1. Scope:

1.1 The General Terms and Conditions apply to the entire business relationship between the client (hereinafter: contractual partner) and Ornate Solutions GmbH (hereinafter: ornate) in the version valid at the time of the conclusion of the contract. 

1.2 The General Terms and Conditions shall also apply to all future transactions between the contracting parties in the business fields mentioned in section 2.1 of the GTC as agreed upon, even if ornate does not explicitly refer to them again. If these contractual terms and conditions are included in business areas other than those mentioned above, they shall apply to all future transactions of the same or similar nature. The above provisions shall apply in particular to new orders placed in writing, by fax, by telephone or by e-mail in the case of an existing business relationship, to requests for changes submitted or to the extension of existing contracts. 

1.3 Deviating, conflicting or supplementary general terms and conditions of the contracting party shall not become part of the contract, even if known to ornate, unless ornate has agreed to their validity in writing. This also applies if ornate provides services without reservation in knowledge of conflicting and/or deviating conditions of the contractual partner. 

 2. Subject matter of the contract:

2.1 Subject matter of the contract is the respective individual agreement between the contracting party and Ornate Solutions GmbH. This agreement is based on an individual offer of Ornate Solutions GmbH, which Ornate Solutions GmbH prepares for the contracting partner beforehand. The individual agreement together with the offer regulates in particular the scope of services to be provided by Ornate Solutions GmbH as well as prices and terms of payment, as far as these are not regulated in the General Terms and Conditions. The services offered by Ornate Solutions GmbH include in particular: 

• Online Marketing  
• Search engine marketing consultant 
• Search engine advertising 
• Search engine optimization 
• Social  media marketing 
• Affiliate marketing 
• Product Search Engine Marketing 
• Workshops 
• Consulting 
• Technology Services 
• Online Collaboration Marketing 
• Web development 
• Mobile application development 
• E-commerce solutions 
• Cloud computing 

2.2 Ornate Solutions GmbH grants the contracting party the possibility of a flexible adjustment, change and/or extension of the concluded contract referred to under 2.1. A request by the Contractual Partner to adjust, amend and/or extend the contract must be made in writing, by fax or by e-mail. If Ornate Solutions GmbH agrees with the contracting party’s request for adjustment, change or extension, this will be confirmed to the contracting party in writing, by fax or by e-mail. Only after receipt of the confirmation such a contract amendment becomes valid. Otherwise, the agreement originally concluded shall remain in force. 

3. Third-party service providers:

3.1 Ornate Solutions GmbH often engages the assistance of third parties (third-party service providers) to facilitate and enhance the efficiency of the services outlined in the respective contract. Relevant data of the contractual partner shall be shared with these parties as necessary or beneficial for the service’s execution. The contracting party hereby consents to Ornate Solutions GmbH transmitting such contract-relevant data to all third-party service providers. 

3.2 In the event that it becomes necessary to transfer contract-relevant data to a third-party service provider for contract execution, Ornate Solutions GmbH will promptly notify the contracting party in writing, by fax, or by email. If the Contractual Partner does not object in writing or by fax within 7 calendar days from the notification, consent to the transmission of relevant data to such third-party service provider shall be deemed granted. 

3.3 Ornate Solutions GmbH does not guarantee that the services provided by third-party service providers, especially network services, will always be available without interruption, error-free, and secure. 

4. Confidentiality obligation / data protection agreement:

4.1 All information, knowledge, and documents that Ornate Solutions GmbH has provided or will provide within the framework of the cooperation, whether expressly marked as confidential or not, shall be subject to a duty of confidentiality. This includes professional, technical, or commercial information, whether oral, written, stored on data carriers, or in electronic form. Such information may encompass proprietary know-how, software, inventions, drawings, specifications, formulas, and marketing strategies, among others. This information, collectively referred to as “Information,” is to be treated as confidential. 

4.2 The duty of confidentiality also extends to information concerning affiliated companies, cooperation partners, suppliers, customers, and commercial agents of Ornate Solutions GmbH. 

4.3 The obligation of confidentiality includes the results of the services agreed upon in the contract. The contracting party may not use data created by Ornate Solutions GmbH for other projects or share it with other entities without prior written consent. This obligation remains in effect beyond the end of the contract. 

4.4 The contracting parties agree to treat the information strictly confidential. They undertake to: 

(a) Exercise the same care in protecting the confidentiality of the information as they do with their own confidential information, 

(b) Use the information only within the scope of the contractual purpose and not disclose it to third parties, 

(c) Upon request, return any physical information received or delete stored information covered by this obligation, confirming the completeness of the return or deletion in writing, 

(d) Promptly notify each other in writing of any unauthorized use or suspected use of the information by third parties and assist in detecting and prosecuting such unauthorized use. 

4.5 The confidentiality obligation does not apply to information that was already publicly known, in the possession of the contracting party prior to transmission, or exempt from confidentiality by written agreement. 

4.6 When handling personal data during their activities, the contracting parties shall adhere to relevant data protection regulations. Personal data shall be processed or used exclusively within the framework of the contractual agreement and shall not be used or disclosed to third parties beyond this scope. 

5. Liability:

5.1 In cases of fraudulent concealment of defects, as well as culpable injury to life, body, or health, and for claims under the Product Liability Act, Ornate Solutions GmbH shall be liable to the contractual partner for compensation of the damage incurred. Ornate Solutions GmbH is also liable for damages resulting from the culpable violation of obligations by itself or one of its agents, the fulfillment of which is essential for the proper execution of the contract and on which the contractual partner regularly relies (cardinal obligations). 

5.2 Ornate Solutions GmbH is liable for other damages only in cases where the breach of duty is based on intent or gross negligence on its part or that of its agents, with ordinary agents only liable in cases of intent. Furthermore, Ornate Solutions GmbH is not liable for the conduct of its agents if Ornate Solutions GmbH uses the contracting party as an agent. 

5.3 Liability for damages is limited to foreseeable and typically occurring damage. In other cases, Ornate Solutions GmbH bears no liability. 

6. Control / release from liability:

6.1 All texts, search terms, titles, and URLs displayed in search engines or on the website of the contracting party must be released by Ornate Solutions GmbH and independently controlled by Ornate Solutions GmbH. 

6.2 Ornate Solutions GmbH is obligated to ensure that the released data or its content, as well as the websites linked by the search results, are not illegal or immoral in the respective target countries. In particular, Ornate Solutions GmbH must adhere to criminal law provisions, regulations on regulatory offenses, provisions on youth and consumer protection, as well as the Unfair Competition Act (UWG). Ornate Solutions GmbH must ensure that neither the search terms released by it nor its advertisement and/or the websites linked by this advertisement infringe the rights of third parties, especially personal rights, rights to a name, copyrights, rights of use, trademark rights, or other industrial property rights. 

6.3 Ornate Solutions GmbH does not check released data of the contracting party and their contents for possible illegality and/or immorality. The Contractual Partner is therefore responsible for ensuring that the data selected by it and its content, as well as the websites linked via these search results, and all other forms of use of the advertising measures by the Contractual Partner, comply with the legal system applicable there, recognized rules of conduct of professional associations (in particular the rules of conduct of the German Advertising Council), and do not infringe any third-party rights. Should third parties approach Ornate Solutions GmbH for possible infringements or violations of third-party rights resulting from the contents and advertising materials selected and released by the Contractual Partner or their contents, the services of the Contractual Partner, the websites linked via the advertising materials of the Contractual Partner, and/or any other type of use of the advertising, the Contractual Partner undertakes to indemnify Ornate Solutions GmbH from any liability and to reimburse Ornate Solutions GmbH for all costs incurred or incurred by Ornate Solutions GmbH due to a (possible) infringement. 

 7. Cooperation obligations of the contractual partner:

7.1 For the proper execution of the contractual relationship, it is necessary that Ornate Solutions GmbH immediately notifies tikitaka in writing of any changes of its name and address as well as the expiration or change of any power of representation granted to tikitaka (in particular a power of attorney). This notification obligation also exists if the power of representation is entered in a public register (e.g., the Commercial Register) and its expiry or amendment is entered in this register. 

 7.2 Orders or instructions of any kind from Ornate Solutions GmbH must make their content unambiguously recognizable. Orders that are not clearly formulated may result in queries that can lead to delays. Amendments, confirmations, or repetitions of orders or instructions must be marked as such. 

7.3 For the proper performance of the services listed in the contract by tikitaka, Ornate Solutions GmbH must grant tikitaka permanent access, access, or influence on the contents of the internet pages of Ornate Solutions GmbH. For the fulfillment of the services by tikitaka, a cooperative collaboration with Ornate Solutions GmbH is required. If this cooperative collaboration is not or partially not possible on the part of Ornate Solutions GmbH, tikitaka is not obligated to perform or is only obligated to perform on the basis of the cooperation that has taken place. Cooperative cooperation (or simply, a “cooperative”) primarily means measures such as the implementation by Ornate Solutions GmbH itself of necessary changes to Ornate Solutions GmbH’s website requested by tikitaka. 

7.4 Ornate Solutions GmbH is obliged to provide tikitaka with all data of already existing measures required for the fulfillment of the contractual obligations in order to ensure a smooth takeover of the measures. 

 8. Compensation, reporting:

8.1 The remuneration for Ornate Solutions GmbH shall be made according to the individual contractual agreement on the basis of the offer made by Ornate Solutions GmbH (cf. clause 2 of the GTC). If costs per click (CPC) are forecast in the offer, this information initially only represents an estimated value, which Ornate Solutions GmbH currently assumes when creating the offer. This estimated value may subsequently deviate from the CPC actually achieved, especially if the calculation basis or the costs to be reimbursed by the search engine operators (Google, Yahoo, MIVA, etc.) change. 

8.2 Ornate Solutions GmbH invoices the contracting party for the Clicks determined on the basis of the reporting carried out by Ornate Solutions GmbH for the respective measure plus handling fee (media service). The contract partner agrees to the calculation based on the Ornate Solutions GmbH reporting. The number of generated clicks determined by Ornate Solutions GmbH reporting may differ from the clicks determined by the search engine operators (Google, Yahoo, MIVA, etc.), as the search engine operators make error corrections (e.g., due to double clicks or ad server discrepancies) in their downstream, self-performed reporting. If the deviation of the reporting of Ornate Solutions GmbH with the reporting of the search engine operators does not amount to more than 5% per month on average (increasing as well as decreasing), the contracting party waives a corrected billing on the basis of the reporting carried out by the search engine operators

8.3 Ornate Solutions GmbH checks the number of generated clicks determined on the basis of its own reporting with the generated clicks determined by the reporting of the search engine operators regularly once a year until the end of March of a calendar year for the previous calendar year or, if a contractual relationship should end before, at the end of the contractual term. Should the check reveal that there is a deviation of more than 5% on average between the reports of Ornate Solutions GmbH and the reports of the service providers used (Google, Yahoo, Miva etc.), Ornate Solutions GmbH will invoice the contract partner for the difference or refund the difference to the contract partner. 

 

8.4 The contracting party receives access to the reporting of Ornate Solutions GmbH, which he can view online. Thus, he is informed about the current number of generated clicks, as well as the development of the media budget within the scope of the usual availability. If the contracting party needs further information about the current course of the contract, he has to inform Ornate Solutions GmbH in writing, by fax or by e-mail. Ornate Solutions GmbH will subsequently provide the contracting party with the requested information to a reasonable extent within the scope of its possibilities. 

9. Maturity:

9.1 The services invoiced monthly to the contracting party by Ornate Solutions GmbH are due 14 days after invoicing. The contracting party is automatically in default if the invoiced amount is not credited to the account of Ornate Solutions GmbH specified in the invoice within the payment period of 14 days. 

9.2 If the contracting party is in default with the payment of an invoiced service, Ornate Solutions GmbH shall be entitled to charge interest on arrears from the first day of default at a rate of 8 percentage points above the respective prime rate of the European Central Bank (Section 288 (2) BGB), unless the invoice amount was deferred. 

9.3 If the contracting party is in default with the payment of an invoice for more than 14 days, Ornate Solutions GmbH is entitled to postpone the execution of further services and to stop the campaigns and measures currently carried out for the contracting party and to start them again only after outstanding amounts including interest have been paid to Ornate Solutions GmbH. This does not apply if the invoice amount was deferred. 

9.4 Furthermore, Ornate Solutions GmbH, in the event that circumstances become known after the start of the contract which give rise to doubts about the contractual partner’s solvency or willingness to pay, shall be entitled to postpone the performance of further services – irrespective of whether they result from the contract in question or from another contract conclusion – until full advance payment or an appropriate security deposit has been made. This also includes stopping the campaigns and measures carried out for the contractor. 

10. Set-off and right of retention: 

The contracting partner can only set off against claims of Ornate Solutions GmbH with their own claims if their claims are undisputed or legally binding. The same shall apply to a right of retention of the contractual partner. 

11. Termination / Notice Periods: 

11.1 For contractual relationships limited in time, the notice periods stipulated in the individual contractual agreement shall apply, without prejudice to termination for good cause. 

11.2 In the case of contracts or business relationships for which neither a term nor a deviating termination provision has been agreed, either contracting party may terminate the business relationship by giving 6 weeks’ notice to the end of the quarter. This shall not affect termination without notice for good cause. 

11.3 Good cause for termination without notice exists if the terminating party cannot reasonably be expected to continue the business relationship. In doing so, the legitimate interests of the respective other contracting party shall be taken into account. An important reason for Ornate Solutions GmbH exists in particular if a substantial deterioration or a substantial endangerment of the financial situation of the contracting party occurs or if the contracting party stops or declares to stop payments to Ornate Solutions GmbH. In addition, good cause shall exist if enforcement proceedings or insolvency proceedings are instituted against the contractual partner’s assets. 

11.4 The Contracting Party shall be granted a special right of termination if in the course of the potential and feasibility analysis of individual sides a non-feasibility of the project is determined. The special right of termination may only be exercised if the non-feasibility of the project is confirmed to the other contracting party in writing by letter post. 

11.5 With the termination of the business relationship, amounts still owed by the contracting party to Ornate Solutions GmbH shall become due immediately. The contracting party is also obliged to release Ornate Solutions GmbH in this respect from all obligations assumed for him or on his behalf. Ornate Solutions GmbH is entitled to terminate the obligations assumed for the contracting party or on his behalf. 

12. Advertising:

The contracting parties, Ornate Solutions GmbH and their partners, are permitted to advertise their collaborative endeavors. However, any advertising initiatives must receive prior written approval from the other contracting party, Ornate Solutions GmbH, either by written communication, fax, or email. 

 13. Subcontracting; contracting with third parties:

13.1 Ornate Solutions GmbH is entitled to engage third parties to fulfill orders and to use subcontractors to execute the services specified in the contract. 

13.2 Production orders and technical services are arranged by Ornate Solutions GmbH under its own name and at its own expense. The expenses related to outsourcing to third parties will be clearly indicated on the invoice and will be fully reimbursed by the client. 

14. Final provisions:

14.1 Amendments or supplements to these General Terms and Conditions, including this provision, must be made in writing. 

14.2 Should individual provisions of the agreement between Ornate Solutions GmbH and the contracting party, including these General Terms and Conditions, be or become void, invalid, or unenforceable in whole or in part, the validity and enforceability of all remaining provisions shall not be affected thereby. The void, invalid, or unenforceable provision shall be deemed to be replaced by the valid and enforceable provision that most closely approximates the economic purpose pursued by the void, invalid, or unenforceable provision in terms of subject matter, extent, time, place, or scope. The same shall apply to any gaps in this contract or these General Terms and Conditions. 

14.3 The law of the Federal Republic of Germany shall apply.14.1 Amendments or supplements to these General Terms and Conditions, including this provision, must be made in writing. 

14.4 Should individual provisions of the agreement between Ornate Solutions GmbH and the contracting party, including these General Terms and Conditions, be or become void, invalid, or unenforceable in whole or in part, the validity and enforceability of all remaining provisions shall not be affected thereby. The void, invalid, or unenforceable provision shall be deemed to be replaced by the valid and enforceable provision that most closely approximates the economic purpose pursued by the void, invalid, or unenforceable provision in terms of subject matter, extent, time, place, or scope. The same shall apply to any gaps in this contract or these General Terms and Conditions. 

14.5 The law of the Federal Republic of Germany shall apply.