General Terms and Conditions
These General Terms and Conditions shall apply exclusively to all our deliveries, services and offers in business transactions with entrepreneurs (also called “customers” in the following). They are an integral part of all contracts that we conclude with our customers. They also apply to all future deliveries and services, even if they are not subject of a further separate agreement again. In case of an ongoing business relationship, the current version of these General Terms and Conditions for Delivery forms part of the agreement. Deliveries made and services rendered in the event of deviating General Terms and Conditions of the customer does not imply acceptance of the General Terms and Conditions of the customer. In particular, we shall only be bound by the customer’s General Terms and Conditions to the extent that they are consistent with our General Terms and Conditions valid at the time or if we have expressly agreed to the customer’s General Terms and Conditions in writing or in text form.
Individual written agreements concluded with the customer in individual cases shall have priority over these General Terms and Conditions in any case. Additions and amendments to the agreement made with the customer, including these General Terms and Conditions, shall only be effective in writing or in text form. To comply with the written form, transmission by e-mail is sufficient.
1. Offer and Conclusion of Contract, Commissioning of External Third Parties
1.1 Our offers are subject to change without notice and are exclusive of value added tax at the respective statutory rate.
1.2 Orders and changes to orders shall only be valid if orders or changes are agreed with the customer in writing or in text form.
1.3 We shall only provide those services that are expressly stated in our offers and contracts. The customer’s requirements shall be included in the service description to the required extent. Further services shall only be provided by us if these have been expressly agreed with the customer in writing or in text form.
1.4 We shall be free to hire external third parties (subcontractors) to provide the services agreed with the customer.
2. Deadlines and dates, term extensions
2.1 Deadlines and dates shall only be binding if they have been expressly by the customer in writing or in text form.
2.2 The term of agreed performance periods begin upon receipt by us of the contract signed by both parties, but not before the work documents and/or items to be procured by the customer have been provided and any agreed advance payments have been received.
2.3 In the event of untimely, omitted or delayed fulfillment of the customer’s obligation to cooperate as well as due to the customer’s change requests, the performance period shall be extended accordingly.
2.4 The term of the partnership shall be automatically extended by another year and then again by one year if the partnership is not terminated with three month’s notice before the expiry of a term. The termination can be made in writing or by e-mail. Modules, their terms as well as term extensions of the modules are agreed upon individually between the parties. The conclusion of agreements concerning modules requires the existence of a partnership.
2.5 Force majeure and other extraordinary circumstances such as labor disputes, bottlenecks in the supply of resources for which we are not responsible, sovereign measures and traffic disruptions for which we are not responsible shall release us from our obligation to perform for the duration of their effects and, if they make performance impossible, shall release us completely from our obligation to perform the services. We will inform the customer immediately about cases of force majeure.
3. Working Documents and Authority to issue Instructions
3.1 The customer shall provide us with the necessary working documents agreed upon for the performance of the service, in particular the use cases, in due time before the performance of the service in a suitable form, either via the online form at https://www.iotusecase.com/partner-portal or in a form agreed upon individually between the customer and us, at the customer’s expense.
3.2 The customer shall not be entitled to issue instructions to us or to third parties commissioned by us, even if they work at the customer’s premises or at other workplaces agreed with the customer. This shall not apply in the event of imminent danger, for which the customer shall bear the burden of proof.
3.3 If services are provided at the customer’s premises, the customer shall be responsible for setting up and operating the workplaces required for providing the services at its own expense for any project employees deployed by us. The workplaces shall comply with the requirements of the Ordinance on Workplaces and other occupational safety and accident prevention regulations.
3.4 The work shall generally take place online and by arrangement with the customer at the customer’s premises or at the premises of partners of ours. Corresponding dates will be agreed with the customer.
4. Remuneration and payment
4.1 We shall be entitled to issue partial invoices for partial services rendered; this shall apply accordingly if we have agreed service rates/hourly billing rates with the Customer. The remuneration for partial services and the service rates/hourly billing rates shall be agreed with the customer in the service description.
4.2 The customer shall make payments to us immediately upon receipt of an invoice, but no later than the due date stated in the invoice, without any deductions.
4.3 After the due date, interest on arrears shall be charged at a rate of 9% above the respective base interest rate pa. Furthermore, we reserve the right to charge a lump sum for damages in the amount of EUR 40.00 according to § 288 para. 5 BGB (German Civil Code). We also reserve the right to assert further damage caused by default, against which the lump-sum compensation is to be offset.
5. Property rights and copyrights, granting of rights of use
5.1 We reserve all property rights, copyrights and industrial property rights to all documents, drafts, originals and other documents provided to the customer. The aforementioned documents may not be used for any other purpose, in particular they may not be reproduced or made accessible to a third party without our written consent. The aforementioned documents shall be returned to us without delay upon demand. If a corresponding agreement exists within the scope of the service description with regard to the acquisition of a right of use, the customer shall acquire the corresponding right of use upon payment of the agreed remuneration. The granting of the right of use shall be compensated by the contractually agreed remuneration, unless we have reached a different agreement with the customer.
5.2 The contents and works published on this website are protected by copyright. Any kind of duplication, reproduction in media or public readings, in extracts or in whole without our consent is not permitted. All rights reserved.
5.3 The customer agrees that in the course of our performance for the customer, materials provided to us by the customer, such as logos, texts or videos, may be revised and thus changed by us and that these changed and revised materials may be published in any medium within the scope of our commission.
5.4 We hereby grant the customer the non-exclusive and gratuitous right to use our name and logo, which are protected under company and trademark law in favor of us, as a reference on its website, as part of its presentations and as part of all its official social media postings (currently: LinkedIn, Facebook, XING, Twitter, email newsletters) to refer to the cooperation with us. Changes to the size of the logo while maintaining proportions are possible. Use of our name or logo in a form that could lead to confusion regarding the business relationship between us and the customer is not permitted. Furthermore, use for purposes other than those specified in the first clause above is not permitted and requires our prior consent.
We agree that the customer may publish, link and share the customer use cases or other editorial content created by us as well as the associated media or media created by us in this context (articles, texts, names, images, audio, video, etc.) after prior approval by us for the purpose of external presentation in print and online media. If personal data are affected in the customer use case or in other editorial content, we will ensure that effective consent of the persons concerned to the use of the personal data has been given in accordance with the above-mentioned conditions of use and that these persons have been informed in accordance with data protection law. At the customer’s request, we will present this consent to the customer.
The granting of the right of use or the consent shall be valid until revoked. In the event of revocation, the customer will no longer use the name and logo as well as the customer use case for future publications and will delete them from online media within a reasonable period, insofar as this is within the customer’s direct sphere of influence.
The specifications to be complied with by the customer in the context of publications are compiled at https://iotusecase.com/use-iiot-use-case-podcast/.
6. Acceptance, services after the end of the contract period
6.1 The customer shall accept the services rendered by us, even if these are permissibly rendered as partial services, immediately upon request by us.
6.2 Acceptance shall be deemed to have taken place if the customer waives it or puts our services to use or utilizes them.
6.3 After the end of the contract period, the customer shall have no claim to the provision of services in accordance with the contract, even if these have already been paid for, unless these services have already been provided to the customer and the customer requests that they be provided again.
7. Defect
7.1 The customer shall notify us of defects in writing or in text form without undue delay, at the latest 5 days after their discovery.
7.2 We shall first be given the opportunity to provide subsequent performance within a reasonable period of time, at our discretion by eliminating the defect, supplying a deficiency-free item or producing a new work.
7.3 If the subsequent performance fails after two unsuccessful attempts to eliminate the defect, if it cannot be reasonably expected of us or the customer or if it is only possible with disproportionate costs/effort, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration. The customer cannot demand compensation for futile expenses.
7.4 The customer shall have statutory rights of recourse against us only to the extent that the customer has not reached any agreement with his customer that exceed the statutory claims and rights based for defects. The provisions of this Clause 7 shall apply mutatis mutandis to the scope of the customer’s right of recourse against us.
7.5 The limitation period for material defects and defects of title shall be one year from the passing of risk. This shall not apply if and to the extent that longer periods apply by law, in particular but not exclusively pursuant to Sections 438 (1) No. 2, 479 (1), 634 a (1) No. 2, 651 of the BGB (German Civil Code), the defect was fraudulently concealed or one of the cases of liability set out in Clause 8 below applies.
7.6 In addition, the statutory provisions shall apply to material defects and defects of title and to our liability to pay compensation for expenses and damages – subject to clause 8 below.
8. Liability
8.1 We shall be liable for claims for damages and reimbursement of expenses (hereinafter referred to as “damage claims”) of the Customer against us if and to the extent they are based on the provisions of the Product Liability Act, an intentional or grossly negligent breach of contractual or statutory obligations by us, damage to health or bodily injury of the Customer as a result of a breach of duty for which we are responsible, the assumption of a guarantee for the existence of a characteristic or the breach of material contractual obligations by us. Otherwise, the customer’s claims for damages against us – irrespective of the legal grounds – shall be excluded.
8.2 In the event of a breach of material contractual obligations by us, the customer’s claim for damages shall be limited to the foreseeable damage typical for the contract, unless we are liable for an intentional or grossly negligent breach of duty, for damage to the customer’s health or bodily injury, or because we have assumed a guarantee for the existence of a property.
8.3 A breach of duty by us is equivalent to a breach of duty by our legal representative or vicarious agent.
9. Takeover of employees
We and the customer undertake not to entice away, hire or employ any employees of the other who were active in the initiation and execution of the contract before and during the term of the contract and for a period of 3 months after the termination of the contract, irrespective of the legal reason.
10. Assignment, Offsetting and Retention
10.1 The customer shall not be entitled to assign its claims and rights against us to third parties without our written consent.
10.2 The customer may set off against us only with claims that are uncontested or ripe for judgment (proven).
10.3 The customer shall only be entitled to exercise a right of retention only if its counterclaims arise from the same contractual relationship.
11. Data protection
11.1 The parties undertake to treat as confidential and not to disclose to third parties any documents and information provided by one party to the other party or of which one party has become aware under the term of this contract. This shall also apply to documents and information provided to one party by the other party in the course of initiating the contract. The parties agree that the documents and information may be stored electronically.
11.2 The Customer agrees that the Customer’s company address as well as all other information that the Customer has provided to us for the purpose of publication, in particular via the online form at https://www.iotusecase.com/partner-portal, may be published on our website at www.iotusecase.com. Furthermore, the customer agrees that we may use his company and logo of the customer in the context of marketing campaigns and marketing materials, for example on our website or in the context of trade fair appearances.
12. Links
Auf unseren Internetseiten verweisen wir auf externe Webseiten. Hinsichtlich dieser Verweise betonen wir ausdrücklich, dass wir keine Verantwortung für den Linktext, die Gestaltung, evtl. Verletzungen geltender Rechte, auch Marken- und Titelrechte und die Inhalte der gelinkten Seiten übernehmen. Für den Inhalt der verlinkten Webseiten sind ausschließlich deren Betreiber verantwortlich. Diese Erklärung gilt für alle auf unserer Website angebrachten Links und für alle Inhalte der Seiten, zu denen die bei uns angemeldeten Banner oder Links führen.
13. Jurisdiction and Applicable Law
13.1 The exclusive place of jurisdiction shall be the local/state court responsible for our registered office. However, we shall be entitled to sue the customer at its general place of jurisdiction or at any place of action.
13.2 The law of the Federal Republic of Germany shall apply to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
14. Partial invalidity
If individual provisions of a contract between us and the customer, of which these terms and conditions are an integral part, are or become invalid, this shall not affect the validity of the remaining provisions of that contract.
