Terms

General Terms and Conditions of CONVERSION PANCAKE

As of January 16, 2020

1. Validity, conclusion of contract

1.1 CONVERSION PANCAKE (hereinafter “Agency”) provides its services exclusively on the
the following General Terms and Conditions (GTC). These shall apply to all legal relationships between the Agency and the Customer, even if they are not expressly referred to. The GTC are only applicable for legal relations with entrepreneurs, according to B2B.

1.2 The version valid at the time of conclusion of the contract shall prevail. Deviations from these as well as other supplementary agreements with the customer are only effective if they are confirmed in writing by the Agency.

1.3 Any terms and conditions of the customer will not be accepted, even if they are aware, unless otherwise expressly agreed in writing in individual cases. The Agency expressly objects to the Customer’s Terms and Conditions. No further objection to the customer’s terms and conditions by the agency is required.

1.4 Changes to the General Terms and Conditions will be announced to the Customer and shall be deemed to have been agreed if the Customer does not object to the amended GTC in writing within 14 days; the meaning of the silence as well as the concretely changed clauses are expressly pointed out to the customer in the communication. This consent fiction does not apply to the
Changes in essential performance content and fees.

1.5 Should individual provisions of these General Terms and Conditions be ineffective, this shall not affect the binding nature of the remaining provisions and the contracts concluded on the basis of their 2. The invalid provision shall be replaced by an effective one that comes closest to the purpose.

1.6 The Agency’s offers are subject to change and are non-binding.

2.Scope of services, order processing and obligations to cooperate of the customer

2.1 The scope of the services to be provided is determined by the service description in the agency contract or any order confirmation by the agency, as well as the possible briefing protocol (“offer documents”). After the order has been placed, changes to the service description are only possible by mutual agreement and may lead in particular to changes in prices, deadlines and dates. Within the framework of the written service description, the Agency has freedom of design in the execution of the services, insofar as there are several professional possibilities for execution.

2.2 The Agency is entitled to perform the services itself or to use the services of competent third parties (foreign service).

2.3 The Client shall make available to the Agency in a timely and complete manner all the information and documentation necessary for the provision of the service. It will inform them of all the circumstances relevant to the performance of the order, even if they become known only during the execution of the order. The customer bears the expenses incurred by the fact that work has to be repeated or delayed by the Agency as a result of his incorrect, incomplete or subsequently changed information.

2.4 The customer must immediately, without request and in a further processing form, provide the Agency with all information in writing and to provide all services that are necessary for the
provision of the services by the Agency. The customer is also obliged to apply the documents (photos, logos, etc.) provided for the execution of the order to any copyright, trademark, trademark or other rights
third parties (rights clearing) and guarantees that the documents are free of third-party rights and can therefore be used for the intended purpose. In the event of slight negligence or after fulfillment of its warning obligation , at least in its internal relationship with the customer , the Agency shall not be liable for a violation of such rights by third parties by
documents made available. If the Agency is claimed by a third party for such an infringement, the client shall indemnify and hold the Agency harmless; The customer undertakes to assist the agency in defending against any claims of third parties.

2.5 Unless otherwise agreed, all offers include a revision loop. After receipt of the service provided, the customer has to submit the feedback once in a collected form in writing for 14 days

3.Third-party services / assignment of third parties

3.1 The Agency is entitled to perform the services itself or to use the services of competent third parties (foreign service).

3.2 The assignment of third parties in the context of a third-party service takes place either in his own name or on behalf of the customer, the latter after prior information to the customer. The Agency will carefully select this third party and ensure that the latter has the necessary professional qualifications.

3.3 The customer must enter into obligations to third parties that have been named to the customer and which go beyond the term of the contract. This also applies explicitly in the event of termination of the agency contract for important reasons.

4.Special services

4.1 Insofar as the services provided by the Agency include the preparation of texts, the offer shall only apply to one draft and to minor amendments. If the design does not meet the customer’s taste despite the professional and order-proper execution, the creation of further designs is subject to a charge.

4.2 Insofar as the services provided by the Agency include measures in the field of search engine optimization, the Agency only owes a professional execution suitable for achieving the agreed objectives, but is not liable for the achievement of certain objectives.

5.Honorary

5.1 All prices are in euros and are regulated in euro and are regulated under the Small Business Regulation without
VAT.

5.2 All services of the Agency which are not expressly compensated by the agreed fee are paid separately.

5.3 In the event that the customer withdraws from his order in whole or in part without grossly negligent or intentional negligence, the Agency shall nevertheless be subject to the agreed fee. In this case, the Agency only has to offset savings from purchases of goods and external services that have not yet been made44
let. The same applies if the Agency is composed of a
important reason from the contract.

6.Payment, retention of title

6.1 The invoices from the Agency are due without any deduction from the invoice date and, unless otherwise agreed, must be paid within 14 days of receipt of the invoice. In principle, the handover or execution of other services takes place only after full payment.

6.2 In the event of a delay in payment by the customer, the statutory default interest shall apply in the
business transactions. Furthermore, in the event of a delay in payment, the customer undertakes to reimburse the Agency for the resulting dunning and collection costs, insofar as they are necessary for appropriate legal proceedings. In any event, this includes the costs of two letters of formal notice in the usual amount of at present at least € 20.00 per
reminder and a letter of formal notice from a lawyer responsible for the collection. The assertion of further rights and claims remains unaffected.

6.3 In the event of a delay in payment by the Customer, the Agency may immediately provide all services and partial services concluded within the scope of other contracts concluded with the Customer
due.

6.4 Furthermore, the Agency is not obliged to provide further services until the outstanding amount has been paid (right of retention). This does not affect the obligation to pay remuneration.

6.5 Insofar as the Agency and the Customer conclude an instalment payment agreement, the loss of the deadline shall be deemed to have been agreed even by one instalment in the event of non-timely payment.

7.Dates

7.1 Unless expressly agreed as binding, specified delivery or performance periods shall only be deemed to be approximate and non-binding. Binding appointments must be recorded in writing or confirmed by the Agency in writing.

8.Premature resolution

8.1 The Agency is entitled to terminate the contract with immediate effect for important reasons. An important reason exists, in particular, when:

8.2 the customer continues, despite a written warning with a grace period of 14 days, against essential obligations under this contract, such as payment of a due
amount or obligations to cooperate.

8.3 there are legitimate concerns as to the creditworthiness of the client and the customer does not make any advance payments at the request of the Agency or make a suitable
security;

8.4 The customer is entitled to terminate the contract for important reasons without setting a grace period. An important reason exists in particular if the Agency continues to violate essential provisions of this contract, despite a written warning with a reasonable grace period of at least 14 days to remedy the breach of the contract.

8.Premature resolution

8.1 The Agency is entitled to terminate the contract with immediate effect for important reasons. An important reason exists, in particular, when:

8.2 the customer continues, despite a written warning with a grace period of 14 days, against essential obligations under this contract, such as payment of a due
amount or obligations to cooperate.

8.3 there are legitimate concerns as to the creditworthiness of the client and the customer does not make any advance payments at the request of the Agency or make a suitable
security;

8.4 The customer is entitled to terminate the contract for important reasons without setting a grace period. An important reason exists in particular if the Agency continues to violate essential provisions of this contract, despite a written warning with a reasonable grace period of at least 14 days to remedy the breach of the contract.

9.Marking

9.1 The Agency is entitled to refer to the Agency and, if necessary, to another author, on all services provided by the Agency for the Client and, subject to the written revocation possible at any time, within the scope of its own advertising materials, data such as the name and logo of the customer, project description, project images
and the like as a reference or as an indication of the business relationship with the customer, without the customer being entitled to a fee for it.

10. Warranty

10.1 The right to warranty and the right to a warranty recourse are limited to six months from handover. The customer is entitled to improvement or exchange or, in the event of non-essential defects, also to price reduction or, in the case of material defects, also to conversion at the discretion of the Agency. Rectification of the defect does not extend the warranty period or begin it for
to re-run the service part affected by the rectification of the defect.

11. Liability and Product Liability

11.1 In cases of slight negligence, liability of the Agency and that of its employees, contractors or other vicarious agents (“People”) for damage to property or property of the Customer is excluded, whether direct or indirect damage, loss of profit or consequential damages, damages due to delay, impossibility, positive breach of claim, fault in the conclusion of the contract, due to defective or incomplete performance. The injured party must prove the existence of gross negligence. Insofar as the liability of the Agency is excluded or limited, this also applies to the personal liability of its “people”.

11.2 Any liability of the Agency for claims made against the client on the basis of the service provided by the Agency (e.g. advertising measure) is expressly excluded if the Agency has complied with its obligation to provide information or if it has not been able to identify such claims, whereby slight negligence does not harm. In particular, the Agency shall not be liable for legal costs, the customer’s own legal fees or costs of publication of judgments, as well as for any claims for damages or other claims of third parties; the customer shall indemnify and hold the Agency harmless in this regard.

12. Applicable law

2.1 The contract and all reciprocal rights and obligations derived from it as well as claims between the Agency and the customer are subject to Austrian substantive law to the exclusion of its reference standards and to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

12.1 The contract and all reciprocal rights and obligations derived from it as well as claims between the Agency and the customer are subject to Austrian substantive law to the exclusion of its reference standards and to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

13. Place of performance and place of jurisdiction

13.1 The competent Austrian court in Salzburg shall be agreed as the place of jurisdiction for all disputes between the Agency and the customer. However, the Agency is also entitled to bring an action at the general place of jurisdiction by the Agency and the Client.