beDirect GmbH & Co KG
(hereinafter also referred to as "beDirect", "we" or "us")
Phone +49 5241 80-45600
Sales tax ID no. : DE 813285800
Tax number: 351/5900/1454
Commercial register no.: Gütersloh local court HRA 4251
Personally liable partner: beDirect Verwaltungs-GmbH
Seat: Gütersloh, Gütersloh local court HRB 4170
Managing Director: Thorsten Friederich
I General conditions for all beDirect services
The following General Terms and Conditions of Business shall apply to our clients who, when concluding a legal transaction with us, act in the exercise of their commercial or independent professional activity (entrepreneurs, § 14 BGB).
1. beDirect services
Address delivery, address brokerage, cleansing and information enrichment of customer portfolios, processing services, production of advertising material, provision of services, software and systems to support sales and CRM applications.
1.1 Scope of application
Unless otherwise expressly agreed in writing, our deliveries, services and offers shall be based exclusively on these terms and conditions of business. Any deviating terms and conditions of the customer which we do not expressly recognise shall not be binding on us, even if we do not expressly object to them.
1.2 Conclusion of contract
The contract with the client is only concluded with our order confirmation or with the execution of the order or a mutual signing of a contract/agreement.
1.3 Terms of payment
the prices according to the current price list, order confirmation or contract are valid. all prices are net prices plus vat, packaging, shipping and other additional costs. our invoices are due immediately upon receipt without deduction. after exceeding the payment deadline, the contractual partner is in default without the need for a reminder (§ 286 para. 2 BGB). in case of default or deferment of payment, interest on arrears or interest on deferral is payable with pleasure.§ 288 para. 2 BGB. if the customer is in default with an already due payment obligation from the contract, we are entitled to make the remaining debt, which in normal course of events is only to be fulfilled at a later date, also due immediately.
the delivery date is stated in the order confirmation or contract/agreement or, if this is not applicable, in the currently valid company publications and is generally non-binding. the stated delivery dates refer to the time of provision of the agreed service. in the case of address deliveries (point II.2) and customer stock adjustments (point II.4), the delivery or service is deemed to have been provided on provision or transmission of the data. in the case of provision of systems or software, the service is deemed to have been provided on acceptance or on unobjected expiry of the acceptance period. delays caused by the client or by companies or persons commissioned by the client (requests for changes, delayed provision of information or materials, etc.) may extend the delivery dates beyond the time frame of the delay. there is no claim to priority processing of delayed orders. force majeure, a
beDirect does not assume any warranty for the correctness of the addresses and information supplied or for the assignment of information to customer data records. beDirect shall only be liable for intent and gross negligence in the case of contract initiation, contract performance or in the case of tort. This shall also apply to persons and companies commissioned by beDirect to perform the order. Otherwise, liability shall be excluded. If the customer claims damages for non-performance in cases in which the performance has culpably become impossible, we are in default or have performed the contractual services in a defective manner, such damages shall only be claimed up to the amount of the invoice amount for the corresponding order (excluding postage).
the aforementioned limitations of liability do not apply to damages resulting from injury to life, body and health. the exclusion of liability does not apply to other damages if these are based on an intentional or grossly negligent breach of duty by us or our executive staff, if an essential contractual obligation (so-called cardinal obligation) has been breached or if another obligation not to be classified as an essential contractual obligation has been breached intentionally or grossly negligently by simple vicarious agents. however, in the event of a breach of an essential contractual obligation or intentional or grossly negligent breach of another obligation by simple vicarious agents, liability is limited to the amount of typically foreseeable damage. the exclusion of liability also does not apply to claims in accordance with the product liability law, nor does it apply to claims covered by a guarantee from us.
1.6 Shipping and handling
If dispatch is delayed for reasons for which the customer is responsible, the risk shall pass to the customer upon notification of readiness for dispatch.
beDirect shall be obliged to maintain secrecy vis-à-vis third parties with regard to the content and scope of the services to be provided for the client and the data received from the client. beDirect shall not be entitled to make information which has been made available to it within the framework of order processing available to third parties.
1.8 Reservation of use.
The addresses/ information/services supplied may only be used after payment of the invoice amount in accordance with the agreed licence/user conditions.
1.9 Applicable law, place of performance, place of jurisdiction
Unless otherwise agreed, place of performance and jurisdiction is Gütersloh.
II Supplementary conditions
2. providing addresses and information
2.1 Excess or short deliveries
Company addresses and the associated communication, marketing and business information are subject to constant change. This may result in deviations from the quantities stated in publications or order confirmations from beDirect. Any resulting excess or short delivery shall result in an adjustment of the price according to the price list unless this is unreasonable for the client in individual cases.
2.2 Use of addresses, contractual penalty
all delivered addresses with or without telephone number may not be used by the client in any other way and more frequently than contractually agreed. without express agreement, the delivered addresses may only be used once for an addressed or telephone advertising campaign. the transmission of an address with telephone number does not mean that the company/person concerned agrees to be contacted by telephone for advertising purposes. the client bears the risk of a possible warning or other assertion of claims under competition law by third parties. the sale or transfer of the address data to third parties and the use for further advertising mailings is not permitted, nor is joint advertising.
We verify compliance with this agreement by means of control addresses and telephone numbers integrated into the address deliveries.
Each individual use contrary to the terms of the contract obliges the customer to pay a contractual penalty amounting to ten times the fee for the entire delivery, which also included the address used contrary to the terms of the contract, as well as to purchase the addresses obtained for permanent use.
For the proof of the violation the presentation of a control address or control phone number is sufficient.
The assertion of a more extensive claim for damages shall remain unaffected, whereby in this case the contractual penalty to be paid shall be offset against the claim for damages. The addresses, data and information provided by beDirect may only be used within the framework of statutory regulations, in particular the Federal Data Protection Act, the Basic Data Protection Regulation (DSGVO), the Telecommunications Act and the Act against Unfair Competition. The client shall be liable for compliance with these regulations.
Based on the change processes mentioned under 2.1 and the fact that the data sources may already contain incorrect information, we do not assume any liability for the postal and other correctness and completeness of the address lists/information supplied by us. Furthermore, we are not liable for the fact that the addressee is or still is what he or she claims to be or is being claimed to be. We will therefore pay for unavoidable returns at the rates applicable in each case in accordance with the current catalogue. The prerequisites for this are the immediate use of the addresses supplied within a period of use of a maximum of four weeks after delivery and the return of undeliverable mailings within a period of three months after delivery.
Any liability for further damages, in particular for consequential harm caused by a defect, is excluded. The aforementioned limitations of liability do not apply to damages resulting from injury to life, body and health. The exclusion of liability does not apply to other damages if these are based on an intentional or grossly negligent breach of duty by us or our executive staff, if an essential contractual obligation (so-called cardinal obligation - in particular contractual main obligation -) has been breached or another obligation not to be classified as an essential contractual obligation has been breached intentionally or grossly negligently by simple vicarious agents. In the event of a breach of an essential contractual obligation or intentional or grossly negligent breach of another obligation by simple vicarious agents, however, liability is limited to the amount of typically foreseeable damage. In the case of claims under the Product Liability Act, the H
3. production and processing of advertising material
3.1 Excess or short deliveries
In the production of advertising material, the customary excess or short deliveries of up to 10 % of the ordered circulation cannot be objected to, unless this is unreasonable for the client in the individual case. The quantity delivered shall be invoiced. In all other respects, the client shall be solely liable for ensuring that the content of the advertising material does not infringe statutory provisions and the rights of third parties, in particular copyrights.
Complaints due to obvious defects in the delivery must be lodged with us within a preclusive period of four weeks after delivery or postal delivery. In doing so, we must ensure that we check the delivery. Hidden defects must be reported to us immediately after their discovery. Defects in part of the delivery do not entitle the customer to complain about the entire delivery. Liability for consequential damage is excluded. For culpable shipping and enveloping errors, we are only liable up to the amount of the invoice for the order in question without postage. In the event of loss or damage to materials provided, we are only liable up to the amount of the material or production value. The above-mentioned limitations of liability do not apply to damage resulting from injury to life, body or health. The exclusion of liability does not apply to other damage if this is due to an intentional or grossly negligent breach of duty by us or unintentional misconduct.
The postage is to be paid irrevocably to beDirect against a corresponding advance invoice at the latest three days before posting. beDirect is not obliged to deliver by post before receipt of payment.
3.4 Provision of material by the client
materials to be provided by the client must be delivered to us free of charge and in perfect condition in accordance with the specification stated in the order confirmation. the materials will not be subject to any quantity or quality control. to compensate for differences in circulation and return losses, e.g. in the case of postal delivery, an excess delivery of 5 % of the material to be processed is required. the client will be charged for the costs of disposing of packaging material. liability for the content of the packaging material (see also points II.2.3 and II.3.1) lies exclusively with the client. if the materials provided by the client do not correspond to the requested specifications or if they are damaged on delivery, any additional costs incurred are to be borne by the client. any remaining material from advertising mailings will be destroyed by us after the order has been processed, unless the client informs us of this within two weeks of receipt of our remaining notification.
4. cleansing and information enrichment of customer portfolios
4.1 Adjustment and correction of customer stocks
The correction or deletion of erroneous customer addresses is carried out on the basis of the latest reference files and programs available to beDirect. Errors cannot be excluded in principle due to the fluctuation of the companies mentioned under 2.1 and the usual market restrictions of the IT procedures.
4.2 Information enrichment of customer stocks
The referencing and information supplementation are subject to the restrictions mentioned in 4.1.
liability for the limitations mentioned under 4.1 and 4.2 is excluded. errors in data processing and allocation beyond this, for which we or our vicarious agents are to blame, will be corrected by us, as far as possible, free of charge. if a correction is not possible, our liability is also limited here up to the amount of the invoice amount for the order. complaints due to faulty services are to be communicated to us immediately after the customer has become aware of them. in any case, we are to be given the opportunity of rectification. the above-mentioned limitations of liability do not apply to damages resulting from injury to life, body and health. the exclusion of liability does not apply to other damages if these are based on an intentional or grossly negligent breach of duty by us or our executive staff, a material contractual obligation (so-called cardinal obligation - in particular contractual obligations) or a breach of a material contractual obligation (so-called "obligation to perform").
All agreements deviating from the above terms and conditions must be made in writing in order to be valid. Should one of the above terms and conditions be invalid, the validity of the remaining terms and conditions shall not be affected.
Phone 05241 80-45600