(Status: 03.11.2025)

A. General part

1. Validity of the General Terms and Conditions – Definitions

1.1 These General Terms and Conditions (GTCs) are an integral part of all offers and contracts for address deliveries and related services or other transactions of Capaneo GmbH, Leinfelden (“Capaneo”) with customers. In the event of contradictions between these GTC and the content of an offer individually agreed with the customer or an order confirmation, the provisions of the offer or the order confirmation shall take precedence.

1.2. Capaneo generally provides its services in Leinfelden-Echterdingen, Germany at Capaneo’s offices.

1.3. The GTCs apply exclusively to transactions with entrepreneurs within the meaning of § 14 BGB.

1.4. Deviating or conflicting general terms and conditions of the customer shall only apply if Capaneo expressly agrees to their validity in text form. The provision of services without objection does not constitute implied consent.

1.5. These General Terms and Conditions shall also apply to all future business relationships with the customer, provided that they are expressly referred to again when the contract is concluded.

1.6 The following definitions apply in these GTC, unless otherwise stated in the respective context or in a separate provision:

“Address data” or “address databases” refers to structured data records that contain postal or electronic address information and, where applicable, additional characteristics (e.g. sector, function, company size) for natural or legal persons.

“Address supply contract” means the contract concluded between the customer and Capaneo or – in the case of address brokerage – between the customer and a third-party supplier for the use of address data.

“Third-party supplier” is an external data provider from whom Capaneo obtains address data and makes it available to the customer for use in its own name or in the name of a third party.

“Single use” is the one-off implementation of an address-based measure (e.g. mailing or telephone campaign) in which the addresses and other data supplied are used. Any further storage, reuse or evaluation is considered multiple use.

“Customer” refers exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) with whom Capaneo concludes address procurement contracts.

“Misuse” occurs when address data is used multiple times, stored permanently or passed on to third parties without a corresponding contractual basis.

“Personal data” within the meaning of these GTC are those within the meaning of Art. 4 No. 1 GDPR, insofar as they are contained in the address data provided.

“Returns” are address data records returned by post or digitally as undeliverable.

1.7. Insofar as terms are used in these GTC that are also defined in the General Data Protection Regulation (GDPR) – in particular “personal data” “processing” “controller” “processor” “data subject” and/or “consent” – the definitions pursuant to Art. 4 GDPR as amended from time to time shall apply.

2. Contract conclusion

2.1 Unless otherwise stipulated in our offers, Capaneo’s offers are non-binding. A contract is concluded with the confirmation of the order (order confirmation) by Capaneo, but at the latest with the provision of the service.

3. Prices

3.1 The address quantities stated in our offers may still change slightly after confirmation of the order due to constant additions and withdrawals up to the time of delivery. The number of addresses actually delivered is calculated. If a minimum order value has been agreed, this shall constitute the lower price limit.

3.2. Unless otherwise agreed, price increases are permissible up to a maximum of 5% in the case of continuing obligations, for the first time after the expiry of a twelve-month contract term and then once every twelve months at the most. They shall be notified to the customer at least 6 weeks before they come into force. If the customer does not agree to price increases and these amount to more than 5% on the basis of the last price level, the user may terminate the respective individual agreement within a period of 6 weeks from notification of the planned increase with a notice period of 4 weeks to the end of the month. During the remaining term, the conditions prior to the increase continue to apply unchanged.

3.3. All our prices are net prices plus sales tax at the applicable rate.

3.4. Invoices and partial invoices from Capaneo are payable immediately upon receipt of the invoice without deduction, unless otherwise agreed. If the user is in default with the payment of the remuneration, Capaneo is entitled to demand default interest in the amount of 9% above the respective base interest rate. The assertion of further damages is not excluded.

3.5. Capaneo is entitled to assign all payment claims arising from this contract to a collection agency for the purpose of collection in its own name.

3.6. Objections to an invoice from Capaneo must be raised by the customer in text form (e.g. by e-mail to fi@capaneo .de) within 28 calendar days of receipt of the invoice. After expiry of this period, the invoice is deemed to have been approved, provided that Capaneo has expressly informed the customer of this period and the consequences of a failure to object in a prominent manner in the respective invoice. Legal claims of the customer in the event of justified complaints remain unaffected.

3.7. Offsetting with counterclaims of the customer is only permitted if these counterclaims are not disputed by us or if they have been legally established.

4. Rights and obligations of the customer in case of defects

4.1. The customer is solely responsible for the devices he uses (hardware and software) and their suitability for data transmission. Failure of its equipment does not release from the obligation to pay.

4.2. The customer is obligated to provide all cooperation necessary for the receipt of services in a timely manner.

4.3. The customer bears the risk of loss of data on the transmission path to the application.

4.4. In the event of defects in the services purchased, the customer must first set Capaneo a reasonable deadline for subsequent performance before asserting a right of reduction or withdrawal. The setting of a time limit shall be dispensable if the exercise of warranty rights without setting a time limit for subsequent performance is permissible under statutory provisions. Capaneo is entitled, at its own discretion, to provide subsequent performance by repair or replacement or a combination thereof.

4.5. The customer is obliged to inspect the purchased services for obvious defects immediately after provision and to notify Capaneo of such defects in text form immediately, but at the latest within 10 calendar days after provision. Hidden defects must be reported in text form immediately after their discovery, but at the latest within 10 calendar days of discovery. If a defect is not reported in due time, the services shall be deemed approved in accordance with § 377 HGB. Delayed notification leads to the exclusion of warranty rights with regard to the defect concerned, unless Capaneo has fraudulently concealed the defect.

4.6 Insofar as Capaneo processes data substances of the customer, the customer is responsible for ensuring that all data substances collected by him were collected with a legally impeccable consent for advertising, which is necessary to enable the use of the data substances agreed with Capaneo and assumed. Capaneo is entitled to demand proof of a random check of the submission of declarations of consent from the customer within a reasonable period of time.

5. Exemption

5.1. Should a claim be made against Capaneo by third parties due to an infringement of rights by the customer of any kind, the customer shall indemnify Capaneo against such claims upon first request and undertakes to bear all costs arising therefrom (in particular lawyer’s fees, court costs and expert costs) upon first request by Capaneo or – at Capaneo’s discretion – to reimburse Capaneo. In particular, this also includes costs in connection with a reasonable defense against such claims.

6. Liability

6.1. Capaneo warrants that the purchased services have the agreed quality and are not afflicted with defects that nullify or significantly reduce the value or suitability for normal use or the use assumed under the contract. Capaneo also warrants that the customer’s agreed right of use is not encumbered with third-party rights.

6.2. Capaneo is not liable for the functionality of the data lines to its server, in the event of power failures or for service restrictions or service failures due to force majeure or events that regularly make performance significantly more difficult or impossible. These include, in particular, strikes, lockouts, official orders, the failure of communications networks and gateways of other operators, disruptions in the area of the respective line provider, and disruptions that lie in the area of risk of other network providers.

6.3. Capaneo compiles the address data provided with the careful research, selection and ongoing updating customary in the industry. However, due to the natural fluctuation within the respective target groups and the constantly changing data situation, Capaneo cannot guarantee that all addresses are correct, complete or up-to-date and complete for every industry or target group at the time of delivery. Similarly, no guarantee can be given for the accuracy of the content of all additional information.

6.4. The address data is obtained, among other things, from generally accessible sources, publicly accessible directories and from voluntary information provided by third parties – in particular in the context of surveys. Capaneo can therefore not ensure that the respective addressee continues to fulfill or has ever actually fulfilled the transmitted information.

6.5. Returns due to undeliverable addresses (returns) cannot be completely avoided for the aforementioned reasons and do not constitute a defect within the meaning of warranty law. Such unavoidable returns shall not be remunerated or reimbursed unless this has been expressly agreed individually. In the case of services within the scope of address brokerage in accordance with Section C, the special provisions therein shall apply with priority.

6.6. In the event of slight negligence on the part of Capaneo, its legal representative or a vicarious agent, Capaneo’s liability shall be limited to the breach of material contractual obligations (cardinal obligations) and to the typically foreseeable, direct damage. Material contractual obligations are, in the abstract, obligations whose fulfillment is essential for the proper performance of the contract and on whose fulfillment the customer could regularly rely. Otherwise, Capaneo’s liability for slight negligence is excluded.

6.7. All contractual warranty claims and claims for damages against Capaneo shall become time-barred after 12 months from the time they arise.

6.8. Notwithstanding the provisions under this sec. 6. Capaneo is liable without limitation for damages resulting from injury to life, body or health, which are based on an intentional or grossly negligent breach of duty by Capaneo or its legal representative or a vicarious agent.

7. Capaneo’s data protection and control rights

7.1. If Capaneo’s services contain personal data, Capaneo will only transmit this data if there is at least one legal basis for the data processing.

7.2. The customer undertakes to process personal data in the services provided by Capaneo only if there is a legal basis for the use. Before delivery of the agreed services and during the contractual relationship, Capaneo randomly checks the existence of a corresponding legal basis with the customer and is entitled to refuse the service if there is no sufficient legal basis for the purchase of the respective service. For this purpose, the customer must keep suitable records of the legal basis of his data processing in the services purchased from Capaneo for at least 12 months after delivery of the purchased services and make them available to Capaneo on request.

7.3. Objections by data subjects to the customer with regard to individual address data or other personal data in the services purchased from Capaneo must be observed by the customer within the statutory time limits. In the case of global objections by data subjects, the customer must report such objections to Capaneo immediately upon receipt of the objection concerned.

7.4 Capaneo recommends the customer to check the individual address data in the services purchased from Capaneo against the DDV Robinson list (www.ichhabediewahl.de) before using them for advertising purposes, in order to be able to observe any blocking of data subjects.

7.5 Personal data in the services purchased from Capaneo must be deleted by the customer immediately after the end of the contract term, at the latest within 14 days, and a confirmation of the deletion must be sent to Capaneo in text form without being requested to do so.

7.6 When using the services purchased from Capaneo for advertising purposes, the customer must ensure that data subjects are informed in an appropriate manner of their right to object to the processing of their personal data. In addition, the information obligations pursuant to Art. 14 GDPR must be properly fulfilled insofar as personal data is involved that was not collected from the data subject himself. This information must be provided in the advertising communication with the data subjects either in accordance with the text templates provided by Capaneo or in coordination with Capaneo.

7.7 In the event that personal data is used multiple times by the customer, Capaneo fulfills its notification obligation under Art. 19 GDPR regarding subsequent corrections or deletions of personal data or a restriction of processing in accordance with Art. 16 GDPR, Art. 17 para. 1 GDPR and Art. 18 GDPR by updating the personal data obtained. The customer shall observe such updates immediately upon delivery.

7.8. Capaneo also processes the customer’s personal data in compliance with relevant laws, in particular the EU General Data Protection Regulation (GDPR). Further information on the handling of personal information can be found at https://capaneo.de/datenschutz/.

8. Subcontractor

8.1 Unless expressly agreed otherwise or permitted by law without the express consent of the customer, Capaneo is entitled to commission subcontractors with the complete or partial provision of the agreed services.

B. Business data – use of addresses; prohibition of multiple use

1.1. Our business address data is protected by the database manufacturer in accordance with the law. § 87b ff. UrhG. They may only be used to the extent agreed with us.

1.2. Unless otherwise agreed when the order is placed, all address data supplied by Capaneo is intended exclusively for one-off advertising use by the customer. Any use beyond this – in particular multiple use, permanent storage or disclosure to third parties – is not permitted and is considered improper use of the data within the meaning of Clause 2. 8.3.

Individualized control addresses are generated for each address delivery and integrated into the data to check for misuse. Proof of an infringement can be provided by presenting such a control address. In this case, the customer bears the burden of presentation and proof of lawful use.

1.3. For each proven case of misuse of the address data supplied by Capaneo by the customer – in particular in the case of unagreed multiple use or disclosure to third parties – the customer undertakes to pay a contractual penalty. The amount of the contractual penalty is up to ten times the net price of the address order from which the misused address originates. The specific amount will be determined by Capaneo at its reasonable discretion and, in the event of a dispute, will be subject to judicial review for reasonableness.

Any contractual penalty paid shall be offset against any claims for damages. Further statutory or contractual claims of Capaneo remain unaffected.

C. Supplementary terms and conditions for address brokerage

The following terms and conditions apply in addition to our General Terms and Conditions in the event that Capaneo provides the customer with address lists of a third-party address owner (third-party supplier).

1. Address broker

1.1. Unless otherwise expressly stipulated in the order confirmation, Capaneo shall provide the customer with address data in the name and for the account of a third-party supplier. In this case, the address delivery contract is concluded exclusively between the customer and the third-party supplier. Capaneo is neither a contractual partner nor does it provide its own guarantee for the brokered data. Capaneo is only liable in the event of its own breach of duty, in particular in the selection of the third-party supplier or the brokerage activity (cf. Sections 6.1, 6.2).
1.2. If, however, the contract for the use of the address data is concluded by Capaneo itself with the customer or if the billing is carried out via Capaneo, Capaneo acts as the contractual partner. In this case, Capaneo is liable for the proper performance of the assumed service obligations (see Section 6.1). Insofar as Capaneo merely forwards address data or relies on information from a third-party supplier without checking or processing the content, the restrictions in sections 6.3 to 6.5 also apply.

1.3. In all cases, Capaneo shall not be liable for defects in the content of the address data supplied that are based solely on incorrect, outdated or incomplete information provided by the third-party supplier, unless Capaneo has selected the data source incorrectly due to gross negligence or willful misconduct or has failed to identify obvious errors.

1.4. The customer acknowledges that the address delivery contract – subject to deviating provisions in the order confirmation – is concluded either with the respective third-party supplier or with Capaneo, depending on the circumstances. If the contract is fulfilled by the third-party supplier, its contractual provisions shall apply exclusively. In the case of a contract with Capaneo, the liability regulations according to para. 6.

2. acceptance by the third-party supplier

2.1 If Capaneo submits address offers on behalf of a third-party supplier, these are subject to change and require express acceptance by the respective third-party supplier. The third-party supplier shall be entitled to refuse acceptance of an order without stating reasons or to make it dependent on the fulfillment of additional conditions – in particular the prior submission of a sample of the advertising material with which the addresses supplied are to be used.

3. Copyright – Right of use

3.1 The address data supplied is subject to database producer rights pursuant to Section 87b UrhG. The data shall remain the property of the respective third-party supplier and shall be leased to the customer – subject to any deviating provision in the order confirmation – for one-off advertising use to the contractually agreed extent.

3.2 Any use beyond the one-time use – in particular multiple use, permanent storage or transfer to third parties – is only permitted on the basis of a separate written permanent use agreement with the third-party supplier. To protect against unauthorized use, individualized control addresses are inserted into the address data supplied. Misuse can be proven by presenting such a control address

3.3 The processing and use of the rented address data may only take place in compliance with the applicable data protection regulations – in particular the General Data Protection Regulation (GDPR). The customer is responsible for complying with data protection requirements when using the data for advertising purposes.

4. Contractual penalty

4.1 If the customer breaches the restrictions on use set out in this subsection – in particular through unauthorized multiple use, disclosure or unauthorized use of the leased address data – the customer shall be obliged to pay a contractual penalty.

The contractual penalty shall be up to ten times the net invoice amount of the address order from which the address used in breach of contract originates. If several orders were delivered or commissioned together, the contractual penalty may be based on the total amount of this delivery.

The specific amount of the contractual penalty shall be determined by Capaneo at its reasonable discretion, taking into account the type, scope and severity of the infringement; in the event of a dispute, the appropriateness of the penalty may be reviewed by a court. Any contractual penalty paid shall be offset against any claim for damages. Further claims of Capaneo or the third party supplier remain unaffected.

5. Returns

5.1 Due to the natural fluctuation within the respective address groups – in particular due to relocations, business closures or incorrect information provided by third parties – addresses that cannot be delivered by post (returns) cannot be completely avoided, even with careful data maintenance.

5.2. Such returns shall not be deemed to be a defect in the delivered service, provided that the delivery was made within the scope of the contractually agreed data quality. No compensation or reimbursement shall be made for returns.

5.3. Any deviating regulations on returns compensation require an express written agreement with Capaneo or – in the case of direct delivery – with the respective third-party supplier.

D. Supplementary Terms and Conditions for Data Matching with Databases of Deutsche Post Adress GmbH &Co. KG

In the event that Capaneo performs data reconciliation services for its customers using the products of Deutsche Post Adress GmbH & Co. KG, such services are provided in the name and on behalf of Deutsche Post Adress GmbH & Co. Otherwise, the General Terms and Conditions (GTC) of Deutsche Post Adress GmbH & Co. KG, as amended from time to time, shall apply exclusively. All GTC are available in full as a PDF download at www.postadress.de/agb. If it is not possible to download the GTC, they can also be requested in writing, by e-mail (info@postadress.de) or by telephone on 05241/ 5393-0.

E. Final provisions

1.1 Capaneo is entitled to refer to its cooperation with clients in its reference list or when Capaneo participates in third-party project tenders, unless otherwise agreed in individual cases.

1.2 Further project references and their use for Capaneo’s marketing are only permitted with the customer’s prior consent.

2.1 German law shall apply exclusively. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. The place of performance for all contractual services is Stuttgart. If the customer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from and in connection with this contract shall be Stuttgart. Mandatory exclusive places of jurisdiction remain unaffected.

(Status: 03.11.2025)

1. General

1.1. These General Terms and Conditions (GTCs) are an integral part of all offers and contracts for services in connection with the software solution “universal data orchestration platform” – udo (hereinafter “the services”) of Capaneo GmbH, Leinfelden (“Capaneo “) with customers. In the event of contradictions between these GTC and the content of an offer individually agreed with the customer or an order confirmation, the provisions of the offer or the order confirmation shall take precedence.

1.2. Capaneo generally provides its services in Leinfelden-Echterdingen, Germany at Capaneo’s offices.

1.3. The GTCs apply exclusively to transactions with entrepreneurs within the meaning of § 14 BGB.

1.4. Deviating or conflicting general terms and conditions of the customer shall only apply if Capaneo expressly agrees to their validity in text form. The provision of services without objection does not constitute implied consent.

1.5. These General Terms and Conditions shall also apply to all future business relations with the customer, provided that they are expressly referred to again when the contract is concluded.

1.6 The applicable license and usage concept of Capaneo – including platform usage categories, data volumes and associated price models – is available at https://capaneo.de/udo/lizenzmodell. It becomes part of the contract unless a deviating individual agreement has been made or a deviating platform usage category is documented in the offer or order confirmation.

2. Definitions

2.1 The following definitions apply in these GTC, unless otherwise stated in the respective context or in a separate provision:

“Acceptable services” are contractually owed services or partial services whose contractual performance is objectively verifiable, in particular configured modules, interfaces, data structures, workflows or comparable functional components, and which are subject to acceptance expressly or according to the content of the contract.

“Application” or“udo” means the universal data orchestration platform provided by Capaneo in the contractually agreed form, as it results from the offer, the service description, a documented change request and the platform usage category assigned to the customer.

If no individual specification has been made, the service description published at https://capaneo.de/udo/ at the time of conclusion of the contract shall apply in its currently valid version.

“Change Request” means a documented request initiated by one party to change, extend or restrict the originally agreed scope of services. A change request shall only become binding once it has been expressly confirmed by both parties, at least by email, with reference to the contract, service agreement or order concerned, and a specific adjustment to the service content, schedule or remuneration has been specified.

“Intellectual Property Rights” means all copyright, patent rights, trademark rights, design rights, utility model rights, rights in or relating to databases, rights in or relating to computer programs (software), rights in or relating to confidential information, know-how and/or trade and business secrets, rights in or relating to domain names and all other intellectual property rights (registered or unregistered, existing or arising) worldwide, including expectancy rights and rights in or relating to applications and/or pending registrations.

“Customer” refers exclusively to an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB) who concludes a contract with Capaneo for the use of the Application.

“Services” refer to all services provided or contractually owed by Capaneo to the customer in connection with the udo application. This includes in particular the granting of usage rights to the application, accompanying configuration or customization services, training and other services or works.

The specific scope of services results from the respective offer, the contractual service description, a confirmed change request and the platform usage category assigned to the customer in accordance with Capaneo’s applicable license model.

“Licensed Content” refers to the scope of functions made available to the customer within the scope of the application as well as any activated content, data and modules, as they result from the contract, the scope of services of udo or supplementary agreements.

“License period” means the period for which the customer is contractually granted the use of the application. It begins with the initial provision of the application by Capaneo and, unless otherwise agreed, is 12 months. The license period is extended by a further 12 months in each case, unless the contract is terminated by one of the parties with a notice period of 3 months to the end of the current license period. The term ‘license period’ also includes all renewal periods.

“Mass data” “Mass data” within the meaning of these GTC are structured or unstructured data records (i) that exceed the contractually agreed data volume – in terms of upload, processing or storage – once or cumulatively by more than 20%, or (ii) that are suitable to classify the customer in a higher platform usage category according to the current license model of Capaneo. In addition, data is considered mass data if it exceeds a volume of more than 10 million individual objects – in particular data sets or records – or 10 GB of user data, regardless of whether it is permanently stored or only temporarily processed.

“Platform usage category” means the classification of the customer into a performance class defined by Capaneo on the basis of the agreed or actually used data volume, the use of functions and/or the system load. The platform usage category determines in particular the scope of available services, support level, usage rights and the license price structure according to the current license and usage concept of Capaneo.

“Confidential Information” means information within the meaning of § 2 para. 1 Trade Secrets Act, in particular and expressly all communications, information, records and documents relating to and in connection with the Agreement, the Application and the Service, in whatever form, on whatever storage medium and irrespective of any respective confidential designation, which Capaneo discloses to Customer under the Agreement or a separate confidentiality agreement between Customer and Capaneo and which are marked as confidential or would normally be considered confidential information under the circumstances. Confidential information is not such, (i) which were already known to the customer, (ii) which become public through no fault of the customer, (iii) that have been independently developed by the customer; or (iv) lawfully provided to Customer by a third party.

3. Contract conclusion

3.1 Unless otherwise stipulated in our offers, Capaneo’s offers are non-binding. A contract is concluded with an electronic confirmation of the customer through an electronic agreement conclusion system (click-to-accept) or at the latest with the confirmation of the order (order confirmation) or, if this takes place at an earlier point in time, with the provision of the service by Capaneo.

3.2 Contract amendments by way of a change request shall become binding as soon as they have been confirmed by both parties in text form (Section 126b BGB), e.g. by email or via a documented electronic release procedure. A change request shall also be deemed accepted if the customer uses the modified service productively without objection or takes it into live operation.

4. Prices – Default – Right of retention

4.1 The prices stated in our offers shall apply. If an offer also includes the license of address data, the number of addresses stated in the offer may change slightly after conclusion of the contract due to constant additions and disposals up to the time of delivery.

4.2. Unless otherwise agreed, price increases of a maximum of 5% are permitted in the case of continuing obligations, for the first time after the expiry of a twelve-month contract term within the meaning of Clause 13.1 and then at most once every 12 months. They shall be notified to the customer at least 6 weeks before they come into force. If the customer does not agree with price increases and if these amount to more than 5% on the basis of the last price level, the user can terminate the respective contract extraordinarily within a period of 6 weeks since notification of the planned increase with a notice period of 4 weeks to the end of the month. During the remaining term, the conditions prior to the increase continue to apply unchanged.

4.3 In the event that the contractually agreed data limits are repeatedly exceeded by more than 15% in two consecutive cases, Capaneo is entitled to demand the higher license price of the corresponding platform usage category in accordance with the current Capaneo pricing model from the time of written notification to the customer, provided that the customer has been expressly informed of this possibility in advance.

4.4. All our prices are net prices plus sales tax at the applicable rate.

4.5. Invoices and partial invoices from Capaneo are payable immediately upon receipt of the invoice without deduction, unless otherwise stated in the respective offer. If the user is in default with the payment of the remuneration, Capaneo is entitled to demand default interest in the amount of 9% above the respective base interest rate. The assertion of further damages is not excluded.

4.6. Capaneo is entitled to assign all payment claims arising from this contract to a collection agency for the purpose of collection in its own name.

4.7. Objections to an invoice from Capaneo must be raised by the customer in text form (e.g. by e-mail to fi@capaneo .de) within 28 calendar days of receipt of the invoice. After expiry of this period, the invoice is deemed to have been approved, provided that Capaneo has expressly informed the customer of this period and the consequences of a failure to object in a prominent manner in the respective invoice. Legal claims of the customer in the event of justified complaints remain unaffected.

4.8. Offsetting with counterclaims of the customer is only permitted if these counterclaims are not disputed by us or if they have been legally established.

4.9 The current classification of the customer in a platform usage category as well as the associated prices, data volumes and functional scopes result from the respective relevant license and usage concept of Capaneo, which is part of the contract as an attachment to the offer or the order confirmation.

If no individual agreement has been made, the conditions of the version of the license and usage concept of Capaneo valid at the time of the conclusion of the contract, available at https://capaneo.de/udo or made available to the customer in text form upon request, shall apply.

4.10 If the customer is in arrears with the payment of due fees, Capaneo is entitled, after prior reminder and setting a reasonable grace period of at least seven (7) calendar days and express warning, to temporarily block access to the application or withhold services until the arrears have been paid in full. The assertion of further statutory or contractual rights – in particular for extraordinary termination – remains unaffected.

5. Right of use

5.1. Unless expressly agreed otherwise, Capaneo grants the customer a simple, non-transferable right to use the application in accordance with the contract – commercially or non-commercially, locally or cloud-based – limited in time to the license period and geographically to the Federal Republic of Germany. This includes in particular the right:
(i) to carry out direct mailings for the marketing of customer products,
(ii) to carry out other advertising communication measures and
(iii) to carry out data analysis work.

5.2. The customer is obliged to treat his access data confidentially and not to pass it on to unauthorized third parties. The use of the application by third parties is only permitted within the scope of the rights granted under the contract. The customer is not entitled to pass on the right of use granted to him in whole or in part to third parties – including companies affiliated with the customer within the meaning of §§ 15 ff. AktG (German Stock Corporation Act) – or to allow them to use it in any other way, unless this is expressly provided for in the contract. If the customer culpably violates this provision, it shall be obliged to pay a contractual penalty in the amount of one annual net license fee per unauthorized user. Decisive is the license fee as it is either contractually agreed at the time of the violation for the platform usage category used by the respective user, documented in the offer or – if no explicit agreement exists – calculated according to the respective market price according to the publicly accessible license model of Capaneo.

5.3 The contractual penalty shall be incurred separately for each individual case of unauthorized use. Any contractual penalty paid shall be offset against any claims for damages. The right to assert further claims is expressly reserved.

6. Usage limits and processing of mass data

6.1. The customer is obliged to use the udo application only within the scope of the contractually agreed data volume and the storage capacities provided by the system. The import or processing of mass data is not permitted without the express consent of Capaneo.

6.2. Capaneo is entitled to technically interrupt or restrict data imports or processing operations if their nature or scope is likely to significantly impair the stability, security or efficiency of the udo system. Such processes include, in particular, automated or one-time mass data imports, high-frequency interface queries (e.g. API polling), large-volume data synchronization in a short period of time as well as computationally intensive analysis processes, unless these have been expressly approved by Capaneo through an offer, contractual service description or documented change request agreement.

6.3. If the customer repeatedly or significantly exceeds the usual usage parameters or carries out unauthorized mass data processing, Capaneo can offer the customer an adjusted service or price model. If no agreement is reached within 14 days, Capaneo is entitled to block the affected functions or to terminate the contractual relationship extraordinarily with a notice period of 4 weeks to the end of the month.

6.4. Capaneo will inform the customer in text form about planned measures according to section 6.2 or 6.3 with reasonable advance notice, usually at least 3 working days before implementation, unless the measure is necessary at short notice due to acute technical requirements.

6.5 The technically permissible usage limits (e.g. for uploads, API usage or processing capacity) are based on the platform usage category assigned to the customer in accordance with the applicable license and usage concept of Capaneo .

7. Rights and obligations of the customer in the event of service defects, acceptance of service components

7.1. The customer acknowledges that Capaneo is dependent on the cooperation of the customer in order to provide the services offered within the specified time frame. In this respect, the customer is obliged to perform all preparatory and support activities required with regard to the services – in particular the provision of data and other information or other notifications, compliance with agreed deadlines, receipt of access to interfaces and/or access data – which are necessary for the provision of the services, in a proper and timely manner. If the customer fails to provide the required cooperation, any performance deadlines shall be extended accordingly. Capaneo reserves the right to invoice additional expenses separately.

7.2. The customer shall ensure that the data, texts, etc. provided comply with the specifications and formats specified by Capaneo and that a backup copy is available. The customer is aware of and accepts a delay in performance on the part of Capaneo as a result of failure to cooperate or failure to cooperate on time and other events for which the customer is responsible and which lead to a delay in performance.

7.3. The customer is responsible for all actions of its employees, vicarious agents or other persons whom it enables to use the application within the scope of the right of use granted.

7.4. The customer is also solely responsible for the devices (hardware and software) he uses. Failure of its equipment does not release from the obligation to pay.

7.5. In the event of defects in the services purchased, the customer must first set Capaneo a reasonable deadline for subsequent performance before asserting a right of reduction or withdrawal. The setting of a time limit shall be dispensable if the exercise of warranty rights without setting a time limit for subsequent performance is permissible under statutory provisions. Capaneo is entitled, at its own discretion, to provide subsequent performance by repair or replacement or a combination thereof.

7.6. The customer is obliged to inspect the purchased services – in particular software components, data and other content provided – for obvious defects immediately after provision and to notify Capaneo of such defects in text form immediately, but at the latest within 14 calendar days after provision. Hidden defects must be reported in text form immediately after their discovery, but at the latest within 14 calendar days of discovery. If a defect is not reported in due time, the services shall be deemed approved in accordance with § 377 HGB. Delayed notification leads to the exclusion of warranty rights with regard to the defect concerned, unless Capaneo has fraudulently concealed the defect.

7.7 Insofar as Capaneo provides services ready for acceptance, the customer is obliged to inspect them for compliance with the contract within ten (10) working days after notification of completion and to report any significant defects in text form. If no such notification is made within this period, the service shall be deemed to have been accepted. The same shall apply if the customer uses the service productively or transfers it to live operation before the deadline expires.

8. Subcontractor

8.1 Unless expressly agreed otherwise or permitted by law without the express consent of the customer, Capaneo is entitled to commission subcontractors with the complete or partial provision of the agreed services.

9. Liability

9.1. Capaneo warrants that the purchased services have the agreed quality and are not afflicted with defects that nullify or significantly reduce the value or suitability for normal use or the use assumed under the contract. Capaneo also warrants that the agreed right of use of the customer is not encumbered with rights of third parties. The assertion of warranty claims presupposes that the customer has duly fulfilled his obligation to inspect and give notice of defects in accordance with section 7.6, insofar as such an obligation exists.

9.2. Capaneo is not liable for disruptions outside its sphere of influence, in particular not for the functionality of the data lines to the server, power failures and service restrictions due to force majeure, official orders, strikes, failure of communication networks, gateways of other operators or other causes within the area of responsibility of third parties.

9.3. Capaneo is not liable for defects, delays or other errors in the services insofar as these are due to insufficient, incorrect or delayed cooperation on the part of the customer. This applies in particular to incomplete or incorrect provision of data, information or access as well as to lack of system compatibility on the customer side. Equally excluded is any liability of Capaneo for the correctness, completeness or timeliness of support services provided by third parties, unless these were commissioned by Capaneo itself. This applies in particular to providers, platform providers, interface operators or other service providers used by the customer. This also applies if data from the customer’s external systems appear incomplete, inaccurate or delayed in the udo application as a result of incorrect or delayed data transmission by such third parties.

9.4. Capaneo ensures the actual availability of udo, less the costs specified in para. 10.6. maintenance work, amounting to 96% per contract year. Availability refers to the usability of the agreed udo services related to the agreed system time. A service is also considered available if a subsystem (e.g. one of two servers in a cluster) fails, but the overall functionality is retained. The availability is determined by calculating the sum of the downtimes during the service time p.a. The measurement of availability takes place at the service transfer point.

9.5. In the event of slight negligence on the part of Capaneo, its legal representative or a vicarious agent, Capaneo’s liability shall be limited to the breach of material contractual obligations (cardinal obligations) and to the typically foreseeable, direct damage. Material contractual obligations are, in the abstract, obligations whose fulfillment is essential for the proper performance of the contract and on whose fulfillment the customer could regularly rely. Otherwise, Capaneo’s liability for slight negligence is excluded.

9.6. All contractual warranty claims and claims for damages against Capaneo shall become time-barred after 12 months from the time they arise. The limitation period begins with proper notification of defects in accordance with section 7.6, insofar as such notification is required. In the event of failure to give notice of defects, the statutory consequences pursuant to § 377 HGB (German Commercial Code) shall apply.

9.7. The maximum liability limit for contractual claims is the total amount of (1) the annual license fee paid by the customer or (2) in the case of a shorter license period, the license fee paid during this period, plus the setup costs paid in each case. This liability limit applies per claim.

9.8. The limitations of liability in this Section 9 shall not affect statutory liability, in particular in cases of intent, gross negligence, damage resulting from injury to life, limb or health, claims under the Product Liability Act and the assumption of an express guarantee.

10. Contract amendments and change requests

10.1 Each party may submit a change request during the term of the contract. The change request must contain the desired change, the affected service components and the expected effects on schedule, price and quality.

10.2 Capaneo examines change requests of the customer promptly and informs whether and under what conditions the desired change can be implemented. The implementation of a change request takes place exclusively on the basis of a written confirmation from both parties (e.g. by e-mail or electronic ticket system).

10.3 If, within the scope of a change request, components of the service that are capable of acceptance are agreed, the following acceptance conditions shall apply: The customer must inspect the service eligible for acceptance within 10 working days of notification of its completion and report any defects in text form. If no notification of defects is made within this period, the service shall be deemed to have been accepted. Acceptance shall also be deemed to have taken place if the customer uses the service productively or takes it into live operation.

10.4 The same liability regulations apply to services from a confirmed change request as for the main service. This also applies to delays, defects and any consequential damages.

10.5 A change request may lead to an adjustment of the schedule, costs or scope of services. Such changes are binding as soon as the change request has been approved by both parties.

11. Service level

11.1. Unless otherwise expressly agreed between Capaneo and the customer, Capaneo shall provide the customer with database hosting, application operation, account administration and technical hotline services in connection with the services.

11.2. Capaneo’s working days are Monday to Friday 8.00 a.m. – 5.00 p.m., excluding public holidays in Leinfelden-Echterdingen, Baden-Württemberg, Germany. All times are based on CET / CEST.

11.3. System time, in which all in connection with the agreed functionalities of the purchased udo services are available, is 7/24.

11.4. Service time, during which the technical hotline to udo can be reached, is weekdays Monday to Friday 8:00 – 17:00, excluding public holidays in Leinfelden-Echterdingen, Baden-Württemberg, Germany.

11.5. Capaneo does not provide any on-call time during which the technical hotline to udo is available outside service hours, unless expressly agreed otherwise.

11.6. Capaneo regularly carries out maintenance work on the udo application and also installs updates. There is a scheduled, fixed maintenance window on Thursdays from 6:00 a.m. to 8:00 a.m. (CET/CEST). Deployments, system updates and other operationally necessary measures can be carried out during this period. Further necessary maintenance work or downtimes outside this time window will be announced in good time in consultation with the customer. Unscheduled maintenance work that is necessary for urgent operational reasons shall be announced to the customer at least 5 calendar days in advance, provided it can be planned. Maintenance work on backup or test systems can be carried out at any time and without prior notice.

11.7. Scheduled maintenance / downtime shall not be considered as an interruption of udo’s availability, unless it results in a cumulative downtime within a calendar month of more than 5%.

11.8. The customer must report faults of any kind within the service times or agreed on-call times by e-mail: support@capaneo .de or by telephone: +49 (0)711 953584 800.

11.9. Capaneo guarantees the following response times after a fault report from the customer, depending on the fault class:

11.9.1. The response time describes the average time between the registration of an incident report and the start of solution-oriented processing or the average time between the assignment of a ticket and the start of solution-oriented processing. Measurement only takes place during the periods specified above as service time / standby time.

11.10. The individual error levels are qualified as follows:

12. Intellectual property rights

12.1. All intellectual property rights to the licensed content belong exclusively to Capaneo.

12.2 All intellectual property rights in the Customer Work shall vest exclusively in the Customer. To the extent Capaneo otherwise becomes the owner of intellectual property rights in Customer Work, Capaneo hereby assigns all such intellectual property rights to Customer.

13. Capaneo’s data protection and control rights

13.1. If Capaneo’s services contain personal data within the meaning of Art. 4 No. 1 of the European General Data Protection Regulation (GDPR), Capaneo will only process this data in the application or transmit it to the customer if there is at least one legal basis for the data processing.

13.2. The customer may only process personal data in the udo application if there is a legal basis for this within the meaning of Art. 6 or 9 GDPR. Capaneo is entitled to randomly check whether the customer fulfills the legal requirements for processing the data. If there are reasonable doubts about permissible data processing, Capaneo may refuse the service concerned until clarification. The customer is obliged to document the respective legal basis of the data processing for a period of at least 12 months from the provision of the data and to prove this to Capaneo on request.

13.3. The customer is liable as a responsible person in the sense of Art. 4 para. 7 GDPR for the processing of personal data provided by the customer in udo, in particular concerning the observance of data subject rights, which are lawfully exercised by data subjects with regard to the personal data processed in udo.

13.4. Unless expressly agreed otherwise, the customer must delete personal data within the meaning of Art. 4 No. 1 GDPR transmitted by Capaneo to the customer during the term of the contract immediately after the end of the contract term and send Capaneo a confirmation of the deletion in text form without being requested to do so. The foregoing obligation pursuant to sec. 12.4. Sentence 1 does not apply if the customer processes such personal data within the scope of its own contractual relationship with the respective data subject or if statutory retention obligations prevent deletion.

13.5. Capaneo also processes the customer’s personal data in compliance with relevant laws, in particular the EU General Data Protection Regulation (GDPR). Further information on the handling of personal information can be found at https://capaneo.de/datenschutz/.

14. Term, termination, effect of termination of the contract

14.1. Unless expressly agreed otherwise, the contract term is 12 months from the provision of the application by Capaneo, provided this takes place within 30 days of conclusion of the contract, otherwise from the date of conclusion of the contract. The contract term is automatically extended by a further 12 months unless the contract is terminated in due time.

14.2. The customer is entitled to ordinary termination of the contract at any time with a notice period of 3 months to the end of a respective calendar month. Text form by e-mail to contact@capaneo.de is sufficient for ordinary termination. The receipt of the notice of termination is what counts.

14.3 Upon termination of the contract the following applies: (1) Capaneo will (i) discontinue the provision of the application and (ii) irrevocably delete all personal and other data of the customer within the application within 30 working days, provided that there are no legal or contractual retention obligations to the contrary. (2) The customer is obliged to delete all data substances provided by Capaneo for advertising use immediately after the end of the contract. Section 12.4 sentence 2 applies accordingly.

14.4 The statutory rights of the customer to terminate the contract for good cause shall remain unaffected.

15. Confidentiality

15.1. The customer shall keep confidential information secret and shall only be entitled to disclose confidential information to affiliated companies, employees, representatives or consultants who need to know this information in accordance with the need-to-know principle and have agreed to maintain confidentiality or are otherwise obligated to maintain confidentiality as professional secrets.

15.2. The customer shall ensure that recipients of confidential information in accordance with the above item. 15.1. use such confidential information only for the exercise of rights and fulfillment of obligations under the respective contract between the customer and Capaneo and treat it confidentially.

15.3. The customer is also entitled to disclose confidential information if (i) the disclosure is required by law, (ii) to the extent it has given Capaneo reasonable notice and Capaneo has expressly consented in advance to the relevant disclosure, (iii) or as otherwise permitted by law.

16. Final provisions

16.1 Capaneo is entitled to refer to the cooperation with clients in its reference list or when Capaneo participates in third-party project tenders, unless otherwise agreed in individual cases. Further project references and their use for Capaneo’s marketing are only permitted with the prior consent of the client.

16.2 German law shall apply exclusively. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. The place of performance for all contractual services is Stuttgart. If the customer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from and in connection with this contract shall be Stuttgart. Mandatory exclusive places of jurisdiction remain unaffected.

(as at: 19.03.2026)

General Terms and Conditions (GTC) for list broker, campaign management and technical mailing coordination services in email marketing

1. scope of application
1.1 These General Terms and Conditions (GTCs) are an integral part of all offers and contracts for services in connection with list broker, campaign management and technical dispatch coordination services in email marketing (hereinafter referred to as “the services”) of Capaneo GmbH, Leinfelden (“Capaneo”) with customers. In case of contradictions between these GTC and the content of an individually agreed offer or an order confirmation with the customer, the provisions of the offer or the order confirmation take precedence.
1.2. Capaneo generally provides its services in Leinfelden-Echterdingen, Germany in the business premises of Capaneo.
1.3. The GTC apply exclusively to transactions with entrepreneurs within the meaning of § 14 BGB.
1.4. Deviating or conflicting general terms and conditions of the customer only apply if Capaneo expressly agrees to their validity in text form. The provision of services without objection does not constitute implied consent.
1.5. These General Terms and Conditions also apply to all future business relations with the customer, provided that they are expressly referred to again upon conclusion of the contract.

2. definitions
2.1. campaign is the advertising approach by e-mail in accordance with a coordinated campaign briefing.
2.2. data pool partners are third parties who have their own recipient databases, select target groups from their own databases on the basis of specified criteria and play out the campaign via their own systems or integrated mailing structures.
2.3. mailing service providers are technical third-party service providers used for technical mailing, delivery or reporting.
2.4. Campaign briefing is the description of the campaign specified by the customer, in particular regarding advertising media, advertised product or service, target group criteria, dispatch period, volume and remuneration.
2.5. Target group criteria are the technical, thematic, demographic, regional, interest-related or other selection characteristics specified by the customer.
2.6. Reporting is the aggregated evaluation of a campaign, in particular regarding dispatch volumes, opening rates and click rates, insofar as technically and legally permissible.

3. subject matter of the contract
3.1. the provider shall provide list broker, mediation, coordination and technical processing services for the customer’s email marketing campaigns.
3.2. the customer shall exclusively specify a) which target group is to be advertised to and b) with which advertising media, content, offers or statements this target group is to be advertised to.
3.3. the provider forwards the target group criteria and advertising specifications specified by the customer to one or more data pool partners.
3.4. the specific selection of recipients is carried out exclusively by the respective data pool partner from its own database and under its own responsibility.
3.5. as a rule, the provider does not receive access to the recipients’ e-mail address data and does not itself inspect specific recipient lists.
3.6. the recipients’ e-mail address data is not provided, disclosed, transferred or otherwise made accessible to the customer at any time.
3.7. the customer has no claim to the use of specific data pool partners, specific data volumes, specific distribution lists or specific selection logics, unless this has been expressly agreed in text form.
3.8. the provider does not owe any specific economic success of the campaign, in particular no specific number of openings, clicks, leads, orders or sales.

4. campaign briefing and approval
4.1. the basis of every campaign is a campaign briefing from the customer.
4.2. the campaign briefing contains at least: a) the campaign content, b) the advertising media, c) the advertised product or service, d) the target group criteria,
e) the dispatch period, f) the planned volume, if agreed, g) the remuneration model.
4.3. the campaign briefing becomes part of the contract after confirmation by the provider.
4.4. the provider shall be entitled to reject, amend or request the revision of campaign briefings or advertising material at its own discretion if a) there are legal risks, b) technical requirements are not met, c) specifications of data pool partners or mailing service providers conflict, d) capacities or available reach are insufficient or e) the briefing is unclear, incomplete or economically or operationally unfeasible from the provider’s point of view.
4.5 Changes to the campaign briefing after approval require the consent of the provider; any additional expenses incurred as a result shall be remunerated separately.

5. data pool partners, sender presentation and advertiser
5.1. the campaigns are carried out via data pools of independent data pool partners.
5.2. the respective data pool partner may appear as the technical or formal sender in the emails sent, in particular in the header, footer, provider identification and in the unsubscribe process.
5.3. the customer must be clearly named within the email as the advertising company.
5.4. the provider and/or the respective data pool partner shall be entitled to adapt subject lines, footers, provider identifiers, unsubscribe texts, formulations and technical formatting insofar as this is necessary or expedient for legal, technical, deliverability-related or compliance-related reasons.
5.5. the customer shall not be entitled to demand that the email be sent in a specific design or technical form, provided that the essential advertising content is retained.

6. technical implementation
6.1. technical dispatch shall be carried out via systems of the data pool partners and/or via technical dispatch service providers coordinated by the provider.
6.2. the provider shall be entitled to use third parties as vicarious agents to fulfil the contract.
6.3. the provider shall be responsible for the proper organizational and technical coordination of the campaign in accordance with the approved campaign briefing, but not for the successful delivery to the inbox of individual recipients.
6.4. in particular, the provider is not responsible for: a) a specific inbox placement rate, b) a specific delivery rate, c) non-classification as advertising or spam by mail providers, d) the permanent availability of individual data pool partners or dispatch service providers, e) implementation in a specific data pool, unless otherwise agreed.
6.5 The provider is entitled to postpone, adjust, suspend or reject campaigns in whole or in part if a) there are legal or regulatory risks, b) complaints, blockages, unusual bounce or complaint rates occur, c) technical faults occur, d) data pool partners or mailing service providers refuse to carry out the campaign or e) the provider believes that it is not possible to carry out the campaign or cannot do so under reasonable conditions.

7. responsibility of the customer for content and specifications
7.1. the customer is solely responsible for a) all advertising content, b) the advertised product or service, c) all advertising statements, price information and service descriptions, d) the target group criteria specified by the customer, e) all links, landing pages, landing pages and content there, f) compliance with product and industry-specific regulatory requirements.
7.2 The customer warrants that the content, products, services and target group criteria provided or specified by it a) do not violate statutory provisions, b) are not misleading, unfair or otherwise inadmissible,
c) do not infringe any third-party rights and d) are suitable for the intended advertising use
e) other requirements specified by the provider to the customer in the offer or order confirmation in advance of the provider services.
7.3. The customer shall ensure that it holds all necessary usage, trademark, copyright, ancillary copyright and other rights to the content used.
7.4. The provider is not obliged to conclusively check the legal admissibility of the content, offers, statements, target group criteria or target pages specified by the customer.
7.5. Any examination or cooperation on the part of the provider shall not constitute any assumption of the customer’s responsibility in terms of content or legal responsibility under Section 7.1. 7.3. of this agreement.

8. data protection and competition law integration of data pool partners
8.1. The provider undertakes to only involve data pool partners for campaigns who have given the provider contractual or comparable assurances that a) the recipient databases used by them are managed lawfully, b) the necessary legal requirements, in particular effective consent for email advertising, are in place for the respective advertising approach, insofar as these are required, c) objections and unsubscriptions are processed properly and d) the data protection information obligations applicable to them are fulfilled.
8.2 The responsibility for the legality of the respective recipient database, the specific selection of recipients, the administration and documentation of consents, the maintenance of objection lists and the processing of unsubscriptions and objections within the respective data pool lies with the respective data pool partner.
8.3 In this respect, the provider does not owe any no-fault guarantee for the material legality of third-party databases or third-party consent architectures.
8.4. in this respect, the provider’s obligation to perform is limited to the careful selection, contractual integration, instruction and coordination of the data pool partners and dispatch service providers used.
8.5. every e-mail sent must contain a functional unsubscribe mechanism; the technical design of this can be specified by the respective data pool partner.

9. allocation of roles under data protection law
9.1. the parties agree that in the standard model, neither the customer nor the provider will have access to the specific email address data of the recipients contacted.
9.2. in the standard model, the respective data pool partner is itself responsible under data protection law for its own data stock, in particular for collection, storage, segmentation, selection, consent management, suppression management and recipient communication.
9.3. the provider is itself responsible for the processing of its own business and contact data arising in the context of the contractual relationship with the customer and with data pool partners.
9.4. insofar as the provider or a shipping service provider processes recipient-related personal data on behalf of a data pool partner in individual cases, this is done on the basis of separate data protection agreements, in particular in accordance with Art. 28 GDPR, if necessary.
9.5. if, in individual cases, several parties jointly decide on the purposes and means of specific recipient-related processing, the necessary agreements, in particular in accordance with Art. 26 GDPR, shall be concluded separately.
9.6. the above provisions do not constitute a blanket definition of data protection roles for processing operations not specifically covered by this contract.

10. objection lists and exclusion criteria
10.1. the management and application of objection lists, blacklists and unsubscribe lists within a data pool is the responsibility of the respective data pool partner.
10.2. the provider may forward exclusion criteria or customer blacklists specified by the customer to data pool partners, insofar as this is technically possible and necessary for the campaign.
10.3. customer blacklists should be provided in hashed, pseudonymized or otherwise data-saving form wherever possible.
10.4. exclusion data provided by the customer may only be used to suppress future mailings and not to expand a database.
10.5. the provider does not guarantee that it is technically possible to match customer exclusion data in every data pool, especially if no compatible identifiers are available.
10.6 Exclusion data provided by the customer will be transmitted to Capaneo on the basis of a separate order data agreement within the meaning of Art. 28 GDPR between Capaneo and the customer for forwarding to the data pool partner as a subcontractor within the meaning of order data processing. Such exclusion data must be deleted after the respective order has been completed. Capaneo must instruct the respective data pool partner as subcontractor accordingly.

11. reporting and no further tracking services
11.1. the provider shall provide the customer with reporting in aggregated form after the campaign has been carried out.
11.2. the reporting may in particular contain information on dispatch volumes, opening rates and click rates, insofar as this information can be technically provided by the respective data pool partner or dispatch service provider and its collection or disclosure is legally permissible.
11.3. personal recipient data, individual event data, log files, device identifiers, profile information or individual user histories shall not be disclosed.
11.4. no separate tracking, profiling or lead transfer to the customer shall take place beyond the reporting in accordance with paragraphs 1 and 2, unless this has been expressly and separately agreed in text form.
11.5. the provider does not owe any complete, seamless or technically error-free measurability of openings or clicks. Reports are always indicative and may be influenced in particular by mail providers, security systems, bot activities, data protection functions, image suppression, link rewriting or other technical circumstances.
11.6. If required for legal or technical reasons, the Provider is entitled to refrain from providing individual reporting components in whole or in part or to adapt the reporting methodology with effect for future campaigns.

12. support in the event of complaints and evidence
12.1. if the provider or the customer is claimed against or contacted by third parties, authorities, associations or other bodies due to a campaign, the customer shall inform the provider immediately.
12.2. the provider shall support the customer to a reasonable extent in such a case, in particular by obtaining confirmations, statements or suitable redacted evidence from the data pool partner concerned, insofar as this is legally permissible, actually possible and reasonable for the provider.
12.3. the customer shall have no claim to the surrender of a) specific recipient addresses, b) complete database extracts, c) raw data of the data pool partners, d) complete DOI log files, e) other documents, insofar as their surrender would violate the rights of third parties, trade and business secrets or data protection rights.
12.4. the provider shall be entitled to temporarily suspend affected campaigns in the event of complaints or suspected cases until the situation has been clarified.

13. remuneration
13.1. remuneration is based on the respective individual agreement, the confirmed campaign briefing or the provider’s current price list.
13.2. unless otherwise agreed, invoices are payable without deduction within 7 days of the invoice date.
13.3. the provider is entitled to demand advance payment or appropriate payments on account for new customers, increased default risk or larger campaigns.

14. indemnification by the customer
14.1. The Customer shall indemnify the Provider, its legal representatives, employees, vicarious agents, data pool partners and shipping service providers against all third-party claims based on the following circumstances: a) unlawful or misleading advertising content, b) unlawful, inadmissible or regulatory inadmissible advertised products or services, c) inaccurate or misleading price, service or product information, d) unlawful landing pages, links or target pages, e) infringements of copyright, trademark, labeling, personality or
other rights of third parties, f) target group criteria or exclusion criteria specified by the customer, g) data, lists, content or other specifications provided or initiated by the customer.
14.2. the indemnification also includes the reasonable costs of legal defense.
14.3. the indemnification does not apply if the provider has caused the asserted claim intentionally or through gross negligence.
14.4. the provider shall inform the customer immediately of any asserted claims and give the customer the opportunity to participate in the legal defense. Acknowledgements or settlements that burden the customer shall not be concluded without the customer’s consent, insofar as this is legally and actually possible.

15. liability of the provider
15.1. the provider shall be liable without limitation a) in the event of intent and gross negligence, b) in the event of culpable injury to life, body or health, c) in accordance with the Product Liability Act, d) insofar as the provider has assumed an express guarantee.
15.2. in the event of a slightly negligent breach of material contractual obligations, the provider’s liability shall be limited to the foreseeable damage typical for the contract. Essential contractual obligations are those whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer may regularly rely.
15.3. Otherwise, the liability of the provider is excluded in case of slight negligence.
15.4. To the extent permitted by law, the Provider shall in particular not be liable for a) the material legality of third-party databases of the data pool partners, b) the availability of certain data pools or certain ranges, c) blocking, delays or classifications by mail providers, spam filters or security systems, d) legally or technically restricted measurability of openings or clicks, e) economic campaign success, conversion success, orders or sales, f) disruptions or failures on the part of data pool partners, shipping service providers or other third parties, insofar as these are not based on an intentional or grossly negligent breach of duty by the provider in selection or coordination.
15.5 The above limitations of liability also apply in favor of the bodies, employees, vicarious agents and legal representatives of the provider.

16. term, termination and suspension
16.1. individual campaigns end with the complete execution, billing and completion of the associated reporting.
16.2. framework agreements can be terminated by either party in text form with 30 days’ notice to the end of the month, unless otherwise agreed separately between the provider and customer.
16.3. the right to extraordinary termination for good cause remains unaffected.
16.3. good cause exists for the provider in particular if a) the customer defaults on due payments, b) the customer uses illegal or risky content, offers or specifications, c) data pool partners or shipping service providers discontinue cooperation for justified reasons. 16.4. The provider is entitled to temporarily suspend services until an important reason has been clarified.

17 Confidentiality and business secrets
17.1 The parties undertake to keep secret all confidential information that becomes known to them in connection with the cooperation for the duration of the contractual relationship between the provider and the customer and for 12 months after termination of such a relationship.
17.2 Confidential information shall include in particular a) conditions and prices, b) names and structures of the data pool partners, unless they are disclosed anyway, c) selection logics, processes and technical setups, d) reports, coverage structures, supplier relationships and calculations, e) all business or technical information of the provider that is not publicly known.
17.3 The confidential information may only be used for the performance of the contractually agreed cooperation.
17.4. Statutory confidentiality and data protection obligations shall otherwise remain unaffected.
17.5. The confidentiality obligation shall not apply if the publication of confidential information is based on a law or official order.

18. final provisions
18.1. the law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.
18.2. the exclusive place of jurisdiction for all disputes arising from or in connection with these GTC and the contracts concluded on the basis thereof shall be, to the extent permitted by law, the registered office of the provider.
18.3. amendments and additions to the contract and these GTC must be made in text form, unless a stricter form is required by law.
18.4. should individual provisions of these GTC be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by the statutory provision.