General Terms and ConditionsUpdike eCom GmbH

I. Scope of Application

1. Subject to different individual contractual agreements (e.g., cooperation agreement), these General Terms and Conditions (hereinafter also referred to as "GTC") exclusively apply to contracts for the provision of services in the area of online marketplace management (hereinafter also referred to as "Services") concluded between Updike eCom GmbH (hereinafter "Updike eCom") and customers (hereinafter also referred to as "Customer").

2. Contrary, conflicting, or supplementary general terms and conditions of the customer do not become part of the contract, even if Updike eCom is aware of them, unless their applicability is expressly agreed upon.

3. The version of the GTC valid at the time of ordering always applies.

4. The GTC exclusively apply to orders by entrepreneurs according to § 14 BGB (German Civil Code).

5. An entrepreneur according to § 14 (1) BGB is a natural or legal person or a legal partnership with legal capacity that acts in the course of its commercial or independent professional activity when concluding a legal transaction. A legal partnership with legal capacity is a partnership that is capable of acquiring rights and incurring obligations, § 14 (2) BGB.

6. These GTC also apply to all future contracts for services within the meaning of I.1. from Updike eCom to the customer, even if they are not expressly agreed upon again.

7. Legally relevant declarations and notifications that the customer is required to submit to Updike eCom after the conclusion of the contract (e.g., setting deadlines, notices of defects, declaration of withdrawal or reduction) require written form to be effective.

8. In addition to and to supplement these General Terms and Conditions, the agreements concluded with the customers in the respective contracts also apply. In the event of discrepancies between these General Terms and Conditions and the agreements in the respective contracts with the customers, the provisions in the individual contract shall prevail.

II. Conclusion of Contract

The customer receives a non-binding offer from Updike eCom. The contract is concluded when the offer is accepted by the customer's signature, an order confirmation, or an invoice, which is sent to the customer in written form.

III. Object of the Contract

1. Updike eCom provides services to the customer according to the respective offer on various online marketplaces (The specific marketplaces were agreed upon with the customer through the offer or will be determined in a workshop to be conducted at the beginning of the collaboration). The following services are usually provided for products (the exact number of products is specified in the offer to the customer):

- Continuous and gradual optimization of product detail pages, products, the customer (texts according to SEO measures)
- Creation of graphics and "A+ Contents" for the customer's products from existing images to promote conversion
- Placement of advertisements/campaigns on Amazon
- Continuous maintenance and optimization of Amazon advertising campaigns
- Implementation of all text and image elements in Amazon Seller or Vendor Central
- Assistance and solution of technical hurdles in Amazon Seller Central
- Strategic consulting and regular telephone reporting
- Updike eCom and the customer agree on the exact scope of services via the offer and the subsequent order confirmation or invoice.

2. The services are described in detail and conclusively in the respective offer regarding objectives, scope of the task, and procedure. If a workshop is conducted, the agreements made therein also apply to the package of services.

3. The customer is aware that Updike eCom does not owe any specific success in the provision of its services. The specific success of the measures depends on many factors, such as the algorithm and technical hurdles on the part of the marketplaces or the quality and sufficient inventory of the customer's products. Therefore, Updike eCom only owes the pure provision of services in terms of time-oriented activities and not the results achieved during these services.

4. The legal examination of the documents provided by the customer, especially with regard to possible third-party rights, is not part of the services owed by Updike eCom. The customer independently checks the documents provided to Updike eCom for correctness and completeness as well as whether they comply with third-party rights.

5. Updike eCom does not examine the keywords transmitted by the customer for trademark or copyright infringement. The responsibility for the keywords used during the provision of services and their permissibility lies with the customer. By approving the work, the customer confirms that they have checked the keywords, texts, etc., for their legality.

6. The customer is aware that the provision of services by Updike eCom depends on a third party, the marketplace. Services of Updike eCom that lead to technical hurdles in the customer's seller account on the marketplace side can become time-consuming due to this dependence and may only be completed with delays, e.g., due to slow activation by Amazon or due to errors/bugs in the infrastructure of the marketplace. Such a delay is not within the control of Updike eCom and therefore does not affect the customer's obligation to pay the fee. The same applies if the changes requested by the customer on the marketplace are not feasible at all.7. Updike eCom provides its services under this contract in the form of a special service, where the customer is permanently supported by Updike eCom for the duration of the respective contract. After payment of the flat fee according to section VII. of these GTC, the services of Updike eCom are available to the customer on a monthly basis.

IV. Rights to Work Results and Transfer of Usage Rights

1. During the provision of services by Updike eCom, copyrighted works may be created by Updike eCom. This includes, in particular, the texts and graphics produced during the collaboration. The customer receives full usage rights after payment of the corresponding invoice.

2. The customer ensures that all usage rights that must be granted by third parties so that Updike eCom can properly perform the services owed under this contract are actually available.

3. The right to use the services of Updike eCom within the agreed scope is only acquired by the customer upon full and unconditional payment of the agreed remuneration in accordance with the provisions in section VII. In the case of continuing obligations, the granting takes place at the time when the respective service segment has been fully and unconditionally remunerated by the customer.

V. Customer's Obligations to Cooperate

1. The customer shall create all necessary conditions and provide all necessary contributions required for the proper execution of the services agreed upon in the contract by Updike eCom. In particular, the customer shall perform all cooperation actions listed in this section.

2. The customer shall provide Updike eCom with all documents, information, data, and other resources necessary for the provision of services by Updike eCom. In particular, the customer shall provide Updike eCom with all information about the customer's products and image material.

3. Updike eCom shall inform the customer if cooperation actions and the submission of documents are required.

4. If the customer fails to fulfill its obligations to cooperate or does so not at the agreed times or if Updike eCom is hindered by other circumstances beyond its control in the provision of its services, any promised schedules for deadlines to be observed by Updike eCom may be reasonably postponed. Updike eCom will inform the customer about this and, after the obstacle has been removed, provide a new schedule. Further claims of Updike eCom, especially claims for damages, remain unaffected. The entitlement to remuneration of Updike eCom also remains unaffected.

5. If during the provision of services by Updike eCom there is a justified suspicion that an error source originates from the customer's sphere, the customer will actively participate in error correction or error identification.

6. As part of its obligation to mitigate damages, the customer undertakes to regularly and adequately create backup copies or data backups with regard to the data stored in the customer's account.

7. The customer grants Updike eCom constant access to all its Amazon accounts (Seller or Vendor Central) so that Updike eCom can provide the services owed. In addition, the customer grants Updike eCom access to the necessary tools, documents, and programs. For this purpose, the customer will set up limited access for SellerCentral for Updike eCom. If the customer revokes this access for Updike eCom, Updike eCom will no longer be able to provide the contractually owed services. In this case, the customer remains obliged to pay the agreed remuneration.

8. The customer also provides Updike eCom with all graphics, videos, and other content materials that Updike eCom can or should use in the provision of services.

9. Updike eCom's services may require approval by the customer. In this case, Updike eCom will request approval in due time. Approval can be given either by a general release or by an individual release, each of which must be in written form. By granting approval, the customer confirms that they have checked the services for their legality and compliance with legal requirements.

10. With regard to marketing activities (marketplace advertisements of any kind), the customer undertakes to provide Updike eCom with all necessary information (such as advertising budget, etc.) and to cooperate to the best of their ability in marketing. The customer bears the advertising budget and ensures that a verified and reliable payment method is stored in their Amazon account. Updike eCom will inform the customer before additional costs are incurred or actions are taken that trigger additional costs.

VI. Duration and Termination of Contract

1. The duration as well as the automatic renewal and the notice periods of the respective contracts concluded with the inclusion of these GTC are individual and are regulated in each offer by Updike eCom.

2. Unless the parties have agreed otherwise, the minimum term of the contract is 12 months. Termination is possible depending on the provision in the offer.

3. Both parties have the right to terminate the respective contract without notice, especially if the other party repeatedly and/or in a significant manner fails to fulfill its obligations under this contract or fails to do so in a timely manner. Furthermore, Updike eCom has the right to terminate the respective contract without notice if the customer is insolvent or is in arrears with payment of an invoice by more than one month.

4. If the extraordinary termination is based on the non-fulfillment of a contractual obligation, the contractual partner shall be requested in written form before termination to end the behavior that contradicts the contract terms within a reasonable period (usually 30 days). Only after the deadline has expired without success can an extraordinary termination be made.

5. Any statement related to termination and any other statement with which the exchange of services or the contract is terminated or prepared for termination shall require written form to be effective according to § 126 para. 1 BGB.I

6. If the customer denies Updike eCom access to their Amazon account and therefore Updike eCom is no longer able to provide its contractually owed services, this does not constitute termination of the respective contract. The customer remains obliged to comply with the respective contract and to pay the remuneration until termination becomes effective.

7. Updike eCom will hand over to the customer all documents of the customer in its possession after the termination of the respective contract.

VII. Payment, Due Date, Default of Payment

1. The customer is required to pay a fee for the services described and provided in Clause III. and in the respective offers. The amount of this fee for the services of Updike eCom is determined by the respective offers.

2. Unless otherwise agreed, all invoices are due 30 days after invoicing, plus the statutory value-added tax.

3. The timeliness of payments is determined by their receipt by Updike eCom.

4. The customer can only set off counterclaims that have been legally established, undisputed, or acknowledged by Updike eCom. The customer can only exercise a right of retention based on counterclaims arising from the same contractual relationship.

VIII. Confidentiality

1. The know-how used is an essential part of the company's value of Updike eCom. The customer therefore undertakes to treat strictly confidential all strategies, processes, information, documents, and similar that become known to him/her in the course of the provision of services by Updike eCom.

2. In addition, the customer and Updike eCom mutually undertake confidentiality. This obligation primarily includes the duty to:

- not disclose confidential information to any third party,
- apply the same care to protect confidential information as for their own confidential information, especially to reliably protect all confidential information obtained in the course of cooperation from unauthorized access,
- use confidential information only for the purposes for which it was transmitted, and
- not to copy, store, or otherwise reproduce or fix confidential information in any way without express consent or necessity for the execution of the order.

3. Confidential information within the meaning of Clause VIII. para. (2) is information that is marked as confidential by the customer or Updike eCom, or the confidentiality of which is objectively evident from its design, content, or the circumstances of its disclosure, in particular financial, economic, legal, or tax information. The classification as confidential information is irrelevant to the manner in which the customer or Updike eCom has obtained knowledge of the information or whether and on what medium the information is embodied. In particular, oral information is also included.

4. The obligation of confidentiality shall not apply if the relevant information is already publicly known or has been expressly released by the customer or Updike eCom.

5. The obligation of confidentiality shall continue to apply after termination of the respective contractual relationship.

IX. Non-Solicitation Agreement

1. The parties mutually undertake not to poach employees from each other, in particular not to make offers to them that result in one or more employees terminating their employment contract with their current employer.

2. The prohibition on poaching employees shall remain in force for one year after the end of the respective contract.

X. Liability

1. Updike eCom shall be liable without limitation for damages caused intentionally or by gross negligence. For damages caused by slight negligence, Updike eCom shall only be liable in principle in the event of a breach of a duty that enables the proper performance of the contract and on whose compliance the customer may regularly rely (cardinal duty), as well as for damages resulting from injury to life, body, or health.

2. The liability of Updike eCom for claims for damages by the customer due to slightly negligent damage is limited to the foreseeable damage that typically must be expected to occur; however, this liability is limited to a maximum amount of EUR 100,000. Furthermore, Updike eCom's liability for simple negligence is excluded.

3. Updike eCom shall not be liable for lack of economic success. The parties may understand this to refer to positive developments in one or more key figures intended by the customer, which provide information about the economy in a specific period. Typical key figures here are profit, turnover, or return on investment, but also rationalization or scaling effects.

4. Updike eCom shall only be liable for the loss of data in accordance with the paragraphs above if such loss could not have been avoided by appropriate data backup measures on the part of the customer. Updike eCom's liability is limited to the typical effort of restoration.

5. The above provisions also apply to legal representatives and vicarious agents of Updike eCom. The above limitations of liability do not apply to damages resulting from injury to life, body, or health or due to given guarantees.

6. In the context of search engine optimization, there may be exceptional cases in which the customer's appearance is adversely indexed. This is a process that cannot be influenced by Updike eCom, so no claims arise for the customer against Updike eCom from this.

XI. Reference

The customer grants Updike eCom the right to mention its company name and logo as a reference. In particular, Updike eCom may use the company name and logo of the customer to refer to achievements reached.

XIII. Final Provisions

1. Should individual provisions of these GTC be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected thereby. In the event of invalidity or unenforceability of individual provisions, the parties shall endeavor to find a provision that comes closest to what the parties intended but is nevertheless effective. The same applies to any gaps in the provisions.

2. Changes and additions to these GTC or parts thereof require written form; this also applies to a waiver of the written form requirement itself.

Status: May 2024

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