**General Terms and Conditions and Customer Information**

**Cartalo GmbH**

**I. General Terms and Conditions**

**1. Scope, Definitions**

1.1. The following General Terms and Conditions (hereinafter referred to as “GTC”) apply to all contracts concluded by you (hereinafter referred to as “Client”) with Cartalo GmbH, represented by the Managing Director XXX (hereinafter referred to as “Provider”).

1.2. Unless otherwise agreed, the inclusion of any terms and conditions used by the Client is hereby rejected.

1.3. The Provider’s services are exclusively aimed at entrepreneurs as defined in Section 14 of the German Civil Code (BGB). Contracts with consumers as defined in Section 13 BGB are excluded. A consumer, according to the following provisions, is any natural person who enters into a legal transaction for purposes that are predominantly outside their trade, business, or profession. An entrepreneur is any natural or legal person or a partnership with legal capacity, who acts in the exercise of their trade, business, or profession when concluding a legal transaction.

1.4. The Provider reserves the right to request proof of the Client’s entrepreneurial status before accepting the Client’s contractual offer.

1.5. The Provider reserves the right to regularly verify the Client’s entrepreneurial status even after the contract has been concluded.

**2. Subject of the Contract**

The subject of the contract is defined in the Provider’s offer and these GTC.

**3. Conclusion of the Contract**

3.1. The Provider’s offers on the internet are non-binding and do not constitute a binding offer to conclude a contract.

3.2. Client inquiries for the preparation of an offer are non-binding. The Provider will submit a binding offer to the Client in text form (e.g., via email), which the Client can accept within 5 days.

3.3. The processing of the order and transmission of all information required in connection with the conclusion of the contract will be carried out by email, partly in an automated manner. The Client must ensure that the email address provided to the Provider is accurate, that the receipt of emails is technically ensured, and in particular, that it is not prevented by SPAM filters.

**4. Client’s Cooperation Obligations**

4.1. The Client is obliged to provide the Provider with all documents, information, texts, or files necessary for the conception, creation, and implementation of the service in a timely manner. This particularly includes, but is not limited to, access data to advertising accounts, analytic tools, e-commerce platforms, and content management systems. If access data for other portals or databases are required for service provision, the Client shall provide these to the Provider.

4.2. If the Client provides the materials and information mentioned in 4.1. to the Provider, the Client ensures that they are authorized to hand over and use these templates, data, and information.

4.3. Agreed performance periods commence only after all details of execution have been fully clarified. Compliance with the performance obligation depends on the timely and proper fulfillment of the Client’s cooperation obligations (general information provision, response to inquiries, timely approvals).

4.4. The performance period extends in the event of a delay attributable to the Client or due to force majeure, for the duration of the delay.

4.5. If the agreed deadlines and dates are not met due to fault, the respective party must be given a reasonable grace period for performance. After the grace period has elapsed without further notice, delay occurs.

**5. Provider’s Services and Quality of Performance**

5.1. The Provider renders services for the Client in the areas of web design and the creation and implementation of online shops (e.g., in connection with Shopware and WooCommerce), service and optimization services in the areas of online marketing with a focus on ad management (including SEO & SEA), and media design.

5.2. The aforementioned services will be provided by the Provider as a diligent merchant to the best of their knowledge and belief.

**6. Acceptance for Work Services**

6.1. A timetable for the performance of the individual services will be agreed upon. The deadlines specified therein are binding and can only be changed with the Client’s consent.

6.2. The Provider shall present the properly rendered execution results for acceptance. Partial acceptances do not take place unless otherwise agreed by the parties in the timetable.

6.3. An acceptance protocol will be created, which must be signed by both parties, e.g., in text form, within five working days. If the Client does not specify any defects or additions within this period, the work is considered accepted.

6.4. If the service is not contractual and the Client rightly refuses acceptance or accepts it under the reservation of rectifying defects specified in the protocol, the Provider is obliged to promptly render a contractual service and rectify the defects, communicate the expected duration of the defect rectification, and, upon completion of the rework, notify the elimination of the defects.

**7. Client’s Content and Usage Rights**

7.1. The Client shall provide the Provider with the appropriate information, texts, or files required for the individual design of the services immediately after the conclusion of the contract by email or another agreed communication channel. Any specifications regarding file formats must be observed.

7.2. The Client undertakes not to transmit any data whose content violates third-party rights (especially copyrights, name rights, trademark rights) or existing laws. The Client expressly indemnifies the Provider from any claims asserted by third parties in this context. This also applies to the costs of any legal representation required in this context. The indemnification presupposes that a settlement or acknowledgment of third-party claims is only made with the prior written consent of the Client.

7.3. The Provider does not check the transmitted data for accuracy and, therefore, assumes no liability for errors.

7.4. If the Client receives a correction template from the Provider, the Client must check it promptly. If the Client agrees with the draft, they shall approve the correction template by countersigning in text form (e.g., email) for execution.

7.5. Approval of the design work to be executed by the Client only takes place if necessary and after prior consultation.

7.6. The Client is responsible for verifying the correctness and completeness of the correction template and informing the Provider of any errors. The Provider assumes no liability for errors not objected to.

7.7. To the extent that the Provider creates texts, images, graphics, designs, or programming services for the Client within the framework of individual design, these are subject to copyright. Without the express consent of the Provider, it is not permissible to use, reproduce, or modify individual parts or entire contents.

7.8. Unless otherwise agreed, the Provider grants the Client an unlimited right to use the copyrighted works created for the Client. The Client is expressly prohibited from making the protected works or parts thereof available to third parties, either privately or commercially, in any manner.

7.9. All materials, plans, graphics, and texts produced as part of the conceptualization, creation, and implementation of the consultancy projects are subject to the Provider’s usage rights. This also applies to materials, plans, graphics, texts that do not have a sufficient level of creation. The Provider grants the Client a geographically and temporally limited, non-exclusive right of use for the duration of the collaboration for the materials, sketches, and plans. Without express consent, it is not permissible to use, reproduce, or pass on individual parts or entire contents.

7.10. The transfer of the right of use is subject to the condition precedent of full payment of the agreed remuneration.

**8. Right of Retention, Prohibition of Assignment**

8.1. The Client may only exercise a right of retention if it relates to claims from the same contractual relationship.

8.2. The assignment of claims against the Provider to third parties is only possible with written consent.

8.3. The right to set off is only available to the Client if their counterclaims are legally established, undisputed, recognized by the Provider, or are connected with the Provider’s main claim synallagmatically.

8.4. Any usage rights remain the property of the Provider until full payment of the agreed remuneration. Only upon full settlement of all claims from the ongoing business relationship do any usage rights transfer to the Client.

**9. Warranty**

9.1. Unless otherwise stipulated below, the statutory warranty rights apply.

9.2. Sale of Goods and Services

Insofar as the contract’s subject matter is the sale of goods, the following provisions apply deviating from 9.1:

9.2.1. Only the Provider’s own information and the manufacturer’s product description are considered agreed as the condition of the goods, not other advertising, public promotions, and statements by the manufacturer.

9.2.2. The Client is obliged to examine the goods immediately and with due care for quality and quantity deviations and to notify the Provider of apparent defects in writing within seven days of receiving the goods; timely dispatch is sufficient to meet the deadline. This also applies to later discovered hidden defects from the time of discovery. If the Client violates the obligation to inspect and notify, warranty claims are excluded.

9.2.3. In the case of defects, the Provider shall, at their discretion, provide a warranty by rectification or replacement delivery. If the rectification fails, the Client can demand a reduction or withdraw from the contract. Rectification is deemed to have failed after the second unsuccessful attempt, unless otherwise specified, particularly due to the nature of the item or the defect or other circumstances. In the case of rectification, the Provider does not bear the increased costs arising from moving the goods to a place other than the place of performance, provided the transfer does not correspond to the intended use of the goods.

9.2.4. The warranty period is one year from the delivery of the goods. The shortened warranty period does not apply to damages caused by the Provider attributable

 to culpable injury to life, body, or health, and to damages caused by gross negligence or intent, as well as in the case of recourse claims according to §§ 478, 479 BGB.

**9.3. Rental of Goods and Services**

Insofar as the Client is an entrepreneur, the following provision applies deviating from Section 9.1:

9.3.1. A claim for damages under § 536a BGB is excluded.

9.3.2. If a defect in service provision arises during the contract term, the Client must notify the Provider immediately. If the Client fails to notify, they are liable to the Provider for the resulting damage. If the Provider was unable to remedy the defect due to the failure to notify, the Client is not entitled to reduce the agreed service fee, claim damages under § 536a para. 1 BGB, or terminate the contract.

9.3.3. If the Provider fails to remedy a defect within a reasonable period, the Client is entitled to set the Provider a reasonable grace period. If restoration times have been contractually defined, these apply as a reasonable period regarding material defects as per the preceding sentence. After the unsuccessful expiry of this grace period, the Client is entitled to reduce the agreed fee proportionately. Termination of the contract or withdrawal from the contract is excluded. This does not affect the Client’s right to terminate for cause.

9.3.4. Claims for defective performance expire within one year.

**9.4. Provision of Services**

Insofar as the subject matter of the contract is the provision of services, such as the provision of general consulting services, the following provisions apply deviating from Section 9.1:

9.4.1. The contracting parties shall promptly inform each other about the presence of a defective service. Then, a processing time for the defect will be mutually agreed upon. If the parties do not promptly reach an agreement on the processing time for the defect, the Provider will determine it at their reasonable discretion.

9.4.2. The Provider is initially entitled and obliged to render the affected service in conformity with the contract without additional costs for the Client if they are culpable for the defective service. The Client may set the Provider a reasonable period for this.

9.4.3. If the Provider does not comply with the obligation to remedy a defective service within the set period, the Client may rectify the defect themselves or have it rectified by a third party at the Provider’s expense. The Provider will support the Client or the third party appointed by the Client in rectifying the defect and will, in particular, provide all necessary information.

9.4.4. Termination of the contract or withdrawal from the contract is excluded. This does not affect the Client’s right to terminate for cause.

**9.5. Provision of Work Services**

Insofar as the subject matter of the contract is the provision of work services, such as the creation of websites or the revision and optimization of existing websites, the following provisions apply deviating from Section 9.1:

9.5.1. Only the Provider’s own information and the parties’ agreements are considered the condition of the work.

9.5.2. The Client is obliged to examine the goods immediately and with due care for quality deviations and to notify the Provider of apparent defects in writing within seven days of receiving the goods; timely dispatch is sufficient to meet the deadline. This also applies to later discovered hidden defects from the time of discovery. If the Client violates the obligation to inspect and notify, warranty claims are excluded.

9.5.3. In the case of defects, the Provider shall, at their discretion, provide a warranty by rectification or replacement delivery. If the rectification fails, the Client can demand a reduction or withdraw from the contract. Rectification is deemed to have failed after the second unsuccessful attempt, unless otherwise specified, particularly due to the nature of the item or the defect or other circumstances. In the case of rectification, the Provider does not bear the increased costs arising from moving the goods to a place other than the place of performance, provided the transfer does not correspond to the intended use of the goods.

9.5.4. The warranty period is one year from the delivery of the goods.

9.5.5. The shortened warranty period does not apply to damages caused by the Provider attributable to culpable injury to life, body, or health, and to damages caused by gross negligence or intent, as well as in the case of recourse claims according to §§ 478, 479 BGB.

**9.6. Any further contractual or statutory rights of the Client, particularly any existing claims for damages and the right to claim reimbursement of futile expenses, remain unaffected.**

**10. Liability**

10.1. The Provider is fully liable for damages arising from injury to life, body, or health. Furthermore, they are fully liable in all cases of intent and gross negligence, in case of fraudulent concealment of a defect, in case of assumption of a guarantee for the quality of the purchased item, and in all other legally regulated cases.

10.2. Liability for defects under the statutory warranty is governed by the respective regulation in the Customer Information (Part II) and General Terms and Conditions (Part I).

10.3. If essential contractual obligations are affected, the Provider’s liability for slight negligence is limited to the foreseeable, contract-typical damage. Essential contractual obligations are those fundamental duties arising from the nature of the contract whose breach endangers the achievement of the contract’s purpose and duties that the contract imposes on the Provider according to its content for achieving the contract’s purpose, the fulfillment of which makes the proper execution of the contract possible in the first place and on whose compliance the Client regularly relies.

10.4. In the case of the breach of insignificant contractual obligations, liability for slight negligence is excluded.

10.5. Data communication over the Internet cannot be guaranteed to be error-free and/or available at all times according to the current state of technology. Therefore, the Provider is not liable for the continuous and uninterrupted availability of the website and the services offered there.

**11. Contract Duration and Termination**

11.1. Unless otherwise agreed, contracts for the maintenance of websites and other ongoing services commence upon the conclusion of the respective contract and are concluded for an indefinite period. Unless otherwise stipulated, contracts may be terminated with one month’s notice by declaration in text form (e.g., via email). The right to immediate termination for cause remains unaffected.

11.2. If the contract includes the provision of one-time services, such as website creation, the contractual relationship ends with acceptance and/or completion of the respective service.

11.3. For all other contracts with the Provider, the statutory notice periods apply, unless otherwise agreed.

11.4. Termination must be in text form.

11.5. If the Client exercises their right to terminate a work contract according to § 649 Sentence 1 BGB, the Contractor can demand 15% of the agreed remuneration as a lump sum compensation if the execution has not yet started. If execution has already begun, 80% of the agreed remuneration is payable.

**12. Confidentiality**

12.1. The parties undertake to maintain strict confidentiality regarding all confidential information about the other party that comes to their knowledge in connection with the conclusion and execution of this contract and not to disclose such information to third parties or otherwise exploit it against the interests of the respective other party.

12.2. Confidential information includes all information that a party provides to the other party in connection with the conclusion and execution of this contract and marks as “confidential” or whose confidential nature arises from the circumstances of the information’s provision or its content.

12.3. Unless otherwise agreed, the Client allows the Provider to publish the company name as a reference for marketing purposes.

**13. Choice of Law, Place of Performance, Jurisdiction**

13.1. German law applies.

13.2. The provisions of the UN Sales Convention do not apply.

13.3. The place of performance for all services from the business relationship with the Provider and the place of jurisdiction is the Provider’s registered office, provided the Client is not a consumer but a merchant, a legal entity under public law, or a special fund under public law. The same applies if the Client has no general jurisdiction in Germany or the EU or if the place of residence or habitual residence is not known at the time the action is filed. The authority to also appeal to the court at another legal place of jurisdiction remains unaffected.

**II. Customer Information**

**1. Identity of the Provider**

Cartalo GmbH

Poststraße 2

40213 Düsseldorf

Phone:

Email:

The European Commission provides a platform for out-of-court online dispute resolution (ODR platform), accessible at https://ec.europa.eu/odr.

**2. Information on the Conclusion of the Contract**

The technical steps leading to the conclusion of the contract, the conclusion itself, and the correction options are carried out according to Section 3 of the General Terms and Conditions (Part I).

**3. Contract Language, Contract Text Storage**

3.1. The contract language is German.

3.2. The complete contract text is not stored by the Provider.

3.3. For offer inquiries, the Client receives all contract data within a binding offer by email, which they can print or save electronically.

**4. Essential Characteristics of the Goods or Services**

The essential characteristics of the goods and/or services can be found in the offer and the Provider’s website.

**5. Prices and Payment Terms**

5.1. The prices stated in the respective offers, as well as the shipping costs, represent total prices. They include all price components, including all applicable taxes.

5.2. The shipping costs are not included in the purchase price. They are listed separately and must be borne by the Client, unless free shipping is promised.

5.3. The payment methods available to the Client are indicated under a correspondingly designated button on

 the Provider’s website or in the respective offer.

5.4. Unless otherwise stated for the individual payment methods, the payment claims from the concluded contract are due immediately.

**6. Delivery Conditions**

6.1. The delivery conditions, delivery date, and any existing delivery restrictions can be found in the respective offer.

6.2. If the Client is an entrepreneur, delivery and dispatch are at their risk.

**7. Statutory Warranty Rights**

The warranty for goods and services is governed by the “Warranty” provision in the General Terms and Conditions (Part I).