Terms & Conditions Profesolutions

Terms and Conditions Profesolutions

Terms and Conditions for Services

§ 1 Type and scope of services

(1) The Institute provides services to support the customer, advice, training, analysis and customer-specific adjustments and the like. The type, place, time and scope of the services are determined in the respective contract.

(2) The institute provides the services in accordance with this contract and according to the current state of the art at the time of the conclusion of the contract and through personnel who are qualified for the provision of the agreed services.

(3) The Institute is entitled to have services provided by third parties.

(4) Contractual services are not part of the contract.

§ 2 Cooperation of the customer

The customer will support the institute in providing the services to a reasonable extent. In particular, he will provide her with the necessary information and documents in full and in good time. Additional cooperation services require a separate agreement. Proper data backup is the responsibility of the custom

§ 3 Rights to the embodied service results

The institute grants the customer the non-exclusive, permanent, irrevocable and non-transferable right to use the embodied service results provided under the contract, insofar as this results from the purpose and area of application of the contract. These rights include the agreed interim results, training documents and tools.

§ 4 Remuneration

The payment for the service is the payment for the time required for the contractually agreed service. The cost of materials will be remunerated separately. Waiting times of the institute's employees for which the customer is responsible will be remunerated as working hours. Travel costs and expenses, which the institute has to pay to its employees within the scope of these services according to the respective travel expenses regulations of the institute, will be passed on to the customer if this is contractually agreed separately. Unless expressly stated otherwise, the total prices and times stated in offers are non-binding estimates of the costs and time expenditure to be expected according to professional calculations.

The remuneration for the implementation of training and consulting days is based on the agreed fixed price. A day consists of 8 hours including breaks. Additional expenditure of time and incidental costs are to be remunerated separately.

upThe customer is only entitled to billing rights if his counterclaims have been legally established, are undisputed or have been recognized in writing by the institute.

A ZThe customer's right of retention is excluded unless the customer's counterclaim stems from the same contractual relationship and is undisputed, recognized in writing or legally established.

§ 5 Qualitative impairment of performance

(1) If the service is not provided in accordance with the contract or is incorrect and the Institute is responsible for this, the Institute is obliged to provide the service within a reasonable period of time in accordance with the contract at no additional cost to the customer. The prerequisite is a complaint by the customer, which must be made immediately, at the latest within two weeks of becoming aware of it.

(2) If the contractual provision of the service does not succeed in essential parts for reasons for which the institute is responsible, even within a reasonable grace period to be expressly set by the customer, the customer is entitled to terminate the contract without notice. In this case, the institute is entitled to remuneration for the services rendered on the basis of the contract up to the point at which the termination took effect.

§ 6 Payment Deadlines/Default

The prices are net plus the applicable statutory value added tax. The due date for payment begins with the invoice date. The form of invoicing is at the discretion of the institute, in particular electronic invoicing is also permitted. If the customer is in arrears with a payment in whole or in part, the institute is entitled to charge statutory interest at a rate of 8% pa above the base interest rate from the relevant point in time. The Institute is also entitled to withhold its services and to only carry out outstanding services against advance payments or the provision of security.

§ 7 Exemption from legal defects

(1) The prerequisite for liability for defects in title is that the institute has been notified in writing by the customer within 14 days of the customer becoming aware of such claims. Furthermore, the customer must leave all defense and settlement negotiations to the institute. To this end, he must grant the Institute all necessary authorizations for judicial and extrajudicial measures. He may not recognize the claims of the third party without the Institute's written consent, or influence the Institute's defense against claims in any other way through actions that have not been agreed with the Institute. In such a case, the institute reserves the right to change or replace the software.

(2) If claims are asserted against the customer due to liability for defects in title, the institute can change or replace the service to a reasonable extent for the customer at its own expense.

(3) Claims for damages of any kind against the institute, its legal representatives, employees and vicarious agents, in particular those due to tortious liability, breach of duty and violation of the obligations listed in § 311 BGB are limited to grossly negligent or intentional behavior.

(4) Further claims of the customer due to an infringement of property rights of third parties are excluded. This exclusion does not apply in the event of a guarantee or guaranteed property, fraudulent concealment of a legal defect, in the event of personal injury or in the event of intent or gross negligence.

§ 8 Liability

Claims for damages of any kind against the institute, its legal representatives, employees and vicarious agents, in particular those due to tortious liability, breach of duty and breach of the obligations listed in § 311 BGB, are limited to grossly negligent or intentional behavior.

In the event of intent or gross negligence on the part of its vicarious agents, who are not senior employees, the institute is only liable to the extent of the typically foreseeable damage.

the Limitations of liability according to paragraph 1-2 do not apply in the case of damage to life, body or health, in the event of a breach of cardinal obligations or if liability is mandatory on the basis of the Product Liability Act.

Theres institute assumes no liability for the success intended with the provision of the service.

Claims for damages against the respective other contractual partner become statute-barred, unless liability is due to intent, in accordance with the statutory provisions, but no later than three years after the breach of duty or the tortious act

In the event of data loss, the institute is only liable for the effort that would have been required to restore the data if the customer had properly backed up the data.

§ 9 Data Protection/Secrecy

(1) The Institute collects, processes and uses personal data only to the extent that this is necessary for the establishment, content design, processing, fulfillment and change of the contractual relationship established with the customer. The data will only be passed on to third parties if this is necessary to fulfill the requirements and wishes of the customer, in particular for the purpose of initiating and processing the contract. The institute continues to collect personal data in order to be able to inform customers and interested parties about new products.

The customer can revoke his consent to the storage of personal data for the future at any time. The recipient of the revocation is Profesolutions.

(2) The Institute is entitled to pass on the personal data to the third parties commissioned to carry out the contractual services in accordance with Section 1 (2).

(3) The customer ensures that the institute is informed of all relevant facts that go beyond the statutory regulations and which it needs to know for reasons of data protection and confidentiality. The customer is responsible for compliance with laws and regulations on data protection and IT security. If the performance of a maintenance service or a service within the scope of the warranty is not possible without access to personal data by the institute or the respective manufacturer of the software, the customer is informed that, in accordance with the legal requirements, he must inform the persons concerned that he passes on your data to the institute and/or the manufacturer of the software or allows them access to your data.

(4) The customer is aware that he must obtain the consent of the persons concerned in a suitable form before the maintenance order is carried out or the warranty is carried out. The customer and the institute are obliged to treat all confidential information, business and trade secrets obtained within the framework of the contractual relationship as confidential and, if not necessary for the fulfillment of the contract, not to pass them on to third parties or to use them for other than contractual purposes.

§ 10 Final Provisions

Changes must be made in writing. This also applies to the written form clause and the termination.

Other terms and conditions are excluded unless otherwise agreed in this contract

Should individual provisions of this contract be or become wholly or partially invalid or require supplementation, the validity of the remaining provisions shall remain unaffected. The parties will agree on a new regulation that comes as close as possible to the intended economic purpose in place of the ineffective regulations or regulations that need to be supplemented. § 139 BGB does not apply.

If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction is the registered office of the institute, currently Sprockhövel. However, the institute is entitled to sue the customer at the general place of jurisdiction for this customer.