1.1 These provisions in their currently valid version apply to all services by uIntent GmbH (referred to hereafter as provider), regardless of the content or legal nature thereof. They take priority over all customer contract conditions (“Conditions of Purchase”, “Special Contract Conditions” etc.), even if the provider does not contradict deviating conditions or counter-confirmations by the contracting partner. Any such conditions are herewith explicitly rejected.
1.2 Insofar as quotations or contracts of the provider contain clauses which deviate from the following general terms, the individually agreed contract provisions take priority over these general terms.
These terms apply to natural persons and
legal entities acting in conclusion of the contract in the scope of their
commercial or self-employed activities (entrepreneurs) and to legal entities in
accordance with § 310 para. I German Civil Code.
§ 2 Remuneration/Conditions of Payment/Settlement
2.1 Orders placed with the provider come into effect with the bidder’s written or electronic order confirmation, which also states both the remuneration and the conditions of payment.
2.2 Insofar as services are settled on the basis of outlay, the provider is entitled to submit monthly invoices. The provider’s staff shall keep a list of the daily working hours stating the project concerned and the type of activity. The customer can demand to see the list at any time.
2.3 All accounts receivable are due on issuing the invoice for immediate payment without any deductions.
2.4 If the customer defaults in payment, interest is charged on the sum owed amounting to 8% over the basic interest rate. This does not affect the right to claims for higher default damages.
2.5 Until all current and future accounts receivable arising from the business relationship with the customer have been paid completely, the bidder retains the right of ownership to the supplied products.
his right to refuse payment for missing or faulty services, the customer is not
entitled to withhold payment. He can only settle up against accounts receivable
which have been ascertained by law or are accepted by the provider.
§ 3 Customer’s Duty to Cooperate
3.1 The customer ensures that the provider is given all documents needed to fulfil the contract unsolicited and in plenty of time and that the provider is informed of all matters and circumstances pertaining to fulfilment of the contract.
§ 4.Confidentiality by the Provider/Data Protection
4.1 The provider is obliged without any time limits to treat all business and corporate secrets and all other confidential information made known to him in the context of executing the order with absolute confidentiality. Only the customer himself, but not his vicarious agents, can release the provider in writing from this duty to confidentiality.
4.2 The provider undertakes to impose the above duty to confidentiality on all persons instructed by him to execute the order.
4.3 Either contracting party may process the data of the other contracting party automatically as part of processing the order, or arrange for such data to be processed by third parties.
§ 5 Disturbances in Performance
5.1 Insofar as punctual performance is impeded by a cause for which the provider is not responsible, including strike or lock-out, the provider can request an appropriate postponement of the deadlines. If the outlay is increased for reasons for which the customer is responsible, the provider can also insist on remuneration for his additional outlay.
§ 6 Liability of the Provider for Violated Rights
6.1 The provider shall obtain all necessary information about third-party rights with regard to his service and acquire these rights from third parties where necessary to fulfil the contract.
6.2 If a third party makes claims on the customer for violated rights, the customer shall inform the provider immediately. It is then up to the provider – and where applicable his subcontractors – where admissible, to reject the submitted claims at his costs. The provider shall exempt the customer from any third-party claims.
6.3 If third-party rights are infringed by any service, the provider shall proceed as follows at his own choice and costs:
– acquire the right for the customer to use the service, or
– design the service so that it does not infringe third-party rights
– take back the service at the invoice price (less appropriate compensation for use).
Notwithstanding claims for damages according to § 7 General Terms.
6.4 The provider is entitled to prohibit the customer’s use of the service according to the above provisions if claims based on third-party rights have been filed against him.
§ 7 Provider’s Liability for Damages
7.1 The provider is liable to the customer, for any legal reasons whatsoever, for any damage caused by his staff through willful intent or gross negligence and for any damage caused by the lack of warranted qualities. This liability is limited to the double amount of costs of the respective project.
7.2 If in the case of unpunctual performance caused by willful intent or gross negligence of the provider, the customer wants to assert his rights based on the claim that the partial performance is no longer of interest to him, he must make this lack of interest credible.
7.3 In the case of slight negligence, the provider is only liable if the provider has infringed a cardinal duty. Liability for any one case of damages is limited to the order value. For on-going payments of flat rate amounts, liability is limited to the flat rate amounts to be paid in the year in which the individual damages occurred. On concluding the contract, the customer can demand extended liability at a surcharge.
The provider is also liable for slight negligence if the damages are covered by the provider’s business liability insurance. The provider undertakes to preserve the insurance cover existing on conclusion of the contract.
7.4 Compensation is not paid for unforeseeable, untypical damages and damages attributed to the customer’s sovereignty or risk both in the event of delay and poor performance, when the customer is a merchant in accordance with the German Commercial Code.
7.5 The provider assumes no liability for the loss of customer data. For any other data loss, the provider is only liable for the outlay necessary by the customer for reconstruction of the data given proper data backup procedures, on condition that the provider has correctly fulfilled his duties to provide correct instructions for the data backup procedures.
7.6 Any claims for contractual damages of the customer on the provider lapse within twelve months of the claim arising, unless shorter statutory periods of limitation exist.
7.7 Notwithstanding any claims arising from §§ 1 and 4, Product Liability Law.
§ 8 Miscellaneous
8.1 Subject to German law. Insofar as foreign customers would be subject to the United Nations Convention on Contracts for the International Sale of Goods adopted into German law, this is precluded.
8.2 If individual provisions should be or become ineffective, this does not affect the validity of the remaining clauses. Ineffective provisions are to be replaced by clauses whose commercial success corresponds as closely as possible to the intentions of the invalid clause.
8.3 Any changes or additions to these terms or to the contract must be made in writing and must be marked explicitly as such.
8.4 Place of jurisdiction for disputes with a merchant, a legal public law entity or special public assets is the provider’s headquarters.