Framework for IT consultancy and implementation services
direkt gruppe GmbH (hereinafter referred direkt gruppe) receives a defined sum based on the offer and the number of hours/days worked, which, unless an alternative arrangement has expressly been made, is due in line with the agreed arrangement.
Expenses, travel costs and subsistence are not included in this and shall be charged separately according to the statutory travel expenses guidelines. All travel expense receipts shall be attached to the invoices.
direkt gruppe advises of any changes to its standard prices in writing at least 14 days before they come into effect.
All further information is contained in the offers.
§2 Payment deadline
All prices are net prices and are subject to the statutory rate of value added tax. All invoiced amounts are to be paid within fourteen (14) days of receipt. Any outstanding amounts are subject to a monthly interest rate of 0.75 percent. Invoices are issued in euros.
§3 State authorizations and export prohibitions
If the mutual obligations in completing this contract, including any appendices, require any public approvals, permits, licenses or other authorizations, the customer must obtain these at his own cost and ensure they remain valid.
The customer shall not transport, nor allow to be transported, the results of the work and/or products received either directly or indirectly to countries that are subject to export restrictions according to any laws or guidelines that restrict traffic in sensitive products, unless the customer has gained the necessary written approval from the responsible authority.
The contractual parties are aware that the results of work or products delivered fall either entirely or partially under export and re-export restrictions according to United States law.
Violation of the appropriate statutory provisions of the United States of America can incur tough national and international penalties for both contractual parties. Prior to transporting or conveying the encountered results of work or delivered products to a state outside the European Union or the USA, the customer is obliged to check whether any export restrictions apply to the recipient country.
§4 Limitation of liability
direkt gruppe shall be entirely liable for any losses due to defects of title, particularly due to any violations of copyrights of third parties.
This also applies if the cause of losses is attributable to intent or gross negligence on the part of direkt gruppe or its legal representatives, senior staff or vicarious agents.
In case of initial inability or subsequent impossibility for which the company is responsible, direkt gruppe is directly liable for reimbursement of the losses typical in business transactions of this nature.
If direkt gruppe culpably breaches a “cardinal duty” or a “material obligation”, it is obliged to compensate the user the loss typically incurred in business transactions of this nature.
direkt gruppe shall not be held liable for negligent breach of other, non-material contractual obligations. Damages asserted by third parties are only covered by these arrangements if they derive their rights from this contract, including appendices (contract with protective effect to the benefit of third parties).
Liability according to the German Product Liability Act shall remain unaffected.
The parties agree that direkt gruppe shall not be liable for any non-performance or defective performance or losses resulting from force majeure.
In this context, force majeure includes
Non-availability of electrical energy at the premises of direkt gruppe or the customer;
Non-availability of communications equipment;
Transport delays through no fault of its own.
If the liability of direkt gruppe is excluded or limited, this applies equally to the personal liability of the agents, employees, staff, representatives and vicarious agents of direkt gruppe.
§5 Destruction of confidential information
Excluding materials that as work results are explicitly to remain the property of the customer according to this agreement, upon termination of this agreement each contractual party is obliged to return or demonstrably destroy all confidential information in written form or contained on data media that it has received from the other contractual party.
§6 Waiver declaration
A waiver by one of the contractual parties toward the other in case of a breach of a provision of this agreement does not represent a waiver of another breach of the same or different provision of this agreement.
The waiver only applies if it is stated in written form and has been signed by an authorized representative of the waiving contractual party.
§7 Court of jurisdiction
This agreement shall be governed by German law.
In case the client is a merchant (“Vollkaufmann”) in the sense of the German Commercial Code, both parties shall bindingly agree to Hamburg as the exclusive court of jurisdiction.
However, direkt gruppe is entitled to sue the customer in any other admissible court of jurisdiction.
§8 Severability clause
If any provision of this agreement is found to be invalid or impracticable, or later becomes invalid or impracticable, the effectiveness of the other provisions of this agreement shall remain unaffected.
In case a provision is invalid or impracticable, the contractual parties are obliged to agree an effective regulation that most closely equates economically to the invalid or impracticable provision in a legally admissible manner.