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General terms and conditions

(Stand Januar 2022)

This page is a translation of the German data protection page for the purpous information. Legally relevant is only the German version of the page!

Cooperation obligations of the customer

  1. The customer supports ganzgraph gmbh in the fulfillment of its contractually owed services. This includes in particular the timely provision of information, data material, hardware and software. He will instruct ganzgraph gmbh in detail regarding services to be provided.
  2. If the customer has undertaken to provide ganzgraph gmbh with (image, sound, text or similar) materials, he/she must make these available immediately and in a common, directly usable, preferably digital format. If it is necessary to convert the material provided into another format, the customer shall bear the costs incurred for this. The customer shall ensure that ganzgraph gmbh obtains the rights necessary for the use of these materials.
  3. The customer shall cooperate at its own expense.

 

Third party participation

  1. ganzgraph gmbh is responsible for third parties who work for the customer in the area of activity of ganzgraph gmbh at the customer's instigation or acquiescence, as if they were vicarious agents. ganzgraph gmbh is not responsible if it is unable to fulfill its obligations to the customer in whole or in part or in a timely manner due to the behavior of one of the aforementioned third parties.

 

Dates

  1. The contracting parties shall set dates in writing if possible. Deadlines the non-observance of which causes one party to be in default without reminder pursuant to Section 286 (2) of the German Civil Code (binding deadlines) shall always be set out in writing and designated as binding.
  2. ganzgraph gmbh is not responsible for delays in performance due to force majeure (e.g. strikes, lockouts, official orders, general disruptions in telecommunications, etc.) and circumstances within the customer's sphere of responsibility (e.g. failure to provide cooperative services in a timely manner, delays caused by third parties attributable to the customer, etc.) and entitles ganzgraph gmbh to postpone the provision of the affected services for the duration of the impediment plus a reasonable start-up period. ganzgraph gmbh will notify the customer of delays in performance due to force majeure.

 

Performance changes

  1. If the customer wishes to change the contractually determined scope of the services to be provided by ganzgraph gmbh, he must express this change request in writing. The further procedure is governed by the following provisions. In the case of change requests that can be examined quickly and can probably be implemented within 8 working hours, ganzgraph gmbh may dispense with the procedure according to paragraphs 2 to 4.
  2. After reviewing the change request, ganzgraph gmbh will present the agreements made to the customer. The presentation will contain either a detailed change proposal or information on why the change request cannot be implemented.
  3. The contracting parties will agree on the implementation and attach the result to the text of the original contract as a supplementary agreement.
  4. If no agreement is reached or if the amendment procedure ends for any other reason, the original scope of services shall remain in effect.
  5. The customer shall bear the costs incurred by the change request. These include in particular the examination of the change request, the preparation of a change proposal and any downtimes. The costs will be charged according to daily rates if an agreement on daily rates has been made between the parties, otherwise according to ganzgraph gmbh's usual rates of remuneration.
  6. ganzgraph gmbh is entitled to change the services to be provided according to the contract if this is reasonable considering the interests of both parties.

 

Remuneration

  1. The remuneration of ganzgraph gmbh is generally based on time spent, which is invoiced on a monthly basis. Unless otherwise agreed, ganzgraph gmbh's currently valid rates of remuneration shall apply. ganzgraph gmbh is entitled to change or supplement the rates on which the agreements are based at its reasonable discretion (§ 315 BGB). Cost estimates or budget planning are non-binding.
  2. The customer shall bear all expenses, such as travel and accommodation costs, expenses within the limits applicable under tax law, and third-party claims for remuneration incurred in the course of the performance of the contract, upon presentation of proof thereof. Travel expenses will only be reimbursed if the travel distance from ganzgraph gmbh's headquarters exceeds 50 km. Pure travel time will not be reimbursed.
  3. If the parties have no agreement on the remuneration, the provision of which the customer could only expect according to the circumstances against remuneration, the customer shall pay the remuneration customary for this service. In case of doubt, the current remuneration rates set by ganzgraph gmbh for its services shall be deemed customary.
  4. All contractually agreed remunerations are exclusive of the statutory value added tax.

 

Right

  1. ganzgraph gmbh grants the customer the non-exclusive right to use the services rendered in accordance with the contract, without any restrictions in terms of space or time. If software is the subject of the services, §§ 69 d and e UrhG apply.

  2. Any further use is not permitted. In particular, the customer is prohibited from granting sublicenses and from duplicating, renting or otherwise exploiting the services.

  3. Until full payment has been made, the use of the services provided is only permitted on a revocable basis. ganzgraph gmbh may revoke the use of such services for the duration of the delay.

 

 

 

 

 

Infringements of property rights

  1. ganzgraph gmbh shall indemnify the customer at its own expense against all claims of third parties arising from infringements of property rights (patents, licenses and other property rights). The customer shall inform ganzgraph gmbh immediately of any claims asserted by third parties; if the customer fails to do so, the claim for indemnification shall expire.

  2. In the event of infringement of property rights, ganzgraph gmbh may - without prejudice to any claims for damages on the part of the customer - at its own discretion and at its own expense, after prior information with the customer, make changes which, while safeguarding the interests of the customer, ensure that an infringement of property rights is avoided or acquire the necessary rights of use for the customer.

 

Liability

  1. ganzgraph gmbh is liable for intent and gross negligence. For slight negligence, it is only liable in the event of a breach of an essential contractual obligation (cardinal obligation) and in the event of damage resulting from injury to life, limb or health.

  2. In the event of slight negligence, liability is limited in its sum to the amount of the foreseeable damage, the occurrence of which must typically be expected, up to a maximum of the amount of the agreed remuneration.

  3. ganzgraph gmbh is not liable for the loss of data and/or programs if this is due to the customer's failure to perform data backups and thereby ensure that lost data can be restored with reasonable effort.

  4. The above provisions shall also apply in favor of the vicarious agents of ganzgraph gmbh.

 

Secrecy, references

  1. The documents, knowledge and experience provided to the other contracting party may be used exclusively for the purposes of the underlying contract and may not be made available to third parties unless they are intended to be made available to third parties or are already known to third parties. Third parties shall not include auxiliary persons such as freelancers, subcontractors, etc. who are called in for the performance of the contractual relationship.

  2. In addition, the contracting parties agree on confidentiality regarding the content of their contract and the knowledge gained during its execution.

  3. The confidentiality obligation shall also apply beyond the termination of the contractual relationship.

  4. ganzgraph gmbh may name the customer as a reference customer on its website or in other media. It may also publicly reproduce or refer to the services rendered for demonstration purposes, provided that no confidential information of the customer is affected thereby. The customer may assert a legitimate interest to the contrary.

 

Mediation

  1. In the event of any disagreement arising out of or in connection with this contractual relationship, the parties shall first attempt to reach a solution through a thorough discussion.

  2. Durch die Parteien nicht lösbare Meinungsverschiedenheiten sollen durch ein Schlichtungsverfahren beigelegt werden. Sofern eine Partei die Durchführung eines Schlichtungsverfahrens ablehnt, kann sie den ordentlichen Gerichtsweg beschreiten, wenn Sie dies der anderen Partei zuvor schriftlich mitgeteilt hat.

  3. To enable conciliation, the parties mutually waive the defense of the statute of limitations for all claims arising from the disputed facts of life from the request for conciliation until one month after the end of the conciliation proceedings. The waiver shall have the effect of suspending the statute of limitations.

  4. A competent person to be appointed by the Bonn Chamber of Commerce and Industry shall act as arbitrator. The costs of the proceedings shall be divided in half here.

 

Others

  1. The assignment of claims shall only be permitted with the prior written consent of the other contracting party. Such consent may not be unreasonably withheld. The provision of § 354 a HGB remains unaffected.

  2. A right of retention may only be asserted on the basis of counterclaims arising from the respective contractual relationship.

 

Final provisions

  1. All amendments and additions to contractual agreements must be recorded in writing for evidence purposes. Notices of termination must be made in writing. Notifications that must be made in writing can also be made by e-mail and fax.

  2. Should individual provisions of the party agreements be or become invalid in whole or in part, the validity of the remaining provisions shall not be affected thereby. In this case, the parties shall replace the invalid provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision. The same shall apply to any loopholes in the agreements.

  3. General terms and conditions of the customer shall not become part of the contract.

  4. The law of the Federal Republic of Germany shall apply to the exclusion of international private law.

  5. The exclusive place of jurisdiction for all legal disputes arising from or in connection with this contract shall be Bonn.