Conditions
1. General - Scope
These terms and conditions apply to all current and future business relationships. Deviating, conflicting or supplementary general terms and conditions of the client (hereinafter AG), even if known, are not part of the contract unless their validity is expressly agreed in writing. This also applies if the contractor (hereinafter AN) produces the work or provides the service without reservation in the knowledge of conflicting or deviating terms and conditions of the customer.
The order conditions only apply to companies, legal entities under public law or special funds under public law in accordance with Section 310 of the German Civil Code.
2. Placing of Orders
Offers by the Contractor are non-binding. By ordering the work or the service, the AG makes a binding declaration that it intends to place the order. The Contractor is entitled to accept the contract offer contained in the order within 2 weeks of receipt. Acceptance can be declared in writing or by handing over the work to or providing the service to the AG.
The agreed services and remuneration are specified in the order or confirmation letter and the expected completion date is given. The conclusion of the contract is subject to the correct and timely delivery by the Contractor's suppliers. This only applies in the event that the non-delivery is not the responsibility of the contractor, in particular if a congruent hedging transaction is concluded with his supplier. The client will be informed immediately about the non-availability of the service. Any counter-performance by the customer will be paid immediately
Reimbursed.
3. Scope of Services
The Contractor only owes the services agreed in the context of individual contracts. In the case of extensions of services requested verbally or in writing by the AG, the existing individual contracts with regard to remuneration and service deadlines continue to apply accordingly. The request
supplementary consulting or analysis activities, represents an additional order subject to a fee, even if this activity forms the basis for further additional orders. If extension orders from the client include the assumption of increased or expanded competencies or responsibilities in the project context, in particular those that may result in an increase in the risk of liability, the acceptance of the additional order requires written confirmation from the contractor. The Contractor is only responsible and accountable for the things that have been explicitly agreed as the scope of the contract. He expressly assumes no responsibility and responsibility for the proper operation of the AG's IT systems (hardware and software) himself. Unless otherwise agreed, the contractor is also not responsible for the overall success of a project, but only delivers partial services.
Insofar as the Contractor develops specifications, these must be created in a manner that corresponds to the current market standard for comparable projects. For this it is sufficient that the documents are regarded by both sides as a sufficient basis for the implementation of the specified system by the contractor. The usability of the specifications by technically uninvolved third parties is not owed. When creating individual software for the client, the contractor is not obliged to provide knowledge about the software created and the capacities for processing any fault reports or change requests. Such an obligation only exists if a corresponding support contract is concluded.
Other services of the AN in connection with the software otherwise represent additional orders of the AG that are subject to a fee.
4. Business hours, place of performance
The business hours of the AN are from Monday to Friday between 8:00 a.m. and 6:00 p.m. The services will be provided at the contractor's premises and on site at the contractor's discretion and according to project requirements.
5. Cooperation services of the AG
The customer is obliged to provide the contractor with all documents and information required for timely processing in good time before the start of order processing and to name a competent contact person who will be available during order processing. delivery delays
due to the late provision of the documents or a lack of contact persons are at the expense of the client.
He is also responsible for the content and technical specifications of the documents and information provided. A content check does not take place by the contractor. Insofar as safety standards that deviate from the standard safety standards apply in the client's business area or if terminologies typical of the company are used, the client will inform the contractor about this and make them available to him to the extent necessary for order processing. The AG is obliged to protect itself against data loss appropriately and in accordance with the current state of the art against new installations or changes to the installed software by the AN by comprehensive data backup. The Client must also install an up-to-date virus protection program. Insofar as the AN deems this necessary, the AG shall provide a test environment (hardware with the latest
software status, in particular the operating system corresponding to the later conditions of use and the corresponding server software) are available.
If the AN recommends certain procedures or the use of certain solutions and products, with reference to the resulting improvements, particularly in the areas of system availability, reliability, data protection, virus protection, protection against intrusion and abuse, spam protection and similar areas, and if the AG does not act according to this recommendation, If he decides against it, or if he commissions the contractor to implement something that deviates from the recommendation, the client bears sole responsibility for the consequences. Liability on the part of the Contractor for damage that could probably have been avoided if the recommendation had been followed,
is excluded.
6. Scope of remuneration, price list
Unless otherwise agreed, the AG owes the AN a resource-related fee (rounded up to the nearest 15 minutes) for the services rendered by the AN in accordance with the applicable price list of the AN. Expenses specified by the contractor in individual contracts are estimates and do not represent a fixed price guarantee. Additional services by the contractor at the request of the client are to be remunerated at an agreed fixed price according to the actual expense of the contractor in accordance with the currently valid price list of the contractor and are not part of the agreed fixed price. If a minimum purchase of services for a contract period or the regular provision of certain services has been agreed and a price reduction compared to the applicable list price is granted, the Contractor can calculate the price difference for the services actually provided at the end of the contract period if the full agreed scope is not accepted.
7. Expenses Overruns
If, during the execution of the order, it becomes apparent that the estimated total effort will be exceeded, the Contractor and the Client will immediately agree on possible solutions. As far as an agreement on the
If the additional effort required for the proper achievement of objectives cannot be achieved, the AG can waive further services from the AN in whole or in part. The expenses incurred by the Contractor up to this point in time are to be reimbursed independently of this.
8. Remuneration, Due Date, Statute of Limitations
The currently valid price list of the Contractor applies. All of the Contractor's prices are exclusive of travel times, accommodation and travel expenses and statutory VAT. Third-party license fees, shipping costs, installation, training or other ancillary services are not included in the price unless otherwise agreed._cc781905-5cde -3194-bb3b-136bad5cf58d_ In the case of services provided by the AN for operational or technical reasons or at the request of the AG outside the business hours of the AN, a surcharge of 25% will be charged, and 50% on weekends/holidays.
In the case of contractor services outside the contractor's premises, the travel costs incurred (mileage allowance) and expenses as well as travel times will be invoiced according to the contractor's applicable price list. The client undertakes to make monthly advance payments in the amount of the services provided by the contractor by the end of the month in accordance with the partial invoices sent by the contractor. Payments by the AG are due within 10 working days after receipt of the partial or final invoice.
If the client is in arrears with the payment, he must expect default interest of 8% above the base interest rate. Interest on arrears will accrue if the payment deadline is exceeded, even without a reminder. The Contractor reserves the right to prove and claim higher damages caused by delay. He can first apply payments to older debts.
The customer only has the right to offset if his counterclaims have been legally established or recognized by the contractor. The Contractor's claims for remuneration become statute-barred in 5 years.
9. Dates, deadlines and impediments to performance
Delivery dates or deadlines, which can be agreed as binding or non-binding, must be in writing. If the cooperation of the client is required or agreed for the service, the delivery time is extended by the time that the client has not fulfilled this obligation. In the event of delays as a result of changes in the customer's requirements, insufficient requirements in the customer's application environment, problems with third-party products, the delivery or service dates are extended accordingly. Insofar as the Contractor is unable to perform its contractual services or is unable to do so in a timely manner as a result of labor disputes, force majeure or other unavoidable circumstances, there will be no adverse legal consequences for the Contractor. If changes or additions are commissioned by the client that are not just of a minor extent, dates and deadlines based on the original subject matter of the contract lose their validity.
10. Acceptance
The customer is obliged to accept the contractor's services or partial services within 14 days of delivery or service or to send the contractor a notice of defects. After the expiry of 14 days, the declaration of acceptance shall be deemed to have been issued unless the Contractor has received any notification to the contrary. If acceptance is not possible within 14 days due to the nature of the work, an acceptance period of no more than one month shall apply.
11. Use Rights
Upon receipt of the AG's final payment by the AN, the AN grants the AG an exclusive (with the exception of the AN) right of use to the order results created for the AG and to the order results belonging to the AN's business area a simple, non-transferable right of use. Insofar as the result of the order is embodied in reports, data carriers, samples or other documents, ownership of these shall pass to the AG upon receipt of the AG's final payment by the AN. When using templates from the client, the contractor assumes that these are not encumbered with third-party rights or that the client has the license and usage rights required for the order.
The AG releases the AN from third-party claims in this respect. The client undertakes to point out copyrights or the authorship of third parties when using the order results.
12. Confidentiality and Right of Retention
The parties are obliged to maintain secrecy about all business transactions and activities of the respective contractual partner. Confidential information that is handed over as part of contract processing must be clearly marked as confidential. The statutory provisions on data protection must be observed. Disclosure of confidential information to third parties outside the company area or duplication thereof is not permitted without the prior written consent of the other contracting party.
The parties are obliged to return the documents to the other contracting party after the end of the respective order. This obligation applies to the Contractor after full payment of the agreed remuneration.
13. Warranty
The warranty period for the contractor's deliveries and services is 12 months from the date of service or acceptance of the work. Defects in the delivery or service will be remedied free of charge at the option of the AN within the warranty period after appropriate notification by the AG through repair or new production. If the Contractor seriously and finally refuses performance, refuses to remedy the defect and subsequent performance because of disproportionate costs, subsequent performance fails or it is unreasonable for the Client, the Client can only choose to reduce the remuneration (reduction) or cancel the contract ( withdrawal) and claim damages within the scope of the limitations of liability (Section 15) instead of performance.
Claims for defects do not exist if the defect is only insignificant, i.e. in particular does not have a significant effect on the agreed use. The short warranty period does not apply if the contractor can be accused of gross negligence, or if the contractor is responsible for bodily injury or damage to health of the customer. Liability of the Contractor under the Product Liability Act remains unaffected. In the event of fraudulent concealment of defects or the assumption of a guarantee for the quality, further claims remain unaffected. The AG does not receive any guarantees in the legal sense from the AN.
14. Defects and Notification of Defects
The customer's notification of defects must be received by the contractor in writing (German / English) within the warranty period. It must be formulated in a way that allows the Contractor to reproduce and precisely analyze the problem. This includes in particular the system states before and after an error as well as any system messages and error numbers that may have occurred in full text. Otherwise the Contractor is not obliged to process the defect report.
There is no defect in the performance or delivery of the Contractor if changes have been made to the configuration of the affected or connected systems without the written consent of the Contractor. Likewise, there is no defect in the case of errors resulting from interactions with systems and system parts of the AG that are not subject to the care or responsibility of the AN. Insofar as the circumstance complained about by the AG is not a defect for which the AN is responsible, services rendered by the AN in connection with remedying the circumstance complained of are to be remunerated by the AG.
15. Liability
In the case of slightly negligent breaches of duty, the contractor's liability is limited to the foreseeable, contract-typical, immediate average damage according to the type of work or service. Liability for consequential damages is excluded. This also applies to the legal representatives of the Contractor or his vicarious agents. In the event of slightly negligent violations of insignificant contractual obligations, liability on the part of the Contractor is excluded. Liability for data loss is limited by the typical recovery effort. This is based on the damage that would have occurred if the AG had taken reasonable security measures (e.g. making backup copies). Otherwise, the liability of the Contractor is limited to the amount owed by the Client for the damage-causing part/service of the Contractor, in the case of insured risks in the amount of the insurance benefit.
The above limitations of liability do not apply to product liability claims by the customer. Furthermore, the limitations of liability do not apply in the case of damage to the body and health of the AG attributable to the AN.
16. Contract Amendment
The contractor is entitled to change or supplement contractual agreements insofar as this is necessary to adapt to changed legal or technical circumstances or other changed framework conditions
is. The customer must be notified of the change request in writing with a reasonable period of notice. If the AG does not object to the changes within a period of two weeks after receipt of the change notification, they will take effect in accordance with the announcement. If the change results in the balance between service and consideration being more than insignificantly affected, the client is entitled to an appropriate reduction in remuneration. In the event that the parties cannot agree on such a reduction, each party has the right to extraordinary written termination.
If the client objects within the deadline, the contractor is entitled to terminate the contract at the point in time at which the changed conditions should come into force. The expenses incurred by the Contractor up to this point in time must be reimbursed.
17. Final Provisions
The law of the Federal Republic of Germany. The exclusive place of jurisdiction for all disputes arising from this contract is the place of business of the Contractor. Should individual provisions of the contract with the customer, including these General Terms and Conditions, be or become wholly or partially invalid, this shall not affect the validity of the remaining provisions. The wholly or partially ineffective regulation should be replaced by a regulation whose economic success comes as close as possible to that of the ineffective one.