Terms of Service

(1) Ayo Technologies GmbH provides various services in the online sector.

(2) The exact subject of the contract is determined individually by the parties within the framework of a specific offer submitted by Ayo Technologies GmbH to the contractor (hereinafter referred to as the "Order").

(1) The remuneration for the services of Ayo Technologies GmbH is agreed individually by the parties within the framework of the order.

(2) Ayo Technologies GmbH bills its services at the end of each month.

(1) The client is aware that in the online sector there are mostly no exact specifications from search engine operators and portal operators, but only recommendations, hints, and guidelines are issued.

(2) The client is aware that the agreed goals depend on a variety of factors, not all of which can be influenced. In this respect, Ayo Technologies GmbH cannot assume any warranty or guarantee for a specific positioning or placement.

(1) The client is obliged to carry out all actions necessary for the proper provision of services by Ayo Technologies GmbH upon first request. Exactly which actions of the client are necessary for a proper provision of services is to be determined by Ayo Technologies GmbH on a case-by-case basis.

(2) If the client does not perform the actions demanded of them or refuses to perform them, Ayo Technologies GmbH is not obliged to provide the service for which the client's cooperative action is required. However, Ayo Technologies GmbH does not lose its claim to remuneration for the service as a result. In addition, Ayo Technologies GmbH is not liable for the damages resulting from the lack of cooperative action by the client.

(1) The client receives a factually and spatially unrestricted, temporally unlimited simple right of use to the services provided by Ayo Technologies GmbH. The right of use is not transferable.

(2) The right to edit is not granted.

(1) For certain types of orders, Ayo Technologies GmbH provides the client with hardware so that the client can use the offered service.

(2) The hardware is provided to the client on loan for the term of the contract and remains the property of Ayo Technologies GmbH. After the end of the contract term, the client must return the hardware that is no longer required to Ayo Technologies GmbH within 30 days. If the hardware is not received by Ayo Technologies GmbH in time, Ayo Technologies GmbH will invoice the client for the goods value of the hardware.

(3) Ayo Technologies GmbH sends the hardware to the client by post. The client must set up and install the hardware independently. To ensure proper installation, the client receives written instructions. The client must strictly adhere to these instructions. If the client does not adhere to these instructions and the provision of the service is thereby disrupted or made impossible, Ayo Technologies GmbH bears no responsibility whatsoever.

(1) Since there are no exact specifications on the part of the search engine operators and portal operators, there is a very low probability that individual measures taken by Ayo Technologies GmbH could lead to the exclusion of the client from the respective internet platform of the portal operator. Liability of Ayo Technologies GmbH in these cases is excluded, unless the exclusion is based on a culpable, objectively faulty performance by Ayo Technologies GmbH.

(2) Ayo Technologies GmbH maintains a constantly monitored system for its service. With a properly running system, the use of the services of Ayo Technologies GmbH is guaranteed at all times. Ayo Technologies GmbH guarantees an availability of its services of 98% on an annual average. Excluded is the unavailability of the services caused by force majeure or technical reasons and not within the sphere of influence of Ayo Technologies GmbH.

(3) For damages other than those arising from injury to life, body, and health, Ayo Technologies GmbH is only liable insofar as these are based on intentional or grossly negligent action or on culpable violation of an essential contractual obligation by Ayo Technologies GmbH, its employees or its vicarious agents. This also applies to damages from the violation of obligations in contract negotiations as well as from the commission of tortious acts. Any further liability for damages is excluded.

(4) Liability is, except in the case of intentional or grossly negligent behavior, the violation of a cardinal obligation or the injury to life, body, and health by Ayo Technologies GmbH, its employees or its vicarious agents, limited to the damages typically foreseeable at the conclusion of the contract and otherwise limited in amount to the average damages typical for the contract. This also applies to indirect damages, in particular lost profits.

(5) The provisions of the Product Liability Act remain unaffected.

(1) Ayo Technologies GmbH undertakes to keep all information, data, and documents of the client that become known to it verbally, in writing, or electronically within the scope of the activity (confidential information) secret, in particular not to disclose them to third parties and to treat them confidentially with the care of a prudent businessman. Confidential information may only be passed on to third parties after explicit written consent by the client.

(2) Ayo Technologies GmbH is further obliged to use the confidential information only for the purposes of the cooperation.

(3) Should Ayo Technologies GmbH be legally forced (e.g., by legal obligation, judicial or official order) to disclose confidential information to third parties, Ayo Technologies GmbH must inform the client immediately in writing.

(4) Ayo Technologies GmbH is obliged to properly store all information and documents provided to it within the scope of this order and to ensure that third parties cannot view them.

(1) The contract is concluded for an indefinite period and can be terminated by either party at any time.

(2) The exact contract term and the notice periods result from the individually agreed order.

(1) The client has the option of offering the services of Ayo Technologies GmbH to their own customers in the form of a so-called whitelabel. In such a case, the client acts as the provider of the service in relation to their customers. Ayo Technologies GmbH does not conclude a contract with the client's customer, but merely acts as a subcontractor for the contractor in relation to their customer. It is solely the responsibility of the client to comply with all legal regulations (in particular competition law, data protection law) in relation to their customer.

(2) If the client desires such a whitelabel relationship, this requires an explicit, separate agreement between the client and Ayo Technologies GmbH.

(3) For the whitelabel contract, a separate fee is charged in addition to the remuneration regulated in § 4. The parties individually agree on the exact amount within the framework of the order.

(4) Deviating from § 7, the client is entitled to grant their own customers the corresponding simple rights of use for a limited period until the end of the contract between the client and Ayo Technologies GmbH.

(5) Deviating from § 8, the client is entitled to provide the sent hardware on loan to their own customers. Upon request, Ayo Technologies GmbH will send the hardware directly to the client's customer.

(6) Should there be an infringement of rights or damage caused by the client's customer, the client is fully liable to Ayo Technologies GmbH for this behavior.

(1) The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods. Mandatory provisions of the state in which the client has their habitual residence remain unaffected.

(2) The place of jurisdiction for disputes arising from the contract is the registered office of Ayo Technologies GmbH, provided the client is a merchant, a legal entity under public law, or a special fund under public law.