General Terms and Conditions

Version: 5 October 2026

1. Scope of Application

1.1 All deliveries, services and offers of Fox Signature Ltd., 188, Vjal Il-21 Ta’ Settembru, Naxxar, NXR 1012, Malta, registered with the Malta Business Registry under registration number C117164, including those offered via the website onlinemarkentier.de (hereinafter “we”, “us” or “our”), are made exclusively on the basis of these General Terms and Conditions. They form part of all contracts that we conclude with our contractual partners (hereinafter also “Client” or “you”) for the deliveries or services we offer. They also apply to all future deliveries, services or offers to you, even if they are not expressly agreed again.

1.2 General terms and conditions of the Client or of third parties do not apply, even if we do not expressly object to them in an individual case. Even if we refer to a letter that contains or refers to the terms and conditions of the Client or of a third party, this does not constitute consent to the application of those terms and conditions. The foregoing does not apply where we expressly agree in writing to the application of deviating terms.

1.3 We may amend these General Terms and Conditions subject to a reasonable notice period, provided that the amendment is reasonable for you. If you do not object within a reasonable period set by us, the amendment shall be deemed approved. We will point this out separately in the notice of amendment.

1.4 Supplements and amendments to the agreements made, including these General Terms and Conditions, require text form to be effective. Transmission by email satisfies the text form requirement.

1.5 Our offers and services are directed exclusively at businesses (entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB)), legal entities under public law and special funds under public law. We do not enter into contracts with consumers.

2. Offers and Conclusion of Contract

2.1 All our offers are non-binding and subject to change, unless they are expressly designated as binding or contain a specific acceptance period. We may accept orders or commissions within fourteen days of receipt.

2.2 The written contract, including these General Terms and Conditions, is solely decisive for the legal relationship between us and you. It fully reflects all agreements between the contracting parties regarding the subject matter of the contract. Oral promises made by us before the conclusion of this contract are legally non-binding – unless we begin providing services before a written contract is concluded – and oral agreements between the contracting parties are superseded by the written contract, unless it is expressly stated in them that they continue to apply. Where we begin providing services before a written contract is concluded, the provisions of these General Terms and Conditions apply in addition to the oral agreements.

2.3 Information provided by us on the subject matter of the delivery or service (e.g. performance data, dimensions and technical data) as well as representations thereof are only approximately binding, unless usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics, but descriptions or designations of the delivery or service.

3. Our Services

3.1 The scope of the individual services results from the current description of the service applicable at the time of conclusion of the contract and the contractually agreed prices.

3.2 Services to be provided by us are agreed between you and us by individual contract or by a service description.

3.3 Unless otherwise agreed in an individual case, we provide services by remote access. You shall provide and keep available the suitable systems and networks required for this at your own expense.

3.4 Where on-site services are agreed, you shall inform us in writing 90 days before any relocation of the systems for which services have been agreed. In this case, we may make the continued provision of support services dependent on the payment of increased fees or terminate the contract with immediate effect, with the outstanding fees falling due immediately up to the end of the ordinary term of the contract.

3.5 Unless otherwise agreed in the contract, we owe proper efforts in each case. The achievement of a particular result is not owed unless expressly agreed otherwise.

3.6 We expressly draw your attention to the fact that, in providing our services, we depend on the cooperation of third parties, e.g. operators of search engines, AI answer engines or pay-per-click advertising systems, over whose performance we have no influence. In this case, too, we owe only proper efforts. We cannot guarantee success, e.g. inclusion in a particular search engine, a listing at a particular position in a search results list or a mention in an AI-generated answer.

3.7 Where we provide additional services free of charge, you have no claim to their performance. We are entitled to discontinue, change or offer only against payment such services previously provided free of charge within a period of 24 hours. In this case, we will inform you without undue delay.

3.8 Unless expressly agreed with you in writing, we do not provide free technical support. Such services are provided on the basis of the price list applicable at the time of the order. Support is provided on working days via email. Unless otherwise agreed in the contract, the response time is a maximum of 48 hours. We do not provide direct support to your customers unless otherwise agreed in writing.

4. Client’s Obligations

4.1 The provision of the agreed services by us requires your cooperation. The exact scope of the cooperation obligations should be recorded in a service description. You shall cooperate with us and grant us secure access to your systems, including remote access, at the agreed times, as well as to other information and documents that we may reasonably request to fulfil our obligations.

4.2 You are obliged to provide the necessary data completely and correctly and to notify us of any changes without undue delay. This applies in particular to your name, your address details including your address for service of process, and your email address.

4.3 You undertake to retrieve and check the contents of all email inboxes that you notify to us at regular intervals. We are entitled to send you contract-related information, notices and declarations by email to the email address you provided when the contract was concluded or to any other email address you notify to us.

4.4 You are obliged to change passwords assigned to you without undue delay and to keep access data assigned to you carefully and confidential. Where third parties gain knowledge of your access data and you are responsible for this, you shall pay the costs incurred by third parties through the use of your access data.

4.5 When using our services, you are obliged to refrain from any actions that are aimed at, or evidently suitable for, impairing the security, integrity or availability of our systems.

4.6 It is your responsibility to back up your data regularly, in particular before and after changes, on systems that are not provided or operated by us. In the event of data loss, you shall restore the affected data from your backup free of charge.

4.7 Should any disruptions occur when using our services, you shall notify us of them without undue delay.

5. Prices and Payment Terms

5.1 All stated prices are net prices plus statutory value added tax, where applicable. For services to businesses established in another EU Member State where the recipient of the service is liable for the VAT (reverse charge procedure), we do not charge VAT. In this case, you are obliged to notify us of your valid VAT identification number.

5.2 Where we charge usage-independent fees for the provision of our services, these fees are due in advance for the contract term upon conclusion of the contract, unless a different billing period has been agreed.

5.3 Where we invoice usage-based fees for our services, these fees are due for payment after the end of the respective billing period. Unless otherwise agreed in an individual case, the billing period is one calendar month.

5.4 We invoice amounts due to you in writing. Invoices are generally sent electronically by email.

5.5 In contracts with an agreed term of more than six months, we are entitled to increase the agreed fees at most once per quarter. The price increase requires your consent. Your consent is deemed given if you do not object to the price increase within four weeks of receipt of the price increase notice. We will point this out separately in the notice of the price increase.

5.6 Payments are due without deduction within 14 days of the invoice date. In the event of late payment, we are entitled to charge default interest at the statutory rate.

5.7 Set-off against counterclaims of the Client or retention of payments on account of such claims is only permitted insofar as the counterclaims are undisputed or have been finally determined by a court.

6. Term and Termination

6.1 Unless otherwise agreed, contracts are concluded for an indefinite period and may be terminated by either party with four weeks’ notice to the end of a month.

6.2 The right to extraordinary termination for good cause remains unaffected.

6.3 Good cause exists in particular if:

(6.3.a) you are in default of payment of fees due and do not remedy the default within 14 days of a written reminder;

(6.3.b) you breach material obligations under the contract or these terms and do not remedy the breach within a reasonable period set;

(6.3.c) insolvency proceedings are applied for or opened over your assets;

(6.3.d) you have provided false information about yourself or your business;

(6.3.e) you behave inappropriately or disrespectfully towards us and your business conduct does not correspond to the values of respectful cooperation.

Additional note on 6.3.e: Should you suffer from choleric outbursts, be a notorious pusher or hold misanthropic views, we ask you, in the interest of both of us, not to enter into a business relationship with us.

6.4 Notices of termination require text form; transmission by email satisfies the text form requirement.

7. Suspension of Services

We are entitled to suspend services provided, in whole or in part, if you are in complete default of services due or in the event of a breach of these General Terms and Conditions, in particular of an obligation under clause 10.

8. Liability

8.1 We are liable for damages only if we or one of our vicarious agents breach an essential contractual obligation (“cardinal obligation”) in a manner that jeopardises the purpose of the contract, or if the damage is based on gross negligence or intent on the part of us or one of our vicarious agents. If a cardinal obligation is breached neither intentionally nor through gross negligence, our liability is limited to the damage that was reasonably foreseeable for us at the time of conclusion of the contract.

8.2 We are liable without limitation in the event of injury to life, body and/or health, and in the event of liability under the German Product Liability Act (Produkthaftungsgesetz).

9. Copyright

9.1 The parties retain their respective existing intellectual property rights.

9.2 We grant you a non-exclusive right of use, unlimited in time, in all work results created individually for you in accordance with the service description, provided that you have paid the full invoice amount.

9.3 In all other respects, we remain the owner of, or retain the exclusive rights to, all work results, designs, concepts, methods, analyses and models used or created by us within the scope of a service description. The same applies to know-how, techniques and other methods contributed by us. We grant you a non-exclusive right of use in these to the extent necessary for the contractual use of the work results.

9.4 Where we provide you with our own or third-party software or other protectable content, we grant you, unless otherwise provided, a simple right of use in them, limited in time to the term of the associated contract.

10. Client Content

10.1 You are responsible for all content that you transmit to us or make available for retrieval on your internet presences (“Own Content”).

10.2 You shall ensure at all times that Own Content does not violate statutory prohibitions, public morality or the rights of third parties – including trademark, name, copyright and data protection rights. In particular, you shall not publish any pornographic content or content glorifying violence.

10.3 You undertake not to send, or to have sent, any advertising by email via systems provided by us without the express consent of the respective recipient.

11. Indemnification, Contractual Penalty

11.1 You warrant that all content you provide to us is free of third-party rights or that you hold all necessary rights in it.

11.2 You shall indemnify us on first demand against all claims of third parties that are asserted against us and that are based on you not holding all necessary rights in content provided to us or on you having breached a provision of these General Terms and Conditions.

11.3 For each breach of a provision of clause 10, you promise to pay us a contractual penalty of EUR 5,000 (in words: five thousand euros).

12. Reference Lists, Right to Use a Logo

12.1 You grant us the right to include your name, your logo and a brief description of our cooperation in a customer reference list and to use them for self-promotion.

12.2 Where we carry out individual services on your website, you grant us the right to include our logo, together with our company details, in the legal notice (imprint) of your website and to link it to the website onlinemarkentier.de.

13. Data Protection

The collection, processing and use of personal data takes place exclusively in accordance with the applicable General Data Protection Regulation (GDPR) and the relevant national data protection laws. For further information, please refer to the separate privacy policy on our website.

14. Final Provisions

14.1 We are entitled to transfer this contract, with all rights and obligations, to companies affiliated with us. In particular, we are entitled to use subcontractors to fulfil our obligations. You are not entitled to assign rights and obligations under this contract.

14.2 The place of jurisdiction for all disputes arising from the business relationship between you and us shall be, at our option, Malta or the registered seat of the Client, provided that the Client is domiciled in the Federal Republic of Germany. For actions against us, Malta shall be the exclusive place of jurisdiction. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected by this provision.

14.3 The relationship between you and us is governed exclusively by the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) does not apply.

14.4 Where the contract or these General Terms and Conditions contain gaps, the legally effective provisions that the contracting parties would have agreed in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions, had they been aware of the gap, shall be deemed agreed to fill such gaps.

14.5 The version of these General Terms and Conditions in the language in which the offer or contract was concluded shall prevail. The other language version is provided for information purposes only.

Fox Signature Ltd., 188, Vjal Il-21 Ta’ Settembru, Naxxar, NXR 1012, Malta

Registration number C117164 (Malta Business Registry) – VAT ID MT33204228

info@onlinemarkentier.de