General terms and conditions

1. General

1.1 These General Terms and Conditions (hereinafter “GTC”) apply to all contracts concluded between Ayonto UG (haftungsbeschränkt) (hereinafter “Ayonto”) and the customer.

1.2 Ayonto provides its customers in particular with services in the areas of conception, design, creation and development of websites, web applications, software and mobile applications (apps), including their maintenance and support, web hosting and domain registration, IT services and server operation, as well as print design. In addition, Ayonto brokers and coordinates services in the field of video and photography via external partners. The specific scope of services is the subject of individual agreements between Ayonto and the customer.

1.3 These GTC do not apply to the use of the software-as-a-service products operated by Ayonto itself (e.g. LeasePilot, BKFmanager, NOXA, Dialon, Tactio, Rocket Space, Ayonto HQ). Their use is governed exclusively by the respective product-specific terms of use. If the customer commissions Ayonto with an individual development or customization service tailored to its needs, these GTC apply to this service, even if the service is based on a product of Ayonto.

1.4 Ayonto concludes contracts exclusively with entrepreneurs (Unternehmer) within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. Ayonto does not conclude contracts with consumers or private individuals.

1.5 Ayonto is entitled to award the required services in its own name and for its own account to subcontractors, who in turn may also use subcontractors. Ayonto remains the customer’s sole contractual partner. Subcontractors are not used if it is apparent to Ayonto that their use is contrary to the legitimate interests of the customer.

1.6 The contracting parties each undertake to appoint a contact person who accompanies the respective order and is authorized to make legally binding declarations of intent.

1.7 Ayonto does not recognize any general terms and conditions used by the customer that deviate from or supplement these terms and conditions – subject to express consent in text form. This also applies if Ayonto performs the service without reservation in the knowledge of deviating terms of the customer.

2. Customer’s obligations to cooperate

2.1 If the customer provides Ayonto with texts, images, data or other content, it must ensure that this content does not infringe the rights of third parties (e.g. copyrights, trademark rights, personality rights or data protection rights) or other legal provisions. Please note that Ayonto is not legally permitted to provide legal advice to the customer. In particular, Ayonto is neither obliged nor legally able to check the customer’s business model and/or the works created or acquired by the customer itself (layouts, graphics, texts etc.) for their compatibility with applicable law. In particular, Ayonto does not carry out trademark searches or other checks for conflicts with intellectual property rights with regard to the works provided by the customer. Insofar as the customer issues certain instructions regarding the work to be produced, the customer itself is liable for them.

2.2 The customer is obliged to provide the information, data, works (e.g. data for the legal notice, graphics etc.) and access credentials required for the purpose of fulfilling the order completely and correctly. It must also ensure that the instructions it issues are in accordance with applicable law.

2.3 Subject to deviating individual agreements, the customer is itself responsible for procuring the material for the design of the service (e.g. graphics, videos, texts) and provides it to Ayonto in good time. If the customer does not provide this material and does not make any further specifications, Ayonto may, at its own discretion and in compliance with the attribution requirements of copyright law, use material from common providers (e.g. stock photo services) or fill the corresponding parts with a placeholder.

2.4 If the conclusion of a data processing agreement pursuant to Art. 28 GDPR is required for individual parts of the order, both contracting parties undertake to conclude such an agreement before the relevant services begin.

2.5 Ayonto is not responsible to the customer for delays in the implementation of projects caused by late or incomplete (necessary) cooperation or contributions by the customer. In this case, agreed deadlines are postponed by a reasonable period.

2.6 If the customer does not fulfill its obligations under this clause, Ayonto may invoice the customer separately for the resulting additional expenses (e.g. costs for stock photos and the time spent searching for them).

3. Creation of websites, software and apps

3.1 The subject matter of creation contracts is the development of new or the extension of existing websites, web applications, software and mobile applications (e.g. integration of new interfaces, programming of new applications) in compliance with the technical and/or design specifications of the customer. Creation contracts concluded between the parties are contracts for work (Werkverträge) within the meaning of Sections 631 et seq. BGB. Unless deviating individual agreements have been made, implementation is carried out on the basis of agile methods.

3.2 The services agreed in detail result from the contract individually concluded between Ayonto and the customer. For this purpose, the customer first sends Ayonto an inquiry with as precise a description as possible of the desired content and functions (design content such as images, layouts, logos and the like must be specified and provided by the customer). This inquiry constitutes an invitation to Ayonto to submit an offer. Ayonto will check the customer’s ideas described in the inquiry to the best of its knowledge and belief for completeness, suitability, clarity, feasibility and freedom from contradictions and will prepare an offer on the basis of the customer’s inquiry. A contract is only concluded when the customer accepts the offer.

3.3 Unless otherwise agreed, the websites and applications created are optimized for the two most recent versions of the common web browsers. Optimization for mobile devices and the establishment of digital accessibility in accordance with the requirements of the German Accessibility Strengthening Act (Barrierefreiheitsstärkungsgesetz, BFSG) are only owed if this has been expressly agreed. If the customer commissions the establishment of accessibility, Ayonto provides this service as part of the work; responsibility for ongoing compliance with legal requirements after acceptance and for the legal assessment of the accessibility obligation of the customer’s own offering remains with the customer.

3.4 Measures for search engine optimization (SEO), search engine advertising (SEA) and optimization for generative or AI-supported search systems (GEO) are only owed if they have been expressly agreed. If they are commissioned, Ayonto owes the implementation of measures which, in its own professional assessment, can have a positive influence on visibility; these are services within the meaning of Sections 611 et seq. BGB. A specific result (e.g. a specific ranking in search results, visibility in AI systems or specific traffic or sales figures) is only owed if this has been expressly assured. In the case of paid advertisements, Ayonto is entitled to reimbursement of expenses in addition to the remuneration. The legal review and approval of booked keywords, in particular with regard to third-party trademark rights, is the responsibility of the customer before the campaign is carried out.

3.5 The review or procurement of rights, the procurement of tools (e.g. statistics) or certificates (e.g. SSL/TLS) and the provision of development, user or other documentation are only to be provided by Ayonto insofar as this has been expressly agreed in the individual contract.

3.6 During implementation, the customer may introduce change requests insofar as these are covered by the originally agreed scope of services. Such adjustments become part of the original contract if both contracting parties agree in text form (e.g. by email). Otherwise, Ayonto is only obliged to produce the functions and items listed in the contract or to provide the agreed service. Services going beyond this must be agreed and remunerated separately.

3.7 Ayonto’s offer usually contains a “sample page” or an “online design proposal”, the format and content of which are selected by Ayonto at its own discretion; there is no entitlement to specific design elements or functions. If an agreement on this basis is not possible, no contract is concluded; in this case, the potential customer has no claim to the surrender of the “sample page”, the “online design proposal” or the associated source code, copies or the like. Copies remaining with the customer must be deleted or handed over to Ayonto.

3.8 As soon as the work has been completed, Ayonto will request the customer to accept it. For web projects, the project site is only transferred to the customer’s web space after acceptance has taken place.

3.9 A prerequisite for Ayonto’s work is that the customer provides all data required for the implementation of the project (texts, templates, graphics etc.) completely and in a suitable form before the start of the order. If the customer does not fulfill this obligation, Ayonto may invoice the resulting time expenditure separately.

3.10 After completion and acceptance of the work and/or individual parts thereof, the customer receives from Ayonto – if available and agreed in the individual contract – all graphics, source code, any documentation and/or manuals of (third-party) modules used and, where applicable, development documentation.

3.11 If the customer does not use hosting or operating services from Ayonto for the service, but from third-party providers, Ayonto assumes no responsibility for the respective servers and their configuration, the data lines and/or the availability of the service.

4. Maintenance and support

4.1 After completion of a work and/or individual parts thereof, Ayonto may offer the customer maintenance and support services. Ayonto may also offer the maintenance of third-party services. Ayonto is not obliged to make such an offer, nor does the customer have to make use of further service offers from Ayonto. Corresponding agreements are exclusively the subject of individual arrangements.

4.2 The content of the maintenance contracts is the elimination of malfunctions and the occasion-related updating for common web browsers in their respective current version. Further details, such as regular maintenance or response times, can be agreed in the individual contract.

4.3 A prerequisite for maintenance is that the content to be maintained is compatible with Ayonto’s systems. Compatibility may be impaired in particular by outdated components or by unauthorized changes made by the customer. If compatibility is not ensured, the customer must establish it independently (e.g. through corresponding updates) or commission Ayonto separately to establish compatibility.

4.4 Ayonto is not liable for malfunctions and incompatibilities caused by unauthorized changes made by the customer or based on other errors that are not within Ayonto’s area of responsibility; the provisions under clause 17 (liability/indemnification) remain unaffected.

4.5 Subject to deviating agreements, maintenance only includes technical updates, but not content updates. In particular, Ayonto does not owe the updating of the legal notice or the privacy policy.

5. Web hosting and domain registration

5.1 Ayonto also offers the customer hosting and domain registration services – in particular as an additional option within the scope of the provision of services. The specific scope of services (domain registration, storage space, certificates etc.) is the subject of individual agreements. Ayonto is entitled to use third-party services in connection with the provision of hosting services.

5.2 Unless otherwise agreed, Ayonto assumes the administration and management of the data if commissioned as a hosting provider. As a rule, the customer does not receive access to the administration backend of the hosting system.

5.3 The availability of the servers used by Ayonto for the purpose of hosting is at least 99% on an annual average. This excludes times in which the servers cannot be reached due to events for which Ayonto is not responsible (force majeure, actions of third parties, necessary maintenance windows, technical problems etc.).

5.4 Unless otherwise agreed, the customer has no claim to the allocation of a fixed IP address. Changes for technical or legal reasons are possible at any time and remain reserved.

5.5 The customer is obliged not to pass on passwords and other access data provided by Ayonto to unauthorized third parties and to change them regularly. The customer itself is responsible for misuse by third parties insofar as it is responsible for such misuse.

5.6 Ayonto creates daily backups of the server and the customer projects, insofar as these are hosted by Ayonto. Nevertheless, the customer is obliged to make regular backup copies of its hosted data itself. If the customer is unable to do so, it must commission Ayonto or other technically qualified third parties with the backup. The customer itself is liable for data losses resulting from inadequate data backup; the provisions under clause 17 remain unaffected.

5.7 If the customer uses domain registration services from Ayonto, the following also applies: The contractual relationship required for the registration of the respective domain is concluded directly between the customer and the respective domain registry or registrar. In the relationship between the customer and the registry, Ayonto acts merely as an intermediary without having any influence of its own on the allocation of the domain. The customer bears full responsibility for ensuring that the domain it requests does not infringe the rights of third parties; a review of the domain is not owed. The respective terms and conditions of the individual registries additionally apply to the registration. In the event of an intended registration, Ayonto will inform the customer of any special features.

6. Website subscription

6.1 Ayonto also offers the creation and operation of websites within the framework of a subscription (“website subscription”). With the website subscription, Ayonto owes the creation of the website as well as its ongoing operation, hosting and – as agreed in the individual contract – ongoing maintenance in return for a recurring fee. The website subscription is a continuing obligation (Dauerschuldverhältnis); clause 14 (term of contract for continuing obligations) applies.

6.2 By its nature, the website subscription is a provision for use for a limited period and not a financing or installment payment of the work. By paying the ongoing fees, the customer acquires neither ownership nor permanent rights of use or exploitation of the website. The website, in particular the source code, the templates and the individual design and layout, remains the property of Ayonto. For the duration of the subscription, Ayonto grants the customer a non-exclusive, non-transferable right of use for the intended use of the website. Clause 15.1 does not apply to the website subscription.

6.3 Upon termination of the website subscription, the customer’s right of use ends. Ayonto will switch off the website after a transition period of 14 days from the end of the contract. Restoration or reactivation after the transition period has expired is only possible upon separate commission, against remuneration based on expenditure and without guarantee of the availability of the data.

6.4 The customer’s own content and data remain unaffected by the termination. This includes the content provided by the customer (e.g. texts, logos, images, videos) and the operating data generated during the ongoing operation of the website (e.g. customer, order and invoice data of a shop, user accounts, contact and form inquiries, editorially maintained content). Upon request, Ayonto will provide the customer with this content and data once within the transition period in a common, machine-readable format; no separate remuneration is charged for such a standard export. Ayonto may charge for further preparation, conversion into special formats or support with the migration to another service provider based on expenditure.

6.5 The source code, the templates and the individual design and layout of the website are not handed over. These are the subject of the buy-out option under clause 6.6.

6.6 The customer may buy out the website and thereby acquire ownership and a permanent, non-exclusive right of use to the website including the source code. The buy-out amount corresponds to 36 monthly installments of the agreed subscription fee less the number of full months of the term already paid, but at least 6 monthly installments. The buy-out requires that all fees due have been paid in full. Upon full payment of the buy-out amount, Ayonto transfers the website including the source code to the customer; the transfer of further rights as well as ongoing hosting and maintenance services are not the subject of the buy-out and require a separate agreement.

7. IT services and server operation

7.1 Ayonto offers the customer IT services, in particular the setup, administration, monitoring and operation of servers and IT infrastructure, technical support and related consulting and implementation services. The specific scope of services, response and service times and any service levels are agreed in the individual contract.

7.2 Insofar as Ayonto provides ongoing administration, monitoring or support services, these are services within the meaning of Sections 611 et seq. BGB. A specific result is only owed insofar as this has been expressly agreed. Insofar as Ayonto owes the creation of a defined result capable of acceptance (e.g. the one-time setup or migration of a system), the provisions of the law on contracts for work apply in this respect.

7.3 The customer provides Ayonto with the access, authorizations and information required for the provision of services in good time and in full. If Ayonto performs services on systems or infrastructure of third parties (e.g. data centers, cloud providers), Ayonto assumes no responsibility for their availability, their configuration outside the commissioned scope or for data lines.

7.4 The customer remains responsible for proper data backup unless expressly agreed otherwise. Clause 5.6 applies accordingly.

7.5 If Ayonto obtains access to personal data of the customer within the scope of the IT services, the parties conclude a data processing agreement pursuant to Art. 28 GDPR before the services begin.

8. Print

8.1 The subject matter of design contracts in the print sector is the development of the customer’s design specifications for print products (e.g. banners, post graphics, posters, flyers, vehicle or shop window lettering, textiles or logo designs). Design contracts concluded between the parties are contracts for work within the meaning of Sections 631 et seq. BGB. A different scope of services can be agreed in the individual contract.

8.2 The services agreed in detail result from the individually concluded contract. For this purpose, the customer first sends Ayonto an inquiry with as precise a description as possible of the desired design services. This inquiry constitutes an invitation to submit an offer. Ayonto will check the ideas described to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and freedom from contradictions and will prepare an offer. A contract is only concluded when the customer accepts the offer.

8.3 After conclusion of the contract, the customer’s requirements are discussed and specified in a further briefing if necessary. Customer requests can be introduced insofar as they are covered by the originally agreed scope of services. If necessary, a rebriefing is possible before the subject matter of the service is produced. Adjustments become part of the original contract if both contracting parties agree in text form. Otherwise, Ayonto is only obliged to produce the items listed in the contract. Services going beyond this must be agreed and remunerated separately.

8.4 As soon as the agreed subject matter of the service has been completed, Ayonto will request the customer to accept the work.

8.5 Unless otherwise agreed, the customer is entitled to two rounds of corrections. Complaints regarding the artistic design are generally excluded. If the customer wishes further changes beyond this, it shall bear the additional costs.

8.6 A prerequisite for Ayonto’s work is that the customer provides all data required for the implementation (texts, templates, graphics etc.) completely and in a suitable form before the start of the order. Ayonto is not responsible for delays caused by late (necessary) cooperation or contributions by the customer. If the customer does not fulfill this obligation, Ayonto may invoice the resulting time expenditure separately.

8.7 Unless otherwise agreed in the contract and unless otherwise to be expected from the purpose of the contract, when creating print products Ayonto only owes, in addition to the contractually agreed subject matter of the service, the handover of a print file (e.g. PDF, JPG or PNG). The customer has no claim to the surrender of an editable file (e.g. Word files or open layout files).

9. Video and photography

9.1 Ayonto does not provide video and photography services itself, but, at the customer’s request, brokers and coordinates the provision of such services by external partners (e.g. photographers, videographers, production studios). In this respect, the subject matter of the contract with Ayonto is the brokerage and – if agreed – the organizational coordination of the service.

9.2 If a direct contractual relationship is established between the customer and the external partner, Ayonto is not a party to this contractual relationship and is not liable for the provision, freedom from defects or artistic design of the video and photography service. In this case, claims arising from defective performance or non-performance must be asserted directly against the external partner. Ayonto only owes the careful selection of the partner.

9.3 If the customer expressly commissions Ayonto to purchase the video or photography service in its own name and to pass it on to the customer as an overall service, the provisions under clause 17 (liability/indemnification) apply to the relationship with the customer; in this case, Ayonto is entitled to use the services of the external partner as a subcontractor within the meaning of clause 1.5.

9.4 If the customer provides persons for the creation of videos or photographs (e.g. employees or professional models), the customer is solely responsible for ensuring that the persons concerned have consented to the use of the recordings. In particular, the customer is responsible for concluding suitable model release agreements and for obtaining consents that comply with data protection law.

9.5 Rights of use and exploitation of the video and photographic works created are governed by the agreement between the customer and the external partner. Ayonto cannot grant the customer any further rights than those granted to Ayonto itself by the external partner.

10. Data protection, GDPR and compliance checks

10.1 Insofar as Ayonto processes personal data on behalf of the customer within the scope of the provision of services, the parties conclude a data processing agreement pursuant to Art. 28 GDPR before the relevant services begin. The customer remains the controller within the meaning of the GDPR.

10.2 Upon separate commission, Ayonto carries out reviews relating to the GDPR, the TDDDG and the BFSG (“compliance checks”). Ayonto provides these services to the best of its knowledge and belief; the relevant point in time for the assessment is the time of the commission. Ayonto does not offer legal advice.

10.3 A compliance check relates exclusively to a “first-sight check”, in which the technical and functional features of the site or application are reviewed. Only pages accessible from the outside without access restrictions are checked. Pages behind paywalls, account or content management platforms that are not directly accessible are not checked. There is no review of the customer’s content, presentations and/or business model; this applies in particular to the technologies used by the customer for processing personal data. Customer, user and content management lies exclusively within the customer’s area of responsibility.

10.4 The GDPR check relates to the implementation of requirements of the GDPR, in particular Art. 25(1) (privacy by design) and (2) (privacy by default), as well as to requirements of the German Telecommunications Digital Services Data Protection Act (TDDDG), for example regarding the use of cookies and similar technologies. Ayonto points out that there may also be contradictory views regarding the interpretation of data protection principles and that data protection must be viewed dynamically; no warranty can be given with regard to future developments.

10.5 The BFSG check relates to the technical and functional review with regard to the requirements of digital accessibility. A legally binding assessment of whether and to what extent the customer is subject to the obligations of the German Accessibility Strengthening Act is not the subject of the service.

10.6 If, at the customer’s request, Ayonto uses functions based on artificial intelligence or integrates such functions, Ayonto points out that the legal assessment of the use of such systems – in particular with regard to Regulation (EU) 2024/1689 (AI Act) – is not the subject of Ayonto’s service and remains with the customer. Ayonto does not owe any legal advice on AI compliance.

10.7 For a more extensive analysis of business processes associated with the use of a website or application and for a legally binding assessment, Ayonto recommends consulting a data protection officer or a lawyer.

11. Prices and remuneration

11.1 The remuneration is based on the individual contractual agreement between the parties. As a rule, services are invoiced on a project basis at an agreed fixed price. Insofar as invoicing based on expenditure is agreed in individual cases, this is done on an hourly basis per half hour or part thereof and is invoiced at the end of the month in which the expenditure was incurred.

11.2 In the case of a contract for work (e.g. creation of a website, software or app), Ayonto is entitled to demand installment payments within the meaning of Section 632a BGB. Deviating individual agreements remain unaffected.

11.3 All prices are subject to the applicable statutory value added tax. Unless otherwise agreed, invoices are due for payment without deduction within 14 days of the invoice date. No cash discount is granted. Otherwise, the statutory provisions apply.

11.4 In the case of continuing obligations, Ayonto is entitled to adjust the agreed ongoing fee no earlier than twelve months after the start of the contract and thereafter no more than once per calendar year. The adjustment is made in accordance with the change in the producer price index for services published by the Federal Statistical Office of Germany (Statistisches Bundesamt) since the last fee determination. If the index falls, Ayonto is obliged to reduce the fee accordingly; if it rises, Ayonto is entitled to increase it. Any adjustment going beyond this, in particular in order to generate additional profit, is excluded. Ayonto notifies the customer of the adjustment and its calculation in text form; the adjusted fees apply from the first day of the second month following the notification. If an increase exceeds 5 percent of the previous fee, the customer may terminate the continuing obligation in text form within four weeks of receipt of the notification with effect from the date on which the increase takes effect; Ayonto will point this out in the notification. Further-reaching or deviating fee adjustments require a separate agreement between the parties.

12. Acceptance

12.1 Insofar as a work performance has been agreed, Ayonto may require acceptance to take place in written form or via an online form; written acceptance or acceptance via the online form is only owed if Ayonto requests the customer to do so. The acceptance provisions of the German Civil Code otherwise remain unaffected.

12.2 The acceptance period within the meaning of Section 640(2) sentence 1 BGB is set at two weeks from notification of the completion of the work, unless a longer acceptance period is required in an individual case due to special circumstances, in which case Ayonto will notify the customer of it separately. If the customer does not respond within this period or does not refuse acceptance on account of a defect, the work is deemed to have been accepted.

13. Warranty for defects

13.1 An insignificant defect does not give rise to any claims for defects. The choice of the type of subsequent performance lies with Ayonto.

13.2 The limitation period for the customer’s claims for defects that do not depend on fault – namely subsequent performance, price reduction and withdrawal – is one (1) year from the statutory start of the limitation period. This does not apply to the creation of software and individual applications or to other work services relating to a building; in this respect, the statutory limitation periods remain applicable.

13.3 The shortening of the limitation period under clause 13.2 does not apply to the customer’s claims for damages and reimbursement of expenses. For these claims – regardless of the legal grounds – exclusively the statutory limitation periods and the liability provisions under clause 17 apply. Claims under a guarantee, claims due to fraudulently concealed defects and the statutory recourse claims under Sections 445a, 445b and 478 BGB likewise remain unaffected.

13.4 The limitation period does not start again if a replacement delivery or rectification is made within the scope of liability for defects. Otherwise, the statutory warranty for defects remains unaffected.

14. Term of contract for continuing obligations

14.1 Continuing obligations (e.g. maintenance, hosting, IT service or website subscription contracts) have an initial term of twelve (12), twenty-four (24) or thirty-six (36) months. Which of these initial terms applies is agreed in the respective individual contract. The longer initial terms of 24 or 36 months serve to amortize the advance services and investments made by Ayonto at the beginning of the contractual relationship (e.g. the creation of a website within the framework of a website subscription) and are only agreed insofar as such advance services are actually provided. If no initial term is expressly agreed in the individual contract, an initial term of twelve (12) months applies.

14.2 If the contract is not terminated with a notice period of one (1) month to the end of the initial term, it is extended for an indefinite period. After expiry of the initial term, the contract can be terminated by either contracting party with a notice period of one (1) month.

14.3 The right to extraordinary termination for good cause remains unaffected.

14.4 Notices of termination must be given at least in text form.

15. Granting of rights, self-promotion and right to be named

15.1 Ayonto generally grants the customer – after full payment for the order – a non-exclusive right of use to the corresponding work results and/or the respective source code at the time of their creation, for using the service created for a specific project. If the customer wishes to use the work results and/or source code for a further project, a fee of 10 percent of the original remuneration for the creation is payable. Further rights can be agreed individually between the parties. This clause 15.1 does not apply to websites created within the framework of a website subscription (clause 6); for these, the provisions under clause 6 apply exclusively.

15.2 Unless otherwise agreed, the customer expressly grants Ayonto permission to present the project publicly in an appropriate manner for the purpose of self-promotion (references/portfolio). In particular, Ayonto is entitled to advertise the business relationship with the customer and to refer to itself as the author on all advertising materials created and in all advertising measures, without the customer being entitled to remuneration for this. The customer may object to this use in text form for a legitimate reason.

15.3 Furthermore, Ayonto is entitled to place its own name with a link in an appropriate manner in the footer and in the legal notice of the website(s) created by Ayonto, without the customer being entitled to remuneration for this.

16. Confidentiality

16.1 Ayonto will treat all business matters of the customer that come to its knowledge as strictly confidential, in particular, but not exclusively, print documents, layouts, storyboards, figures, drawings, image and sound material, source code, interactive products and other copyright-protected materials of the customer or of companies affiliated with it. Ayonto undertakes to impose the obligation of confidentiality on all employees and/or third parties (e.g. suppliers, graphic designers, programmers, production partners) who have access to the aforementioned business matters.

16.2 The obligation of confidentiality applies for an unlimited period beyond the term of the contract. The customer likewise undertakes to treat all business matters of Ayonto that come to its knowledge as strictly confidential.

17. Liability and indemnification

17.1 Ayonto is liable without limitation for damages resulting from injury to life, body or health based on a negligent or intentional breach of duty by Ayonto, its legal representatives or vicarious agents, for damages based on intent or gross negligence, furthermore in the event of the assumption of a guarantee and within the scope of other mandatory statutory liability.

17.2 In the event of a slightly negligent breach of a material contractual obligation (“cardinal obligation”), Ayonto’s liability is limited in amount to the damage that was foreseeable and typical for the contract at the time the contract was concluded. Cardinal obligations are obligations whose fulfillment makes the proper performance of the contract possible in the first place and on whose compliance a party may regularly rely.

17.3 In the event of a slightly negligent breach of non-material contractual obligations, Ayonto’s liability is excluded.

17.4 The above liability provisions also apply with regard to Ayonto’s liability for its legal representatives and vicarious agents.

17.5 The customer indemnifies Ayonto upon first request against claims of third parties asserted against Ayonto, insofar as the claims are based on the customer having violated these GTC or applicable law, or on the content provided by the customer or the instructions issued by it infringing the rights of third parties, and insofar as the customer is responsible for this. This also includes the reasonable costs of the necessary legal defense. Ayonto will inform the customer of such a claim without undue delay and give it the opportunity to comment.

18. Final provisions

18.1 The contracts concluded between Ayonto and the customer are subject to the substantive law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

18.2 If the customer is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, Ayonto’s registered office is agreed as the place of jurisdiction for all disputes arising from the contractual relationship; exclusive statutory places of jurisdiction remain unaffected.

18.3 Amendments and supplements to the contract and to these GTC must be made at least in text form. This also applies to the waiver of this text form requirement.

18.4 Ayonto is entitled to amend these GTC insofar as the amendment becomes necessary due to changes in the law or in the case law of the highest courts, complies with an order of an authority or a court or is purely editorial in nature and, in all cases, does not shift the balance between performance and consideration to the detriment of the customer. Such amendments will be communicated to the customer in text form no later than six weeks before they take effect. If the customer does not object in text form within six weeks of receipt of the notification, its consent is deemed to have been given; Ayonto will point this out separately in the notification. If the customer objects, the contract will be continued on the previous terms; in this case, both parties have the right to ordinary termination in accordance with clause 14.

18.5 Other amendments to these GTC, in particular those concerning the scope of the main contractual obligations or the balance between performance and consideration, require the express consent of the customer in text form.

18.6 Should individual provisions of these GTC be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions. The relevant statutory provisions shall apply in place of the invalid or unenforceable provision.