General Terms and Conditions
These General Terms and Conditions concern the development of customer-specific software solutions, the provision of services as consulting, training and support as well as the temporary assignment of employees. They are an integral part of the contract between you as the client and t2informatik GmbH, Berlin, as the contractor, and fundamentally regulate all legal relationships between both parties, unless otherwise stipulated in special agreements to be made in writing by the parties involved.
We act as partners in the development of software solutions, in consulting, training and support as well as in the hiring out of employees. It is important that you support us in the provision of the contractual services to an appropriate extent, for example by providing us with the necessary information and documents for the provision of services completely and in good time.
2. Contract Durations and Place of Performance
We determine the contract duration by mutual agreement. The place of performance is Berlin or will be at another location in consultation with you. We do not charge any travel expenses for services rendered in Berlin. If the service is provided outside of Berlin, we will alternatively charge travel expenses at a flat rate, per receipt or included in the hourly rate.
3. Delivery of Software Solutions
The agreed work results are delivered electronically. Partial and early deliveries are possible by arrangement. The delivery period shall be extended appropriately in the event of obstacles caused by force majeure. This shall also apply if unforeseen obstacles and circumstances have occurred at subcontractors. As soon as we become aware of obstacles, we will inform you immediately.
A right of revocation is excluded.
4. Rights to Developed Software Solutions
If t2informatk develops an individual software solution on your behalf, you as the customer and we as the contractor shall jointly receive the temporally unlimited, non-exclusive, worldwide valid, irrevocable and transferable rights of use and exploitation, provided that no other agreements have been made.
5. The Infringement of Property Rights
If a third party asserts claims against you for infringement of intellectual property rights through the use of the service results provided by us and if their use is thereby impaired or prohibited, we shall be liable as follows:
We shall, at our option and expense, either amend or replace the agreed service results in such a way that they do not infringe the intellectual property right, but essentially correspond to the agreed service to a reasonable extent for you, or exempt you from licence fees vis-à-vis the owner of the intellectual property rights or third parties. If we are unable to do so on reasonable terms, we will take back the results of the service against reimbursement of the remuneration paid less an amount taking into account the time of use. In this case, you are obliged to return the service results. The prerequisites for t2informatik’s liability are that you notify us immediately of any claims by third parties, that you as the client do not acknowledge the alleged infringement of industrial property rights and that you leave any disputes, including any out-of-court settlements, to us or conduct them only in agreement with us. If necessary court and attorney fees are incurred by you as a result of the legal defence, these shall be borne by t2informatik. If you discontinue the use for reasons of damage reduction or other important reasons, you shall be obliged to point out to the third party that the discontinuation of use does not imply any acknowledgement of the alleged infringement of property rights. Claims against us are excluded insofar as you yourself are responsible for the infringement of industrial property rights.
Further claims by you due to an infringement of property rights of third parties are excluded. This exclusion does not apply in the case of intent or gross negligence or in the case of injury to life, body or health.
Except for damage caused intentionally or by gross negligence, we shall not be liable for any damage caused by agreed and/or unperformed services or the use or inability to use the developed software. This also applies without exception to loss of business profits, business interruptions, loss of business information or other economic loss, even if you have previously advised us of the possibility of such damage. In the event of slight negligence, we shall only be liable if a material contractual obligation has been breached.
Warranty claims by you are excluded if you modify the software developed by us for you yourself or have it modified by third parties, unless you can prove that a modification does not significantly complicate our analysis and processing costs and that the defect in the software was inherent in the acceptance.
The liability of t2informatik towards you for the service or the use of the developed software is limited to the amount of the remuneration actually paid for the service rendered. This limitation does not apply in the case of intent, gross negligence or injury to life, limb or health.
7. Prices, Invoices and Payments
The prices of our services are exclusive of statutory value-added tax and any travel expenses incurred. The services rendered shall be invoiced at the end of each month, stating the scope and content. Billing is on an hourly basis, one person day corresponds to 8 person hours. Any travel costs incurred outside of Berlin will also be invoiced. As payment target we agree 7 days with 2% discount or within 14 days net.
8. Severability Clause
Should individual provisions of these General Terms and Conditions be null and void or unenforceable, this shall not affect the remainder of our contract. The void or unenforceable provision shall be deemed replaced by an effective or enforceable provision that fulfils the intended purpose in the sense of the contract in a legally valid form and comes as close as possible to the intended economic result. You as the customer and we as the customer are jointly obliged to cooperate in determining the effective or feasible provision.
9. German Law
Our contract is subject to German law. The place of contract and jurisdiction is Berlin. Your General Terms and Conditions of Business and Purchase shall not apply.
Last updated: October 01, 2017