General Terms and Conditions (GTC) for the Growstruction affiliate program

Preamble

The company Growstruction (hereinafter "Growstruction") offers services in the field of business consulting and related areas (hereinafter "Growstruction services"). These services are actively advertised via Growstruction's websites and social media accounts (hereinafter "Growstruction websites"). For this purpose, Growstruction creates high-quality photo, video, text and other advertising material (hereinafter "Advertising Material"). The aim of these advertising measures is to generate contracts with customers for Growstruction services. As part of the partner program, Growstruction offers its customers the opportunity to recruit further customers via affiliate links in return for a performance-related fee (commission).

The Affiliate is a customer of Growstruction and wishes to participate in the affiliate program. Growstruction shall provide the Affiliate with advertising material and a so-called affiliate link on the basis of these GTC, which the Affiliate can place on its website and/or its social media pages (hereinafter "Affiliate Websites") so that potential customers can access the Growstruction Websites via the affiliate link and conclude contracts there. For each successful conclusion of a contract between Growstruction and a customer referred by the Affiliate, the Affiliate shall receive a performance-related remuneration (commission).

§ 1 Subject matter of the contract

1.1 The subject of these GTC is the advertising of Growstruction websites and the Growstruction services offered on them by the Affiliate using the advertising material and the Affiliate link on the Affiliate websites in return for payment of a performance-based commission.

1.2 The Affiliate is not obliged to act as a broker, but decides at its own discretion when and to what extent it advertises the Growstruction services. The present contract entitles the Affiliate to take the advertising measures described therein using the advertising material and thereby earn commissions. However, this does not imply an obligation to take action.

1.3 The provisions of §§ 652 ff. BGB shall apply additionally to the following contractual relationship.

§ 2 Rights and obligations of Growstruction

2.1 Growstruction shall provide the Affiliate with digital advertising material in the form of photos, videos and advertising texts.

2.2 Growstruction shall provide the Affiliate with a hyperlink that refers to the advertising offer of Growstruction services on the Growstruction websites ("Affiliate Link").

2.3 Growstruction will use web tracking to determine which customers are directed to the Growstruction websites on the basis of the affiliate link used by the affiliate and whether the customers there conclude a contract with Growstruction for the provision of Growstruction services.

2.4 Growstruction shall inform the Affiliate via the billing in accordance with § 4 para. 5 if a customer has concluded a contract for Growstruction services there due to a redirection to the Growstruction websites via the Affiliate Link.

2.5 Growstruction is entitled to engage other sales partners, in particular other affiliates, to advertise the Growstruction services.

§ 3 Rights and obligations of the Affiliate

3.1 The Affiliate shall integrate the Affiliate Link on the Affiliate Website in an unaltered and clearly visible form. The Affiliate Link must always be integrated in direct spatial connection with the advertising material used by the Affiliate, so that a customer can take note of the Affiliate Link at any time when viewing the advertising material and trigger it by clicking on it. The Affiliate shall ensure and check that the affiliate link is functional and that any customers are redirected to the Growstruction websites when clicking on the affiliate link.

3.2 The Affiliate shall use the advertising material provided by Growstruction only in technically and content-wise unchanged form and always with the simultaneous provision of the Affiliate Link. Advertising material and affiliate links may only be used on the affiliate websites and only by the affiliate.

3.3 The Affiliate is expressly prohibited from using the advertising material for other purposes, in particular for advertising the Affiliate's own products or the products of third parties. The advertising material may only be used online on the Affiliate websites. Offline use, for example for print or TV, is not permitted. For each individual case of culpable infringement of the obligations arising from this paragraph, the Affiliate undertakes to pay Growstruction a contractual penalty of €5,000.

3.4 The Affiliate shall ensure and guarantee to Growstruction that the Affiliate Websites on which it places the advertising material and the Affiliate Link, as well as the content provided by it on the Affiliate Websites - with the exception of the advertising material - do not violate applicable law or the rights of third parties (in particular trademark, design, copyright and/or general personal rights).

3.5 The Affiliate is - with the exception of the restriction in paragraphs 3.1-3.4 - free to design the content of the Affiliate websites. The Affiliate is also free to decide whether to place Affiliate Links on the Affiliate Websites at all. Growstruction shall have no influence on the design of the affiliate websites and shall not issue any instructions to the affiliate in this respect. Growstruction will also not check the content of the affiliate websites.

3.6 The Affiliate may only engage other sales partners to promote the Growstruction Websites with the express prior written consent of Growstruction.

3.7 The Affiliate undertakes to maintain confidentiality with regard to the knowledge gained within the framework of this contract, in particular about the business model of Growstruction and about the content and conditions of this contract. The details shall be governed by the confidentiality agreement to be concluded between the parties.

3.8 There is no exclusivity in favor of Growstruction. The Affiliate is free to participate in other affiliate programs as well.

§ 4 Remuneration

4.1 Subject to the following provisions, the Affiliate shall receive a claim to commission for all contracts for the provision of Growstruction services brokered by it during the term of the contract through the integration of the Affiliate Link on Affiliate websites, as soon as and insofar as Growstruction executes the transaction and the customer has paid (pay-per-sale).

4.2 The commission shall amount to 35% of the remuneration received by Growstruction from the contract for Growstruction services brokered by the Affiliate. The commission shall be paid as long as and insofar as the brokered contract is valid.

4.3 No commission shall be paid for repeat orders, repeat orders and follow-up orders with customers that are not attributable to renewed direct referral activity by the Affiliate through renewed use of the Affiliate Link by the customer.

4.4 The commission claim arises and is due upon conclusion of the fully effective and legally binding contract between Growstruction and the customer referred by the Affiliate. A commission claim shall not arise or shall lapse if it is established that the customer does not perform. The customer's non-performance is established in particular if the customer withdraws from the transaction with Growstruction or disputes it, insofar as Growstruction is not responsible for the withdrawal or dispute, if the customer declares the withdrawal or if Growstruction cannot reasonably be expected to take further steps to bring about the successful performance by the customer, applying the diligence of a prudent businessman. The commission claim shall also lapse in the event of non-execution of the transaction if and insofar as this is due to circumstances for which Growstruction is not responsible. In such cases, commissions already paid by Growstruction to the Affiliate shall be refunded by the Affiliate.

4.5 Growstruction shall invoice the Affiliate for the Affiliate's commission claim on a monthly basis. The statement will be issued by the 15th of the following month at the latest and will include all commissionable contracts for Growstruction services concluded in the previous month.

4.6 The contractually agreed commission shall cover the Affiliate's entire activity, including all expenses incurred by the Affiliate. There is no further claim for remuneration or compensation.

§ 5 Granting of rights

5.1 Growstruction grants the Affiliate a non-exclusive right to use the advertising material provided to it for the term of this contract. The right of use extends exclusively to the use of the advertising material by the Affiliate for Affiliate advertising on Affiliate websites on the basis of this contract. The right of use expressly does not extend to offline use of the advertising material (in particular for print media, radio or TV), online use outside affiliate websites and use of the advertising material without simultaneous provision of the affiliate link.

5.2 The Affiliate is not entitled to grant sublicenses to the right of use or to pass on the right of use to third parties. He is not authorized to edit the advertising material.

5.3 The Affiliate undertakes not to use the advertising material outside the right of use granted in the above paragraphs. For each individual case of culpable infringement of this obligation, the Affiliate undertakes to pay Growstruction a contractual penalty of €5,000.

§ 6 Term and termination

6.1 This contract is concluded for an indefinite period. It may be terminated by either party at any time with one month's notice to the end of the month.

6.2 The right to terminate the contract without notice for good cause remains unaffected.

6.3 Upon termination of the contract, the Affiliate's right to use the advertising material and the Affiliate Link shall end. He must immediately remove all advertising material and all affiliate links from the affiliate websites and cease using them.

§ 7 Liability

7.1 Claims of the Affiliate for damages are excluded. Excluded from this are claims for damages by the Affiliate arising from injury to life, limb or health or from the breach of essential contractual obligations (cardinal obligations) as well as liability for other damages based on an intentional or grossly negligent breach of duty by Growstruction, its legal representatives or vicarious agents. Essential contractual obligations are those whose fulfillment is necessary to achieve the objective of the contract.

7.2 In the event of a breach of material contractual obligations, Growstruction shall only be liable for the foreseeable damage typical of the contract if this was caused by simple negligence, unless the Affiliate's claims for damages are based on injury to life, limb or health.

7.3 The restrictions of paragraphs 7.1 and 7.2 shall also apply in favor of Growstruction's legal representatives and vicarious agents if claims are asserted directly against them.

7.4 If claims are asserted against Growstruction by third parties due to legal violations or infringements of property rights by the Affiliate on the Affiliate Sites, the Affiliate shall indemnify Growstruction against all third-party claims upon first request. This does not apply if the claims are based on the use of the advertising material by the Affiliate.

§ 8 Final provisions

8.1 This contract is subject to German law with the exception of German international private law and the UN Convention on Contracts for the International Sale of Goods (CISG).

8.2 The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Cologne.

8.3 Amendments and additions to this contract, including this Section 8 (3), must be made in writing, unless otherwise specified. There are no verbal collateral agreements.

8.4 Should any provision of this contract be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions of this contract. In place of the invalid or unenforceable provision, a provision shall be deemed to have been agreed which, as far as legally permissible, comes closest in economic terms to the original meaning and purpose of the invalid or unenforceable provision in terms of place, time, extent and scope. This applies accordingly in the event of unintended loopholes in this contract. This severability clause is not a mere reversal of the burden of proof, but conditions § 139 BGB as a whole.

Growstruction