General Terms and Conditions

• The following General Terms & Conditions in the version shown on the webpage at www.my-freeset.de/agb shall govern the business relationship between FL Solutions GmbH, Düsseldorfer Str. 154, 40545 Düsseldorf, represented by the Managing Director Frank Lanzillotta (hereinafter “The Provider” or “FL Solutions GmbH”) and the client (hereinafter “The Client”). The Client may download this text which is available in German and English to his computer and/or print and store it.
• Terms & Conditions of the Client which diverge from the present General Terms & Conditions shall not be accepted save where the Provider has agreed in writing to their validity.
• By completing and sending the order form you confirm that you have read and accept these Terms & Conditions.
• The Provider reserves the right to alter or update the present General Terms & Conditions with future effect at any time without being under any obligation to notify the user. The currently valid version of the General Terms & Conditions will be available on the website from the time at which they take effect.

• The General Terms & Conditions regulate the conclusion of the contract and the Provider’s contractual relationship with the Client.
• FL Solutions GmbH is a media agency. It offers businesses, firms and freelancers an online ERP cloud-based software under the name of “Freeset”.
• By making an order using the online form, a contract is concluded for the duration of one month between the Provider and the Client.

• The contract term shall be one month and may be terminated by giving notice of one week to the end of the contract term. Where notice is not given within the cancellation deadline the contract shall automatically be renewed for a further month.
• The costs shall be debited at the beginning of the respective contract month.
• The invoice amount shall be charged immediately after the online order has been made using the Client’s chosen method of payment (PayPal, credit card or SEPA direct debit). The corresponding abbreviation of the SEPA pre-notification is herewith agreed. The date on which the invoice amount is credited to the Provider’s account shall determine the punctuality of the payment.

• The Client may terminate the contract at any time and without specifying any reason using the website, by e-mail or by mail. When terminating, the e-mail address, name and contact details furnished to the Provider must be specified. The termination shall take effect at the end of the contractual term.
• The Provider may terminate the contract in writing or by e-mail using those addresses that the Client has specified as his current contact details. Termination shall be possible to the end of the contractual term with due notice.
• After the Client or Provider has terminated the contract, the Provider shall be entitled to irrevocably delete the data stored in the online ERP system.

• The Provider reserves the right to effect changes for practical reasons – such as the need to update or for further development – provided that this does not change the essential character of the services being offered.
• The Provider shall be entitled to discontinue his service provided that he gives two weeks’ notice thereof. In the event that the Provider discontinues his service, he shall be entitled to delete the content created and input for the Client.
• In the event of changes, the Provider shall endeavor to notify the Client in good time of such changes.

• The Provider reserves the right to alter the General Terms & Conditions at any time and without specifying any reason. The Client will be notified of any amendments to the General Terms & Conditions at latest one month before the proposed amendments take effect.
• In the event that the General Terms & Conditions are altered, the Client has the right to terminate the contract. Where the Client fails to accept the amendments to the General Terms & Conditions, the Provider shall be entitled to terminate the contractual relationship.

• The Provider shall accept no liability whatsoever for losses incurred by the Client’s information stored on the ERP system.
• The Provider offers his service and the continuous availability of the “Freeset” online ERP system with no guarantee.
• The data stored on the “Freeset” online ERP system may be entirely lost. The Client is obliged to arrange his own back-ups of his data stored online. The Provider does not arrange back-ups of individual client data.
• The above shall not apply in the event of grossly negligent breach of contract by a legal representative or vicarious agent of the Provider.

• The Client’s contact details – whereby this expressly does not refer to the individually stored data in the online system – which will be deleted at latest 2 months after termination of the contract, shall be retained for a period of up to two years after the business relationship has ended.
• The Provider reserves the right to retain data for longer where this is necessary for legal purposes.
• The Client consents to this data retention by the Provider.

The Client’s claims or rights vis-à-vis the Provider may not be assigned or forfeited without the latter’s consent save where the Client has proved that he has a justified interest in such assignment or forfeit.

• The Client shall have no right to compensation save where indicated on the following grounds. This shall also apply to the legal representative and vicarious agents of the Provider where the Client shall make claims for compensation against them.
• The Client’s claims for compensation owing to injury to life, limb and health, or for violation of important contractual obligations which must be fulfilled in order to perform the contract are excepted. Equally this shall not apply to claims for compensation arising out of gross negligence or willful breach of contract on the part of the Provider or his legal representative or vicarious agents.
• In the event of breach of important contractual obligations incurred by simple negligence the Provider shall be liable only for contract-typical and foreseeable losses save where the Provider has maliciously concealed the defect or has given a guarantee with regard to a quality of the service, or where the Client’s claim relates to injury to life, limb or health.
• Statements and explanations regarding FL Solutions GmbH’s services are provided solely as a description of a quality and not as a guarantee or assurance of a given quality. Statements on the subject of the agreement shall represent warranties or assurances in a legal sense only where these are given in writing and are expressly and literally marked with the words “Guarantee” or “Assurance”.
• It shall be deemed a material defect where the Provider’s services do not possess the qualities set out in the contract and thus negate or reduce the service’s suitability for the contractual use. A minor restriction of suitability shall not be considered. The Client is required to notify the Provider of any defects, interruptions or damage without delay.
• The Provider shall remedy defects within a reasonable period after receipt of a written and readily verifiable description of the defect by the Client.
• The Client’s right to termination on the grounds that usage has not be granted exists only where the defect is not remedied within an appropriate period of time or such remedy can be deemed to have failed.
• The Provider entirely excludes liability for losses of any kind, be they direct, indirect or consequential losses, arising out of the use of and/or access to the website or links to third-party websites. Moreover all liability is excluded for any third-party manipulation of the Client’s EDP system.

Insofar as the websites www.my-freeset.de or www.fl-solutions.de contain links to third-party websites the Provider gives no guarantee of and accepts no liability for the correctness and/or completeness of the content and data security of such websites. Since the Provider has no influence on the compliance of third parties with data protection regulations, the data protection declarations issued by those third parties should be checked in their own right

• The Provider is the owner of all intellectual property rights and, most notably, all trademark protection rights, copyrights and ancillary copyrights, in his web pages, the online software and the documents transmitted within the scope of the contract. These works are protected in whole and in part by copyright. Any use outside the limits of copyright without the written consent of the Provider is prohibited and punishable by law. This shall apply in particular to duplication, translation, input into electronic media of any kind and the concomitant presentation to third parties.
• Any duplication or dissemination of documents or of the software either wholly or in part is only permissible with the written consent of FL Solutions GmbH.
• No element of the website confers license or usage rights for images, registered trademarks, logos or other rights on the Client. Downloading or copying the website or its elements neither confers nor justifies the exploitation of any rights with regard to the elements of the website.
• Clients shall be liable for images, texts, articles and any other digital data transmitted to and input by the Provider.
• Insofar as a claim is made against the Provider by third parties, the Client shall hold the Provider harmless against all claims.

The service offered by FL Solutions GmbH is subject to continuous modification, optimization and change. The same applies to the content of the web pages. For this reason it is recommended that users regularly inform themselves of the Terms & Conditions, Notes and Prices valid at any given time.

The contract is in the German language. The contractual relationship will be maintained in the German language. Only the laws of the Federal Republic of Germany shall apply. In the event of dispute with a client who is not a consumer, a body corporate organized under public law or a special fund under public law the place of jurisdiction is Düsseldorf.

• In connection with the initiation, conclusion, performance and rescission of a contract on the basis of these General Terms & Conditions, the Provider gathers, saves and processes data. This is effected in compliance with statutory provisions.
• The Provider does not pass on personal data to third parties save where he is obliged under law to do so or where the Client has given his express prior consent. Where a third party service provider is deployed to assist with processing, the provisions of the Federal Data Protection Act will be observed. The data shared by the Client when confirming his order will be used exclusively for making contact within the scope of contract performance and will only be processed for the purpose for which the Client furnished the data. Payment data will be transmitted to the credit institution instructed to handle payment. Where the Provider is required to observe retention periods for commercial or fiscal reasons, some data may be stored for up to ten years. Further information is available in our Data Protection Declaration.

• All prices on the website are exclusive of value added tax at the valid rate of 19%. Invoice recipients outside Germany will not be charged value added tax.

Where individual provisions of this contract are invalid or impracticable and/or become invalid or impracticable after conclusion of the contract, this shall not affect the validity of the remaining provisions. The invalid or impracticable provision will be replaced by a valid and practicable provision whose effect most closely resembles the original intention pursued by the contracting parties with the invalid and/or impracticable provision.

Düsseldorf, September 2018