General Terms and Conditions (GTC) for the services of Varify.io®, offered by Varify GmbH and Varify Software GmbH

Last update: 10.03.2024

§ 1 Scope

The services offered under the "Varify.io" brand by both Varify GmbH and Varify Software GmbH (hereinafter jointly referred to as "Varify.io") to their contractual partners (hereinafter referred to as "Customers") and the orders placed with Varify.io by the Customer are subject to the following terms and conditions. Deviations from these terms and conditions must be made in writing. This also applies to the repeal of the preceding sentence. General terms and conditions or deviating terms and conditions of the customer shall not apply to the contractual relationship. The GTC apply to entrepreneurs for all contracts concluded with Varify.io in their current version, regardless of whether Varify GmbH or Varify Software GmbH is the contractual partner.

§ 2 Definitions

For the purposes of these Terms and Conditions, the following definitions apply:
Varify.io customer account: Denotes the contract construct with all Varify.io accesses and access rights as well as booked services and is the central billing instance for the respective contract.
Varify.io Access: Denotes a specific access of an individual user to the Varify.io system.
Customer: Entrepreneur or company according to §14 BGB, who has concluded a contract with Varify.io.
Customer Data: This is data that the customer provides to Varify.io as part of the order for order fulfillment and billing, and for the provision of Varify.io access.

§ 3 Subject matter of the contract, target group and service level agreements (SLAs)

(1) Varify.io provides services for the adaptation, optimization and playout of this optimization in the form of variants for websites. For this purpose, Varify.io provides an infrastructure that enables the configuration of the pages to be optimized. Customers can customize these variants as they wish and also configure the display. The playout of the created variants is made possible by the correct integration of the Javascript code provided.

(2) The services of Varify.io are intended exclusively for entrepreneurs, legal entities under public law or special funds under public law. The conclusion of contracts with private individuals is excluded. For the purposes of these GTC, an entrepreneur is a natural or legal person or a partnership with legal capacity that, when concluding a legal transaction, acts in the exercise of its commercial or independent professional activity.

(3) By placing an order, the customer expressly declares that he is acting as an entrepreneur and is using the services of Varify.io for the purposes of his commercial or self-employed professional activity. Varify.io reserves the right to demand corresponding proof from the customer.

(4) Varify.io does not guarantee the availability of its services or the display of the variants. Varify.io may change the scope of its services at any time, insofar as this is possible due to improvements or required by law. The customer cannot derive any claims against Varify.io from this.

Communication on the part of Varify.io is exclusively by mail or in the online customer area of Varify.io. Varify.io can also offer other communication channels.

(6) Minimum Service Level Agreements (SLAs):

a) **Availability**: Varify.io commits to a minimum annual average availability of 99%'s services, excluding scheduled maintenance, for which customers will be informed at least 48 hours in advance.

b) **Support response time**: For customer inquiries via e-mail or via the online customer area, Varify.io guarantees a first response time of a maximum of 24 hours on working days (Monday to Friday, excluding public holidays).

(7) Varify.io draws attention to the fact that the actual availability and performance of the Services may depend on many factors beyond Varify.io's control, including the quality of the Customer's Internet connection and technical limitations of certain end devices. Varify.io will, however, always endeavor to minimize any disruptions and assist the Customer in finding a solution.

§ 4 Remuneration, invoicing, terms of payment

The fee for the services of Varify.io results from the offer on the website and in the ordering process of Varify.io at the time of the conclusion of the contract or at the time of the order or after announced changes not objected by the customer.
Payment for the services of Varify.io is due in full at the beginning of each billing period for the entire billing period. This also applies to ordered service quotas, regardless of whether the quota is used or exhausted. If usage-dependent charges are levied, the usage-dependent remuneration is due at the end of the billing period.
All payments are made immediately at the time they are due.
The customer's obligation to pay remains in force even in cases where services to be provided by third parties - for whatever reason - are not provided, unless Varify.io is at fault.
Varify.io is entitled to invoice all services ordered by the customer, even if the customer does not use the services or the results of the services or does not use them completely.
All prices are net prices and do not include statutory value added tax.
Varify.io keeps the created invoices in the Varify.io customer account. If applicable, Varify.io will transmit the invoices by email to the email address stored in the Varify.io customer account. Varify.io may also transmit the invoices to the customer in any other electronic form.

§ 5 Up-/Downgrades, Options
Upgrades:

The customer may - if available - switch to a higher-value offer or a longer billing period at any time. If this occurs within a billing period, the remaining unused compensation prior to the upgrade will be credited to the upgrade.
Downgrades: Customer may - if available - change to a less extensive offer or a shorter billing period in the Varify.io customer account at any time, effective at the end of a billing period.
Options: Additional services of Varify.io, which are offered as options to the existing contract, can be added to the main service at any time. If this is done within a billing period of the main service, the fee for the option will be charged pro rata for the remaining billing period of the main service. An option may be cancelled in the Varify.io customer account at any time effective at the end of the billing period of the main service. For upgrades/downgrades of options, the above points regarding upgrades and downgrades apply.

§ 6 Term of Contract, Termination of Contract, Notice of Termination

(1) The contract for the Single Domain Account begins when the order is placed on the platform and is concluded either on a monthly or annual basis. Payment for the selected period is collected in full in advance and the contract runs for the corresponding duration. The single domain account can be terminated up to the date of renewal. In the event of termination during the active period, there will be no refund of the amount already paid. Cancellation can be made directly via the platform.

(2) The contract for the agency account begins with the acceptance of an offer by the customer, which can be made informally and cannot be booked via the platform. Billing takes place either monthly or annually, depending on the agreement. The termination conditions for the Agency Account correspond to those of the Single Domain Account, but in this case the termination must be declared to Varify.io in writing.

(3) The minimum term for both account types is one payment period. New customers may be granted a 30-day free trial period.

(4) The contract may be terminated by either party at any time to the end of a payment period. If the customer terminates the contract by means other than in the Varify.io customer account or in writing in the case of an Agency Account, the customer must observe a notice period of one week to the end of a payment period ("processing period").

Premature termination of the contract is possible in the event of an objection by the customer in the case of changes to the GTC or prices in accordance with §11.1, subject to the period of notice specified therein. Immediate termination by a contracting party is possible if the other contracting party grossly violates its contractual obligations and it permanently fails to fulfill its obligations despite a written request to do so. Otherwise, early termination shall be excluded.

In the event of premature termination of the contract - irrespective of the reason - the remuneration for services already rendered but not yet invoiced shall immediately become due in full. A refund of remuneration charged in advance will not be made unless the customer has justifiably terminated the contract in accordance with the previous paragraph. In this case, the remuneration paid beyond the end of the contract will be refunded.

§ 7 Default of payment and collection procedures

(1) The customer is obliged to pay the agreed fees punctually on the agreed due date. In the event of non-payment by the due date, the customer shall automatically be in default of payment without any further reminder.

(2) In the event of late payment, Varify.io reserves the right to charge interest on arrears at the statutory rate. Varify.io shall inform the customer of the occurrence of default in payment and the default interest incurred.

(3) If the delay in payment persists, Varify.io is entitled, after setting a reasonable deadline and unsuccessful reminder, to temporarily block the services or to terminate the contract extraordinarily. Blocking the services does not release the customer from the obligation to settle outstanding claims.

(4) Varify.io shall send the customer at least one written reminder before blocking the services and inform the customer of the imminent blocking and the possibility of avoiding the blocking through payment.

(5) The costs incurred by Varify.io as a result of late payment, in particular bank charges for return debit notes and reasonable reminder and collection fees, shall be borne by the customer if the customer is responsible for the late payment.

(6) Varify.io reserves the right to hand over outstanding claims to a debt collection agency. In this case, the customer may be obliged to bear the costs incurred by the collection agency in addition to the main claims, insofar as these costs comply with the legal requirements and were necessary and appropriate.

(7) Customers are strongly advised to contact Varify.io at an early stage in the event of payment difficulties in order to find an amicable solution and avoid further costs.

§ 8 Right of set-off and retention

Against claims of Varify.io the customer has the right to offset only insofar as the counterclaims arise from the same contractual relationship and are undisputed or legally established. The exercise of a right of retention is only permitted insofar as the counterclaim is based on the same contractual relationship.

§ 9 Data protection

As a German provider, Varify.io is bound to comply with the German Data Protection Regulation (DSGVO) based on the EU-DSGVO (GDPR). Varify.io collects and processes the collected data exclusively on servers and with systems that are subject to the EU-DSGVO (GDPR).
Varify.io collects, stores and processes customer data of registered users by means of electronic systems to the extent necessary for the provision and billing of Varify.io's functions. This may include personal or person-related data. No data will be transmitted to third parties, unless this is necessary for billing (e.g. payment providers) or Varify.io is obliged to transmit customer data due to laws or judicial decisions.
The customer can retrieve the privacy policy with the exact description of the scope of the stored data as well as the procedural description of the data processing of both customer and user data in accordance with the DSGVO both on the Varify.io website and in his Varify.io customer account or request it at any time at info@Varify.io.
Varify.io guarantees that no personal or personally identifiable data of Varify.io variant visitors will be stored or kept reconstructible, unless the customer decides otherwise in his Varify.io customer account on his own responsibility (if possible).
Varify.io explicitly points out to the customer that data protection and data security for data transmissions in open networks such as the Internet cannot be guaranteed according to the current state of the art. Varify.io has taken all technical and organizational measures in accordance with the law to secure stored personal data against misuse and unauthorized access. However, especially in the case of data transmission via the Internet, Varify.io has no control over the access possibilities of third parties and therefore cannot assume any responsibility for the security of data transmitted via the Internet.

The processing of personal data by Varify.io is governed by the contractual agreements between Varify.io and the customer, taking into account the privacy policy of Varify.io. Varify.io is not liable for any data protection facts in the processing of personal data imported by the customer into the software. Excluded from this are data protection obligations contractually assumed by Varify.io, for example in the context of order processing. The customer must ensure that the use of the software is in accordance with the respective data protection regulations that apply to the customer. In particular, the customer is responsible for ensuring that any necessary facts (e.g. consents) on the part of the customer exist for the processing of personal data by Varify.io. Varify.io is not liable for any data protection violations on the part of the customer and/or the end user that arise from the illegal use of data or third-party applications by the customer and/or end user.
With regard to the contract and its content, as well as with regard to the functionality of the software, the parties agree on confidentiality to the effect that both parties shall only grant authorized persons corresponding information about the contract itself, the software and its functionality, as well as access to the customer's access to the software. Corresponding disclosure to third parties may only take place on condition that legitimate interests are safeguarded, e.g. for billing and legal prosecution purposes as well as for setting up the software for the customer by third parties commissioned by the customer. The same applies to corresponding legal requirements, e.g. for the fulfillment of legal information obligations and with the corresponding consent of the other party. After corresponding consent of the customer Varify.io is entitled to name the customer under mention of his name and company name as well as use of the company logo as reference. If a corresponding consent was given by the customer, this is effective until revoked.

The Customer is obliged to conclude an order processing agreement (AVV) with Varify GmbH to ensure compliance with data protection regulations in the context of the services provided by Varify.io. This contract regulates the processing of personal data by Varify.io on behalf of the customer and ensures that both parties comply with the data protection requirements of the GDPR. The order processing contract is available on the Varify.io website at https://varify.io/informationen-zum-datenschutz/ accessible. Failure by the customer to fulfill this obligation may result in the termination of the services provided by Varify.io.

§ 10 Obligations of the customer

The customer is exclusively responsible for creating the necessary technical and legal requirements for the use of Varify.io.
The customer implements the Varify.io components exclusively by himself. For the correct function of Varify.io, the customer must at least use the provided Javascript code on his website. Adaptations of the Javascript code are to be carried out by the customer only according to Varify.io's instructions and to be integrated into the website. The customer will receive detailed instructions in his Varify.io customer account. The customer alone is responsible for the correct integration of the Javascript code into his website as well as the correct addition of the link targets for the playout. A modification of the Javascript code or the variant URLs on the part of the customer is not permitted.
Important notifications from Varify.io will be made by e-mail and/or in the Varify.io customer account. The customer is responsible for ensuring that these messages reach him and that he takes note of them.
The customer keeps his data deposited with Varify.io always up to date. This applies in particular to data concerning tax aspects, billing and contact options. The customer is fully and unlimitedly liable to Varify.io for any damages resulting from non-compliance.
The customer is responsible for informing employees, customers and other third parties directly or indirectly affected by the use of Varify.io about the data collected and the nature of the data processing in accordance with legal requirements.
Overall, the customer undertakes not to violate contractual provisions or applicable law in connection with the use of Varify.io.

§ 11 Contract adjustments and information on price changes

(1) Varify.io reserves the right to adjust these General Terms and Conditions (GTC) and the prices for the services offered as required. This may be necessary due to market changes, cost increases, tax adjustments, legal changes or to improve the service.

(2) Changes to the GTC and prices shall be announced to customers with a reasonable notice period of at least four weeks in advance. The announcement shall be made via the customer's preferred communication channels, usually by e-mail or directly in the customer account on the Varify.io platform.

(3) Customers have the right to object to the changes. The objection must be received by Varify.io in text form (e.g. by email) within four weeks of the announcement of the changes. Customers will be explicitly informed of the deadline and the consequences of not objecting in the announcement of the changes.

(4) If no objection is made by the customer within this period, the announced changes shall be deemed accepted and become part of the contractual relationship. In the event of an objection, the contract shall remain in force under the original conditions until the contract is terminated by one of the parties in compliance with the regular notice periods, or Varify.io offers the customer an alternative solution that takes the customer's concerns into account.

(5) If a customer objects to the changes, Varify.io reserves the right to terminate the contractual relationship extraordinarily in compliance with the applicable notice periods.

(6) Customers shall be informed in the notification of change that the absence of an objection within the set period shall be deemed to be consent to the changes.

§ 12 Limitations of liability

(1) Varify.io shall be liable without limitation for damages resulting from injury to life, limb or health that are based on an intentional or negligent breach of duty by Varify.io, its legal representatives or vicarious agents.

(2) In the case of other damages, Varify.io, its legal representatives or vicarious agents shall only be liable in the event of intent or gross negligence. In the event of a breach of essential contractual obligations (cardinal obligations), the fulfillment of which is essential for the proper execution of the contract and on the observance of which the contractual partner may regularly rely, Varify.io shall also be liable in the event of slight negligence. In this case, however, liability shall be limited to the foreseeable damage typical for the contract.

(3) Varify.io shall not be liable for the slightly negligent breach of obligations other than those mentioned in the preceding paragraphs.

(4) Liability under the Product Liability Act remains unaffected.

(5) Insofar as the liability of Varify.io is excluded or limited, this also applies to the personal liability of its employees, representatives and vicarious agents.

(6) Varify.io assumes no liability for the uninterrupted availability of the platform or for technical or electronic errors of the online offer over which Varify.io has no influence, in particular not for disruptions or failures of communication networks.

(7) Varify.io is not liable for damages caused by improper use of the services provided by Varify.io by the Customer. The Customer is obliged to follow Varify.io's instructions and guidelines for the use of the services.

(8) Any further liability of Varify.io is excluded regardless of the legal nature of the asserted claim.

(9) Varify.io assumes no liability for damages or impairments caused by the website variants created by the Customer or by users authorized by the Customer. This includes, but is not limited to, direct or indirect negative effects on the functionality, performance, availability or appearance of the customer website. The customer bears full responsibility for the development, implementation and management of the variants and for ensuring that these variants have no negative effects on the customer's website or business.

§ 13 Nature and delivery of the "Psychological Trigger" card set

§ 14 Applicable law and place of jurisdiction

§ 15 Final provisions

The German language version of these General Terms and Conditions shall always be used to interpret the content of the contract and the rights and obligations of the contracting parties.
Place of performance and place of payment is Munich (Grünwald), Federal Republic of Germany. The law of the Federal Republic of Germany shall apply to this contract. The validity of the UN Convention on Contracts for the International Sale of Goods is excluded.
The exclusive place of jurisdiction for all claims arising from and on the basis of the contractual relationships between the contracting parties, including actions on checks and bills of exchange, as well as all disputes arising between the parties concerning the conclusion, execution or termination of the contract, is Munich, Federal Republic of Germany, in the case of entrepreneurs, merchants, legal entities under public law or special assets under public law, or if the customer has no general place of jurisdiction within the Federal Republic of Germany. Varify.io reserves the right to bring legal action against the customer at the customer's general or other place of jurisdiction, which may be competent according to national or international law.
Should individual provisions be or become invalid, or should the provisions contain a loophole, this shall not affect the legal validity of the remaining provisions. In place of the invalid provisions, a valid provision shall be deemed to have been agreed which comes as close as possible to the intended provision in economic terms.