Terms and conditions
General terms and conditions
§ 1 General
(1) The following provisions govern the use of services provided by CORAZÓN Communication Business GmbH & Co. KG, Frankfurter Str. 5, 65189 Wiesbaden, Germany (hereinafter referred to as “CORAZÓN”).
(2) The scope of CORAZÓN’s contractual services is defined by the respective contract, its annexes in their currently valid version and these General Terms and Conditions of Business.
(3) These General Terms and Conditions are exclusively addressed to entrepreneurs (§ 14 BGB) as well as legal entities under public law and special funds under public law, but not to consumers (§ 13 BGB).
(4) The current version of CORAZÓN’s General Terms and Conditions of Business shall be made available for inspection on CORAZÓN’s homepage at www.corazon.de.
(5) Within the scope of CORAZÓN’s services, the following GTCs shall apply exclusively. Deviating terms and conditions of the customer shall not apply even without express objection by CORAZÓN. Any terms and conditions of the customer that deviate from these GTC shall only apply between CORAZÓN and the customer if CORAZÓN has expressly agreed to them in writing.
(6) The customer will be notified in writing of any amendments to these General Terms and Conditions and such amendments will become part of the contract one month after notification, unless the customer objects to the amendments. If the customer objects to the changes, both parties have a special right of termination, which must be asserted within a period of 4 weeks after receipt of the objection.
§ 2 Services from CORAZÓN
(1) CORAZÓN shall provide the contractual services within the scope of the technical and operational possibilities available. The exact scope of services is defined in the respective contract, its annexes and, if applicable, in further written agreements between the contractual parties. The availability of the contractual services is 95% on an annual average, with the exception of necessary maintenance downtimes.
(2) The performance of the services by CORAZÓN is subject to the customer fulfilling his secondary obligations necessary for the CORAZÓN service.
(3) CORAZÓN provides the contractual services in cooperation with partner companies (hereinafter referred to as “CORAZÓN partners”). A prerequisite for the use of CORAZÓN’s services may be the confirmation and provision of the contractual services or partial services by CORAZÓN partners. CORAZÓN draws the customer’s attention to this fact.
(4) CORAZÓN is entitled to modify the technical equipment on which the services are based or to use alternative vicarious agents/CORAZÓN partners, provided that the modification does not cause the customer any additional burdens beyond what is reasonable.
(5) Temporary disruptions to CORAZÓN services may occur due to force majeure, labor disputes, official measures as well as technical changes to the facilities of CORAZÓN partners or network operators interconnected with them (e.g. to improve the network, changes to the locations of the facilities, connection of the facilities to the service network, etc.) or due to other measures required for the proper operation of CORAZÓN services. During this period, CORAZÓN is released from its obligation to provide the contractual services. CORAZÓN will immediately inform the customer about the impediment to performance or the impossibility of performance. The same applies as soon as the impediment to performance has been removed.
§ 3 Obligations of the customer
(1) The customer undertakes to comply with all relevant laws and regulatory requirements when using the services of CORAZÓN.
(2) The customer is responsible for all content provided for use in accordance with general laws. The customer shall ensure that the information and services offered are not encumbered with copyrights or other rights of third parties. The customer shall hold CORAZÓN harmless from all claims of third parties asserting such claims against CORAZÓN due to the violation of their rights by the customer’s unlawful conduct. CORAZÓN reserves the right to block the use of illegal and/or immoral content. CORAZÓN is not responsible for the contents provided by the customer.
(3) The customer assures not to offer any illegal and immoral contents and not to refer to offers with illegal and immoral contents.
(4) The customer is expressly informed that no advertising, goods or other services may be sent or otherwise transmitted to consumers or other third parties in violation of statutory provisions.
(5) The customer is expressly advised that for the purpose of guaranteeing a proper course of action, duties of conduct are to be followed, the non-observance of which can lead to disadvantages, in particular to termination and claims for damages. The customer’s duties of conduct are set out in our code of conduct.
(6) Within the scope of using the services of CORAZÓN, the customer:
a) to provide complete and truthful information when initiating the contract and other queries necessary to achieve the purpose of the contract,
b) in the event of a subsequent change to the queried data, to correct it immediately,
c) ensure that user names and passwords provided are not made accessible to third parties,
d) to prevent any use of CORAZÓN’s services by unauthorized third parties,
e) to name a contact person at CORAZÓN with telephone number and e-mail address for complaints;
f) CORAZÓN immediately at email@example.com if there is any misuse of services, passwords or access data or if there are indications of imminent misuse.
(7) The customer further undertakes
a) not to offer any illegal or immoral content and also not to refer to offers with this content. not to misuse the services of CORAZÓN and to refrain from illegal actions, in particular to ensure that the services of CORAZÓN are not used for the provision of content that violates the legal provisions regarding the protection of minors, personal rights and other property rights, in particular trademark, company and copyright rights of third parties.
b) that any contact/communication with users/consumers takes place only within the framework of the legal regulations, i.e. that, subject to the exception according to §7Abs 3 UWG, only those users/consumers may be contacted from whom he has received express, effective consent to be contacted (spam ban). CORAZÓN has the right to have declarations of consent to contact (opt-in) submitted by users/consumers on a random basis.
c) not to market, in whole or in part, the consumer data made known to him or her, either himself or through third parties, or to pass them on to affiliated companies or other third parties, unless he or she is expressly permitted to do so. (prohibition of address trading).
d) that each user/consumer always receives comprehensive information about the nature of the service – before using it. In particular, information offers may not be advertised in such a way that the consumer is given an impression which does not correspond to the content of the offer (prohibition of deception).
e) to ensure that the use of the service abroad does not violate local law.
f) not to make the services of CORAZÓN available to third parties without the prior written consent of CORAZÓN (exclusion of reselling).
g) in the event of damage for damage limitation and damage mitigation. The customer shall take all measures that are properly and reasonably necessary and suitable for averting or mitigating and limiting damage.
(8) In the event of culpable violation of one of the aforementioned obligations by the customer, a contractual penalty of up to 10% of the monthly order volume, but at least 5,001.00 EURO, shall be due. This penalty is fully verifiable by the competent court in terms of reason and amount. The payment of the contractual penalty does not release the customer from further compliance with his contractual obligations. The right to compensation for further damages is reserved.
§ 4 Power limitation/blocking
(1) CORAZÓN is entitled to discontinue or temporarily restrict its services if:
a) telecommunications networks, transmission paths, etc. have technical defects or a connection service is refused for reasons beyond the control of CORAZÓN,
b) technical modifications or repair measures are necessary,
c) CORAZÓN terminal equipment is at risk,
d) there is a threat to public safety,
e) the customer violates his obligations arising from this contract,
f) the customer in connection with his contractual performance, both within the scope of this contract and within the scope of his contracts with the users, violates criminal law or is urgently suspected of doing so,
g) other important reasons justify a discontinuation or temporary restriction
(2) In the event of a breach of duty pursuant to § 4 paragraphs 2 and 3, CORAZÓN is entitled to exclude the customer from using the services and/or terminate the contract without notice. The same shall apply if CORAZÓN is informed by third parties that the customer is providing or using data in violation of the obligations contained in § 4 paragraphs 2 and 3, unless the allegation of a violation of rights is obviously incorrect. CORAZÓN is entitled to block the service even without a breach of duty if and as long as there are indications of an existing or imminent misuse.
§ 5 Terms of payment / offsetting / retention
(1) The fees to be paid to CORAZÓN by the customer for the services covered by the contract are set out in the respective service contract.
(2) The customer shall receive a monthly statement of the respective sales, fees and any reversal debits and dunning/collection results. All contractual fees shall be invoiced together – unless otherwise agreed and technically and operationally possible.
(3) The customer shall receive the fees collected via the CORAZÓN services (distribution) less the agreed fees to the account specified in the service contract.
(4) Payment of the distribution is subject to the condition that CORAZÓN has finally and unconditionally received a payment from the CORAZÓN partner (connection/mobile phone) network operator / (service) provider and can therefore finally dispose of the fees.
(5) Payment of the distribution is made under the reservation that it will not be reclaimed from the CORAZÓN partners (connection/mobile radio/network operators / (service) providers – regardless of the legal grounds. Any reclaims / chargebacks of distributions already made will be recalled from the customer and/or offset against the next settlement.
(6) In the event of user complaints, CORAZÓN shall be entitled to charge the customer an appropriate handling fee per complaint for processing and administrative expenses.
(7) Offsetting against a claim of CORAZÓN or the assertion of a right of retention by the customer is only permissible if the counterclaim underlying the offsetting or retention is undisputed, legally established or recognized by CORAZÓN. Furthermore, the customer may only assert rights of retention and rights to refuse performance if its claims are based on the respective contractual relationship and are acknowledged or legally established.
(8) If the customer violates his contractual obligations, in particular in the event of (legal) misuse of the services, CORAZÓN is entitled to withhold due remuneration of the customer as security until the facts constituting the illegality/abuse have been finally clarified and remedied. The same applies in the event of justified suspicion of misuse or violation of the aforementioned obligations.
§ 6 Default
(1) The customer shall be in default of payment of fees unless he fails to pay within 30 days of receipt of an invoice or an equivalent request for payment after the due date.
(2) If the customer is in default with the payment of fees, CORAZÓN shall be entitled to withdraw from the contract after the fruitless expiry of a set period of 4 weeks and to claim damages instead of performance and, if applicable, compensation for damage caused by delay and/or collateral damage or to terminate the contract without notice and without setting a grace period for good cause. The right to claim damages is not excluded by the termination.
(3) If CORAZÓN or its vicarious agents are in default with the performance owed, the customer shall be entitled to terminate the contract if CORAZÓN does not perform the corresponding service within a period of 4 weeks set by the customer.
§ 7 Property rights, reference lists
(1) In the event that, in connection with CORAZÓN’s services, the customer provides or transmits content to which it holds copyrights or other rights, CORAZÓN shall be entitled to those acts of exploitation for the duration of the provision of services which correspond to the purpose of the individual services of CORAZÓN.
(2) CORAZÓN is entitled to include the customer’s company name and logo in reference lists and to publish them on the Internet or in print media for factual information. Both parties also have the right to publish press releases with a brief description of the cooperation or individual projects.
(3) The contents, documentation and documents provided by CORAZÓN are subject to copyright protection. The customer is therefore not permitted to copy, edit and/or distribute these contents beyond the use granted by CORAZÓN in individual cases.
§ 8 Data protection
(1) Within the scope of the service, CORAZÓN collects, processes and uses master data of the customer as well as usage-dependent billing data for the administration and billing of the service.
(2) CORAZÓN will collect, process and store the computerized data in accordance with the principles of proper data protection and data economy.
(3) CORAZÓN shall observe applicable data protection laws. Insofar as CORAZÓN uses third parties to provide or invoice the services offered, CORAZÓN is entitled to pass on the customer’s data within the scope of the applicable law, provided that the customer’s interests worthy of protection are not impaired and this is necessary for the performance of the tasks involved. CORAZÓN is entitled to transmit the customer’s inventory data to the credit inquiry agency responsible for the customer’s residence in order to check the customer’s creditworthiness and to obtain information for this purpose. Furthermore, CORAZÓN is entitled to provide credit agencies with the customer’s inventory data and information on concluded legal or other proceedings or settlements regarding the customer’s creditworthiness, provided that this is necessary to safeguard CORAZÓN’s legitimate interests and that the customer’s interests worthy of protection are not affected thereby. The customer may request the stored data relating to him from the credit agencies.
§ 9 Data processing and data transmission
(1) For the purpose of fulfilling the contract, personal data of users who register to use the customer’s services may be collected, processed, used and transmitted.
(2) The user data collected during registration includes user master data, contact data, billing and payment data.
(3) Personal user data is only collected, processed and used if the person concerned has given his consent or if this is necessary due to another legal regulation.
(4) When transmitting data to the customer, the data carriers used or data sent electronically or made available for download are protected against unauthorized access.
(5) The customer undertakes vis-à-vis CORAZÓN to comply with the following minimum requirements for data processing in particular when transmitting data.
a) The customer will process the personal data transmitted to him/her exclusively for the purposes for which the data were transmitted to him/her. Any further storage, processing or transmission of the data to third parties is only permitted if the customer is legally obliged to do so or if this is legally permitted.
b) The customer shall inform CORAZÓN immediately if irregularities are discovered in the course of processing the personal data transmitted, for example the loss of data, the unauthorized transmission, use or other processing of data contrary to the purpose of transmission.
c) The customer undertakes to permanently delete all transmitted personal data after fulfilment of the purpose of the contract, provided that no statutory retention periods conflict with this.
d) The customer undertakes – if necessary – to keep an up-to-date list of procedures.
e) When processing the personal data transmitted, the customer will only use personnel who are bound to data secrecy.
f) The customer undertakes to implement suitable technical and organisational measures to protect the personal data transmitted to him. The customer shall secure the data by means of the necessary technical and organizational protective measures and process data transmitted for different purposes separately. In particular, measures are to be taken which are appropriate depending on the type of personal data or data categories to be protected.
g) Furthermore, the customer is only entitled to engage such subcontractors who in turn commit themselves to minimum standards vis-à-vis the customer. In the event of a further transfer of functions, the Customer undertakes to carry out a legality check of the subcontractor. In the case of commissioned data processing by a subcontractor, the contractual agreements shall be designed in such a way that they comply with the statutory data protection provisions and regulations. The customer shall provide CORAZÓN with information on the subcontractors commissioned at any time upon request.
h) The customer shall support CORAZÓN in safeguarding the rights of the affected addressees to notification, information, correction, deletion or blocking of address data within the scope of its possibilities.
(6) The customer shall be liable to CORAZÓN for all damages incurred by CORAZÓN as a result of intentional or grossly negligent violation of these obligations.
(7) The customer shall be obliged to compensate CORAZÓN for any damages incurred as a result thereof and to do everything reasonable to clarify the facts of the case.
(8) In the event of a violation of the agreed use of the data, a contractual penalty of up to 10% of the monthly order volume, but at least 5,001.00 EURO, shall be payable. This is fully verifiable by the competent court in terms of reason and amount. The payment of the contractual penalty does not release the customer from further compliance with his contractual obligations. The right to compensation for further damages is reserved.
(1) The customer, as well as all employees and other persons who come into contact with business and operational knowledge and information as a result of their work, shall be informed of all information and data relating to them in the
In the context of the initiation of business or fulfilment of the contract, the company shall maintain secrecy towards third parties with regard to business and operational knowledge and information that has become known.
(2) All information which has not been expressly designated as non-confidential in writing shall be deemed confidential. Excepted from this is all information of which the recipient proves that it is already generally accessible or was already accessible at the time in question and this is not based on unauthorised disclosure by the employee.
(3) Unless necessary to achieve the purpose of the contract, information and knowledge which is confidential may not be recorded or passed on to third parties.
(4) The obligation of confidentiality shall remain in force indefinitely after termination of a contractual relationship.
(5) The contractual partners shall be entitled to disclose to the public the conclusion of a contract with CORAZÓN or the contractual partner after written consultation with the respective other contractual partner. This shall be done after written consultation with the respective other contractual partner.
§ 11 Liability
(1) CORAZÓN shall pay damages or compensation for futile expenses, regardless of the legal grounds, only to the following extent:
a) The liability in case of intent and under guarantee is unlimited.
b) In the event of gross negligence, CORAZÓN shall be liable to the extent of the typical damage foreseeable at the time of conclusion of the contract.
c) In the event of a negligent breach of such an essential obligation, the fulfillment of which is essential for the proper execution of the purpose of the contract and on the compliance with which the contractual partner may regularly rely (cardinal obligation), CORAZÓN shall only be liable to the amount of the damage typically foreseeable at the time of the conclusion of the contract.
d) If CORAZÓN is in default of performance, CORAZÓN shall also be liable without limitation for accidental damage due to such performance, unless the damage would have occurred even if performance had been made on time.
e) Otherwise, liability for simple negligence is excluded.
(2) CORAZÓN shall not be liable for the quality of the content/content of the services provided to the user.
(3) Insofar as CORAZÓN’s liability is excluded or limited under the above provisions, this shall also apply to the assertion of indirect damages, in particular loss of profit or loss of production.
(4) Insofar as the liability of CORAZÓN is excluded or limited, this shall also apply to the personal liability of CORAZÓN’s employees, representatives and vicarious agents.
(5) In case of injury to life, body and health and in case of claims under the Product Liability Act, the statutory provisions shall apply.
§ 12 Indemnity, compensation
(1) If claims are asserted against CORAZÓN in the external relationship by third parties, including governmental agencies, for injunctive relief or damages or in any other way due to a breach of contractual obligations on the part of the customer – in particular an unauthorized, abusive design and/or advertising of the services – the customer shall indemnify CORAZÓN in the internal relationship from any liability and any damage. The same applies to any violation of legal or regulatory requirements for which the customer or its vicarious agents are responsible.
(2) The customer shall reimburse CORAZÓN for contractual penalties or other penalty payments that CORAZÓN has to pay to a third party if such penalty payment is based on attributable conduct of the customer. In this respect, the customer shall also be responsible for the conduct of the third parties employed by him for the provision of services.
(3) The customer shall also support CORAZÓN in legal defense, which shall be conducted at CORAZÓN’s free discretion, and shall provide all information that CORAZÓN deems necessary for legal defense.
(4) In the event of justified inquiries regarding the services or their application, CORAZÓN may refer to the customer and transmit the customer’s contact data to the inquirer. Upon request, the customer shall provide CORAZÓN with all necessary information immediately. Statutory fines and penalties due to delayed notification shall be borne by the customer.
(5) The above provisions shall continue to apply even after the termination of the contract to the extent that claims are asserted by third parties based on services rendered during the term of the contract or are closely related thereto.
§ 13 Statute of limitations
(1) The limitation period shall be
a) for claims for payment of the remuneration, from withdrawal or reduction one year from the beginning of the statutory or contractually agreed limitation period, but not less than three months from the submission of the effective declaration of withdrawal or reduction;
b) one year in the case of other claims for material defects;
c) one year in the case of claims arising from defects of title, if the defect of title does not lie in an exclusive right of a third party, on the basis of which the third party can demand the surrender or destruction of the objects handed over to the customer;
d) in the case of other claims for damages or compensation for futile expenditure, one year, starting from the time at which the customer became aware of the circumstances giving rise to the claim or had to become aware of them without gross negligence The statute of limitations shall commence at the latest upon expiry of the maximum periods specified in § 199 BGB.
(2) In the case of compensation for damages and expenses arising from intent, gross negligence, warranty, fraudulent intent, in accordance with the provisions of the Product Liability Act or due to claims for compensation for physical injury, however, the statutory limitation periods shall always apply.
14 Term of contract and termination
(1) The duration of the contract depends on the individual contractual agreement.
(2) The right to extraordinary termination for good cause remains unaffected. Important reasons are in particular:
a) a serious breach or, despite a written reminder, repeated breach of contractual obligations assumed
b) the non-temporary inability of a party or its agents to fulfil its contractual obligations (including insolvency)
c) the operation of a liquidation of a contracting party, the initiation of insolvency proceedings against the assets of a party or the refusal to open such proceedings for lack of assets
d) the cessation of payments by a contracting party, over-indebtedness or the existence of other indications of deterioration in the financial circumstances of one of the contracting parties, so that the fulfilment of its contractual obligations is jeopardised to such an extent that it is unreasonable to expect it to continue with the contract.
e) the prohibition or warning of the business model concluded in this contract by public authorities or court decision prohibiting or preventing the continuation of the contract. A change in the legal and regulatory framework conditions which has a significant effect on the services offered, in particular if the contracting parties would not have concluded the contract or would have concluded it with a different content if the contracting parties had foreseen this change, shall also be considered an important reason.
f) damage to the reputation of one party to the contract by the other party to the contract due to its conduct in connection with this contract, in particular violation of laws and regulatory requirements, existing code of conduct, etc.
h) the existence of any other good cause, on the basis of which, taking into account the individual case and weighing up the interests of both contracting parties, the termination of this Agreement cannot reasonably be expected to continue until the agreed termination.
The right to claim damages is not excluded by the termination.
(3) Notices of termination must be given in writing or by fax.
(4) With the effective date of the termination, all existing system and statistics accesses of the customer will be blocked and any content still stored there will be deleted if necessary. The customer is therefore obliged to make copies of all stored data and to keep them available.
§ 15 Final provisions
(1) The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.
(2) The customer may transfer rights and obligations under this contract to third parties only with the prior consent of CORAZÓN.
(3) The partial or complete invalidity of individual contractual provisions, including individual provisions of these General Terms and Conditions of Business, shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provision, a provision shall be deemed agreed upon whose meaning and purpose comes closest to the invalid or unenforceable provision, in particular the economically intended purpose associated with it. The same applies to a contractual loophole.
(4) Subsidiary agreements and amendments to contractual provisions, including provisions of these General Terms and Conditions of Business, must be made in writing to be effective. This formal requirement can neither be revoked or invalidated orally nor tacitly.
(5) The place of jurisdiction for all disputes arising from and in connection with the contracts concluded on the basis of these General Terms and Conditions of Business is Wiesbaden in the case of contracts with merchants, legal entities under public law or special funds under public law.
Status: February 2020