General Terms and Conditions of Contract of Open Experts Services Ltd.
Status: February 2022
- Scope of application
(1) For all contracts between Open Experts Services Ltd. and its client, these terms and conditions apply to the exclusion of any general terms and conditions and other conditions of the client.
- Scope and execution of the order
(1) The object of the order is solely the agreed services; no commercial success is owed. Open Experts Services Ltd. will provide the contractually owed services with the care customary in the trade.
(2) Open Experts Services Ltd. is entitled to call in third parties for the execution of the order.
(3) If new facts (in particular also legal changes) occur after the end of the order, Open Experts Services Ltd. is not obliged to inform the client of the changes or the resulting consequences.
- Duty of the client to provide information and cooperate
The client is obliged to provide Open Experts Services Ltd. with all information and material resources necessary for the proper execution of the order at his own expense. The client must inform Open Experts Services Ltd. immediately of all events, circumstances and changes that could possibly influence the provision of the contractually agreed services. Open Experts Services Ltd. is not obliged to check the accuracy of such information.
- Right of use; passing on performance results to third parties and for advertising purposes
(1) If a copyright or other property right is created by a service to be provided by Open Experts Services Ltd., the client is entitled to a non-exclusive, non-transferable simple right of use within the scope of the purpose of the contract concluded with the client.
(2) Without the written consent of Open Experts Services Ltd., the client is not entitled to pass on the service results and reproductions thereof to third parties; the client may only reproduce the service results for internal use. (3) Open Experts Services Ltd. shall not be liable to a third party or to the client in the event that the client makes the result of the service accessible to third parties – whether authorized or unauthorized; the client shall indemnify Open Experts Services Ltd. in this respect from all claims of third parties.
(4) The use of performance results for advertising purposes requires the prior consent of Open Experts Services Ltd.
(5) The (usage) rights granted to the client do not prevent Open Experts Services Ltd. from using the techniques, ideas, concepts or know-how gained during the execution of the contract, which are characterized by general applicability, in the future.
- Acceptance and warranty
Insofar as warranty provisions apply due to the nature of the services to be provided under the contract, the following provisions shall apply:
(1) Minor defects which do not significantly impair the achievement of the purpose of the contract shall not entitle the customer to refuse acceptance.
(2) The client is initially only entitled to rectification, unless the rectification is not economically reasonable for Open Experts Services Ltd.
(3) If the rectification of defects is unreasonable or if multiple attempts at rectification do not result in freedom from defects, the client may also demand a reduction of the remuneration (reduction) or rescission of the contract (rescission); if the order has been placed by a merchant within the scope of his commercial business, a legal entity under public law or a special fund under public law, the client may only demand rescission of the contract if the service provided is of no interest to him due to the failure of the rectification of defects. Insofar as claims for damages exist beyond this, No. 6 shall apply.
The claim for rectification of defects must be asserted by the client immediately in writing, stating all defects.
(1) Open Experts Services Ltd. is fully liable for damages caused intentionally.
(2) Open Experts Services Ltd. is liable for damages caused by gross negligence up to a maximum of the order amount.
- Assertion of claims
All contractual claims can only be asserted in court within an exclusion period of six months after the claimant has become aware of the event giving rise to the claim or could have become aware of it.
- Duty of confidentiality; data protection
(1) Open Experts Services Ltd. undertakes – also post-contractually – to maintain confidentiality about all operational data and information concerning the client which is not already generally known and which Open Experts Services Ltd. becomes aware of during the execution of the order.
(2) Open Experts Services Ltd. shall take due care to ensure that its employees or third parties commissioned by it observe the statutory provisions on data protection when processing personal data.
- Time limits in the event of failure to cooperate on the part of the client; termination
(1) If the client violates his obligations to cooperate and Open Experts Services Ltd. has informed him of this, agreed schedules and/or deadlines shall be deemed extended by the period of time required by the client to fulfill his obligations to cooperate. During this time, Open Experts Services Ltd. is released from its performance obligations. Any additional expenses incurred by Open Experts Services Ltd. due to the breach of cooperation obligations shall be reimbursed by the client.
(2) If Open Experts Services Ltd. repeatedly and unsuccessfully requests the client to fulfill obligations to cooperate on which the success of the project depends, Open Experts Services Ltd. is entitled to terminate the contract without notice.
- Remuneration; consequences of default; exclusion of set-off
(1) In addition to its remuneration, Open Experts Services Ltd. is entitled to reimbursement of its expenses and to payment of VAT at the respective statutory rate. Several clients are jointly and severally liable.
(2) A non-timely fulfillment of payment obligations entitles Open Experts Services Ltd. to make its further provision of services dependent on the satisfaction of its claims.
(3) Open Experts Services Ltd. is entitled to demand 30% of the order amount from the client after the order has been placed. The further payment plan is to be determined when the order is placed.
(4) If invoice amounts are not paid within fifteen days after the due date, Open Experts Services Ltd. is entitled to charge interest. The interest rate shall be four percentage points above the respective base interest rate of the European Central Bank, unless the client can prove that the damage is lower. This shall not exclude the assertion of further damages caused by delay.
(5) A set-off against claims of Open Experts Services Ltd. for remuneration and reimbursement of expenses is only permitted with undisputed or legally established claims.
- Written form requirement
Collateral agreements, amendments to the contract or other legally relevant declarations concerning the contract (e.g. termination, waiver) must be made in writing to be effective.
- Disclosure of documents and other information carriers
After satisfaction of its claims arising from the order, Open Experts Services Ltd. shall, at the request of the client, return all client documents which it has received from or for the client on the occasion of its work for the client. Open Experts Services Ltd. is entitled to retain a copy of the documents to be handed over for internal purposes only.
- Enticement of employees
During the execution of an order and within 6 months thereafter, neither of the contracting parties shall approach employees of the other contracting party or subcontractors or their employees with the intention of hiring them or offer them the opportunity to take on orders for their own account.
- Applicable law; place of jurisdiction
(1) The order, its execution and any claims arising therefrom shall be governed exclusively by German law.
(2) Insofar as the client is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the registered office of Open Experts Services Ltd. shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
Open Experts Services Ltd.
DE – 13353 Berlin
Tel: 030 45977060
Fax: 030 45977061