Terms and Conditions

1) Scope of Application

1.1 These General Terms and Conditions (hereinafter “Terms and Conditions”) of sitorix GmbH (hereinafter “Provider”) apply to all contracts concluded by a consumer or entrepreneur (hereinafter “Customer”) with the Provider regarding the services presented by the Provider on its website. The inclusion of the Customer’s own terms and conditions is hereby rejected unless otherwise agreed.

1.2 A consumer within the meaning of these Terms and Conditions is any natural person who enters into a legal transaction for purposes that are predominantly neither attributable to their commercial nor their independent professional activity.

1.3 An entrepreneur within the meaning of these Terms and Conditions is a natural or legal person or a partnership with legal capacity who, when entering into a legal transaction, acts in the exercise of their commercial or independent professional activity.

1.4 Entrepreneurs within the meaning of these Terms and Conditions also include authorities or other public-law institutions if, when concluding the contract, they act exclusively under private law.

2) Services of the Provider

2.1 The Provider provides services for making content accessible via the Internet. For this purpose, it provides the Customer with system resources on a virtual server. The Customer may store content on this server up to a certain scope. The exact scope is set out in the Provider’s service description.

2.2 The content is kept available on the server under an Internet domain assigned to the Customer for retrieval via the Internet. The Provider’s services in transmitting data are limited solely to data communication between the transfer point of the Provider’s own data communication network to the Internet and the server provided for the Customer. The Provider has no influence on data traffic outside its own communication network. Successful forwarding of information from or to the computer retrieving the content is therefore not owed to that extent.

2.3 The Provider’s online service is offered subject to availability. Availability of 100 percent is technically impossible and therefore cannot be guaranteed to the Customer by the Provider. However, the Provider endeavors to keep the service available as consistently as possible. In particular, maintenance, security or capacity concerns as well as events beyond the Provider’s control (failures of public communication networks, power outages, etc.) may lead to disruptions or temporary suspension of the service.

2.4 The Provider provides the aforementioned services with an overall availability of 99%.

Availability is calculated on the basis of the time attributable to the respective calendar month during the contractual period, minus maintenance times. The Provider will carry out maintenance work, where possible, during periods of low usage.

2.5 The content of the storage space intended for the Customer is regularly backed up by the Provider. Details on the frequency and procedure of the backup are set out in the Provider’s service description. The Customer has no claim to the surrender of any backup media, but only to the restoration of the backed-up content to the server.

2.6 The Provider is entitled to adapt the hardware and software used to provide the services to the current state of the art. If such an adaptation results in additional requirements for the content stored by the Customer on the server in order to ensure the provision of the Provider’s services, the Provider will inform the Customer of these additional requirements in good time. In this case, the Customer must inform the Provider no later than four weeks before the conversion date whether the Customer will adapt its content to the additional requirements in good time, i.e. no later than three working days before the conversion date. If the Customer refuses to adapt its content or does not declare its willingness to do so to the Provider within the aforementioned period, the Provider may terminate the contractual relationship with effect from the conversion date.

2.7 The Provider also undertakes the procurement of the Internet domain(s) under which the Customer’s content is to be made available. For this purpose, the Customer must specify the desired Internet domain(s). The Provider does not guarantee the availability of the desired domain(s) or that the registration of the desired domain(s) in the Customer’s name will not infringe third-party rights (e.g. name, trademark or title rights). If the desired domain(s) are no longer available, the Provider will notify the Customer immediately and submit up to three alternative proposals that come as close as possible to the originally desired domain. The Customer must then decide on one of the alternative proposals within a reasonable period set by the Provider. If the Customer allows the reasonable period set by the Provider to expire without result, the Provider is entitled to select a domain for the Customer. The Provider is not responsible for obtaining rights to domains already registered by the competent registry for third parties. The integration of an external domain managed by another provider is not permitted. The Provider must register the domain in the Customer’s name and for the Customer’s account. In particular, when selecting the domain name and registry and when negotiating the terms, the Provider must independently safeguard the Customer’s financial interests and apply its expertise in the Customer’s service. Upon request, it must provide the Customer with information and account for the status and progress of its efforts in this matter at any time. All rights acquired in the domain and all name rights belong to the Customer.

3) Changes to Services

3.1 The Provider reserves the right to change the offered services or to offer different services, unless this is unreasonable for the Customer.

3.2 The Provider also reserves the right to change the offered services or to offer different services,

• insofar as it is obliged to do so due to a change in the legal situation;
• insofar as it thereby complies with a court judgment or an authority decision directed against it;
• insofar as the respective change is necessary to close existing security gaps;
• if the change is merely beneficial to the Customer; or
• if the change is purely technical or procedural in nature without material effects on the Customer.

3.3 Changes with only an immaterial influence on the Provider’s services do not constitute changes to services within the meaning of this section. This applies in particular to purely graphic changes and the mere change in the arrangement of functions.

4) Conclusion of Contract

4.1 The services described on the Provider’s website do not constitute binding offers by the Provider, but serve for the submission of a binding offer by the Customer.

4.2 The Customer may submit the offer via the online order form provided on the Provider’s website. After entering their personal data, the Customer submits a legally binding contractual offer relating to the selected services by clicking the button that completes the ordering process. The Customer may also submit the offer to the Provider by email or by post.

4.3 The Provider may accept the Customer’s offer within five days,

• by sending the Customer a written order confirmation or an order confirmation in text form (fax or email), in which case receipt of the order confirmation by the Customer is decisive; or
• by requesting payment from the Customer after the Customer has submitted the order.

If several of the aforementioned alternatives apply, the contract is concluded at the time when one of the aforementioned alternatives first occurs. The period for accepting the offer begins on the day after the Customer sends the offer and ends at the end of the fifth day following the sending of the offer. If the Provider does not accept the Customer’s offer within the aforementioned period, this is deemed a rejection of the offer, with the consequence that the Customer is no longer bound by their declaration of intent.

4.4 If a payment method offered by PayPal is selected, payment processing is carried out via the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter “PayPal”), subject to the PayPal Terms of Use, available at https://www.paypal.com/de/legalhub/paypal/useragreement-full, or, if the Customer does not have a PayPal account, subject to the terms for payments without a PayPal account, available at https://www.paypal.com/de/legalhub/paypal/privacywax-full. If the Customer pays using a payment method offered by PayPal that can be selected in the online ordering process, the Seller hereby declares acceptance of the Customer’s offer at the time the Customer clicks the button that completes the ordering process.

4.5 When an offer is submitted via the Provider’s online order form, the contract text is stored by the Provider after conclusion of the contract and sent to the Customer in text form (e.g. email, fax or letter) after the Customer has submitted the order. The Provider does not make the contract text accessible beyond this. If the Customer has set up a user account for the Provider’s website before submitting the order, the order data is archived on the Provider’s website and can be accessed by the Customer free of charge via the password-protected user account by entering the corresponding login data.

4.6 Before submitting the order bindingly via the Provider’s online order form, the Customer can identify possible input errors by carefully reading the information displayed on the screen. An effective technical tool for better identifying input errors may be the browser’s zoom function, which enlarges the display on the screen. During the electronic ordering process, the Customer can correct their entries using the usual keyboard and mouse functions until they click the button that completes the ordering process.

4.7 The German language is available for conclusion of the contract.

4.8 Order processing and contact generally take place by email and automated order processing. The Customer must ensure that the email address provided for order processing is correct so that emails sent by the Provider can be received at this address. In particular, when using spam filters, the Customer must ensure that all emails sent by the Provider or by third parties commissioned by the Provider with order processing can be delivered.

5) Right of Withdrawal

Consumers generally have a right of withdrawal. Further information on the right of withdrawal can be found in the Provider’s withdrawal instructions.

6) Customer Obligations

6.1 The content stored by the Customer on the storage space intended for the Customer may be protected by copyright and data protection law. The Customer grants the Provider the right to make the content stored by the Customer on the server accessible when accessed via the Internet, in particular to reproduce and transmit it for this purpose and to reproduce it for data backup purposes. The Customer is responsible for checking whether the use of personal data by the Customer meets data protection requirements.

6.2 The Customer indemnifies the Provider against all claims asserted against the Provider by third parties due to infringement of their rights as a result of content stored by the Customer on the server. The Customer shall bear the costs of the necessary legal defense, including all court and attorney fees in a reasonable amount. This does not apply if the Customer is not responsible for the infringement. In the event of claims by third parties, the Customer is obliged to provide the Provider immediately, truthfully and completely with all information required for the examination of the claims and a defense.

6.3 The Customer is responsible for making regular and appropriate data backups.

6.4 The Customer is obliged to check their data and information for viruses or other harmful components before input and to use measures corresponding to the state of the art for this purpose, such as antivirus programs.

6.5 The Customer undertakes not to store any content on the provided storage space that violates applicable law or infringes third-party rights. The Customer must also ensure that programs, scripts or similar items installed by the Customer do not endanger the operation of the server or the Provider’s communication network, or the security and integrity of other data stored on the Provider’s servers.

6.6 If programs, scripts or similar items installed by the Customer endanger or impair the operation of the server or the Provider’s communication network, or the security and integrity of other data stored on the Provider’s servers, the Provider may deactivate or uninstall these programs, scripts, etc. If eliminating the danger or impairment requires it, the Provider is also entitled to interrupt the connection of the content stored on the server to the Internet. The Provider will inform the Customer of this measure without delay.

6.7 For access to the storage space intended for the Customer, the Customer receives a user ID and a changeable password. The Customer is obliged to change the password at regular intervals. The Customer may only pass on the password to persons authorized by the Customer to access the storage space.

7) Moderation and Restriction of Content

7.1 The Provider is generally not obliged to proactively review content posted by Customers for legality or compatibility with third-party rights or these Terms and Conditions. Nevertheless, the Provider reserves the right, in individual cases and on its own initiative, to review the Customer’s content for legality and, in the event of identified violations, to take measures in accordance with the following provisions.

7.2 Customers and affected third parties may report allegedly unlawful content to the Provider using the contact information in the Provider’s legal notice, for example by email. The Provider is free to forward the content of a report to the Customer who posted the reported content. The identity of the reporting person will only be disclosed to the Customer if this is absolutely necessary.

7.3 In the case of reports and as part of reviews that may be carried out on the Provider’s own initiative, content is generally reviewed by humans. In individual cases, automated technical review procedures may be used additionally.

7.4 If Customers frequently submit manifestly unfounded reports or complaints, the Provider will suspend the processing of reports and complaints from these Customers for a reasonable period after prior warning.

7.5 If, following a report or as part of a review on the Provider’s own initiative, the unlawfulness of content published by the Customer is established, the Provider is entitled, even without prior notice or contact, to take one or more of the following measures at its reasonable discretion:

• warning the publishing Customer,
• temporary blocking or permanent deletion of the affected content,
• temporary or permanent suspension of the contractually assumed obligations,
• termination of the contractual relationship, either ordinary termination or extraordinary termination for good cause.

7.6 When choosing the measures to be taken, the Provider will take the principles of proportionality into account and weigh the interests of the affected Customer against its own interests in the unhindered, disruption-free and intact continuation of its business activities. Criteria considered when imposing a measure include:

• the statement and significance of the specific content and its potential for infringement or danger,
• the frequency with which the Customer publishes impermissible content,
• the ratio of the Customer’s publication of impermissible content to the Customer’s other use of services,
• where identifiable, the intentions pursued by the Customer in publishing impermissible content,
• where identifiable, the existence and degree of fault of the publishing Customer.

8) Remuneration and Payment Terms

8.1 Unless otherwise stated in the Provider’s service description, the prices quoted are total prices that include statutory VAT.

8.2 The payment options and payment terms are communicated to the Customer on the Provider’s website.

8.3 The remuneration is billed by the Provider at the agreed intervals and collected from the Customer’s bank account by direct debit. The Customer grants the Provider a direct debit mandate (SEPA) for this purpose, which may be revoked at any time. If the direct debit is not honored due to insufficient account funds or due to the provision of incorrect bank details, or if the Customer objects to the debit although not entitled to do so, the Customer must bear the fees incurred by the respective credit institution through the chargeback if the Customer is responsible for this.

8.4 If advance payment by bank transfer has been agreed, payment is due immediately after conclusion of the contract unless the parties have agreed a later due date.

8.5 If the credit card payment method via Stripe is selected, the invoice amount is due immediately upon conclusion of the contract. Payment processing is carried out via the payment service provider Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (hereinafter “Stripe”). Stripe reserves the right to carry out a credit check and to reject this payment method if the credit check is negative.

8.6 If the SEPA direct debit payment method is selected, the invoice amount is due after a SEPA direct debit mandate has been issued, but not before expiry of the period for pre-notification of payment. The direct debit is collected when the ordered goods leave the Seller’s warehouse, but not before expiry of the period for pre-notification. Pre-notification is any communication (e.g. invoice, policy, contract) from the Seller to the Customer announcing a debit by SEPA direct debit. If the direct debit is not honored due to insufficient account funds or due to the provision of incorrect bank details, or if the Customer objects to the debit although not entitled to do so, the Customer must bear the fees incurred by the respective credit institution through the chargeback if the Customer is responsible for this.

9) Contract Term and Termination

9.1 The contract is concluded for an indefinite period, but at least for the minimum term shown in the service description on the Provider’s website. During the minimum term, the contract may be terminated with one month’s notice to the end of the minimum term and, after expiry of the minimum term, at any time with one month’s notice.

9.2 The right to extraordinary termination for good cause remains unaffected. Good cause exists if, taking into account all circumstances of the individual case and weighing the interests of both parties, the terminating party cannot reasonably be expected to continue the contractual relationship until the agreed end or until expiry of a notice period.

9.3 Terminations may be made in writing, in text form (e.g. by email), or electronically via the termination facility (termination button) provided by the Provider on its website.

10) Provider Switching

If the Customer wishes to switch to another provider or to ICT infrastructure on its own premises, the provisions in the Annex on Provider Switching, which is attached to these Terms and Conditions as an appendix, shall apply.

11) Liability for Defects

If the Customer acts as a consumer, the statutory provisions on liability for defects apply.

If the Customer acts as an entrepreneur, the statutory provisions on liability for defects apply subject to the following limitations.

11.1 The Customer must notify the Provider without delay of any defects, disruptions or damage that occur.

11.2 Warranty for only insignificant reductions in the suitability of the service is excluded.

11.3 Strict liability pursuant to Section 536a (1) of the German Civil Code (BGB) for defects that already existed at the time the contract was concluded is excluded.

11.4 Termination by the Customer due to non-granting of contractual use is only permitted once the Provider has been given sufficient opportunity to remedy the defect and this has failed. Remediation is only deemed to have failed if it is impossible, if it is refused by the Provider or delayed in an unreasonable manner, if there are justified doubts as to the prospects of success, or if unreasonableness for the Customer exists for other reasons.

12) Liability

12.1 The Provider is liable for all contractual, quasi-contractual and statutory claims, including tort claims, for damages and reimbursement of expenses as follows:

12.2 The Provider is liable without limitation on any legal ground

• in cases of intent or gross negligence,
• in cases of intentional or negligent injury to life, limb or health,
• on the basis of a guarantee promise, unless otherwise regulated in this regard,
• on the basis of mandatory liability, such as under the Product Liability Act.

12.3 If the Provider negligently breaches a material contractual obligation, liability is limited to the typical, foreseeable damage, unless unlimited liability applies pursuant to the preceding section. Material contractual obligations are obligations imposed on the Provider by the contract according to its content in order to achieve the purpose of the contract, the fulfillment of which makes the proper performance of the contract possible in the first place and on compliance with which the Customer may regularly rely.

12.4 Any further liability of the Provider is excluded.

12.5 The foregoing liability provisions also apply with regard to the Provider’s liability for its vicarious agents and legal representatives.

13) Amendment of the Terms and Conditions

13.1 The Provider reserves the right to amend these Terms and Conditions at any time, provided that the Customer agrees to the amendment.

13.2 The Provider also reserves the right to amend these Terms and Conditions without the Customer’s consent,

• insofar as it is obliged to do so due to a change in the legal situation;
• insofar as it thereby complies with a court judgment or an authority decision directed against it;
• insofar as it introduces additional, completely new services, services or service elements that require a service description in the Terms and Conditions, unless the existing usage relationship is thereby adversely changed;
• if the change is merely beneficial to the Customer; or
• if the change is purely technical or procedural in nature, unless it has material effects on the Customer.

13.3 The Provider will inform the Customer of material changes to these Terms and Conditions in good time and in an appropriate form. Material changes are those that would significantly shift the contractual relationship to the Customer’s disadvantage or would be equivalent to the conclusion of a completely new contract. This includes, for example, provisions on the type and scope of the service or on contract term and termination modalities.

13.4 The Customer’s right of termination remains unaffected.

14) Applicable Law, Place of Jurisdiction

14.1 All legal relationships between the parties are governed by the law of the Federal Republic of Germany. For consumers, this choice of law applies only insofar as the protection granted by mandatory provisions of the law of the country in which the consumer has their habitual residence is not withdrawn.

14.2 If the Customer acts as a merchant, legal entity under public law or special fund under public law with its registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract is the Provider’s place of business. If the Customer has its registered office outside the territory of the Federal Republic of Germany, the Provider’s place of business is the exclusive place of jurisdiction for all disputes arising from this contract if the contract or claims arising from the contract can be attributed to the Customer’s professional or commercial activity. In the foregoing cases, however, the Provider is in any event entitled to bring an action before the court at the Customer’s registered office.

15) Alternative Dispute Resolution

The Provider is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board.