Terms of Service

Acceptance of Terms

Welcome to PrimeVertex AG ("PrimeVertex", "we", "our", or "us"). These Terms of Service ("Terms") govern your access to and use of our website, services, and any related content provided by PrimeVertex.

By accessing our website or using our services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our website or services. These Terms constitute a legally binding agreement between you and PrimeVertex AG, a company registered in Germany with registration number FN134697a.

Description of Services

PrimeVertex provides e-commerce branding strategy services, including but not limited to brand development, visual identity design, digital experience optimisation, and related consultancy services. Our services are provided to businesses and organisations seeking to enhance their e-commerce presence.

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time, with or without notice. We may also impose limits on certain features or restrict access to parts or all of our services without notice or liability.

User Obligations

When using our website and services, you agree to comply with all applicable laws and regulations. You are responsible for ensuring that your use of our services does not violate any applicable laws in your jurisdiction.

You agree not to:

• Use our services for any unlawful or fraudulent purposes
• Attempt to gain unauthorised access to our systems or networks
• Interfere with or disrupt our services or servers
• Upload or transmit viruses, malware, or other harmful code
• Violate the intellectual property rights of PrimeVertex or third parties
• Provide false or misleading information when contacting us
• Use our services to spam, harass, or harm others

Intellectual Property

All content, materials, and intellectual property on our website and in our services, including but not limited to text, graphics, logos, images, software, and design elements, are owned by or licensed to PrimeVertex and are protected by copyright, trademark, and other intellectual property laws.

You may not copy, reproduce, distribute, modify, or create derivative works of our content without our express written permission. Any unauthorised use of our intellectual property may result in legal action.

When we provide services to you, any deliverables created specifically for your project will be transferred to you upon full payment, unless otherwise agreed in writing. However, we retain ownership of our general methodologies, processes, and pre-existing intellectual property.

Service Terms and Payment

Specific terms for our professional services, including project scope, timelines, deliverables, and payment terms, will be outlined in separate service agreements or proposals. These Terms of Service supplement but do not replace such specific agreements.

Payment terms will be specified in your service agreement. Unless otherwise agreed, invoices are due within 30 days of the invoice date. Late payments may incur additional charges as permitted by law.

We reserve the right to suspend services for accounts with overdue payments. You are responsible for any costs associated with collection of overdue amounts, including reasonable legal fees.

Privacy and Data Protection

Your privacy is important to us. Our collection, use, and protection of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

By using our services, you consent to the collection and use of your information as described in our Privacy Policy. We comply with applicable data protection laws, including the General Data Protection Regulation (GDPR).

Limitation of Liability

To the fullest extent permitted by law, PrimeVertex and its directors, employees, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities, arising from your use of our website or services.

Our total liability to you for any claims arising from or related to our services shall not exceed the amount you have paid to us for the specific services giving rise to the claim in the 12 months preceding the claim.

We provide our services "as is" and make no warranties, express or implied, regarding the quality, reliability, or suitability of our services for your particular purposes. We do not warrant that our services will be uninterrupted or error-free.

Indemnification

You agree to indemnify, defend, and hold harmless PrimeVertex and its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from your use of our services, violation of these Terms, or infringement of any third-party rights.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of Germany, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

Any disputes arising from or relating to these Terms or our services shall be subject to the exclusive jurisdiction of the courts of Düsseldorf, Germany. You consent to the personal jurisdiction of such courts and waive any objection to venue.

Termination

We may terminate or suspend your access to our website and services at any time, with or without cause, and with or without notice. You may also terminate your use of our services at any time by discontinuing use of our website.

Upon termination, your right to use our services will immediately cease. Any provisions of these Terms that by their nature should survive termination shall remain in effect, including but not limited to intellectual property rights, limitation of liability, and governing law provisions.

Termination of these Terms does not affect any outstanding obligations under separate service agreements, which shall continue to be governed by their specific terms.

Force Majeure

We shall not be liable for any failure or delay in performance of our obligations under these Terms or any service agreement if such failure or delay results from circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labour disputes, or government actions.

Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced with a valid provision that most closely reflects the intent of the original provision.

Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of any material changes by posting the updated Terms on our website and updating the "Last updated" date above.

Your continued use of our website and services after any changes to these Terms constitutes your acceptance of the revised Terms. If you do not agree to the modified Terms, you must discontinue use of our services.