Knesebeckstraße 59 - 61
(hereinafter: contentbird Software or contentbird).
§ 1. subject matter of the contract
contentbird (hereinafter: contentbird software or contentbird or contentbird services) develops and distributes software solutions and services which help to make the implementation of search engine optimisation and the marketing activities of content marketing and project management in online marketing more efficient, professional and time-saving. The provision of the contentbird software and services by contentbird and the obligations of the user of this software (hereinafter referred to as the "Company" or "Customer") are regulated below (together hereinafter referred to as "the Parties").
§ 2 Conclusion of contract
2.1 - These GTC apply exclusively to legal entities or commercially active persons with unlimited legal capacity or freelancers or companies within the meaning of § 14 BGB.
2.2 - The company applies for the use of the contentbird software and/or services via an online or PDF order form and at the same time declares with this application that it is acting in the exercise of a commercial or independent professional activity. In addition, it recognises the contentbird general terms and conditions as well as the contentbird data protection regulations upon conclusion of the contract. contentbird asks for the following data during registration, in particular but not exclusively: IP address (automatically determined), company, first name, last name, country, street, house number, postcode, city, telephone number, e-mail address, website, bank account number, bank account holder and bank code, tax or VAT ID. The data requested during registration must all be provided truthfully. The registration form can not only be submitted online, but also by post or fax to the business address of contentbird. By agreeing to the GTC online or by confirming the written offer by e-mail or by sending the signed form by post or fax, a legally binding contract between the company and contentbird is concluded. If the data provided by the company during registration changes, the company is obliged to notify contentbird immediately.
§ 3. services and obligations of contentbird
3.1 - contentbird distinguishes between different software packages with different scopes of services, which contentbird provides to the company during the contract period.
3.2 - contentbird grants the customer access for the use of the contentbird software for the contract period after conclusion of the contract. The use of the contentbird software can be used via the cloud solution operated by contentbird at the address sent by e-mail or via the customer area.
3.3 - The functional scope of the software can change in the course of use.
3.5 - All server and system components of the contentbird service are operated in a network with redundant computers/servers. Company configured data is stored using state of the art technology to the best of our knowledge. contentbird generally performs scheduled maintenance for the entire contentbird services at regular intervals - preferably at night.
§ 4 Obligations of the company
4.1 The company may not misuse the contentbird software, in particular the company itself is responsible for contacting other persons via the e-mail functions.
4.2 The company shall refrain from all activities aimed at rendering the contentbird software inoperable, manipulating it or making its use more difficult.
4.3 The company is obliged to protect the contentbird access data (user name, account password and interface password) against unauthorised use by third parties and to keep it secret. It must notify contentbird immediately if it has reasonable suspicion of misuse.
4.4 The company is not permitted to modify, rent, sell, translate or pass on or transfer the contentbird software to third parties in any form.
4.5 The company itself is responsible for the way in which it uses the contentbird software.
4.6 The company is not permitted to allow several natural persons to work via the same login data. The company must also book additional accounts with contentbird for additional users.
§ 5. free test, contract period, contract end, upgrade, booking of further licences
5.1 Every customer has the option to test contentbird free of charge and without obligation. Once the freely defined test period has expired, contentbird can no longer be used free of charge. For use beyond the trial period, contentbird must be actively extended (for example by accepting the digital or PDF offer).
5.2 The term of the contract begins when the contract is concluded in accordance with § 5.1.
5.3 The initial contract term is - unless otherwise agreed in writing - at least 12 months. The contract can be terminated by either party by declaration in at least text form (§ 126 b BGB) and with a notice period of a) three (3) months from the annual contract period and b) 14 days in the case of a monthly contract period to the end of the contract period. If the contract is not terminated in due time at the end of a current contract period, the contract shall be automatically extended by a further contract period - unless otherwise agreed in writing - of 12 months each at the existing conditions.
The termination must be made in writing - in any form - by e-mail, fax or letter post. When the termination becomes effective, the agreement on the use of the contentbird software ends at the same time. The right to extraordinary termination for good cause remains unaffected. An important reason for extraordinary termination by contentbird exists in particular if the company repeatedly fails to fulfill an obligation according to § 4 despite a warning, or seriously and finally refuses to fulfill these obligations, or is in arrears with the payment of at least two consecutive monthly fees.
5.4 Customers with whom a longer free trial period has been agreed, this can be the case for example via a special promotion, can use contentbird free of charge according to this promotion.
5.5 If the company decides during the term of its contract to change to a higher-value contentbird service (upgrade), this service is available to it with immediate effect for all active licences. An upgrade always refers to an entire account with all the licences it contains. The higher-value service is then billed from the 1st of the following month in accordance with the agreed term, the contract term is not extended but remains in place, fees already paid are charged accordingly on the next invoice - unless a new contract is concluded.
5.6 The company can add further services such as licences, author logins or projects to the existing contentbird account at any time. The price per service, as well as the term, cancellation period and payment modalities are based on the conditions specified in the existing contract. The booking of additional services does not affect the existing contract and does not change the contract period - the new services run until the same time as the existing ones - unless a new contract is concluded. Services added during the contract period can only be cancelled again at the end of the contract period.
§ 6. ordering texts via the contentbird marketplace
6.1 contentbird offers customers who have accepted payment by credit card or direct debit and have no outstanding debts to contentbird the option of ordering texts directly in the interface of the software.
6.2 The client's order becomes binding with the click on "Send order with costs", the amount invoiced later (net) is stated with an estimated value based on the number of words before the order (from, to) and invoiced by contentbird after completion of the text based on the actual number of words and the price per word (based on the quality level according to the specifications in 6.4).
6.3 contentbird transmits the order to an author after the order (6.2) and cannot guarantee whether, when and how quickly the text will be processed.
6.4 When placing an order, the client shall, in addition to describing the concrete text request, also specify the title of the text, the language, the subject areas, the number of words (minimum and maximum number), the deadline and the desired quality level (2-5), and may also specify further keywords and their frequency (in total 'specifications').
6.5 The client's specifications may not infringe, impair or violate any third party rights (such as trademark, name, copyright or data protection rights), be defamatory or injurious to personality, illegal, sexual, erotic, pornographic, glorifying violence or offensive or may be deemed to be such, or have any other illegal content. In these cases contentbird reserves the right to reject the client's orders and, if necessary, to block the client from the contentbird service. Further rights of contentbird remain reserved.
6.6 A deadline requested within the framework of the specifications is non-binding for contentbird.
6.7 After delivery of a text to the client, the client accepts the text. However, Contentbird does not guarantee that the text is suitable for a particular purpose of the Client.
6.8 If the client fails to accept the text even though it complies with the specifications, the text shall be deemed to have been accepted three days after delivery of the text.
6.9 The text shall also be deemed to have been accepted as soon as it is used by the Client.
6.10 Until acceptance, the client can request rework of a text if the text does not meet the specifications. The client can select the reworking of the text via the option "Request reworking" in the interface of his contentbird account. In the event of an attempt to rectify the text, the client has a text field available in which he can detail his request for change. The details of the rectification must be given as precisely as possible by the customer. Contentbird will rectify such defects itself or have them rectified by authors within a reasonable period.
6.11 If the text still does not comply with the specifications after rectification has taken place or if contentbird does not carry out rectification in view of disproportionately high costs, the client can reject the text or reduce the remuneration appropriately.
6.12 A request for rejection can only be accepted if the lack of compliance with the specifications is sufficiently and comprehensibly justified to contentbird.
6.13 Upon acceptance and full payment of the text in question by the Client, contentbird grants the Client an exclusive right, unlimited in time and space, to use, store, reproduce, distribute, make publicly available, publicly perform, publicly present and publicly reproduce the accepted text. These rights are transferable and sub-licensable.
6.14 Insofar as the Client does not use the text and the Author in this respect asserts a right of recall in accordance with § 41 UrhG, contentbird is entitled to revoke the granting of the exclusive right of use. In any case, however, the client retains a simple right of use to the text concerned even in the event of a recall.
6.15 Before final acceptance and full payment of the texts by the client, the texts may not be used by the client.
6.16 The Client does not have the right to designate himself as the author or creator of the texts.
§ 7. prices, invoicing and payment conditions
7.1 For the use of the contentbird software, the company pays the agreed usage fee in advance in accordance with the contract term/selected advance payment in each case.
7.2 With the conclusion of the contract, the company revocably authorises contentbird - unless payment by invoice or PayPal has been agreed - to collect the payments to be made by it on the due date to the debit of the named bank account by means of direct debit. If the bank account does not have the required cover, the account-holding bank shall not be obliged to honour the payment. Partial redemptions shall not be made by direct debit.
7.3. contentbird can claim a flat fee for processing and bank charges of 20 EUR per return debit note. The company is entitled to prove that no damage has occurred or that the resulting claim for compensation is lower than the flat rate.
7.4. contentbird invoices are due immediately upon receipt. The company is obliged to pay the invoices at the latest - unless otherwise agreed in writing - 7 days after the due date.
7.5 In the event of default in payment, contentbird is entitled to charge interest on arrears at a rate of six percentage points above the applicable base rate of the ECB.
7.6. contentbird reserves the right to refuse access to the software if the company is in arrears with the payment of due fees.
§ 8 Warranty and liability
8.1. contentbird is liable for damages caused by it or its employees intentionally or through gross negligence - up to a maximum of the amount of the paid software fees for the last twelve months.
8.2. contentbird does not guarantee that the contentbird software is available, accessible and free of errors at all times. Due to technical circumstances over which contentbird has no influence, access and transmission delays or failures may occur.
8.3. contentbird excludes liability for slightly negligent breaches of duty, insofar as these do not concern essential contractual duties, life, health or body are affected or claims under the Product Liability Act are affected. The same applies to breaches of duty by vicarious agents. contentbird also excludes any liability for possible consequences should the company not use the contentbird software properly and to the best of its knowledge.
8.4 In the event of a slightly negligent breach of an essential contractual obligation, liability is limited to the total amount which the company has to pay for the use of the contentbird software during the term of the contract and to such damages which must typically be expected to occur within the scope of the contract.
Liability for damage atypical to the contract, consequential harm caused by a defect and loss of profit is excluded.
8.5 Insofar as contentbird provides technical information or acts in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by it, this is done free of charge and to the exclusion of any liability.
8.6. contentbird cannot be held responsible for the decline or stagnation of search engine positions and the associated effects on visitor numbers or sales after use of contentbird.
8.7. contentbird does not guarantee that the Internet site operated by contentbird is continuously available.
§ 9. final provisions
9.1 The place of jurisdiction for all possible disputes arising from the business relationship between contentbird and the company is Berlin.
9.2 The relations between contentbird and the company are exclusively subject to the law of the Federal Republic of Germany.
9.3 Amendments to these General Terms and Conditions and the prices shall be notified to the Company in writing (§ 126b BGB). The changes are deemed to be approved if the company does not object to them in writing. contentbird will make special reference to this consequence in the notification. The objection must be received within two weeks of receipt of the notification.
9.5 Declarations and notices concerning the contract are only valid if they are received in writing.
These are the General Terms and Conditions (GTC) for the use of the chargeable services of contentbird GmbH (hereinafter "contentbird") with its registered office in 10719 Berlin, Knesebeckstraße 59-61 represented by the managing directors Nicolai Kuban and Bastian Bickelhaupt, Commercial Register: HRB 136392 B - Charlottenburg Local Court.
The General Terms and Conditions are exclusively subject to the law of the country in which the company has its registered office. The UN Convention on Contracts for the International Sale of Goods shall not apply.
Version: 1.8 | created on: 30.03.2022