Terms of Service

General Terms and Conditions (T&C) COMPOUND SOLUTIONS SL, Carrer de l'Abat Biure, 26, 2n, 08173 Sant Cugat del Vallès, Barcelona, Spain (hereinafter also referred to as: "COMPOUND SOLUTIONS SL") towards entrepreneurs and merchants.§ 1 Scope of application, validity(1) All deliveries, services and offers of COMPOUND SOLUTIONS SL shall be effected exclusively on the basis of these General Terms and Conditions. These are an integral part of all contracts, which COMPOUND SOLUTIONS SL concludes with its contracting parties (in the following also called "Customer") concerning the deliveries or services offered by it.
They shall also apply to all future deliveries, services or offers made to the customer, even if they are not separately agreed again.
(2) Terms and conditions of the Client or third parties shall not apply, even if COMPOUND SOLUTIONS SL does not separately object to their validity in individual cases. Even if COMPOUND SOLUTIONS SL refers to a letter or e-mail that contains or refers to the terms and conditions of the Client or a third party, this does not constitute an agreement to the validity of those terms and conditions.§ 2 Services of COMPOUND SOLUTIONS SL / Cooperation of the Client(1) COMPOUND SOLUTIONS SL renders individual consulting and agency services for operators of online stores in the area of social media - / online marketing and the digital acquisition of new customers (also in the context of so-called Pay-Per-Click-Marketing /PPC marketing).
Unless expressly agreed otherwise in writing, COMPOUND SOLUTIONS SL. COMPOUND SOLUTIONS SL does not owe to the Client the performance of a work / concrete success, in particular not the achievement of certain sales figures.(2) The Client has to provide the cooperation incumbent on him always completely and in time
in due time at the first request of COMPOUND SOLUTIONS SL.
If the an act of cooperation and thereby prevents the performance of the service by COMPOUND SOLUTIONS SL, the claim for remuneration of COMPOUND SOLUTIONS SL shall remain remains unaffected.
(3) The customer is solely responsible for the legal conformity of any advertising campaigns (advertisements, e-mails, websites, imprint, data protection declarations, etc). If COMPOUND SOLUTIONS SL recommends a concrete advertising measure, it is incumbent upon the Client to have it checked for legal conformity before commencement, if necessary.
(4) We point out that advertising platforms such as Facebook and Google are entitled to stop/discontinue advertising campaigns at any time without giving reasons. COMPOUND SOLUTIONS SL is not responsible for such action. The claim for remuneration of REARDEB MEDIA LTD remains unaffected in these cases.(5) With regard to the services to be provided by COMPOUND SOLUTIONS SL to the Client, COMPOUND SOLUTIONS SL shall have a right to determine the performance in accordance with § 315 BGB (German Civil Code).(6) COMPOUND SOLUTIONS SL is entitled to have the services owed to the Client also provided by vicarious agents/subcontractors and third parties.(7) The agreed remuneration of COMPOUND SOLUTIONS SL does not include any budget for possible advertising campaigns of the Client. This is to be provided separately by the Client and, if applicable, to be paid directly to the advertising platform operator.(8) COMPOUND SOLUTIONS SL shall be granted access to the Customer's Facebook Business Manager or comparable analytics accounts at any time.§ 3 Conclusion of contracts(1) The conclusion of the contract between COMPOUND SOLUTIONS SL and the Customer can take place by telephone, in writing or in text form.(2) In case of conclusion of the Contract by telephone, the Client shall receive an order confirmation upon request of COMPOUND SOLUTIONS SL, which, however, is not constitutive for the conclusion of the Contract.§ 4 Services subject to acceptance(1) The services of COMPOUND SOLUTIONS SL are basically subject to the service contract law. If an agreed service is subject to the contract for work and services law and therefore
is subject to acceptance, the following paragraphs 2-10 apply only in relation to these services.(2) COMPOUND SOLUTIONS SL may demand from the Client after completion of the respective partial performance an acceptance of the partial performance and after the execution of all adjustment services additionally an overall acceptance of all performances.(3) The acceptance of the services requires a functional test by the customer. The functional test shall be deemed to have been successfully performed if the adjustment services meet the agreed requirements.(4) If the functional test is carried out successfully, acceptance shall be declared without delay.
COMPOUND SOLUTIONS SL can ask the Client for partial or total acceptance by setting a deadline of one week. It shall be considered accepted upon expiry of the term, if the Client has not declared in writing to COMPOUND SOLUTIONS SL which defects are still to be removed.
The Customer shall prepare a defect report about any defects and leave it to COMPOUND SOLUTIONS SL. The risk of transmission lies with the Client.(5) As far as defects are detected during the functional test, COMPOUND SOLUTIONS SL is obliged and entitled to further process and eliminate them. The services of COMPOUND SOLUTIONS SL for the removal of defects shall be remunerated according to the time spent, if they exceed two time hours. This also applies to services for the elimination of defects that are discovered after acceptance. In this respect, an hourly rate customary in the industry for a management consultancy is to be applied.(6) COMPOUND SOLUTIONS SL is entitled to repair two times within a reasonable period of time to be set by the Client in case of a substantial defect. The time spent in this respect shall be remunerated separately by the customer; paragraph (5) shall apply accordingly. Insignificant defects of the (partial) performance shall not prevent acceptance.(7) If there is a dispute between the parties as to whether there is a significant or insignificant defect in a work, an expert publicly appointed by a chamber of industry and commerce shall be heard on the matter before any legal action is taken. The customer is obliged to pay in advance for the appropriate remuneration of the expert to be called.
In case the called expert determines the existence of a significant defect in the Work, COMPOUND SOLUTIONS SL shall reimburse the Client for the expenses incurred in this respect.(8) The (partial) service of COMPOUND SOLUTIONS SL to be accepted shall also be considered as accepted if the Client does not declare his acceptance of the respective (partial) service in writing within 7 working days upon request of COMPOUND SOLUTIONS SL.(9) The customer shall have no further claims, in particular for reimbursement of the necessary expenses for remedying the defects, damages and reimbursement of futile expenses.(10) Insofar as the defects leading to the extraordinary termination of the contract do not represent significant defects in the aforementioned sense, the customer shall also not be entitled to claim back parts of the remuneration.§ 5 Payments, prices, conditions(1) The prices indicated and communicated by COMPOUND SOLUTIONS SL are binding. The prices communicated are net prices plus statutory value-added tax.(2) Payment for the services of COMPOUND SOLUTIONS SL shall be made immediately after the invoice is issued, if necessary with the help of payment service providers.
The remuneration for the services of COMPOUND SOLUTIONS SL shall be due in principle upon the conclusion of the Contract unless the offer of COMPOUND SOLUTIONS SL states otherwise. A (SEPA) direct debit authorization granted to COMPOUND SOLUTIONS SL shall also apply to the further business relationship until revoked.(3) If the SEPA direct debit is agreed upon, the Client has to give COMPOUND SOLUTIONS SL a written SEPA direct debit mandate after conclusion of the contract. This will be provided by COMPOUND SOLUTIONS SL upon request.(4) COMPOUND SOLUTIONS SL shall issue a proper invoice to the Customer (if necessary through vicarious agents), which shall include the value added tax.(5) In case that agreed direct debits cannot be collected from the Customer's account and a chargeback occurs, the Customer is obliged to transfer the amount owed to COMPOUND SOLUTIONS SL within three working days after the chargeback and to bear the costs caused by the chargeback.(6) Offsetting against counterclaims shall only be mutually permissible if the respective other contracting party has acknowledged the offsetting or if such offsetting has been legally established. The same shall apply to the exercise of a right of retention by a contracting party.§ 6 Termination, Term(1) The Contract between COMPOUND SOLUTIONS SL and the Customer shall have the minimum term agreed individually (by telephone or in writing) between the Parties. Early termination is excluded. If the Contract between COMPOUND SOLUTIONS SL and the Client is not terminated at least 4 weeks before the expiry of the Contract term, it shall be renewed under the same conditions and for the same term, subject to any individual agreement to the contrary.(2) Any additional free termination rights of the customer are excluded.
(3) Notices of termination must be in writing to be effective.
(4) The right to extraordinary termination shall always remain unaffected.§ 7 Default / extraordinary termination(1) Deadlines for the provision of Services by COMPOUND SOLUTIONS SL shall not start before the invoice amount has been received by COMPOUND SOLUTIONS SL and the data necessary for the Services are completely available at COMPOUND SOLUTIONS SL according to the agreement, respectively the necessary acts of cooperation have been completely performed.(2) If the Client is in default with due payments, COMPOUND SOLUTIONS SL reserves the right not to perform further services until the outstanding amount is settled.(3) If in case of payment by installments the Client is in arrears with at least two payments due to COMPOUND SOLUTIONS SL, COMPOUND SOLUTIONS SL shall be entitled to terminate the Agreement extraordinarily and to discontinue the Services. COMPOUND SOLUTIONS SL will claim the total remuneration, which is due until the next ordinary termination date, as compensation.§ 8 Fulfillment(1) COMPOUND SOLUTIONS SL shall perform the agreed services according to the offer with the necessary diligence. COMPOUND SOLUTIONS SL is entitled to use the help of third parties for this without restrictions.(2) The Client is aware that COMPOUND SOLUTIONS SL, unless otherwise explicitly agreed in writing, owes the provision of services and not the production of a work. Upon the Client's request, COMPOUND SOLUTIONS SL shall provide information about the Services provided under the Contract within a reasonable period of time.(3) If COMPOUND SOLUTIONS SL is prevented from providing the agreed services and if the reasons for the impediment originate from the sphere of the Client, the claim for remuneration of COMPOUND SOLUTIONS SL shall remain unaffected.§ 9 Conduct and considerationThe Customer shall ensure the usual conduct of a bona fide businessman towards COMPOUND SOLUTIONS SL. We reserve the right to pursue any unlawful and/or improper or fact-free statements about our company and our services, whether made by customers, competitors or other third parties, in particular untrue statements of fact and defamatory criticism, under civil law and, moreover, to bring criminal charges against them without prior notice.§ 10 Industrial property rights of third partiesThe Client warrants that working materials (e.g. photographs) provided to COMPOUND SOLUTIONS SL are free from third party rights or that the necessary permissions for the purposes of the Main Contract have been obtained. The Client indemnifies COMPOUND SOLUTIONS SL in this respect from any claims of third parties.§ 11 Rights of use(1) The Client shall receive a simple right of use with regard to the work and service results created and provided by COMPOUND SOLUTIONS SL for the duration of the contract term.
Performance and work results in the sense of the underlying contract are all work or services or parts thereof, which have been created by COMPOUND SOLUTIONS SL for the Client (e.g. all information, documents, evaluations, videos, photos, know-how acquired in the course of the performance of the order, advertisements, drawings, materials, specifications, program drafts, (electronic) files, data collections, individual software including related documentation, manuals and IT systems in the form of source codes or in any other form). As long as work results have not been completed, the corresponding partial results shall be deemed to be work results within the meaning of this contract.(2) Paragraph 1 shall apply exclusively under the proviso that the Client has paid in full the remuneration due to COMPOUND SOLUTIONS SL under the Main Contract.(3) If payment by installments has been agreed upon, the right of use designated according to paragraph 1 shall only pass to COMPOUND SOLUTIONS SL upon full payment of the last installment, unless otherwise agreed upon individually.
(4) The transfer of the results of work and services to third parties (including affiliated companies) is excluded. The same applies to processing in accordance with § 23 UrhG.§ 12 Right of withdrawalA right of withdrawal for entrepreneurs in the sense of § 14 BGB (German Civil Code) neither exists by law nor is such a right otherwise granted by COMPOUND SOLUTIONS SL.§ 13 Liability(1) COMPOUND SOLUTIONS SL shall be liable for damages - regardless of the legal ground - only for intent and gross negligence.In case of simple negligence COMPOUND SOLUTIONS SL shall only be liable for
a) for damages resulting from injury to life, body or health,
b) for damages resulting from the breach of an essential contractual obligation (obligation, the fulfillment of which
(obligation the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the contractual partner regularly relies and may rely); in this case, however, liability shall be limited to compensation for the foreseeable, typically occurring damage.(2) Within the limits according to paragraph 1 COMPOUND SOLUTIONS SL is not liable for data and program losses. Liability for loss of data shall be limited to the amount of the typical recovery costs that would have been incurred if back-up copies had been made regularly and in accordance with the risk. Liability under the Product Liability Act shall always remain unaffected, as shall liability for the assumption of a guarantee.§ 14 Final provisions(1) Deviations from these GTC shall only be effective if agreed in writing.
Individual agreements made with the customer in individual cases, including ancillary agreements, supplements and amendments, shall in any case take precedence over these GTC. The content of such agreements shall be governed by a written contract or written confirmation from COMPOUND SOLUTIONS SL.(2) The law of the Federal Republic of Germany shall apply exclusively. The general rules of jurisdiction shall apply.GTC: 26.11.2020 © Duplication prohibited==================