General Terms and Conditions of Shore Website Packages of Shore GmbH and its affiliated companies
- Contents and conclusion of contract
- Subject matter of contract, contract amendment
- Scope of services
- Remuneration and default in payment
- Contents and use of the website
- Contract term, termination and provision of service
- General obligations of Shore customers
- Domain registration, termination, change of provider
- Impairment of performance
- Trademark rights / copyrights
- Data protection
- Indemnification obligation of Shore customers
- Concluding terms
1. Contents and conclusion of contract
1.1. The Shore Websites are a product offered by Shore GmbH, as well as its U.S.-based affiliated company Shore.com Inc., LLC, 312 Arizona Ave., 90401 Santa Monica, California, United States (hereinafter referred jointly to as “Shore”). By concluding a contract in connection with a website package (e.g. Shore Web, Shore Digital or Shore Digital Plus) you (hereinafter referred to as “Shore Customer”) herewith accept these General Terms and Conditions (hereinafter referred to as “Terms and Conditions”) which apply to the use of Shore.
1.2. Shore reserves the right to upgrade, modify and delete the services offered and to make improvements to such, in particular if any such serve the state of the art, are deemed necessary and serve the purpose of preventing misuse. Such changes may make a change to the appearance of the Shore websites. Shore shall, however, only make such changes, in so far as these changes are deemed reasonable for the Shore customer or if Shore is obliged to make such on the grounds of pertinent statutory regulations.
1.3. Furthermore, Shore is authorised to modify the contents of the existing contract as well as these Terms and Conditions. The approval to change such shall be deemed to be granted if the Shore customer does not contradict to the change within four weeks as of receipt of the notification of change. Within the scope of a notification of change, Shore commits itself to draw the Shore customer’s attention to the consequences of a deferred contradiction thereto.
1.4 No deviating regulations. The enforcement of deviating regulations or of conditions exceeding these terms shall be excluded. This shall apply in particular to the General Terms and Conditions of the Shore customer, even if Shore accepts an order of the Shore customer in which the Shore customer refers to its General Terms and Conditions and/or the General Terms and Conditions of the Shore customer are attached thereto and Shore does not contradict thereto.
1.5. Conclusion of the contract. The contract is concluded once the Shore customer signs an order sheet or once the Shore customer and Shore agree upon the conclusion of a contract pursuant to these General Terms and Conditions by submitting an offer and declaration of acceptance by email or fax.
1.6. Duties in e-commerce. Section 312i (1) nos.1, 2 and 3 as well as Section 312i (1) sentence 2 BGB [German Civil Code] which stipulate certain duties of the contractor in e-commerce are herewith waived.
2. Subject matter of contract, contract amendment
2.1. Shore creates a website on behalf of the Shore customer. The contents (images, text, logo, disclaimer etc.) are made available to Shore by the Shore customer. Shore neither writes text, nor processes images or logos (graphic design), nor does Shore produce photographic material or make any such available.
2.2. Besides producing websites Shore offers the Shore customer two additional packages which are not provided free of charge (e.g. Shore Digital or Shore Digital Plus). See the order sheet or shore.com for an overview with the current specifications of the packages.
2.3. Shore is authorised to avail itself at any time and in an unlimited scope of third parties to provide its services. This applies above all for the registration, administration, and hosting of domains as well as for saving the websites and providing email accounts. Shore shall not assume any liability for the services provided by any third party.
3. Scope of services
3.1. Shore shall provide the following services depending on the requirements:
a) Design according to agreement and wishes of the Shore customer, whereby the Shore customer agrees to transmit change requests or amendments to the initial draft to Shore within 5 working days. We will endeavour to take over elements from other websites; however certain elements might be individually programmed and thus impossible for us to reproduce such exactly. We cannot guarantee that it will be possible to exactly implement customer requirements - depending on input and possibilities.
b) Shore takes over hosting of the website. If the Shore customer desires to host its own website, costs might arise.
c) Maintenance of the website
- I. Automatic maintenance of the website which is performed by Shore.
- II. Changes to contents will be performed as desired and implemented within the shortest possible period of time.
- III. The Shore customer is entitled to request design or structure changes no more than once per year, i.e. at the earliest after 12 months.
d) Up to 3 email addresses will be provided.
e) The size of the website created by Shore is limited to a maximum of 10 subpages.
f) The English texts provided by the Shore customer will be proof-read.
g) Shore websites are optimized for mobile use.
h) SEO optimizing contains the following features:
- I. OnPage SEO
- II. Search engine indexing
- III. XML sitemap
- IV. Registration at Google My Business & Google Maps, if the Shore customer is not already registered.
- V. Implementation & registration at Google Analytics
- VI. Implementation & registration at Shore Network unless the Shore customer has already been registered.
3.2. The Shore customer is aware of the fact that it has an “obligation to provide” information vis-à-vis Shore with regard to the contents for the website (photos, logos, text, design requirements, domain login data etc.) and to submit such within an appropriate time and form to Shore. Unless agreed otherwise, the term “appropriate” always means a period of five working days.
3.3 Unless stated to the contrary, Shore shall take over hosting of the website. If the Shore customer is responsible for website hosting, Shore shall not assume any guarantees with regard to backups or security.
3.5 Shore cannot ensure or guarantee any search engine positioning.
3.6 The Shore customer has no entitlement to services which are neither set forth in writing in the contract, nor laid down in the General Terms and Conditions, but were described in the price catalogue on http://shore-web.com/preis/ (examples in this context: management for Facebook pages, establishing online shops, translation to other languages or similar services).
4. Remuneration and default in payment
4.1 Fees. The Shore customer owes to Shore the costs as single payment for providing the website outlined in the order sheet and for completing the website. Furthermore, during the contract term the Shore customer owes to Shore the agreed remuneration as stated in the order sheet for the package selected as a charged service.
4.2 Payment date. The monthly base rate is due and payable in full in advance. The fee is due and payable at the end of a contract month after receipt of an appropriate bill. The single remuneration and monthly base rate is due and payable, unless any other deviating term is agreed upon, after the production of the website, and/or at the latest two weeks after concluding the contract. If Shore is responsible for a delay in creating the website, services shall be billed after completing the website.
4.3. Invoicing. Shore invoices the fees at the beginning of the contract and thereafter on the same day of the next calendar month (e.g. if the contract is concluded on 12 February, the next invoices will be issued on 12 March, 12 April etc.). If annual mode of payment is agreed upon, the service charge is billed at the latest two weeks after commencement of the contract and thereafter on an annual basis in advance. Invoicing is performed by sending an invoice as PDF to the email address stated on the order sheet.
4.5. Shore shall not be made responsible for any delay resulting from culpable conduct of the Shore customer. Billing shall take place as a rule 5 days after implementing the amendments to the first feedback loop, however at the earliest as per the commencement of the contract and at the latest 1 month after commencement of the contract. In that context it is not decisive whether the website can be reached on the Internet via the actual domain or not.
4.6 Payment. Payment of the invoice amounts shall be by means of SEPA direct debiting. The Shore customer commits itself to agree to the direct debiting system and shall grant Shore an appropriate SEPA direct debit authorisation. The appropriate payment shall be collected by means of direct debiting after invoicing, and in the case of annual payment at the beginning of each contract year.
4.7. All prices are understood plus statutory VAT (Value Added Tax).
4.8. Default in payment. If the Shore customer defaults in payment of the remuneration or a substantial part thereof or in the course of a period covering more than two calendar months defaults in payment in an amount corresponding to twice the annual service charge for one month, Shore shall be authorised to temporarily block the website after warning to take that step or to terminate the contract as per extraordinary cancellation. During the blocking period the Shore customer shall have no access to the domain and/or to the contents of the website. In this case the agreed services of the package (e.g. Shore Digital or Shore Digital Plus) shall be temporarily discontinued.
5. Contents and use of the website
5.1. The Shore customer shall be exclusively responsible for the contents of the website. The Shore customer shall ensure that it disposes of all trademarks, rights to the name and copyrights of the contents made available. Shore shall expressly refrain from taking over any liability for possible infringements of the trademark, rights to the name and copyrights of the contents. If Shore is taken to account on the grounds of illegal contents which the Shore customer makes available on its website as a third-party or non-direct causer of an impairment (e.g. with regard to refrain and desist, correction, payment of damages, etc.), in such a case the Shore customer shall be obliged to refund any and all costs incurred on the part of Shore. The Shore customer shall furthermore also be obliged to support Shore in any possible way to avert such claims. The Shore customer also commits itself to refrain from making any contents available which violate legal banks, are deemed to be immoral (in particular pornographic, racist, xenophobic, right-wing extremist or any other reprehensible contents) or violate the rights of third parties (in particular general rights of personality). The Shore customer furthermore commits itself to refrain from using its website for spam purposes.
6. Contract term, termination and provision of service
6.1. The contract shall commence on the date on which the order sheet is signed and unless nothing to the contrary is agreed upon, furthermore shall have a basic term of 12 months and shall be extended for a further 12 months (contract extension period), unless it is terminated by Shore or the service provider observing a period of one month to the end of the basic term or contract extension period.
6.2. After the termination of the contractual relationship, Shore shall no longer be obliged to provide the contractually agreed services. Shore can then delete any and all contents of the Shore customer on its server, including emails in the inboxes. It is, however, possible to transfer the domain and contents of the website (texts, images etc.) to a third-party server. In such a case, the Shore customer shall file an application in due time prior to the end of the contractual relationship for the purpose of transmitting the data. If the application is filed after a termination of the contractual relationship there shall be no further entitlement to a full transfer of the data on the part of the Shore customer. In addition thereto, Shore shall be entitled to have the domains of the Shore customer which were not transferred to a new provider deleted at the respective contracting authority after a termination of the contract. The transfer of emails and email accounts is excluded.
6.3. An exact transfer of the website and its contents is only possible if the Shore customer has acquired a license for the appropriate theme and images. The Shore customer has to take care of the transfer of the website itself. If requested, this service can be provided by Shore upon payment of a lump-sum payment.
6.4. Services can be cancelled in writing, by fax or email. Shore customers can send a cancellation by email to firstname.lastname@example.org.
7. General obligations of Shore customers
7.1. The Shore customer commits itself to comply with the general information requirements of the e-commerce business (or with the statutory obligations prevailing in the respective country of use) on its own accord. An appropriate disclaimer shall be provided prior to preparing the website. If applicable, amendments thereto shall be communicated to Shore without undue delay.
7.2. The Shore customer shall not send emails with the same content via the provider’s systems or server (so-called „spam“) without obtaining approval of the respective recipient.
7.3. The Shore customer shall solely use the design and layout for the website made available by Shore. It shall be expressly prohibited to save the website and use it on a third-party server without obtaining approval by Shore in advance.
8. Domain registration, termination, change of provider
8.1. Some of the service packages contain at least one domain. Inclusive domains refer solely to country-specific Top-Level-Domains (“TLD”) such as e.g. “.de”, “.ch” or “.com”, “.net”, in which Shore operates. Regional or generic Top-Level-Domains (“gTLD”) such as e.g. “.nrw”, “.bayern”, “.online”, “.guru“ can be used for the website produced by Shore, however, have to be acquired by the Shore customer and made available to Shore. Within the scope of procuring and/or servicing domains Shore will only function as agent between the Shore customer and the organisation which assigns the domain (“registrar”). The various different Top-Level-Domains (e.g. “.DE“) are managed by a variety of different, as a rule national organisations. Each of these organisations which assigns domains has its own terms and conditions for the registration and administration of domains. In addition thereto the applicable registration terms and provisions for the domain to be registered, e.g. in the case of DE-domains the DENIC registration terms and the DENIC registration guidelines of DENIC e.G. therefore apply. These are a constituent part of the contract. For the registration of other Top-Level domains the terms and conditions of the respective domain name registry shall apply and which Shore will send to the Shore customer by request. These can furthermore also be downloaded from the Internet at the respective domain name registry.
8.2. For the registration of the domain, Shore is obliged to state the correct and complete data of the domain owner (“registrant”) and also of the administrative contact (“Admin-C”). The technical contact is in any case Shore GmbH. Irrespective of the pertinent registration terms this includes besides the name also a valid postal address (no post box or anonymous address) as well as email address and phone number(s). In the case of amendments the Shore customer shall immediately update the data by sending a notification to Shore.
8.3. Shore reserves the right to remain the owner of the domain until the invoice has been paid. Shore has no influence on the domain registered by the respective organisation. Shore does not warrant for the fact that the domains applied for by Shore will be assigned and/or that assigned domains will be free of any third-party rights or will continue to apply. The information as to whether a certain domain is still free shall be provided by Shore on the basis of third-party data and relates to the date on which such data were obtained by Shore. The domain shall not be deemed to be assigned to the Shore customer until the domain has been registered for the Shore customer in the registrar’s database.
8.4. It is not possible to alter the domain which has been applied for once it has been registered with the respective registrar. If a domain has meanwhile been assigned to another customer before the application submitted to the registrar has been forwarded, the Shore customer is permitted to select another domain. This term shall not apply in the case of a change in provider, if the previous provider disagrees to the change. In such a case the Shore customer shall obtain a release by the previous provider or shall apply to Shore for an additional domain and shall bear the charges herefor. In so far as individual domains are terminated by the Shore customer or on the ground of binding decisions in disputes on domains, the Shore customer shall not be entitled to apply for a substitute domain free of charge.
8.5. In the case of all registered domains the Shore customer can switch to any other provider at any time if these general terms and conditions [AGB] and the respective provisions of the domain name registry are complied with, in so far as the latter offers the appropriate Top-Level Domain (e.g. “DE”) and/or supports the change of provider pursuant to the circumstances and technical specifications as required. The respective contractual relationship of one of the packages which are offered at a charge is not affected by such a switch in domain. In this respect an explicit termination is required. Any and all declarations relating to the domain, in particular, cancellation of the domain, change of provider, deletion of domain must be made in writing. If Shore is unable to agree to the change in provider (domain transfer form) of the new Shore customer in due time, because the change of provider was not initiated by the new provider or the Shore customer in a timely respect, or if the necessary prerequisites required for approval have not been fulfilled, the provider is expressly authorised to have the cancelled domain deleted by the respective domain name registry as per the date of cancellation. Shore reserves the right to approve domain transfer forms only if all undisputed outstanding claims of the Shore customer have been settled.
9. Impairment of performance
9.1. Shore endeavours to ensure a consistent availability and error-free functionality. The Shore customer, however, acknowledges that for technical reasons and on the grounds of dependency on external influences, e.g. within the scope of the telephone networks, an uninterrupted availability of the Shore websites cannot be realised and for that reason no entitlement of the Shore customer to a permanent availability of access is therefore given. Neither the entitlement to warranty claims nor the right to an extraordinary termination shall be deemed to be substantiated solely on the grounds of temporary restrictions of access. Shore reserves the right to prevent access for a timely and/or extensive period on the grounds of impeded access due to any outside influences lying beyond the control of Shore, in particular in the case of blocking the website for a temporary period for the purpose of implementing technical improvements, eliminating bugs and errors etc.
9.2. Certain system specifications are required to ensure a proper functionality of changes to the Shore websites. Shore shall not assume any responsibility for service disturbances in the use of other system configurations.
10. Trademark rights / copyrights
10.1 The customer is obliged to take over any and all legal responsibilities with regard to copyright protection, youth protection, press law and the right of publicity. Only texts and images shall be used for publication orders placed by the customers and/or made available for publication for which an appropriate right of use has been obtained and for which, if applicable, the approval of persons displayed has been obtained. The copyright and trademark for any and all work created by Shore shall remain with Shore.
10.2. The drafts, final artwork and digital data may not be modified in any way without obtaining the explicit approval by Shore, irrespective of whether with regard to the original or to the reproduction. Any reproduction – even in part – is non permissible.
10.3. Shore agrees to transfer the user rights required for the respective purpose to the customer. These are limited to the term of the contractual agreement. Unless nothing to the contrary is agreed upon, only a simple user right shall be transferred. A transfer of the user rights to third parties is non-permissible without obtaining a written agreement thereto in advance between the customer and Shore. The user rights shall not pass onto the customer until the accounts receivable have been paid in full by the customer.
10.4. Shore has the right to be mentioned as owner of the intellectual property rights in publications on the product. An infringement of the right to be mentioned as owner of the intellectual property rights shall entitle Shore to claim damages.
10.5. Shore has the right to use information which is available to the public on the website as reference for marketing and sales purposes.
11.1. Shore shall not warrant in the event of the loss of data of Shore customers or if any third parties obtain knowledge of personal data of Shore customers by unauthorised action (e.g. by a hacker).
11.2. Shore shall neither warrant in the event of data and information which the Shore customer has made available to any third party itself and which is used in an abusive way.
11.3. Shore shall not warrant for contents and activities of the Shore customers. The risk of legal permissibility of contents desired by the customer shall be borne by the customer. The customer herewith releases Shore from any and all third party claims in this respect.
11.4. Shore shall not take over any liability for loss of revenue or any other damage resulting from a functional disturbance or non-availability of a website. Unless any such relates to bodily harm, damage to life or health, other damage claims shall be excluded vis-à-vis Shore. This exclusion shall not cover damage based on any gross negligent violation of the duty of a statutory representative or vicarious agent of Shore GmbH.
11.5. Shore shall not warrant for the malfunctioning of websites, loss of data and other damage for which third parties commissioned by Shore are responsible.
12. Data protection
12.1. The contract partner agrees within the scope of the contract concluded with it that the contract data regarding its person can be saved, updated and/or deleted and that such may be forwarded to a third party as needed. This shall apply in particular to the transfer of data for the registration or amendment of a domain (Internet address).
12.2. The Shore customer is aware of the fact that the contents saved on the server can be viewed by Shore at any time from a technical viewpoint.
12.3. If the Shore customer requests Shore to collect, process and use personal data, Shore shall comply with all data provisions and data privacy laws to the greatest possible extent. Personal data (e.g. title, name, address, email address) shall only be processed by Shore pursuant to the regulations set forth in the German data privacy laws.
12.4. Data of the Shore customer. Shore shall act in so far as a purely technical service provider and shall treat the customer data as confidential. The service provider shall in so far obtain any necessary approvals, as needed, and shall provide information on data privacy. In so far as the customer data are classified as personal data, the following shall be deemed to apply: Shore agrees to process the customer data solely for the purpose of providing all contractual services on behalf of and pursuant to the instructions of the Shore customer. Shore shall take appropriate technical and organisational measures to protect its customer data. Vis-à-vis Shore the Shore customer shall remain the solely responsible party within the sense of data protection and responsible for the legitimacy of collecting, processing and utilising customer data pursuant to statutory terms and regulations, in particular pursuant to the Federal Data Protection Act [BDSG] and the German Broadcast Media Act [TMG].
13. Indemnification obligation of Shore customers
13.1. Indemnification obligation. If third parties (including public authorities) assert claims and/or legal infringements against Shore which are based on the assertion that the Shore customer has violated its contractual obligations, for example, by sending emails or omitting compulsory data and thus infringing data privacy law or competitive law, the following shall be deemed to apply: The Shore customer shall release Shore from such claims without undue delay, offer Shore appropriate support in defending its rights and shall exempt Shore from the costs incurred for legal defence.
13.2. Prerequisites for the indemnification obligation. Prerequisite for the indemnification obligation pursuant to Section 11.1. is that Shore informs the Shore customer without undue delay of any enforced claims, does not render any acknowledgement or similar declarations and gives the Shore customer the opportunity to conduct any and all judicial and extrajudicial negotiations, in so far as possible, and at the expense of the Shore customer, with regard to the claims.
14. Concluding terms
14.1. Partial invalidity. If any individual terms of this contract are or become invalid, this shall not affect the validity of the remaining terms and conditions. In lieu of the invalid term such a term shall apply as the parties would have reasonably agreed upon being as close as possible to the economic intent. The same shall apply in the case of a loophole. Pursuant to Section 33 (1) Federal Data Protection Act [BDSG], as well as Section 4 Teleservices Data Protection Regulation [Teledienst Datenschutz-Verordnung] reference is drawn to the fact that the data of the Shore customers are processed in a machine-readable form.
14.2. Transfer of contract. Shore is authorised to transfer the contract relationship with the Shore customer to a company which is associated with Shore pursuant to Section 15 et seq. German Stock Companies Act [Aktiengesetz]. Shore will inform the Shore customer of such a transfer in due time, at least four weeks in advance and will grant the Shore customer the opportunity by explicitly granting an extraordinary termination right to be released from the contract prior to the transfer taking effect. Shore agrees to refund any pro rata payments made in advance to the Shore customer in the event of an extraordinary termination right being exercised.
14.3. Declarations. Unless agreed otherwise, notifications and declarations can be made in writing pursuant to Section 126b German Civil Code [BGB] (e.g. by email). Shore is authorised to use the email address specified by the Shore customer on the order sheet. The Shore customer agrees to inform Shore of any changes without undue delay.
14.4. Text form. Amendments to this contract must be made in writing according to Section 126b (e.g. email, letter or fax). The same shall apply to an abandonment of the written-form requirement.
14.5. Offsetting. The Shore customer shall only be entitled to offset payments with other claims other than its contractual counterclaims from the respectively affected legal transaction or to enforce a lien, if such claim has been established as final and absolute or is undisputed by Shore.
14.6. Applicable law. Exclusively German law shall apply to this contract to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
14.7. Place of jurisdiction. If the Shore customer is a merchant, body corporate organised under public law, or a legal entity under public law, the exclusive place of jurisdiction shall be that at Shore’s address. Shore shall reserve the right to take the Shore customer to court at the registered offices of the Shore customer.
DISCLAIMER. In the event of discrepancies between the German and English versions of these Terms of Service, the German version shall prevail.