General terms and conditions
§ 1 Scope of application, modifications
These present general terms and conditions of G&S SatCom GmbH (hereinafter referred to as G&S) shall apply to all offers, services, deliverables and contracts of G&S. The customer's terms and conditions will not be accepted. The customer's terms and conditions are hereby explicitly contradicted.
Deviating agreements need to be in writing and will only be effective with a written confirmation of G&S.
Modifications of the terms and conditions will be communicated to the customer with 2 weeks notice. If the customer does not object to these modifications within 1 week, the modified terms and conditions are considered to be accepted.
§ 2 Offer and conclusion of contract
All offers are subject to change and non-binding, unless otherwise agreed in writing. A contract between the customer and G&S will only become effective with a written confirmation of the order (also by email) or by providing services or else making services available.
Modifications or supplements to the contract need to be in writing and require a written confirmation by G&S.
§ 3 Services
Services will be provided as described or rather as agreed upon in the contract (cf. § 9 Customized software). If there are only minor deviations between the provided service and the contracted service, the customer is not entitled to any kind of claims. The right to modifications is reserved, if these are technically required or will improve the runtime behavior.
Wherever necessary, the customer will contribute to the service performance (cf. § 5 Duties of the customer).
§ 4 Deadlines
Deadlines are only binding if confirmed in writing by G&S. G&S will only be liable for delays in case of negligence or intent. G&S will not be liable for delays which are caused by the customer or a supplier to G&S, or which are attributable to aggravating circumstances or force majeure (blackout, power failure in hardware and IT networks, etc.).
§ 5 Duties of the customer
The customer will provide all necessary data completely and correctly. The customer will communicate immediately any changes, especially regarding address data, bank details or email address. G&S is allowed to send any kind of contract related information to the email address provided by the customer. The latter assures to regularly check this mail account.
The customer will assist G&S in the service performance. He will send to G&S in due time and completely any order related data and information. The customer will also support G&S, wherever necessary, by providing for free working places and equipment (computer, internet access, etc.), employees, etc. This applies in particular, if services are to be provided on site. He will create in his own business premises all the conditions that are necessary for rendering the service.
The customer will take the necessary precautions (data backup, functional testing, etc.) in case the G&S services do not work properly, either partially or entirely.
If the customer does not fulfil his cooperation duties, G&S is exempt from its service obligation.
§ 6 Transfer of information and data
Any transfer of information and data will be made at the customer's risk. The customer assures that none of the information and data transferred to G&S or onto a G&S server infringes the rights of any third party, violates governing law nor poses any risk to G&S servers or servers of other providers contracted by G&S and will not disturb their operational performance.
G&S will not be liable for the rights of any third party to the received information and data, and the customer will indemnify G&S from any claims of any third party.
The customer is aware that the transmission of information and data via the Internet poses a potential security risk. He accepts these risks.
The customer will produce backup copies of all transmitted information and data. In case of data loss, he will transfer them again.
§ 7 Use of webspace, domains, email inboxes
§ 6 Transfer of information and data is applicable for any kind of data and content. The customer is responsible himself for the content of all his webpages. G&S is not obliged to check its customer's web pages nor the content thereof. The customer has to provide a legally compliant imprint and to assure its accessibility for everbody.
G&S is entitled to block or rather delete the customer's online offer or domain, if the customer infringes the present terms and conditions, if its content is against the law or if third parties credibly claim rights to the customer's webpage content. This does not constitute a withdrawal from the contract. The duties of the customer remain unaffected.
The customer assures that the registration of a domain does not violate the rights of any third party. He indemnifies G&S from any claims of any third party regarding a domain registered by himself.
G&S is entitled to block an email account or to stop the email delivery in case of sending spam mails, prohibited advertising to third parties, mails with a virus or with fake sender addresses.
The transfer of usage rights to third parties is forbidden.
§ 8 Online services
The customer will receive login accounts for online services (passwords, security certificates, etc.) He keeps them secret and handles them confidentially. As far as possible, passwords generated by G&S have to be changed immediately. The customer is liable for any abuse of the passwords, as long as he enabled the abuse. The customer will report immediately to G&S any loss of a login account.
The sending of spam mails or prohibited advertising mails to third parties via a G&S online service is forbidden.
Maintenance work or system development activities may lead to short-term interruptions in the accessibility or availability of any online service. Wherever possible, G&S will perform such work during low traffic times and at early notice.
G&S is entitled to block online services or delete the customer's offer, if it infringes the present terms and conditions, if it is against the law or has a negative influence on the servers' behavior (cf. §6 Transfer of information and data). This does not constitute a withdrawal from the contract. The duties of the customer remain unaffected.
§ 9 Customized software
For the development of customized software by G&S, a requirements specification will be made out together with the customer, providing a detailed description of the demands on the software. The deliverables of G&S are represented in the software performance description (requirements specification) at the moment of conclusion of the contract. The customer will provide adequate use cases and data for the necessary testing. Otherwise, G&S is entitled to charge the additional work load correspondingly.
The customer purchases the right to use the software for the agreed upon purpose and time. All other rights remain with G&S. As long as secrecy commitments are observed, G&S is entitled to use the gained knowledge also for other, similar projects.
After delivery of the software, the customer will immediately test it under real conditions for any defects . See § 13 Warranty and liability.
§ 10 Support, service and consulting
Any support, service and consulting provided by G&S is based on information made available by the customer. It depends on the subjective evaluation of the respective employee. There is no claim of exclusivity. The customer bears the risk of its correctness.
§ 11 Compensation, payment and delay of payment
The compensation, if not otherwise agreed, will be invoiced on a time and effort calculation at the contracted G&S hourly rates. All prices, if not quoted otherwise, are net prices and subject to the currently valid value added tax.
If the contract is not fulfilled for reasons attributable to the customer, G&S is entitled to charge partial services that were already delivered.
G&S is entitled to charge an administration fee of 7,50 EUR plus a chargeback fee for every unauthorized reverse debit.
If not agreed otherwise, G&S will charge fees for continuing obligations in advance on a monthly basis and via direct debit. Prices for continuing obligations may be adjusted at the beginning of a new contract term. The adjustment must be announced with at least one month notice. Besides, invoice amounts, if not agreed otherwise, have to be paid within 10 days and without deduction.
Should the customer face insolvency, he will inform G&S in writing early and without delay.
In case of a delay of payment, G&S is entitled to prohibit the usage of the service or to block it. This does not constitute a withdrawal from the contract. If the customer is not able to fulfil his duties, G&S is entitled to terminate existing contracts without notice.
G&S is entitled to charge an administration fee of 7,50 EUR for every reminder. Other, additional claims remain unaffected.
Should a domain registry, a supplier or another partner of G&S adjust his prices, G&S is entitled to adjust its pricing, as well. If the price adjustment is unreasonable, the customer has the right to exceptional termination.
§ 12 Reservation of ownership
Every software, if not agreed otherwise, is protected by G&S copyright. The customer is not entitled to reproduce or resell any purchased software or licenses nor to transfer or pass them on to any third party. The customer is not allowed to pledge items, which are under the reservation of ownership. In the event of attachment, the customer has to inform G&S without delay and has to report to the involved third parties that the software/licenses are non-transferable.
§ 13 Warranty and liability
Warranty claims of the customer will expire 12 months after supplying the service, transferring the software/license or provisioning the services.
Within the warranty period, G&S is entitled to undertake improvements or to deliver replacements. Only if G&S is not able to perform the improvements within a reasonable time, the customer is entitled to either reduce the compensation or to withdraw from the contract.
The customer is obliged to inform G&S without delay, in detail, comprehensibly and reproducibly about any defects; these defect complaints have to be in writing on G&S specific forms. G&S is entitled to charge the expenses incurred by the corrective measures, if the customer reports a defect, although there is none, if the defect cannot be reproduced or demonstrated, or if the improvements have to be made for reasons caused by the customer.
G&S is only liable for damages caused by gross negligence or intent. Apart from this, G&S is only liable for culpable violation of a contractual obligation.
In this case, the liability is limited to the calculable damage and to the value of the order, or to the amount of one year's fee for continuing obligations. G&S is not liable for distant, subsequent damages.
For online services, G&S assumes no liability for limited accessibility of availability, which are beyond its control.
The above limitation of liability shall not apply in cases of injury to life, body and/or health.
§ 14 Contract term and contract termination
Unless otherwise agreed, continuing obligations may be canceled at one month notice before the end of the respective contract term. Otherwise, the contract will automatically be prolonged for a minimum term. The right to terminate the contract without notice for an important reason remains unaffected hereby. The violation of a contractual commitment despite reminder may constitute such a reason.
Termination of the contract needs to be in writing.
§ 15 Severability clause
Should a clause of the present G&S terms and conditions become invalid, entirely or in parts, the validity of the remaining clauses will not be afffected. The invalid clause has to be replaced with a legally valid term that comes closest to the original intent.
§ 16 Applicable law and jurisdiction
All legal relationships between the customer and G&S shall exclusively been governed by the law of the Federal Republic of Germany. The UN sales law is excluded.
The place of jurisdiction for all legal disputes is Osnabrück.
Date of issue: 10/2017