overview:

§1 cooperation
§2 Customer's duty to cooperate
§3 Third Party Involvement
§4 Events
§5 performance changes
§6 compensation
§7 right
§8 infringements of intellectual property rights
§9 resignation
§10 Liability
§11 non-solicitation
§12 Confidentiality, press releases
§13 arbitration
§14 Miscellaneous
§15 final provision

§1 cooperation

The parties work together in a spirit of trust and inform each other immediately in the event of deviations from the agreed procedure or doubts as to the correctness of the other's procedure.

If the customer recognizes that his own information and requirements are incorrect, incomplete, ambiguous or not feasible, he has this and the consequences he can identify IT-SRV communicate immediately.

The contracting parties name each other contact persons and their deputies, who are responsible and competent in the implementation of the contractual relationship for the contracting party naming them.

The parties must inform each other immediately of any changes in the named persons. Until such a notification is received, the previously named contact persons and/or their deputies shall be entitled to make and receive declarations within the scope of their previous power of representation.

The contact persons agree at regular intervals on progress and obstacles in the implementation of the contract in order to be able to intervene in the implementation of the contract if necessary.

About the exchange of information of the contact person IT-SRV create a log. The protocol is to be sent to the customer. In the event of opposing views, the latter has the right to have his/her view recorded in the minutes. This right must be exercised no later than one week after receipt of the protocol.

§2 Customer's duty to cooperate

The customer supports IT-SRV in the fulfillment of their contractually owed services. This includes in particular the timely provision of information, data, hardware and software, insofar as this is required by the customer's cooperation. The customer will IT-SRV The customer supports IT-SRV provide detailed instructions on the services to be provided.

The customer provides the required number of employees who have the necessary specialist knowledge to carry out the contractual relationship.

If the customer has committed IT-SRV The customer has the right to procure materials (image, sound, text or similar) within the framework of the execution of the contract IT-SRV to be made available immediately and in a common, directly usable, preferably digital format. If it is necessary to convert the material provided by the customer into another format, the customer shall bear the costs incurred for this. The customer ensures that IT-SRV obtains the rights necessary to use these materials. The customer undertakes cooperative actions at his own expense.

§3 Third Party Involvement

For third parties who, at the instigation or with the toleration of the customer, work for him in the area of ​​activity of IT-SRV become active, the customer has to take responsibility as for vicarious agents. IT-SRV is not responsible to the customer if IT-SRV due to the behavior of one of the aforementioned third parties, it cannot meet its obligations to the customer in whole or in part, or cannot do so in a timely manner.

§4 Events

IT-SRV • Kurt-Schumacher-Allee 29 • 28329 Bremen • https://www.it-srv.de • kontakt[AT]IT-SRV.de

Dates for the provision of services may be on the part of IT-SRV can only be promised by the contact person.

The contracting parties will set deadlines in writing if possible. Deadlines, failure to comply with which causes a contractual party to be in default without a reminder (binding deadlines) pursuant to Section 286 (2) of the German Civil Code (Bürgerliches Gesetzbuch) must always be specified in writing and designated as binding.

Delays in performance due to force majeure (e.g. strike, lockout, official orders, general telecommunications disruptions, etc.) and circumstances in the customer's area of ​​responsibility (e.g. non-timely provision of cooperation services, delays by third parties attributable to the customer, etc.). IT-SRV not to represent and authorize IT-SRV to postpone the provision of the affected services for the duration of the hindrance plus a reasonable start-up time. IT-SRV will notify the customer of delays in performance due to force majeure.

§5 performance changes

If the customer wants the contractually determined scope of IT-SRV change the services to be provided, he will notify us of this change request in writing IT-SRV to express. The further procedure is based on the following provisions. In the case of change requests that can be checked quickly and can probably be implemented within 8 working hours IT-SRV refrain from the procedure according to paragraphs 2 to 5.

IT-SRV examines what effects the desired change will have, in particular with regard to remuneration, additional expenses and deadlines. Recognizes that the services to be provided cannot be carried out or can only be carried out with a delay due to the examination IT-SRV informs the customer of this and points out that the change request can only be checked if the affected services are initially postponed for an indefinite period. If the customer agrees to this postponement, IT-SRV checking the change request. The customer is entitled to withdraw his change request at any time; the initiated change procedure then ends.

After checking the change request IT-SRV explain to the customer the effects of the change request on the agreements made. The explanation contains either a detailed proposal for the implementation of the change request or information on why the change request cannot be implemented.

The contracting parties will immediately agree on the content of a proposal for the implementation of the change request and attach the result of a successful vote to the text of the agreement to which the change relates as a supplementary agreement.

If an agreement is not reached or if the change procedure ends for another reason, the original scope of services remains. The same applies in the event that the customer does not agree to a postponement of the services for the further execution of the test according to paragraph 2.

The deadlines affected by the change procedure will be postponed if necessary, taking into account the duration of the examination, the duration of the vote on the change proposal and, if necessary, the duration of the change requests to be implemented plus a reasonable start-up period. IT-SRV will inform the customer of the new dates.

The customer has to bear the expenses arising from the change request. This includes in particular checking the change request, creating a IT-SRV • Kurt-Schumacher-Allee 29 • 28329 Bremen • https://www.it-srv.de • kontakt[AT]IT-SRV.de change proposal and any downtimes. In the event that an agreement on daily rates has been made between the parties, the expenses will be charged according to these, otherwise according to the usual remuneration IT-SRV calculated.

IT-SRV is entitled to change or deviate from the services to be provided under the contract if the change or deviation takes into account the interests of IT-SRV is reasonable for the customer.

§6 compensation

The customer shall bear all expenses such as travel and accommodation costs, expenses and claims for payment by third parties incurred within the scope of the execution of the contract against proof. Travel expenses will only be reimbursed if the travel route from the headquarters of IT-SRV is more than 50 km. The actual travel time will not be remunerated. For the processing of orders with third parties, the costs of which are passed on directly to the customer IT-SRV charge a handling fee of ... (note: enter the agency's individual rate).

The remuneration of IT-SRV is always based on the time spent, which is billed monthly. The currently valid remuneration rates are decisive for the remuneration of the time spent IT-SRV , unless otherwise agreed. IT-SRV is entitled to change or supplement the remuneration rates on which the agreements are based at its reasonable discretion (§ 315 BGB). Of IT-SRV Cost estimates or budget plans that have been prepared are non-binding.

If the parties have no agreement on the payment of a service by IT-SRV taken, the provision of which the customer could only expect in exchange for a fee, the customer must pay the usual fee for this service. In case of doubt, those of IT-SRV rates of remuneration demanded for their services than usual.

All contractually agreed remuneration is exclusive of statutory sales tax.

§7 right

IT-SRV grants the customer the simple, spatially and temporally unrestricted right to use these services in accordance with the contract. If software is the subject of the services, §§ 69 d and e UrhG apply.

Any further use than that described in paragraph 1 is not permitted. In particular, the customer is prohibited from granting sublicenses and from duplicating, renting or otherwise exploiting the services.

The customer is only revocably permitted to use the services provided until the remuneration has been paid in full. IT-SRV can revoke the use of such services, for which the customer is in arrears with the payment of remuneration, for the duration of the arrears.

§8 infringements of intellectual property rights

IT-SRV indemnifies the customer at its own expense from all third-party claims arising from infringements of property rights (patents, licenses and other property rights). The customer will IT-SRV inform immediately about the asserted claims of third parties. IT-SRV • Kurt-Schumacher-Allee 29 • 28329 Bremen • https://www.it-srv.de • kontakt[AT]IT-SRV.de If the customer does not inform the agency immediately about the claims asserted, the right to indemnification expires.

In the event of infringements of property rights IT-SRV - without prejudice to any claims for damages by the customer - make changes of their own choice and at their own expense with regard to the affected service after prior consultation with the customer, which, while safeguarding the interests of the customer, ensure that an infringement of property rights no longer exists or acquire the necessary rights of use for the customer .

§9 resignation

The customer can only withdraw because of a breach of duty that does not consist of a defect in the purchased item or the work IT-SRV responsible for this breach of duty.

§10 Confidentiality, press releases

IT-SRV liable for intent and gross negligence. Liable for slight negligence IT-SRV only in the event of a breach of an essential contractual obligation (cardinal obligation) and in the event of damage resulting from injury to life, limb or health.

In the event of slight negligence, the liability is limited to the amount of the foreseeable damage, the occurrence of which must typically be expected. In any case, liability is limited to EUR (note: an amount to be determined by the agency - e.g. the agreed remuneration - is to be used here).

Liable for the loss of data and/or programs IT-SRV not insofar as the damage is due to the fact that the customer failed to carry out data backups and thereby ensure that lost data can be restored with reasonable effort.

The above regulations also apply to the vicarious agents of IT-SRV.

§11 non-solicitation

The customer undertakes not to use any employees of during the period of cooperation between the parties and for a period of one year thereafter IT-SRV poach or without the consent of IT-SRV to hire For each case of culpable infringement, the customer undertakes to IT-SRV to pay a contractual penalty to be determined in terms of amount and, in the event of a dispute, to be reviewed by the competent court.

§12 Confidentiality, press releases

The documents, knowledge and experience handed over to the other contractual party may only be used for the purposes of this contract and may not be made accessible to third parties unless they are intended to be made accessible to third parties or are already known to the third party. Third parties are not the auxiliary persons called in to carry out the contractual relationship, such as freelancers, subcontractors, etc.

In addition, the contracting parties agree to maintain confidentiality about the content of this contract and about the knowledge gained during its execution. IT-SRV • Kurt-Schumacher-Allee 29 • 28329 Bremen • https://www.it-srv.de • kontakt[AT]IT-SRV.de

The confidentiality obligation also applies beyond the termination of the contractual relationship.

If one of the contracting parties requests this, the documents handed over by it, such as strategy papers, briefing documents, etc., must be returned to it after the end of the contractual relationship, unless the other contracting party can assert a legitimate interest in these documents.

Press releases, information, etc., in which one contracting party refers to the other, are only permitted after prior written agreement - also by e-mail.

§13 arbitration

In the event of any differences of opinion arising out of or in connection with this contractual relationship, the parties will first try to find a solution through detailed discussion between the contact persons.

Differences of opinion that cannot be resolved by the parties should be settled by means of an arbitration procedure. If a party refuses to carry out an arbitration procedure, it can take legal action if it has previously informed the other party in writing.

In order to carry out an arbitration procedure, the parties will call the arbitration board of the Deutscher Multimedia Verband e.V., Kaistrasse 14 in 40221 Düsseldorf with the aim of resolving the difference of opinion in full or in part, provisionally or finally, according to its arbitration rules.

In order to enable arbitration, the parties mutually waive the defense of the statute of limitations for all claims arising from the disputed circumstances from the date of the application for arbitration until one month after the end of the arbitration procedure. The waiver causes a suspension of the statute of limitations.

The dates affected by the arbitration procedure, including the previous discussion between the contact persons, will be postponed if necessary, taking into account the duration of the arbitration and, if applicable, the duration of the arbitration results to be implemented plus a reasonable start-up period.

§14 Miscellaneous

The assignment of claims is only permitted with the prior written consent of the other contracting party. Consent may not be unreasonably withheld. The regulation of § 354 a HGB remains unaffected.

A right of retention can only be asserted due to counterclaims from the respective contractual relationship.

The contracting parties can only offset claims that have been legally established or are undisputed.

IT-SRV may name the customer on its website or in other media as a reference customer. IT-SRV may name the customer on its website or in other media as a reference customer. IT-SRV • Kurt-Schumacher-Allee 29 • 28329 Bremen • https://www.it-srv.de • kontakt[AT]IT-SRV.de

§15 final provision

All changes and additions to contractual agreements must be recorded in writing for verification purposes. Cancellations must be made in writing. Reports that have to be made in writing can also be made by e-mail.

Should individual provisions of the party agreements be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. In this case, the parties will replace the invalid provision with an effective provision that comes as close as possible to the economic purpose of the invalid provision. The same applies to any gaps in the agreements.

General terms and conditions of the customer are not part of the contract.

The law of the Federal Republic of Germany applies, excluding international private law and the UN sales law.

The exclusive place of jurisdiction for all legal disputes arising from or in connection with this contract is the registered office of IT-SRV. Source: http://www.DMMV.de