Terms and Conditions

General Terms and Conditions

Fabricate GmbH, Allgäuerstraße 20, 87719 Mindelheim

HRB 20173 (Commercial Register of the Memmingen Local Court)

1 Scope of Application

(1) Services and offers from Fabricate GmbH are provided exclusively on the basis of these General Terms and Conditions. These are part of all contracts that Fabricate GmbH concludes with its contractual partners (hereinafter also referred to as "Customer") regarding the services offered by Fabricate GmbH. They also apply to all future services or offers to the Customer, even if they are not separately agreed upon again.

(2) Terms and conditions of the Customer or third parties do not apply, even if Fabricate GmbH does not specifically object to their validity in individual cases.

(3) All offers and services from Fabricate GmbH are exclusively directed at entrepreneurs within the meaning of Section 14 BGB (German Civil Code) and merchants (HGB - German Commercial Code). Fabricate GmbH rejects contracts with consumers.

2 Services of Fabricate GmbH / Customer Cooperation

(1) Fabricate GmbH provides web-based consulting and coaching services to the Customer in the area of e-commerce, specifically consulting services regarding the establishment of an online shop. Unless expressly agreed otherwise in writing, Fabricate GmbH is not obligated to deliver a work/result.

(2) The Customer must fully and promptly provide the cooperation actions incumbent upon them upon first request. If the Customer fails to provide a cooperation action and thereby prevents Fabricate GmbH from providing the service, Fabricate GmbH's claim to remuneration remains unaffected.

(3) With regard to the services to be provided by Fabricate GmbH to the Customer, Fabricate GmbH has the right to determine the performance according to Section 315 BGB.

(4) The Customer is aware that third-party providers (such as Facebook or Google) are entitled at any time, according to their guidelines, to delete/remove individual advertising campaigns from their offers without stating reasons. Fabricate GmbH is not responsible for such actions.

(5) If so-called video calls are agreed upon between Fabricate GmbH and the Customer within the scope of the respective consultation, the agreed appointments are binding. There is no claim to transfer or rescheduling. This does not apply if the reasons for the hindrance originate from the sphere of Fabricate GmbH.

(6) The Customer must always ensure the technical requirements necessary for using Fabricate GmbH's services (sufficient internet connection, camera, microphone, etc.).

3 Conclusion of Contracts

(1) The contract between Fabricate GmbH and the Customer can be concluded by telephone, in text form, or in writing.

(2) Upon request, the Customer will receive an order confirmation from Fabricate GmbH, which, however, is not constitutive for the conclusion of the contract.

4 Payments, Prices, Terms

(1) The prices stated and communicated by Fabricate GmbH are binding. The communicated prices are net, plus statutory sales tax.

(2) Payment for Fabricate GmbH's services is due immediately after invoicing. The remuneration for Fabricate GmbH's services is generally due upon conclusion of the contract, unless Fabricate GmbH's offer states otherwise. A SEPA direct debit mandate issued to Fabricate GmbH remains valid until revoked, even for further business relations.

(3) If SEPA direct debit is agreed upon, the Customer must provide Fabricate GmbH with a written SEPA direct debit mandate after concluding the contract. The sample attached to these General Terms and Conditions must be used for this purpose.

(4) Fabricate GmbH will issue a proper invoice to the Customer showing the sales tax (possibly through vicarious agents).

(5) In the event that agreed direct debits cannot be collected from the Customer's account and a chargeback occurs, the Customer is obliged to transfer the owed amount to Fabricate GmbH within three working days of the chargeback and to bear the costs incurred by the chargeback.

(6) Offsetting with counterclaims is mutually permissible only if the respective other contracting party has acknowledged the offsetting or if it has been legally established. The same applies to the exercise of a right of retention by a contracting party.

5 Termination, Term

(1) The contract has the minimum term individually agreed between the parties. Early termination is excluded.

(2) Any free rights of termination are excluded.

(3) Terminations must be in text form to be effective.

(4) The right to extraordinary termination always remains unaffected.

6 Default / Extraordinary Termination

(1) Deadlines for the provision of services by Fabricate GmbH do not begin before the invoice amount has been received by Fabricate GmbH and the data necessary for the services are fully available to Fabricate GmbH as agreed, or the necessary cooperation actions have been fully performed.

(2) If the Customer is in default with due payments, Fabricate GmbH reserves the right not to perform further services until the outstanding amount has been settled.

(3) If the Customer is in default with at least two due payments to Fabricate GmbH in the case of installment payments, Fabricate GmbH is entitled to terminate the contract extraordinarily and to cease services. Fabricate GmbH will claim the entire remuneration due until the next ordinary termination date as damages.

7 Performance

(1) Fabricate GmbH will perform the agreed services according to the offer with the necessary care. Fabricate GmbH is entitled to make unrestricted use of third parties for this purpose.

(2) If Fabricate GmbH is prevented from providing the agreed services and the reasons for the hindrance originate from the Customer's sphere, Fabricate GmbH's claim to remuneration remains unaffected.

8 Conduct and Consideration

(1) The Customer must ensure the usual conduct of an honest contractual partner towards Fabricate GmbH. Fabricate GmbH reserves the right to pursue civil action and, furthermore, to file a criminal complaint without prior notice for any unlawful and/or improper or factually unfounded statement about Fabricate GmbH and its services, whether by customers, competitors, or other third parties, especially untrue factual assertions and defamatory criticism.

(2) The Customer must always treat other participants/customers and employees of Fabricate GmbH with respect within the framework of the contractual relationship with Fabricate GmbH. In the event of culpable breaches, Fabricate GmbH is entitled, after a single warning, to temporarily or permanently block the Customer's access to Fabricate GmbH's program and training content at its reasonable discretion, or to exclude the Customer from participating in Fabricate GmbH's seminars. The Customer's contractual obligations towards Fabricate GmbH remain unaffected in this case.

9 Prohibited Account Sharing

(1) The Customer is not entitled to pass on the account received from Fabricate GmbH or the login data for Fabricate GmbH's platforms/program and training content to third parties, unless Fabricate GmbH has expressly consented to such disclosure.

(2) Fabricate GmbH is entitled to permanently monitor access to IT systems via IP matching. The use of technologies that obscure, otherwise falsify, or anonymize the user's IP address when accessing Fabricate GmbH's IT systems and program and training content (e.g., Tor Browser) is prohibited.

(3) In the event of a culpable breach of the obligations under paragraphs 1 and 2, Fabricate GmbH is entitled to temporarily or permanently block the Customer's account to Fabricate GmbH's systems at its reasonable discretion. The Customer's contractual obligations towards Fabricate GmbH remain unaffected in this case.

(4) Unauthorized account sharing is a criminal offense that Fabricate GmbH will pursue under civil and criminal law.

10 Prohibition of Disclosure of Internal Information and Trade Secrets

(1) During Fabricate GmbH's training sessions and live calls, other coaching participants may disclose personal or business information. In this respect, strict and complete confidentiality must always be maintained towards outsiders and third parties. The dissemination of this information is prohibited.

(2) Fabricate GmbH is entitled, in the event of repeated culpable breaches by the Customer, to temporarily or permanently block the Customer's access and logins to all programs, content, and training at its reasonable discretion. The Customer's contractual obligations towards Fabricate GmbH remain unaffected in this case.

11 Prohibition of Disrupting Training and Program Processes

(1) The Customer is prohibited from any actions that cause a disruption or impairment of Fabricate GmbH's training and program processes and/or the customer experience of other participants. This applies both within and outside the training structures provided by Fabricate GmbH.

(2) Fabricate GmbH is entitled, in the event of repeated culpable breaches by the Customer, to temporarily or permanently block the Customer's access and logins to Fabricate GmbH's programs, content, and training at its reasonable discretion. The Customer's contractual obligations towards Fabricate GmbH remain unaffected in this case.

12 Rights of Use

(1) The Customer receives a simple right of use for the duration of the contract term with regard to the work and service results created and made available by Fabricate GmbH.

(2) Paragraph 1 applies exclusively on the condition that the Customer has fully paid the remuneration due to Fabricate GmbH under the main contract.

(3) If payment in installments is agreed, the right of use referred to in paragraph 1 is transferred to Fabricate GmbH only upon full payment of the last installment, unless otherwise agreed individually.

(4) The disclosure of the work and service results to third parties (including affiliated companies) is excluded. The same applies to processing according to Section 23 UrhG (German Copyright Act).

13 Liability

(1) Fabricate GmbH is liable for damages – regardless of the legal reason – only for intent and gross negligence. In the case of simple negligence, Fabricate GmbH is liable only

a) for damages resulting from injury to life, body, or health,
b) for damages resulting from the breach of a material contractual obligation (an obligation whose fulfillment is essential for the proper execution of the contract and on whose observance the contractual partner regularly relies and may rely); in this case, however, liability is limited to compensation for foreseeable, typically occurring damage.

(2) Within the limits of paragraph 1, Fabricate GmbH is not liable for data and program losses. Liability for data loss is limited in amount to the typical restoration effort that would have occurred with regular and risk-appropriate creation of backup copies. Liability under the Product Liability Act always remains unaffected, as does liability for the assumption of a guarantee.

14 Data Protection and Data Security

(1) The Customer assures to comply with the provisions of the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG) when transferring personal data to Fabricate GmbH.

(2) If Fabricate GmbH is to process data on behalf of the Customer (order processing), a separately remunerated agreement (in writing) will be concluded between the parties.

15 Final Provisions

(1) Deviations from these General Terms and Conditions are only effective if they have been agreed upon in writing. Individual agreements made with the Customer in individual cases (including ancillary agreements, supplements, and changes) always take precedence over these General Terms and Conditions. For the content of such agreements, a written contract or the written confirmation from Fabricate GmbH is decisive.

(2) The law of the Federal Republic of Germany applies exclusively. The place of performance is the registered office of Fabricate GmbH. The exclusive commercial place of jurisdiction is the registered office of Fabricate GmbH (currently Mindelheim, Germany).

(3) Should one or more provisions of these General Terms and Conditions be or become invalid or unenforceable for factual or legal reasons, the validity of the remaining contractual provisions shall not be affected thereby. Fabricate GmbH and the Customer are obliged to replace the invalid or unenforceable provision with a valid provision that comes closest to what was economically intended.