Terms & Conditions
(1) Our terms and conditions govern all services that are related between us and the customer:
• The sale and the release of standard software, acc. § 5 of these terms & conditions,
• The development and implementation of custom commercial software, due to the respective customer demands that are created and adapted, acc. § 6 of these terms & conditions,
• The provision of support services, that are Maintenance and care services for Individual software of the customer, acc. § 7 of these Terms &conditions and / or
• The provision of consulting services, acc. § 8 of these Terms and conditions.
(2) Our terms and conditions apply exclusively, unless otherwise agreed. We herewith expressly object to other Terms & Conditions of the customer. Even if we refer to a letter that contains or refers to the terms and conditions of the customer or a third party, this does not constitute agreement with the validity of those terms and conditions.
(3) These terms and conditions apply only if the customer is an entrepreneur (§ 14 German Civil Code BGB), a legal entity under public law or a special fund under public law.
(4) Our terms and conditions apply in their respective version as a framework agreement for future business relationships, without us in each case again refer to them; We will inform the customer immediately about changes to our terms and conditions.
(5) In cases that individual agreements made with the customer particularly our order confirmation to the customer and special (use) conditions for the offered product / service, including side agreements, additions and changes, have priority over these terms and conditions in any case. For the content of such agreements, subject to proof to the contrary, a written contract or our written confirmation shall prevail.
(6) References to the validity of statutory provisions are only of clarifying significance. Even without such clarification, the statutory provisions apply insofar as they are not amended or expressly excluded in these General Terms and Conditions.
§ 2 Conclusion
(1) Our offers are non-binding. A legal obligation is only concluded by a contract signed by both parties or by a written order confirmation by us, as well as by the fact that we begin after the order with the performance (in the following: individual contract).
(2) An order of the customer is considered a binding contract offer, which we can accept within 3 weeks.
§3 Prices and Payments
(1) All fees are based on the prices agreed with the customer in the individual contract or our written offer for this purpose. If no specific prices are agreed, our general price list applies in its current version.
(2) All fees are exclusive of applicable statutory value added tax.
(3) Unless otherwise agreed, the amounts stated in the invoice are due for payment immediately upon receipt without deductions. The payment has been made if we can clear the amount shown in the invoice. We will provide an electronic invoice by e-mail, hereby the customer agrees. If our services are billed with time or consumption, the customer is entitled to monthly invoices by e-mail. This should indicate the type of billed services and the time spent or consumption.
(4) If the customer does not pay within 14 days after invoicing, he gets in delay without a reminder. The outstanding amounts are subject to interest from the default in accordance with the statutory provisions. The assertion of higher interest and further damages remains unaffected.
(5) The customer is entitled to set-off or retention rights only insofar as his claim has been legally established, undisputed or acknowledged by us. Counterclaims that the customer can refuse to pay i. P. V. § 320 BGB are also excluded from the set-off. The customer is only authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
(6) If we are unable to provide our support-related services for a continuous period of 24 hours; after we learn of the failure of the customer, and the failure is due to the same cause, our monthly compensation will be proportionally reduced by the degree of usage restriction and the time of restriction of use, if the cause is in our scope and we are responsible for the cause.
(7) We are entitled to change our service and product descriptions by written notice to the customer, provided the change is based on factual reasons and / or is reasonable for the customer. Furthermore, it is entitled to adjust the remuneration arising in the context of continuing obligations annually by written notification to the customer. Such changes shall be binding for both parties 45 days after the notification, unless the customer objects. If the customer objects, each contracting party is entitled to terminate the contract within a period of 3 months. The customer’s right to object only to a price adjustment if it leads to a significant increase in costs, that is there is a price increase of at least 5% and, at the request of the customer, we can not prove within one month that the price adjustment was caused by an actual increase in costs or by market changes.
§4 Contract period, termination
(1) Unless otherwise agreed, the minimum contract term for services under a support contract is 12 months. The period for ordinary termination is three months to the end of the contract period. Unless otherwise agreed, the contract is extended for a further 12 months due to lack of notice.
(2) The right to termination without notice for good cause remains unaffected. An important reason that entitles us to terminate, in particular, if the customer with the payment of fees with an amount of two monthly basic charges in default, culpably violates a material contractual obligation and the customer despite warning within a reasonable period Remedies legal violations, violates copyright, competition, naming or data protection regulations, or publishes National Socialist, racist, radical or otherwise illegal content.
(3) Each termination requires the written form to be effective. The customer can also terminate by e-mail if it meets the electronic form of § 126a BGB (so-called qualified electronic signature).
§ 5 Sale and delivery of standard software
(1) With full payment of the remuneration, the customer receives a non-exclusive, unlimited right to use the standard software in the scope of the individual contract and the license. Before full payment of the fee, all data carriers, already released software on external servers and the transferred user documentation are subject to retention of title. The standard software may be used simultaneously by the number of natural persons at the same time, which corresponds to the licenses purchased by the customer or the number specified in the individual contract. The permitted usage includes
• the installation of the standard software;
• the loading into the RAM as well
• the intended use by the customer.
The number of licenses as well as the type and extent of use are determined by the individual contract and / or the license certificate.
(2) In following cases the customer has no right to purchase standard software
• to rent or sublicense in any other way;
• to play or make available to them in a wired or wireless manner; or
• make it available to third parties for a fee or free of charge, eg by way of the Application Service Providing or as “Software as a Service”.
(3) The customer is entitled to make a backup copy if this is necessary to secure future use. The customer will visibly affix the note “Backup copy” as well as a copyright notice of the manufacturer on the created backup copy.
(4) The customer is only entitled to decompile and duplicate the standard software if and as far as this is provided for by law. However, this only applies on the condition that we have not made the necessary information available to the customer on request within a reasonable period of time.
(5) The customer is entitled to permanently transfer the purchased copy of the standard software to a third party by handing over the license and the documentation. In this case, he will completely relinquish the use of the standard software, remove all installed copies of the standard software from his systems and delete or transfer to us all copies located on other data carriers, unless the customer is legally obliged to retain them for a longer period. At our request, the customer will confirm in writing the full implementation of the said measures or, if necessary, explain to us the reasons for a longer storage period. Furthermore, the customer will agree with the third party expressly the extent of the granting of rights in accordance with this § 5 of our Terms and Conditions. Splitting acquired license volume packages is not permitted.
(6) If the customer uses the standard software to an extent that exceeds the acquired rights of use qualitatively (with regard to the type of permitted use) or quantitatively (in terms of the number of acquired licenses), he will immediately acquire the rights of use necessary for the permitted use. If he fails to do so, we will assert our rights.
(7)The customer may not remove or modify copyright notices, serial numbers and other features used for the program identification from the standard software.
(8) The customer is responsible for the exclusive use of hardware and software that we have either recommended or approved, or that is suitable for the use of the software we have developed. The customer acknowledges that this is an absolute requirement for the intended use of the standard software. It is the sole responsibility of the customer to also comply with the applicable building, infrastructure, hardware, or other requirements necessary to install the software. If we have agreed with the customer that we should carry out the installation of the standard software in whole or in part, the customer has to pay us an additional fee, which is based on our current price list or by separate agreement.
§ 6 Development and provision of individual software
(1) If the individual contract between us and the customer stipulates that we develop software for him, the following additional regulations apply.
(2) Insofar as the customer commissions the development of specific commercial software, the latter alone is responsible for the content. The customer is obliged to provide us with all necessary information for the software development.
(3) A guarantee for the runnability of the individual software is not given.
(4) Each party is entitled to request changes to the contractual services (change request), especially if the service requirements change during the contract period. This does not apply to already accepted parts of the service. The customer is obliged to send each change request to us in writing. If the customer’s changes are not insignificant, we will determine the time delays and overheads associated with the desired changes and agree with the customer on a corresponding contract adjustment. If no agreement is reached with the customer within 20 working days, we are entitled to reject the change request.
(5)The acceptance of the individual software is made by the declaration of the customer in text form (for example by email) or by the actual putting into use by the customer. The customer is obliged to accept the goods if the works show no significant defects upon acceptance. Only insignificant defects do not justify the customer’s right to refuse acceptance.
Insignificant defects are, in particular, deviations which do not particularly limit the functionality. If the customer does not declare the acceptance, although he is obliged to do so, we are entitled to set the customer a period of 10 working days to explain the acceptance. After unsuccessful expiration, the acceptance is deemed to have taken place, unless the customer sets out any material defects in writing with justification. We are entitled at any time to partial acceptances of delimitable parts of services and the customer is obligated to them.
(6) The parties agree that in the case of a software development contract, we charge 50% of the total compensation with the conclusion of the contract and the balance with the completion of the project, but before handing over the software / live connection to the database / live connection of the homepage. If the processing of the project takes longer than 3 months, we are also entitled to charge 25% of the total remuneration three months after conclusion of the contract.
(7) We grant the customer the rights of use, necessary for the purpose of the individual contract in relation to the individual software to be created for him. The customer receives a temporally and spatially unlimited, exclusive right to use the individual software.
(8)Should any of the services and descriptions offered by, us be obvious or should it result from documentation from us or a third party that the services include a third-party product and / or source code or module from a third-party provider, Customer shall be bound by the terms and conditions of licensing, use and breach of any such source code or module. The conditions to be observed by the customer within the meaning of this paragraph result either from the individual contract.
(9) The customer is responsible for the exclusive use of hardware and software that we have either recommended or approved, or that is suitable for the use of the software we have developed. The customer confirms and acknowledges that this is an absolute requirement for the intended use of the individual software. It is the sole responsibility of the customer to also comply with the applicable building, infrastructure, hardware, or other requirements necessary to install the software. Unless we have agreed with the customer that we are installing the
To make individual software in whole or in part, the customer has to pay us an additional fee, which is based on our current price list or by separate agreement.
(10) The further support of the developed software is not included in the software development and must be agreed separately.
§ 7 Support Services
(1) If in the individual contract it is agreed between us and the customer that we also provide support services, the following regulations also apply to these.
(2) Apart from the warranty, we assume the support of the software, in particular the diagnosis and elimination of non-warranty related faults. The conditions vary from product to product and are listed in the respective service description. In addition to the service descriptions, the current service level agreement (SLA) applies to the products, unless otherwise agreed.
(3) Support is provided within the time specified in the individual contract, the specification and / or the SLA.
(4) We will, at our sole discretion, provide new versions of our software when we have released a new version, updates, patches, or new upgrades that contain changes, modifications, or bug fixes to the software.
(5) We will provide any kind of information not covered by paragraphs 4 and 5, but which we may find necessary in relation to the use of our software.
(6) Our support services also include services at the customer’s site. In the event that we provide on-site services, we are entitled to additional support, travel and accommodation costs. Furthermore, we are entitled to charge additional travel expenses, travel time and hours in accordance with our applicable price list.
(7) Our remote support is available daily at business hours: 9:00 am to 6:00 pm CET; excluded: Saturdays, Sundays, public holidays according to the law on Sundays and public holidays in NRW-Germany.
(8) We provide our support services in German and English.
(9) Our support specifically excludes the following cases:
• Incidents caused by Customer or its own hardware, equipment or other software or IT environment;
• Incidents caused by modifications or interruptions of our services by the customer or by the other customer software and the customer or a third party for this was not commissioned by us;
• Incidents caused by cyberattacks, viruses, malicious programs, natural disasters and similar events;
• Incidents caused by the customer using a system (hardware and software) that does not meet the necessary system requirements for our software, or
• Incidents caused by incorrect information of the customer.
If we nevertheless provide services in the aforementioned cases, we are entitled to charge the customer additionally in accordance with our respectively valid price list.
(10) The customer must inform us immediately about incidents and / or defects or defects in our software by telephone or e-mail. When reporting incidents, the customer must describe and demonstrate to us what the reported incident is and the customer must provide us with sufficient information so that we can adjust or repeat the incident. At our request, the customer must immediately provide us with the data and information required to provide our support. Furthermore, the customer must immediately follow our instructions and review our information in this respect and confirm.
§ 8 Consulting Services
(1)If it is agreed between us and the customer in the individual contract that we provide consulting services, the following additional regulations apply to these.
(2) In the context of the consultation we provide according to the instructions of the customer as well as in consultation with this advisory services (“consulting services”). The advisory services are specified in detail in the individual contract and can in particular include the following services:
• Business consulting
• Process consulting
• Company ratings
• Change Management
•Proactive provision of subject-specific know-how;
• Project planning and project preparation, in particular
• Assistance in the creation of needs and feasibility studies;
•Exploration of the relevant provider market and support in the implementation of the tender and the due diligence
• Support in the preparation of the specifications;
• Assistance in examining the draft specifications with regard to their conclusiveness and practicability;
• Accompanying project monitoring during the construction phase with regard to the fulfillment of the requirements of the specifications and the adherence to the timetable;
• Assistance in the acceptance of the project object.
(3) We are free in the division of our working hours. However, we have to coordinate with the client’s project manager to work with the client and to meet deadlines. The project manager is to be determined by the customer and to inform us in writing.
(4) The customer must promote our consulting services through appropriate cooperation. In particular, the customer will provide us with the information and data required to do so and will allow our employees access to their business premises to the extent necessary during their business hours.
(5) Unless otherwise stipulated in the individual contract or in our acceptance of the offer, all travel times and costs caused by arrival and departure at the customer’s location are remunerated separately. We are entitled to charge travel expenses, travel time and hours in accordance with our applicable price list.
§ 9 Warranty Rights
(1) For the material and legal rights of the customer in the context of the transfer of standard software, the statutory provisions of §§ 433 ff. BGB apply unless otherwise stated below. For the property and legal rights of the customer in the context of works contract services, i. for the creation of individual software, by us, the statutory provisions of §§ 631 ff. BGB apply, unless otherwise stated below.
(2) The customer’s claims based on defects under the law of sale presuppose that he has complied with his statutory inspection and complaint obligations (§§ 377, 381 HGB). The customer must inspect the standard software supplied by us without delay and notify us in writing of any defects that can be identified (obvious defects) within 5 working days of receipt of the standard software. The customer must notify us in writing about any defects that are not obvious immediately, ie no later than 5 working days after their discovery. If defects are not reported or notified in time, the standard software is considered approved.
(3)The contractual contractual claims of the customer assume that he has notified us of the defects in good time. The customer must inspect the individual software delivered by us or the support service after acceptance without delay and notify us in writing about any defects that can be identified (obvious defects) without delay, at the latest within 10 working days of receipt of the individual software. The customer must notify us in writing about any defects that are not obvious immediately, ie no later than 10 working days after their discovery. If defects are not displayed or reprimanded in time, the individual software shall be deemed approved.
(4) As far as it requires the assertion of warranty claims of a period of grace by the customer, § 10 paragraph 3 of these terms and conditions apply.
(5) If the supplied standard software, individual software and / or our support service is defective, the customer is initially only entitled to supplementary performance, which can be done at our option by repair (repair) or replacement. Our right to refuse supplementary performance under statutory conditions remains unaffected.
(6) We have the right to make the owed supplementary performance dependent on the payment of the due compensation. However, the customer has the right to retain part of the remuneration that is appropriate in relation to the defect.
(7) The customer must give us the time and opportunity required for the owed supplementary performance, in particular to make the rejected software available for examination purposes.
(8) The expenses necessary for the purpose of the examination and supplementary performance, in particular transport, travel, labor and material costs shall be borne or reimbursed in accordance with the statutory provisions (§§ 439 para. 2 and 3, 635 para. 2 BGB), if indeed there is a defect. Otherwise, we may demand compensation from the customer for costs incurred in connection with an unjustified defect removal request (in particular inspection and transport costs), unless the lack of defectiveness was not recognizable to the customer.
(9) If the supplementary performance fails twice or if it is not provided within a reasonable period of grace of at least three weeks which is set by the customer or if such a period is unnecessary according to the legal provisions, the customer may, at his discretion, reduce the remuneration or – if the defect or the breach of duty is significant – withdraw from the contract. If the customer has reduced the remuneration due to a defect, he can not withdraw from the contract due to the same defect. In a minor defect, however, there is no right of withdrawal.
(10) All warranty rights of the customer are excluded, as far as the software delivered by us carries out repairs or other work by the customer or by third parties, unless we had previously agreed in writing (consent).
(11) Furthermore, we do not warrant for defects or damages that are based on the fact that the software supplied by us and / or support services rendered by us is not used for its intended use or for its normal use. The intended use or the usual use result either from the traffic concept or from the individual contract. In particular, a defect or damage is due to improper use or use if this is due to one of the following causes:
• improper use, operating errors and negligent behavior of the customer;
• Operation with wrong software or hardware. Operation with incorrect software or hardware is given in particular if the software and / or hardware used by the customer does not meet the system requirements of the respective software. The system requirements arise either from the individual contract, the license or further processing, improper reprogramming by the customer or a third party.
(12)Claims of the customer due to material defects and defects of title expire one year from handover of the standard software or acceptance of the individual software and / or support service. Exceptions to this are claims for damages of the customer resulting from injury to life, limb or health, intent or malice, as well as the product liability law. These become statute-barred only after the legal limitation periods.
(13) Claims by the customer for damages or reimbursement of futile expenses exist even in the case of defects only in accordance with the following § 12 of these Terms & Conditions and are otherwise excluded.
(14) As far as we transfer rights of use to our customers according to §§ 5 and 6 of these terms and conditions, we are responsible for ensuring that we hold the necessary rights and licenses for them.
(15)A guarantee requires the written declaration by us.
(16) We make no representation and / or guarantee for the functionality, quality and performance of standard and / or individual software. We also make no representation and / or guarantee that the standard and / or individual software is suitable to achieve certain goals of the customer, and the standard and / or individual software does not infringe rights of third parties. The product descriptions, illustrations, test programs, etc. are performance descriptions, but not warranties.
§ 10 Obstacles
(1)An agreed performance period is extended or we have the right to temporarily suspend our performance in a reasonably necessary framework, if
•a case of the change request according to § 6 para 4 is present;
• the provision of the service is temporarily rendered impossible or difficult due to force majeure or other unusual and unrelated circumstances. Events of force majeure include, in particular, war, warlike conditions, mobilization, import and export bans and blockades. Other exceptional and non-culpable circumstances are in particular transport hindrances, breakdowns, delays in the delivery of raw materials, strikes, lockouts and other industrial disputes, even if they occur at our subcontractor.
• the provision of services is stopped by an unavoidable circumstance that we are not responsible for, in particular when maintenance or construction work takes place at the communication facilities, the power supply is interrupted or the communications network fails;
• we have to make necessary maintenance on our or the customer’s systems;
• there are technical changes to our equipment which are necessary for the proper operation of the software;
• the customer does not fulfill his obligations under the contracts concluded between the customer and us despite a warning from us; An agreed performance time is extended by the duration of the obstacle. This paragraph shall apply mutatis mutandis to disruptions of third party investments that we use to fulfill our obligations to the customer.
(2) Beginning and end of such obstacles, we inform the customer, if possible before the occurrence of the obstacle. If a notification is not possible in advance, we will notify the customer immediately after the occurrence of the obstacle.
(3) Incidentally, our default is determined by the statutory provisions. In any case, however, a reminder by the customer is required. Additional periods must be set in writing. A period of grace set by the customer is in any case inappropriate if it is less than three weeks. Depending on the nature of the service, a longer grace period may be required. If we are in default with a performance owed by us and the customer has set us a reasonable period of grace twice unsuccessfully, the customer has the right to withdraw from the contract.
§ 11 Obligations of the customer
(1) The customer undertakes to impose the obligations of these Terms and Conditions on any legal successors.
(2) Customer remains solely responsible for maintaining the security of its IT environment, its work environment, its network and the applications it uses. The customer is still responsible for his data backup, backup for login details, passwords or similar. We are not responsible for the customer’s IT system or hardware and software.
(3) The customer shall take all necessary precautions in the event that the software does not work properly in whole or in part (for example, through data backup, documentation of software usage, fault diagnosis, regular review of results, contingency planning).
(4) Furthermore, the customer is obliged to grant us or our subcontractors the access to his buildings, his IT infrastructure, his IT system, the equipment and the software operated by the customer, insofar as this is necessary for the provision of the contractual services. The customer is generally obliged to provide all necessary information so that we can provide our contractual services. The customer also has to inform us of any change in the provision of our services
could affect. In particular, the customer must notify us of defects and defects in his IT infrastructure or software or the software used by him.
(5) The customer undertakes to carry out the operation of the standard and / or individual software only with suitable software and hardware. Which software and hardware for operation
the standard and / or individual software is suitable, results from the system requirements of the respective software. The system requirements arise either from the individual contract.
(6)The customer alone is responsible for this and he alone has to ensure that he does not violate any applicable laws or regulations or other regulatory dispositions. Furthermore, only the customer is responsible for the use of the software and that any data created or archived during use, with any applicable rules, laws, government decrees, especially data protection provisions, copyright and other provisions on freedom of information and others Comply with regulations, in particular commercial law, accounting rules and in particular also comply with instructions from supervisory authorities, etc.
(7) The customer is not entitled to use our services in the following ways:
• in a manner prohibited by law, regulation or official order or ordinance;
• violating the rights of others;
• trying to access or interfere with services, devices, data, accounts or networks without authorization;
• spreading Spam or Malware;
• blocking/ obstructing other computer systems by sending / forwarding data streams and / or emails (e.g., DoS / DDoS attacks / spam / mail bombing);
• searching for open accesses to computer systems (e.g., port scanning), or
• in an application or situation where failure of the Software may result in death or serious injury to the body or health, or cause serious damage to property or the environment.
(8) The customer provides us with all content that we need for the software development of individual software and for the provision of our support services. The customer assures that he has the necessary rights to use the content. If he is not entitled to use contrary to this assurance, we are not responsible for the infringement resulting from the use and the customer will indemnify us from damages, claims and costs of legal defense, which are raised by third parties and on the use of the content are provided to us by the customer. We will inform the customer immediately about such a claim of third parties.
(9) The customer assures that the information provided by him is correct and complete. He undertakes to inform us immediately in each case about changes to the communicated contact details as well as the other data required for the performance of the contract.
§ 12 Liability
(1) In the event of a breach of contractual and non-contractual obligations, we shall be liable in accordance with the statutory provisions, unless otherwise stipulated in our General Terms and Conditions, including the following provisions.
(2)We are liable for damages – for whatever legal reason – in the context of fault liability in cases of intent and gross negligence. In the case of ordinary negligence we are subject to a lower standard of liability according to legal regulations (for example, for care in your own affairs), and we are liable only
• for damage resulting from injury to life, limb or health,
• for damages resulting from the substantial breach of a material contractual obligation (obligation the fulfillment of which enables the proper execution of the contract in the first place and the compliance of which the contractual partner regularly trusts and may trust); however, in this case our liability is limited to compensation for foreseeable, typically occurring damage.
(3) The liability limitations resulting from § 12 (2) shall also apply to breaches of duty by or for the benefit of persons whose fault we are responsible for under statutory provisions. They do not apply insofar as we fraudulently concealed a defect or assumed a guarantee for the condition of the goods and for claims of the buyer under the Product Liability Act, insofar as this is applicable.
(4) Insofar as we provide general technical information, advice or recommendation without our having undertaken to do so by contract, we shall be responsible, without prejudice to the responsibility arising from a separate contractual relationship, tort or other statutory provision, to replace that arising from Compliance with the Council or recommendation.
§ 13 Freistellung
The customer undertakes to indemnify us internally from any claims of third parties and costs of legal defense, which
• on unlawful or infringing acts of the customer or content errors of the information provided by him,
• on a violation of the individual contract or these terms and conditions, or
• on any use or modification of the Software by any other software, data, accessories or documentation or third party materials. This applies in particular to copyright, trademark, name, data protection and competition law infringements as well as to violations of § 11 of these Terms & Conditions. We will inform the customer immediately about such a claim of third parties.
§ 14 Confidentiality
(1) “Confidential Information” means all information and documents of the other party that are identified as confidential or confidential in the circumstances, in particular information about operational procedures, business relationships and know-how.
(2)The contracting parties agree not to disclose any confidential information about the other contracting party to third parties or to make it accessible to third parties without the prior consent of the other contracting party. The confidentiality obligations under this agreement continue for 3 years after termination of the contract.
(3) Excluded from the obligations under paragraphs 1 and 2 are confidential informations,
• which were demonstrably already known to the recipient upon conclusion of the contract or subsequently disclosed by a third party, without any breach of a confidentiality agreement, statutory provisions or official orders;
• which are publicly known at the time of conclusion of the contract or subsequently made public, unless this is due to a breach of this contract, or
• which must be disclosed by law or by order of a court or public authority.
§ 15 Import and export regulations
The customer is aware that software supplied by us may be subject to export and import restrictions. In particular, authorization requirements may exist or the use of the software or related technologies abroad may be subject to restrictions. The customer will comply with the applicable export and import control regulations of the Federal Republic of Germany, the European Union and the United States of America as well as all other relevant regulations. The fulfillment of the contract on our part is subject to the proviso that the fulfillment does not conflict with any obstacles due to national and international regulations of export and import law as well as any other legal regulations.
§ 16 References
(1) We are entitled to name the customer as a reference customer after written approval.
The customer will not refuse consent without good reason.
(2) We are entitled to cite the customer as a reference, in particular in publications on the Internet, print media and presentations.
(3) The customer gives us advertising material, such as Brand logos, etc. are free and undertakes to give us all necessary rights of use in this regard.
§ 17 Applicable law, Jurisdiction
(1) The law of the Federal Republic of Germany applies, excluding German international private law and the UN Uniformed Purchase Law (CISG).
(2) The place of performance for all claims arising from the contractual relationship is Warburg. If the customer is a merchant, a legal entity under public law or a special fund under public law, Warburg is the exclusive place of jurisdiction for all disputes arising from and in connection with the contractual relationship. However, we are entitled to sue the customer at any other place of jurisdiction.
§ 18 Miscellaneous
(1) The customer may transfer his rights and obligations under the contractual relationship to us only with our prior written consent to third parties. This also applies to a spin-offs or other legal successors under the German Transformation Act or other regulations.
(2) We are entitled to transfer our rights and obligations under the contractual relationship with the customer to third parties, if this does not affect the legitimate interests of the customer.
(3) We are entitled to perform our services ourselves or through third parties in accordance with the specifications of the respective product and to engage subcontractors if this does not affect the legitimate interests of the customer. We undertake to impose secrecy obligations on the third party, which correspond to our secrecy obligations from § 14.
(4) All information and declarations by us, with the exception of notice of termination, may be sent electronically to the customer by e-mail to the customer’s e-mail address provided by the customer.
(5)Should a provision of the contract be or become ineffective or should the contract contain a gap that needs to be filled, this shall not affect the validity of the remaining provisions. The parties undertake to replace the ineffective provision with a valid one that most closely reflects the commercial purpose of the invalid provision. same for
in case of a contract gap.