General Terms and Conditions
These terms and conditions apply to services provided by alphaX Digital Services owner Frank Hartmann, hereinafter referred to as alphaX.
§ 1 Offers
- Offers are not binding, unless all information available for order fulfillment, in particular the signature, is available from the customer.
- Offers made by alphaX to the contractor are binding for a period of 21 days, unless otherwise stipulated in the offer. If the contractor accepts the offer within the binding period (in writing, by telefax or e-mail), the activities described therein shall take place in accordance with these GTC.
- Dates are to be understood as non-binding guidelines, unless they are expressly marked as binding.
§ 2 Obligation of the customer to cooperate
- The client is obliged to support alphaX and to create the necessary conditions which are the responsibility of the client. In particular, he must provide all documents necessary or important for the execution of the order in good time.
- The client shall provide the cooperation services agreed in these general terms and conditions and in the offer at his own expense. This includes in particular the provision of infrastructure, personnel, technology, documents, organisational support and the appointment of a project manager at the customer’s site required for the execution of the contract. The Client shall provide alphaX with the required data and information in good time and to a sufficient extent.
- In the event of non-fulfilment of the agreed obligations, alphaX shall not be deemed to be in default at the time of the breach until its fulfilment. alphaX may set a reasonable deadline for performance and, if the deadline expires without result, withdraw the offer and claim damages.
§ 3 Rights and duties of the alphaX
- The alphaX is free with regard to the actual performance of the tasks assigned to it. This applies both to the time required for the provision of services and to the manner in which they are performed, unless the contractual obligations of the client vis-à-vis its customer are adversely affected or the respective offer provides for explicit provisions in this regard.
- The alphaX is not subject to any right of instruction. However, technical specifications on the part of the client must be observed to the extent that they are necessary for the proper execution of the order.
- The alphaX is entitled to make use of third parties in whole or in part for the provision of services.
- The applicability of § 615 BGB is expressly agreed upon.
§ 4 Remuneration
- The remuneration shall be based on the actual hours worked for the service in question and an hourly rate to be applied therefor.
- One working hour corresponds to one time hour. For billing purposes, the relevant number of hours is the number of hours commenced, rounded up to full quarter hours.
- The following hourly rates apply to the alphaX services:
- 80,00 Euro for supply-dependent services such as consulting, development, commissioning, maintenance work or the like
- 120,00 Euro for offer-independent consultation
- Insofar as, in deviation from § 7 paragraph 1, alphaX does not perform its services at the place of performance but at a different location (registered office of the principal, other location determined by the principal, cf. § 7 paragraph 2), the travel time shall only be set at 50% when calculating the time required for calculating the remuneration. In addition, a kilometric allowance of € 0.40 per kilometre driven and per employee employed shall be payable. Should further travel expenses, in particular overnight expenses, be incurred in this connection, these shall also be reimbursed by the client to the extent that they were necessary.
- All prices quoted are net prices in Euro and are exclusive of the respective statutory value added tax.
§ 5 Due date and billing
- The alphaX will bill the remuneration for the calendar month at the end of the respective month, which is determined according to time and effort.
- The invoice shall show the amount of work incurred and the travel time separately by hours. The amount of work must be documented by a corresponding proof of activity, which must be countersigned by the client. If the client does not countersign within 7 calendar days after submission of the proof of activity and if the client does not raise any objections to this during this time, the proof of activity is considered confirmed.
- For the journey times, the journey times resulting from a common route planner are estimated as a lump sum, independent of any additional or reduced times.
- All other expenses, in particular accommodation costs, are invoiced at the actual amount incurred and documented accordingly.
- In individual cases, in deviation from the provision in § 4, if no hourly fee is agreed, but a flat fee, the invoice is issued after the expiry of the performance period specified for it.
- The payment and travel expenses are due within 14 calendar days, calculated from the respective invoice date, for payment to an account to be specified by alphaX. The date of receipt by alphaX shall be decisive for the timeliness of the payment. After expiry of this period, the client shall be in default without further ado.
- The invoice must meet the legal requirements for invoicing. If the invoice contains errors with regard to the formal requirements, a new, proper invoice must be issued at the request of the customer. This does not affect the existence and due date of the remuneration claim. The client is not entitled to a right to refuse performance due to such a circumstance.
- In the event of default in payment, the client must pay the legally stipulated default interest. alphaX reserves the right to assert further claims for damages.
§ 6 Offsetting and retention
- The client can only bring forward a set-off and a right of retention if his counterclaim is undisputed or legally established. In addition, the assertion of the right of retention presupposes that the counterclaim results from the same contractual relationship.
§ 7 Place of performance
- Place of performance for the performance obligations of the alphaX is its officially registered office.
- At the Client’s request, however, alphaX shall be obliged to relocate the performance to the Client’s registered office or to another location determined by the Client, if this is necessary for the proper and proper execution of the order. This shall not affect the provisions in paragraph 1.
§ 8 Liability
- Both alphaX and the client shall be liable to the same extent for their own fault as for that of their legal representatives, vicarious agents and assistants.
- In the event of a culpable breach of contract by alphaX, which entitles the client to damages, liability shall be excluded if the breach of contract was committed only through slight negligence, unless
- it is a breach of a material contractual obligation that significantly shapes the contract and is intended to make a decisive contribution to achieving the success intended by both parties, which includes in particular the main performance obligations and comparable obligations, or
- the act of injury has resulted in injury to life, limb or health.
- alphaX’s liability for the breach of material contractual or negligent obligations shall be limited in amount to the order value. This does not apply if
- the act of infringement was committed intentionally or through gross negligence or
- when the act of injury has resulted in injury to life, limb or health.
- Claims against alphaX for payment of damages shall become statute-barred within 2 years. The date of commencement of the period shall be governed by the respective statutory provisions.
- The existing rules on the burden of proof are not changed by the aforementioned provisions.
the client has been negligent in the way he has acted.
it is a breach of a material contractual obligation that significantly shapes the contract and is intended to make a decisive contribution to achieving the success intended by both parties, which includes in particular the main performance obligations and comparable obligations, or
it is a breach of a material contractual obligation that significantly affects the contract and is intended to make a decisive contribution to achieving the success intended by both parties, which includes in particular the main performance obligations and comparable obligations, or
it is a breach of a material contractual obligation, which significantly affects the contract and is intended to make a decisive contribution to achieving the success intended by both parties.
the act of infringement was committed intentionally or through gross negligence or
§ 9 Copyrights, Inventions
- Insofar as alphaX establishes its own copyrights or patent rights as a result of its activities or acquires the rights of use derived therefrom within the framework of its services, it shall, at the request of the client, grant the client the exclusive right of use to this by means of a separate licence agreement or shall transfer the acquired right of use to this client within the framework of a separate licence agreement.
- The client is permitted to transfer the reserved rights of use to third parties within the framework of normal business transactions for alphaX. The Client hereby assigns in advance by way of security to alphaX, which accepts this assignment, the claim arising from a further transfer or from any other legal ground. The authorisation to collect the claim shall remain with the client. Upon request, the principal shall provide alphaX with all information relating to the assigned claim and the third-party debtor. If the principal is in default of payment, alphaX shall be entitled to disclose the assignment of the claim to the third-party debtor and to demand performance from itself.
- If service inventions within the meaning of the German Employee Invention Act (Arbeitnehmererfindungsgesetz) are made on the part of alphaX by the employees employed as part of the provision of services, alphaX hereby undertakes, at the request of the client, to assert the rights resulting therefrom in accordance with the statutory provisions in order to be able to effect the transfer in accordance with paragraph 1.
- The above provision also applies to the use of rights of use to copyrights of employees.
- In the event that alphaX makes use of service inventions, the client undertakes to indemnify alphaX against all claims by the respective employees in accordance with the Employee Invention Act. To this end, he shall assume the Contractor’s resulting obligations towards his employees. If the employee concerned does not agree to this assumption of debt, however, an indemnity shall be granted in the internal relationship between the client and alphaX.
- The above obligations of alphaX are subject to the condition precedent of payment of the license fees incurred for the respective project.
§ 10 Confidentiality, storage and return of documents
- The alphaX will maintain secrecy about all business and company secrets of the client that become known to it.
- This obligation continues even after termination of the contractual relationship between the client and alphaX.
- In the same way, alphaX is subject to the provisions of the Federal Data Protection Act within the scope of its activities. In particular, alphaX undertakes to maintain data secrecy within the meaning of § 5 of the Federal Data Protection Act.
- With regard to the above provisions, alphaX shall keep documents and data provided to it by the client from access by unauthorised third parties and shall return or destroy them immediately upon termination of the contractual relationship at the request of the client. alphaX shall be entitled to a right of retention to the extent that any remuneration claims still due are to be met by the Client.
§ 11 Severability clause
- Should individual provisions of these GTCs or the individual contracts be or become ineffective or show these gaps, this shall not affect the effectiveness of the remaining provisions and the existence of the respective contract.
- The contractual relations between the parties shall be governed exclusively by the laws of the Federal Republic of Germany.
The place of jurisdiction for all legal disputes arising shall be the registered office of alphaX.