General Terms and Conditions

for products and services of newclicks UG [haftungsbeschränkt] & Co.KG

Registered office:

Außenwall 6

47495 Rheinberg


Valid since 1 March 2018


I. Scope of application

For the entire business relationship with the customers of newclicks UG [haftungsbeschränkt] & Co KG, these General Terms and Conditions (GTC) apply. Deviating terms and conditions of the customer are only included by express or written agreement.


II Binding nature of the offer

All offers and all information on goods and prices are always subject to change. A contract is only concluded when the order is accepted.


III Terms of payment and default

Unless otherwise agreed, advance payment shall apply. Customers will receive a tax-effective invoice after receipt of payment.

The purchase price is due immediately and does not grant any discounts. Payment is only deemed to have been made when it has been received by newclicks UG [haftungsbeschränkt] & Co.KG in cash or non-cash, i.e. in the case of bank transfer according to the bank booking (the value date applies here) on a business account of newclicks UG [haftungsbeschränkt] & Co.KG, in the case of cash on delivery according to the credit note from the post office, in the case of cheque payment after your cheque has been cashed by your bank or by crediting our account (the value date applies here).

Bills of exchange or cheques shall only be accepted by agreement and only on account of performance and shall only be deemed payment after they have been honoured and finally credited. Discount and collection charges shall be borne by the customer. We accept no liability for timely presentation.

The customer shall be in default 10 days after receipt of an invoice or request for payment, even if this is made directly upon conclusion of the contract. In the case of merchants, receipt of the request for payment shall be presumed on the day of electronic dispatch or dispatch by fax, or three days after dispatch in the case of dispatch by post.

If any delay on the part of the customer lasts longer than 30 calendar days, if he allows bills of exchange or cheques to be protested or if an application is made to open insolvency proceedings against his assets, newclicks UG [haftungsbeschränkt] & Co KG is entitled to declare all claims against the customer due immediately, to withhold all deliveries and services and to assert all rights arising from reservations of ownership and/or rights of use.

The customer shall only be entitled to rights of retention insofar as the counterclaim is attributable to the same contractual relationship. Offsetting against claims of the customer is excluded, unless these claims have been legally established or recognised by newclicks UG [haftungsbeschränkt] & Co KG.


IV. Delivery and delay in delivery

The delivery date is agreed according to the expected capacity of newclicks UG [haftungsbeschränkt] & Co KG and is subject to circumstances and events beyond the control of newclicks UG [haftungsbeschränkt] & Co KG such as force majeure, operational disruptions through no fault of newclicks UG [haftungsbeschränkt] & Co KG, lack of self-supply despite sufficient precautions or unexpected strikes. Should the delivery/service be delayed by more than 12 weeks due to such circumstances, the customer may withdraw from the contract. This period shall be shortened accordingly if the customer cannot reasonably be expected to wait for special reasons.
If unforeseeable circumstances and events for which newclicks UG [haftungsbeschränkt] & Co KG is not responsible, such as force majeure, render the intended purpose for the use of a product or a development of newclicks UG [haftungsbeschränkt] & Co KG null and void, there is no subsequent possibility to withdraw from the contract.


V. Licence conditions

When purchasing or renting a licence, newclicks UG [haftungsbeschränkt] & Co KG grants the customer a personal, non-exclusive, simple right to use the software in accordance with the licence agreement and these GTC.

The use of the software intended for installation on a server by newclicks UG [haftungsbeschränkt] & Co.KG may require the registration of the Licensee (name and address) and the managed domain in the licence database of newclicks UG [haftungsbeschränkt] & Co.KG and an Internet connection for activation during installation, the installation of modules and for the installation of updates and upgrades. A registration number is required for activation, which can be issued for each licence individually, for licence packages or for the customer in general.

The licence of the software intended by newclicks UG [haftungsbeschränkt] & Co KG for installation on a server is valid, subject to the agreements or specifications in the individual case, for the administration of the specified number of websites under one Internet domain in each case, if no number is specified for the administration of one website under one Internet domain. A website in this sense is a unit of files that is made available under a specific Internet domain (second-level domain) on a server for retrieval from the Internet, intranet or a local network and server environment and that has a certain content-related context. The forwarding of other domains to the domain of the website or a corresponding link to the index file does not require an additional licence if the context of the website is maintained. The automatic forwarding of further domains to subdomains (third-level domains), subdirectories or files (with the exception of the index file in the root directory) or a corresponding link that gives the impression from the outside that there is an independent website under the other domain leads to a further website requiring a separate licence, unless otherwise agreed with newclicks UG [haftungsbeschränkt] & Co KG.

Within the scope of the authorised use, the customer is entitled to make the necessary copies. This also applies in particular to a backup copy of the installation files and standard backups of the installed files, but not to the installation on several computers for alternating use. If the licence is resold, all remaining copies must be deleted.

The customer may not remove, cover or in any other way wholly or partially suppress any notices or notes relating to copyright, patent, company, name, trademark or other brand rights from the software or from any data carriers, documentation or other documents provided.

The customer is only entitled to change or supplement the source code of the software within the scope of the provisions of the licence agreement. This does not affect the rights of the customer according to §§ 69 d, 69 e UrhG and the regulations referred to by these provisions.

newclicks UG [haftungsbeschränkt] & Co KG may terminate the right of use for good cause. Good cause includes in particular a serious breach of the limits of the right of use granted, unauthorised distribution or making copies of the software available to the public or other unauthorised distribution.

The right of use is transferable within the area in which exhaustion of the copyright occurs (§ 69 c No. 3 UrhG) if a data carrier has been sold, otherwise only with our consent or in accordance with the provisions of the licence agreement. In the event of a change of licence holder, the data of the acquirer must be communicated to the licensor by the seller in text form. The purchaser must also be given the registration number. In the case of collective registrations, the acquirer is only entitled to a new registration number if the licence could be sold individually.

Renting requires a special licence.

The download or purchase of a demo version does not lead to the acquisition of a licence in the sense of a copyright right of use. newclicks UG [haftungsbeschränkt] & Co KG only grants revocable use for test purposes within the framework of the regulations applicable to the demo version. Modifying the source code and circumventing the technical restrictions of the demo version is not permitted.


VI Retention of title

The rights of use specified in Clause V. are granted subject to the condition precedent of receipt of payment if payment is outstanding. If the customer is to commence immediate use in accordance with the agreements made or circumstances, use is only granted revocably in the sense of a licence under the law of obligations for the period until this condition is met.

If newclicks UG [haftungsbeschränkt] & Co KG asserts its claims in accordance with section VI. 1, the customer must make the data carriers on which the software is located accessible to it, send it a precise list of the existing copies, reproductions and specific uses, separate movable data carriers (sticks, CDs, etc.) for it and return them to newclicks UG [haftungsbeschränkt] & Co. etc.) for it, delete copies on immovable data carriers and destroy other copies or hand them over to it, insofar as these measures are not disproportionate to it or any third party affected and the situation caused by the infringement can be remedied in another way.

If the value of all of the rights retained by it exceeds the amount of all of its claims by more than 30%, newclicks UG [haftungsbeschränkt] & Co KG will, at its discretion, release rights at the request of the customer. If newclicks UG [haftungsbeschränkt] & Co. KG is liable for value added tax according to §§ 170 para. 2, 171 para. 2, para. 3 InsO, this limit increases to 40%.


VII Download, transfer of risk

Insofar as the software is delivered by download from the server of newclicks UG [haftungsbeschränkt] & Co KG or accesses the Internet for the activation, download of further components in the context of installation, updates or upgrades, the customer bears his telecommunication, provider and other costs incurred by Internet access.

When downloading, the risk is transferred to the customer with the transfer of the last data package belonging to the software files via the gateway of one of the upstream providers of the provider of newclicks UG [haftungsbeschränkt] & Co KG.

In the case of delivery of a data carrier, the risk is transferred to the customer when the data carrier is handed over to the transport person.


VIII. Liability

newclicks UG [haftungsbeschränkt] & Co. KG points out that, according to the current state of the art, it is not possible to create hardware and software in such a way that it works error-free in all application combinations or can be protected against manipulation by third parties. newclicks UG [haftungsbeschränkt] & Co KG does not guarantee that the hardware and software used or provided will fulfil the requirements of the customer, that it is suitable for certain applications, or that it is free of crashes, errors and viruses. newclicks UG [haftungsbeschränkt] & Co KG only warrants to the Customer that the hardware and software used or provided will essentially function in accordance with the manufacturer's specifications at the time of delivery, under normal operating conditions and with normal maintenance. newclicks UG [haftungsbeschränkt] & Co KG does not assume any warranty for known errors on the part of the manufacturer.

newclicks UG [haftungsbeschränkt] & Co. KG and its provider guarantee an availability of the Internet infrastructure of 98.5% on an annual average. Excluded from this are times in which the availability is limited due to technical or other problems that are beyond the control of newclicks UG [haftungsbeschränkt] & Co KG and its provider (force majeure, fault of third parties, etc.).

newclicks UG [haftungsbeschränkt] & Co KG is only liable to the customer for statutory or contractual liability outside of the essential contractual obligations if it can be accused of intent or gross negligence. The legal liability for injury to life, body or health, the liability according to the regulations of the Product Liability Act and the liability from guarantee promises or assumption of risk remains unaffected.

Insofar as newclicks UG [haftungsbeschränkt] & Co KG is not liable itself, the claims to which the customer is entitled vis-à-vis third parties will be assigned to the customer upon request.

Customers and operators of the software online applications provided by newclicks NewClicks [haftungsbeschränkt] & Co. KG have extensive possibilities to individualise them, to equip them with their own content and to use the numerous free settings of the applications. In this respect, the operator/user as customer acts entirely at his own risk and responsibility. newclicks [haftungsbeschränkt] & Co. KG is neither directly nor indirectly liable for any infringements by the operator/user in the event of violation of third-party rights or in the event of criminal consequences if the customer as operator/user knowingly or unknowingly misuses these free customisation options of the software online application provided to him.


IX. Data protection

(1) In accordance with Art. 13 GDPR, newclicks UG [haftungsbeschränkt] & Co. KG points out that personal data (inventory data) and other information concerning its usage behaviour (connection data) (e.g. time, number and duration of connections, access passwords, uploads and downloads) will be stored by newclicks UG [haftungsbeschränkt] & Co. KG for the duration of the contractual relationship, insofar as this is necessary for the fulfilment of the purpose of the contract, in particular for billing purposes. The customer agrees to the storage, the permissibility results from Art. 6 (1) b) and c) GDPR. newclicks UG [haftungsbeschränkt] & Co KG also processes and uses the collected inventory data to advise its customers, for advertising and market research for its own purposes and to customise its services. This data is not passed on to third parties. The customer can object to such use of his data, i.e. for advertising and market research purposes.

(2) newclicks UG [haftungsbeschränkt] & Co KG undertakes to provide the customer with complete and free information about the stored data at any time upon request, insofar as it concerns the customer. newclicks UG [haftungsbeschränkt] & Co KG will not forward this data or the content of the customer's private messages to third parties without the customer's consent. This only does not apply insofar as newclicks UG [haftungsbeschränkt] & Co KG is legally obliged to disclose such data to third parties, in particular government agencies, or insofar as internationally recognised technical standards provide for this and the customer does not object. We hereby also inform our customers of their right to rectification, erasure, restriction of processing and their right to object, as well as their right to data portability and the right to lodge a complaint with the supervisory authority. We also draw our customers' attention to their right to withdraw their consent to data processing at any time without affecting the lawfulness of processing based on consent before its withdrawal. Please send any enquiries in writing to the address given in the legal notice.

(3) newclicks UG [haftungsbeschränkt] & Co KG implements the technical and organisational measures for data protection in accordance with Art. 32 GDPR. Nevertheless, we expressly point out to the customer that the protection of data transmissions in open networks such as the Internet cannot be fully guaranteed according to the current state of the art. The customer is aware that newclicks UG [haftungsbeschränkt] & Co KG can view the website stored on the web server and possibly also other customer data stored there at any time from a technical point of view. Despite all security precautions, other Internet users may also be technically in a position to intervene in the network security without authorisation and to monitor message traffic. The customer is therefore responsible for the security of the data he transmits to the Internet.

(4) The operators of the online applications provided by newclicks [haftungsbeschränkt] & Co. KG are obliged as customers to adapt their free content and registration queries as well as the associated setting options of the applications to the legal requirements of the GDPR. newclicks [haftungsbeschränkt] & Co. KG is neither directly nor indirectly liable for any infringements by its customers or operators. Customers or operators are free to include their own data protection and participation declarations in all online applications provided by newclicks [haftungsbeschränkt] & Co. KG or declare themselves there. If he fails to do so or if this is done incorrectly or incompletely, he is fully liable for violations of the GDPR.


X. Applicable law, place of fulfilment, place of jurisdiction

German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The mandatory application of foreign consumer protection law for orders from abroad remains unaffected.

If you are a merchant within the meaning of the German Commercial Code (HGB) or are acting on behalf of such a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all claims in connection with your order is our above-mentioned registered office (Rheinberg). newclicks UG [haftungsbeschränkt] & Co KG is also entitled to take legal action at your general place of jurisdiction.