General Terms and Conditions

The following contractual terms and conditions of Oliro GmbH apply exclusively to entrepreneurs, legal entities under public law and special funds under public law. Any deviating terms and conditions of the client shall only be valid if they have been expressly confirmed in writing by Oliro GmbH.

1. conclusion of contract and content of service

Offers from Oliro GmbH are always subject to change and non-binding. Brochures, circulars, newsletters and other product descriptions are not offers to conclude a contract.

1. The client receives a booking order signed by both parties from Oliro GmbH. The contract between the client and Oliro GmbH is concluded upon receipt of this booking order signed by both parties by the client.
2. The scope of the contractual service is determined by the content of the signed
3. Oliro GmbH reserves its exclusive property rights and copyrights to all cost estimates, concepts, offers and other documents prepared by it. All of the aforementioned documents are intended exclusively for the respective client and may not be passed on to third parties without the prior consent of Oliro GmbH. At the request of Oliro GmbH, these documents must be returned to Oliro GmbH immediately.

2. prices and terms of payment

1. All prices are subject to the applicable statutory value added tax.
2. Unless otherwise agreed in individual cases, Oliro GmbH shall invoice the client for the remuneration incurred on a monthly basis.
3. Unless otherwise agreed in individual cases, all invoices of Oliro GmbH shall be due for payment without deduction within 14 days of receipt. Payments shall be made free of costs and charges for Oliro GmbH. Oliro GmbH shall not accept bills of exchange as means of payment.
4. The client shall only be entitled to set-off if its claims have been legally established or are not disputed by Oliro GmbH.

3. cooperation and indemnification obligations of the client

1. The client is obliged to provide all necessary cooperation, in particular to deliver all content and materials (texts, images, logos, etc.) to be included in the respective advertisement in a form and quality suitable for implementation by Oliro GmbH in good time and to provide all other information, data and documents required for Oliro GmbH’s performance in good time and to submit declarations on requested approvals of services without delay.
2. In order to ensure meaningful logging and evaluation of activities and business transactions by Oliro GmbH, the client should limit references to telephone order opportunities to the bare minimum.
3. The client is solely responsible for materials and content provided by the client. Furthermore, the client undertakes vis-à-vis Oliro GmbH not to violate any statutory provisions and prohibitions, morality, third-party rights (such as in particular copyrights, name, trademark and brand rights, personal rights or data protection rights etc.) or to realize any facts relevant to criminal or regulatory offences (in particular content that endangers democratic rule of law, glorifies violence, is pornographic or harmful to minors) or to damage any data or data systems (in particular through viruses, Trojans or other programs) through the advertisements. Oliro GmbH expressly assumes no corresponding obligation to check. However, Oliro GmbH shall be entitled to discontinue the further provision of its services if it becomes aware of any infringement of the law or rights by the advertisements.
4. Should third parties assert claims against Oliro GmbH due to possible legal violations, the client undertakes to indemnify Oliro GmbH against any liability and to reimburse Oliro GmbH for any expenses and damages incurred as a result, including the costs of legal defense.
5. The client must check the lists of remunerated contacts provided by Oliro GmbH without delay and return the check result to Oliro GmbH without delay.

4. performance deadlines and obstacles / warranty

1. All services of Oliro GmbH shall only be provided within the scope of the existing operational, organizational and technical possibilities. However, Oliro GmbH undertakes to keep its facilities serving the provision of services functional and to adapt them to technical progress and general market conditions.
2. Compliance with agreed performance deadlines requires the timely receipt of all documents to be supplied by the client, necessary approvals and releases, in particular of data and materials (texts, images, logos, etc.) and, in the case of the use of data services, the availability and error-free functioning of the equipment required for data reception by the client. If these prerequisites are not fulfilled in good time, any agreed performance deadlines shall be extended accordingly; this shall not apply if Oliro GmbH is responsible for the delay.
3. Interruptions or delays in performance due to force majeure or due to other events that make Oliro GmbH’s performance temporarily or permanently impossible or unreasonably difficult, without Oliro GmbH being at fault, and which could not have been avoided with the diligence of a prudent businessman, shall interrupt Oliro GmbH’s obligation to perform for the duration of their duration and to the extent of their effect. This shall also apply if Oliro GmbH is already in default of delivery. Events in the aforementioned sense include strikes and lockouts, catastrophes, technical failures at other operators of telecommunications systems, transmission paths or networks, power failures, fire, natural disasters, acts of violence by third parties, the misuse, in particular excessive use, of Oliro GmbH’s services, the occurrence of computer viruses and official interventions. Insofar as Oliro GmbH uses third parties to provide its own services, Oliro GmbH’s obligation to perform shall be subject to the proviso that the contractually obligated third party performs correctly and on time; if this is not the case, Oliro GmbH shall inform the client immediately.
4. If events within the meaning of paragraph 3 above lead to temporary impossibility or to a temporary significant impairment of the services to be provided on the basis of fixed-term contracts, Oliro GmbH may, by unilateral declaration to the client, suspend the contract for the period from the occurrence of the event until the end of the impossibility or significant impairment, if this is economically reasonable for the client. In this case, the term of the fixed-term contract shall be extended by the duration of its suspension. Oliro GmbH and the client shall be released from their mutual performance obligations for the period of suspension.
6. If one of the contracting parties cannot reasonably be expected to continue to adhere to the contract for the duration of the impediment to performance, this contracting party shall be entitled to terminate the contract for cause.
7. Oliro GmbH does not guarantee that certain minimum sales will be achieved through the services of Oliro GmbH.

5. liability

1. Oliro GmbH shall be liable for any negligent or intentional breach of main contractual obligations (cardinal obligations), in particular obligations whose breach would jeopardize the purpose of the contract, would undermine essential rights of the client or essential obligations of Oliro GmbH and obligations that make proper performance of the contract possible in the first place.
2. Otherwise, Oliro GmbH shall only be liable for intentional or grossly negligent conduct on the part of Oliro GmbH, its legal representatives or vicarious agents. This also applies to all cases of impossibility, default, positive breach of contract, tortious claims and culpa in contrahendo.
3. Oliro GmbH’s liability for damages shall be limited to the foreseeable damage typical for the contract, unless Oliro GmbH is liable due to grossly negligent or intentional breach of cardinal obligations (see Section 1) or due to intentional or grossly negligent behavior of Oliro GmbH, its legal representatives or vicarious agents.
4. The above limitations of liability shall not apply if Oliro GmbH is liable under the Product Liability Act or other manufacturer’s liability. Furthermore, they shall not apply in the case of liability based on a guarantee assumed by Oliro GmbH or a procurement risk of Oliro GmbH, as well as in the case of liability for injury to life, body or health. Furthermore, the above limitations of liability shall not apply insofar as Oliro GmbH enjoys cover under a liability insurance policy.
5. Texts, templates, image material, files that the client provides to Oliro GmbH in the context of the provision of its services shall not be checked by Oliro GmbH for their admissibility under licensing, trademark or competition law. In this respect, the responsibility for admissibility lies exclusively with the client. Oliro GmbH expressly assumes no liability in this respect.

6. confidentiality

1. The client shall treat as confidential any information that it receives from Oliro GmbH in the context of the business relationship and that is either marked as “confidential” or constitutes a business or trade secret of Oliro GmbH. The client shall only make this information available internally to those employees who need it to fulfill their obligations. In doing so, the client must ensure that these employees are subject to the same confidentiality regulations as the client is vis-à-vis Oliro GmbH.
2. At the request of Oliro GmbH, all information originating from Oliro GmbH – if available, including copies or backups made by the client – must be returned to Oliro GmbH immediately or demonstrably destroyed.
3. If there are any uncertainties regarding the classification of information as “confidential” or as a business or trade secret of Oliro GmbH, the client shall be obliged to clarify the classification with Oliro GmbH before using the information.

7 General provisions

1. Should a provision of these terms and conditions and the other agreements made be or become invalid, this shall not affect the validity of the terms and conditions. The client and Oliro GmbH shall be obliged to replace the invalid provision with a provision that is equivalent to it in terms of economic success.
2. The contractual relationship between Oliro GmbH and the client shall be governed exclusively by German law to the exclusion of the conflict of laws.
3. For all mutual claims arising from the contractual relationship between Oliro GmbH and the client, Nuremberg is agreed as the exclusive place of performance.
4. If the client is an entrepreneur, a legal entity under public law or a special fund under public law, it is agreed that the Nuremberg Regional Court shall have jurisdiction for all disputes arising from pecuniary claims between Oliro GmbH and the client, unless a different exclusive place of jurisdiction is established. However, Oliro GmbH shall also be free to sue the client at the client’s general place of jurisdiction.