Appendix I: General Terms & Conditions

‍for the Provision of Software Services, as of January 1st, 2024

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Preamble

Konvo GmbH (hereinafter “we” or “Software Provider”), offers merchants and service providers who are entrepreneurs (Unternehmer) within the meaning of Section 14 of the German Civil Code (“BGB”) (hereinafter “Client(s)”) an array of marketing services in accordance with the provisions of these Terms & Conditions.

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By signing or by using the services of the Software Provider, the Client agrees to the following Terms & Conditions.‍

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1. General provisions

(1) These Terms & Conditions conclusively contain the terms and conditions applicable between the Software Provider and the Client for the services offered by the Software Provider under these Terms & Conditions. Any provisions deviating from these Terms & Conditions shall only apply if they are confirmed in writing by the Software Provider. Terms and conditions of the Client shall not apply vis-à-vis the Software Provider. Counter-confirmations (Gegenbestätigungen) by the Client with reference to their own terms and conditions are expressly rejected.

2. Services of the Software Provider

(1) The Software Provider shall provide the Client with the recommendations and implementation of the agreed marketing services. The concrete scope of services results from the commercial agreement.

(2) In order for the Client to be able to use the recommendations of the Software Provider, they need their own access to the recommended tools and technological platforms. The Software Provider does not owe the establishment and maintenance of those between the Client’s IT infrastructure and the Transfer Point.

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3. Obligations of the Client

1. The services of the Software Provider may not be made available to third parties by the Client unless this has been expressly agreed by the Software Provider and the Client.
2. The Client undertakes – also to the agency’s suppliers – to comply with all applicable laws and regulations, including related to privacy, data protection and exportation, regarding its activities related to these Terms & Conditions.
3. The Client grants the Software Provider a non-exclusive right of use, unlimited in time and place, to reproduce, edit, transmit and, under certain circumstances, also otherwise use their product and brand content, insofar as this is necessary to enable the Software Provider to fulfill the contractual obligations of these Terms & Conditions.‍
4. The Client is further obliged to

a. support the Software Provider to a reasonable extent in providing the contractual services;

b. truthfully and completely describe the products and services offered by them (including the full price including any applicable value added tax as well as delivery time and shipping conditions);

c. comply with all consumer protection regulations, in particular the granting of a right of withdrawal (Widerrufsrecht), the provision of a legal notice (Impressum), insofar as this is required by law, and to provide data protection information to End Customers in their offers;

d. determine for themselves whether any taxes, levies and/or customs duties apply to the products and services they post and whether these are to be paid by them;

5. The Client grants the Software Provider the right to advertise with the Client’s name and logo on their website and other marketing materials.
6. The Client has to provide a testimonial about his satisfaction and experience with the Software Provider no later than 90 days after the contractual agreement date, which the Software Provider may use for advertising purposes (e.g., on their homepage, press release, ads). The Client agrees to do the testimonial in written form and as a video.

4. Fees

1. The amount of the fees to be paid by the Client to the Software Provider, the payment method and the payment period are based on the information in the commercial agreement. Transaction fees for the fee payments are to be paid by the Client.
2. Unless otherwise agreed, the Software Provider shall provide the Client – at the latest on the 15th of each month – with an electronic statement of the base fee for the current month and any additional fees incurred for the previous month. Unless otherwise agreed, the fees incurred in each case are due immediately after the invoice is issued, plus value added tax at the applicable tax rate. The Client agrees to the storage of the billing data for evidentiary purposes and/or within the scope of the statutory retention obligations. Objections to the respective invoice must be made in writing to the Software Provider within four weeks of receipt of the invoice, otherwise the respective invoice shall be deemed approved.
3. In the event of late payment regarding the fees, the Software Provider is entitled to demand interest on the outstanding fees from the respective Client at a rate of 8 percentage points above the base rate (Basiszinssatz). If payment of the fees is already more than four weeks late, the Software Provider is entitled to stop offering its services to the Client after a prior reminder with a deadline to no avail. The Software Provider's claim to fees remains unaffected by the blockage. Only when the outstanding fee claims have been settled by the Client will their services be reactivated.
4. The Software Provider is entitled to adjust the amount of the fees after each year of service according to the general price development and covering continuous improvements in the Platform. If the increase in the fees is more than 10% p.a., the Client has the right to terminate the contractual relationship at the end of the current contractual month for cause.

5. Duration of the contract and amendment of the Terms & Conditions

1. The term of the contract shall be determined by the commercial agreement.
2. Each party has the right to terminate the contract for good cause without notice. A good cause is in particular:

1. the breach by a Client of the provisions of these Terms & Conditions, which is not remedied even after a deadline has been set;
2. the tortious act (deliktische Handlung) of a Client or the attempt of such an act, e.g. fraud;
3. the Client’s delay in payment obligation in accordance with the fees to be paid by the Client pursuant to § 8 para. 1 by more than two months;
4. persistent operational disruptions due to force majeure beyond the Software Provider's control, such as natural disasters, fire, collapse of line networks through no fault of the Software Provider.

3. If the Client is responsible for the extraordinary reason for termination according to (2) they are obliged to continue to pay the Software Provider the agreed fees minus the expenses saved by the Software Provider until the earliest possible time of the end of the contract through ordinary termination.
4. Any termination must be made in writing.
5. The Software Provider shall notify the Client of any changes to these Terms & Conditions of business in writing or by e-mail. If the Client does not object to such other changes within 15 days after receipt of the notification, the changes shall be deemed to be agreed. The Client will be informed separately about the right to object and the legal consequences of silence in the event of changes to the Terms & Conditions.

6. Confidentiality

1. Confidential information to be treated confidentially is information expressly designated as confidential by the contractual partner providing the information and such information whose confidentiality is clearly evident from the circumstances of the transfer. In particular, the Software Provider shall treat the Client’s data confidentially if they should gain knowledge of them.
2. No information to be treated as confidential is present if the contractual partner receiving the information proves that it

a. was known or generally accessible to them before the date of receipt;

b. was known or generally accessible to the public before the date of receipt;

c. became known or generally accessible to the public after the date of receipt without the contractual partner receiving the information being responsible for this;

d. has to be provided to the Software Provider to comply with contractual obligations of the Software Provider.

3. The contractual partners shall maintain secrecy about all confidential information which they have come to know within the scope of this contractual relationship and shall only use this information for the other contractual partner’s prior written consent vis-à-vis third parties – for whatever purpose. If an administrative body or a court under proceedings asks for confidential information, the contractual parties will contact each other and will cooperate to minimize possible adverse effects of such disclosure. The Client acknowledges that, where an administrative body or a court under proceedings requests the Software Provider to disclose the name and address of the Client, the Software Provider is obliged to comply and to provide such information about the Client within the scope of the request. The Client further acknowledges that where WhatsApp requires information or evidence regarding the compliance of transactions by or agreements with the Client with the WhatsApp Terms the Software Provider is obliged to comply and to provide such information about the Client.
4. Public declarations of the contractual partners about cooperation are only made in advance and in mutual agreement.
5. The obligations pursuant to para. 3 shall also continue to exist beyond the end of the contract for an indefinite period of time, namely as long as the existence of an exception pursuant to para. 2 has not been proven.

7. Final provisions

1. The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction for all legal disputes is the registered office (Sitz) of the Software Provider. In addition, the Software Provider is also entitled to sue at the Client’s general place of jurisdiction (Allgemeiner Gerichtsstand).
2. Should selected provisions of these Terms & Conditions be or become invalid and/or contradict the legal regulations, the validity of the remaining provisions of these Terms & Conditions shall not be affected. The invalid provision shall be replaced by the parties to the contract by mutual agreement by a provision which comes closest to the economic purpose of the invalid provision in a legally effective manner. The above provision shall apply accordingly in the event of loopholes (Regelungslücken).

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