General Terms and Conditions (GTC)
Only the German version of these terms and conditions is legally binding; the English version is for informational purposes only.
Last revised: May 20, 2021
§ 1 Validity
These General Terms and Conditions are an integral part of all agreements entered into between you and Visable GmbH (hereafter referred to as: "we "or "us") regarding goods and services provided by Visable and are their sole guiding principle; other business terms do not apply even if we do not explicitly object and if we execute your order unconditionally. With the placement of orders you also confirm that you are not a user but a businessperson and merchant within the meaning of the HGB [German Commercial Code].
§ 2 Definitions and Contract Contents
The contents of your contract for including the corporate profile of your company under its actual company name in our supplier search consist of the data provided and the services selected by you in your client space on our website based on our current prospectuses and constitute your master contract. The design and sorting of your corporate profile is based on the latest data and default settings in your client space, subject to any individual agreements with a different content. We reserve the right to change these data and default settings even in the course of an on-going order and do not entitle you to any price reduction, withdrawal or termination. You may at any time change the details of your corporate profile in the context of the contracted palette of goods and services.
§ 3 Order Placement and Deadlines
You may place your orders with us in writing, electronically or by telephone. Your orders will be executed on the date selected by you irrespective of whether the order details to be indicated or entered by you are complete and correct. All orders are standing orders unless stipulated otherwise in an individual contract and are always extended by 12 months at a time if not cancelled by you with three months' notice (as received by us) per the end of the minimum contract term or the end of the respective 12-month extension. Notices must be submitted in writing. The additional orders "Google Ads" and "Retargeting" may be terminated with one month's notice per the end of the minimum contract term, afterwards with one month's notice per the end of the month; the additional order "Call Tracking" may always be terminated at one month's notice per the end of the month. The termination of the master contract (service package) ends also the additional contracts "Top Ranking", "D-A-CH" and "Website Leads". If you contract additional services during the contract term as a standing order, these additional contracts run initially until the beginning of the next extension period of the mast contract; afterwards the extension periods and notice periods for the master contract apply.
§ 4 Quality Assurance
We have the right to correct and objectively amend any errors found in your corporate profile in the context of our quality assurance without however being obligated to do so. You may revoke this permission at any time in writing and cancel or delete corrections and additions.
§ 5 Call Tracking
The following applies if you booked with us the Call Tracking service offered by MaTelSo GmbH in the context of your Google Ads order:
- You ask us to enter, on your behalf, into an agreement regarding a service called "Marketing Number Service (MNS)", hereafter referred to as "Call Tracking", with MaTelSo GmbH based in Stuttgart (http://www.matelso.de/). The Call Tracking agreement is signed directly between you and MaTelSo GmbH, to which the supplementary general terms and conditions of MaTelso GmbH apply and which can be found under https://www.matelso.de/de/agb.
- We take care of all phases of the life cycle of the agreement, i.e. of the contract itself, the system configuration, the revisions (e.g. expansion of the scope of services) and the termination. You will be given an individual telephone number that you can use for booking advertising campaigns. Callers who dial this individual number are put through automatically to a telephone number chosen by you. This happens via a virtual telephone system that is able to route each call individually without you or the caller noticing that the call is handled using a Call Tracking number. You may request from us call reports, i.e. statistics and data regarding your call history via this individual telephone number.
- It is up to you to make all the necessary revisions to your own website, in particular to change your current telephone numbers to the MNS numbers.
- You ask MaTelSo through our intermediary to switch on one or more regional MNS telephone numbers in your local area network in Germany in order to publish these for the purpose of providing the MNS service instead of your current telephone number(s).
- You confirm that you have an address for regular mail service in the indicated local area networks if a regional landline telephone number is to be used. False information may lead to the deactivation of the telephone number(s).
- The necessary allocation, activation and administration of the telephone numbers is handled by MaTelSo. MaTelSo provides a virtual telephone system with routing and messaging functions. The complete technical operation of the MNS telephone numbers and the telephone platform (virtual telephone system) for handling the phone calls is taken care of by MaTelSo.
Itemised call listing: For the purpose of Call Tacking MaTelSo records and stores itemised call lists showing the connection data: the C-number (caller, if sent), the F-number (forwarding number), the MNS telephone number as well as the date, time and duration of the call. If you contract us to provide you by email with the itemised call lists stored by MaTelSo for inspection and further use, a separate third-party data protection contract is necessary under the Data Protection Act; we will then send you the respective forms.
§ 6 Our Contractual Obligations
Our performance obligation is to make available to you storage capacity for the presentation of your corporate profile for the duration of the contract term and guarantee that your corporate profile is in our supplier search engine. We also will try, without being obligated thereto, to keep your corporate profile up to date by consulting the data and charts available on your website and to place and promote them to the extent that this is technically feasible and reasonable in whole or in part also on the websites of third parties, in social networks and in other user forms and media. A specific content or graphic quality of your corporate profile is not part of the contract. Evidence of publication may be provided by us in the form of actual screenshots or the reproduction of dated and stamped data files from our internal backup system.
§ 7 Your Contractual Obligations
Access data consisting of username and password are at your disposal for use in your client space. Please keep your password secret and do not give it to unauthorised third parties. You are obligated to change your password immediately if you think that an unauthorised person has obtained your password. You are liable under general laws for the contents and data of your corporate profile as well as for keeping all your data files free from viruses. You may not store any illegal, unethical, insulting, threatening, violent, racist or sexually offensive contents or provide a link to contents that violate religious feelings or disparage those with different political views, or to contents that are suitable to put children or juveniles morally in harm's way or endanger their well-being.
If we are sued for breach of one of these obligations, you must hold us upon first request harmless against all third-party claims.
In case of a breach of one of these obligations we also have the right to block your corporate profile and terminate this agreement without notice. We also reserve the right to refuse publication of any material that might infringe applicable laws, the public order, ethical precepts, recognised principles of moral conduct or of competition, trademark or truth-in-advertising laws. No refund of paid fees is granted in such cases. You are also obligated to note any advertising content in your linked web offers if editorial and advertising content is mixed, and clarify that you yourself are responsible for the content of these web offers.
§ 8 Payments and Due Dates
Invoices are issued once your order has been accepted. We also have the right to issue only electronic invoices. Payments are due immediately after receipt of invoice and in advance for the respective period without discount unless payment by instalments has been stipulated in a separate contract. In case payment by instalments has been stipulated in a separate contract, one-time services will be billed together with the first instalment. If you are in default with an instalment, in particular because a debit note was not executed or, contrary to the agreement, a SEPA automatic debit authorisation was not granted within 14 days after the acceptance of the order or was revoked after having been granted, any instalment agreement is terminated with immediate effect without the need for a separate termination notice. Besides, we will have the right to file, at our option, a judicial dunning procedure or complaint concerning all contractual obligations. Payment is considered made as soon as the amount in question is at our actual disposal (in case of checks by the date of the unconditional credit to our account). You will be billed for the amount of our actual costs, at least however for the amount of 10.00 EUR, for any returned debit notes.
Once per extension period we will have the right to increase our prices by a maximum of five per cent.
In case of a default we will charge you with the default interest pursuant to Sec. 288 II BGB [German Civil Code] and will have the right to suspend our services in whole or in part.
It is agreed herewith that the advance notification period for SEPA automatic debits is shortened to one (1) day. Only undisputed or legally enforceable counterclaims may be offset against our invoices. Representatives will have the right to collect debts only with a power of attorney.
§ 9 Defective Performance, Buyer's Acceptance and Legal Liability
Any legal liability for short and insignificant interruptions in accessibility to your corporate profile beyond our control or for any disadvantages arising from the unauthorised use of your access data attributable to you is excluded. This applies also to any defective performance during maintenance work; such work does not entitle you to a price reduction, termination or assertion of compensation claims. Remedies for a defective performance are conditional on a timely notification. Claims for defects that are not notified to us in writing within two weeks after you became aware of them are excluded. Contractual services are considered to have been accepted with their first use, at the latest however 10 days after having become available. Warranties are preferentially remedied through rectification. If rectification fails after two unsuccessful attempts, you are entitled to a fee reduction or termination for cause. We will be legally liable only for damages attributable to a grossly negligent or deliberate breach of duty or a negligent breach of material performance obligations by us or our vicarious agents. In any event the legal liability is limited to the amount of damages foreseeable on the contract signing date and does not include cases of force majeure. The limitations period for defective performance by Visable is shortened to 12 months unless the defect is based on premeditated malice.
§ 10 Data Processing and Assignment of Rights
With the placement of an order you agree to the processing, storage and use of the data in your corporate profile and user profiles as well as the associated personal data necessary for the purpose of executing the order, invoicing, increasing the promotional effect of your corporate profile, technical support and performance analysis.
Furthermore, you give Visable the right, in the extent necessary for executing the agreement, to store, edit, process and publish your logos and corporate or product-related images, movies and texts on any websites and comparable media, including mobile, as well as services.
The above will not be shared with third parties that are not party to the contract.
§ 11 Miscellaneous
The laws of the Federal Republic of Germany apply. The place of performance and the legal venue will be the principal place of business of Visable. We have the right to sue Austrian clients in the court competent for Vienna, City Centre, Swiss clients in the court of Baar, all alternatively also wherever their assets are held. All changes to these General Terms and Conditions, including the form clause, must be in writing. The lack of validity of individual provisions does not in any way affect the validity of the other provisions of these General Terms and Conditions.
Phone: +49 (0) 40 254 40-0
Fax: +49 (0) 40 254 40-100
VAT ID no.: DE263357612
Tax number: 48/763/02042
Commercial register: HRB Hamburg no. 106779
Managing Director: Peter F. Schmid
General Terms and Conditions (GTC)
Last revised: May 20, 2021