Terms and Conditions

1. Scope
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 performance of services in accordance with the scope of services specified in a quote and any supplements thereto.

2. Implementation Conditions, Deadline, Testing Phase, Responsibilities

The proposal and its addenda contain a description of the service, as well as the terms and conditions for planning and execution, details regarding the software to be used, and other services.
The contracting parties may agree in the offer on a schedule for the provision of services and a target date for the completion of the work.
The customer shall accept the services immediately upon the project’s commencement (completion date). A minor deviation from the agreed-upon service specifications does not entitle the customer to file a complaint regarding a defect. The customer expressly agrees that the project shall be deemed accepted no later than 30 days after the start date, provided that the customer does not identify any defect.
MH|direkt undertakes to remedy any defects in the product that may arise within a reasonable period of time, provided that the customer expressly agrees to notify MH|direkt of the defect in writing in detail and to grant MH|direkt a reasonable period of time, but no less than 4 weeks, to remedy the defect.
The responsibilities of the contracting parties are listed in the proposal. In providing its services, MH|direkt relies on the customer to fulfill the responsibilities it has assumed. If the customer fails to do so, or if no responsible party is designated, and this results in delays or additional work, MH|direkt may demand changes to the schedule and prices.

3. Subcontracts

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

4. Personnel:

Each contracting party shall designate a contact person (project manager) to facilitate mutual coordination and resolve any issues that arise during the course of service provision.
During the provision of services, the contracting parties are responsible for supervising, directing, and monitoring their respective employees.

5. a) Warranty

MH|direkt will remedy any warranty defects reported by the customer in writing. The warranty period is 6 months from the date of completion. Complaints must be reported to MH|direkt within 3 days at the latest. Any further claims, such as the right to rectification described above, are excluded.

5. b) Consumer Price Index

The agreed-upon prices are indexed to the Consumer Price Index (CPI), which is continuously published by Statistics Austria. The agreed-upon prices may be adjusted once a year based on the most recent index figure published in the previous year, effective at the beginning of the following calendar year. The basis for any subsequent adjustment is then the index figure underlying the most recent adjustment.
In the event of price increases resulting from services, third-party providers, or price-determining factors not covered by the CPI, MH reserves the right to unilaterally adjust prices.

5. c) Price Adjustment Clause
MH | direkt reserves the right to review the prices included in the offer, depending on how the project develops ( >10% deviation), and to unilaterally adjust them if necessary. In addition, MH | direkt reserves the right to unilaterally correct any errors in the pricing.

6. Confidential Information, Data Protection

As a general rule, the contracting parties will exchange only non-confidential information during the performance of this Agreement. The exchange of confidential information, which must be specifically designated as such, requires the execution of a separate agreement.
The contracting parties and their agents undertake to maintain confidentiality regarding the other contracting party’s technical, personnel, commercial, and other matters, to the extent that such matters are material to the other party and not generally known (confidentiality). The obligation of confidentiality does not apply to persons who are 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 the confidentiality of this data in accordance with Section 20 (Data Confidentiality) of the Data Protection Act. MH|direkt will not use such data for any purposes other than those agreed upon and will not disclose it without the client’s consent.
All customer and order data generated through the online store remain the property of the client and may not be used by MH directly or by third parties.
MH direkt is obligated to maintain the strictest confidentiality toward third parties. This obligation remains in effect even after the contractual relationship has ended. This duty of confidentiality applies to all matters that become known in the course of this contractual relationship, in particular information regarding supervisors, employees, suppliers, customers, and other contractual partners; information regarding the conclusion of contracts and terms and conditions; information regarding economic, technical, operational, tax, and personal circumstances; business documents and business plans of all kinds; and internal operational matters. The duty of confidentiality also extends to computer-processed data and to the transmission thereof within the meaning of § 20 DSG.
MH direkt undertakes not to disclose to third parties any data resulting from data processing or from other sources that has been entrusted to it, made available to it, or even merely brought to its attention by chance, unless expressly instructed to do so by the customer. The only exceptions to this are obligations to disclose information required by law or by an official order.
MH direkt will extend the foregoing obligations to its employees. In the case of third parties, MH direkt is obligated to extend its confidentiality obligation to its cooperation partners.
For more information, please refer directly to MH’s Privacy Policy: Data protection.

7. Third-Party Materials

The customer may—to the extent provided for in the scope of services—provide third-party materials to MH|direkt or its subcontractors for modification or for the production of materials derived therefrom.
The customer shall ensure that the terms of use for third-party materials do not preclude their modification in accordance with Section 7a.
The customer shall indemnify MH|direkt and its subcontractors against any liability for claims by third parties arising from the unauthorized transfer of data for processing in accordance with Section 11.1.

8. Liability

MH|direkt assumes no liability whatsoever for any damages, except in cases of proven intent or gross negligence within the scope 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 arising from third-party claims against the contracting party is expressly excluded.
It is expressly noted that MH|direkt assumes no liability whatsoever, for example, in the event of unauthorized access by third parties or the unauthorized 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 solely responsible for the security of their own system, and MH|direkt cannot be held liable for any damages resulting from an incorrect data transfer (such as viruses, etc.).

10. Copyright and Usage Rights

All copyrights to the services provided (computer programs, software solutions, documentation, concepts, etc.) are held by 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 compliance with applicable copyright law.
With respect to computer programs, “use” means any permanent or temporary reproduction (copying), in whole or in part, by loading, displaying, running, transmitting, or storing the programs and data for the purpose of their execution. Use also includes performing 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 the future use of the program, the data, or the entire system. In principle, only a single backup copy may be made and retained, and it must be clearly labeled as such.
Furthermore, the customer or any third party is not permitted to exploit MH DIREKT’s copyright-protected works through any known or unknown forms of use under the Copyright Act without MH DIREKT’s consent, in particular to reproduce, distribute, perform, make them publicly available, reproduce them, edit them, or adapt them. The customer is not authorized to transfer the non-exclusive rights of use granted to them to third parties or to grant such rights of use to third parties.
The customer is entitled to combine the computer programs provided with other computer programs. Further modifications to the programs, as well as error corrections, are permitted only to the extent necessary for their intended use. Reverse engineering (decompilation) of the program code into another form of representation is prohibited.
An exception to this is a partial translation for the purpose of ensuring the interoperability of an independently created computer program with a licensed computer program or with other computer programs, subject to the restrictions set forth in § 40e of the German Copyright Act (UrhG).
The customer’s participation in the creation of computer programs or concepts does not confer any rights, in particular co-authorship rights.
Violations of the above provisions will result in liability for damages.

11. Terms of Payment, Late Payment

All prices listed in this offer are exclusive of applicable sales tax.
MH|direkt bills for the service on a monthly basis.
Services provided by third parties are billed weekly.
Invoices are payable in full within 14 days of receipt.
In the event of late payment, MH|direkt is entitled to charge additional fees and costs arising therefrom, in particular for reminders, debt collection, and out-of-court attorney’s fees. Interest on late payments is set at 15% per annum.
The parties have also agreed that, in the event of a delay in payment, MH|direkt is entitled to suspend or withhold its corresponding services. Furthermore, MH|direkt is also entitled to retain as security any goods, equipment, address lists, or other assets of the customer that are in MH|direkt’s custody as a result of the business relationship. If a payment agreement is not reached within 14 days of MH|direkt notifying the customer of this retention, these assets may also be sold, and the proceeds from the sale may be applied toward the outstanding invoice amounts under the terms set forth above.
In addition, MH|direkt is entitled to suspend services under contracts until full payment has been made.
Payments based on alleged defects that are not acknowledged by MH|direkt will not be accepted. Payments will generally be applied first to expenses and costs incurred, then to interest, and only finally to the outstanding principal.
If delays occur that are primarily attributable to change requests or similar requests from the client (or to changes in the client’s internal and external factors), the monthly payments will be invoiced no later than the end of the second full month following the planned project start date. The planned project start date is defined as part of the proposal or begins immediately upon MH’s completion of the project setup. Monthly payments include, among other things, the minimum monthly revenue, email accounts, customer service fees, hosting, and other operating fees.
MH direkt reserves the right, upon termination of the business relationship, to proceed with the transfer of goods only after full payment of all outstanding invoices (including the final invoice). If full payment is not made, the goods may be retained until such payment is received.

12. General Conditions for Address Mediation

MH|direkt acts solely as an intermediary in connection with address leasing.
MH|direkt does not guarantee the accuracy of the information provided by the owner or landlord and is not liable for any promises made.
MH|direkt assumes no liability for the deliverability of the rented addresses.
Offers made by MH|direkt are subject to change and require the owner’s approval in all cases.
The addresses that have been leased and transferred may only be processed by companies that are authorized to do so in accordance with 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 shall apply.

14. Written Form
Any ancillary agreements, amendments, or deviations must be in writing, and any waiver of this requirement must also be in writing.

Terms and Conditions

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