General Terms and Conditions of Varify GmbH for Varify services
§ 1 Scope of application
- For the services of Varify GmbH (hereinafter referred to as Varify) offered under the brand "Varify" its contractual partners (hereinafter referred to as customers) and the orders placed to Varify by the customer, the following terms and conditions apply. Deviations from this require the written form. This also applies to the cancellation of the previous sentence.
- General Terms and Conditions or deviating conditions of the customer are not valid for the contractual relationship.
- The General Terms and Conditions apply to all contracts concluded with Varify in the current version.
§ 2 Definitions
- For the purposes of these General Terms and Conditions, the following definitions shall apply:
Varify customer account: Describes the contract construct with all Varify accesses and access rights as well as booked services and is the central billing instance for the respective contract.
Varify access: Describes a concrete access of an individual user to the Varify system.
Customer: Entrepreneur or company according to §14 BGB who has concluded a contract with Varify.
Customer data: This is data which the customer transmits to Varify within the scope of the order for order fulfilment and invoicing as well as for the provision of Varify access.
§ 3 Object of the contract
- By placing an order, Varify provides services for the adaptation, optimization and playout of this optimization in the form of variants for websites.
- Varify provides an infrastructure that enables the configuration of the pages to be optimized, the customization of these variants, and the configuration of the dynamic range.
- Varify does not guarantee any availability for its services or the playout of the variants.
- Varify can change the scope of its services at any time, if this is possible due to improvements or required by law. The customer cannot derive any claims against Varify from this.
- The communication on the part of Varify takes place exclusively by mail or in the backend of Varify. Varify can also offer other means of communication.
§ 4 Remuneration, billing, terms of payment
- The fee for Varify's services results from the offer on the website and in the ordering process of Varify at the time of the conclusion of the contract or at the time of the order or after announced changes not contradicted by the customer.
- The payment for Varify's services 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 use-dependent fees are charged, the use-dependent fee is due at the end of the billing period.
- All payments shall be made immediately on the due date.
- The customer's obligation to pay remains in effect even in cases where services to be provided by third parties - for whatever reason - are not provided, unless Varify is at fault.
- Varify is entitled to invoice all services ordered by the customer, even if the customer does not or not completely use the services or the results of the services.
- All prices are net prices and do not include VAT.
- Varify keeps the issued invoices in the Varify customer account. If applicable, Varify will send the invoices by e-mail to the e-mail address stored in the Varify customer account. Varify can also send the invoices to the customer in any other electronic form.
§ 5 Up-/Downgrades, Options
- Upgrades: The customer can - if available - switch to a higher-quality offer or a longer billing period at any time. If this occurs within a billing period, the remaining unused payment will be credited to the upgrade prior to the upgrade.
- Downgrades: The customer can change to a less extensive offer or a shorter billing period in the Varify customer account at any time with effect from the end of a billing period, if available.
- Options: Additional Varify services offered as options to the existing contract can be added to the main service at any time. If this occurs 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 terminated at any time with effect from the end of the billing period of the Main Service in the Varify Customer Account. For up-/downgrades of options, the above points regarding up- and downgrades apply.
§ 6 Duration of contract, termination of contract, notice of termination
- The contract begins upon conclusion of the order in the online form or upon receipt of the signed order and has an indefinite term. The minimum term is one payment period.
- The contract may be terminated by either party at any time at the end of a payment period. If the customer terminates the contract by any other means than in the Varify customer account, the customer must observe a period of one week to the end of a payment period ("processing period").
- An early termination of the contract is possible in the event of an objection by the customer to changes in the GTC or prices in accordance with §11.1, taking into account the period stated therein. An immediate termination by one contracting party is possible if the other contracting party grossly violates its contractual obligations and fails to fulfil its obligations permanently despite a written request to do so. Otherwise, premature termination is excluded.
- In the event of premature termination of the contract - for whatever reason - the remuneration for services already rendered but not yet invoiced shall become due immediately in full. A reimbursement of fees charged in advance will not be made unless the customer has 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 in payment, collection
- If the customer is in default of payment, Varify is entitled to pause or completely suspend the services until all outstanding claims and demands have been paid. Varify's pausing or suspension of the provision of services does not release the customer from his obligation to pay. The customer shall not be entitled to charge for times of pausing or suspension - even in the case of subsequent payment.
- Varify reserves the right to provide further services only if all outstanding claims, including all costs for collection or legal proceedings, have been settled.
§ 8 Right of Set-off and Right of Retention
- The customer shall only be entitled to offset claims of Varify against counterclaims to the extent that the counterclaims arise from the same contractual relationship and are undisputed or have been legally established. The exercise of a right of retention is only permissible insofar as the counterclaim is based on the same contractual relationship.
§ 9 Data protection
- As a German provider, Varify is bound by the German Data Protection Ordinance (DSGVO) based on the EU Data Protection Ordinance (GDPR). Varify collects and processes the collected data exclusively on servers and with systems that are subject to the EU-DSGVO (GDPR).
- Varify collects, stores and processes customer data using electronic systems to the extent necessary for the provision and billing of Varify functions. This may also include personal or person-related data. No data will be transmitted to third parties unless this is necessary for billing (e.g. payment provider) or Varify is obliged to transmit customer data due to laws or court decisions.
- The customer can call up the data protection declaration with a precise description of the scope of the stored data and the description of the data processing procedure for both customer and user data in accordance with the DSGVO both on the Varify website and in his Varify customer account, or request it at any time at info@Varify.io.
- The data protection declaration is also available on the Varify website and in his Varify customer account.
In accordance with the DSGVO, the customer is obliged to conclude a contract with Varify for the processing of personal data by Varify. For this purpose, Varify shall provide Varify with an appropriate form and a means of transmission to Varify in the Varify customer account.
- Varify expressly 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 has taken all technical and organizational measures required by law to protect stored personal data from misuse and unauthorized access. However, Varify has no control over the access possibilities of third parties, particularly in the case of data transmission via the Internet, and can therefore assume no responsibility for the security of the data transmitted via the Internet.
§ 10 Obligations of the Customer
- Only the customer is responsible for creating the necessary technical and legal requirements for the use of Varify.
- Important messages from Varify are sent by e-mail and/or in the Varify customer account. The customer shall ensure that these messages reach him and that he takes note of them.
- The customer always keeps the data stored with Varify up to date. This applies in particular to data relating to tax aspects, invoicing and contact options. The customer is fully and unrestrictedly liable to Varify 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 about the collected data and the type of data processing in accordance with the legal requirements.
The customer enters into a contract with Varify for order data processing.
- All in all, the customer undertakes not to violate any contractual provisions or applicable law in connection with the use of Varify.
§ 11 Contract Adjustments
- Varify reserves the right to change these terms and conditions and prices. The provider announces such changes in the Varify customer account and, if applicable, in text form with a notice period of at least 2 weeks. The changes become effective according to the announcement, if the customer does not contradict them textually until the announced time of the changes coming into effect. If the customer objects in due time, the contract shall end at the time of the entry into force of the change.
§ 12 Liability
- Varify is only liable for damages caused by intentional or grossly negligent actions. Any further liability is excluded. The liability is in any case limited to the order value.
- Varify shall not be liable for impairments, limitations or obstacles to performance as well as interruptions or disruptions of the Varify services which are due to circumstances beyond Varify's sphere of responsibility.
- Liability for loss of profit towards commercial customers is excluded.
§ 13 Final provisions
- The interpretation of the contents of the contract and the rights and obligations of the contracting parties shall always be based on the German version of these General Terms and Conditions.
- Place of performance and place of payment is Munich, Federal Republic of Germany. This contract shall be governed by the laws of the Federal Republic of Germany. 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 cheques and bills of exchange and all disputes arising between the parties as to the conclusion, settlement or termination of the contract, shall be Munich, Federal Republic of Germany for entrepreneurs, merchants, legal entities under public law or special funds under public law or equivalent or if the customer has no general place of jurisdiction within the Federal Republic of Germany. Varify reserves the right to take legal action against the customer at his 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. Instead of the invalid provisions, a valid provision shall be deemed to have been agreed which comes closest in economic terms to the intended provision.