Place of performance
Project work that does not require a local presence at the client's premises can be carried out at the contractor's offices.
The performance of the project-related activities does not involve the hiring of temporary staff. Names are confidential. The personnel employed are not subject to the instructions of the customer and can be replaced by equally qualified employees if necessary.
Cooperation services of the client
The client shall name a contact person who is available to clarify questions and who is entitled to provide binding information and make decisions. The client is obliged to provide all information and material resources necessary for the performance of the service. The services of the client are free of charge for the contractor. All services to be provided by the Customer are a prerequisite for the Contractor to perform its services in accordance with the contract. If the Customer does not perform these services, any resulting increases in fees or postponements of deadlines shall be at the Customer's expense.
Terms of payment
Prices are quoted excluding the respectively valid value added tax. The service rendered will be invoiced after execution. Invoices are payable without deduction within ten calendar days of the invoice date.
The contractor is liable in the event of malice, intent or gross negligence in accordance with the statutory provisions. Damage caused by slight negligence will only be compensated if it is a violation of an essential obligation (cardinal obligation or essential secondary obligation). In cases of a slightly negligent breach of an essential obligation, liability is limited in amount to the damage typical for comparable orders of this type, which was foreseeable at the time the order was placed or at the latest when the breach of duty was committed, but at most to the amount of the order value.
Claims for damages under the Product Liability Act and for damages arising from injury to life, limb or health remain unaffected by the above limitations of liability.
Liability for any loss of or damage to data is limited to the expenditure that would be necessary to restore the data from the backed-up data material if the data had been properly backed up. The aforementioned limitations of liability shall also apply in favour of any legal representatives and vicarious agents of the contractor who may be involved.
Liability claims shall become statute-barred after one year.
Rights of use
Upon full payment of the agreed compensation, the client receives the simple right, unlimited in time and space, to use the work results for internal applications and purposes.
The contracting parties shall treat essential and not generally known matters of the other as confidential. Hardware, software, models and documents (e.g. reports, drawings, sketches, samples, etc.) which the contracting parties make available to each other may only be used for the contractually intended purpose. Any duplication or transfer to third parties beyond this is not permitted. The contractual partners must carefully store the documents made available here for the purpose of fulfilling the contents of the contract in their respective mutual interest. These documents are to be handed over at the end of the contract. A right of retention of these documents is excluded, unless the counterclaim is undisputed or has been legally established. When processing or using personal data, the Contractor shall handle such data in accordance with the provisions of data protection law.
Duty of care
The Contractor shall carry out all consulting services with great care and in accordance with the principles of proper professional practice, which are in line with the development of the industry and the needs of the Client in the best possible way.
Conclusion of contract
Deviating contract/order conditions of the client shall not apply. If a written contract is not concluded but the Contractor has already started preparatory work in the knowledge of the Customer, the Contractor shall be entitled to appropriate remuneration for this.
Changes and additions to this offer and the contract concluded on its basis must be made in writing. This also applies to the cancellation of this written form requirement.
Place of jurisdiction is Cologne. German law shall apply. The client shall only be entitled to offset claims from the same contractual relationship; these must either be legally established, undisputed or ready for decision.
Should any provision of the contract concluded on the basis of this offer be or become void or contestable or invalid for any other reason, the remainder of the contract shall remain valid. In such a case, the contracting parties undertake to agree on a provision instead of the void, contestable or ineffective provision which comes as close as possible to its intended purpose and pursues a corresponding economic purpose. § 139 BGB is not applicable.
Status: January 2015