General terms and conditions of business

These are the terms of use between you and PEWEO governing your use of the regulate service. We refer to them as our “Terms and Conditions”.

From and between

PEWEO with headquarters at Montée des Aulnes 5, L ‑ 6611, Wasserbillig, Grand Duchy Luxembourg, and duly represented by Marc Schiwek in his capacity as CEO, in The following “Contractor”,

and

Hereinafter referred to as “client”.

Recitals

Website as a Service

The contractor specializes in websites as a service. This is a new concept designed to give business owners a hassle-free way to keep their website up to date. Instead of making a large initial investment and then dealing with unpredictable expenses for updates, fixes, and redesigns, Website as a Service lets you pay a low monthly fee to ensure your website never goes out of date again.

The contractor offers a complete website or online shop for the client's customer base. The client pays the fee set during the ordering process for an indefinite period of time. The service includes: Professional web design, professional copy/content, annual website refresh, mobile optimization, website maintenance, contact form, search engine submission, social integration. With a maximum of pages per website during the ordering process. In addition, the number of email addresses specified during the ordering process will be provided. By default, the website is created in one language (German or English). Each additional language costs the customer 80% in addition to the basic monthly fee. The website and, unless otherwise agreed, the domain that are created/used during the service belong to the contractor at all times.

Therefore agree the parties, in consideration of the foregoing recitals and the terms, covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as follows:

In addition to those provided elsewhere in this Agreement capitalized terms defined, the following words and expressions have the meanings set forth below:

Agreement means this Agreement and includes in its entirety the PEWEO Terms and Conditions and all exhibits, appendices, schedules and amendments , which can be attached or made.

Intellectual Property means all patents, invention rights, utility models, copyrights and neighboring rights (including moral rights), trademarks, service marks, trade, business and domain names, trade dress rights, goodwill rights , customer rights, trade names, company name and reputation, right of action, unfair competition rights, design rights, computer software rights, database rights, topography rights, rights to confidential and/or proprietary information (including know-how and trade secrets) and all other intellectual property rights, whether registered or unregistered, including any application for, renewal or extension of such rights and any similar or equivalent rights or forms of protection in any part of the world.

Loss or Damagemeans any direct, special, incidental or consequential damages, damages, liabilities, claims, costs and/or expenses of any kind whatsoever, including loss profits, loss of revenue, incidental losses and costs incurred to limit the foregoing and reasonable legal costs and expenses .

Employees means the employees, directors and officers of a party and any affiliates such as agents, subcontractors, accountants, bankers, financial or legal advisors or consultants.

Term means the period for which this Agreement is in effect, including the Initial Term and any periods for which the Agreement is renewed and referred to as the Renewal Term.

User Data User Data means any type of content such as videos, text files, databases, digital images, audio files and any other form of media stored on or transmitted through the Service.

Working day is a normal working day within the meaning of Luxembourg law, excluding Saturdays, Sundays and public holidays

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The contractor specializes in websites as a service. This is a new concept designed to give business owners a hassle-free way to keep their website up to date. Instead of making a large initial investment and then dealing with unpredictable expenses for updates, fixes, and redesigns, Website as a Service lets you pay a low monthly fee to ensure your website never goes out of date again.

The contractor offers a complete website or online shop for the client's customer base. The client pays the fee set during the ordering process for an indefinite period of time. The service includes: Professional web design, professional copy/content, annual website refresh, mobile optimization, website maintenance, contact form, search engine submission, social integration. With a maximum of pages per website during the ordering process. In addition, the number of email addresses specified during the ordering process will be provided. By default, the website is created in one language (German or English). Each additional language costs the customer 80% in addition to the basic monthly fee. The website and, unless otherwise agreed, the domain that are created/used during the service belong to the contractor at all times.

Therefore agree the parties, in consideration of the foregoing recitals and the terms, covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as follows:

In addition to those provided elsewhere in this Agreement, capitalized terms defined, the following words and expressions have the meanings set forth below:

Agreement means this Agreement and includes in its entirety the PEWEO Terms and Conditions and all exhibits, appendices, schedules, and amendments, which can be attached or made.

Intellectual Property means all patents, invention rights, utility models, copyrights and neighboring rights (including moral rights), trademarks, service marks, trade, business and domain names, trade dress rights, goodwill rights, customer rights, trade names, company name and reputation, right of action, unfair competition rights, design rights, computer software rights, database rights, topography rights, rights to confidential and/or proprietary information (including know-how and trade secrets) and all other intellectual property rights, whether registered or unregistered, including any application for, renewal or extension of such rights and any similar or equivalent rights or forms of protection in any part of the world.

Loss or Damage means any direct, special, incidental or consequential damages, damages, liabilities, claims, costs and/or expenses of any kind whatsoever, including loss profits, loss of revenue, incidental losses and costs incurred to limit the foregoing and reasonable legal costs and expenses.

Employees means the employees, directors and officers of a party and any affiliates such as agents, subcontractors, accountants, bankers, financial or legal advisors or consultants.

Term means the period for which this Agreement is in effect, including the Initial Term and any periods for which the Agreement is renewed and referred to as the Renewal Term.

User Data means any type of content such as videos, text files, databases, digital images, audio files and any other form of media stored on or transmitted through the Service.

Working day is a normal working day within the meaning of Luxembourg law, excluding Saturdays, Sundays and public holidays.

Search Engine Optimization

The subject of the contract is the contractor's services in the area of Search Engine Optimization (SEO) for a fee.The aim is for the customer's website (hereinafter: website), which is accessible on the Internet, to be available to the Entering certain relevant search terms agreed between the parties (hereinafter: “Keywords”) in search engines by the search engine user in a higher position listed than is currently the case. A certain search engine ranking will not owed. If another search engine is not explicitly specified, refers the advice solely on Google. The customer is aware that SEO is an ongoing process and that it is up to the visibility of the initial changes up to 12 months after implementation of all proposed by the contractor Changes can take time. The customer is also aware that the search engine placement of depends on a variety of factors that are subject to constant change are not known to individuals. Unforeseen changes in placement – ​​also one drastic deterioration or complete removal from the index of the respective Search engine – cannot be ruled out.

Advice for on-page measures

As part of the on-page optimization, the contractor will, at his own discretion, advise the customer regarding the page structure and/or content of the website, its titles, headings, meta data, image descriptions, etc. and make recommendations for changes. Depending on requirements, the contractor will also advise the customer with regard to web analysis tools (e.g. Google Analytics) and other website-related topics. Advice will be provided at the contractor's discretion by email, telephone or in customer conversations. Unless expressly agreed otherwise , the customer is responsible for implementing the suggestions, in particular for any potentially recommended modification of the website's source code. In the event of changes to an SEO-relevant parameter, a significant change to search engine algorithms, problems within the Google Webmaster Tools or a sudden deterioration in search engine rankings, the contractor will advise the customer at short notice on how to proceed within the term of the contract, suggest possible remedies and provide the customer with the best possible support in the implementation.

Off-page services

The contractor will check whether the quantity and/or quality of the links (backlinks) the Website can be improved and make appropriate recommendations(Off-page optimization).

Auditing, reporting and communication

The contractor will provide the customer with a monthly report (“Report”), from which the current ranking of the website in the contractual search engines and the number of backlinks can be seen. The contractor will examine SEO-relevant parameters (in particular listing on Google) for relevant changes as part of a weekly automated check. If the contractor notices significant changes in the checked parameters, he will inform the customer immediately, but no later than within one month, with a description of the change (“Alert”). If the customer has provided the contractor with the relevant access data, the contractor will once check the data in the Google Webmaster Tools on a monthly basis for any need for action and inform the customer about this in an appropriate and timely manner. At the express request of the customer, the contractor will discuss any need for action that may arise from a report or alert with the customer in a monthly telephone call . The contractor will offer the customer an appointment in good time. For communication (in particular recording tasks, comment function, etc.) between the parties, the contractor provides the customer with access to a collaboration tool for an additional charge of 20 (twenty) EURO. The parties agree to conduct communication primarily via this route.

Optional services

If the contractor takes on other service orders, such as the implementation of proposed on-page optimization measures, programming services or other additional adjustments, the creation of content, workshops, training or other consulting services, the contractor is obliged to take action within the agreed period and scope. The details of the service to be provided by the contractor result from the respective order. Unless expressly agreed otherwise, optional services will be remunerated depending on the effort incurred.

Other obligations of the customer

The customer will name a contact person for the contractor who is authorized and able to make all decisions within the framework of this contractual relationship and to communicate them to the contractor.

The customer will contact the contractor to provide the best possible support in the selection of keywords and, in particular, to provide comprehensive information about the target group of the websites and possible search terms. The customer is solely responsible for the selection of keywords. This includes in particular the obligation to check the admissibility of keywords suggested by the contractor. If the customer does not object to keywords suggested by the contractor in text form within 3 working days, they are considered approved.

If the customer notifies the contractor commissioned with the implementation of on-page optimization measures, the customer must back up his data before starting the programming work and, after completion, check the functionality of his website before the updated version is put online. In addition, the customer will also back up his other data, in particular his user data, at regular intervals, at least daily.

UI/UX Design

The development of design drafts/product concepts and the granting of licenses for such design drafts/product concepts takes place exclusively on the basis of the following terms and conditions. These conditions also apply to all future development contracts, unless different provisions are expressly agreed.

The contractor's offer has the validity specified in the offer and refers to the development of the design drafts/product concepts for one (1) design. Information on processing times refers to the date of the written order placement by the client and is non-binding.

The development of the design drafts/product concepts usually takes place in three phases (creative phase, concretization phase, final definition), unless otherwise agreed with the client. The contractor is obliged to create a maximum of three drafts as part of the creative phase. After receipt of the drafts, the client is obliged to inform the contractor in writing within one month whether one of the drafts will be accepted without reservation as a contractual service, whether further specification will take place on the basis of one or more drafts or whether the contractual relationship will be terminated.

If the contractor is commissioned to develop design drafts/product concepts, he has freedom of design. Suggestions from the client or other cooperation have no influence on the amount of remuneration. They do not constitute co-copyright.

The client assures that he is entitled to use all documents and information handed over to the contractor and that these are free of third-party rights. If, contrary to this insurance, he is not authorized to use them or if the documents and information are not free of third-party rights, the client will internally release the contractor from all third-party claims for compensation. The obligation to indemnify does not apply if the client proves that he is not at fault.

Until the total fee for all work phases has been paid in full, the client is not authorized to publish the contractor's drafts and/or register them as intellectual property rights without the contractor's consent. He will not make the drafts accessible to third parties either as a whole or in parts without the consent of the contractor.

The client is obliged to examine the design drafts/product concepts developed by the contractor within a reasonable period of time after receipt and to report any defects to the contractor. Notices of obvious defects must be made in writing within two weeks of delivery of the work; notices of non-obvious defects must be made in writing within two weeks of discovery of the defect, but within 6 months of delivery of the work. To meet the deadline for complaints, it is sufficient to send the complaint on time. If the obligation to inspect and give notice of defects is violated, the contractor's work with regard to the defect in question is deemed to have been approved.

If the order processing requires the use of the services of a third party, the contractor is authorized to enter into the corresponding contractual obligations after consultation in the name and for the account of the client. If the contractor obtains third-party offers, the services used to obtain the offer will be charged based on time and costs, even if the client awards the order to someone else.

Legal defense, validity of copyright

The client expressly acknowledges that the contractor is the sole author of the design drafts/product concepts. The provisions of the Copyright Act also apply in the event that the designs do not have the necessary level of creativity. In particular, the client is responsible for paying the agreed fees regardless of whether the designs are eligible for copyright or other protection and also in the event that the protection periods of special protection rights expire obligated.

Contract Term

The agreement is valid for the specified period from completion of the ordering process. Unless terminated in accordance with this Agreement, the Agreement will automatically renew on the same terms and conditions for additional periods of one (1) month or one (1) year.

Termination for Good cause

The contract may be terminated at any time after one (1) calendar month from the date of written termination before the end of the term or before the expiration of the current extension period:
The client does not pay any invoices less disputed items and/or amounts. The dispute describes in detail the amount and reason and, if necessary, includes a proposal to remedy the situation. From both parties if the other party becomes insolvent and goes into liquidation during the term.

Termination without reason

Either party may terminate the Agreement after the Expiry Date by providing written notice of termination to the other party. The contractor reserves the right to terminate the contract at any time without giving reasons.

Effect of Termination

In cases where the Contract is terminated and regardless of the reason for termination, a party must return the other party's goods and materials to the other party within 10 (ten) working days after the date on which the termination takes effect. As of the effective date of termination, both parties agree not to use any property or right owned or granted by the other party, including without limitation logo(s) and trademark(s), unless otherwise agreed and no longer represent itself as having any kind of professional or contractual relationship.The Contractor is entitled to access all data belonging to or relating to the other party after two (2) calendar months from the date of effective termination delete.

Fees, Billing, Payment

The Agreement may be terminated at any time after one (1) calendar month from the date of written termination prior to the expiration of the Term or the expiration of the then-current renewal period.

Invoicing

On the last day of each month (hereinafter the invoice day), the contractor is entitled to invoice the client for all amounts due on the basis of the above-mentioned service. The contractor will invoice the client in EURO. The customer must invoice according to the The transmission should be checked by the contractor immediately and as far as this is possible in accordance with the normal business situation and, if an error is identified, this should be reported to the contractor within 14 days. If the customer fails to report, the invoice including the use of the monthly budget is deemed to have been approved, unless there is an error that was not apparent during the check. If it is an error that was not apparent during the inspection, the report must be made within 14 days of its discovery.

Payment

All agreed prices are net prices and do not include the applicable statutory VAT, currently. 17%.The client must ensure that the payment is received in the client's account shown on the invoice within a maximum of ten (10) working days. If this is not the case, the service provided will be stopped immediately and will not be resumed until the outstanding invoice amount has been paid.

Billing Disputes

If the Client has reasonable grounds to dispute an invoice, the parties shall consult in good faith to attempt to resolve the dispute. In this case, the contractor is entitled to suspend the provision of the services.

Liability

The client is liable for any content on the website provided by the contractor. The client must ensure that all legal requirements of the country in which the client's company is based are met.

The contractor and/or his vicarious agents and/or legal representatives are liable for damages that are not Bodily damage is only possible in the case of intent or gross negligence. The contractor's contractual and non-contractual liability for property damage and financial damage, lost profits and consequential damage due to defects is excluded in the event of slight negligence, unless liability for breach of essential obligations (cardinal obligations) is involved. Cardinal obligations are those obligations whose fulfillment makes the proper execution of the contract possible and on whose compliance the customer can regularly rely. In cases of slightly negligent violation of a cardinal obligation, liability is only for the foreseeable damage that typically occurs in transactions of this type, but in terms of amount no more than the order sum, which corresponds to the orders of the last year before the event causing the damage became known.

In all other respects, liability is excluded, although the exclusion of liability does not apply in the event of damage to life, body or health of a person or for liability under the Product Liability Act.

As a service provider, the contractor is not liable for Damage that arises due to technical malfunctions or disruptions in performance by the contractor or other third parties. The contractor is also not liable for damage that the customer could have prevented by taking reasonable measures, in particular regular, at least daily, program and data backups.

PEWEO does not guarantee the ability to protect and enforceability of related claims from the author -, (Community) design, utility model, patent, trademark and competition law, and he is not responsible for any relevant research. However, he is obliged to inform the client of any legal risks that may exist if they become known to him during the term of the contract. The contractor is not liable for the legal, in particular competition and trademark law, admissibility of the intended use.

Warranty

The contractor will only provide advice and support. Otherwise, the statutory provisions apply to the warranty, whereby claims by the customer against the contractor due to poor performance or defects in the execution of the services expire six months after the claim arose and knowledge or grossly negligent or willful ignorance of the circumstances giving rise to the claim.

The contractor endeavors to take its measures in accordance with the guidelines of the respective search engine. However, the parties are aware that individual agreed search engine optimization measures may violate the guidelines of individual search engines and that this does not represent inadequate performance by the contractor. This applies in particular if the customer has explicitly approved certain measures by the contractor with knowledge of the guidelines.

Confidentiality

Each party acknowledges that in connection with this Agreement it will have access to certain confidential and proprietary information of the other party (“Confidential Information”). Confidential Information includes, but is not limited to, information that is either marked as confidential or that the receiving party knows to be treated as confidential by the disclosing party. The receiving party agrees to keep Confidential Information confidential and to use such information only as authorized by this Agreement or otherwise authorized by the disclosing party and to afford such information the same standards and protections that it uses to protect its own confidential information Business information used. The receiving party will limit the distribution of Confidential Information to its employees who have an urgent need for access to fulfill the terms of this Agreement and will ensure that such employee undertakes a similar obligation of confidentiality. Except for Confidential Information necessary to perform obligations or exercise rights under this Agreement, materials or documents containing Confidential Information will be promptly returned to the disclosing party upon written request or otherwise in accordance with this Agreement. Confidential Information does not include information: (i) that is now generally available to the public or through no general fault or breach of the receiving party; (ii) that the receiving party can document that it was already known to it prior to the disclosure by the disclosing party; (iii) independently developed by the receiving party without use of the disclosing party's Confidential Information; and (iv) that the receiving party rightfully received it from a third party who had the right to transmit or disclose it. If the receiving party is subpoenaed or ordered by a court of a governmental authority to disclose Confidential Information, the receiving party will, to the extent permitted, promptly provide written notice to the disclosing party to enable the disclosing party to seek a protective order to protect the confidentiality of such information. Each Party shall procure to the other Party that its employees enter into an obligation of confidentiality substantially in accordance with this Article.

Miscellaneous

The contractor is permitted to advertise in an appropriate manner the fact that the customer has commissioned the contractor, and for this purpose he may use the customer's logos, etc. in online and offline reference lists even after the end of the contract.If Unless otherwise expressly agreed in writing, the contractor is permitted to accept and process orders from customers in the same or similar industries during the term of the contract and beyond. This also applies in particular to optimization for similar or identical search terms from different clients.

Final provisions

If the contract contains ineffective regulations, the validity of the contract remains unaffected.

The services are provided exclusively on the basis of this contract. The inclusion of a customer's general terms and conditions that contradict these agreements is already objected to.

Subsidiary agreements and contractual changes must be in writing to be legally valid.

This contract is exclusively governed by Luxembourg law applicable.

Assignment

Neither party may assign or transfer this Agreement, in whole or in part, without the written consent of the other party, except in the event of a sale of substantially all of a party's business related to this Agreement. Any attempt to assign, lease or transfer this Agreement without such consent will be void and may result in the termination of this Agreement without prejudice to any other remedy available under this Agreement or applicable law. In the event of a sale of substantially all of the assets of a party or a merger or acquisition of a party, the other party reserves the right, in its sole discretion, to terminate this Agreement without compensation. The Terms and Notices provide the terms and conditions applicable to certain PEWEO services apply.


Place of jurisdiction 24.11.2021