§ 1 Scope of Application
1. These General Terms and Conditions (hereinafter "GTC") apply to all services provided by nebty GmbH (hereinafter "nebty" or "Contractor") in the area of website takedowns, social media takedowns, and ad takedowns (hereinafter collectively "Takedown Services") to companies, legal entities under public law, or special funds under public law (hereinafter "Client").
2. Deviating, conflicting, or supplementary terms and conditions of the Client shall only become part of the contract if nebty has expressly agreed to their validity in text form.
§ 2 Subject Matter of Services
1. nebty provides Takedown Services on behalf of the Client. The objective is the removal or blocking of infringing or fraudulent content, in particular:
- Websites and domains (e.g., fake shops, phishing pages)
- Social media profiles and posts
- Online advertisements (e.g., on ad networks or marketplaces)
2. The specific scope of services shall be determined by the respective individual order or framework agreement between the parties.
§ 3 Power of Attorney and Authority to Act
1. By placing an order, the Client grants nebty the express power of attorney to act in the Client's name and on the Client's behalf vis-à-vis third parties to enforce the takedown. Third parties in this context include, but are not limited to:
- Hosting providers
- Domain registrars and registries
- Content delivery network operators (CDN)
- Social media platforms
- Ad networks and advertising platforms
- Other technical service providers (e.g., backend or email providers)
- Security assessment organizations (e.g., Google Safe Browsing, Microsoft SmartScreen, Netcraft)
2. The Client warrants that it is authorized to grant this power of attorney and that the reported content actually infringes its rights. nebty shall not be liable for damages arising from inaccurate information provided by the Client.
3. The power of attorney shall remain valid for the duration of the contractual relationship and may be revoked by the Client at any time in text form. Revocation shall not affect the obligation to pay for takedowns already successfully completed.
4. The Client indemnifies nebty against third-party claims arising from a takedown that was unjustified because the Client's information was inaccurate or the Client did not hold the rights asserted. The indemnity covers the costs of a reasonable legal defence. It does not apply if the Client is not responsible for the inaccuracy or if nebty is itself responsible for the claim. nebty informs the Client without undue delay of any claims asserted.
5. nebty may refuse or stop an order in whole or in part if a takedown is obviously unfounded, the Client's information is insufficient for it, or carrying it out would violate applicable law. No fee is charged for refused or stopped orders.
6. Reports to third parties name the Client as the holder of the rights asserted. Providers and platforms may forward a report, including the Client's name, to the operator of the reported content, or publish it, for example in the Lumen database.
§ 4 Definition of Success
1. A takedown is deemed successful when the affected content is no longer accessible from a standard web browser within the European Union and the United States of America.
2. A successful takedown also includes, in particular:
- Inclusion of the domain or URL on a recognized security blacklist (e.g., Google Safe Browsing, Microsoft SmartScreen), provided that access to the content is effectively blocked for the majority of end users as a result
- Suspension or deletion of a social media profile or post by the respective platform
- Deactivation or removal of an online advertisement by the respective ad network
3. Verification of success shall be performed and documented by nebty for the Client.
§ 5 Fees and Billing
1. Only successful takedowns will be invoiced. No fees shall be charged for unsuccessful takedown attempts.
2. The fee per takedown shall be determined by the respective individual order, framework agreement, or the price list of nebty valid at the time of order placement.
3. Invoices are due for payment within 14 days of receipt without deduction, unless otherwise agreed.
4. All prices are quoted exclusive of applicable statutory value-added tax (VAT).
§ 6 Remediation Commitment
1. Should the same content become accessible again under the same domain within 4 weeks after the documented takedown success, nebty shall take renewed action at no additional charge to re-enforce the takedown.
2. This commitment applies exclusively to the same domain or the same content under an identical URL or identical profile. New domains, new profiles, or substantially altered content do not give rise to a claim under this commitment but constitute a new order.
3. The Client shall notify nebty without undue delay upon becoming aware of the content reappearing.
§ 7 Client's Obligations to Cooperate
1. The Client shall provide nebty with all information and documents required for the execution of the takedown in a timely and complete manner. This includes, in particular:
- Evidence of the affected trademark, copyright, or other intellectual property rights
- Links to the disputed content
- Any existing correspondence with platforms or providers, if available
2. Delays or additional effort resulting from insufficient cooperation by the Client shall not be attributable to nebty.
§ 8 Liability
1. nebty shall be liable without limitation for damages resulting from injury to life, body, or health, as well as in cases of intent and gross negligence.
2. In cases of slight negligence, nebty shall only be liable for the breach of material contractual obligations (cardinal obligations). In such cases, liability shall be limited to the foreseeable, contract-typical damage.
3. nebty does not guarantee the success of individual takedown measures, as the outcome depends significantly on the cooperation of third parties (providers, platforms, etc.). Pursuant to § 5, the Client shall only owe remuneration for demonstrably successful takedowns.
4. The limitations of liability under paragraph 2 also apply in favour of nebty's vicarious agents. They do not apply in cases of fraudulent intent or to claims under the Product Liability Act.
§ 9 Confidentiality
1. Both parties undertake to treat all confidential information of the other party obtained in the course of the cooperation as strictly confidential and to use it solely for the purpose of fulfilling the contract.
2. This obligation shall survive the termination of the contractual relationship.
§ 10 Term and Termination
1. The term of the contractual relationship shall be determined by the respective individual order or framework agreement.
2. The right to extraordinary termination for good cause shall remain unaffected.
3. Termination must be in text form (e.g., email).
§ 11 Data Protection
1. nebty processes personal data in accordance with the GDPR and the German Federal Data Protection Act (BDSG).
2. The processing of personal data on behalf of the Customer is governed by nebty's Data Processing Agreement as available at nebty-id.com/en/dpa/. It becomes part of this agreement upon its conclusion.
§ 12 Final Provisions
1. The laws of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
2. The exclusive place of jurisdiction for all disputes arising from or in connection with this contractual relationship shall be Munich, Germany.
3. Should individual provisions of these GTC be or become invalid, the rest of the contract remains valid. The invalid provision is replaced by the statutory provision.
4. These GTC are available in German and English. The German version prevails.
nebty GmbH
Contact: [email protected]