This English version is an automated translation provided for convenience. The legally binding version is the German original. In case of any discrepancy, the German text prevails.
General Terms and Conditions
for the provision of services by IIoT-Flow GmbH, Goebenstr 14, 45139 Essen, Email: [email protected] (hereinafter the “Contractor”) to its customers (hereinafter the “Client”)
1. General Provisions
1.1 These General Terms and Conditions (GTC) for the provision of services apply to contracts concluded between the Client and the Contractor under inclusion of these GTC.
1.2 The Contractor does not enter into contracts with consumers or private individuals.
1.3 The Contractor is entitled to subcontract the required services to subcontractors in its own name and for its own account, who in turn may also engage further subcontractors. The Contractor remains the sole contractual partner of the Client. Subcontractors will not be used where it is evident to the Contractor that their use conflicts with legitimate interests of the Client.
1.4 If, in addition to these GTC, further contractual documents or other terms and conditions in text or written form have become part of the contract, the provisions of those further contractual documents shall, in the event of conflict, take precedence over these GTC.
1.5 Terms and conditions of the Client that deviate from these GTC are not recognised by the Contractor – subject to express consent.
2. Subject Matter and Scope of Services
2.1 The Contractor performs the following services to the Client as an independent contractor:
Software and hardware consulting. Software and hardware integration. General development consulting. Product development.
2.2 The specific scope of services is subject to individual agreements between the Contractor and the Client.
2.3 The Contractor performs the contractually agreed services with the greatest possible care and diligence, in accordance with the latest state of the art, latest rules and findings.
2.4 The Contractor is obliged to perform the services owed under the contract. However, in carrying out its activities it is not subject to any instructions regarding the manner, place or time of performance. The Contractor shall, however, schedule its working days and the time allocation within those days in such a way that optimal efficiency is achieved with respect to its activities and the realisation of the subject matter of the contract. Performance by the Contractor takes place solely in coordination and consultation with the Client.
3. Client's Cooperation Duties
It is the Client's responsibility to provide complete and accurate information, data and other content required for the performance of the services. The Contractor is in no way responsible for delays in service delivery caused by delayed or insufficient cooperation on the part of the Client; the provisions under “Liability/Indemnification” remain unaffected.
4. Compensation
4.1 Compensation is agreed individually by contract.
4.2 Compensation is payable after the services have been rendered. Where compensation is calculated by time periods, it is payable on expiry of the individual time periods (§ 614 BGB). For time-and-materials billing, the Contractor is entitled, subject to deviating agreements, to invoice services rendered on a monthly basis.
4.3 After the services have been rendered, the Contractor shall send the Client an invoice by post or email (e.g. as PDF). The compensation is due for payment within 14 days of receipt of the invoice.
5. Liability / Indemnification
5.1 The Contractor shall be liable on any legal grounds without limitation in cases of intent or gross negligence, in cases of intentional or negligent injury to life, body or health, on the basis of a guarantee, unless otherwise stipulated, or by mandatory liability. If the Contractor negligently breaches a material contractual obligation, liability is limited to the foreseeable damage typical of the contract, unless unlimited liability applies under the preceding sentence. Material contractual obligations are obligations that the contract imposes on the Contractor according to its content for the achievement of the contractual purpose, the fulfilment of which is essential for the proper performance of the contract and on the observance of which the Client may regularly rely. Beyond that, liability of the Contractor is excluded. The foregoing liability provisions also apply to the liability of the Contractor for its vicarious agents and legal representatives.
5.2 The Client shall indemnify the Contractor against any third-party claims asserted against the Contractor on the basis of the Client's violations of these contractual terms or applicable law.
6. Contract Duration and Termination
6.1 The duration of the contract and the periods for ordinary termination are agreed individually between the parties.
6.2 The right of both parties to terminate for cause without notice remains unaffected.
6.3 Upon termination of the contract, the Contractor shall, at the Client's option, immediately return or destroy all documents and other content provided. Asserting a right of retention is excluded. Electronic data shall be completely deleted. Exempted from this are documents and data subject to longer statutory retention periods, but only until the end of the respective retention period. The Contractor shall confirm the deletion in writing upon the Client's request.
7. Shipping and Transfer of Risk
7.1 Insofar as shipping services are part of the contract, the Incoterms® 2020 of the International Chamber of Commerce (ICC) apply.
7.2 Standard rule: Unless otherwise agreed in individual cases, EXW (Ex Works – Essen, Germany) applies in accordance with Incoterms® 2020.
7.3 Deviating shipping conditions (e.g. CIF, DAP) only apply if they are expressly named in the quotation or order confirmation and have been confirmed in writing.
8. Confidentiality and Data Protection
8.1 The Contractor shall treat all matters that come to its knowledge in connection with the order in strict confidence. The Contractor undertakes to impose the duty of confidentiality on all employees and/or third parties who have access to the information that is the subject of the contract. The confidentiality obligation applies without time limit beyond the duration of this contract.
8.2 In carrying out the order, the Contractor undertakes to comply with all data protection regulations – in particular the provisions of the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).
9. Final Provisions
9.1 The law of the Federal Republic of Germany applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
9.2 Should any provision of these GTC be or become invalid, the validity of the remaining GTC shall not be affected thereby.
9.3 The Client shall support the Contractor in providing the contractually agreed services through appropriate cooperation actions, where necessary. In particular, the Client shall provide the Contractor with the information and data required for the performance of the order.
9.4 Insofar as the Client is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the parties agree that the registered office of the Contractor shall be the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction remain unaffected.
9.5 The Contractor is entitled to amend these GTC for objectively justified reasons (e.g. changes in jurisprudence, legislation, market conditions or business or corporate strategy) within a reasonable period. Existing customers will be notified of such changes by email no later than two weeks before the change takes effect. If the existing customer does not object within the period set out in the change notification, their consent to the change shall be deemed granted. If they object, the changes will not enter into force; in that case the Contractor is entitled to terminate the contract for cause as of the effective date of the change. The notification regarding the intended amendment of these GTC shall draw attention to the time period and the consequences of objection or its absence.