General Terms and Conditions

General Terms and Conditions of the RYZE Group

Status: 16/07/2024

§ 1 Scope of application and general information

The following General Terms and Conditions (hereinafter "GTC") apply to all services and deliveries between companies of the RYZE Group (hereinafter "RYZE") and their customers, in the version valid at the time the respective contract is concluded. The RYZE Group currently includes RYZE Digital Holding GmbH and RYZE Digital GmbH. These GTC also apply to all future business relationships with the customer. Any terms and conditions of the customer that conflict with or deviate from these GTC are invalid. These GTC only apply to entrepreneurs (§ 14 BGB), i.e. to natural or legal persons or partnerships with legal capacity who act in the exercise of their commercial or independent professional activity when concluding a legal transaction.
If special terms and conditions of business or contract of RYZE are effectively included in the contract in addition to these GTC, the provisions of the special terms and conditions of business or contract of RYZE shall take precedence in the event of overlaps and contradictions.
If working days are specified as deadlines, this means all weekdays with the exception of Saturdays, Sundays and public holidays at the registered office of RYZE. Christmas Eve and New Year's Eve are treated as public holidays.
RYZE shall notify the customer in writing of any changes or additions to these GTC. They shall be deemed approved if the customer does not object to them in writing. RYZE shall draw the customer's attention to these consequences when making the announcement. The customer must send the objection to RYZE within six weeks of notification of the changes or additions.

§ 2 Offer, price and order placement

Offers from RYZE are subject to change and non-binding, unless the respective offer is expressly designated as binding for a certain period of time. The prices valid on the day the contract is concluded shall apply. The prices are in euros plus statutory value added tax. They do not include packaging, freight, postage, insurance and other shipping costs, unless these are expressly stated. Declarations of acceptance and orders must be confirmed by RYZE in writing or by telephone to be legally effective.
The content of the contract is determined exclusively by the order confirmation from RYZE in conjunction with these GTC. Changes or additions to the contract must be made in writing (e-mail is sufficient). RYZE's obligation to conclude contracts in electronic business transactions in accordance with § 312 i para. 1 sentence 1 no. 1 to 3 and sentence 2 BGB is excluded.
Post-contractual order changes or order extensions that cause additional work for RYZE will be charged separately by RYZE after prior notification and approval by the customer. This also applies in the event that the customer does not cooperate on time with a service that is incumbent on him within the framework of contract processing and RYZE has to provide services outside normal office hours in order to meet the customer's deadlines.
If RYZE's services or the acceptance by the customer are delayed due to circumstances for which RYZE is not responsible, the customer will be charged for all additional costs incurred as a result. In the case of orders with delivery to third parties, the customer shall be deemed to be the client, unless otherwise expressly agreed. Sketches, drafts, test typesetting, test prints, samples, proofs, changes to transmitted data and similar preparatory work initiated by the customer will be charged.

§ 3 Delivery, partial delivery, delivery time

Binding delivery dates must be expressly agreed. The same applies to delivery or performance deadlines. The delivery and correction deadlines stated in days refer to working days and are to be calculated from the date of receipt (of the order or manuscript - the later event is decisive) at RYZE. Unless otherwise stated in the order confirmation, delivery "ex works" is agreed.
Compliance with a delivery obligation presupposes the timely and proper fulfilment of the customer's obligations to cooperate, in particular the provision of any documents and materials to be procured by the customer and the receipt of an agreed down payment or advance payment. To the same extent that the customer is in default with his obligations to co-operate, any agreed deadlines and dates shall also be postponed - without prejudice to RYZE's rights arising from default.
A delivery deadline or delivery date shall be deemed to have been met if the delivery item has been made available for download, collection or dispatch, dispatched or collected before the expiry of the deadline or before the agreed delivery date. If RYZE is in default with services, RYZE must first be granted a reasonable grace period.
Operational disruptions - both in RYZE's operations and in those of a supplier - which are due in particular to strikes, lawful lockouts, war, riots, pandemics and all other cases of force majeure do not entitle the customer to terminate the contractual relationship. The delivery or performance period shall be extended, a delivery date shall be postponed, in this case in accordance with the duration of the disruption, whereby a reasonable start-up period must also be taken into account.
If dispatch by RYZE has been agreed, this shall always be at the expense and risk of the customer. In the case of a delivery, the risk shall pass to the customer as soon as the delivery items have been handed over to the person or institution carrying out the transport or have left RYZE's warehouse for dispatch. This also applies if the transport is exceptionally carried out at the expense of RYZE or by its means of transport. Loading by RYZE on collection by the customer is at the risk of the person collecting the goods. If dispatch or delivery is delayed at the request of the customer or for reasons for which the customer is responsible, the risk shall pass to the customer upon notification of readiness for dispatch. Any storage costs incurred after the transfer of risk shall be borne by the customer.
If the goods are to be dispatched, the risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon handover or, in the case of sale to destination, upon delivery of the goods to the forwarding agent, carrier or other person or organisation designated to carry out the delivery. If the customer is in default of acceptance, this shall be deemed equivalent to handover. Fixed dates must be expressly marked as such in the order and require the express consent of RYZE to be binding. Compliance with RYZE's delivery obligation presupposes the timely and proper fulfilment of the customer's obligations. The defence of non-performance of the contract remains reserved.

§ 4 Retention of title

RYZE retains ownership of the delivered item until it has been paid for in full. This also applies to all future deliveries, even if no explicit reference is always made. The customer is authorised to resell to third parties in the normal course of business. The customer assigns the claims from the resale to RYZE in advance in the amount of the agreed final amount including VAT. This assignment applies regardless of whether the item is resold without or after processing. The customer remains authorised to collect the claim even after assignment - in addition to RYZE. RYZE will not collect the claim as long as the customer fulfils his payment obligations, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed.
RYZE undertakes to release securities at the request of the customer if their value exceeds the claims to be secured by more than 10%. RYZE is responsible for selecting the securities to be released.

§ 5 Payment and default of payment

The payment obligations of the customer shall be governed by the payment dates and amounts agreed in the individual contract, which may be staggered. In the absence of such an agreement, RYZE's invoices are to be paid net immediately after receipt of the invoice without deduction.
Offsetting against RYZE's claim for remuneration is only permitted with undisputed or legally established claims.
RYZE can generally demand 40% of the order value when the order is placed and the rest when the goods or services are delivered. If there is an objective reason and there are no overriding interests of the customer to the contrary, RYZE may also demand advance payment of 100% of the order value. If the fulfilment of a payment claim is at risk due to a significant deterioration in the customer's financial circumstances that has occurred or become known after conclusion of the contract, RYZE may demand advance payments, withhold goods not yet delivered and suspend further work. RYZE is also entitled to these rights if the customer is in arrears with the payment of deliveries that are based on the same legal relationship. RYZE is entitled to resell and assign claims from deliveries and services to third parties for financing purposes.

§ 6 Cancellation and termination

If it is contractually stipulated that RYZE must provide a permanent service, the first period of use begins on the date the service is first made available. It extends over a period of at least twelve (12) months and ends at the end of the corresponding month.
The continuous service can be cancelled at the earliest at the end of the first usage period. Unless otherwise specified in the contract, the cancellation must be received by RYZE in writing by registered letter at least three months before the end of the usage period. If no notice of cancellation is given in due time, the contract shall be automatically extended for a further twelve (12) months.
The right of the parties to terminate the contract without notice for good cause remains unaffected in any case. RYZE may in particular terminate a contract without notice for good cause if the customer (in the case of a continuing obligation) is in default of payment of the remuneration or a not insignificant part of the remuneration for two (2) consecutive months or, in a period extending over more than two (2) months, in default of payment of the remuneration in an amount equal to the remuneration for two (2) months.
The customer's withdrawal from the contract or cancellation is excluded, subject to an individual contractual agreement and the mandatory statutory grounds for withdrawal. Should RYZE exceptionally agree to a request for withdrawal, the customer is obliged to pay a cancellation fee of 35% of all booked services calculated over six (6) months to RYZE in the event of a request for withdrawal up to four weeks before the planned start of the service. If the customer's cancellation request is made after this date, the customer is obliged to pay the full contractual remuneration for twelve (12) months. The customer reserves the right to prove higher saved expenses or lower services on the part of RYZE.

§ 7 Performance disruptions and obligation to give notice of defects

The statutory warranty claims apply with the proviso that the warranty is limited to defects that occur within one year of the start of the limitation period (liability period). The period for exercising rights in this respect (limitation period) remains unaffected.
The customer must carefully inspect the delivered goods as well as the preliminary and intermediate products sent for correction immediately upon arrival to ensure that they are complete and free of defects. Any obvious defects must be reported to RYZE immediately after acceptance of the delivery item, but at the latest within a period of 14 days from receipt of the goods. In the case of non-obvious defects, the obligation applies at the latest within 14 days of discovery of the defect. Otherwise, the goods shall also be deemed approved in view of the respective defect. Timely despatch shall suffice to meet the deadline. In addition, § 377 HGB also applies to work services.
The risk of any errors in relation to the content to be printed shall pass to the customer upon the customer's declaration of readiness for printing, unless the errors occurred or could only be recognised in the production process following the declaration of readiness for printing. The same applies to all other declarations of release by the customer for further production. The customer is solely liable if rights, in particular copyrights or trademark rights of third parties, are infringed by the execution of his order. The customer must indemnify RYZE from all claims of third parties due to such an infringement of rights and reimburse RYZE for the necessary costs of legal defence, unless RYZE is responsible for the infringement of rights.
If there is a defect for which RYZE is responsible, RYZE is obliged to provide subsequent fulfilment at its own discretion. Cancellation and compensation for damages instead of the entire service are excluded if the defect only insignificantly reduces the value or suitability of the service or work.
The customer must give RYZE the necessary time and opportunity to carry out all rectifications of defects and replacement deliveries that RYZE deems necessary at its reasonable discretion. Otherwise, RYZE is released from liability for material defects. Only in urgent cases to prevent disproportionately large damage, in which case RYZE must be informed immediately, or if RYZE is in default with the elimination of the defect, the customer has the right to remedy the defect himself or have it remedied by third parties and to demand reimbursement of the necessary costs from RYZE.
Deliveries (including transmitted data) by the customer or by a third party engaged by the customer are not subject to any obligation to inspect on the part of RYZE. This does not apply to data that is obviously unprocessable or unreadable. In this case, RYZE will inform the customer. When transmitting data, the customer must use state-of-the-art protection programmes for computer viruses before transmission. Data backup is the sole responsibility of the customer. RYZE is entitled to make a copy.
The above paragraphs conclusively regulate the warranty for RYZE's services and exclude other warranty claims of any kind. In particular, there are no further claims against RYZE and its vicarious agents for compensation for damage that has not occurred to the delivery item itself.
Expressly excluded from the limitations or exclusions of warranty liability in the above provisions are claims for damages based on a defect resulting from injury to life, limb or health resulting from a breach of duty for which RYZE is responsible, as well as claims for damages for other damages resulting from an intentional or grossly negligent breach of duty by RYZE. For the claims excluded above, the full statutory liability period shall also apply. Limitations or exclusions of warranty claims as a whole do not apply in the event of the assumption of a quality guarantee by RYZE or the fraudulent concealment of a defect within the meaning of § 444 BGB. In addition, the provisions of §§ 445a and 445b on dealer recourse in the sale of newly manufactured goods to a consumer shall remain unaffected.

§8 Liability, compensation for damages

Claims for damages by the customer arising from breaches of duty within the meaning of § 280 BGB, from tort and from product liability exist in the event of slight negligence on the part of RYZE only in the event of a breach of essential obligations that jeopardise the purpose of the contract (i.e. obligations whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner may regularly rely) and are limited to typical and foreseeable damage and a maximum of twice the order value. Otherwise, RYZE's liability for slight negligence and strict liability is excluded. Liability under the Product Liability Act remains unaffected by this.
In the event of injury to life, limb or health and in the event of the assumption of a guarantee of quality or fraudulent concealment of a defect within the meaning of § 444 BGB, RYZE shall also be liable for a simple negligent breach of duty, whereby the statutory limitation periods shall apply.
Insofar as RYZE's liability is excluded or limited or exceptions to this are regulated above, this also applies to the personal liability of RYZE's employees, staff, legal representatives and vicarious agents.

§ 9 Confidentiality, data protection

RYZE is responsible for ensuring that all persons entrusted by RYZE with the execution of a contract are aware of and comply with the relevant data protection regulations. RYZE undertakes to keep confidential all information obtained in the context of the contract and its execution, in particular plans, technical drawings and illustrations, project and time schedules, cost and profitability calculations, etc. (hereinafter: "Documents"). (hereinafter referred to as "documents"), insofar as these have been individually produced for the customer or have been made available by the customer, must be kept secret.

§ 10 Use of software

If software is included in the scope of delivery, the customer shall be granted a non-exclusive right to use the software supplied, including its documentation. The customer is only authorised to reproduce the software to the extent that this is necessary for use in accordance with the contract. In the case of software supplied on a data carrier, the customer is entitled to make a single copy of the supplied programmes for backup purposes.
The backup copies made may only be used for archiving purposes. The customer's authorisation to reproduce the programme code or to modify the software under the conditions of § 69 d UrhG remains unaffected. Further copies of the software are not permitted. All other rights to the software and documentation, including copies, remain with RYZE or the software supplier. The granting of sub-licences is not permitted. Markings on the software, in particular copyright notices, trademarks, serial numbers or similar, may not be removed, changed or made unrecognisable. Adaptations and/or changes to the software made at the customer's request shall be remunerated separately, unless they are necessary for maintenance or to ensure use in accordance with the contract. Simultaneous multiple use of the programmes, in particular within a network, is not permitted unless RYZE expressly agrees to this. RYZE may make its consent dependent on the payment of additional remuneration. RYZE shall only owe consulting services in connection with the provision of software if this is expressly and separately agreed between the parties. Upon termination of the contractual relationship, the customer must return the programmes to RYZE on the original data carriers, including their documentation. Copies made must be completely and permanently deleted.

§ 11 Rights to the services of RYZE

If RYZE produces copyrighted works for the customer, the customer shall only be granted the rights of use to the works after full payment of the agreed remuneration. Unless otherwise agreed in writing, the customer is granted a simple, non-exclusive and non-transferable right of use for use in the agreed type of use. Restrictions apply to services purchased by RYZE for the customer, be it words, images, music or artistic performance. These will be announced to the customer by RYZE in individual cases. The customer undertakes to observe these restrictions.
The customer agrees that RYZE may use the services and other works and works as well as the customer's name for self-promotion in all types of media.

§ 12 Obligations of the customer to co-operate

The customer is obliged to provide information, documents, texts, photos and other own contributions, the performance or provision of which is necessary for the fulfilment of RYZE's services, in a timely manner and with the granting of all appropriate rights of use. If the customer lacks the corresponding right of use, he shall indemnify RYZE against all claims for compensation by third parties.

§ 13 Place of fulfilment, place of jurisdiction, effectiveness

In business transactions with merchants and legal entities under public law, Frankfurt am Main is agreed as the place of jurisdiction for all legal disputes concerning these GTC and contracts concluded under their validity. Any exclusive place of jurisdiction shall remain unaffected by the above provision.
The law of the Federal Republic of Germany applies to all legal transactions or other legal relationships with RYZE. The UN Convention on Contracts for the International Sale of Goods (CISG) and any other intergovernmental agreements, even after their adoption into German law, shall not apply.
If individual provisions of these GTC are not legally effective in whole or in part or lose their legal validity later, this shall not affect the validity of the GTC otherwise. The invalid provisions shall be replaced by the statutory provisions. The same applies if the GTC contain an unforeseen loophole.