets as well as information and documents of the respective other party that are either obviously confidential or denominated as such by the other party confidential („Confidential Information“).
(2) „Treating confidential” according to this para 1 means two things, firstly that neither of us we shall make the other party’s Confidential Information accessible to a supplier, cooperation partner or other third party without written consent of the other party, and secondly that Confidential Information shall be protected against inadvertent disclosure to third parties with at least the same diligence as each party executes in its own matters, however at least adequately. The respective recipient shall ensure that all persons in its power possibly in contact with Confidential Information have been instructed to adhere to the stipulations in this section. Each recipient of Confidential Information furthermore has to inform the other party immediately if and when he learns about disclosure of Confidential Information in violation of this agreement or due to a legal obligation of disclosure, e.g. in the course of a lawsuit.
(3) The obligations in these paras 1 and 2 remain effective also after the termination of this agreement.
(4) We may analyze, prepare for statistical purposes (broken down into branches as well as overall) and provide third parties (in the last case, only in aggregate form) with data collected in the course of our cooperation.
(5) You are mindful of the fact that Internet lines without specific security measures (i.e. encryption) are not tap‐proof, and that third parties can theoretically tap and manipulate Internet traffic without authorization. You bear the responsibility for the security of data transmitted via Internet and stored on web servers by you.

XIII. Marketing, Reference

(1) You furthermore allow us, as we allow you, to publish on contract conclusion a press release about said conclusion which, however, shall be jointly agreed upon with the respective other party.
(2) Unless agreed upon differently, both parties are entitled to use the other party’s trademarks, labels and logos.

XIV. Termination

(1) The termination period for the cancelation of the contract, as far as the nature of said contract allows for a termination, depends on and shall be defined in said contract.
(2) If our concluded contract stipulates a term, both you and we may give extraordinary notice of cancelation with a cancelation period of 4 (four) weeks to the end of a month if the other party becomes insolvent, at the latest when a petition in insolvency is filed.
(3) We may extraordinarily cancel the contract with you if you do not settle an invoice entirely after two reminders the latest, with each reminder setting an adequate payment deadline.

XV. Assignment Of Rights, Set‐Off

(1) You may convey a claim against us to a third party only with our written permission.
(2) You may offset our payments against other outstanding accounts only with undisputed or legally binding claims.

XVI. Miscellaneous

(1) Place of performance is Frankfurt.
(2) Headlines in these Terms have been added for your reading convenience; legally binding are only the clauses.
(3) No subsidiary agreements have been made, and any such agreement and any waiver of the requirement of written form have to be made in writing.
(4) Any notice of cancelation required by or in connection with this agreement shall be given in writing.
(5) Any part of a stipulation of this agreement which is wholly or partially void, invalid, or unenforceable shall be severed from the remainder, and said remainder shall remain enforceable. Furthermore, said void, invalid or unenforceable stipulation shall be replaced by one that the parties would have reasonably wanted to include in this agreement if they had known about the lack of legal force.
(6) This agreement is governed by the laws of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The courts competent for Frankfurt shall have sole jurisdiction in relation to all matters arising out of this agreement.