(Translated. Legally binding only German version)
All business transactions conducted by us with businesses (hereinafter referred to as "Customer") shall be carried out exclusively on the basis of these Terms and Conditions.
Any deviations shall require our expressed written acknowledgement. If the Customer uses his own General Terms and Conditions, these shall not apply insofar as they deviate from or contradict our General Terms and Conditions. In the event of conflicting clauses, the statutory provisions or individual agreements made in the individual case shall apply instead.
Customer within the meaning of these General Terms and Conditions is a natural or legal person or a partnership with legal capacity that acts in the exercise of its commercial or independent professional activity when concluding a legal transaction.
All deliveries and services of REVENT GmbH are provided in accordance with the applicable statutory provisions, unless otherwise stipulated in these General Terms and Conditions.
REVENT GmbH is entitled to use the services of third parties for the performance of deliveries and services.
The order confirmation of REVENT GmbH is exclusively authoritative for the scope of the contractually owed service. Changes in the agreed scope of delivery and/or service shall be specified in writing.
REVENT GmbH is entitled to partial deliveries and/or services at any time, as far as this is appropriate for the contracting party.
REVENT GmbH reserves the right to make changes to the design or the technologies used even after sending an order confirmation, as long as these changes do not affect the usability for the contractually intended purpose.
The prices shall apply to the scope of performance and delivery specified in the order confirmations. Additional or special services will be charged separately. The prices are in EURO, not including the legally applicable value added tax, as well as fees and other public charges. Costs for travel will be charged additionally, unless they are explicitly included in the price.
If the customer is an entrepreneur in the sense of § 14 BGB (German Civil Code), REVENT GmbH can demand partial payments from the customer in the context of the fulfillment of an order if the order value exceeds EUR 25,000. REVENT GmbH must provide evidence of the services rendered as the basis of assessment for the down payment by means of a list.
REVENT GmbH is entitled to increase prices appropriately as a result of proven cost increases in development and labor costs if the contractual goods are to be delivered or performed later than four months after the conclusion of the contract.
Payments are to be made to the account of REVENT GmbH indicated in the invoice, stating the invoice number and the purpose of use, within 14 calendar days after receipt of the invoice without deduction.
In case of default of payment by the contracting party, REVENT GmbH is entitled to charge interest on arrears to the amount of 8 percentage points above the respective valid base interest rate of the European Central Bank. The contracting parties reserve the right to prove a lower or higher interest damage.
The set-off with counterclaims of the customer or the withholding of payments due to such claims is only permissible if the counterclaims have been legally established or are undisputed.
REVENT GmbH is entitled to execute or provide outstanding deliveries or services only against advance payment or provision of security if, after the conclusion of the contract, it becomes aware of circumstances that are likely to significantly reduce the creditworthiness of the customer and by which the payment of the outstanding claims of REVENT GmbH by the customer from the respective contractual relationship is jeopardized.
Consulting services are rendered according to the conditions (e.g. scope of services, price, invoicing, due date, etc.) specified in the offer of REVENT GmbH.
If the customer is an entrepreneur in the sense of § 14 BGB (German Civil Code), REVENT GmbH reserves the right to adjust the fixed price according to the general price development if the consulting service period exceeds one year.
If fixed consulting appointments are not cancelled at least 5 working days before the appointment for reasons beyond the control of REVENT GmbH, REVENT GmbH reserves the right to charge 50% of the agreed consulting fee, without prejudice to any other claims.
Consulting services of REVENT GmbH are provided to the best of our knowledge and belief based on current development and research work and experience gained. All data and information about suitability and application of software and service technologies are non-binding and do not release the customer from his own tests or feasibility analyses. In case of existing uncertainties the customer has to consult REVENT GmbH immediately.
The customer must ensure that REVENT GmbH is provided, free of charge, with the documents and data necessary for the implementation of the project in a timely manner, that REVENT GmbH is provided with all information and that REVENT GmbH is informed of all processes and circumstances concerning the project. This also applies to documents, processes and circumstances that only become known during the activity. Upon request of the customer, REVENT GmbH will name a contact person for the receipt of the documents, data and information listed in sentence 1.
The customer must further ensure that the appropriate infrastructure, which is essential for the execution of the projects, is provided. This includes in particular free access to all premises, installations (hardware, software, networks, etc.), insofar as this is necessary for the proper provision of the services.
If the customer is an entrepreneur in the sense of § 14 BGB (German Civil Code), the deadlines and dates for deliveries and services promised by REVENT GmbH are always only approximate, unless a fixed deadline or date has been expressly promised or agreed.
The customer is obliged to accept the work produced in accordance with the contract, unless acceptance is excluded due to the nature of the work. The customer may not refuse acceptance due to negligible deficiencies. A deficiency is insignificant if it is reasonable for the customer to accept the performance as being essentially in accordance with the contract. The rights of the customer according to § 634 BGB (German Civil Code) remain unaffected.
A work is also deemed accepted if REVENT GmbH has set the customer a reasonable deadline for acceptance after completion of the work and the customer has not refused acceptance within this deadline, stating at least one defect.
The commissioning or use of the work or parts of the work is deemed to be acceptance.
If the customer is an entrepreneur in the sense of § 14 BGB (German Civil Code), we provide a warranty for possible defects and compliance with the following regulations:
The customer must inspect the goods for obvious deficiencies immediately after the transfer of risk with the thoroughness that is reasonable for him under the given circumstances. Deficiencies that can be detected in this respect must be reported to REVENT GmbH in writing without delay, at the latest 14 days after receipt. After expiration of this period, any claims due to the defects thus affected will be void (preclusion period). Apart from that, the warranty period is one year.
Unless otherwise provided by the nature of the item, the deficiency or the other circumstances, a repair or replacement delivery shall be deemed to have failed after the second unsuccessful attempt.
If the customer does not hand over the rejected goods to REVENT GmbH or a third party to be named by REVENT GmbH after a corresponding request, REVENT GmbH is entitled to refuse subsequent performance and is furthermore entitled to compensation for the expenses and other pecuniary disadvantages incurred to REVENT GmbH due to the non-handover.
With the exception of injury to life, body and health, REVENT GmbH is only liable for intent or gross negligence. The same applies to our subcontractors.
Liability for loss of profit is generally excluded. In the event of a breach of essential contractual obligations, REVENT GmbH is only liable for the foreseeable damage typical for this type of contract if this damage was caused by simple negligence, but limited to the amount of the order at the most. Excluded from this are damages resulting from injury to life, body or health. Essential contractual obligations are those whose fulfillment is necessary to achieve the contract.
In the event that events of force majeure affect the performance of services, liability claims or obligations to perform shall be suspended. Rights and obligations shall be suspended for the duration of the events.
All delivered goods remain the property of REVENT GmbH until all claims have been fulfilled, irrespective of the legal basis, including future and conditional claims, also from contracts concluded at the same time or later. During the existence of the reservation of title, the customer is prohibited from pledging or assigning the goods as security and is only permitted to resell the goods until revoked within the scope of his ordinary business activities under the condition that the customer receives payment from his customer or reserves the title until the customer has fulfilled his payment obligation.
If the customer sells the delivery item, he already now assigns to REVENT GmbH his future claims from the sale against the customer with all ancillary rights - including any balance claims - as security. If the delivery item is sold together with other items, the customer shall assign to REVENT GmbH with priority over the other claims that first-ranking part of the claim which corresponds in amount to the price of the delivery item of REVENT GmbH.
If the delivery item of REVENT GmbH is processed, transformed or mixed with other items not belonging to REVENT GmbH, REVENT GmbH shall acquire co-ownership of the new item in the ratio of the value of the delivered item to the newly created item.
REVENT GmbH remains the owner of the already existing copyrights, inventions and other intellectual property rights (old property rights).
Inventions made during the execution of an order by employees of REVENT GmbH and by third parties commissioned by them belong to REVENT GmbH. In addition, REVENT GmbH grants rights of use also with regard to the newly created protectable work results within projects only with a separate contractual and written agreement.
Inventions made jointly by employees of REVENT GmbH and the customer during the execution of an order, as well as industrial property rights granted for this purpose, are jointly owned by both contracting parties. Subject to an individual regulation.
The contracting parties are obliged not to disclose confidential information to third parties without the prior written consent of the respective disclosing party and to use it only for the purpose of the agreement. All necessary precautions shall be taken by the Parties to ensure that unauthorized persons cannot have access to Confidential Information.
"Confidential Information" within the meaning of these GTC shall be all information, in particular in written, oral, electronic or visual form, which has been designated as confidential by the disclosing Party or which is obviously of a confidential nature due to its nature or the circumstances or manner of disclosure, in particular documents, specifying data material, graphic representations, technical know-how, letters, electronically transmitted documents, e-mails etc., which the receiving party has received directly or indirectly from the disclosing party.
Information is not to be classified as confidential if it can be proven that it: was known to the contracting party prior to receipt, is generally known to the public, was made available to the public after receipt without the contracting party being responsible for this, or was lawfully made available to the contracting party by a third party. In the event of a breach of the obligations arising from this contract, the breaching contracting party bears the burden of proof for the existence of these facts. Documents, drafts or other templates provided by REVENT GmbH or its subcontractors remain the property of REVENT GmbH, unless otherwise agreed in writing. They may not be used for purposes other than those agreed upon and must be returned to REVENT GmbH immediately after fulfillment of the contract or upon termination of the project or upon request by REVENT GmbH.
REVENT GMBH receives the right to refer to the customer and the project for purposes of self-promotion. This also includes the presentation in the context of scientific lectures or publications. Any presentation of the project contents will be coordinated with the customer before publication, taking into account confidentiality aspects. The customer's consent to publication may not be unreasonably withheld.
All events and circumstances whose occurrence is beyond the control of REVENT GmbH, such as natural events, war, labor disputes, operational disruptions due to fire and explosion damage, sovereign decrees, release REVENT GmbH from fulfilling its contractual obligations for the duration of the disruption and to the extent of its effects. If such events last longer than three months, REVENT GmbH is entitled to withdraw from the contract.
The responsible party for data processing is REVENT GmbH, Sillemstraße 60A, 20257 Hamburg, Tel.: +49 (0) 40 28483260, Email: email@example.com
The invalidity of individual provisions or its components shall not affect the validity of the remaining provisions.The exclusive place of jurisdiction for all disputes arising from this contract shall be Hamburg, Germany. The inclusion and interpretation of these General Terms and Conditions as well as the conclusion and interpretation of legal transactions with the contractual partner shall be subject exclusively to the law of the Federal Republic of Germany.
As of: January 2021