GENERAL TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS OF CONVIDIUS BUSINESS SOLUTIONS GMBH

§ 1 Scope of application
(1) Our offers, services and deliveries shall be governed exclusively by these Terms and Conditions (hereinafter referred to as “Terms and Conditions”), provided that our customers are entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law or special funds under public law.
(2) We shall only recognize terms and conditions that are contrary to or deviate from our Terms and Conditions if they are confirmed by us in writing as an addition to our Terms and Conditions.
(3) Our terms and conditions of business shall also apply if the delivery and/or service is carried out by us without reservation in the knowledge of terms and conditions of the customer that conflict with or deviate from our terms and conditions of business.
References or counter-confirmations by the customer with reference to his terms and conditions of purchase are hereby expressly rejected.
(4) Our terms and conditions shall also apply to all future transactions with the Customer.

§ 2 Subject matter of the contract and scope of services
(1) Our range of services includes consulting, services, software development, search engine optimization, web and media design, the creation of technical documentation and project management.
(2) The individual scope of services is determined exclusively by the individual agreements of the parties, which result from our offer and the order confirmation.

§ 3 Conclusion of Contract
(1) We shall be bound by our offers for a maximum of 30 days.
(2) After expiry of the validity period, we shall no longer be bound by the prices and execution deadlines stated in the offer.
(3) The acceptance of our offer shall be effected by an order confirmation in text form, by fax or by e-mail. In the absence of such documents and if we commence with the execution of our performance, the contract shall be concluded upon commencement of the execution of the performance.

§ 4 Advertising purposes
(1) CONVIDIUS business solutions GmbH is entitled to advertise on its advertising presence www.convidius.de with the customer’s logo and customer’s name, which indicates the common economic relationship, upon conclusion of the contract.
(2) For this purpose alone, CONVIDIUS business solutions GmbH is entitled to use the (brand) name/company name of the customer together with the customer’s company address.
To use the company identification and/or the company logo/brand of the customer.
To create a link to the Internet presence of the customer and to make it briefly recognizable in which form the economic cooperation exists.
(3) The customer declares at the same time to be the owner of these rights. CONVIDIUS business solutions GmbH cannot be held responsible for any consequences resulting from the use of the company name and/or logo for a specific purpose. In this respect the customer exempts CONVIDIUS business solutions GmbH from any liability.
CONVIDIUS business solutions GmbH assures to use the company name and the logo/brand of the customer exclusively on its internet presence www.convidius.de under the heading “References”. Any further use is excluded.
This permission can be revoked in part or in its entirety at any time and without stating reasons.

§ 5 Changes to the scope of services
(1) Changes to the scope of services shall require the express consent of the other contracting party.
This must be in text form.
(2) If the change in the scope of services of the customer requires an extensive review, this shall be agreed separately and shall be charged separately by us.
(3) The contractual adjustments required for a review and/or amendment shall be specified in text form. Even if they are not firmly connected with the original contract, they shall form a single contract.

§ 6 Transfer of rights
(1) We reserve all copyrights to the concepts, programming work and other work results created by us.
(2) Insofar as we are commissioned with the creation and/or adaptation of software, the program shall be provided to the customer on machine-readable recording media or for download.
(3) If the software is delivered as object code, the reverse translation of the program code provided into other code forms (decompilation) as well as other types of reverse engineering of the various manufacturer stages of the software, including program modification, shall only be permitted with our written consent.
(4) We grant the customer the non-exclusive, permanent and irrevocable, non-transferable right to use the embodied work results provided within the scope of the contract, insofar as this results from the meaning and purpose of the contract. This right includes agreed interim results, training documents and aids.
(5) However, the Customer shall not be entitled to transfer the rights to which it is entitled under the above paragraphs to third parties in whole or in part without our express consent or to grant third parties corresponding rights of use thereto.

§ 7 Cooperation of the Customer
(1) The customer shall be obligated to perform all acts of cooperation required for the fulfillment of our contractual obligations.
(2) All necessary software, software tools and hardware required for the installation, development and adaptation of software shall be provided by the customer at no additional cost.
(3) If we have to provide programming services, the customer shall provide us with all information deemed necessary by us to carry out the programming.
(4) The customer shall provide us with the content to be included in the website. The customer is solely responsible for the production of the content. We are not obliged to check whether the content provided by the customer is suitable for the purposes pursued with the website.
(5) The content to be provided by the customer includes in particular the texts, images, logos, tables and other graphics to be included in the website.
(6) Within the scope of the commissioned search engine optimization, the Customer shall provide us with the best possible support in the selection of keywords and, in particular, provide comprehensive information on the target group of the websites and possible search terms. The customer alone is responsible for the selection of keywords. This includes in particular the obligation to check keywords proposed by us for their admissibility. If the customer does not object to our proposed keywords in text form within 3 working days, they shall be deemed to have been approved.
(7) Insofar as the customer commissions us to implement onpage optimization measures, the customer shall back up its data prior to the start of the programming work and shall check the functionality of its website upon completion before the updated version is placed online. In addition, the customer shall also back up his other data, in particular his user data, at regular intervals, at least daily.

§ 8 Prices
(1) The prices stated in our order confirmation are decisive. Value added tax at the respective statutory rate shall be added to the prices.
(2) Our list prices shall apply unless otherwise agreed.
(3) Programming of adaptations, individual software, commissioning and training shall be invoiced on an hourly basis, unless otherwise agreed. The hourly rates of our price list, which was valid at the time of the conclusion of this contractual service, shall be decisive.

§ 9 Payment and Default
(1) Our invoices are payable 14 days net without deduction.
(2) The customer shall only be entitled to offset against our claims if his counterclaim is undisputed or has been legally established. The customer shall only be entitled to assert a right of retention to the extent that its counterclaim is based on the same contract.
(3) If the customer is in default of payment, we shall be entitled to postpone any services still to be rendered by us under this or any other order until they have been settled and to render future services only against advance payment. Within the scope of existing continuing obligations, we shall also be entitled in particular to block the customer’s access to the services in the event of default in payment by the customer. Any blocking shall not release the customer from his obligation to pay.

§ 10 Time of performance, default and non-performance
(1) Delivery dates and deadlines for the provision of services communicated to the Customer or agreed with the Customer shall be deemed to be indicative and shall be subject to the clarification of all technical issues and the details of the execution. They shall only be binding if they have been expressly designated as binding in writing and the customer meets any obligations to cooperate incumbent upon him in due time.
(2) We shall also be entitled to make partial deliveries and provide partial services insofar as they are reasonable for the customer.
(3) We shall not be responsible for delays due to force majeure, as a result of changes in the official approval or legal situation, operational disruptions, industrial disputes, material procurement problems – even if they occur at suppliers – even in the case of bindingly agreed delivery dates.

§ 11 Acceptance
Acceptance of a project shall be made in writing after provision of the service and request. A project shall also be deemed to have been accepted if no objections relating to the requested project contents are reported within a period of 4 weeks after the service has been provided. If neither a declaration of acceptance nor an error message is received within the aforementioned period, the project shall be deemed accepted. Acceptance may not be refused in the case of insignificant defects.

§ 12 Infringement of industrial property rights
(1) Claims for damages due to the infringement of industrial property rights and copyrights against us, our executives or vicarious agents shall be excluded, unless gross negligence or intent on our part, our executives or vicarious agents exist or we have guaranteed the non-infringement of industrial property rights and copyrights. This limitation of liability shall not apply in the event of a breach of material contractual obligations (cardinal obligations) for which we, our executives or vicarious agents are responsible.
(cardinal obligations). If claims for damages can be asserted against us or our executives or vicarious agents due to simple negligence, the damages shall be limited to the typically foreseeable damages.
(2) Should a third party make a claim against us due to possible legal infringements resulting from the content of a website, the customer undertakes to indemnify us from any liability and to reimburse us for the costs incurred by him due to the possible infringement, including all costs of defending the claim and legal advice.

§ 13 Warranty, notice of defects and liability
(1) We shall not be liable for loss of data or damage resulting from incomplete or missing data backup. In the event of a loss of data for which we are responsible, compensation shall be limited to the cost of restoring the lost data in the event of a proper data backup.
(2) We shall not be liable for damages caused by computer viruses, unauthorized access via the Internet or data lines (hackers), operating system errors and so-called standard software (e.g. Microsoft Office).
(3) Apart from that, we shall be liable without limitation in case of intent, gross negligence, damage due to injury to a person (life, body or health) irrespective of the type of fault, as well as in case of assumption of a guarantee and according to the Product Liability Act.

§ 14 Data Protection / Confidentiality
(1) The contracting parties undertake to keep secret for an unlimited period of time all information to which they have access on the basis of the cooperation between the contracting parties and which is designated as confidential or which is clearly recognizable as business or trade secrets on the basis of other circumstances and not to record, disclose or exploit such information unless this is necessary to achieve the purpose of the contract. By means of suitable contractual agreements, the parties shall ensure that their employees also comply with this obligation.
(2) The Customer shall ensure that we are informed of all relevant facts which go beyond the statutory provisions and the knowledge of which is necessary for us for reasons of data protection and confidentiality. The customer shall be responsible for compliance with laws and regulations on data protection and IT security.
(3) If it is not possible for us to provide a service without access to personal data, the Customer shall be obliged to inform the persons concerned in accordance with the statutory requirements that the Customer will allow us to access such data. If necessary, the customer shall obtain the consent of the data subjects in an appropriate form before we perform the services.

§ 15 Statute of Limitations

 All claims of the customer, irrespective of the legal grounds, shall become statute-barred 12 months after delivery or acceptance of the delivery item, unless longer periods are prescribed by law.

§ 16 Applicable law, place of jurisdiction
(1) These General Terms and Conditions and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the registered office of CONVIDIUS.
(3) Place of performance is Langenhagen.

§17 Final Provisions
(1) Verbal collateral agreements do not exist.
(2) Amendments and/or supplements to the contract must be made in text form. This shall also apply to any amendment of this text form requirement.
(3) Should individual provisions be invalid, this shall not affect the validity of the other provisions.

Status: July 2021