1.1 These terms and conditions of business are an integral part of all our offers and agreements concerning the supply of addresses, services or other transactions with our customers of compaly and also apply to future transactions with these customers. We are in no way bound to the General Terms and Conditions of Business of the customer even if they have not been expressly rejected by us. Contractual partner is compaly GmbH, Tullastraße 58, 76131 Karlsruhe, Germany.
2.1 Fixed dates shall only be acknowledged by us if they have been expressly confirmed by us as such in writing.
2.2 Should there occur any unforeseen events that are beyond our control, the delivery deadline shall be correspondingly extended. This shall apply in particular in the event of business disruptions due to industrial disputes, interrupted Internet access, breakdowns within supply companies and delays in delivering essential materials, insofar as these have been ordered by us in good time. The delivery deadline shall also be correspondingly extended if the order is changed retroactively at the instigation of the customer.
2.3 The time at which the order is executed shall be, if the data are sent electronically, the time of sending, provided we do not receive an error notification when we send.
3. Right of revocation
3.1. The customer may withdraw from the agreement in writing (e.g. by letter, fax, e-mail) within 14 days and without stating a reason, or – if the item has been received within the stipulated period – by returning the item. The revocation period shall begin at the earliest upon receipt of these terms of revocation, however not before the customer has received the goods (in the case of recurring deliveries of similar goods, not before receipt of the first partial delivery) and not before we have fulfilled our obligation to provide information in accordance with Art. 246, section 2 in connection with Section 1(1) and 2 of the EGBGB (Introductory Act to the German Civil Code) and our duties and obligations in accordance with Section 312g (1) of the BGB (German Civil Code) in connection with Article 246, Section 3 of the EGBGB. Timely submission of the notice of revocation shall be deemed sufficient compliance with the revocation period. The revocation is to be sent to: compaly GmbH, Tullastraße 58, 76131 Karlsruhe, Germany or firstname.lastname@example.org.
3.2 In the event of an effective revocation, all goods and services received by both parties shall be returned and, if applicable, any benefits received (e.g. interest) shall be reimbursed. If the customer is unable to return to us the received goods, services and benefits (e.g. benefits of use) in whole, or if he is only able to return them in part or in a deteriorated condition, the customer must compensate us for the loss in value. With regard to the deterioration of the item, the customer shall only be obligated to compensate for the loss in value if said deterioration is attributable to the item being handled in a way that exceeds the mere testing of its properties and mode of operation. "Testing the product characteristics and mode of operation" signifies the kind of testing and trying out of the respective goods that would be customary in a retail shop. All obligations to refund payments must be fulfilled within 30 days. For the customer this period begins once he has sent his notice of revocation or dispatched the item and, for us, upon receipt of the same. End of the terms of revocation.
4. Returns; telephone details
4.1 Despite constantly updating and revising our databases, we cannot guarantee - due to the turnover within the address groups - that all postal addresses in our address files are accurate at the time of delivery to the customer; we can also offer no guarantee that such addresses are complete for every industry and target group, or that all additional information is correct. The same applies to telephone details and e-mail addresses.
4.2 As we compile our addresses from publicly accessible registers and directories and from information volunteered in surveys, we cannot guarantee that the addressee is, or still is, the person he claimed to be – or that he was claimed to be by third parties – when the addresses were acquired or when the last update was made. For this reason, return shipments (returns) are unavoidable and do not constitute a defect in the delivered item. Such unavoidable returns shall not be remunerated.
4.3 Unless explicitly stated in our offers and order confirmations, we offer no assurance when providing telephone numbers, fax numbers and e-mail addresses that the addressee has agreed to be approached for advertising purposes via these channels.
5. Terms of payment
5.1 Insofar as we have not requested payment in advance or have not specified any other terms, our invoices are to be paid within 14 days of being issued.
5.2 The number of addresses stated in our offers and price lists are mere guidelines. The number of addresses actually selected and supplied for the respective order shall be decisive for both our service and our price calculation. The number of addresses specified in our offers may vary between confirmation of order and time of delivery due to constant additions and deletions. The number of addresses actually supplied shall be invoiced for. If we have stipulated a minimum order value in our offer, this shall constitute the lower price limit.
5.3 Offsetting customers’ counterclaims is only permissible in the event that these counterclaims have not been contested by us, or that they have been determined to be legally binding.
6. Customer’s rights in the event of deficiencies; liability
6.1 The customer must report in writing any deficiencies that can be detected upon reasonable inspection within 14 days after the order has been filled; hidden deficiencies must be reported in writing immediately upon discovery. In both cases, notification by e-mail shall suffice. If the customer fails to comply with either deadline and is accountable for this, he shall not be entitled to assert any claims against us for said deficiencies.
6.2 Should the customer plan to use the addresses at a later date, he is not thereby released from the obligation to carry out a reasonable inspection of our deliveries upon receipt; this shall apply in particular to the objection that electronically transmitted data files could not be opened.
6.3 If we receive notification of deficiencies within the stipulated period, we shall be obligated either to effect a replacement delivery or to repair the item (supplementary performance), at our own discretion. The customer must provide us with sufficient time and opportunity to do so. If supplementary performance fails, the customer may withdraw from the agreement. The right to reduce the price is expressly excluded.
6.4 Liability for consequential damages caused by defects is excluded, unless the damage was caused intentionally or due to gross negligence. We shall be liable for fatalities, injuries or impaired health in accordance with statutory regulations. In the event of slightly negligent breach of contractual duties, our liability shall be limited to direct, foreseeable losses typical for this type of agreement. The latter shall not apply where there has been a breach of essential contractual obligations.
6.5 Any claims for deficiencies in the delivery shall lapse twelve months after the delivery item has been handed over, unless the claim is asserted on the basis of an assumed warranty or can be attributed to gross negligence or intent on our part. Furthermore, this clause shall not apply in the event of fatalities, injury or impaired health. The provisions of the German Product Liability Act (ProdHaftG) shall remain unaffected.
6.6 In the event of defects concerning list broker addresses (addresses purchased from third parties), we hereby assign, in compliance with our possible obligation to pay compensation, our claims against the address broker to the customer. Furthermore, any liability for damages above and beyond the aforementioned provisions, in particular for expenses incurred by the customer or for loss of earnings, shall where legally permissible be excluded.
7. Liability for contents of advertisements
7.1 The customer shall be solely responsible for ensuring that the contents of his advertisements forwarded by us under the terms of the agreement, also per e-mail in our own and third-party newsletters, adhere to statutory regulations, respect public morals and infringe on no third-party rights.
7.2 Insofar as claims are made against us by third parties on the grounds of the contents and/or distribution of our customer’s advertisements, the customer shall exempt and hold us entirely harmless from any and all such claims upon first request.
8. Right of withdrawal
We shall be entitled to withdraw from the agreement for good cause with immediate effect and to withhold products and services not yet provided. Should we withdraw from the agreement, the customer shall reimburse any services already rendered. Good cause for withdrawal shall be deemed to exist in particular if
- our products and services are used for unlawful or immoral purposes, or there is a risk of addresses being misused
- our service is not used to advertise the agreed offer or our addresses are not processed at the agreed location
- there is reasonable doubt about the customer’s ability to pay and an advance payment requested by us is not made.
9. Using addresses; prohibition of repeated usage
9.1 Our address records are subject to data protection and copyright law according to Section 87b, et seq., of the German Copyright Act (UrhG). They may be used only to the extent agreed upon. In using the provided address details, the customer shall be personally responsible for complying with statutory regulations, in particular those pertaining to data protection and competition law.
9.2 Insofar as we made no other agreement with the customer upon placement of order, all address details provided by us may be used by the customer only for his own purposes. Unless otherwise stated in the offer and the order confirmation, the period of time in which the data may be used is one year with effect from the date of order. In the aforesaid period of time the data can be used discretionary often. This shall not apply for the acquisition of addresses from third parties, i.e. for addresses that are merely brokered by us (list broking). What concerns list broking addresses, the data may be used only once. Any further use of the data and the forwarding of such data to third parties, either with or without payment, shall constitute a misuse of data. Producing one of the control addresses, which are exclusively generated for every single address delivery and included in the delivery, shall suffice as proof of misuse. For each case of misuse, the customer shall pay us a contractual penalty of tenfold the net total of the address order from which the misused address originated.
9.3 If the customer is a list broker, he will be provided with the addresses for a one-time supply to an end-user. The list broker shall, moreover, impose upon its end-user an obligation to use the addresses in accordance with these provisions and ensure that these are complied with. The list broker shall be liable to us without limitation for all losses incurred by us as a result of the addresses being used by the end-user in a manner that runs contrary to the terms of the agreement. The list broker shall therefore be obligated upon request, particularly in case of a claim for damages, to state the name of the end-user that used the addresses and information.
9.4 The address details must be destroyed within ten days of expiry of the contractually agreed term of use. This shall not apply to the addresses of those persons who respond to the customer’s advertisements and place an order. Such addresses may still be used for the company's own business activities.
10. Data processing
10.1 We retain all ownership rights and copyrights to the programs and corresponding documentation provided by us. The customer shall not to copy any of these software programs, except to make a back-up copy, nor to read out such programs from data carriers; he shall also not duplicate these in any way whatsoever, nor make them accessible to third parties. This prohibition of use shall also apply to third-party programs included on any of our DVDs. For each case of culpable infringement, the customer shall pay a contractual penalty of tenfold the amount of the invoice. We reserve the right to assert claims for further damages if the statutory conditions are met.
10.2 If we act as broker for the owner of an address list, we shall be authorized to assimilate any returns from this address list into our own list of returns, and to use this as a purge list to prevent dispersion losses.
11. List broking
Regarding addresses acquired from third parties (list broking), we cannot guarantee that all addresses are correct. In cases concerning third-party addresses, we rely on the third parties to have procured the data in compliance with data protection requirements and to have been authorized to pass said data on to us for its designated purpose. We shall accept no responsibility whatsoever for damages arising from the unauthorized processing of data and, in particular, from the forwarding of incorrect data. We shall, however, remain liable for cases of intent and gross negligence. The customer shall personally be fully responsible for compliance with data protection regulations and shall, in particular, on request, inform those persons concerned on how the data is processed.
All information from the customer’s business domain that is neither generally accessible nor public shall be treated as confidential.
13. Use of "Google Analytics"
We use Google Analytics, a web analysis service provided by Google Inc. ("Google"). Google Analytics uses so-called cookies, or text files, that are stored on the customer’s computer and enable an analysis of how the customer uses the site. The information collected by the cookie on the use of this website by the customer (including the IP address) is transmitted to a Google server in the US and stored there. Google will use this information to evaluate how the website is used by the customer, to compile reports on site activities for the website operators and to provide further services connected with the use of the site and the Internet. Google will also forward this information to third parties if necessary, insofar as this is legally stipulated or insofar as third parties process this data on Google’s behalf. The customer can prevent cookies from being downloaded onto his computer by adjusting his browser accordingly; however, we must point out that in this case potentially not all the web site functions will be fully available to the customer. By using this website, the customer consents to Google processing his personal data recorded in the manner described above and for the purpose specified above.
14. Applicable law
The mutual legal relationships shall be subject exclusively to German law. If the customer’s place+ of business is outside Germany, the above shall apply, including the provisions of United Nations Convention on Contracts for the International Sale of Goods (CISG). This shall not apply for consumers if the consumer, in relation to the consumer protection laws applicable in his own country, would thereby be discriminated against or in any way restricted.
15. Place of fulfillment; place of jurisdiction; written form
15.1 Place of fulfillment for all obligations arising from this agreement shall be Karlsruhe. Place of jurisdiction for all legal disputes, depending on the value of the matter in dispute, shall be either the Local Court or the Regional Court of Karlsruhe, provided the law stipulates no exclusive place of jurisdiction. This shall apply exclusively for entrepreneurs within the meaning of Section 14 BGB (German Civil Code).
15.2 Any alterations or addenda to this agreement must be made in writing. This shall also apply to the agreement to dispense with the written form requirement.