AGB – MH Direkt

General terms and conditions of business

1. Subject Matter:
These general terms and conditions apply to all deliveries and services provided by MH|direkt e-commerce & fulfillment GmbH & Co KG (hereinafter MH|direkt). They govern the provision and execution of services in accordance with the scope of services offered in an offer and any supplements thereto.

2. Execution conditions, deadline, test phase, responsibilities

The offer and its supplements contain the description of the service as well as the planning and execution conditions, information on the programs to be used and other services.
The contracting parties may agree in the offer on a timetable for the provision of services and a planned date for the completion of the work.
The customer will accept the services immediately after the start of the project (completion date). A minor deviation from the agreed performance specifications does not entitle the customer to claim a defect. The customer expressly agrees that the project will be considered accepted no later than 30 days after the start of the project, unless the customer points out any defects.
MH|direkt undertakes to remedy any defect in the product within a reasonable period of time, whereby the customer expressly undertakes to notify MH|direkt of the defect in writing and in detail and to grant MH|direkt a reasonable period of time, but at least four weeks, to remedy the defect.
The responsibilities of the contracting parties are listed in the offer. When providing services, MH|direkt is dependent on the customer fulfilling the assumed responsibilities. If this does not happen, or if no responsible party is designated, resulting in delays or additional costs, MH|direkt may request changes to the schedule and prices.

3. Subcontracts

MH|direkt may subcontract work to independent subcontractors of its choice. MH|direkt is not obligated to inform the customer of this.
The conditions contained in these General Terms and Conditions for Work Services for MH|direkt personnel also apply to the subcontractor’s personnel to the same extent.

4. Staff:

The contracting parties shall each appoint a contact person (project manager) for mutual coordination and clarification of all questions that arise during the course of the service provision.
The contracting parties are responsible for the supervision, management and control of their respective employees during the provision of services.

5. a) Warranty

MH|direkt will remedy warranty defects reported by the customer in writing. The warranty period is six months from the date of completion. Complaints must be reported to MH|direkt within three days at the latest. Further claims, such as the claim for improvement described above, are excluded.

5. b) Consumer Price Index

The agreed prices are value-protected based on the Consumer Price Index (CPI), which is continuously published by Statistics Austria. The agreed prices can be adjusted once a year based on the last index number published in the previous year, effective at the beginning of the following calendar year. The starting point for further adjustments is then the index number underlying the most recent adjustment.
In the event of price increases due to services, third-party providers, or price-forming factors not recorded in the CPI, MH reserves the right to unilaterally make price adjustments.

5. c) Correction Clause
MH | direkt reserves the right to review the prices included in the offer depending on the project’s development (deviation >10%) and, if necessary, to unilaterally correct them. MH | direkt also reserves the right to unilaterally correct any errors in the pricing.

6. Confidential information, data protection

During the performance of the contract, the parties will, as a matter of principle, only exchange non-confidential information. The exchange of confidential information, which must be specifically designated as such, requires the conclusion of a separate agreement.
The contracting parties and their vicarious agents undertake to maintain confidentiality regarding technical, personnel, commercial, and other matters of the other contracting party, insofar as these are material to the other party and not generally known. This obligation of confidentiality does not apply to persons involved in the matter or who have a right to information.
MH|direkt employees who have access to this data are expressly obligated to maintain confidentiality in accordance with Section 20 of the Data Protection Act. MH|direkt will not use such data for any purpose other than the agreed purpose and will not disclose it without the client’s consent.
All customer and order data generated via the webshop remains the property of the customer and may not be used by MH directly or by third parties.
MH direkt is obligated to maintain the strictest confidentiality towards third parties. This also applies after the termination of the contractual relationship. This obligation of confidentiality applies to all circumstances learned within the scope of this contractual relationship, in particular information about superiors, employees, sources of supply, customers, and other contractual partners, about contract conclusions and terms and conditions, about economic, technical, operational, tax, and personal circumstances, about business documents and business plans of all kinds, as well as about internal company matters. This obligation of confidentiality also extends to automated, processed data and its transmission within the meaning of Section 20 of the German Data Protection Act (DSG).
MH direkt undertakes not to disclose to third parties any data from data processing operations or other sources that have been entrusted to it, made accessible, or even accidentally come to its attention, unless expressly instructed by the customer. The only exceptions to this are disclosure obligations prescribed by law or official order.
MH direkt will impose the above obligations on its employees. In the case of third-party relationships, MH direkt is obligated to impose its confidentiality obligation on cooperation partners.
Further information can be found in MH’s privacy policy: Data protection .

7. Third-party materials

The customer may – to the extent provided for in the scope of services – hand over third-party materials to MH|direkt or its subcontractors for modification or the creation of materials derived therefrom.
The Customer shall ensure that the terms of use for third-party materials do not conflict with processing within the scope of Section 7a.
The customer indemnifies MH|direkt and its subcontractors from any liability for third-party claims arising from an unauthorized transfer for processing in accordance with Section 11.1.

8. Liability

MH|direkt assumes no liability for any damages, except for proof of intent or gross negligence within the framework of statutory provisions. Liability for slight negligence, compensation for consequential damages (e.g., consequential damages caused by work results), financial losses, lost savings, lost profits, loss of interest, and damages resulting from third-party claims against the contractual partner are expressly excluded.
It is expressly stated that MH|direkt assumes no liability for, for example, illegal interference by third parties or the illegal transfer of data to third parties. Claims for damages and claims of any other kind are also excluded in the event that MH|direkt is unable to provide the promised services due to force majeure, such as fire, theft, or vandalism.

9. System security
With regard to system security, it is agreed that the customer is responsible for the security of his or her own system and that MH|direkt cannot be held liable for any damage caused by incorrect data transfer (possibly viruses, etc.).

10. Copyright and usage rights

All copyrights to the services provided (computer programs, software solutions, documentation, concepts, etc.) belong to MH direkt or its licensors. MH direkt grants the customer a non-exclusive, perpetual right to use the services and computer programs specified in the order confirmation in its business operations, in accordance with the specifications set forth therein and in accordance with applicable copyright law.
Use, in relation to computer programs, is any permanent or temporary reproduction (copying) of the programs and data in whole or in part by loading, displaying, running, transferring, or storing them for the purpose of their execution. Use also includes the execution of the aforementioned actions for the purpose of observing, examining, or testing the provided computer programs, as well as the creation of backup copies of the provided computer program and the data it contains, provided this is necessary for future use of the program, data, or the entire system. In principle, only a single backup copy may be created and stored, which must be clearly marked as such.
Furthermore, the customer or third parties are not permitted to directly exploit the copyrighted services of MH DIREKT through all known and unknown types of use under copyright law without the consent of MH DIREKT, in particular to reproduce, distribute, perform, make publicly available, reproduce, edit, or modify them. The customer is not entitled to transfer the non-exclusive rights of use granted to him to third parties or to grant corresponding rights of use to third parties.
The customer is entitled to combine the provided computer programs with other computer programs. Further modifications to the programs and error corrections are permitted only to the extent necessary for their intended use. Reverse translation (decompilation) of the program code into another representational form is prohibited.
Excluded from this is a partial translation for the purpose of establishing the interoperability of an independently created computer program with a licensed computer program or with other computer programs under the restrictions laid down in Section 40e of the Copyright Act.
The customer’s participation in the creation of the computer programs or concepts does not entitle the customer to acquire any rights, in particular co-authorship rights.
Violations of the above provisions will result in compensation.

11. Payment terms, late payment

All prices quoted in the offer are exclusive of VAT.
MH|direkt invoices the service monthly.
Third-party services are billed weekly.
Invoices are payable without deduction within 14 days of receipt.
In the event of late payment, MH|direkt is entitled to additionally charge all resulting expenses and costs, in particular for reminders, debt collection, and out-of-court legal fees. Interest on arrears is agreed at 15% per annum.
The contracting parties also agreed that in the event of default in payment, MH|direkt is entitled to suspend or withhold its corresponding services. Furthermore, MH|direkt is also entitled to retain goods, equipment, address files, or other assets of the customer that are in MH|direkt’s custody as a result of the business relationship as security. If no payment agreement is reached within 14 days of MH|direkt notifying the customer of this withholding, these assets may also be sold, and the proceeds from the sale may be credited to the outstanding invoice amounts under the above conditions.
In addition, MH|direkt is entitled to suspend contractual services until full payment has been made.
Payments based on alleged defects not acknowledged by MH|direkt are excluded. Payments are generally credited first to incurred expenses and costs, then to interest, and only finally to the outstanding principal.
If delays occur that are largely due to change requests or similar from the client (or due to changes in the client’s internal and external factors), the monthly payments will be invoiced no later than the second full month after the planned project start date. The planned project start date will be defined during the quotation process or will begin directly upon completion of the project setup by MH. Monthly payments include, among other things, the minimum monthly turnover, mailboxes, customer service fees, hosting, and other operating fees.
Upon termination of the business relationship, MH direkt reserves the right to only carry out relocation after full payment of all outstanding invoices (including the final invoice). If full payment is not received, the goods may be retained until receipt.

12. Framework conditions for address brokerage

MH|direkt acts only as an intermediary in the context of address rentals.
MH|direkt assumes no liability for the accuracy of the information provided by the owner/landlord and is not liable for any promises made.
MH|direkt assumes no liability for the deliverability of rented addresses.
Offers made by MH|direkt are subject to change and require the owner’s consent in all cases.
The rented and transferred addresses may only be further processed by companies authorized to do so under the Federal Data Protection Act. In any case, however, the addresses are subject to the relevant provisions of the Federal Data Protection Act.

13. Place of Performance and Jurisdiction
The place of performance is Lauterach. The competent court for any disputes arising in connection with legal transactions and legal relationships of any kind between MH|direkt and its customers is expressly agreed to be the competent court in Feldkirch. Austrian law applies.

14. Written form
Any subsidiary agreements, amendments or deviations must be made in writing and may only be deviated from in writing.