General terms and conditions for the purchase of services and work of the company convent freelancing GmbH
Section 1 Principles
(1) These general terms and conditions govern the general conditions for the purchase of services and works by the company convent freelancing GmbH, hereinafter referred to as the client.
(2) The concrete parameters of the respective order are agreed by means of an offer submitted by the contractor or an order placed by the client.
Section 2 Provision of the service
(1) The contractor undertakes to fulfill his performance according to the agreed or industry quality standard and according to his professional qualifications carefully to the best of his knowledge and belief as well as on time. This also applies to the own employees employed by the contractor. If it is foreseeable that an agreed fee budget will be exceeded during the project, the contractor will inform the client and the customer of the client.
(2) The contractor grants the customer of the client all rights of use and exploitation for the results of the activity created during his activity.
(3) The contractor warrants that all of his results are free from third-party property rights and that there are no other rights that exclude or limit contractual use by the customer of the client.
(4) The contractor is responsible for the careful, professional and timely completion of the tasks entrusted to him. This includes the professional appearance in neutral clothing and a continuous accessibility in the context of the project work.
(5) Working materials and tools are to be provided by the contractor himself. If the contractor wants to employ his own employees to fulfill the performance owed by him, this must be agreed in advance with the client on the basis of safety regulations. The instruction, guidance and supervision of his employees as well as the instruction in individual cases are the sole responsibility of the contractor.
(6) In addition, the contractor is responsible for the validity of all training, courses and PPE certificates required for the project.
(7) The contractor is not entitled to make or receive statements in the name of the client vis-à-vis the customer.
(8) If there are identifiable project delays, the contractor must inform the client immediately.
(9) The contractor will prepare a documentation of his activity as required by the customer. The documentation must be prepared in such a manner that the activities of the contractor are completely traceable to an employee not involved in the project.
(10) The contractor warrants that the required skills and knowledge are available to a degree that in all respects meets the technical requirements of the particular project. A qualification profile provided by the contractor shall be deemed to be a warranted quality in terms of the capabilities and knowledge of the contractor.
Section 3 Remuneration
(1) The contractor shall receive a remuneration for his activity, which is agreed in the context of the respective offer or the respective order. The billing takes place on a monthly basis with submission of the proof of service signed by the customer of the client.
(2) The fee includes all expenses of the contractor, such as travel and accommodation costs, unless otherwise agreed in the context of the appointment or the order.
(3) Prerequisite for the settlement and payment of the fee is the submission of the performance records signed by the customer of the client.
(4) The contractor submits the original of this proof to the client, together with the respective invoice, by the 3rd working day of the following month. The contractor undertakes to send a copy by fax or email to the client in advance on the last working day of each month.
(5) The contractor is not entitled to assign his claim against the client to third parties, to pledge or to leave for collection. If the contractor violates this agreement, his assignment shall be ineffective, but the client may, at his discretion, pay the contractor or the third party.
(6) The client has the right to cancel an order/the service offered with the offer at any time. The right of the contractor to pay the fee for services already performed in the context of the order/offer remains unaffected.
(7) The contractor undertakes to repay any excess remuneration without regard to any enrichment still available.
Section 4 Handover, acceptance and compensation for work performances
(1) Only in the event that the contractor has to provide works services in accordance with Section 631 et seq. of the Civil Code (BGB), does he report to the client on the progress of the work at regular intervals. Furthermore, the contractor undertakes t immediately notify the client of the completion of agreed partial services and the overall service.
(2) The client or his customer undertake to inspect the service immediately. It shall be deemed accepted if the client does not notify the contractor in writing within thirty days of notification of the completion of the defects identified by him. In this case, the client will set the contractor a grace period for remedying the defect. After fruitless expiry of this grace period, the client is entitled to refuse the repair by the contractor and to perform the replacement at the contractor's expense.
(3) Remuneration will be paid after acceptance of the service or partial service. Advance payments can be agreed.
(4) At the request of both parties also partial acceptances may take place, which are to be agreed in writing. The same applies to agreements of deviating transfer and acceptance provisions for individual services. Reservations for acceptance due to known defects must also be made in writing.
(5) The statutory provisions apply to any warranty claims of the client against the contractor, unless otherwise agreed in the order or the offer.
Section 5 Fiduciary duty
(1) The contractor undertakes, during the term of this contract and within twelve months after the expiration of the contract, not to enter into a contractual relationship (on its own account or by a third party - as an executive member or employee of other companies) with the company named in this contract he was acting directly or indirectly on behalf of the client.
(2) For each case of culpable infringement, the contractor undertakes to pay a contractual penalty of € 800 for each day of the infringement without proof of damage.
Section 6 Confidentiality and data protection
(1) Contractor and client undertake to keep all relevant business matters and transactions concerning them and the client's customers strictly confidential even after the end of the cooperation and to keep custody of the documents carefully, to protect them from the insight of third parties and to ask them to do so after the end of the cooperation return or permanently destroy or delete. Contractor and client will also oblige their employees accordingly.
(2) The business relationships established with its customers are an essential corporate value of the client. For this reason, the contractor undertakes during the cooperation and for twelve months after the end of cooperation with the customer of the client not to cooperate in the same project or a follow-up project or in the same department directly or through third parties without the participation of the client.
(3) The contractor confirms that he is obliged to observe data protection in accordance with the Federal Data Protection Act (BDSG).
(4) The contractor will also oblige his employees and other third parties appointed by him to comply with the aforementioned paragraphs 1 to 3.
(5) In the case of breaches of this duty of confidentiality, the contractor undertakes to pay a contractual penalty of EUR 20,000.00 without proof of damage by the client. The assertion of further damages is not excluded. The client shall request the contractor to compensate for any damage caused intentionally or through gross negligence by the contractor.
(6) The aforementioned obligations are valid for an unlimited period of time for all orders and offers, regardless of whether accepted or rejected.
Section 7 Liability
(1) The contractor is liable for himself and his employees in the event of intentional or grossly negligent conduct for all damages incurred at the client or its customers and any consequential damage to the full extent.
(2) The contractor undertakes to repair or remedy the defects caused by him free of charge.
(3) The rights of the client in the event of defects in the contractor's performance shall be governed by the provisions of the Civil Code - unless otherwise agreed in the context of the order or the offer. At the written request of the client before the expiry of any limitation period, the contractor shall remedy errors based on his faulty work performance at his own expense.
(4) The contractor confirms that he has taken out sufficient liability insurance to cover personal injury and material damage and has to prove this at the request of the client at any time.
Section 8 Compliance with the minimum wage law (MiLoG)
(1) The contractor assures the client that he will comply with the MiLoG regulations for the employees he employs as workers.
(2) Insofar as the client is held liable for violations by the contractor against the provisions of the MiLoG of his employees, the contractor indemnifies the client from the financial damage incurred to that extent.
Section 9 General provisions
(1) The data resulting from the cooperation will be stored and processed by the client in accordance with Section 28 Federal Data Protection Act (BDSG).
(2) Any changes or additions to these terms and conditions as well as the contents of the order must be in writing, this also applies to the repeal of this written-form requirement.
(3) The validity of any general terms and conditions of the contractor is excluded in principle but may be agreed individually within the scope of the respective offer or the respective order.
(4) These terms and conditions as well as the offers or orders based thereon are exclusively and subject to the express exclusion of the UN Sales Convention (CISG) and the conflict rules of international private law the law of the Federal Republic of Germany.
(5) The place of jurisdiction is Bremen - as far as permissible.
As of: APR 2018