Terms and Conditions: Incepto Digital Solutions LLC
Incepto Terms and Conditions
A. Conclusion of Contract
Contracts with Incepto Digital Solutions LLC, 47A Ganja avenue, AZ1126 Baku ("hereinafter also referred to as "Incepto" or "We" or "Service Provider") and its subsidiaries are subject exclusively to these Terms and Conditions. Deviating regulations in the general terms and conditions of the customer/client are therefore expressly excluded.
B. Scope of services and warranty
((1) Incepto offers online marketing services. This includes creation, adaptation and maintenance of websites, online marketing services in the area of search engine optimization and search engine marketing, Incepto Local & Incepto Local Host, Google ads, Facebook ads, Instagram ads, social media campaigns.
The scope of the services to be provided by Incepto shall derive exclusively from the order confirmation or from the contract and/or individual agreements made in writing. In this regard, Incepto is entitled to provide the services directly or by involving third parties, or to make use of existing services provided by third parties. In case of doubt, the respective conditions of the publication of the website of Incepto at https://www.inceptosolutions.com apply.
(2) Incepto does not guarantee that the commissioned services will achieve the advertising and/or communicative successes pursued by the customer (e.g. increase in awareness, reach, "clicks", "likes", ratings, calls, etc.), economic or other goals (e.g. increase in sales, turnover, conversion rate). This does not apply only if Incepto has assured the achievement of a specific success or goal in writing. Incepto is in no case obliged to verify whether the agreed contractual service is suitable to achieve the pursued successes or goals. Incepto is not liable for the actual and complete publication, the findability and a certain placement or order of the customer's homepage and/or advertising content in search engine results, hit lists, on Internet pages and other advertising media, for the technically flawless delivery of the advertising to the Internet pages and advertising spaces by the respective operator of the advertising medium, service provider or its vicarious agents. Express reference is made to the fact that the scope of services - due to changes of the included third party providers - may change. In the case of relevant disadvantageous and documented changes, the customer/client is entitled to a reduction - after notifying Incepto accordingly - if and to the extent that compensation cannot be achieved otherwise.
C. In Detail:
1.1 These Terms and Conditions can also be viewed at any time on Incepto's website at https://www.inceptosolutions.com. Unless otherwise expressly agreed in writing, they form the basis of all offers, contracts, deliveries and services concluded between Incepto and its customers (hereinafter also referred to as the Customer or Client) with regard to the contractual service.
1.2 If requested by the Customer, all documents will be (also) sent to the Customer prior to the conclusion of the contract.
1.3 These terms and conditions shall be deemed accepted at the latest upon acceptance of the offer, countersignature of the contract, ordering of the service by telephone, commencement of service provision, receipt of the service and/or acceptance of the service, unless otherwise agreed.
1.4 Our terms and conditions for offers, deliveries and services shall apply exclusively. We do not recognize any terms and conditions of the Customer that conflict with or deviate from our terms and conditions, unless we have expressly agreed to their validity in writing.
1.5 Scope of application
1.5.1 These terms and conditions apply only to commercial entities (businesses) (Azerbaijani Civil Code), to whom the offer is directed exclusively.
1.5.2 By concluding the contract, the Customer simultaneously declares its commercial activity in the aforementioned sense.
1.6 Right of revocation
Due to the fact that the Customer is a commercial entity (business), the Customer has no right of revocation, unless anything to the contrary is stipulated in the order confirmation.
1.7 These Terms and Conditions shall also apply to all future transactions with the Client. For subsequent transactions with registered traders and legal entities under public law, these Terms and Conditions shall also apply even if they are not expressly and again included in the conclusion of the contract in each case.
1.8 If an amendment to these Terms and Conditions is planned by the Service Provider, the Customer shall be informed in writing by mail or e-mail of any desired changes. The changes shall be deemed approved if the Customer does not object within 2 weeks by mail or e-mail. If the Customer objects to the requested changes, the Service Provider's requests for changes shall be deemed to have been rejected. The contractual relationship shall thereupon be continued without the change under the original conditions. The right of both parties to terminate the contract remains unaffected.
2. Offers, Performance and Scope; Changes to the Terms of the Contract.
2.1 All offers made by Incepto (brochures, advertising materials, offers made by telephone, etc.) are subject to change and non-binding. Only a written order confirmation or the cases listed under 2.2 shall constitute a contract. Incepto expressly informs that it (also) uses third parties for the provision of the service on the basis of corresponding separate contractual relationships.
2.2 A contract with the Client is only concluded by written order confirmation by Incepto or by sending the invoice or by using the service or by otherwise starting the performance of the service.
2.3 If the Client desires additional services, a new contract must be concluded or the existing contract must be expanded; the latter must always be in writing, expressly also in electronic form.
2.4 For the cases listed in 2.2, a service contract is concluded between Incepto and the Client.
2.4.1 The object of the order is merely the performance of the agreed service but not a specific success.
2.5 Incepto is not required to accept subsequent changes or extensions to the original order. This applies only on the basis of supplementary agreements to be confirmed in writing.
2.6 Insofar as Incepto also provides services or performances free of charge, these may be stopped at any time. This does not give a rise to a claim for reduction, reimbursement or damages.
2.7 Incepto is entitled to use carefully selected and, as far as possible, supervised vicarious agents for the fulfillment of contractual obligations in whole or in part. Insofar as this occurs, these vicarious agents do not become contractual partners of the Client as a matter of principle, unless otherwise expressly agreed. It is possible that the involved/commissioned service providers vary or even limit the range of services. In this case, the parties to this contract will agree on an adjustment and, if necessary, reductions of the agreed remuneration (see also B.2. above)
2.7.1 Incepto is entitled to change the contractual terms and conditions for digital products after conclusion of the contract, insofar as this does not considerably affect material provisions of the contractual relationship and this is necessary to adapt to (technical) developments that were not foreseeable at the time of conclusion of the contract and whose non-consideration would significantly affect the balance of the contractual relationship. Material provisions include, in particular, those relating to the type and scope of the contractually agreed services, the term and termination. Furthermore, adjustments or additions may be made insofar as this is necessary to eliminate loopholes that have arisen after conclusion of the contract. This may be the case in particular if jurisprudence changes and one or more clauses of these terms and conditions are affected. Technical changes to the third-party providers/performance agents engaged or restrictions or adjustments to the range of services shall also be considered.
2.7.2 The Customer shall be notified in writing of any changes to these terms and conditions for digital products in good time before they are scheduled to take effect. The Customer shall have the right to object to the notified amendments. If the Customer does not object to the amendments in writing within four weeks of receipt of the notification of amendment, the amendments shall become effective at the scheduled time and shall become part of the contract. The Customer shall be specifically informed of this consequence in the notification of change. If the Customer objects in due time, the previous terms and conditions shall remain valid.
2.8 Google Adwords & Other Ad Placements:
2.8.1 The Client commissions Incepto with the placement and optimization of advertisements on "Google " and/or optionally other advertising platforms. In this respect, the order confirmation/agreements sent, alternatively the information on the website at the time of the conclusion of the contract, shall be of a binding nature.
2.8.2 The advertisements on "Google " shall be placed on the search results pages of Google in accordance with the search terms (keywords) specified by the Client.
2.8.3 The Client shall not incur any additional costs for advertisements (impressions) and clicks on the advertisements unless otherwise agreed.
2.8.4 If no separate vicinity or area of coverage is defined, the advertisements are placed by Incepto based on the Client's company headquarters within the radius specified in the order / confirmation form.
2.8.5 The geographic position of the Google User recognized by "Google" is decisive for determining the location. Should the location named by the client not be adjustable in "Google Adwords", the next larger location in the vicinity will be set by Incepto.
2.8.6 Incepto has no possibility to influence the ad frequency, position and selection by "Google Adwords" - except the options provided by "Google Adwords" in each case.
2.8.7 Adjustments
The Client agrees to make changes to the content and structure of the advertised pages as suggested by Incepto, provided that this can result in an improvement in the quality assessment of the advertising platforms. The Client shall bear any costs incurred in this regard.
2.8.8 Unless otherwise specified, the advertising measures on the German portals of the advertising platforms (e.g. .de domains) for desktop PCs are placed in German.
2.9 Incepto will provide the marketing measures described in the order confirmation as a service to the Client. The type and scope of the measures are generally non-binding. The quantitative target figures mentioned in the order confirmation are not binding for Incepto, but merely describe the maximum scope of the marketing measures. A success of the measures cannot be guaranteed.
2.10 Incepto expressly declares that it has no influence on the search frequency of the search terms named by the Client.
2.11 Incepto is entitled to change the ad content and search terms at any time within the scope of its optimization services. This also includes the concretization, adaptation and modification of the desired search terms, as long as the advertising goals of the Client are not fundamentally changed by this.
2.12 The advertising budget is part of the order remuneration and is finally determined individually by Incepto. Incepto reserves the right to adjust the use of the budget.
2.13 The Client may request a free monthly evaluation of the current campaigns by the Service Provider.
2.14 The Client and Incepto are bound by and agree to the respective GTC, terms of use, advertising guidelines, setting options and other guidelines and specifications of "Google Adwords" and other booked advertising platforms. In case of doubt, the guidelines are part of this contract and will also be made available upon request.
2.15 Incepto is not responsible for technical changes and restrictions of the Adwords service as well as other booked advertising platforms. The Service Provider will inform the Client about relevant changes of third parties that become known to him.
2.16 Incepto grants the Client free support for the entire term of the Contract. The Client shall only pay the telephone costs incurred for the service numbers (value-added services). The service numbers set up in each case are earmarked for a specific purpose. However, service requests can only be accepted under the phone numbers communicated for the respective purpose as well as the service times indicated on the homepage of Incepto.
2.17 The Client alone is responsible for content posted (texts, images, data, prices). The Client has the option to commission Incepto with the insertion of further advertisements.
2.18 If Incepto grants the Client discounts, guarantees in writing, these shall not apply if the Client terminates the contract within the first contract term.
2.18.1 Contracts with special termination rights are generally excluded from any guarantees.
2.18.2 The guarantee is designed in such a way that the Customer is entitled to free use of the software or the service in the sense of the elimination of the monthly usage fee for a further twelve months or is entitled to reimbursement of the setup fee in twelve monthly installments.
2.18.3 The decision in which form the service is granted back is made solely by Incepto.
2.18.4 The Client is only entitled to granted discounts or special guarantees (e.g. a special performance or money-back guarantee) if he has acted in accordance with the Contract during the entire contract period.
2.19 Partner networks (also industry portals/industry portal entries): If the Service Provider offers the Client registration in partner networks, the conditions of 2.19.1 et seq. shall apply.
2.19.1 The Client is obligated to truthfully and completely provide the data provided during registration. In the event of a change in the data collected, the Client shall immediately notify the Service Provider of such changes by means of the forms provided, or by e-mail in the event of unavailability.
2.19.2 The service includes the creation and optimization of company entries, profiles and details in online directories, yellow pages, map providers, rating sites, social networks, etc. (hereinafter referred to as Partner Networks)
2.19.3 Which partner networks are maintained by the Service Provider depends, among other things, on their respective availability, including technical availability, as well as on the industry and information provided by the Client. If the registration in one or more of the Partner Networks by the respective partner network is impossible, the service of the Service Provider for this specific partner network is considered to be completed. The Client has no right to be registered in a specific (industry) directory service, unless otherwise agreed in the order confirmation.
2.19.4 The Service Provider shall not update and maintain any profiles on the Partner Networks that already exist or have not been posted by it.
2.19.5 The respective fees for the entry and update services can be found on the homepage or in the offers. In any case, the agreements made individually with the Customer, in particular those evident in the order confirmation, shall take precedence.
2.19.6 The Customer agrees that its data may be transmitted to third parties (the partner networks or entry service providers) for the purpose of entry, unless this is contrary to mandatory legal requirements or the Customer objects to this.
2.19.7 The Client declares that all texts, images and information submitted by him are correct and that he has the necessary rights of use and that he does not infringe any personal rights.
2.19.8 The Client declares that the content provided always complies with the current jurisdiction as well as the applicable competition laws. In particular, a valid imprint and the other required information must be included.
2.19.9 The Client undertakes to check the accuracy of the data provided at least once per quarter.
2.19.10 Incepto reserves the right to reject inappropriate content as well as to remove it at any time. This applies in particular to racist, violent or pornographic content.
2.19.11 For all transmitted content, the client grants Incepto the simple, spatially unrestricted rights of use for the duration of the contractual relationship or the usage relationship plus a further 48 months, insofar as this is necessary or expedient for the fulfillment of the service. This also includes the duplication, processing and publication of the content.
2.19.12 In the event that claims are asserted against Incepto by third parties because the Client has culpably (or negligently) violated its obligations of granting rights of use, the Client shall indemnify Incepto from any liability, costs and procedural costs to the full extent and in the full amount.
2.20 Incepto Local & Incepto Local Host
2.20.1 The client authorizes Incepto to create entries in electronic business and company directories and other portals on his behalf and to maintain these. The business data to be published within the scope of the entries, their format and their placement are bindingly defined by the respective operator of the online directory. The Customer acknowledges that Incepto has no influence on this.
2.20.2 Incepto guarantees to transmit the business data communicated by the customer in full to all agreed portal operators. However, Incepto does not assume any liability for the portal operators taking over the data immediately, completely and correctly and publishing it in their directories.
2.20.3 Incepto is entitled to edit the content of the Customer's entries in order to adapt the entry to the content and technical requirements of the respective portal operator.
2.20.4 The number and selection of electronic business and company directories in which we enter and maintain entries for the Customer depends on the respective product booked. An overview of the electronic business and company directories currently maintained by us can be found at https://www.inceptosolutions.com/.
2.20.5 There is no entitlement to the publication of an entry in a particular electronic directory, in particular small, local, specialist portals with little external impact. The composition of the directories within a product may change at any time without affecting the validity of the Contract as a whole. The exchange of a directory is at our reasonable discretion. In doing so, Incepto takes into account in particular content-related, technical, financial or commercial reasons such as the distribution, topicality, target group, costs and relevance of the respective directory.
2.20.6 In case of termination of the Contract, it is possible that the information on some portals of the package will be removed either completely or partially and the profiles of the Customer on each directory will be reset to the state before the processing by the respective directories. Incepto cannot cause the data to be permanently deleted on all portals, nor is there any right to continued existence of the data/information.
3. Social Media Marketing
3.1 Incepto creates advertisements (video, image and text) for social media campaigns (e.g. Facebook ads, YouTube, Instagram) at its reasonable discretion, taking into account the Customer's business interests. An agreement or release by the Customer is not required; something else only applies if Incepto agrees binding specifications with the Customer in writing. The Customer will be informed of the content of the advertisement when it is released.
3.2 Incepto is entitled to determine the details of the respective advertising measure (campaign), in particular the target group definitions (including age, gender, place of residence, interests) at its reasonable discretion and to modify them if necessary without informing the Customer separately about this; something else only applies if we agree binding specifications with the Customer in writing. We shall use our best efforts to take into account any target group definitions communicated by the Customer in the campaign.
3.3 The Customer will receive an evaluation of the campaign as a summary at the end of the campaign. Upon request, the Customer will receive an evaluation of the campaign by email up to once a month.
3.4 If the Customer changes the ad texts, images or other settings of the campaign, we do not assume any liability for the success of the campaign and the effects on the advertising budget. The Customer will inform us immediately about the changes made by him.
3.5 The Customer shall set a specific monthly advertising budget for the placement of advertisements for the duration of the contract term or predefined time intervals. The advertising budget consists of a) the costs for the advertisements on social media platforms, such as Facebook and b) the remuneration of Incepto for the creation of the advertisements and the administration of the campaign. The amount of the remuneration depends on the volume of the advertising budget. The further details are specified in the order documents in case of doubt.
3.6 The advertisement costs for the publication of the advertisement are determined by the respective social media platforms in a price determination procedure, over which Incepto has no influence. The advertisement costs are performance-based and are only incurred if an Internet user clicks on a published advertisement of the Client or performs other performance-based actions. The agency fee is not performance-based and accrues in full each month.
3.7 The first billing month begins on the day the Contract is concluded or on the agreed date. The billing month ends on the day of the following month, which in its number precedes the day of the beginning of the period. If this day is missing in a calendar month, the billing month ends already on the last day of the following month.
4. Contract Term (Duration) and Termination
4.1 The term of the Contract (Section 7 "Start of the monthly contract term") depends on the respective package and is determined in each case by the contract concluded with the Customer. The terms vary between 12, 24, 36 and 48 months.
4.2 If the Customer does not terminate the contract within three months prior to the expiry of the contract term or prior to the expiry of the extension period, the contract shall automatically be tacitly extended by the specified 1st contract term.
4.3 This shall not apply if the subject matter of the contract is a product for which the automatic termination of the contract has been expressly agreed.
4.4 Cancellations must be made in writing. The timeliness of the termination is determined by the date of receipt by Incepto.
4.5 The Service Provider is furthermore entitled to terminate the contract unilaterally without notice for good cause.
4.5.1 In particular, exceeding the Service Provider's monthly costs for advertising services by more than 50% of the Client's monthly payment shall also be considered good cause.
4.5.2 Unilateral rejection of the contract and contract amendments restricting the service by the respective advertising platforms shall also be deemed to be good cause.
4.5.3 For the Service Provider, a reason for extraordinary termination shall also exist in particular if:
4.5.3.1 the credit report is negative
4.5.3.2 the Customer ceases to make payments, is insolvent or is in default of payment
4.5.3.3 insolvency proceedings are opened against the Customer's assets or are rejected for lack of assets
4.5.3.4 the Customer otherwise seriously breaches its contractual obligations.
4.6 Should Incepto terminate the Contract immediately for good cause, the Client, if he has made advance payments, shall receive a pro-rata refund depending on the service already provided by Incepto and the Client's advance payments.
4.7 The Service Provider reserves the right to agree on a longer notice period in connection with products for which no contract term is agreed.
4.8 The right to extraordinary termination in accordance with the contractual and statutory provisions remains unaffected. If the Customer is liable for the reason for the extraordinary termination, the Service Provider shall be entitled to liquidated damages in the amount of ¾ of the monthly basic fees that would have been payable by the Customer from the time the extraordinary termination takes effect until the next ordinary termination date. Any expenses saved shall be taken into account. The Customer shall be at liberty to prove that the Service Provider actually incurred lower damages or no damages at all. Other claims of the parties shall remain unaffected.
5. Rights of Use and Copyrights, Participation Rights
5.1 Orders placed with Incepto for programming and software development are generally copyright contracts, which are directed towards the granting of rights of use for work performances.
5.2 All source codes as well as created software are subject to copyright law, even as partial services of an overall project. The provisions of the Act on Copyright and Related Rights (UrhG) shall apply even if the level of creation required under Section 2 UrhG has not been reached.
5.3 Without the consent of Incepto, the work, including the copyright designation, may not be changed either in the original or in the reproduction. Any imitation is inadmissible.
5.4 Repetition (e.g. subsequent edition) or multiple uses (e.g. for another product) are subject to a fee: they require consent unless otherwise described in the order confirmation. The transfer of granted rights of use to third parties requires the written consent of Incepto.
5.5 Incepto is entitled to information about the scope of use.
5.6 The Customer has no claim to the transfer of raw data or source codes.
5.7 Insofar as programs or program parts are included in the scope of delivery, the Client is granted a simple right of use for these, i.e. he may neither copy them nor provide them to others for use. A multiple right of use requires a special written agreement.
5.8 In the event of a breach of these rights of use, the Client shall be liable in full for the damage incurred.
5.9 The Service Provider retains all copyrights to the software program and other documentation material as well as all graphic design elements.
5.10 Proposals and instructions of the Client for technical, design and other reasons and his other cooperation have no influence on the fee; they also do not establish a joint copyright.
5.11 By providing the Service Provider with content (text, images, data, brands and trademarks), the Client assures the Service Provider that it holds all rights for the purpose of placing advertisements on websites, advertising platforms and in business directories.
5.11.1 The Client shall indemnify the Service Provider in full and for an unlimited amount against any claims by third parties under competition law, copyright, name law, trademark law and other claims in connection with content supplied by the Client for the respective contractually booked advertisement placements.
5.11.2 The Client shall assume all costs and damages reasonably incurred by the Service Provider in this connection, in particular legal defense and court costs. Furthermore, the Client is obligated to provide the Service Provider immediately, truthfully and completely, upon first request, with all information necessary for the examination of the claims and a defense in the event that claims are asserted by third parties. The same shall apply in favor of legal representatives or vicarious agents.
5.11.3 The Client grants the Service Provider a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use the provided content for the duration of the contractual relationship or the usage relationship plus 48 months. This also includes the duplication, processing and publication of the contents.
5.12 In order to enable the proper performance of the agreed services, the Customer shall fulfill the following duties to cooperate:
5.12.1 Provision of all services that are noted accordingly in the contract components.
5.12.2 Provision of all content, data, samples, templates, logos, advertisements, motifs and banners, images, texts, films, sounds, claims, headlines, product and company-related and other information (hereinafter referred to as "Materials") required for the performance of the contract free of charge, in suitable form and quality (e.g. resolution) in accordance with the performance deadlines.
5.12.3 Obtaining declarations of consent from its employees, customers and other persons who are recorded or filmed by Incepto or our subcontractors on the occasion of the production of image and sound recordings in order to enable the use, publication and dissemination of these image and sound recordings; insofar as we provide the customer with forms for this purpose, we do not assume any liability for this.
5.12.4 Installation and commissioning of the updates, programs, scripts, plug-ins, etc. provided by us as well as the maintenance of an appropriate and proper hardware and software infrastructure. The Customer is obliged not to misuse the services provided by us.
6. Prices and Terms of Payment
6.1 The setup price is due for payment without deduction immediately after invoicing within 14 days. Otherwise, the provisions of the order confirmation or the contract shall apply.
6.2 The prices charged for the use of the explained service are partly composed of a one-time setup fee and a monthly flat-rate usage fee.
6.2.1 Depending on the selected package, the monthly flat-rate usage fee or the setup fee may be waived. Details are set out in the respective order confirmation or the respective contract.
6.2.2 The flat-rate usage fee shall be due after invoicing, at the latest upon provision of the service.
6.3 Payment of the invoice is generally made by bank transfer to a business account of Incepto or by direct debit. Further payment methods PayPal, instant transfer, credit card etc. are optionally provided.
6.4 If the Client is in default of payment, the Service Provider is entitled to charge default interest in the amount of eight percentage points above the respective base interest rate. If the Service Provider is able to prove a higher damage caused by default, the Service Provider is entitled to claim this.
6.5 The Client is only entitled to set-off rights if its counterclaims are legally established, undisputed, or recognized by the Service Provider.
6.6 The Client is entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
6.7 If work is delivered in parts or if the order extends over a longer period of time, payment on account may be agreed.
6.8 Changes made by the Client that deviate from the original order and offer will be invoiced additionally.
6.9 The prices published, offered or invoiced by the Service Provider are net prices, plus the currently valid statutory value added tax - unless otherwise stated. Discounts will not be granted and will be subsequently charged in any case.
6.10 If the Client culpably defaults on payment of a partial amount under the Contract, the entire amount still outstanding up to the end of the Contract shall become due for immediate payment.
6.10.1 In this case, the Service Provider has the right to terminate the Contract without notice before the end of the contract term.
6.11 An additional fee of EUR 10.00 shall be charged for reminders. Any costs incurred (return debit note fees or similar) will be charged to the Client.
7. Conclusion of Contract / Definition:
Start of the monthly contract term
7.1 If (exceptionally) a contractual right of revocation is granted in the order confirmation or in the contract, the contract shall be deemed concluded (conclusion of contract) after the revocation period has expired. The revocation period shall commence upon dispatch of the order confirmation or the contract. General statutory rights of revocation shall apply.
7.2 Unless otherwise stated in the order confirmation or the contract, the start of the monthly contract period shall be the date of the order confirmation or the contract.
7.3 Any postponement of the performance period and/or the start date shall not affect the start of the contract.
8. Terms of Delivery
8.1 Completion or delivery dates stated in correspondence, offers and contracts are not binding unless the binding nature has been expressly agreed in writing in the individual case.
8.2 Incepto is not liable for delays that are unavoidable in the course of careful business management, in particular not for unforeseeable delays due to force majeure, technical malfunctions such as equipment failure for which Incepto is not responsible, or labor disputes.
8.3 In all other respects, claims of the Customer shall be limited to a reduction of the agreed price commensurate with the delay or to withdrawal from the contract if the agreed service would have no value for the Customer due to special circumstances as a result of the delay, unless the delay is due to intent or gross negligence.
8.4 The general limitations of liability remain unaffected.
8.5 Incepto is entitled to partial performance in any case.
8.6 The start of the delivery period stated by Incepto is subject to the clarification of all technical issues. Furthermore, compliance with the delivery obligation presupposes the timely and proper fulfillment of the client's obligation. The defense of non-fulfillment of the contract remains reserved. If the Customer is in default of acceptance or violates other obligations to cooperate, Incepto is entitled to demand compensation for damages incurred in this respect, including any additional expenses. Further claims remain reserved.
8.7 Incepto shall be liable in accordance with the statutory provisions if, as a consequence of a delay in delivery for which Incepto is responsible, the Customer is entitled to assert that his interest in the further performance of the contract has ceased to exist. Furthermore, Incepto is liable according to the statutory provisions if the delay in delivery is based on an intentional or grossly negligent breach of contract for which Incepto is responsible.
8.8 If the delay in delivery is not due to an intentional breach of contract for which Incepto is responsible, Incepto's liability for damages shall be limited to the foreseeable, typically occurring damage.
8.9 Incepto shall also be liable in accordance with the statutory provisions insofar as the delay in delivery for which Incepto is responsible is based on the culpable breach of a material contractual obligation; in this case, however, the liability for damages shall be limited to the foreseeable, typically occurring damage.
8.10 If the shipment, or the provision, or the performance, is delayed at the request of the Customer, the risk shall pass to the Customer upon notification of readiness for shipment or readiness for provision.
8.11 The Client additionally undertakes to enter all information necessary for the product, in particular texts and images, which are necessary for the provision of the product into the system provided by Incepto within 14 days after conclusion of the Contract.
8.12 If the Client has not provided Incepto with all necessary information within the specified deadlines, Incepto is entitled to provide its service with the client's data known to it.
8.13 Subsequent changes will be charged additionally.
9. Warranty
9.1 The Client shall inspect the results submitted to it for defects within 14 days of receipt.
9.2 If the Client fails to immediately complain about obvious defects, the Service Provider's performance shall be deemed approved and warranty claims shall be excluded.
9.3 The contractual products shall be manufactured with due care. The Service Provider is only bound to a warranty of certain properties after written confirmation.
9.4 The technical data and descriptions in product information or offers alone do not constitute a warranty of certain properties.
9.5 There is no warranty that the service meets the specific requirements of the client. The Customer shall bear the sole responsibility for the selection and use as well as for the intended results. The warranty rights of the Client presuppose that the Client has properly fulfilled his obligations to inspect and give notice of defects.
9.6 Insofar as there is a defect for which the Service Provider is responsible, the Service Provider is entitled to choose between rectification of the defect or replacement delivery.
9.7 Claims for damages by the Client from positive breach of contract and from the breach of obligations in contractual negotiations are excluded, the Service Provider is not liable for lost profits, lost savings, damages from third-party claims and other indirect and consequential damages.
9.8 Claims for damages by the Client due to delay or impossibility of performance by the Service Provider are limited to the value of that part of the service that cannot be used as contractually intended due to the impossibility or delay.
9.9 The Client is solely liable for the content provided or published by the Client. The Service Provider is not liable for the content.
10. Retention of Title
Incepto reserves the right to use the delivered services until full payment of all claims arising or still arising from the business relationship with the Client, regardless of the type and legal basis. In the case of a current account, the reserved right of use shall serve as security for the balance of the account. The repossession or seizure of the reserved goods by the Service Provider does not constitute a withdrawal from the contract.
11. Data Protection
11.1 The Client hereby agrees that personal data (inventory data) and other information concerning his usage behavior (connection data) (e.g. time, number and duration of connections, access passwords, uploads and downloads) are stored by the service provider for the duration of the contractual relationship, to the extent necessary to fulfill the purpose of the contract, in particular for billing purposes. With the storage he declares his consent.
11.2 The Service Provider shall also process and use the inventory data collected for the purpose of advising its customers, for advertising and for market research for its own purposes and for the needs-based design of its services.
11.3 The Client may object to such use of his data.
11.4 Incepto undertakes to provide the Customer with complete information about the stored data stock at any time upon request, insofar as it concerns the Customer.
11.5 Incepto will neither forward this data nor the content of private messages of the Client to third parties without the Client's consent.
11.5.1 This does not apply to advertisement texts, search terms and advertising materials that the Client has provided to Incepto.
11.6 This does not apply only insofar as Incepto is legally obligated to disclose such data to third parties, in particular government agencies, or insofar as internationally recognized technical standards provide for this and the Client does not object.
11.7 Incepto expressly points out to the Client that data protection in open networks such as the Internet cannot be comprehensively guaranteed according to the current state of technology. The client is aware that Incepto, as a service provider, can view the web pages stored on the web server and possibly other client data stored there at any time from a technical point of view. The client is obliged to inform his clients that Incepto is entitled to contact them for market research purposes and to improve the offer. Other participants on the Internet may also be technically able to intervene in network security without authorization and to control message traffic. The client is therefore responsible for the security of the data he transmits to the Internet.
11. Data Protection
11.1 The Client hereby agrees that personal data (inventory data) and other information concerning his usage behavior (connection data) (e.g. time, number and duration of connections, access passwords, uploads and downloads) are stored by the service provider for the duration of the contractual relationship, to the extent necessary to fulfill the purpose of the contract, in particular for billing purposes. With the storage he declares his consent.
11.2 The Service Provider shall also process and use the inventory data collected for the purpose of advising its customers, for advertising and for market research for its own purposes and for the needs-based design of its services.
11.3 The Client may object to such use of his data.
11.4 Incepto undertakes to provide the Customer with complete information about the stored data stock at any time upon request, insofar as it concerns the Customer.
11.5 Incepto will neither forward this data nor the content of private messages of the Client to third parties without the Client's consent.
11.5.1 This does not apply to advertisement texts, search terms and advertising materials that the Client has provided to Incepto.
11.6 This does not apply only insofar as Incepto is legally obligated to disclose such data to third parties, in particular government agencies, or insofar as internationally recognized technical standards provide for this and the Client does not object.
11.7 Incepto expressly points out to the Client that data protection in open networks such as the Internet cannot be comprehensively guaranteed according to the current state of technology. The client is aware that Incepto, as a service provider, can view the web pages stored on the web server and possibly other client data stored there at any time from a technical point of view. The client is obliged to inform his clients that Incepto is entitled to contact them for market research purposes and to improve the offer. Other participants on the Internet may also be technically able to intervene in network security without authorization and to control message traffic. The client is therefore responsible for the security of the data he transmits to the Internet.
13. Applicable Law, Place of Performance, Place of Jurisdiction
All contracts and transactions between the Service Provider and the Customer are governed exclusively by Azerbaijani law, with the exception of the provisions of Azerbaijan law that refer to other law. The place of performance is the respective registered office of the Service Provider, currently Baku. The exclusive place of jurisdiction for all claims arising from and in connection with the above-mentioned contracts and transactions, including actions on checks and bills of exchange, as well as all disputes arising between the parties (the service provider and registered traders, as well as legal entities under public law) concerning the conclusion, execution or termination of the business relationship, shall be Baku, Azerbaijan; the Service Provider may also bring actions at the place of residence or business of the Client.
14. Final Provisions
14.1 In the event of a breach by the Client of one or more provisions of these General Terms and Conditions, the Service Provider shall be entitled to terminate the Contract immediately without notice.
14.2 The Service Provider is entitled to amend these General Terms and Conditions at any time. The Client will be notified of any changes in a timely manner. If the Client does not object within two weeks of dispatch, the amendments shall be deemed approved.
14.3 Should any of the above provisions of this contract be or become invalid, this shall not affect the validity of the remaining provisions. Instead, the invalid provision shall be replaced by a substitute provision that comes as close as possible to the purpose of the agreement and that the parties would have agreed to in order to achieve the same economic result if they had known that the provisions were invalid.
14.4 The Service Provider reserves the right to make changes to the Terms and Conditions and/or the Service Description(s) if and to the extent that unforeseeable developments, which the Service Provider does not cause and over which it has no influence, make this necessary and the balance of the contractual relationship existing at the time of conclusion of the Agreement is not significantly disturbed. The right to change shall not include essential provisions of the contractual relationship, such as the type and scope of the agreed product, the term of the contract and termination.
14.5 The currently valid price list can be requested from the Service Provider at any time.
Incepto Digital Solutions LLC, 47A Ganja avenue, AZ1126 Baku, Azerbaijan
