| Allgemeine Geschäftsbedingungen (AGB) |
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Englische Version:
1 Words and Phrases In these conditions:
2 Commencement of Agreement 2.1 The agreement for the provision by us of the Services will come into effect upon acceptance by us of a Purchase Order from you. Proposals are only valid for a period of 30 days from their stated date of validity and Purchase Orders citing invalid proposals will not be accepted. The agreement will continue until completion of the Services or earlier termination under these conditions.
3 Your Rights and Responsibilities 3.1 Access and Installation To enable us to provide the Services you will provide safe access to the Site. We may also require additional facilities to carry out the Services such as electricity and access to telephones and reasonable office space. 3.2 Payment Payment will be made by you monthly in accordance with our invoiced charges for work carried out during each month. Invoices will be due for payment 15 days from the receipt of the invoice by you. We will be entitled to charge reasonable expenses on a daily basis for all of our employees engaged in providing the Services (subject to any express provisions relating to expenses set out in the proposal specified in the Purchase Order), and subject to the work plan being approved by you. Airfare will not be incurred without your prior written approval. All payments will be in Euro (€). If you are late in making payments we may suspend the provision of the Services until payment is made. 3.3 Intellectual Property You will be entitled to have a non-exclusive license of any intellectual property rights relating to the Services, which we consider necessary or appropriate. You will be free to modify or copy any documents prepared by us for you but only for internal use within your business and only in relation to the Site. You will not disclose any such documents to anyone or use any such intellectual property for any other purpose without our written permission. We will not disclose any information or documents to anyone or use any intellectual property revealed to us as a result of any work performed hereunder for any purpose other than to perform the work hereunder without your written permission. Nothing herein shall constitute the grant or transfer to us of any rights whatsoever to intellectual property, unless expressly agreed between us in writing. 3.4 Loss or Damage You will pay us for any loss, damage or injury caused to us or our employees by your actions and the actions of your employees and contractors. We will pay you for any loss, damage or injury caused to you or your employees by our actions and the actions of our employees and contractors. 4 Our Rights and Responsibilities 4.1 Provision of Services We will provide to you the Services and such additional services as we and you may agree. If you significantly change the Site at any time or request us to provide additional services, and we agree to such request, we may need to supply additional equipment or personnel. We will require reasonable notice of any such change or request and, so long as such additional work, materials or personnel is pre-approved by you, will be entitled to make additional charges for any additional work and materials not included in the proposal specified in the Purchase Order. 4.2 Errors in the Services The Services shall be provided by us in accordance with the terms of your purchase orders and we shall adhere to the industry standards in performing such Services. If we make an error in the provision of Services we will use all reasonable endeavours to rectify that error as soon as is reasonably practicable. Such rectification work will be carried out without charge to you. If, in your reasonable opinion, such error constitutes a material breach in the provision of Services hereunder or if the error cannot or is not rectified by us within a reasonable timeframe under the circumstances (but in any event no later than one month), you shall have the right to Terminate this Agreement immediately on written notice to us. We are not responsible for applying for or securing regulatory approvals for the Site and we are not responsible for any errors (in the provision of the Services or otherwise) to the extent caused by incorrect or incomplete information provided by you or your contractors. We are not responsible for any failure by you or your employees or contractors to follow procedures recommended by us. We have active insurance coverage sufficient to cover any error made by us in the provision of the Services. 4.3 Termination of this Agreement Either of us may bring this Agreement to an end immediately if the other fails to comply with its obligations under this Agreement within seven days of having been notified by non-breaching party of the relevant failure or failures. Either of us may also bring this Agreement to an end immediately if the other is the subject of a petition for a bankruptcy order, or becomes insolvent or enters into any composition, scheme or arrangement with its creditors. If a party hereto is a corporation or other legal person, either party may bring this Agreement to an end immediately if a receiver (including an administrative receiver) is appointed over any of the other party’s assets or an application is made to appoint an administrator for it. If a party hereto is a partnership, either party may bring this Agreement to an end immediately if the partnership is dissolved. Either party may also terminate this Agreement if any other proceedings are commenced in any country relating to the other party’s insolvency. If this Agreement ends for any reason, we will be entitled to remove all of our property from your premises. Both parties will also remain liable to each other for any sums, which either such party has not paid and any other breaches of this Agreement. 4.4 Limitation of liability We are liable for any death or personal injury resulting from our negligence or the negligence of our employees or agents acting in the course of their employment. In relation to defects in goods sold to you by us, we may also be liable under the Consumer Protection Act 1987 or equivalent legislation, but only to the extent that such liability cannot lawfully be excluded. Apart from our agreement to rectify any defects or errors in the Services as set out in paragraph 4.2 above: (a) our maximum liability to you for direct loss or damage, either under this Agreement or arising from any act or omission, including negligence will not exceed the amount set out in the proposal specified in the Purchase Order or (if no such amount is specified) the sum of 250,000 €; and (b) We will not be liable to you under any circumstances for any indirect or consequential losses (including for example, loss of data or loss of profits). The limitations and exclusions in this paragraph 4.4 apply to any claim, whether in contract, tort (including negligence) breach of any statutory duty or implied term or any other claim, except any liability for death, personal injury or defects in goods supplied to you by us as noted above. The limitations and exclusions in this condition reflect the value of this Agreement to us and are considered to be reasonable. If you require us to accept greater liability we may be prepared to do so subject to agreement of an additional charge to reflect the increased risk and cost of insurance to us. 4.5 Force Majeure and Sickness of Personnel Neither of us will not be liable to the other for any failure to perform our respective obligations under this Agreement where that failure results from any cause outside the reasonable control of the non-performing party, including but not limited to natural occurrences, disruption of power supplies, the actions of third parties or industrial action. If any of our employees are unable to provide the Services due to illness we will endeavours to provide adequate replacement personnel wherever practicable. If we are unable to provide suitable replacements during any illness we will not be deemed to be in breach of this Agreement. However, you will be entitled to terminate this Agreement if such illness results in a delay in the provision of the Services of more than one month. After that period you may choose to terminate this Agreement by written notice to us but only whilst such delay continues and without any right to receive compensation or damages from us for such delay following such termination. Termination under this provision shall not affect any rights you may have to receive compensation or damages from us for any other reason.
5 Non-solicitation of Staff and Confidentiality 5.1 You acknowledge that it is legitimate for us to protect our business against “poaching” of staff by clients, and you therefore agree that you will not actively solicit, employ or otherwise retain the services of any member of our staff who are engaged in the provision of the Services for the duration of the provision of the Services and for a further period of 6 months from the date upon which the Services are completed; provided, however, that nothing herein shall prevent you from employing any one of your staff who directly solicits employment from you or responds to a general media advertisement for employment. 5.2 You and we shall each keep and procure to be kept secret and confidential all secret and confidential information belonging to each other disclosed as a result of this Agreement and shall not use or disclose the same save only for the purposes envisaged by this Agreement. 5.3 The obligations of confidentiality in this Clause 5 shall not extend to any matter which is in or becomes part of the public domain otherwise than by reason of a breach of confidentiality by the person who receives any information or which that person can show to have been in its written records prior to the date of disclosure under this Agreement or which it receives from a third party independently entitled to disclose it or which the receiving party can show was independently developed by it without use of or reference to the confidential information of the disclosing party. The obligations of confidentiality may be overridden by the disclosure requirements of a competent court, tribunal or authority.
6 Disputes 6.1 Any dispute which we cannot settle amicably relating to the nature or quality of the services will be referred to an expert to be agreed. The written report of the expert will as between you and us be conclusive evidence of all matters of fact and all matters of opinion set out in the report and the charges of the expert shall be borne and paid as the expert may direct.
7 Legal and Administrative Matters 7.1 VAT Unless indicated otherwise, all sums payable under this Agreement are stated exclusive of Value Added Tax which will be charged at the rate prevailing at the relevant tax point and any other tax or duty chargeable under any relevant legislation. 7.2 Assignment Neither party may assign its rights under this Agreement without the express written approval of the other party. We may not sub-contract the provision of certain of the Services without your prior written consent (such consent not to be unreasonably withheld). 7.3 Notices. Any notice to be given by us or you must be in writing and may be delivered by facsimile. Any notice which is served by facsimile must be confirmed by post to be effective. Notices to us should be sent to us at the address stated on the proposal specified in the Purchase Order. Any notice given to you must be sent to you at the address stated on the Purchase Order. We and you are free to provide an alternative address for notices at any time. Facsimile notices will be assumed to have been delivered on the next Working Day after transmission. 7.4 Waiver Any express or implied waiver by either party of any failure on the part of the other party to perform its obligations under this Agreement will not prevent the subsequent enforcement of those obligations. Similarly, any waiver will not be taken to be a waiver of any subsequent failure by such party to perform that or any other obligation. 7.5 Nature of Agreement This Agreement, together with any Purchase Orders submitted hereunder, constitutes the entire agreement between us relating to the Services and overrides any prior correspondence or statements relating to the Services (including any statements or representations in any advertisements or literature produced by us relating to the Services and any matter contained or referred to in the Purchase Order). In the event of any conflict between a Purchase Order and this Agreement, this Agreement shall prevail. 7.6 Severance If any provision of this Agreement is ruled to be invalid for any reason, that invalidity will not affect the rest of this Agreement which will remain valid and enforceable in all respects. 7.7 Law This Agreement and Proposal is governed by German law. [End of Document] |