Storylake is a premium brand of Sario Marketing GmbH

1. General

1.1 Sario Marketing GmbH (hereafter referred to as 'Storylake') offers its clients the option of using its Managed-Service to commission Storylake to create or edit content on specific topics and in different languages. To complete these orders, Storylake then engages authors and proofreaders ('authors') registered with Storylake and, if necessary, other content service providers.

The Managed-Service includes all the steps required to create a text. Storylake will work with the client to determine which services Storylake will provide in terms of text creation and editing and/or other necessary activities which both parties agree fall within the scope of the project.

The Storylake Managed-Service is available for client projects with a minimum value.

The details of the services to be provided by Storylake are specified in the quotation. If the quotation should stipulate terms that contradict the provisions of these General Terms and Conditions for Managed-Service, then the provisions of the quotation shall take precedence.

1.2 The following Terms and Conditions, and the documents to which they make reference, apply exclusively to all quotations, contracts, agreements and deliveries between Storylake and the client.

These General Terms and Conditions for Managed-Service apply exclusively to projects carried out via the Managed-Service

1.3 Any alterations and alternative conditions provided by the client are only binding if they have been confirmed in writing by Storylake. Contradictory general terms and conditions provided by the client only apply if Storylake has given its express written consent in advance.

1.4 The client is aware that Storylake itself will not in any circumstances compose or correct a text with which it has been commissioned. Storylake will always commission an author to write or correct the order concerned. If no author can be found who is ready or able to process the text commissioned by the client, Storylake has the right to withdraw from the assignment without penalty. The client’s right to withdraw from the specific assignment until acceptance of that assignment by an author remains unaffected.

1.5 Clients exercise their commercial or independent professional activities. Storylake does not offer its services to consumers.

1.6 Storylake reserves the right to discontinue its service at any time.

1.7 All project specifications provided by the client must not violate, impair or potentially violate or impair the rights of third parties (such as trademarks, rights to the use of names, copyright or data protection rights), be hurtful or defamatory, illegal, sexually explicit, erotic, pornographic, and must not glorify violence or be held to be offensive or contain otherwise illegal content. The commissioning of texts such as seminar papers and theses relevant to exams and qualifications is also prohibited. In all such cases, Storylake reserves the right to reject client orders and, if necessary, to block the client from the Storylake service. Storylake reserves all further rights.

2. Project schedule

2.1 Setup process and trial phaseThe setup process involves one-off activities apart from the creation of text and thus covers all project-related tasks performed by the project manager at the start of each project. Among other things, this includes all preliminary processing required for Storylake project management.

A dedicated Storylake project manager will be assigned to look after the client.

As soon as Storylake has received a signed acceptance of the quotation, the project manager will arrange an appointment for a kick-off call with the client as soon as possible. This is to collate and finalise the project requirements so they can be summarised in one or more briefings (according to the contractual agreement). The briefing documents created as a result of the consultation between Storylake and the client during the kick-off call must be formally accepted by the client before project implementation can begin. The briefing document thus becomes part of the agreement between Storylake and the client.

Depending upon the text volume involved and required level of service, at the start of the project, Storylake will create a limited number of texts to be agreed with the client as part of a trial phase. This check, in conjunction with the client, is to confirm the texts meet the client’s expectations. During the trial phase, it is likely that iteration loops will take place before Storylake fully delivers the text quality desired by the client. These sample texts are charged at a contractually agreed price; Storylake will bear the cost of iteration loops.

If, during the trial phase, it turns out that the client's needs differ from the quotation, or the requirements change during the project, this will be communicated immediately and may affect both project costs and deadlines.

The client has an obligation to cooperate during this phase, because the agreed project delivery deadlines can only be met, and a thorough trial phase carried out, when the client cooperates in a timely manner.

2.2 Rights of both parties after completion of the trial phase

If, at the end of the trial phase, the client feels the content supplied does not correspond to the service description, even after Storylake has implemented at least two correction iterations, both sides can withdraw from the contract. An exceptional right of termination can only be approved if both sides have worked together constructively and in good faith throughout the correction iterations.

Any withdrawal must be explained in writing, based on specific text examples, within seven days of delivery of the last sample text. The withdrawal relates exclusively to the main phase. Any costs incurred during the trial phase (including the setup fee) will be billed to the client.

Storylake also has an exceptional right of termination if the service cannot be provided under the agreed conditions.

2.3 Main phase

Once both parties have confirmed completion of the trial phase, Storylake will start commissioning all other project volumes required for the main phase of the project as soon as possible.

2.4 Import/Export

2.4.1 All client imports are based on the agreed service level specified in the project documentation. Different import processing can be implemented by arrangement and, where appropriate, at additional cost. By default, the Storylake project manager will not check whether a client's import documents are accurate and complete. At the client’s request, Storylake can carry out such checks for an additional fee.

2.4.2 Non-functioning URLs provided by the client as input for text creation (e.g. product data sheets) incur costs for Storylake. Therefore, where an incorrect URL prevents the creation of a text, all such items will be charged at a rate of 50% of the agreed text price. These URLs will be documented by Storylake and communicated to the client.

2.4.3 Export – Storylake will export texts in accordance with the agreed level of service.

2.5 HTML formattingWhere HTML formatting is required, this service can be provided by Storylake authors while the text is being created. Individual HTML tags are costed by including them in the total number of words, so each tag is counted as if it were a word.

2.6 Default

2.6.1 Storylake will include every Managed-Service project in its resource and capacity planning. And to guarantee a smooth and timely process in which agreed delivery deadlines are met, it is equally important that every client should comply with the above-mentioned obligation to cooperate.

2.6.2 Any client breaching previously agreed obligations to cooperate will be deemed to be in default. This means Storylake will no longer be able to guarantee compliance with the agreed project duration. In exceptional cases, Storylake also reserves the right to bill clients for downtime or other additional costs incurred due to client delay.

2.7 Delivery deadlines

2.7.1 Any deadline requested within a specification is non-binding for Storylake unless the project teams of both parties have expressly agreed in writing or via some other text format that it should be considered binding.

2.7.2 Compliance with the deadline is subject to the commissioned author creating the text in good time and making it available via the Storylake platform. The client must ensure the relevant job description is understandable and clearly worded, and that Storylake and the author have all the necessary information available to complete the job to the client’s satisfaction.

2.8. Follow-up projects/additional ordersIf the client places additional orders with Storylake after completing a project, the following rules apply:

2.8.1 For follow-up projects/additional orders creating order volumes costed at less than EUR 1,000 (net), Storylake will invoice the client for costs incurred in respect of the setup and coordination of the additional/follow-up projects on the basis of an hourly rate of EUR 60.00 (net). At the client's request, Storylake will provide a preliminary, non-binding estimate of the likely costs involved.

2.8.2 For follow-up projects/additional orders creating order volumes costed at EUR 1,000 (net) and above, Storylake will generally not charge setup and coordination expenses for such follow-up projects/additional orders. However, in the event of extraordinary expenses (in particular, if the follow-up project requires the creation of a new author briefing), Storylake reserves the right to invoice the costs for larger follow-up projects in accordance with section 2.8.1 above.

3. Approval/Revision/Rejection

3.1 After a text has been delivered to the client, the client accepts the text. However, Storylake does not guarantee that the text is suitable for any particular purpose specified by the client.
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3.2 If the client fails to accept a text, even though that text complies with the specification, the text is deemed to have been accepted three days after it has been delivered. When this time period falls across a weekend, the text is deemed to have been accepted on the following Monday.
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3.3 A text is also deemed to have been accepted once, and as soon as, it has been used by the client.
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3.4 Every text supplied is unique, and the assessment of the quality of such texts is often subjective. Storylake will comply with change requests, even after the text has been delivered, in accordance with the following guidelines:
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3.4.1 Storylake will correct texts free of charge and as quickly as possible as regards all aspects which form part of the chosen service package. This includes grammatical and spelling errors, as well as all other requirements within the client briefing, including the technical accuracy of the texts.
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3.4.2 On request, Storylake can also make other changes to these conditions, provided they are defined in advance. For example:
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3.4.2.1 Wishes that were not communicated in advance by the client, or are based on subjective "preferred style and forms of expression" which are therefore not covered in the agreed briefing.
3.4.2.2 Adaptation of texts to a briefing that was changed during the course of a project at the client's request.
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3.4.2.3 Conflicting change requests on the client-side (for example, if a text has to be acceptable to more than one person).
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3.5 Adaptation of texts which have been keyword-optimised using SEO tools and, as a result, are no longer up-to-date when reviewed by the client – due to the dynamics of Google search results – can be reworked by Storylake for an additional charge.

4. Payment

4.1 Payment of Managed-Service projects are due for at least 50% of the total project amount prior to project start. Storylake will create an invoice of at least 50% of the project amount and will start the project once that invoice has been paid.

4.2 The prices quoted in all documents are shown net and do not include statutory VAT.

5. Granting of usage and exploitation rights

5.1 Once a particular text has been accepted and paid for in full, Storylake grants the client a right unrestricted by time or space to use, store, reproduce and distribute the text, make it publicly accessible, perform it in public, deliver and reproduce it in public. This right of use is generally (exclusively) available for the first 10 years from the date of delivery of the text; only in exceptional circumstances where the client can prove, for example, that the author has only made a minor contribution to a work, product or service, or if the text is not to be published, does this become an exclusive right unlimited in time. Reference is also made to Section 40a of the Act on Copyright and Related Rights (UrhG), which came into force on 01 March 2017. These granted usage rights are transferable and sub-licensable.

5.2 If the client does not use the text and the author asserts a right of withdrawal according to Section 41 of the Act on Copyright and Related Rights (UrhG), Storylake is entitled to revoke the granting of an exclusive right of use. In any event, even where such right of withdrawal is asserted, the client still retains a simple right to use the text concerned.

5.3 A client may not use a text until it has been finally accepted and paid for in full.

5.4 Clients do not have the right to identify themselves as the author of a text. If an author does not waive the right to be named as author of the text in the context of each respective order, any subsequent naming required must be agreed with the author.

5.5 Storylake assumes no liability for statutory claims by authors under Section 32 and Section 32a of the Act on Copyright and Related Rights (UrhG).

6. Contract termination; Legal consequences of termination

6.1 Unless otherwise agreed in the quotation, both the client and Storylake can terminate their association at any time without giving reasons, with a notice of two weeks to the end of the month.

6.2 This is without prejudice to the right of exceptional termination for a serious reason. For Storylake, a serious reason includes one of the following instances:

6.2.1 Failure by the client to comply with essential statutory provisions and the essential provisions of these GTC.

6.2.2 The client is a member of or promotes associations or communities – or their methods or activities – which are under surveillance by the police, security services or child protection services.

6.2.3 The client causes harm to one or more people via the Storylake website (e.g. libel, slander, defamation, breaches of copyright or trademark infringements, etc.).

6.3 If Storylake has good reason for an exceptional termination, then in addition to the right to termination without notice, Storylake is entitled to block the client from further use of the Storylake website and its sub-sites.

6.4 Further statutory or contractual rights remain unaffected.

6.5 Notice of termination may be given to the other party via the Storylake.com website or in written form (e.g. letter, fax or e-mail).

6.6 Terminations made by the client must also include the client ID assigned to the client upon registration and the e-mail address registered with Storylake.

6.7 On termination, Storylake will immediately delete the client's access data and all other stored personal data.

6.8 Upon termination, Storylake will reimburse the client in respect of any advance payment which may have already been made to Storylake, always provided that the credit is not frozen and unless Storylake has a right to offset or withhold payments.

7. Set-off, Retention

7.1 The client has no right of retention unless the client's counterclaim originates from the same contractual relationship and is undisputed or has been legally established.

7.2 A client may only set-off undisputed or legally established claims.

8. Recruitment of authors

8.1 The recruitment or poaching of authors by clients and associated attempts to establish a business relationship outside Storylake are not permitted. Storylake is entitled to exclude such clients from Storylake services. All other rights are reserved, in particular the pursuit of compensation claims against the client, including claims for loss of profits.

9. Liability

9.1 Regardless of the legal reasons, Storylake is only liable for gross negligence or willful misconduct, or the gross negligence or willful misconduct of its legal representatives or vicarious agents, except in the case of damage resulting from injury to life, limb or health, in the event that a guarantee has been given, or if there is liability under the Product Liability Act (Produkthaftungsgesetz).

9.2 Liability is not limited to gross negligence or willful misconduct if there is also an obligation to pay compensation due to a breach of essential contractual obligations. Any claim for damages due to a breach of essential contractual obligations is limited to contract-typical, foreseeable loss or damage, unless there is gross negligence or wilful misconduct or liability is due to injury to life, limb or health, in the event that a guarantee has been given, or if there is liability under the Product Liability Act (Produkthaftungsgesetz). Essential contract obligations are those which enable the execution of the contract in the first place and upon the fulfilment of which the contractual partners are therefore entitled to trust and rely.

9.3 Storylake cannot guarantee the continuous availability of Storylake and the services which can be accessed via Storylake's website or sub-sites.

9.4 For clarity, it should be noted that Storylake is not liable for delays or defects resulting from unclear, inaccurate or incomplete specifications, the transmission or placing of orders by the client, or incorrect data input by the client.

10. Data backup

10.1 Storylake carries out backups of the data stored in each respective client account at regular intervals. Should a data loss occur, Storylake will endeavour to recover the lost data or restore the system to its status state before the data loss occurred. However, there is no obligation to do so.

11. Data protection

11.1 Both the client and Storylake are entitled to save, process, and use the personal data received from the contractual partner in the context of contract processing in compliance with the provisions of the German Federal Data Protection Act and the General Data Protection Regulations. This includes in particular that persons authorised to process personal data have been obliged to maintain confidentiality or are subject to an appropriate statutory obligation of confidentiality; that without the consent of the client, the client’s personal data will only be processed within the scope of the GDPR; personal data is adequately protected by technical and organisational measures in accordance with Art. 32 GDPR; the exemption of Storylake from claims by third parties and data subjects due to a culpable violation of the provisions of the GDPR, whereby the client is subject to the burden of proof with regard to compliance with the necessary care in accordance with Art. 5 Para. 2 GDPR; the transmission of the client’s personal data to Storylake only takes place in accordance with the requirements of the GDPR (in particular transmissions based on legal authorisation or consent, compliance with transparency obligations and the rights of those affected). Should the fulfilment of the contract require further processing of personal data, the parties undertake to conclude a contract for order data processing for this particular purpose.

12. Online Dispute Resolution

12.1 The EU Commission has set up an Internet platform for the online settlement of disputes ('OS platform') between companies and consumers. This OS platform can be reached at http://ec.europa.eu/consumers/odr/. Storylake is obliged to settle disputes with consumers before a consumer board of arbitration. Consumers can contact this consumer arbitration board as follows:

General Consumer Arbitration Board of the Center for Arbitration e. V.

Address: Straßburger Str. 8, 77694 Kehl on the Rhine, Germany

Phone: +49 7851 79579 40

E-mail address: mail@verbraucher-schlichter.de

Website: https://www.verbraucher-schlichter.de

13. Changes to these Terms and Conditions

13.1 Storylake is entitled to change these Terms and Conditions at any time. The client will be notified of this in writing by letter, fax or e-mail and by posting the updated Terms and Conditions on a link made available to the client.

13.2 If the client does not object or cancel within a period of three weeks, the client’s behaviour will be interpreted as giving consent to the new Terms and Conditions, which will become valid on the date determined by Storylake. If the client objects, then Storylake is entitled to terminate the contract immediately.

14. Concluding provisions

14.1 The place of performance for all obligations arising from this contract is Storylake’s registered office.

14.2 The applicable law is the law of the Federal Republic of Germany.

14.3 The exclusive local place of jurisdiction for all current or future disputes arising from the commercial relationship with business people is Mainz. Storylake is also entitled to take legal action at the client's place of business.

14.4 Where a translation of these Terms and Conditions exists, the original German text is the binding version.

14.5 Should one or more provisions of these GTC be or become invalid or unenforceable, the validity of the rest of the contract remains unaffected.

14.6 Any invalid or unenforceable provision will be replaced by a provision that is valid and enforceable and comes as close as possible to the economic intent of the invalid or unenforceable provision.

14.7 The same applies in the event of any loopholes in these provisions.