Terms and Conditions

1. Contract Agreement

A contract for services provided by ip-connect GmbH is concluded upon acceptance of the client’s application to enter into a contract by ip-connect GmbH on the basis of these terms and conditions.
ip-connect GmbH may at any time make the provision of services to the client dependent on advance payment or a bank guarantee, or request an appropriate advance payment.
The client’s general terms and conditions and/or the precedence of special agreements over the following terms shall only apply if they are included in the product description or expressly incorporated into the contract in writing.
In the case of continuing obligations, ip-connect GmbH reserves the right to adjust prices, provided such changes are announced with reasonable notice.
If, due to work stoppages requested by the client, ip-connect GmbH is unable to otherwise assign deployed employees, the client shall compensate ip-connect GmbH for such waiting times at 60 % of the usual rates.

2. Scope of Services

The scope of services provided by ip-connect GmbH is defined by the product description or price list valid at the time of contract conclusion, or by other written service descriptions.
ip-connect GmbH is entitled to expand, improve, modify or redefine services at its discretion, provided that no significant reduction in services for the client occurs.
Price changes or substantial changes to services shall be deemed approved unless an objection is raised within four weeks of notification.
Free services or courtesy services may be discontinued at any time without prior notice.
ip-connect GmbH is entitled to have contractual (partial) services performed by third parties.
Prices for the delivery of goods include standard packaging.

3. Termination of the Contract

In the case of continuing obligations without a minimum term, the contractual relationship may be terminated by both contracting parties with a notice period of 90 days to the end of a calendar quarter.
In the case of continuing obligations with a minimum term, ordinary termination by both contracting parties is possible at the earliest upon expiry of the minimum term. The termination must be received by the recipient of the termination at least six weeks before the date on which it is intended to become effective.
The right of the contracting parties to prematurely terminate the respective contractual relationship for good cause remains unaffected.
ip-connect GmbH may declare extraordinary termination to the client if the client is in default of payment of invoice amounts for two due monthly service flat rates or a substantial part of two monthly invoices.
The termination of the contractual relationship concerning one service shall not affect any other contractual relationships between the contracting parties.

4. Payment Terms, Delivery of Goods

ip-connect GmbH may make invoices payable to the client at a calendar-determinable date which is at least ten days after the invoice date. No further reminder to place the client in default is required.
In the case of continuing obligations, service fees shall be paid pro rata for the remainder of the month starting from the day the service is made available. Thereafter, these fees shall be paid monthly in advance by the 1st day of each month, whereby the client is obliged, upon request by ip-connect GmbH, to grant ip-connect GmbH a direct debit authorization. Fees for parts of a calendar month shall be calculated at 1/30 of the monthly fee for each day.
Other fees shall be paid after the provision of the service, without prejudice to any obligation to make advance payments. However, ip-connect GmbH may add to the service fees for the following month a surcharge for additional expenditure, which is based on the additional volume of the previous month (upgrade). Reduced usage shall be offset in the subsequent invoice and the volume tier shall be downgraded.
Objections to fee invoices issued by ip-connect GmbH must be raised immediately upon receipt of the invoice, but no later than six weeks after the billing or invoice date, without affecting the due date. Failure to raise objections in due time shall be deemed approval.
Delivered goods shall remain the property of ip-connect GmbH until full payment of the purchase price has been made; pledging or transfer by way of security is not permitted. Processing or transformation shall always be carried out for ip-connect GmbH as manufacturer, but without obligation for ip-connect GmbH. If the (co-)ownership of ip-connect GmbH expires through combination or sale, it shall be deemed agreed that the resulting claims of the client – in the case of combination proportionate to value – shall be transferred to ip-connect GmbH. ip-connect GmbH reserves the right to revoke the assignment by declaration to the client. Risk shall pass upon notification of readiness for delivery or as soon as the goods leave the business premises of ip-connect GmbH for the purpose of dispatch. ip-connect GmbH is entitled to make partial deliveries and partial services provided that these are not evidently without interest for the client.

5. Default of Payment

In the event of default of payment by the client, ip-connect GmbH is entitled to refuse the provision of further services – if applicable also arising from other contracts – without prejudice to the client’s obligation to fulfil its payment obligations.
In the event of default of payment, ip-connect GmbH is furthermore entitled, from the relevant point in time, to charge interest in the amount of 5 % above the LRG rate of the European Central Bank, unless ip-connect GmbH proves higher or the client proves lower damages. For each direct debit that is not honored or returned, the client shall reimburse ip-connect GmbH in full for the costs incurred. ip-connect GmbH may charge a flat-rate fee of EUR 7.50 without providing evidence of damage or expense.
If the client is in default for two consecutive months with the payment of the fees or a not insignificant part of the fees, or in a period extending over more than two months with the payment of fees in an amount that reaches the monthly basic fee for two months, ip-connect GmbH may terminate the contractual relationship without observing a notice period.
In the event of default of payment of a not insignificant part of the invoice amount or the endangerment of ip-connect GmbH’s payment claim due to a deterioration of the client’s financial circumstances within the meaning of Section 321 of the German Civil Code (BGB), ip-connect GmbH is entitled to declare all claims immediately due.
The assertion of further claims due to default of payment remains reserved to ip-connect GmbH.

6. Confidentiality, Secrecy, Data Protection

The client is hereby informed pursuant to Section 33 (1) of the Federal Data Protection Act and Section 4 of the Teleservices Data Protection Ordinance that ip-connect GmbH processes the client’s company name and address (identity) in machine-readable form and by automated means for purposes arising from the contract.
ip-connect GmbH undertakes to keep confidential all information and documents accessible to it in connection with the conclusion of the contract which are designated as confidential or which, based on other circumstances, are clearly recognizable as business or trade secrets of the client, and – insofar as not required to achieve the purpose of the contract – neither to record, disclose nor exploit them.
ip-connect GmbH has ensured, by means of appropriate contractual arrangements with its employees and/or agents, that they also refrain from any own exploitation, disclosure or unauthorized recording of such business and trade secrets.
Corresponding obligations apply to the client with regard to business and trade secrets of ip-connect GmbH; this applies in particular also to ideas and concepts disclosed during the development phase or cooperation.
ip-connect GmbH and the client ensure that, in particular, their agents or vicarious agents engaged in the performance of the contract also observe data secrecy beyond the above regulation.
The client is aware that, for all participants in the transmission path, there exists the possibility that transmitted data may be intercepted; the client accepts this risk.
ip-connect GmbH assumes no warranty that third parties cannot gain access (via Telnet, FTP or similar means) to data and content on the storage space rented by ip-connect GmbH. Furthermore, ip-connect GmbH assumes no warranty that data or content cannot be copied, manipulated or altered in any way by third parties. In the event of damage, except in cases of intent or gross negligence, there shall be no claim to liability for indirect damages, consequential damages or loss of profit.

7. Limitation of Liability

Claims for damages arising from impossibility of performance, positive breach of obligation, culpa in contrahendo and tort are excluded both with respect to ip-connect GmbH and in relation to its vicarious agents and assistants, unless intentional or grossly negligent conduct is present.
ip-connect GmbH shall not be liable for the information transmitted via its services, neither for its completeness, accuracy or timeliness, nor for the fact that it is free of third-party rights or that the sender acts unlawfully by transmitting the information.
If a damage-causing event has occurred on transmission paths of a third-party carrier, ip-connect GmbH shall assign all resulting claims, free of encumbrances, to the client.
Delays in performance and delays in service provision due to force majeure and due to events that significantly impede or render performance impossible for ip-connect GmbH – including in particular strikes, lockouts, official orders, failure of communication networks and gateways of other operators, disruptions in the area of services of third-party carriers, even if they occur at suppliers or subcontractors of ip-connect GmbH or their sub-suppliers, subcontractors or at operators of sub-node computers authorized by ip-connect GmbH – shall not be the responsibility of ip-connect GmbH even in the case of bindingly agreed deadlines and dates. These entitle ip-connect GmbH, where applicable, to postpone performance by the duration of the delay plus an appropriate start-up period. Otherwise, a case of impossibility shall exist.
Unless other provisions in these terms and conditions exclude liability, liability for damages arising from the use of ip-connect GmbH services through the transmission and storage of data, as well as for damages arising because the required storage or transmission of data by ip-connect GmbH has not taken place, shall be limited in amount to EUR 2,500.00, unless intent or gross negligence is present.
Liability for damages caused by the use of hardware and software delivered or installed by ip-connect GmbH shall be limited in amount to EUR 2,500.00, unless intentional or grossly negligent conduct is present.
The client is aware that, due to maintenance, restructuring or other work on technical facilities, the scope of services may be temporarily and briefly restricted or unavailable. ip-connect GmbH endeavors, where possible, but cannot guarantee, to carry out such service restrictions at times when, based on experience, the services are not heavily used.

8. Set-Off, Reduction and Right of Retention, Refund

The client may only set off claims against claims of ip-connect GmbH with undisputed or legally established claims. The client is only entitled to assert a right of retention due to counterclaims arising from this contract.
If a substantial impairment lasts longer than two weeks, the client is entitled to reduce the monthly fees proportionally from the time the impairment occurs until the next possible termination date. A substantial impairment exists if the client can no longer access the ip-connect GmbH infrastructure and is therefore unable to use the services listed in the order confirmation, if the use of these services is significantly impeded overall or if the use of individual services listed in the order confirmation becomes impossible, or if comparable restrictions exist.
In the event of service outages due to a disruption outside the sphere of responsibility of ip-connect GmbH, no refund of fees shall be made. Otherwise, outage periods shall only be refunded if ip-connect GmbH or one of its vicarious agents or assistants has caused the error at least negligently and the outage period extends over more than one working day.
If the client asserts that services charged to it were not caused by the client or by third parties for whom the client is responsible, the client must prove this.

9. Warranty

In warranty cases, ip-connect GmbH shall have the option to remedy defects and/or deliver a replacement. If this is not successful within a reasonable period and also fails within a further reasonable grace period set by the client for ip-connect GmbH, the client shall be entitled to the statutory warranty rights in accordance with the terms and conditions of ip-connect GmbH.
Warranty claims must be regularly notified to ip-connect GmbH without delay, but always in writing and stating the specific circumstances of the occurrence of the complained defect as well as its effects. ip-connect GmbH may make its remedial actions dependent on the existence of the above-mentioned requirements. The client should use any fault report forms provided by ip-connect GmbH, if applicable.
The warranty period shall commence upon (partial) acceptance; in other cases, as regulated by law. The warranty period shall be six months, unless another written agreement has been made.

10. Place of Jurisdiction and Other General Conditions

For all disputes arising directly or indirectly from the contractual relationship, including actions relating to checks and bills of exchange, the exclusive place of jurisdiction shall be the judicial district resulting from the registered office of ip-connect GmbH. ip-connect GmbH is, however, also entitled to bring an action at the registered office of the client.
The client shall notify ip-connect GmbH within one month of: any change in the person of the client caused by inheritance or other universal succession; in the case of non-legally capable commercial partnerships, communities of heirs, non-legally capable associations, civil-law partnerships or client consortiums, the joining or leaving of persons; any change of the client’s name or of the designation under which it is listed in the business records of ip-connect GmbH; as well as any change of address.
The place of performance shall be the registered office of ip-connect GmbH. E-mails shall be deemed delivered when they have been accepted by the recipient’s mail server. Encryption or signature of messages and data shall only take place on the basis of an explicit written agreement.
The transfer of rights and obligations arising from this contract by the client shall only be permitted with the written consent of ip-connect GmbH.
Within the scope of application of the Telecommunications Customer Protection Ordinance, any mandatory provisions deviating from these terms shall take precedence over these provisions. The Product Liability Act shall remain unaffected, as shall manufacturer warranties.
As a rule, ip-connect GmbH operates exclusively on the basis of its General Terms and Conditions. Upon the first access to the ip-connect GmbH network or the use of ip-connect GmbH services, these terms shall be deemed accepted. Any counter- confirmations by the user referring to its own business or purchasing conditions are hereby rejected. Agreements deviating from the provisions stated herein require written form.
The offers of ip-connect GmbH shall apply. If the client claims that deviations from the (brochure) product description have been agreed, the client shall bear the burden of proof in case of doubt.
This contract shall be governed by German law, in particular the Copyright Act (UrhG), the German Civil Code (BGB) and the German Commercial Code (HGB). The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

11. Severability Clause

Should any provision of these General Terms and Conditions be or become invalid, it shall be replaced by a valid provision that most closely reflects the intent of the original provision. All other provisions shall remain unaffected. This shall also apply in the event of a contractual gap.

Supplementary Provisions for ISP Services

Area: ip-connect GmbH

During the term of the contract, ip-connect GmbH shall not charge any fee for changes to already existing user accounts insofar as their scope does not exceed two work operations per month. Any change exceeding this may, however, be subject to a processing fee.

Insofar as trademark rights arise through the setup of subdomains, the creation of directories and e-mail addresses, and other entries, and thereby a name space owned by ip-connect GmbH is designed or configured, ip-connect GmbH grants the client a worldwide, non-exclusive right of use limited to the duration of the contractual relationship, which may, however, be terminated at any time for special cause. Insofar as trademark rights arise only through sustained use by the client or a third party attributable to the client’s area, such rights shall, at the time they arise, be transferred or granted exclusively to ip-connect GmbH and, at the same time, be granted again for use by the client or the third party attributable to its area as described above.

The defense of the aforementioned legal positions against attacks by third parties shall be the responsibility of the client or a third party attributable to its area. ip-connect GmbH may, however, by declaration to the client, assume such defense in whole or in part. The allocation of costs for any non-reimbursable defense measures shall be determined by ip-connect GmbH at its reasonable discretion, which may be reviewed by a court at the registered office of ip-connect GmbH upon application by the client.

ip-connect GmbH mediates the registration of second-level Internet domains solely on behalf of the client. In case of doubt, the client or the client’s legal representative shall be designated as “admin-c”.

Upon the registration of domains, a contractual relationship shall always be established, via the present contract, between the client and the respective registration authority, on the basis of its publicly accessible registration guidelines and/or general terms and conditions as well as price lists.

ip-connect GmbH shall carry out the actions necessary for registration within the scope of an automated procedure. ip-connect GmbH transmits the technically and legally required data to the registration authority in accordance with the respective registration provisions. Such data shall be made publicly accessible, possibly only in part, within the scope of the TLD register (respective Whois database) in accordance with established practices.

Technical Problems, Delay in Performance

In the event of technical problems for which ip-connect GmbH is not responsible and which make continuation of this contract impossible, ip-connect GmbH shall be entitled to terminate parts of or the entire contract without notice. In this case, the costs charged for the current month shall be refunded to the customer. Except in cases of intent or gross negligence, there shall be no claim for liability for indirect damages, consequential damages or loss of profit.
As is customary on the Internet, access to the published data of the servers rented by ip-connect GmbH may not always be possible. This applies in particular to general bottlenecks in the network infrastructure with which the ip-connect GmbH servers have no connection. ip-connect GmbH shall not be responsible for such outages.
In the event of outages of ip-connect GmbH that last continuously for more than one week, ip-connect GmbH shall refund the customer the pro rata storage space costs.
ip-connect GmbH shall not be responsible for delays in performance due to the failure of communication networks. This shall also apply in the case of bindingly agreed deadlines.
ip-connect GmbH assumes no warranty for the correct display of the client’s Internet pages, as differences may occur due to the various systems – including, among other things, operating systems and browsers.

If the client acts solely on behalf of its own customer, the client is obliged to inform its customers, if applicable, that the domain registration contract is concluded directly between the customer and the registration authority. Notifications and inquiries from ip-connect GmbH or the registration authority shall be forwarded by the client to the customer – individual notifications without delay, other notifications within a reasonable period. The client shall retain the registration documents in verifiable form for the duration of the contract between the registration authority and the customer and shall observe the statutory retention periods in compliance with data protection regulations. Upon request, the client shall hand over the registration documents to ip-connect GmbH or the registration authority.

Changes to the existing data of a domain shall generally only be carried out upon written instruction sent by post by the domain holder or its authorized representative.

ip-connect GmbH provides its services also by making use of transmission paths of third parties.

At the End of the Contract

At the end of the contract, ip-connect GmbH shall only carry out a fee-based backup of any remaining data stocks upon special request by the client.

Unless the client provides any other notice, the data stocks that the client has left on the servers provided by ip-connect GmbH for the fulfillment of its service obligations shall be regularly deleted. The same shall apply, where applicable, to established e-mail addresses.

Area: Client

Before the Contract Term

Before the contract term, the client is obliged to notify ip-connect GmbH without delay of any inability of its own to review the respective relevant provisions of the registration authorities concerning domain registration. Registration provisions partly contain binding arbitration rules and other important regulations.

During the Contract Term

During the contract term, it is the responsibility of the client to continuously review the status of its registration and to timely perform the actions necessary for the fulfillment of the registration contract; in this respect, rights and obligations exist solely between the client and the registration authority. ip-connect GmbH can only be contractually obliged to exercise individual rights and obligations on behalf of the client.

The client is obliged to use the services of ip-connect GmbH properly. In particular, the client is obliged,

to notify ip-connect GmbH without delay if prerequisites for any agreed tariff reductions cease to apply (elementary obligation);
to ensure that the network infrastructure or parts thereof are not overloaded by excessive use (elementary obligation);
not to misuse access to ip-connect GmbH services and to refrain from unlawful acts; this also includes the precaution to be taken by the client to ensure that the use of services provided by ip-connect GmbH does not result in violations of protective laws in favor of third parties or of criminal and regulatory provisions (elementary obligation);
to allow ip-connect GmbH to install technical equipment insofar as this is required for the use of ip-connect GmbH services and installations are not carried out by the client itself;
to inform ip-connect GmbH which technical equipment is used for participation in ip-connect GmbH services;
to ensure compliance with statutory provisions and official requirements and to take care of obtaining official permits insofar as these are currently or in the future required for participation in services of ip-connect GmbH;
to observe the recognized principles of data security, in particular to keep passwords confidential or to change them immediately or cause them to be changed if there is reason to assume that unauthorized third parties have gained knowledge of them;
to notify ip-connect GmbH of any recognizable defects or damages without delay (fault report);
within reasonable limits, to take all measures and, if applicable, also provide information that enables the determination of defects or damages and their causes or facilitates and accelerates the elimination of the fault;
after submitting a fault report, to reimburse ip-connect GmbH for the expenses incurred through the inspection of its equipment, if and insofar as the inspection reveals that the fault was within the client’s area of responsibility.

If the client violates obligations designated as elementary obligations, ip-connect GmbH shall be entitled to terminate the contractual relationship immediately and, in all other cases, after an unsuccessful warning, without observing a notice period.

Insofar as the client makes use of services of ip-connect GmbH that are jointly used by several clients, ip-connect GmbH may regulate the details of the interaction among the users by means of a user policy. Violations of essential provisions of such user policy shall entitle ip-connect GmbH, after an unsuccessful warning, to terminate the contractual relationship without notice.

If the provision of web space is the subject of a service or performance of ip-connect GmbH, the client is obliged,

to use the service provided by ip-connect GmbH only within the scope of general freedom of action, in particular to comply with the constitutional order and not to violate rights of third parties, for example through violations of personal rights, and not to offer any information with unlawful or immoral content. This includes in particular information that, within the meaning of Section 131 of the German Criminal Code (StGB), incites racial hatred, glorifies or trivializes violence, is sexually offensive, within the meaning of Section 184 StGB is pornographic, glorifies war, is suitable to seriously endanger the morals of children or juveniles or to impair their well-being;
in the event of culpable non-compliance with this provision, ip-connect GmbH shall be entitled immediately, without giving rise to any reduction or compensation claims on the part of the client, to arrange for the blocking of the content;
furthermore, in the case of content falling under the Act for the Protection against Harmful Publications to Young Persons (GjS) or that is obviously suitable to seriously endanger the morals of children or juveniles or to impair their well-being, to take precautions by technical means or otherwise to ensure that transmission to or access by underage users is excluded;
when storing data on the servers of ip-connect GmbH, to ensure that the data has been created in compliance with national and international copyright laws;
to be solely responsible for the content of the data created and stored by the client;
to permit direct or indirect use of the services of ip-connect GmbH by third parties only with the explicit consent of ip-connect GmbH. ip-connect GmbH may make such consent dependent on the payment of an additional fee, insofar as the nature of the legal transaction does not provide for a resale of the usage rights envisaged by the contract. In case of doubt, the client shall provide proof thereof;
if use by third parties is permitted or intended, to properly instruct such third parties in the use of the services. If use by third parties is not permitted, the client shall not be entitled to any reduction, refund or damages claims as a result;
to pay also those fees that arise within the scope of the access and usage options made available to the client through authorized or unauthorized use of the services of ip-connect GmbH by third parties;
insofar as the backup of the client’s data is not contractually regulated, to take the necessary measures for this purpose itself.

At the End of the Contract

At the end of the contract, that is, upon termination of the contractual relationship concerning the service, the client shall cease using the data communicated to it by ip-connect GmbH for the use of the service, such as usernames, PIN numbers and/or passwords, and shall return any devices provided on loan or rented by ip-connect GmbH to ip-connect GmbH in full within seven days after termination of the contract.

The client shall itself back up and remove its data stocks. After the end of the contract, the data shall be deemed by ip-connect GmbH to be released for deletion.

Scope of Liability

The client shall be liable for all consequences and disadvantages incurred by ip-connect GmbH and third parties as a result of the improper or unlawful use of ip-connect GmbH services or due to the client’s failure to comply with its other obligations and duties.
The client shall treat the passwords assigned to it confidentially and keep them secret. The client shall be fully liable for damages and costs caused by the misuse of the client’s access by third parties.
In particular, the client is obliged to reimburse ip-connect GmbH immediately, when due, for expenses and damages arising from being claimed as a joint disturber due to even merely alleged unlawful conduct originating from the client’s area.
The client shall notify ip-connect GmbH immediately of any suspected acquisition of confidential information by third parties, either by telephone or by telefax. Any notification by telephone shall require immediate written confirmation.
If the client culpably fails to provide immediate notification, the client shall be liable for those damages that could have been avoided if timely notification had been made.