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Terms of service

General Terms and Conditions
of Advaneo GmbH, Düsseldorf, 05.08.2018

Advaneo GmbH
Neuer Zollhof 2
40221 Düsseldorf
info@advaneo.de
www.advaneo.de
represented by the Managing Director: Jürgen Bretfeld

Contact
Phone: +49 (0) 211 / 87 66 91 0
E Mail: info@advaneo.de
 
Commercial Register Entry
Advaneo GmbH is registered with the Commercial Register at the Local Court of Düsseldorf under the number HRB 78478.
 
VAT ID
DE225348217

Table of contents

§ 1 Scope

  1. Unless expressly agreed otherwise, these terms and conditions apply to all current and future business relationships between us and our clients.
  2. Deviating, conflicting, or supplementary general terms and conditions of the client shall not become part of the contract—even if known—unless their applicability is expressly agreed in writing.

§ 2 Offer and Conclusion of Contract

  1. Our offer is valid for four weeks from the date the offer is made. All previous offers relating to the described scope of services then cease to be valid.
  2. Our offers are non-binding until accepted by the client within the period specified in the offer.
  3. The contract is concluded only upon our written order confirmation or by performance/delivery of the goods/work.
  4. Offers are generally non-binding. However, should the order placed on the basis of the offer significantly (i.e., by more than 10%) exceed the previously estimated costs, the client has a right of termination. This does not apply if the additional costs have led to an increase in the value of the work/service or are due to changed working conditions during contract execution.

§ 3 Remuneration/Payment Terms/Default/Set-off

  1. Prices are in euros (€) plus statutory VAT. Billing may be done monthly.
  2. Invoicing is based on the work performed in the form of person-days (PT).
  3. If services are offered at a fixed price, 30% of the remuneration is invoiced immediately after the order is placed. 60% of the order amount is invoiced after successful implementation. The remaining 10% is invoiced after acceptance.
  4. All claims become due upon invoicing and are payable without deductions within 30 days.
  5. If a calendar-specific or determinable payment date is stated on the invoice, the client shall be in default of payment at the end of the specified day without further reminder if payment has not yet been made. In the event of default, default interest may be charged without further proof at 5% p.a. above the base interest rate for consumers and 8% p.a. above the base interest rate for entrepreneurs. The assertion of further default damages remains reserved.
  6. Travel expenses are governed by the State Travel Expenses Act (NRW). Changes require written form and must be confirmed separately.

§ 4 Confidentiality/Data Protection

  1. We are under an unlimited obligation to maintain confidentiality regarding business and trade secrets as well as all information designated as confidential that becomes known to us in connection with the execution of the order. Disclosure to persons not involved in the performance of the order may only take place with the client’s written consent.
  2. We obligate all persons employed by us for the execution of the order in writing to comply with the above provision.
  3. Each contracting party may process the other’s data by automated means within the scope of order processing, insofar as this is permissible under § 26 BDSG.
  4. We process and use personal data provided to us insofar as this is necessary for the provision of our service and for the operation of the website. Otherwise, our data protection notices apply, which can be accessed on our website www.advaneo.de.

§ 5 Disruptions in Service Provision

  1. Insofar as a cause for delay not attributable to us, including strike or lockout, affects adherence to deadlines, we may demand a reasonable postponement of deadlines.
  2. If the effort increases and the cause lies within the client’s area of responsibility, we may also claim remuneration for our additional effort.

§ 6 Transfer of Risk

  1. If documents or records are sent at the request of a client who is an entrepreneur to this client or to a third party, the risk of accidental loss or accidental deterioration of the items being shipped passes to the client upon proper handover to the postal service or a reliable freight company, irrespective of whether the dispatch takes place from the place of performance and/or who bears the freight costs.
  2. If the client, who is an entrepreneur, is in default of acceptance or otherwise breaches duties to cooperate, the risk of accidental loss or accidental deterioration of the goods/work passes to the client at the time the client falls into default of acceptance or debtor’s delay.
  3. We are entitled to claim compensation for the damage incurred as a result, including any additional expenses.

§ 7 Liability for Infringement of Intellectual Property Rights

  1. We are liable for ensuring that our services are free from third-party intellectual property rights within the European Community and shall indemnify the client against all corresponding claims of third parties.
  2. Insofar as our services are based on materials provided to us by the client, such as data, texts, photographs, etc., the client shall be liable to ensure that these are free from intellectual property rights, personality rights, or other third-party rights.
  3. If a third party asserts against the client that a service infringes its rights, the client shall notify us. The client shall leave it to us—and, where applicable, to our supplier—to the extent permitted, to defend the asserted claims at our expense.
  4. If our service infringes third-party rights, we shall, at our discretion and at our expense, procure for the client the right to use the service, or modify the service so it is free of intellectual property rights, or take back the service at the invoice price (less reasonable compensation for use). Claims for damages remain unaffected in the event of our fault—within the scope of § 5 GTC.
  5. We are entitled, in accordance with the foregoing provisions, to prohibit the client from using the service if intellectual property right claims are asserted against the client.

§ 8 Limitations of Liability

  1. For damage caused by slightly negligent conduct, the liability of Advaneo GmbH is limited per insured event to EUR 2,000,000 for personal injury and EUR 1,000,000 for property damage.
  2. The maximum compensation for all insured events in one insurance year is twice the above liability amounts.
  3. The contractor is liable for intentional and grossly negligent conduct as well as for the breach of essential contractual obligations in accordance with statutory provisions.
  4. In the event of data loss, we are liable only for the effort required to reconstruct the data in the case of proper data backup by the client, provided that we have duly fulfilled our obligations to instruct on data backup.
  5. Contractual claims for damages by the client against us become time-barred one year after the claim arises.

§ 9 Copyright/Ownership

The rights to which we are entitled under the Copyright Act remain with us insofar as the contractual purpose does not require their transfer. Deviations must be expressly agreed in writing. The client’s copyright to documents provided by the client remains unaffected.

§ 10 Place of Performance and Jurisdiction

  1. German law applies. Insofar as the UN Convention on Contracts for the International Sale of Goods incorporated into German law would be applicable to foreign clients, it is excluded.
  2. Amendments and supplements to these conditions or to the contract should be recorded in writing.
  3. The place of jurisdiction vis-à-vis a merchant, a legal entity under public law, or a special fund under public law is our registered office, Düsseldorf.

§ 11 Severability Clause

Should any of the above provisions be wholly or partially invalid, the contract shall remain effective in all other respects in the event of an engagement. The project partners undertake to replace the invalid provision with one that comes closest to the content of the invalid provision.