General Terms and Conditions

1) Scope

(1) The following General Terms and Conditions are an integral part of every contract between Leadtree GmbH, Bahnhofstr. 94a, 82166 Gräfelfing (hereinafter: Leadtree) and the client as well as its legal successors.

(2) Leadtree provides its services, deliveries and performances exclusively on the basis of these General Terms and Conditions.

(3) Only entrepreneurs, i.e. persons acting in the exercise of their commercial activity, can become contractual partners. Leadtree is therefore entitled to demand corresponding proof from the client.

 

 

2) Subject of the Contract

(1) Leadtree provides various services in the online sector.

(2) The exact subject matter of the contract is determined by the parties in individual contracts as part of a specific offer that Leadtree submits to the contractor (hereinafter referred to as “order”)

 

 

3) Conclusion of Contract

Leadtree submits a written offer to the client. The contract is concluded when the contractor accepts this offer, either in writing or orally.

 

 

4) Remuneration for the services

(1) The remuneration for the services of Leadtree shall be agreed by the parties in individual contracts within the framework of the order.

(2) Leadtree invoices its services at the beginning and towards the middle of each month as advance payment.

 

 

5) Obligations of Leadtree

(1) The client is aware that in the online sector there are generally no exact specifications from search engine operators and portal operators, but only recommendations, instructions and guidelines.

(2) The client is aware that the agreed objectives depend on a large number of factors, not all of which can be influenced. In this respect, Leadtree cannot assume any liability or guarantee for a specific positioning or placement.

 

 

6) Duties of Cooperation

(1) The client is obliged to carry out all actions necessary for the proper provision of services by Leadtree upon first request. Exactly which actions of the client are required for the proper provision of services is to be determined by Leadtree on a case-by-case basis.

(2) If the client does not carry out the actions required of it or refuses to carry them out, Leadtree is not obliged to provide the service for which the client’s cooperation is required. However, this does not mean that Leadtree loses its claim to remuneration for the service. Furthermore, Leadtree is not liable for damages caused by the lack of cooperation on the part of the client.

 

 

7) Rights of Use

(1) The client receives a materially and spatially unrestricted, temporally unlimited simple right of use to the services provided by the Leadtree. The right of use is not transferable.

 

 

8) Liability / Warranty

(1) Since there are no exact specifications on the part of the search engine operators and portal operators, there is a very low probability that individual measures taken by Leadtree can lead to the exclusion of the client from the respective Internet platform of the portal operator. Liability on the part of Leadtree in these cases is excluded, unless the exclusion is based on culpable, objectively incorrect performance on the part of Leadtree.

(2) Leadtree maintains a constantly monitored system for its service. If the system is running properly, the use of Leadtree’s services is guaranteed at all times. In this respect, Leadtree guarantees an availability of its services of 98% on an annual average. Excluded is the unavailability of services caused by force majeure or technical reasons beyond the control of Leadtree.

(3) Leadtree is only liable for damages other than those resulting from injury to life, body and health if these are based on intentional or grossly negligent action or on culpable breach of a material contractual obligation by Leadtree, its employees or its vicarious agents. This also applies to damages arising from the breach of obligations during contract negotiations and from the performance of unauthorized acts. Any further liability for damages is excluded.

(4) Except in the case of intentional or grossly negligent behavior, breach of a cardinal obligation or injury to life, limb or health by Leadtree, its employees or its vicarious agents, liability is limited to the damages typically foreseeable at the time the contract was concluded and otherwise to the amount of average damages typical for the contract. This also applies to indirect damages, in particular loss of profit.

(5) The provisions of the Product Liability Act remain unaffected.

 

 

9) Confidentiality

(1) Leadtree undertakes to keep secret all information, data and documents of the client that become known to it verbally, in writing or electronically in the course of its activities (confidential information), in particular not to disclose them to third parties and to treat them confidentially with the care of a prudent businessman. Confidential information may only be passed on to third parties with the express written consent of the client.

(2) The Leadtree is further obliged to use the confidential information only for the purposes of the cooperation.

(3) Should the Leadtree be legally compelled (e.g. by legal obligation, court or official order) to disclose confidential information to third parties, the Leadtree must inform the client immediately in writing.

(4) Leadtree is obliged to properly store all information and documents made available to it within the scope of this order and to ensure that third parties cannot gain access to them.

 

 

10) Contract Duration / Termination

(1) The contract is concluded for an indefinite period and may be terminated by either party at any time.

(2) The exact term of the contract and the notice periods are set out in the individual contract.

 
 
11) Whitelabel

(1) The client has the option of offering Leadtree’s services to its own customers in the form of a so-called white label. In such a case, the client acts as the provider of the service in the external relationship with its customers. Leadtree does not conclude a contract with the client’s customer, but merely acts as a subcontractor for the contractor in relation to its customer. It is the sole responsibility of the client to comply with all legal regulations (in particular competition law, data protection law) in relation to its customers.

(2) If the client wishes to have such a white label relationship, this requires an express, separate agreement between the client and Leadtree.

(3) In addition to the remuneration regulated in § 4, a separate fee is due for the white label contract. The parties shall agree the specific amount in an individual contract within the scope of the order.

(4) Notwithstanding § 7, the client is entitled to grant its own customers the corresponding simple rights of use for a limited period of time until the end of the contract between the client and Leadtree.

(5) Should there be an infringement of rights or damage by the client’s customer, the client is fully liable to Leadtree for this behavior.

 

 

12) Transfer of Contractual Relationships

Leadtree is entitled to transfer existing contractual relationships with the client with a debt-discharging effect for it to a corporation yet to be founded. The transfer takes place through a declaration by Leadtree and the corporation to the client. Upon transfer, the acquiring corporation enters into all rights and obligations arising from the existing contracts between Leadtree and the client. The client hereby agrees in advance to the transfer of the contractual relationship to such a corporation. 13 Amendments, place of jurisdiction (1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. Mandatory provisions of the country in which the client has his habitual residence shall remain unaffected.

(2) The place of jurisdiction for disputes arising from the contract is the registered office of Leadtree, provided that the client is a merchant, a legal entity under public law or a special fund under public law.

 

 

13) Changes, Jurisdiction

(1) The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Mandatory provisions of the state in which the client has his habitual residence remain unaffected.

(2) The place of jurisdiction for any disputes arising from the contract is the registered office of Leadtree, provided that the client is a merchant, a legal entity under public law or a special fund under public law.