General terms and conditions of KoDeJa GmbH
As of October 20, 2016
§ 1. Scope and general principles
1. These general terms and conditions apply exclusively to all legal transactions between the client and KoDeJa GmbH as the contractor. The version valid at the time of the conclusion of the contract is decisive.
2. Conflicting general terms and conditions of the client are invalid unless they are expressly recognized in writing by KoDeJa GmbH.
3. These general terms and conditions also apply to all future contractual relationships for KoDeJa GmbH as the contractor, even if this is not expressly referred to in follow-up or additional contracts.
4. In the event that individual provisions of these general terms and conditions are or become ineffective, this does not affect the effectiveness of the remaining provisions and the contracts concluded on the basis of them. Ineffective provisions are to be replaced by effective provisions that come closest to the meaning and economic purpose.
§ 2. Execution of the order
1. The subject matter and scope of a specific order is contractually agreed in each individual case./p>
2. KoDeJa GmbH is entitled to have the tasks incumbent on it performed in whole or in part by third parties. The third party is paid exclusively by KoDeJa GmbH. There is no direct contractual relationship of any kind between the client and the third party.
§ 3. Obligations of the client
1. The contracting parties are aware that the overall success of the project depends on trusting cooperation and an intensive exchange of information between the parties.
2. The client will name a suitable contact person / project manager for each project who will also be available at short notice to answer questions that may arise in connection with the performance of the contractual services.
3. The client ensures that KoDeJa GmbH is provided with all documents necessary for the fulfillment and execution of the order in a timely manner, even without their special request, and that it is made aware of all processes and circumstances that are important for the execution of the order. This also applies to all documents, processes and circumstances that only become known during the activity of KoDeJa GmbH.
4. The client ensures that his employees and the legally stipulated and possibly established employee representatives (works council) are informed about KoDeJa GmbH before the start of the activity.
§ 4. Loyalty, non-solicitation
1. The contracting parties mutually commit to loyalty. In particular, the enticement, hiring or other employment of employees entrusted with the performance of the contractual services or former employees of the contractual partner during the contract period and within 24 months after the end of the cooperation is to be omitted.
2. In addition, the client undertakes, during the contract period and within a period of 24 months after the end of the cooperation with KoDeJa GmbH, not to provide any company or employees of companies that KoDeJa GmbH has entrusted with the provision of the contractual services of a comparable type.
§ 5. Rights to work results
1. All copyrights and intellectual property rights to the work results of KoDeJa GmbH or those that are made available to the client in any other way, in particular to offers, consulting services, data carriers, interpreting services, drafts, reports, service descriptions, training material, translations, etc., remain with KoDeJa GmbH.
2. The provisions of the Copyright Act also apply if the level of creation required according to § 2 UrhG is not reached.
3. KoDeJa GmbH grants the client the non-exclusive right to use the work results protected in accordance with No. 1 during and after the termination of the contractual relationship for the contractually stipulated purpose. However, the client is not entitled to reproduce and / or distribute the work (s) without the express written consent of KoDeJa GmbH. Under no circumstances does the unauthorized duplication / distribution of the work (s) result in any liability on the part of KoDeJa GmbH - in particular for the correctness of the work (s) - towards third parties. The client is also liable for unauthorized recordings of the work (s) by third parties.
4. The granting of the rights of use regulated under No. 3 only becomes effective when the client has paid the contractually owed remuneration in full.
5. A breach by the client of the regulations of No. 1 and / or No. 2 entitles to extraordinary termination. Further claims, in particular for omission and damages, remain unaffected.
§ 6. Warranty
1. All those products or services are to be repaired or re-delivered free of charge at the option of KoDeJa GmbH, which show a material or legal defect within a warranty period of twelve months after acceptance of the service. KoDeJa GmbH must be informed immediately in text form of such defects being discovered. Deviating from this, the statutory limitation periods apply to claims under the Product Liability Act as well as to intent, malice and injury to life, body or health.
§ 7. Liability
1. KoDeJa GmbH is only liable for gross negligence and willful misconduct. Liability for slight negligence only applies in the event of a breach of essential contractual obligations and in cases of mandatory liability under the law, in the event of injury to life, limb or health and also not if and to the extent that KoDeJa GmbH has fraudulently concealed defects in the service or has guaranteed their absence.
2. Unless a different amount has been agreed in writing, liability is limited to the amount of the agreed fee, unless there are compelling statutory regulations to the contrary.
3. Claims for damages by the client can only be asserted in court within six months of becoming aware of the damage and the damaging party, but no later than two years after the event giving rise to the claim. Excluded from this are claims for damages due to injury to life, body or health and claims for damages due to damage caused by gross negligence or intent by KoDeJa GmbH. The statutory limitation periods apply in this respect.
4. The client has to provide evidence that the damage is due to the fault of the contractor.
§ 8. Confidentiality and data protection
1. KoDeJa GmbH undertakes to maintain absolute secrecy about all business matters of which it is aware, in particular business and trade secrets as well as any information it receives about the type, scope and practical activities of the client.
2. KoDeJa GmbH is released from its duty of confidentiality towards vicarious agents and representatives that it uses. However, it has to transfer the duty of confidentiality to them in full and is liable for their violation of the duty of confidentiality as for their own violation.
3. The duty of confidentiality continues to apply for a period of two years from the last documented receipt of an order request to KoDeJa GmbH by the client or from the date on which it is fulfilled.
4. KoDeJa GmbH is entitled to store and process personal data entrusted to it in the course of starting and carrying out business activities. The client guarantees KoDeJa GmbH that all necessary measures have been taken, in particular those within the meaning of the Data Protection Act, such as declarations of consent by the data subjects.
§ 9. Fee and invoicing
1. The billing modalities (billing according to time expenditure / flat rates) result from the respective offer. Unless otherwise specified in the offer, billing will be based on the progress of the project. In this respect, appropriate payments on account can also be requested before the project is completed, even if there are no independent partial services. The fee is due when the invoice is issued by KoDeJa GmbH.
2. If the agreed work is not carried out for reasons on the part of the client, or due to a justified premature termination of the contractual relationship by KoDeJa GmbH, KoDeJa GmbH reserves the right to payment of the entire agreed fee minus saved expenses. If an hourly fee is agreed, the fee is to be paid for the number of hours that could be expected for the entire agreed work, minus the saved expenses. The saved expenses are agreed at a flat rate of 30 percent of the fee for those services that KoDeJa GmbH has not yet provided by the date of the termination of the contractual relationship.
3. If the client is in arrears with due payments, KoDeJa GmbH can, subject to all further legal and contractual claims, stop the provision of further services and make future services dependent on the provision of prepayment even after the end of the delay in payment./p>
4. KoDeJa GmbH is entitled to send invoices to the client in electronic form. The client expressly agrees to the sending of invoices in electronic form by KoDeJa GmbH.
§ 10. Completion date
1. Information on the expected duration of the project and the completion of the project are always non-binding, unless expressly agreed otherwise in writing. Even if a binding completion date has been agreed, KoDeJa GmbH is not responsible for exceeding the deadline if this is due to force majeure (e.g. illness or other unforeseeable circumstances), to subsequent change requests by the client or to the fact that the client does not or does not comply with his obligations to cooperate in accordance with § 3 of these conditions has met on time.
§ 11. Final provisions / miscellaneous
1. Translations of the general terms and conditions may be offered in several languages. Only the German-language original is legally binding. Versions in other languages are for illustrative purposes only.
2. The court at the KoDeJa GmbH's place of business is responsible for disputes.
3. German law applies to the legal transactions subject to these General Terms and Conditions.
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