1 Subject matter of the contract; Scope
1.1 The following General Conditions of Contract ("AAB") apply to contracts between Heise Consulting Services GmbH and the contracting authority, for consulting and / or other services, unless other arrangements have been agreed in writing. The AAB shall not apply to the sale of hardware or the licensing of standard software by third parties. Conflicting terms and conditions of the customer are not part of the contract even without explicit objection.
2 Implementation of the Order
2.1 The contract contains the "Description of services", the for planning and execution conditions, defining the features and specifications (properties) of a work as well as information about parts, equipment, programs and other products.
2.2 Heise Consulting Services GmbH will provide contractually agreed services with the usual care.
2.3 The client is aware that Heise Consulting Services GmbH must participate from time to time and after timely notice to training and acquisitions.
2.4 Heise Consulting Services GmbH is entitled to engage third parties to carry out the order. if Heise Consulting Services GmbH realize that weighty interests of the customer before switching a subcontractor Heise Consulting Services GmbH will consult with the client.
2.5 Dates and times to which reference is made in the contract, serve - if not clear from the contract otherwise - only for planning purposes and are therefore have not legally binding.
3 Change the Scope of Services
3.1 Any change in the scope of services of the contracting party shall be addressed in writing to the contractually designated contact of the other Party. Changes in the scope of services will be binding after the signing of a written agreement between the two parties.
3.2 Heise Consulting Services GmbH may need a remuneration paid to conduct the examination of change requests.
4 Reconnaissance and Duties of the Customer
4.1 If Heise Consulting Services GmbH will operate onsite at the customer, the customer creates timely and free of charge all the conditions in the area and maintains them during the period of serivce provision upright. In particular, the client will (such as premises, system capacity, visual display units, telephone and network connections, etc.) make necessary working conditions available that are necessary for the contractual implementation.
4.2 The customer will provide timely any information which Heise Consulting Services GmbH may require for the contractual implementation. He will inform Heise Consulting Services GmbH immediately of all known results, circumstances and changes that are likely to affect the performance of the contracted power.
4.3 The duty of the customer is cooperate carefully, error-free and provide support in an appropriate quality. Heise Consulting Services GmbH is not obliged to verify the quality and accuracy of the duties of cooperation of the principal or accuracy or completeness of the information provided by the customer. The customer will confirm in wrting on demand from Heise Consulting Services GmbH the accuracy and completeness of the documents submitted by him and his verbal information and explanations.
4.4 The customer will provide adequately qualified staff to fullfill the contracted obligations to cooperate.
4.5 if the customer does not meet the contractual obligations to cooperate within the deadline and caused by delays and / or additional expenses, Heise Consulting Services GmbH may - without prejudice to further legal rights - demand changes to the timetable and the prices.
5 Proprietary Rights; Disclosure of work product to third parties
5.1 Heise Consulting Services GmbH transfers the rights to the intellectual property created by Heise Consulting Services GmbH after receiving the agreed fee in the extent to which this is necessary to achieve the purposes of the contract. The rights may be transferred to third parties in accordance with Section 9.
5.2 Heise Consulting Services GmbH has the exclusive right, developed by Heise Consulting Services GmbH intellectual property in its own name under patent law and - if possible - to use to register copyright and resulting rights.
5.3 Inventions that were jointly made by the employees of the client and Heise Consuling Services GmbH, and this issued patents include both parties. Each party has the right to grant licenses to third parties for such inventions or to assign its rights without the other party to make payments.
5.4 The customer is entitled to provide his affiliates (§§ 15 ff. AktG apply analogously if necessary), to the extent necessary to achieve the purpose pursued by the order, a non-transferable, non-exclusive right to use of Heise Consulting Services GmbH working results. In addition, the customer is entitled only with the written consent of Heise Consulting Services GmbH to pass work results or copies thereof to any third party. Heise Consulting Services GmbH assumes no liability for damages incurred by the order giver or third parties - including affiliates - due to a permissible or impermissible disclosure arise. The Client shall Heise Consulting Services GmbH from any claims by third parties as a result of the dissemination of results of work freely.
5.5 The contractual context granted usage or other rights - subject to the confidentiality provisions of Sections 10 - does not hinder Heise Consulting Services GmbH to use gathered methods or other know-how, which is distinguished by general applicability, in the future.
6 Remuneration and Payment
6.1 In addition to the payment of the service Heise Consulting Services GmbH can claim, on the reimbursement of expenses and payment of VAT. The customer will pay taxes resulting from the contract by itself. If a reimbursement is agreed after expenditure, Heise Consulting Services GmbH charges for his fee demand and for displays monthly afterwards. Daily rates are based on one hourly day 8, if expressly something else is not agreed.
6.2 All invoice amounts are due upon receipt of invoice. Default occurs with expiry of 30 days after the due date. Heise Consulting Services GmbH may default interest at the statutory rate demand (currently 5% above the post of Deutsche Bundesbank base rate).
6.3 The customer may only offset if his counterclaim is undisputed or legally binding.
7 Acceptance and warranty
7.1 With services no claim to warranty exists
7.2 On work achievements the following regulations find use:
7.3 if the work results consits of insignificant defects, the customer may not refuse acceptance. Heise Consulting Services GmbH will rework on such defects within a reasonable period, unless otherwise agreed in individual contracts
7.4 Heise Consulting Services GmbH can at least then require the partial acceptance of individual results when the contractual creation of other, not yet accepted results can be assessed and / or it is a necessary basis for further work.
7.5 Heise Consulting Services GmbH are carried out primarily by repair warranty. The customer may Heise Consulting Services GmbH set a reasonable deadline with the declaration that he will refuse to remedy the defect after the deadline. After unsuccessful expiry of the deadline, the contractor can demand either a reduction of the remuneration (reduction) or reimbursement of the contract (conversion), the latter, however, in case of defects, which are limited to partial acceptance enabled service components, only in terms of performance components, provided that the other services then for the contractors are still economically viable usable.
7.6 The Client will decrease work achievements after successful testing / test and / or transfer immediately. Denied the contractor acceptance, Heise Consulting Services GmbH is entitled to request a written time limit for this declaration. After this period, the work is considered accepted.
7.7 Heise Consulting Services GmbH assumes no liability for defects caused that Heise Consulting Services GmbH has taken into account when providing a service the client's requirements as regards the preparation of work results, which were not agreed contractually. However, this applies only if Heise Consulting Services GmbH has the authority indicated in writing beforehand that the flawlessness of performance in consideration of the requirements can not be guaranteed.
7.8 If Heise Consulting Services GmbH is supporting the client by analyzing the reported deficiencies, and it turns out the defect makes no warranty in responsibilty of Heise Consulting Services GmbH, those benefits will be payed by the underlying the contract payment rates or - where there is none reported in fixed-price contracts are - based on the current standard rates of remuneration of Heise Consulting Services GmbH.
8.1 Heise Consulting Services GmbH is liable for damages caused by absence of warranted characteristics, personal injury and damage, the employees of Heise Consulting Services GmbH caused intentionally or through gross negligence have. The liability is limited regardless of the legal basis in total to the typical, predictable damage.
8.2 Outside the regulated in Clause 8.1 range, the liability of Heise Consulting Services GmbH for all damages regardless of the legal basis is limited to EUR 20,000 (twenty thousand euros) or if the value of the injurious power is higher, up to the amount of the price of the injurious power.
8.3 Heise Consulting Services GmbH is not liable for slight negligence for indirect or consequential damages, even if Heise Consulting Services GmbH has been advised of the possibility of such damages.
9 Third party rights
9.1 If the work results of Heise Consulting Services GmbH injured rights of third parties, Heise Consulting Services GmbH will change this so that the contractual rights of the client are maintained. The client will possibly agree not-agile changes or additions to the work results in good faith.
9.2 If the customer by a third party because of alleged violations of their rights in the use of Heise Consulting Services GmbH delivered work product, impaired Heise Consulting Services GmbH will hold the customer of such claims immediately release and ensure that the impairment does not apply. In this case the customer will immediately inform Heise Consulting Services GmbH. The customer will will grant Heise Consulting Services GmbH and the legal representatives appointed in respect of such claims unrestricted authority to represent in their own right against the third party, and the customer will support continuously Heise Consulting Services GmbH against reimbursement in the defense of such claims.
9.3 The indemnification pursuant to Section 9.2 shall not apply if claims of a third party based on that work results were changed by the customer or a third party or be used under operating conditions, which did not have to reckon Heise Consulting Services GmbH. In this case, the customer will release Heise Consulting Services GmbH of all costs that may arise as a result of an alleged infringement of property rights by third parties.
10 confidentiality; Privacy
10.1 The contracting parties shall treat essential and not generally known matters of the other party with the usual in business life care. Any further protect particularly sensitive information and the associated determination of terms and conditions each require the conclusion of a separate written agreement. Ideas, concepts, know-how and techniques related to the processing of information, can be used freely by the parties, unless there are patents and / or copyrights preclude.
11.1 Either party may terminate the agreement for good cause with immediate effect. Important reasons a party may each then assert when,
11.2 The other party breaches a material contractual obligation and the breach is not remedied within an acceptable additional remedial deadline, even though the party concerned has expressly held a termination without notice if a deadline in the event of unsuccessful expiry date for, or at least two months before an application for opening of insolvency proceedings has been made against the assets of the other party and has not been withdrawn.
11.3 Heise Consulting Services GmbH is set to a termination in accordance with clause 11.1 all work to fulfill the scope of performance affected immediately or according to a schedule agreed with the client. The customer pays the agreed price minus the share price for those agreed scope, which was saved by the termination.
11.4 If the client, for reasons the Heise Consulting Services GmbH is responsible, he is paying the price for those parts of the services received, that are useful for him.
11.5 If contract terms are by their nature not limited in time, they will survive any termination of the contract and to respective successors and assignees.
12 Return of documents and other information media
12.1 After termination, each Party publishes the other party belonging documents and other data carriers and any copies thereof. However Heise Consulting Services GmbH is authorized to withhold exclusively to proof and quality assurance purposes one copy of the published documentation.
13 Applicable Law; jurisdiction
13.1 Claims from the Contract expire within three years unless a shorter period of limitation is determined by law.
13.2 Before the customer or Heise Consulting Services GmbH takes legal action for non-fulfillment of a condition of the contract, the fulfilment is to be allowed to the affected person in adequate manner.
13.3 only applies to the order, its execution and the claims resulting from this German law under exclusion of the UN Sales Convention ("United Nations Convention on Contracts for the International Sale of Goods")
13.4 The exclusive place of jurisdiction for all from the contractual relationship directly or indirectly arising disputes is Hamburg.
13.5 If any provision or part of a contract is invalid, the remaining provisions and parts of the contract remain in force.