Terms & Conditions - MyVerse GmbH
Validity of the General Terms and Conditions
All offers, deliveries and services are made exclusively based on these terms and conditions. They are an integral part of all contracts that MyVerse GmbH concludes with the purchaser for deliveries and services. Older terms and conditions of business hereby lose their validity.
MyVerse GmbH does not recognise any terms and conditions of the purchaser that conflict with or deviate from the General Terms and Conditions of MyVerse GmbH, even if MyVerse GmbH does not separately object to these in individual cases. Commitments and subsidiary agreements require the written confirmation of MyVerse GmbH.
Orders placed by MyVerse GmbH, as well as all future orders, shall be executed exclusively in accordance with these terms and conditions, unless otherwise agreed in individual contracts.
Orders placed by MyVerse GmbH shall only be deemed to have been accepted after written confirmation by a managing director or a representative authorised by us for this purpose.
Offers and conclusion of contracts
Our offers are always subject to change and non-binding. All contracts for deliveries and services as well as all other agreements and legally relevant declarations require confirmation by MyVerse GmbH in writing or by fax to be legally effective. This also applies to supplements and amendments.
A contract shall come into existence upon signature and return of the written order confirmation by MyVerse GmbH from the purchaser, but at the latest upon acceptance of the deliveries and services by the purchaser.
Verbal enquiries or reservations are not orders and are regularly cancelled 14 days before the specified start of delivery and performance, insofar as no written order confirmation has been received by then.
Orders can be accepted by the customer within the period stated on the order confirmation. The scope of performance results from the written order confirmation and the following conditions.
The subject matter of the contract is the provision of activities in the areas of consulting & analysis, networking & security, application development, communication services, customisation programming as well as training and support, including the associated delivery and installation of hardware and software.
The employees scheduled for the deliveries and services of MyVerse GmbH in advance on the order confirmation only provide indications and can be replaced by equally qualified employees at any time.
The date of performance shall be agreed according to the expected performance capacity of MyVerse GmbH and shall be understood subject to timely self-delivery by subcontractors and unforeseen circumstances and obstacles, irrespective of whether these occur at MyVerse GmbH or at the subcontractor, in particular force majeure, government measures, non-granting of official permits, labour disputes of any kind, shortage of labour, sabotage, illness, transport delays and delayed material deliveries through no fault of MyVerse GmbH. Claims for damages are excluded in these cases.
The right to reasonable part deliveries and their invoicing or to reasonable replacement deliveries and services by MyVerse GmbH is expressly reserved.
MyVerse GmbH reserves the right of ownership or copyright to offers made, cost estimates, contents, drawings, calculations, descriptions, project plans and other documents and aids made available to the purchaser. The purchaser may not make these objects or documents accessible to third parties or disclose, use, or reproduce them without the express written consent of MyVerse GmbH. It shall return the same to MyVerse GmbH upon request and without retaining copies.
Performance of the service
Stated deadlines for the performance of the service shall be met by the contractor as far as possible, provided that the client performs the services to be rendered by him in due time.
Programming services shall be carried out after submission of a specification sheet and only after written countersignature by one of the managing directors or a designated representative of the contractor. The Client shall have no claim to delivery or compensation for deviations not defined in the specifications of the individual programming order.
The client is responsible for the correctness of the data supplied by him and the machine readability of the data carriers.
The Contractor shall be entitled to engage third parties for the performance of the work. He shall obtain the Client's consent if personal data are to be processed by a third party.
In the case of programming services, the Contractor shall carry out a test run after performing the services agreed in the specifications.
At the request of the Contractor, the Client shall confirm in writing the proper performance of the test run referred to in item 3.5 (test run protocol). If the Principal does not comply with this obligation, the agreed service shall be deemed to have been duly performed unless the principal submits a justified complaint in writing within a period of 3 weeks. The same shall apply if the software is used without complaint for a period of more than 2 weeks. The 3-week period shall begin to run from the time at which the Contractor has informed the Client in writing of the significance of this exclusion period.
The client is obliged to check the completeness and correctness of the work result without delay.
Warranty and liability of the contractors
We expressly point out that, according to the current state of technology, it is not possible to test software under all hardware combinations and to create software that works error-free on all hardware and software platforms. Functioning under all combinations is therefore not guaranteed.
Prior to training or installation, the Client shall be responsible for data backup. The Contractor shall not assume any liability in this respect.
The Contractor undertakes to repeat at its own expense any faulty work within the performance obligations incumbent upon it based on the specifications which arises from incorrect functioning of the data processing systems, by Contractor personnel or due to other circumstances for which the Contractor is responsible, or, if the Client agrees, to take this into account in subsequent processing.
If the programming services to be provided do not function properly after three repetitions, the agreed remuneration shall be reduced by 10% to 50% depending on the severity of the error. In this case, the client may, at his discretion, also demand rescission of the contract and/or assert the other statutory warranty rights, provided that the deadlines for giving notice of defects pursuant to §377 of the German Commercial Code (HGB) are complied with. The contractor shall receive appropriate remuneration for the services rendered up to this point in time.
The warranty period for contracts for work and services is 12 months from acceptance of the service.
Warranty claims shall lapse if the client makes unauthorised changes to the software. Likewise, warranty claims shall lapse if the error is based on the defectiveness of the programming tools or programming platforms provided by the client.
Special conditions for the creation of software
Ownership and copyright of all organisational documents, systems, programmes, draft forms, and data carriers developed and provided by the contractor shall remain with the contractor. The Client shall be granted use only for its own purposes subject to the contract and only during the term of the contract.
The client is entitled to be handed over the programming documents and the stored data, if these have been developed specifically for him and the full organisation, programming and data acquisition costs have been paid by him. The contractor has a right of retention until the services owed by the client have been fulfilled. The right of use by the contractor remains unaffected by this.
The prices apply to the scope of services and deliveries listed in the order confirmation. Additional and special services shall be charged separately and, on a time and material basis. If there are no offer and customer-specific price agreements, orders placed shall be executed at the list and daily rate prices of MyVerse GmbH valid on the day of the order confirmation.
Unless otherwise agreed, all prices quoted by us are ex location Karlsruhe. Unless otherwise agreed in the order confirmation, value added tax and other statutory charges in the country of delivery as well as travel costs, accommodation costs and other expenses shall be charged to the customer in accordance with the respective valid price list or based on the available receipts.
Terms of payment
The agreed remuneration is due for payment as follows: 40% upon conclusion of the contract. A further 35% after 3/4 of the provided and defined scope of services, a further 25% after express (protocol) or implied (commissioning, see clause 3.6) completion of the programming service.
If a service order is cancelled by the client for good cause, the preliminary services rendered up to that point shall be charged at our current hourly rate. If the client cancels the order for other reasons, the contractor shall retain the right to full remuneration. Saved expenses must, however, be considered.
If a training order is cancelled by the client, the cancellation fee shall be based on the time of cancellation. The following cancellation fees are agreed: Cancellation up to two weeks before the agreed training date - no cancellation fee. Cancellation one week before the agreed training date - 40% of the net order value. Cancellations less than three days before the agreed training date - 100% of the net order value.
Consulting and services as well as hardware and software supplies:
For deliveries and services within these areas, MyVerse GmbH grants a payment term of 8 days from the invoice date without any deductions.
Liability and further warranty
If the Contractor or its vicarious agents cause damage to the Client's facilities or operational processes, the Contractor shall only be liable in the event of intentional or grossly negligent causation. The same shall apply in the event of damage caused by default on the part of the Client.
MyVerse GmbH is entitled to refuse the performance or other services if there are substantial reasons. A substantial reason exists if, in the estimation of MyVerse GmbH, the performance of the service is jeopardised as well as if the scope of delivery and services requested in the order confirmation does not correspond to the actual desired or agreed circumstances. In these cases, the purchaser is obliged to pay the agreed price.
The purchaser shall provide MyVerse GmbH with the data, information and facilities that are necessary for the successful and complete provision of the services of MyVerse GmbH.
Cancellation and rescheduling of agreed service times
Please note that we charge cancellation or rescheduling fees based on the following procedure: Cancellation / rescheduling of the ordered service by the client up to 5 days before the agreed date is free of charge for the client. If the cancellation is made between 4 and 2 days before the agreed date, 50% of the quoted service sum will be charged to the client. If the cancellation / postponement takes place 1 to 0 days before the agreed date, the client will be charged 75% of the service sum. Cancellation costs incurred due to a cancellation by the client for possible hotel and flight bookings will be passed on to the client with a surcharge of 50 euros processing and administration fees.
General final terms
The place of jurisdiction and performance for all obligations arising from the contractual relationship is Karlsruhe. However, MyVerse GmbH is entitled to sue the purchaser at any other place of jurisdiction.
MyVerse GmbH reserves the right to amend or supplement these General Terms and Conditions for the future. The purchasers undertake to check the terms and conditions at regular intervals for changes or additions. With each use of the deliveries and services of MyVerse GmbH, the ordering parties declare their agreement with the currently valid version of the GTCs.
The customer is not entitled to assign his claims arising from the contract.
The Terms and Conditions shall be governed exclusively by the laws of the Federal Republic of Germany.
Should one or more provisions of these General Terms and Conditions be void, ineffective or contestable, the remaining provisions shall remain unaffected and shall then be interpreted or supplemented in such a way that the intended economic success is achieved as accurately as possible in a legally permissible manner. This also applies to any loopholes that may need to be supplemented.