General Terms and Conditions

1. Scope

These terms apply to the use of the Adpressa software of FHC+P GmbH, Würmstraße 55, 82166 Gräfelfing (“FHC+P”), by publishers and other businesses (“Customer”). The offering is directed exclusively at business customers within the meaning of § 14 of the German Civil Code (BGB). Deviating terms of the Customer apply only if FHC+P agrees to them in writing.

2. Services

FHC+P provides Adpressa as software via the internet. The core comprises the areas listed on the product page under “Included”. The Customer books modules and add-ons in addition. The service description published on the product page at the time the contract is concluded is authoritative.

FHC+P continues to develop Adpressa. It may change functions if the agreed scope of services is essentially preserved and the change is reasonable for the Customer.

3. Setup Services

In addition to the software, FHC+P offers setup services at the Customer’s request: the migration analysis, the portal launch, and the migration and integration. The migration analysis examines the Customer’s legacy system, the data volumes, existing websites, redirects and interfaces and results in a fixed-price quote for the migration. The portal launch comprises adapting the standard layout to the Customer’s brand (logo, colors, fonts, sections), the Customer’s own domain with certificate, the legal notice and privacy policy pages of the portal, and acceptance. The migration and integration comprise the transfer of data from the legacy system, the integration of existing portals, the redirection of old addresses, and training. Setup services are separate services in addition to the software and are ordered separately. A selection on the product page or during registration is a request. An order is only concluded once FHC+P confirms it in text form.

The scope of a setup service is determined by FHC+P’s quote or by the package description published on the product page at the time of the order. Anything beyond that is a change request and will be quoted separately. The analysis, the consulting and the training are services (Dienstleistungen). The portal launch and the migration, insofar as a specific result has been agreed, are work performance under a contract for work (Werkleistungen). The quote may provide otherwise.

The Customer cooperates. It provides in good time what FHC+P needs for the service, in particular access to the legacy system and to existing websites, access to the domain and to the DNS settings, its brand (logo, colors, fonts), the sections, the texts for the legal notice and privacy policy of the portal, and a contact person who answers questions and approves interim results. It ensures that it is permitted to pass on the access credentials and data, that third-party rights, for example in legacy systems and websites, do not conflict with the service, and that its data in the legacy system has been backed up before FHC+P works with it. If the cooperation is delayed, agreed dates are postponed accordingly. The additional effort resulting from this is remunerated on a time and materials basis.

For work performance (Werkleistungen), FHC+P gives notice of completion in text form. The Customer inspects the result without undue delay, at the latest within ten business days after the notice. It describes material defects in text form, FHC+P remedies them and gives notice of completion again. Immaterial defects do not prevent acceptance. Acceptance is deemed declared if the Customer does not give notice of any material defects within the period or if it uses the result productively, for example by making the portal publicly available under its domain. FHC+P points out this consequence in the notice. The statutory provisions apply to defects; FHC+P initially has the right to subsequent performance.

The remuneration for setup services is a fixed price according to the quote or package description or is charged on a time and materials basis at the daily rate according to the quote. All amounts are net prices plus statutory VAT. Fixed prices for the migration analysis and the portal launch are, like the setup fees of the modules, distributed evenly over the first twelve months of the contract and charged together with the monthly fee, unless the quote provides otherwise. For the remainder in the event of early termination, the “Prices and Payment” section applies. The migration and integration are not covered by this: FHC+P does not state an amount for them in advance, the quote follows after the analysis, and invoicing is based on that quote. Time and materials are invoiced monthly according to the days worked. Invoices are due within 14 days without deduction.

The remuneration for the migration analysis is credited against the remuneration for the migration if the Customer orders the migration on the basis of the quote resulting from the analysis within the validity period stated in the quote. The provisions under “Liability” apply to liability for setup services.

4. Conclusion of Contract

By registering, the Customer submits an offer. The contract is concluded when the Customer confirms its email address and FHC+P activates the customer account. Modules that the Customer selects during registration or later are only deemed booked once FHC+P accepts the request. For setup services, the “Setup Services” section applies.

5. Prices and Payment

The prices that FHC+P publishes on the product page or states to the Customer in writing apply. All prices are net prices plus statutory VAT. The recurring fee (base price and modules) is charged monthly in advance. If a price is stated per year, it is divided by twelve and charged in twelve monthly installments; remaining cents are allocated to the first months.

One-time fees, in particular the setup fee of a module, are distributed evenly over the first twelve months and charged together with the monthly fee. For a module booked after the start of the contract, the twelve months begin with the booking. If the Customer terminates the contract before the end of the twelve months for good cause, the remainder of the one-time fee not yet charged becomes due, unless FHC+P is responsible for the good cause. If FHC+P terminates extraordinarily, the remainder of the one-time fee not yet charged is not due.

The prices of the setup services are governed by the “Setup Services” section. Invoices are due within 14 days without deduction.

FHC+P charges costs for AI requests that exceed an agreed quota according to the published price list. The Customer can set a monthly cap for this in Adpressa.

6. Term and Termination

The contract for the base price has a term of twelve months from activation of the customer account. It renews for a further twelve months in each case unless it is terminated in text form with three months’ notice to the end of the term. Invoicing during the term is monthly.

Modules and add-ons that the Customer books after the start of the contract run until the end of the current term of the main contract and renew with it. Their setup fee is distributed over twelve months from booking, even if the current term ends earlier. Individual modules may be terminated with the same notice period to the end of the term; termination of the main contract ends all modules together with it.

The right to terminate for good cause remains unaffected. The consequences of an extraordinary termination for one-time fees are governed by the “Prices and Payment” section. Terminations must be made in text form.

7. Obligations of the Customer

The Customer keeps its login credentials secret and assigns accounts only to authorized persons. It is responsible for the content it creates, stores and publishes with Adpressa, including the rights to texts and images as well as the consent of its readers and subscribers. It does not use Adpressa for unlawful purposes and does not interfere with its operation.

8. Artificial Intelligence

AI functions provide suggestions. The Customer decides on their use and publication. FHC+P gives no warranty that suggestions are factually correct, complete or free of third-party rights. Adpressa supports labeling obligations, in particular under the EU AI Regulation (AI Act); fulfilling them remains the responsibility of the Customer.

9. Availability and Maintenance

FHC+P endeavors to ensure high availability. Excluded are announced maintenance windows and disruptions for which FHC+P is not responsible. FHC+P announces planned maintenance in good time.

10. Customer Data

The Customer’s data remains its data. The Customer can retrieve a full export at any time. After the end of the contract, FHC+P makes the export available for a further 30 days and then deletes the data, unless there is a statutory retention obligation. Insofar as FHC+P processes personal data on behalf of the Customer, the Data Processing Agreement applies.

11. Liability

FHC+P is liable without limitation for intent and gross negligence, for injury to life, body or health, and under the German Product Liability Act (Produkthaftungsgesetz). In the case of slight negligence, it is liable only for breach of a material contractual obligation, the fulfillment of which makes the proper performance of the contract possible in the first place and on compliance with which the Customer may regularly rely. In this case, liability is limited to the foreseeable damage typical for the contract. For the loss of data, FHC+P is liable only in the amount that would have been incurred had the Customer regularly backed up its data, for example via the full export.

12. Changes to These Terms

FHC+P may change these terms with effect for the future. It gives notice of changes in text form at least six weeks before they take effect. If the Customer does not object by the time they take effect, the changes are deemed accepted. FHC+P points out this consequence in the notice. If the Customer objects, either party may terminate the contract as of the time the changes take effect.

13. Final Provisions

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The place of jurisdiction for all disputes is Munich, insofar as the Customer is a merchant (Kaufmann), a legal entity under public law or a special fund under public law. Should any provision be invalid, the remainder of the contract remains valid.