General Terms and Conditions

1. Scope of application

1.1. These General Terms and Conditions (hereinafter referred to as "GTC") shall apply to all business relations between Yelnex GmbH, Hohenstaufenring 62, 50674 Cologne (hereinafter referred to as "Contractor") and commercial customers (hereinafter referred to as "Customer").

1.2. The Contractor's services shall be provided exclusively on the basis of these GTC. The respective version of the GTC valid at the time of conclusion of the contract shall be controlling. The Customer's GTC shall not apply, even if the Contractor does not expressly object to their applicability. Deviating or contrary terms and conditions shall only apply if they have been accepted by the Contractor in writing.

1.3. The GTC of the Contractor shall also be applicable to all future transactions with the Customer, even if no express reference is made to these GTC.

2. Services of the Contractor

2.1. The Contractor's range of services includes, but is not limited to, the activities listed below:

Search Engine Optimisation (SEO); Search Engine Marketing (SEM); creation of websites, brandbooks, logos, graphics; videos; motion graphics and animation; website design (UX-"user experience design" and UI-"user interface design") and photo shoot by photographers & exclusive photo editing; data maintenance; data updating; Google ads; Facebook ads; Instagram ads; strengthening and supporting the marketing plan through social media campaigns. The specific service to be provided shall be determined by the contract concluded according to the section 3 of these GTC.

2.2. Online Portal

2.2.1. On the basis of the information provided by the Customer, the Contractor creates the company profile and transmits the data to the online, mobile and GPS portals contained in the Yelnex directory network, which in turn will be published there.

2.2.2. The names and the exact number of online, mobile and GPS portals included in the Yelnex directory network to which the Customer's data is transmitted may vary and are at the full discretion of the Contractor and dependent on the characteristics of online portals.

2.2.3. The publication or update period varies for online platforms. For some directories, the process can take up to three months, whereby the Contractor has no influence on the duration.

2.2.4. At the end of the contract period, the Contractor cannot and shall not be required to delete the client's data from online directories. However, these will no longer be managed or updated by the Contractor. The Contractor assumes no responsibility for the use of the data beyond the term of the contract, unless the Contractor acts intentionally or with gross negligence.

2.3. Online Ads

2.3.1. The creation of advertisements in social media shall be carried out in accordance with due discretion, professional judgement, and in consideration of the business objectives of the Customer.

2.3.2. The Contractor's fees for advertising measures always exclude the required advertising budget. Costs for advertising shall always be borne separately by the Customer.

2.3.3. The Customer shall be responsible for providing access to the respective social media platforms. The Contractor's services shall only be rendered within the framework of the existing customer account on Google, Facebook, Instagram, LinkedIn, etc.

2.3.4. The Client shall receive monthly reports in electronic form (by e-mail) on the evaluation of the social media campaign.

2.4. Reviews and Posts

2.4.1. The Contractor's digital products and services serve to strengthen and improve the Customer's online reputation management.

2.4.2. The Contractor offers three online service models for the optimisation of reputation management: "Do it with me", "Do it for me" and "Do it yourself".

2.5. Legal compliance

2.5.1. Explicit reference is made to the fact that the range of services does not include detailed legal advice and legal examination, which is only carried out by lawyers. The Contractor shall be excluded from liability and indemnified against any claims of third parties if the Customer carries out projects in contravention of legal provisions without having previously initiated a legal review.

2.5.2. The Customer must hold the Contractor harmless from any claims by third parties, in particular the costs of legal action, upon first request, as a result of the Contractor being provided with image, text, sound or video files by the Customer that infringe the rights of third parties. The search for trademark rights, copyrights or other industrial property rights does not belong to the responsibilities of the Contractor and cannot be regarded as part of the contract.

2.5.3. The Customer guarantees the Contractor and all his selected partner companies the worldwide, simple and transferable right to use all or individual brand logos, symbols and other materials that are protected by copyright or other rights (e.g., photos, product catalogs, etc.) free of charge under the conditions of these GTCs for the duration of the contract. This right of use includes all rights and types of use that are necessary and useful for the Contractor to provide its contractual services.

3. Subject matter of the contract, conclusion of the contract

3.1. Subject matter of the contract is the service selected and agreed upon by the Customer from the Contractor's range of services. This does not include any kind of success guarantees such as an increased number of clicks, views and better reviews, etc. This means that the Contractor's contractual obligation does not include any specific success, but only the provision of the service as agreed between the contracting parties.

3.2. The presentation and advertisement of products on the Yelnex website do not constitute a binding offer to conclude a contract.

3.3. The Contract is concluded in the following way:

The offer is made by the Customer, in which

- provides his company data via the Yelnex website,

- selects a service from the Contractor's range of services,

- accepts the GTC of the Contractor and includes them in his application,

- and submits this information to the Contractor.

3.4. Subsequently, the contact is established to clarify any outstanding issues individually and make them an integral part of the contract. The GTC of the Contractor shall become an integral part of the Contract in this case as well. In conclusion, the Contractor sends an order confirmation to the Customer, which provides a summary of the entire order.

3.5. The order confirmation sent by the Contractor to the Customer by e-mail shall be regarded as an acceptance. 

3.7. The Contract is usually signed and transmitted electronically via an online program. If the Customer wishes to receive an original version of the Contract, the Customer shall bear the cost of postage.

3.8. If the contracting parties agree on different provisions in the course of the conclusion of the contract, which deviate from these GTC, the otherwise agreed provisions shall apply.

4. Prices, payment, due date, default

4.1. All prices are quoted in EUR and are net prices, unless expressly stated otherwise.

4.2. The fee for a service selected and to be performed by the Contractor shall be determined in accordance with the terms of the contract as agreed. The fee shall be composed of a per-month flat-rate usage fee and - if agreed - a one-time setup fee. This shall not apply if the parties have agreed otherwise.

4.3. Invoices shall be sent by the Contractor electronically by e-mail to the e-mail address provided by the Customer, unless the contracting parties reached a special agreement or agreed on the SEPA direct debit procedure as a payment method.

4.4. Unless otherwise contractually agreed, payment shall be due within 14 days of receipt of the invoice. After this date, the Customer shall be deemed to be in default in the event of non-payment. The Customer shall pay the Contractor the statutory interest on arrears and other processing costs in such cases.

4.5. The Customer's obligation to pay default interest shall not preclude the Contractor from claiming further delay damages.

4.6. If the Customer is in default of payment, the Contractor reserves the right to prohibit the Customer from using the Service and not to transfer the ownership of the Services that have not been paid for in full.

4.7. If the Customer is in default with the payment of two monthly invoices, the Contractor reserves the right to terminate the Contract with immediate effect. The right to claim damages remains unaffected.

5. Right of retention and set-off

The Customer shall only be entitled to a right of retention if its counterclaim arises from the same contractual relationship. Furthermore, the Customer shall not be entitled to set-off unless its counterclaims have been legally established or are undisputed. In such cases, the right must also arise from the same contractual relationship. § 369 HGB remains unaffected.

6. Provision of the electronic invoice

6.1. The invoices issued by the Contractor shall be sent to the Customer exclusively by e-mail. Unless otherwise agreed, the Customer waives the right to receive the invoice by post.

6.2. The Customer shall establish the technical requirements for receiving and retrieving the invoice in accordance with the agreement. The Customer shall ensure that the filter applications or firewalls are adapted accordingly. Any automated response letters to the Contractor in electronic form (e.g.: absence note) shall be refrained from. In such cases, the electronic invoice shall also be considered received.

6.3. In the event of a change in the e-mail address of the Customer specified for receipt of the invoice, the Customer shall notify this immediately. If the change is not notified in time, invoices sent in the meantime shall be deemed to have been effectively received.

6.4. In the event of an incorrect or omitted notification of the change of the designated e-mail address, the Client shall reimburse the resulting damage.

6.5. The Contractor shall not assume any responsibility for damages resulting from any increased risk of sending the invoice electronically compared to sending it by post. The increased risk of access by unauthorized third parties from storing the electronic invoice shall be assumed by the Customer.

6.6. The German Value Added Tax Act (Umsatzsteuergesetz) applies to the issuance and transmission of electronic invoices, so that invoices transmitted by e-mail or retrievable in the protected area of an online portal are also eligible for input tax deduction.

7. Warranty, Liability 

7.1. The Contractor shall be liable for defects in performance in accordance with the applicable statutory provisions.

7.2. Any warranty claims must be raised with the Contractor within 14 days after performance of the service. Otherwise, the contractually agreed service shall be deemed to have been accepted without defects.

7.3. Any warranty claims shall be subject to a limitation period of one year from the statutory commencement of the limitation period.

7.4. The Contractor shall be held liable to the Customer in all cases of contractual or non-contractual liability in the event of willful misconduct and gross negligence in accordance with the statutory provisions as well as in the event of fraudulent misrepresentation.

7.5. In other cases, the Contractor shall only be liable in the event of a breach of a contractual obligation, the fulfillment of which is a prerequisite for the proper execution of the contract and on the performance of which the Customer may regularly rely (cardinal obligation), and this shall be limited to compensation for foreseeable and typical damage. In all other cases, the Contractor's liability is excluded, in particular for the improper use of the product by the Customer or for loss of profit.

7.6. The amount of the Contractor's liability for the loss or recovery of data shall be limited to the damage that would have occurred even if the Customer had backed up the data regularly and properly.

7.7. The Contractor's liability for damages arising from injury to life, limb or health and under the Production Liability Act shall remain unaffected by the above limitations and exclusions of liability.

8. Contract terms and termination

8.1. Depending on the selection, contract durations have been set at 12, 24, 36, or 48 months.

8.2. If the Customer does not submit a written notice of termination to the Contractor no later than three months before the expiry of the term of the Contract, the Contract shall be renewed for another 12 months.

8.3. The notice of termination shall be sent in electronic form to info@yelnex.com.

8.4. The right of both contracting parties to terminate the contract without notice and for cause shall remain unaffected.

9. Obligations of the client

9.1. The Customer shall provide the Contractor with all required background conditions necessary for the proper performance of the services. The Customer's duties to cooperate shall be performed in full, free of defects and at its own expense.

9.2. The Customer shall, for the purpose of fulfilling its contractual obligations, provide the Contractor with the necessary and cost-free access to all relevant content (photo and video files, logos, templates, links, advertisements, etc.) which is necessary for the Contractor to perform its contractual obligations.

9.3. Failure by the Customer to comply with the obligations to cooperate may result in disruptions in the Contractor's performance of services and entitle the Contractor to withhold the services to be provided.

9.4. The Customer undertakes to take appropriate technical and organizational measures to ensure the proper use of the digital product and to provide protection against unauthorized access to the software.

10. Data protection, consent to data processing and contacting

10.1. The Customer agrees on the basis of these GTC that personal data (name/company, business address, bank details, e-mail address, etc.) are collected, stored and processed by the Contractor for the purpose of fulfilling the contract. The Contractor undertakes to treat the Customer's personal data confidentially and carefully at all times in accordance with the applicable data protection regulations.

10.2. No personal data shall be disclosed to third parties without the prior consent of the Customer.

10.3. Within its online services, the Contractor uses cookies, the usage guidelines of which the Customer agrees to.

10.4. Insofar as the Contractor obtains consent for the use of customer data for communication purposes, it is noted that this may be revoked by the Customer at any time with effect for the future. For the initiation, conclusion of the contract and further contact with the Customer, the Contractor shall exclusively use means of remote communication (email, telephone and video calls).

10.5. In case of change of personal data of the Customer, which are necessary especially for communication or notification, the Contractor must be informed immediately. If the Customer does not comply with this obligation, he shall be fully liable for the damages caused in this context.

11. Confidentiality agreement

11.1. Both the Customer and the Contractor shall treat as confidential all information of confidential nature disclosed in the course of the business relationship and cooperation and shall not disclose such information to third parties during the term of the Agreement or beyond such term.

11.2. This does not apply to non-confidential (public) information.

12. Final provisions, place of jurisdiction and applicable law

12.1. The entire contractual relationship between the Contractor and the Customer shall be governed by the laws of the Federal Republic of Germany, excluding the application of UN Convention on Contracts for the International Sale of Goods.

12.2. The exclusive place of jurisdiction for legal disputes arising from the business relationship shall be the Contractor's registered office, Cologne.

12.3. The remaining parts of the contract shall remain binding even if individual provisions are legally invalid. The invalid provisions, if any, shall be replaced by the statutory provisions. Insofar as this would represent an unreasonable hardship for one of the contracting parties, the contract shall, nevertheless, become ineffective as a whole.

12.4. The Contractor shall offer the Customer future amendments to these GTC and the special terms and conditions no later than one month before the proposed date of their coming into effect. The Customer shall be deemed to have given its consent if no rejection is notified before the proposed date of entry into force of the amendments.