“WP Lab” is provided by Matthias Krok web development, Mergelgasse 26, 40591 Düsseldorf, Germany (hereinafter also referred to as “WP Lab”).
“You”, “your” and “customer” refer to you, as a customer of WP Lab. “We”, “us”, and “our” refer to WP Lab. “Products” refers to services and products provided or sold by WP Lab.
These General Terms of Service (hereinafter referred to as “ToS”) represent the exclusive basis for all legal relationships established between us and you,
By utilizing and purchasing our products you are agreeing to these ToS and concluding a legally binding contract with us.
Insofar as we have not explicitly agreed to their application in writing, your possibly deviating business conditions shall not apply. Even though they may be enclosed and the contract may have been supplemented, a reference to your own business conditions does not constitute our acceptance of their applicability.
WP Lab offers its products only to business customers, not to consumers. Consumers are natural persons who conclude the respective legal transaction for a purpose which is outside their trade, business or profession.
Offers and Product Descriptions
The presentation and promotion of products in our online shop or on our website does not represent a binding offer to conclude a purchase agreement nor does it constitute a guarantee. Images and descriptions only apply as general clarification. Technical data may be subject to change.
The offer may also be deemed accepted through the delivery of the order item. An order includes the authorization to perform test runs.
Limitation to Business Customers
Our shop offers are limited only to business customers and not to consumers. Consumers are prohibited from placing orders in our shop (this limitation is necessary in order to comply with consumer protection legislation in Germany and Europe).
A consumer within the meaning of this limitation is every natural person who enters into a legal transaction for a purpose that is mainly outside his trade, business or profession (Section 13 German Civil Code).
A business customer (respectively an entrepreneur) means a natural or legal person or a partnership with legal personality who or which, when entering into a legal transaction, acts in exercise of his or its trade, business or profession (Section 14 (1) German Civil Code).
With your order you declare that you are a business customer and not a consumer. We reserve the right to check within reasonable and applicable limits during the transaction or before the delivery that you are a business customer (e.g. by verifying your address data, requesting a VAT-No).
Conclusion of Contract
An order declared by the customer upon order placement via the online shop is a binding offer. WP Lab is entitled to accept the agreement offer in the order within no more than two weeks of receipt.
The Seller will confirm receipt of the Purchaser’s online order, placed via the Seller’s online store, immediately by e-mail. Receipt such an e-mail is not a binding acceptance of the order, unless, in addition to the confirmation of receipt of the order, the acceptance of the order is included at the same time.
Acceptance of your order for products and the completion of the contract between you and WP Lab will take place when your products are delivered (e.g. by providing a download link and/or license code for the ordered product) or by sending you a letter of acceptance.
If delivery of the ordered products is not possible, WP Lab refrains from a declaration of acceptance. In this case a contract does not materialize. WP Lab will inform you without delay and refund immediately payments already effected.
A contract can also be concluded by means of an individual agreement.
Member account, password and security
Registering and using our services website may involve you setting up an account and giving a password.
You are fully responsible for maintaining the confidentiality of your account and the password, and all activities that occur under your account or password. You agree to immediately notify us of any unauthorized use of your account or password and any breach of security or misuse or suspected breach of security or misuse of the service, and ensure that you exit from your account at the end of each session if you use a shared computer. WP Lab cannot and will not be liable for any loss or damage arising from your failure to comply with this clause.
Co-operation and Legal Regulations
The contracting parties co-operate in an atmosphere of mutual trust and will immediately advise each other of deviations from agreed action or if doubts arise as to the correctness of the other party’s actions.
Should you recognise that your own information and demands are in error, incomplete, unclear or impracticable, you must advise us of this immediately together with such consequences as you can foresee.
The content provided by you will be verified solely for its plausibility. A more detailed, e.g. linguistic review shall be carried out only where this has been explicitly agreed.
The provisions in this section of the ToS specify the legal responsibility and obligations between us and you, insofar as these have not been explicitly agreed in the job description. They apply especially for individual agreements.
Our services include no legal examination or consultancy (for example, of a trademark, copyright, data protection, competition or professional association nature.)
You shall ensure that the content you provide is free of third-party rights and that its publication does not violate applicable law in any form.
Where we suggest content, measures or services, you are obliged to examine their legal admissibility.
Insofar as we provide you with legal models, e.g. usage and data protection terms, these should be considered as templates. It is your responsibility to adapt the models to your own legal requirements.
Extent of the usage rights transferred by WP Lab
Insofar as protective rights are created by our fulfillment of products (e.g. copyright protection for software, texts or graphics; hereafter described as “product capable of being protected”), we hereby transfer to you the usage rights required for the respective purpose of the product. Insofar as nothing to the contrary has been agreed, a simple usage right will be transferred.
The usage rights to the service and product capable of protection will be transferred to you only after the remuneration has been paid to us in full.
Insofar as the product capable of protection contains Open Source elements, the transfer of rights will be effected only in accordance with and to the extent of the relevant Open Source license. We must point out explicitly that the Open Source elements may only be used and processed and be the objectives of official injunctions within the scope of the respective license.
Templates, drafts, raw data, files and other working materials that we prepare and that serve to provide the service and product owed under the contract shall remain our property and there is no obligation to surrender and archive.
Prices and payment
All contractual remunerations for individual offers to entrepreneurs shall be subject to the addition of the legal rate of VAT or otherwise shall include the VAT applicable at the time of invoicing.
You may settle the remuneration using one of the payment methods we have offered to you. You will be provided with the invoices electronically. The terms and conditions of the used payment provider apply.
Should it not be possible to have an invoice paid by direct debit, you shall bear all consequential costs. These include especially bank charges in connection with the return of direct debits and comparable fees to the extent that you are responsible for the event that triggers the costs. We can send you payment reminders electronically.
Should you fall into arrears with your payment, you must expect to be charged 9% interest for late payment above the Basic rate of interest pursuant to section 247 of the German Civil Code. Default interest will be charged, even without a written warning, if the payment is not made at the agreed date. We reserve the right to raise a claim for a higher value of compensation for such delay.
You may offset only uncontested or legally binding debts against our claims, insofar as these are not claims for completion or the rectification of faults. You are entitled to a right of retention only for counterclaims arising from the contract that forms the basis of these ToS.
The product remains the property of WP Lab until complete payment of all accruing receivables including all costs.
As long as the reservation of title exists, all changes to the detriment of WP Lab, sale, pledging, assignment of security or other transfer of the service item to third parties, shall not be permitted without our written consent.
Warranty and Support
For defects in new products, WP Lab assumes the warranty for the statutory warranty period of one year.
The Product shall be inspected immediately after delivery, within no more than 7 days provided this is feasible according to the proper course of business and WP Lab shall be immediately notified if a defect is revealed. If no notification is made by the Customer, the product is deemed approved, unless there is a defect which could not be detected during the inspection. If such a defect appears at a later date, notification must be made immediately after discovery; otherwise the product is deemed approved even in consideration of this defect. The timely dispatch of the notification is sufficient to uphold their rights.
WP Lab provides a warranty for defects to the product through improvement or replacement delivery, at their discretion.
If the subsequent fulfillment fails, the customer may fundamentally demand the reduction of remuneration or the withdrawal from the Agreement, at his discretion. However, the customer has no right to withdrawal in the event of only negligible breaches of contract, in particular for only negligible defects.
Product support for the latest versions of the purchased product is beyond warranty compliance, unless otherwise stated, not mandatory and delivered via our support section. In general, old product versions cannot be supported.
Disclaimers, Limitation of Liability and Indemnity
The following exclusions and limitations of liability apply with regard to OUR liability for damage compensation, notwithstanding the other legal claim requirements.
WE assume unlimited liability if the cause of the damage is the result of intent or gross negligence.
Furthermore, WE assume liability for the slightly negligent breach of significant duties, whose breach places the achievement of the purpose of the Agreement at risk, or for the breach of duties whose fulfilment generally enables the execution of the Agreement and on whose compliance they regularly rely. However, in this case, WE shall only be liable for the foreseeable damage that might typically occur under the Agreement. We are not liable for the slightly negligent breach of duties other than those stated in the above-mentioned sentences.
The above-mentioned limitations of liability do not apply for loss of life, bodily injury or damages to health for a defect after assumption of a guarantee for the nature of the product and for fraudulent concealment of defects. Liability pursuant to the Product Liability Act remains unaffected.
If OUR liability is excluded or limited, this also applies for personal liability of employees, representatives, agents or assistants.
You agree to indemnify us and our agents and officers, directors and employees, immediately on demand, against all claims, liability, damages, costs and expenses, including legal fees, arising out of any breach of these Terms and Conditions by you.
We processes your personal data only for a specific purpose and pursuant to the statutory provisions.
The personal data stated for the purpose of the order of products (such as name, email address, payment details) shall be used by WP Lab for the fulfillment and execution of the agreement. This data shall be treated as confidential and not forwarded to third parties that are not involved in the order, delivery and payment process.
The Customer has the right to receive information on the personal data that has been saved by us about him, free of charge. In addition, the Customer has the right to amend incorrect data, block and delete his personal data provided this does not contradict any legal storage obligation.
Place of Jurisdiction, Applicable Law and Final Provisions
The place of fulfilment is our registered office in Düsseldorf, Germany. The exclusive place of jurisdiction for all disputes relating to or in conjunction with the contractual relationship is our registered office in Düsseldorf, Germany. We reserve the right to assert its claims at the Customers’s place of legal jurisdiction. The legal relations between the contractual parties are subject exclusively to the laws of the Principality of Germany – under exclusion of supranational law and international and supranational referral law which does not make reference itself to the substantive law of the Principality of Germany. Agreement to the applicable law shall also apply if the Customer’s place of business and/or domicile is located abroad.
Any failure on our part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with our prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these ToS and be void.
If one of the above-mentioned provisions is partially or completely ineffective, this does not affect the effectiveness of the remaining provisions.
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