General Terms and Conditions
As of: 03/2013This English version is a courtesy translation. In the event of any discrepancy, the German version applies.
1. Scope of these terms
(1) The following general terms and conditions apply to all legal transactions of “Informatik Werkstatt GmbH” with its contractual partner, hereinafter referred to as the client. Deviating general terms and conditions of the client do not apply.
(2) “Informatik Werkstatt GmbH” provides services in the fields of hardware and software development, primarily in the areas of consulting and design, integration and migration, operation and support, development and training.
2. Scope of services and reporting obligation
(1) The detailed description of the services to be provided results from the offer, the order confirmation, the annexes thereto and any service descriptions of “Informatik Werkstatt GmbH”. All of these documents form part of the contract concluded between the parties.
(2) The services of “Informatik Werkstatt GmbH” are rendered once the required activities arising from 2.1 have been carried out. Where there are no written task descriptions and instructions, it is irrelevant whether or when the conclusions or recommendations are implemented by the client.
(3) Events of force majeure that substantially impede or temporarily prevent performance, or hindrances due to the client’s failure to cooperate, entitle “Informatik Werkstatt GmbH” to postpone performance of its services by the duration of the hindrance plus a reasonable start-up period. Labour disputes and similar circumstances are equivalent to force majeure insofar as they are unforeseeable and serious. The parties will inform each other without delay of the occurrence of such circumstances.
(4) At the client’s request, “Informatik Werkstatt GmbH” will provide information on the status of the work. If “Informatik Werkstatt GmbH” is to prepare a comprehensive written report, in particular for submission to third parties, this must be agreed separately.
3. Changes to the order
(1) Changes and additions to orders must be made in writing.
(2) “Informatik Werkstatt GmbH” is obliged to accommodate the client’s change requests insofar as this is reasonable within the scope of its operational capacities, in particular with regard to effort and scheduling. Additional costs arising as a result are remunerated in accordance with clause 4.2 of these general terms and conditions.
4. Remuneration
(1) The remuneration agreed in the offer or the order confirmation applies. Unless the contract provides otherwise, payments are due after invoicing and without deduction.
(2) If the client changes or cancels orders, work, plans and the like, or changes the conditions for provision of the services, the contracting parties will reach agreement on the settlement of the volume of services rendered or changed to date. This also includes obligations that “Informatik Werkstatt GmbH” has entered into with third parties in order to perform the order.
(3) If the client withdraws from the contract before work on the order begins, “Informatik Werkstatt GmbH” may demand a reasonable proportion of the agreed fee as a cancellation charge.
(4) All amounts payable are exclusive of statutory value added tax at the applicable rate.
(5) Third-party costs, outlays and expenses are to be reimbursed to “Informatik Werkstatt GmbH” separately upon presentation of the corresponding receipts. Details are described in the order.
5. The client’s duties to cooperate
(1) In the spirit of trusting cooperation, the client will support “Informatik Werkstatt GmbH” to the best of its ability and create all conditions necessary for the proper execution of the order within its own sphere of operations; in particular, it will provide all documents and information necessary and relevant to carrying out the order in good time. The client will inform “Informatik Werkstatt GmbH” without delay of all circumstances arising during the course of the project that are liable to influence the work.
(2) In connection with this order, the client will involve or commission other service providers only in agreement with “Informatik Werkstatt GmbH”.
(3) The client grants “Informatik Werkstatt GmbH” the right to use its company logo for advertising purposes on the website and in other publications of “Informatik Werkstatt GmbH”.
6. Liability of “Informatik Werkstatt GmbH”
(1) “Informatik Werkstatt GmbH” is liable only for damage caused intentionally or through gross negligence by it or its vicarious agents.
(2) Liability for slight or ordinary negligence exists only in the event of a breach of essential contractual obligations. In this case, liability is limited to the damage typical of comparable transactions of this kind that was foreseeable at the conclusion of the contract or at the latest at the time the breach of duty was committed. Liability for damage atypical of the contract is excluded.
(3) The client’s contractual claims for damages against “Informatik Werkstatt GmbH” become time-barred two years after the claim arises.
7. Confidentiality and data protection
(1) “Informatik Werkstatt GmbH” undertakes to treat all knowledge made accessible to it by virtue of this order, in particular regarding company data, balance sheets, plans, documents and the like, as strictly confidential without any time limit, and to bind both its own employees and any third parties it engages to absolute secrecy in the same way.
(2) The client agrees that the contents of the contract and services created under this contract may be stored and processed electronically by “Informatik Werkstatt GmbH” in compliance with data protection provisions. Both contracting parties undertake not to pass on to third parties any data stored electronically in the course of performing the order.
8. Protection of intellectual property
The reports, plans, drafts, statements and calculations produced by “Informatik Werkstatt GmbH” may be used only for the contractually agreed purposes. Any use of these deliverables outside the contract, in particular their publication by whatever method, requires a separate agreement. This also applies where the service rendered is not the subject of specific statutory rights, in particular copyright.
9. Contract term, notice periods
Unless otherwise agreed, the contract may be terminated with 14 days’ notice to the end of a month. The right to terminate without notice for good cause remains unaffected. Termination must be made in writing.
10. Right of retention and safekeeping of documents
(1) Until its claims have been settled in full, “Informatik Werkstatt GmbH” has a right of retention over the documents provided to it.
(2) After its claims arising from the contract have been settled, “Informatik Werkstatt GmbH” must return all documents that the client or a third party handed to it in connection with performing the order. This does not apply to correspondence between the parties or to simple copies of the reports, organisational plans, drawings, statements, calculations, etc. produced in the course of the order, provided the client has received the originals.
(3) The obligation of “Informatik Werkstatt GmbH” to keep the documents ends six months after delivery of the written request to collect them, and otherwise after three years; for the documents retained under clause 10.1, five years after the end of the contractual relationship.
11. Final provisions
(1) The client is not entitled to assign its claims arising from the contract.
(2) A set-off or the assertion of a right of retention by the client is permitted only with or in the case of counterclaims that are undisputed or have been finally established by a court.
(3) Changes and additions to these terms or to the contract must be made in writing and expressly marked as such.
(4) The law of the Federal Republic of Germany applies. The place of performance and jurisdiction is the registered office of “Informatik Werkstatt GmbH”.
As of: 03/2013
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