General Terms and Conditions
General Terms and Conditions of Use
Section 1: Scope
1) These “General Terms and Conditions of Use” apply to the use by customers of the software as a service (SaaS) services provided by Carl Beutlhauser Baumaschinen GmbH (“Beutlhauser”) in relation to OneStop Pro software applications (https://www.onestop-pro.com/, referred to hereinafter as “OneStop Pro”). The General Terms and Conditions of Use are applicable only if the customer is an entrepreneur as defined in section 14 of the German Civil Code (BGB), a legal person under public law or a special fund under public law.
2) These General Terms and Conditions of Use apply exclusively to the use of OneStop Pro. Other services of Beutlhauser in connection with OneStop Pro, such as implementation and customization services, are subject to separate terms and conditions of service, which are available on the following web page: https://www.onestop-pro.com/en/general-terms-and-conditions.
3) A contract is concluded between the parties one the customer accepts a binding quotation from Beutlhauser.
4) Only these terms and conditions of use are applicable. Diverging, conflicting or supplementary general terms and conditions of business of the customer will only become a component of the contract if Beutlhauser expressly consents to it. This requirement for consent is always applicable, including, for example, if Beutlhauser, in the knowledge of the customer’s general terms and conditions of business, makes access to OneStop Pro available without reservation.
5) Individual agreements reached with the customer in specific cases (including ancillary agreements, additions and amendments) always take precedence over these General Terms and Conditions of Use. A written agreement or written confirmation from us is decisive for the content of such agreements unless there is evidence to the contrary.
6) Legally relevant declarations and notifications of the customer with regard to the contract between the customer and Beutlhauser in accordance with article 1, para. 3 of the General Terms and Conditions of Use of OneStop Pro (“License Agreement”), such as the setting of deadlines, notifications of defects and declarations of cancellation or reduction, must be submitted in writing. Legal formalities and any supporting documents, in particular if there are any doubts about the legitimacy of the declarant, are unaffected.
7) References to the applicability of statutory provisions are for the purposes of clarification only. Even without such clarification, the statutory provisions are therefore applicable unless they are directly amended or expressly excluded in these General Terms and Conditions of Use.
Section 2: Subject matter of the contract
1) The subject matter of the License Agreement and of these General Terms and Conditions of Use concerns Beutlhauser granting the right to use the OneStop Pro products and the rights required to use OneStop Pro in accordance with the contract and section 3 of these General Terms and Conditions of Use.
2) In return for payment, the customer receives access over the Internet to the OneStop Pro products described in the License Agreement for the duration of the License Agreement. To this end, Beutlhauser sets up OneStop Pro on a server that can be accessed by the customer over the Internet, currently at the following address: https://app.onestop-pro.de/.
3) OneStop Pro is a SaaS service provided over the Internet for the construction industry and other sectors.
4) OneStop Pro is available in the form of different products, each offering a different range of functions. The functional scope of the different OneStop Pro products is described at https://www.onestop-pro.com/en/products. The contractually agreed scope of OneStop Pro depends on the type and number of products specifically agreed on with the customer and specified in the quotation.
5) Beutlhauser continues to develop OneStop Pro on an ongoing basis and will improve OneStop Pro at its discretion by means of updates and upgrades.
6) An active Internet connection is required to use OneStop Pro. In addition, a modern web browser such as Chrome or Firefox is needed to use OneStop Pro. The customer is responsible for meeting the technical requirements for accessing OneStop Pro.
7) OneStop Pro can provide interfaces for communication with ERP systems and telematics solutions, for example. In order to be able to use these interfaces, the customer’s hardware and/or software has to meet specific requirements, where applicable. The customer is responsible for ensuring that these requirements are met. Beutlhauser can customize interfaces to suit different types of software. Such customization work is not part of the License Agreement, however. The customer orders and pays for it separately.
Section 3: Rights of use
1) Beutlhauser grants the customer the non-exclusive and non-transferable right to use OneStop Pro for the agreed duration to the extent described in the License Agreement and these General Terms and Conditions of Use.
2) The customer is prohibited from copying, distributing, decompiling or altering OneStop Pro or reverse engineering it to ascertain how OneStop Pro works or to retrieve its source code.
3) The customer is not entitled to make OneStop Pro available to third parties to use either in return for payment or free of charge. This includes passing on the customer’s Login Details to a third party, unless Beutlhauser gives its advance written consent in a specific case.
Section 4: Accessibility, technical support
1) Adjustments, changes and additions to OneStop Pro and measures taken to assess and eliminate malfunctions will only lead to a temporary interruption or impaired accessibility if this is unavoidable for technical reasons. As far as is possible and can be reasonably expected, Beutlhauser will inform the customer in good time in text form (transmitted electronically) of any impaired accessibility due to maintenance work.
2) Technical phone support is available to the customer and the customer’s registered OneStop Pro users free of charge during the following service hours: Monday to Thursday from 8 a.m. to 5 p.m. and Friday from 8 a.m. to 4 p.m. (CET). These times are subject to change by Beutlhauser. The current availability and the number to call can be obtained at https://www.onestop-pro.com/en/support-en/ The customer can also contact Beutlhauser using the contact form on this page or by sending an email to firstname.lastname@example.org
Section 5: Obligations of the customer
1) The customer is obligated to put suitable measures in place to prevent unauthorized access by third parties to the protected areas of OneStop Pro. To this end, the customer will make its employees aware, where necessary, of the obligation to respect copyright. The customer is obligated to inform Beutlhauser immediately in the event that there is a suspicion of unauthorized use or of the disclosure of Login Details to unauthorized third parties.
2) Regardless of the obligation of Beutlhauser to back up data, the customer is responsible for entering and maintaining the data and information required to use OneStop Pro. The customer is obligated to back up data entered in OneStop Pro.
3) The customer is obligated to check its data and information for viruses or other harmful components before entering it and to use state-of-the-art anti-virus software for this purpose.
4) After creating a user profile in OneStop Pro, the user receives at their specified email address an email with an activation link providing access to OneStop Pro once the user has created and entered a password. The Login Details, which consist of an email address and password (“Login Details”), are required in order to use OneStop Pro. The customer is obligated to keep Login Details secret and not make them accessible to third parties. If there are any doubts about whether it is permissible to pass on Login Details (e.g. within the customer’s company), the customer will obtain consent from Beutlhauser before doing so.
5) The customer grants Beutlhauser a simple right, restricted in space and time to the duration of the License Agreement, to use the data and information entered by the customer and to use this data and information to operate and further develop OneStop Pro.
6) The data and information fed into OneStop Pro by the customer may be protected by copyright and data protection law. The customer will ensure that data and information fed into OneStop Pro will be used in compliance with the applicable statutory and contractual requirements. The customer exempts Beutlhauser from all claims of third parties made against Beutlhauser in relation to data and information in OneStop Pro that was fed in using the customer’s Login Details. Beutlhauser will inform the customer immediately if any such claims of third parties are made against Beutlhauser. The customer and Beutlhauser will come to an agreement in order to mount a defense against such claims. Beutlhauser can choose whether to handle the defense against a claim itself or to leave this to the customer.
7) The customer is prohibited from using OneStop Pro in particular to:
– commit a criminal offense or legal infringement of any kind;
– introduce and distribute any form of malware (viruses, Trojans, worms, etc.);
– feed in and distribute material that is illegal, inhuman, offensive or obscene;
– create and distribute advertising;
– attempt to gain unauthorized access to the servers of Beutlhauser, the source code of OneStop Pro or the data of other users of OneStop Pro;
– adversely affect the performance of Beutlhauser’s servers (e.g. through DDoS attacks); or
– adversely affect or interfere with the use of OneStop Pro by other users in some other way.
Section 6: Payment
1) The customer undertakes to pay the agreed monthly fee plus any applicable sales tax to Beutlhauser for providing access to OneStop Pro and granting the associated right to use it.
2) The customer must make any objections to the invoicing of the services provided by Beutlhauser within eight weeks of receiving the invoice. The customer must do this in writing to the address specified on the invoice. After the expiration of this period, the customer is considered to have approved the invoice. Beutlhauser will draw particular attention to this when sending the invoice to the customer.
3) Beutlhauser is entitled to adjust the level of the monthly fee after the expiration of the minimum period or Extension Period (see section 8, para. 1 of the General Terms and Conditions of Use). Beutlhauser will notify the customer of any fee increases in text form (transmitted electronically) a month before the increase takes effect. The customer can give notice of terminating the License Agreement with Beutlhauser within a month of receiving the notification of the fee increase. When notifying the customer of the fee increase, Beutlhauser will inform the customer expressly of their right to give notice of termination.
Section 7: Liability
1) Information provided by Beutlhauser in brochures, advertising and on the company’s website does not constitute a guarantee or provide assurance that the product will have certain features.
2) Beutlhauser is liable only when the company, its legal representatives, executive employees or other vicarious agents is/are at fault in accordance with the following provisions.
3) For damages brought about willfully or as a result of gross negligence by Beutlhauser or its legal representatives, executive employees or other vicarious agents, Beutlhauser is liable without limitation.
4) In the case of a slightly negligent breach of an obligation on which the customer should have been able to rely, and the fulfillment of which is a prerequisite for the proper implementation of the License Agreement (and thus a cardinal obligation), Beutlhauser’s liability is limited to the damages that are typically to be expected within the framework of this relationship (damages that are foreseeable and typical of this type of contract). Liability is excluded for damages caused by slight negligence.
5) The liability for malice, personal injuries and liability under the product liability legislation remains unaffected by the above provisions.
6) The liability for loss of data is limited to the cost of recovery from the usual data backups (daily backups by the customer).
7) Strict liability for initial defects in accordance with section 536a para. 1 var. 1 of the German Civil Code is excluded.
Section 8: Contract period and termination
1) The License Agreement begins with the signing of the handover certificate by the customer and runs for a period of:
• one month for the product Go! (“Minimum Contract Period for Go!”), and is extended by a further month each time (“Extension Period for Go!”);
• 12 months for all other products (“Minimum Contract Period”), and is extended by a further 12 months each time (“Extension Period”);
unless notice of termination is given in accordance with section 8 para. 2, 3 of the General Terms and Conditions of Use.
2) The contractual relationship can be terminated in writing by either party:
• with, in the case of Go!, notice of one month to the end of the Minimum Contract Period for Go! or each Extension Period for Go!;
• with, in the case of the other products, notice of three months to the end of the Minimum Contract Period or each Extension Period.
3) The right of either party to terminate the License Agreement for good cause without notice remains unaffected. In particular, Beutlhauser is entitled to terminate the contract without notice if the customer fails to make due payments despite receiving reminders and being granted Extension Periods or violates the contractual provisions regarding the use of OneStop Pro. The prerequisite for termination without notice in every case is that the other party must have received a written reminder or warning and been requested to eliminate the alleged reason for termination without notice within an appropriate period of time.
4) Termination by the customer due to failure to grant use in accordance with section 543 para. 1 no. 1 of the German Civil Code (BGB) is excluded if the delay in granting use is not the fault of Beutlhauser.
Section 9: Blocking of access
1) Beutlhauser is entitled to block the customer’s access to OneStop Pro if:
a) the customer violates section 5 para. 7 of these General Terms and Conditions of Use;
b) Beutlhauser is obligated to do so by law or through a court or administrative order;
c) there are indications of misuse of the access by the customer;
d) there are indications that unauthorized third parties have obtained the customer’s Login Details;
e) there are indications that the customer has granted unauthorized third parties access to OneStop Pro either free of charge or in return for payment;
f) the customer fails to pay the agreed fee for more than two weeks beyond the due date;
g) it is absolutely necessary to block the customer’s access for technical reasons (e.g. for maintenance work).
2) Beutlhauser will notify the customer in text form (transmitted electronically) that access will be blocked at least one working day in advance unless such notification would have an adverse effect on important interests of Beutlhauser or would defeat the purpose of blocking the access.
3) If the customer is responsible for the reason for blocking the access, Beutlhauser’s entitlement to payment of the fee continues during the period in which the access is blocked.
Section 10: Data protection/confidentiality
1) 1) Beutlhauser adheres strictly to the data protection laws applicable in Germany. OneStop Pro and the data of the customer entered in it is hosted on servers in a secure German data center that are state of the art in terms of both technology and security. The customer is responsible for ensuring that the data it feeds into OneStop Pro can be forwarded to Beutlhauser and processed in OneStop Pro (see also section 5 para. 6 of these General Terms and Conditions of Use).
2) In order to adhere to the requirements of data protection law, the parties will conclude a data processing agreement as described in article 28 of the GDPR unless such a data processing agreement has already been concluded by the parties on the occasion of implementation services provided by Beutlhauser.
3) Beutlhauser undertakes to maintain the strictest confidentiality with regard to all confidential matters it learns of in the course of preparing for, performing and fulfilling the License Agreement, in particular with regard to trade or business secrets of the customer, and not to either pass them on or utilize them in any other way. This applies to any unauthorized third parties, including unauthorized employees of either Beutlhauser or the customer, unless it is necessary to pass information on for the proper fulfillment of Beutlhauser’s contractual obligations. In cases of doubt, Beutlhauser will obtain the customer’s consent before passing on information.
4) Beutlhauser undertakes to conclude an agreement as described above in paragraph 2 with all employees and subcontractors used in connection with the preparation, performance and fulfillment of the contract.
Section 11: Final provisions, customer reference
1) Beutlhauser is entitled to use subcontractors to fulfill the License Agreement.
2) Changes to the License Agreement must be made in writing in order to be valid. This also applies to a change to the written form requirement. For the purpose of these General Terms and Conditions of Use, the written form includes the text form (e.g. communication by letter, email or fax).
3) The License Agreement is subject to the law of the Federal Republic of Germany. In the event of disputes in connection with the License Agreement, Passau is the exclusive place of jurisdiction.
4) The customer may only set off against claims that are undisputed or established as valid by due legal process.
5) Beutlhauser can designate the customer as a reference customer using its trading name and company name. However, the customer can refuse permission if there are important reasons to do so.
6) The invalidity of individual provisions in the License Agreement does not affect the validity of the rest of the contract. In such cases, the parties undertake to agree effective provisions that come as close as possible economically to the intended purpose of the invalid provisions. The same applies by analogy to the closing of any gaps in the License Agreement.
Valid as at: August 2020
General Terms and Conditions of Service
Section 1: Scope, conclusion of the contract and form
1) These General Terms and Conditions of Service apply to all business relationships between Carl Beutlhauser Baumaschinen GmbH (the “Contractor”) and its customers. The General Terms and Conditions of Service apply only if the customer is an entrepreneur (in the sense of section 14 of the German Civil Code (BGB)), a legal person under public law or a special fund under public law.
2) The General Terms and Conditions of Service apply in particular to projects that involve implementing and customizing the application OneStop Pro at the customer’s site. The application is used in accordance with separate terms and conditions of use.
3) A contract is concluded between the parties when the customer accepts a binding quotation from the Contractor.
4) Unless something else is agreed, the General Terms and Conditions of Service in the version that is valid at the time the customer places the order or in the most recently communicated text form serve as a master agreement, including for similar contracts in the future, without the need for the Contractor to point this out again in each case.
5) These General Terms and Conditions of Service are applicable exclusively. Diverging, conflicting or supplementary general terms and conditions of business of the customer will only become a component of the contract if the Contractor expressly consents to it. This requirement for consent applies in all cases, including, for example, when the Contractor, knowing the general terms and conditions of the customer, completes the project without reservations.
6) Individual agreements reached with the customer in specific cases (including ancillary agreements, additions and amendments) always take precedence over these General Terms and Conditions of Service. A written agreement or written confirmation from us is decisive for the content of such agreements subject to proof to the contrary.
7) Legally relevant declarations and notifications of the customer with regard to the contract (e.g. the setting of deadlines, notifications of defects and declarations of cancellation or reduction) must be submitted in writing. Legal formalities and any supporting documents, in particular if there are any doubts about the legitimacy of the declarant, are unaffected.
8) References to the applicability of statutory provisions are for the purposes of clarification only. Even without such clarification, the statutory provisions are therefore applicable unless they are directly amended or expressly excluded in these General Terms and Conditions of Service.
Section 2: Content and scope of service
The content, scope and outline conditions of the agreed services are determined exclusively by the contract and these General Terms and Conditions of Service. Changes and additions to the content or scope of the agreed services are the subject of change requests. Changes and additions are only effectively agreed when they are made in writing and attached to this contract as an annex.
Section 3: Change requests
1) Changes and additions to the content or scope of the services to be provided by the Contractor can be proposed by either party. The proposal must contain at least the following information:
– a concrete specification of the change or addition;
– the reasoning in functional and technical terms;
– the expected effects on the schedule and workflow plan; and
– a cost estimate, including the costs incurred and still to be incurred, for reviewing the proposal of changes and additions and for handling the change request procedure.
2) The receiving party must review the proposal and take a view of it. The customer takes the decision on going ahead with the proposal of changes and additions. The Contractor is entitled to refuse to make a change or addition if it is either not feasible technically or it is associated with disproportionate, unreasonable costs for the Contractor.
3) If the review of the possible changes and additions or the actual implementation of a change or addition has an impact on the contractual structure (payment, deadlines, acceptance modalities, etc.), the parties will amend the contractual provisions in writing without delay. For the additional costs incurred by the Contractor as a result of the implementation of the proposal of changes and additions and the change and addition procedure, the Contractor is entitled to an additional, cost-related payment on the basis of the agreed rates.
Section 4: Phase I: Project planning (project plan and roadmap)
1) In the project planning (phase I), the parties will agree on a project plan and roadmap for the services to be provided. In particular, a project plan will be drawn up for the implementation and customization of the application. This will consist of:
– a technical concept;
– a data acquisition concept; and
– a training concept. The parties will also draw up a road map with a schedule and workflow plan for the completion of the implementation and customization work. The parties will agree on the final, binding versions of the project plan and roadmap in writing.
2) The parties will also agree in the roadmap whether timelines and deadlines are to be regarded as binding or non-binding. If the parties make no explicit arrangements for this, timelines and/or deadlines will be non-binding.
3) In the absence of an expressly agreed project plan and roadmap, the Contractor will complete the project at its own professional discretion.
4) In addition, all the services provided by the Contractor are dependent on correct and timely deliveries from its suppliers and on the customer fulfilling its obligations and cooperating.
Section 5: Phase II: Implementation
1) The Contractor will customize the application and implement it on site at the customer in accordance with the project plan. This involves the following steps:
– provision and customization of the technology;
– provision of training;
– provision of support and assistance to the customer;
– identification and realization of potential for optimization.
2) Provision and customization of technology, in particular:
– creation of a customer account;
– creation of the users disclosed by the customer in advance;
– importing of data from Excel lists or other data sources;
– setup of one-off or continuous interfaces;
– coordination with external software providers if interfaces are necessary here;
– connection of telematics units or OEM interfaces with OneStop Pro assets (resources).
3) Training: The Contractor trains the personnel nominated by the customer to use the application during the period specified for it in the roadmap. The parties will decide on the location for, type of, payment for and scope of the training separately.
4) Provision of support and assistance to the customer:
– regular meetings on the progress of the project;
– recognition/incorporation of customer requirements as they emerge;
– assistance from product specialists.
5) Identification and realization of potential for optimization:
– project completion;
– transfer to support team;
– presentation of other possible applications.
Section 6: Cooperation and obligations of the parties; acts of God
1) The parties undertake to work together closely and efficiently in each phase of the project, for which the personnel-related, organizational, functional and technical responsibility of the customer is key, and in particular to:
– put in writing in sufficiently concrete terms the requirements that apply to the customization and implementation of the application;
– provide or grant access to documents, documentation and information that are fit for purpose and required for service provision, in particular documents, documentation and information on or for existing systems, devices, computer programs and program components that are to work with the application;
– provide the rooms and resources required for the work;
– provide test plans, test data and the test environment;
– record errors or faults in services that are detected in test or live operation in a reproducible, comprehensible form and inform the Contractor without delay;
– provide systems, machinery, equipment and suitably qualified personnel, as far as they are required to provide the service, at their own cost;
– maintain the system environment (hardware and software) of the customer continually (the customer can conclude and sustain corresponding maintenance and care agreements);
– fulfill their obligations (to cooperate) on time, do the work required (to cooperate) on time and submit declarations on time; and
– decide in good time on the investments required for the project and arrange for these to be made.
2) It is up to the customer to back up its data with the due diligence of a prudent company regularly and at least daily. Immediately before each installation and/or other intervention by the Contractor or a third party commissioned by the Contractor, the customer will carry out a full backup of all system and application data. The data backups must be kept safe so that the backed-up data can be restored at any time.
3) The customer must obtain for the Contractor the right to use systems of third parties whenever this is necessary in order to provide the services agreed in this contract.
4) If the customer falls behind with the actions it is responsible for, the obligation of the Contractor to perform is invalidated for the duration of the delay in the case of work that cannot be done without these actions or can only be done with an excessive amount of additional effort. Additional effort caused by this must be reimbursed to the Contractor by the customer on the basis of the applicable man-day rates or man-hour rates in addition to the agreed remuneration. Any statutory right of the Contractor to terminate remains unaffected by this.
5) Acts of God that make it significantly more difficult or impossible for a party to perform or fulfill an obligation entitle the party affected to delay performing or fulfilling this obligation for a period corresponding to the duration of this impediment plus an appropriate startup period. Labor disputes in the companies of the parties concerned or in third companies and similar circumstances with a direct or indirect impact on the parties are considered to be equivalent to acts of God. If, due to the type of impediment, it is not to be expected that the service will be provided within a reasonable period of time, either party is entitled to fully or partially withdraw from the contract due to the fact that part of the service has not yet been provided.
Section 7: Granting of rights
All rights to documents, concepts and other deliverables of the Contractor remain with the Contractor. Rights to use the application “OneStop Pro” are granted exclusively with the separated terms and conditions of use..
Section 8: Remuneration
1) Remuneration is on the basis of the quotation underlying the contract. If the parties have not agreed fixed remuneration, the remuneration of the Contractor is calculated on the basis of the time invested and the expenditure involved. In such cases, the Contractor’s rates at the time when the service is rendered are applicable.
2) The customer will pay separately for any services rendered that go beyond the agreed scope of service or the subject matter of the contract. The hourly rates of the Contractor are applicable for these services. The above applies also to services rendered due to incorrect or incomplete information provided by the customer, unverifiable complaints, improper use of the system or breaches of duty on the part of the customer.
3) In addition to the agreed remuneration, the Contractor is entitled to remuneration for charges and expenditure required to render the services, in particular travel and expenses. The Contractor adds these in an auditable form to the services rendered or submits a separate invoice for them in a timely manner.
4) If the contract is terminated prematurely, the Contractor is entitled to remuneration corresponding to the services rendered up until the termination of the contract.
5) Invoices are due for payment without any deductions within 10 days of the date on the invoice. If the customer is late with payment, interest corresponding to 9 percentage points above the applicable base rate is charged on the outstanding amount. This does not affect the assertion of other rights.
Section 9: Liability, damage compensation
1) The Contractor is liable on the basis of these General Terms and Conditions of Service only in accordance with the following provisions in (a) to (e):
a) The Contractor is liable without limitation for damages caused deliberately or through gross negligence.
b) The Contractor is liable without limitation for damages from injury to life, body or health caused deliberately or through negligence by the Contractor, its legal representatives or vicarious agents..
c) The Contractor is liable for damages due to the absence of assured features up to the amount covered by the purpose of the assurance and apparent to the Contractor at the time the assurance was provided.
d) The Contractor is liable for product liability damages in accordance with the provisions of the German Product Liability Act.
e) Apart from that, the Contractor is liable for damages resulting from the breach of cardinal obligations by the Contractor, its legal representatives or vicarious agents; cardinal obligations are the essential obligations that form the basis of the contract, were critical to the conclusion of the contract and on the fulfillment of which the customer can rely. If the Contractor has breached these cardinal obligations due to slight negligence, its liability is limited to the amount that was foreseeable for the Contractor at the time the service was rendered.
2) The Contractor is liable for the loss of data only up to the amount that would have been incurred to restore it given proper, regular data backups.
3) Further liability of the Contractor is excluded on these grounds.
4) The limitation period for any claims arising from defects is one year after delivery of the service or use of it by the customer..
Section 10: Obligation to maintain confidentiality
1) The parties undertake to treat confidentially all confidential information that becomes known to them during the performance of this contract and only to use it for contractually agreed purposes. Confidential information in the sense of this provision constitutes information, documents, statements and data that are designated as such or are to be regarded as confidential due to their nature. The Contractor undertakes to allow access to the customer’s confidential information only to employees or subcontractors entrusted with rendering the service on the basis of this contract. The parties will not attempt to make any patent applications for confidential information of the other party.
2) Confidential information is exempt from the obligation described in paragraph 1 if it:
a) was verifiably already known to the recipient on the conclusion of the contract or subsequently became known to a third party without a non-disclosure agreement, statutory provisions or administrative orders being violated;
b) was already in the public domain on conclusion of the contract or subsequently became public knowledge but not through violation of this contract;
c) has to be disclosed due to legal obligations or as a result of a court or administrative order. Wherever permissible and possible, the recipient obliged to disclose the information will inform the other party of this in advance and give the other party the opportunity to take action to prevent this disclosure.
3) If a public body requests confidential information as described above, this party must be informed without delay and before the information is given to the public body.
4) The rights and obligations described in (1) and (2) are unaffected by the termination of this contract. Both parties are obliged to return confidential information to the other party on termination of the contract or destroy it, depending on what the other party chooses and provided this is possible given the usual data backup systems.
Section 11: Data protection
The parties will adhere to the relevant statutory data protection provisions. In particular, the Contractor will collect, process or use personal data of the customer only as instructed by the customer in accordance with the data processing agreement attached as an annex.
Section 12: Place of jurisdiction and arbitration
1) The parties agree that the location of the registered office of the Contractor is the exclusive place of jurisdiction for all disputes arising in connection with their business relationship, provided that the customer is a merchant as defined in the German Commercial Code, or the customer does not have a registered office in the Federal Republic of Germany at the time when the action is brought.
2) Where there are differences of opinion, the parties will make efforts to find a mutually acceptable solution before taking legal action. To this end, one party will make a written request to the other party to enter into negotiations to find a solution. If no solution has been agreed four weeks after this request for negotiations, the parties can enter into litigation. The right of the parties to ask for interim relief is unaffected.
Section 13: Final provisions, customer reference
1) The Contractor is entitled to use subcontractors to fulfill this contract.
2) Changes to this contract must be made in writing in order to be valid. This also applies to a change to the written form requirement. For the purpose of these General Terms and Conditions of Service, the written form includes the text form (e.g. communication by letter, email or fax).
3) This contract is subject to the law of the Federal Republic of Germany.
4) Either party may only set off against claims that are undisputed or established as valid by due legal process.
5) The Contractor can designate the customer as a reference customer using its trading name and company name. However, the customer can refuse permission if there are important reasons to do so.
6) The invalidity of individual provisions of this contract does not affect the validity of the rest of the contract. In such cases, the parties undertake to agree effective provisions that come as close as possible economically to the intended purpose of the invalid provisions. The same applies by analogy to the closing of any gaps in this contract.
Valid as at: August 2020