The following terms and conditions govern the rights and obligations associated with XOVI GmbH’s provision of the XOVI tool and the customers’ use of the tool
§ 1 General
The terms and conditions listed below (Terms) apply to all of the XOVI GmbH services rendered under the XOVI Tools “XOVI: Controlling SEO & Online Marketing Suite (SEO, Backlink, SEM, affiliate)”.
The services of the XOVI GmbH address exclusively to persons or companies who upon conclusion of the contract act in their commercial or independent professional activity (business users) and to legal entities of public law and public special fund and not to consumers. By accepting these Terms and Conditions the customer warrants, that he is a corresponding commercial user.
The XOVI tools support the analysis of the relevant marketing data such as the placement of your website on the Internet, taking into account the data of possible competitors.
The customer’s general terms and conditions do not apply to the aforesaid services of XOVI GmbH.
§ 2 Conclusion of Contract Term and Termination
The offer of the XOVI GmbH with respect to the XOVI Services is not binding until final confirmation by the XOVI GmbH.
The XOVI GmbH reserves the right to reject customer orders without giving any reasons.
The contract is concluded for an indefinite period and may be terminated anytime with notice of one month to the end of the following month.
In case of early termination of the contract – for whatever reason – the payment regarding already rendered but not yet invoiced services is due immediately. Monthly payments are latest due by the end of the regular contract period.
The right to terminate for cause shall remain unaffected.
§ 3 Services
The following specification of services is provided for the description of our performance and does not constitute any kind of warranty.
The XOVI tools provide the XOVI GmbH customers basically a browser-based software, which allows an analysis and / or management of online marketing activities. The database is updated regularly depending on the application.
For more information on the scope of services of XOVI tools can be found on the homepage www.XOVI.de.
Only the individual customer is entitled to use the XOVI tools. An assignment of the software to third parties or other rights of license use by the customer to third parties is prohibited and entitles the XOVI GmbH to extraordinary termination.
The XOVI GmbH shall ensure the provision of the service as agreed. The XOVI GmbH shall endeavor to provide the service permanently. The XOVI GmbH is not obligated to ensure the successful retrieval by the customer in individual cases. The XOVI GmbH guarantees an average availability of the services of 98%. The XOVI GmbH is entitled under the agreed availability to interrupt the services for the purpose of maintenance, as well as this is technically necessary and will inform the customer within an appropriate time of the interruption. Urgent measures (e.g. the occurrence or the probability of critical security problems or to ensure the system stability) may the XOVI GmbH immediately perform. The XOVI GmbH shall notify the customer as soon as possible about the business interruption. The XOVI GmbH will attempt whenever possible not to interrupt the services during maintenance as far as possible so that the evaluation results for the Customer after the completion of maintenance work is also available for the duration of maintenance period
The data generated by the service information provide an evaluation of the essential data with a state-of-the-art accuracy. These are the approximate values. Technically unavoidable, inevitable blurring (for example due to different Internet technologies and the count parameter evaluated with the service sources) do not constitute a defect, as well as differences and limitations that arise from the individual settings of the client.
The XOVI GmbH is not liable for the attainment of a certain economic success.
The XOVI GmbH has no direct business relationship with the operators of search engines so that XOVI GmbH has no influence on the creation of search results, the award of PageRank, or the inclusion of websites in the search index and the like.
§ 4 Remuneration
All prices for the contractual use of XOVI tools do not include VAT. The current prices are specified in the applicable pricing and payment information on the website www.XOVI.de.
The use of the tools XOVI is subject to a charge. The costs incurred will be charged monthly. The VAT is listed separately in the invoice.
If no direct debit is agreed, the payment of the invoice is due within 10 days after reception.
If the customer is more than 7 days late, then the XOVI GmbH reserves the right to deny access to and usage of XOVI tools after prior warning and a deadline of one week. Thus, the payment obligation of the customer is still valid.
The XOVI GmbH reserves the right to terminate the contractual relationship and exercise further claims in case of late payment.
§ 5 Rights and obligations
The data obtained from the use of XOVI tools are provided solely for the specific use of this software and may not be reproduced or given to third parties.
In case of a free trial period the customer is not permitted to use the data provided by the XOVI GmbH available or provide third parties in the form of reports. During the test phase, the user is granted insight only for the functional scope of XOVI tools (evaluation purpose).
The customers passwords must be kept confidential and shall not be revealed to third parties.
§ 6 Data Protection
The XOVI GmbH undertakes to maintain data confidentiality in accordance with the German Federal Data Protection Act.
The XOVI GmbH assures that personal data of customers is only collected, stored and processed if necessary and for contractual services permitted by law, in particular those of the German Federal Data Protection Act, or is ordered by the legislature.
The XOVI GmbH is prohibited to reveal this data to third parties without the written consent of the customer. The sole power of all the personal data thus remains with the customer who is thus determined solely on the collection, processing or use of customized files.
The customer of the XOVI GmbH may revoke at any time his consent regarding data protection declarations agreed upon during the use of the XOVI tools.
§ 7 Liability
The XOVI GmbH is liable irrespective of the following limitations under the statutory provisions for injury to life, body and health of the customer based on a negligent or intentional breach of duty by the XOVI GmbH, its legal representatives or agents, as well as damage of the liability under the German Product liability Act.
For damages that are not covered by the sentence above and that are based on intentional or grossly negligent behavior of legal representatives or agents XOVI GmbH, the XOVI GmbH is liable under the statutory provisions. In the case of gross negligence, the liability of XOVI GmbH is limited to foreseeable and typical contractual damages.
In case of breach of duty, the breach of which would jeopardize the purpose of the contract and whose fulfillment the customer can legitimately rely on (cardinal obligations) the XOVI GmbH is also liable for simple negligence. However, the XOVI GmbH is liable only for damages that are typically associated with the contract and predictable.
Damage claims, if they are not based on injury to life, body or health or due to gross negligence, shall expire 12 months from the due date of the claim.
The XOVI GmbH shall not be liable for technical or temporal restrictions on the use of tools, provided that they are based on technical difficulties.
§ 8 Final Provisions
Contracts are available in German and English. However for the interpretation of the terms and conditions of the contract as well as for the rights and obligations of the contractual parties only the German version of these standard terms and conditions shall be used.
Changes and ancillary agreements must be in writing and also confirmed by XOVI GmbH.
The XOVI GmbH retains the right to change these terms and conditions, prices and services. The XOVI GmbH announces such changes with a period of at least 4 weeks. The changes are effective as announced, if the customer does not contradict them textually to the announced date. If the customer contradicts within the prescribed period, the contract with the customer ends at the time the respective amendments enter into force.
The place of performance and payment is Cologne, Germany, unless otherwise provided in the contract. The law of the Federal Republic of Germany shall apply to this contract. The validity of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is hereby excluded.
The exclusive venue for all claims arising from and due to the contractual relations between the parties as well as all the parties disputes arising from the conditions of formation, handling or termination of the contract is at merchants, legal persons under public law or public special assets or recognized as being similar is Cologne, Federal Republic of Germany.
If any provision is or becomes invalid, or the provisions contain a loophole, the validity of the remaining provisions shall remain unaffected. Instead of the invalid provision a valid provision shall be agreed most closely matches the desired provision efficiently next.