Terms and conditions for customers and clients

1. SCOPE

The following general terms and conditions apply to all legal transactions between Arvana GmbH — hereinafter referred to as the company — with its contractual partner — hereinafter referred to as client. Insofar as there are individual contractual regulations which differ from or contradict the provisions of these terms and conditions, the individual contractual regulations take precedence.

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2. SUBJECT MATTER OF THE CONTRACT  

2.1 The contracting parties agree to cooperate in accordance with the specific, individual contractual agreement. An employment contract is not wanted by the parties and is not established.

2.2 The company is responsible for social security contributions or tax matters and releases the client from any obligations.

2.3 The company is also free to work for other clients.

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3. CONCLUSION OF THE CONTRACT

3.1 The contractual relationship for the services is concluded through the provision of an offer/contract by the company and the consent of the client and its written acceptance. The client has the opportunity to accept the offer/contract within a period of two weeks after receipt of the offer/contract, provided that no other provisions have been made in it. During this period, the company undertakes to conclude the contract with the client's consent.

3.2 The subject matter of the contract or the exact task description is described in the written offer.

3.3 Die Parteien sind sich einig, dass die elektronischen Signaturen der Parteien für die Gültigkeit dieses Vertrages ausreichend sind. Der Vertrag kann in der Weise wirksam unterzeichnet werden, dass die Parteien die von ihnen unterzeichneten Exemplare in elektronischer Form im pdf-Format austauschen oder die Parteien mit elektronischen Signaturen unter Verwendung eines Online-Signaturanbieters unterzeichnen. Eine qualifizierte elektronische Signatur im Sinne der Verordnung (EU) Nr. 910/2014 (eIDAS) in Verbindung mit dem deutschen Vertrauensdienstegesetz (VDG) ist nicht erforderlich. Diese Formvorschriften gelten auch für Änderungen und Ergänzungen dieses Vertrages.

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4. CONTRACT DURATION AND TERMINATION

4.1 The contract starts and ends at the individually agreed time.

4.2 Both contractual partners may terminate the contract, taking into account the agreed period of notice, without giving reasons, but at the earliest at the end of the minimum term. The termination must be made in writing, which is also considered to be confirmed by e-mail. The client's declaration of termination by e-mail must be sent to the following email address of the contractor: info@arvana.io

4.3 Termination without notice for important reasons is possible. An important reason exists, for example, if the client is in arrears with two consecutive payments due and does not make any payments after expiry of a reasonable period of grace or if the client forfeits assets after conclusion of the contract (insolvency, insolvency), unless an application has already been filed to open insolvency proceedings.

4.4 There is generally no provision for contracts with monthly payments to be paused. In exceptional cases, however, the company may grant a break at its own discretion. If a break is granted, the contract period is extended by the duration of the approved break. If an approved break falls within the period of a notice period, the notice period will be extended accordingly by the duration of the pause.

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5. SCOPE OF SERVICES, OBLIGATIONS OF CONTRACT PARTNERS

5.1 The services to be provided by the company usually include the tasks listed in detail, in accordance with the order placed by the client.

5.2 The company will inform the client of the results of his work at periodic intervals. In the contract, the contract partners may agree on a schedule for the provision of services and a planned end date for the completion of services.

5.3 If the company is actually unable to perform an order as contractually owed, it must immediately inform the client of this.

5.4 The company provides the equipment and personnel required to provide services, unless the client has the appropriate equipment or premises, unless otherwise agreed in an individual contract. The parties shall, to the best of their knowledge and belief, assist the contractual partner in fulfilling the respective obligation by providing information, information or experience in order to ensure a smooth and efficient workflow for both parties.

5.5 The company works within the framework of the agreed services. However, liability and administration do not cover the following aspects. The company is not responsible for making adjustments to the client's servers or websites, such as setting up or adapting cookie banners or consent mode, unless otherwise defined in the contract. This task is the responsibility of the customer or a third party commissioned by him. The adaptation and implementation of data protection guidelines is outside the company's area of responsibility. The customer is solely responsible for creating, updating and complying with their privacy policies in accordance with applicable legal requirements. The company does not troubleshoot or maintain existing tags in the customer's Tag Manager. The customer is responsible for diagnosing and correcting problems with existing tags or can hire an external service provider to do so. The customer is obliged to provide all advertising accounts and other access to the company in full. The customer is responsible for creating these accounts. The company is not responsible for accounts that have been blocked or have already been suspended as a result of actions by the customer. The customer is responsible for unblocking these accounts. Delays caused by blocked accounts are not at the expense of the company and can delay the project accordingly.

5.6 The client undertakes to provide the company with the required documents and receipts punctually and in full. The company will inform the customer in writing about the required access and materials.

5.7 Each of the contracting parties may apply in writing to the other contractual partner for changes to the agreed scope of services. After receipt of an amendment request, the recipient will check whether and under what conditions the change is feasible and immediately notify the applicant of the approval or rejection in writing and, if necessary, give reasons. If an amendment request from the client requires a comprehensive review, the review costs may be calculated by the company upon prior notice, provided that the client nevertheless insists on the review of the amendment request. If necessary, the contractual adjustments to the agreed terms and services required for a review and/or a change will be defined in writing in an amendment agreement and are concluded in accordance with these general terms and conditions.

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6. PRICES AND TERMS OF PAYMENT

6.1 Services are due and charged monthly at the fixed price set out in the individual contract after payment has been agreed on a time and material basis, unless a different invoicing has been agreed in the contract.

6.2 Estimated prices for services on a time and material basis, in particular in cost estimates, are non-binding. The quantitative estimates on which an estimate is based on an assessment of the scope of benefits carried out to the best of our knowledge.

6.3 All remuneration paid by the company is exclusive of the statutory value added tax. For invoices to clients outside the Federal Republic of Germany, no German sales tax is calculated and shown in the invoices. The client's respective VAT number must be stated on these invoices.

6.4 Invoices are payable without deduction within 10 days upon receipt.

6.5 If the invoice amount has not been received within 30 days of the invoice date, the company is entitled to claim default interest. The default interest is 5% per annum above the base interest rate in force at the time of calculation.

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7. LIABILITY

7.1 The company is liable in cases of intent or gross negligence in accordance with statutory provisions. Liability for guarantees is independent of fault. The company is liable for slight negligence exclusively in accordance with the provisions of the Product Liability Act, due to injury to life, limb or health or due to the breach of essential contractual obligations. However, the claim for compensation for the slightly negligent breach of essential contractual obligations is limited to the foreseeable damage typical of the contract, unless liability is due to injury to life, limb or health. For this purpose, the client's claims expire after one year from the provision of the service. The company is liable to the same extent for the fault of vicarious agents and representatives.

7.2 The provision of the previous paragraph (7.1) covers compensation in addition to performance, compensation in lieu of performance and compensation due to futile expenses, irrespective of the legal basis, including liability due to defects, delay or impossibility.

7.3 The company will inform the client of any apparent legal risks in good time, but will not carry out its own legal review of the services provided by it.

7.4 The company is exempted from any liability if it notifies the client in writing that there are concerns about the legality of the advertising campaign, but the client decides not to take any averting measures. Should the client make changes after completion of the project, the company is also released from any liability. In both cases, the client undertakes to indemnify the company from third-party claims, including necessary legal costs.

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8. USE OF THIRD PARTIES

The company reserves the right to hire qualified third parties to provide services even without the consent of the client. These are carefully selected and tested for suitability before use. The company's data protection regulations also apply to third parties. The company itself remains fully responsible and liable for the provision of the services.

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9. RIGHTS OF USE

9.1 The granting or transfer of rights of use is subject to suspension until full payment of the agreed remuneration.

9.2 The company grants the client the exclusive, time-limited right to make comprehensive use of all graphics, videos, texts and other services provided. The client is entitled to use individual elements such as graphics separately for his advertising and to edit and adapt the design to his current business purposes. The client is also entitled to register the developed design as a trademark.

9.3 If the company uses third parties to fulfill the contract, it will acquire the rights to use their services for the client to the extent agreed in advance and transfer them to the client accordingly. Should these rights not be available to this extent in individual cases or if their acquisition is only possible at disproportionately high costs, the company will inform the client and proceed in accordance with his instructions.

9.4 Even after the transfer of exclusive user rights, the company is permitted to use work results free of charge as part of self-promotion, mentioning the client, even after the end of the contract. Mention is permitted in all media, including the Internet, social media and as part of competitions.

9.5 Services provided by the company that are rejected, canceled or not used within 6 months of delivery (concepts, ideas, drafts, etc.) are not the subject of the transfer of rights to the client. These rights of use remain with the company, as do the existing property rights.

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10. RECRUIT EMPLOYEES & SUBCONTRACTORS

10.1 During the contract period, the client is prohibited from recruiting direct employees of the company and independent subcontractors or employing them separately without the consent of the company. Should such action take place within 6 months of termination of the contract, it is assumed that the solicitation takes place during the contract period.

10.2 In the event of culpable infringement by the client, the right to enforce all claims, including claims for omission and compensation, remains unchanged.

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11. USE AS A REFERENCE

11.1 After conclusion of the contract, the company name and logos may be used as a reference by both parties for an unlimited period of time, unless this has been expressly objected to.

11.2 After completion of the project, the company is allowed to use publicly available project components, such as media, graphics and other content, for self-promotion. The company is also obliged to present the client in a benevolent and beneficial manner.

11.3 Information such as turnover figures or profits may only be used anonymously for advertising purposes with the express consent of the client.

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12. PROVISION OF FUNCTIONAL ADVERTISING ACCOUNTS

12.1 The customer undertakes to take all necessary measures to ensure that the account through which the marketing campaigns are to run is in working order. In particular, this includes:

The provision of valid and current payment information.

Fulfilling all necessary verification processes, including but not limited to Google's Advertiser Verification

Make sure the account isn't suspended due to policy violations or other reasons.

12.2 The agency assumes no responsibility for delays or restrictions in campaigns caused by deficiencies in the customer's account. This includes but is not limited to:

Accounts that are unable to use due to missing or inadequate payment details

Accounts that are suspended or restricted due to pending verification or policy violations

12.3 The customer is obliged to immediately take all necessary measures to fix problems that affect the functional state of the account. The Agency reserves the right to suspend the provision of services until such issues have been fully resolved.

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13. PLACE OF JURISDICTION

The business relationship between the parties is governed exclusively by German law. If the client has no general place of jurisdiction in Germany or in another EU member state, the sole place of jurisdiction for all disputes arising from this contract is the registered office of the company.

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