General Terms and Conditions of u+i interact GmbH

This translation is provided for convenience only. The German version is legally binding.

1. u+i interact GmbH (u+i interact) offers companies the implementation of products and solutions in the fields of traditional and digital communication, software, IT and organisational consulting, data hosting / administration, as well as the creation of corporate designs, print products and advertising. u+i interact provides all deliveries and services exclusively on the basis of these General Terms and Conditions (GTC). The offer is directed exclusively at entrepreneurs within the meaning of § 14 of the German Civil Code (BGB). By placing its order, the Client accepts these terms and conditions.

2. General terms and conditions of the Client that deviate from these General Terms and Conditions shall only be effective if they have been confirmed by u+i interact in writing. Conflicting general terms and conditions of the Client are not accepted, and their incorporation is hereby objected to.

3. Any deviations from or additions to these terms and conditions must be made in writing. Verbal collateral agreements made upon conclusion of the contract shall only be effective if they have been confirmed by u+i interact in writing. This also applies to amendments to the contract after its conclusion.

4. u+i interact is entitled at any time to amend or supplement these General Terms and Conditions, subject to a reasonable period of notice. If the Client does not object to the amended terms in writing within 4 weeks of receipt of the notice of amendment, the announced amendments shall take effect. Timely dispatch of the objection is sufficient to meet this deadline. If the Client objects in due time, u+i interact is entitled to terminate the contract with effect from the date on which the amended terms come into force.

A contract with u+i interact is concluded as soon as u+i interact has confirmed the Client's order in writing or, at the latest, upon commencement of the commissioned service or delivery of the ordered goods/work.

1. Unless otherwise stated, all prices are in euros and are exclusive of value added tax at the applicable statutory rate.

2. Offers made by u+i interact are subject to change and non-binding, unless expressly agreed otherwise in writing.

3. Information on prices and services as well as other declarations or assurances shall only be binding on u+i interact if they have been made or confirmed by it in writing.

4. u+i interact may revoke its offers at any time until they are accepted by the Client, unless expressly agreed otherwise in writing.

5. The agreed prices apply only to the respective order concluded.

6. u+i interact is entitled to invoice the Client monthly, on a pro rata basis, for partial deliveries under all project contracts.

7. Services provided by u+i interact are invoiced at hourly rates per quarter of an hour or part thereof, by number of pages per DIN A4 page or part thereof or, for services with a monthly purchase volume, per month or part thereof. The Client is also responsible for charges incurred by other persons, whether authorised or unauthorised, via its access credentials, unless the Client is not responsible for this. In any event, the burden of proof in this respect lies with the Client.

8. Software and hardware are provided for an unlimited period in return for a one-off payment or a regularly recurring fee. The option chosen by the Client is set out in the service specification. All prices are ex u+i interact's registered office.

9. Where usage fees are charged for software, these are governed by the licence terms of the respective manufacturer/provider.

1. Invoices from u+i interact are payable without any deduction within ten calendar days of the invoice date, free of charges to u+i interact's paying office. Payment deadlines are deemed to have been met if u+i interact is able to dispose of the amount within the deadline.

2. Set-off or retention by the Client is excluded unless the claims are based on the same contractual relationship or the counterclaim on which the set-off or retention is based is undisputed or has been finally established by a court. u+i interact is entitled to avert the exercise of the right of retention by providing security, including by way of a surety.

3. If the Client is in default with its payment obligation in whole or in part, it shall – without prejudice to any other rights of u+i interact – pay default interest at the statutory rate from that point onwards, unless u+i interact proves higher damage.

4. If the Client is in default with its payments, u+i interact is entitled to suspend its services until payment has been made in full.

5. In the event of continued default in payment for two consecutive months or in respect of a not insignificant portion of the payments, u+i interact reserves the right to terminate the contractual relationship without notice.

6. If the Client ceases its payments, is over-indebted, or if an application is made to open composition or insolvency proceedings, or if the Client is in default with the payment of due bills of exchange or cheques, u+i interact's entire claim shall become due immediately. The same applies in the event of any other material deterioration in the Client's financial circumstances. In these cases, u+i interact is entitled to demand adequate security or to withdraw from the contract.

7. If the Client unjustifiably fails to accept the service/delivery duly offered to it (default of acceptance), u+i interact is entitled to invoice all services to the same extent as if acceptance had taken place.

1. Delivery times are only binding if they have been confirmed by u+i interact in writing.

2. Compliance with the delivery time requires that the order has been fully clarified, that all approvals have been granted, and that all documents, payments and securities to be provided by the Client have been received by u+i interact and all other obligations to cooperate have been fulfilled on time. The delivery time shall be extended by a reasonable period if these requirements are not all fulfilled in time.

3. The delivery time is suspended for the duration of the Client's review of drafts, test versions etc. The suspension is calculated from the day on which they are sent to the Client until receipt of the Client's feedback.

4. If, after placing the order, the Client requests changes to the order that affect the production time, the delivery time shall change accordingly.

5. Delays in delivery for reasons for which u+i interact is not responsible (e.g. force majeure, natural disasters, fault of third parties or the occurrence of other unforeseeable events beyond its control) shall extend the delivery time by a reasonable period.

6. If u+i interact is in default with its performance for more than two weeks, it shall pay a contractual penalty of 0.2% of the value of the part of the performance in default for each further day of default. The contractual penalty is payable for a maximum of 25 days. Further rights of the Client remain reserved.

7. u+i interact is entitled to make partial deliveries.

1. u+i interact has the right to choose the type of subsequent performance.

2. The limitation period for claims based on material defects – with the exception of claims for damages – is 12 months. Claims for damages based on material defects, with the exception of claims arising from intentional or grossly negligent conduct and claims based on injury to life, body or health, also become time-barred after 12 months. Claims under the German Product Liability Act (Produkthaftungsgesetz) remain unaffected by this provision.

3. If u+i interact is unable to remedy the defect or to provide a defect-free replacement, the Client will be shown ways to work around the defect. Insofar as these are reasonable for the Client, they shall be deemed subsequent performance.

4. Where necessary, the user documentation will also be updated in the course of rectification.

5. The limitation period with regard to material defects begins at the point at which a third party asserts claims based on defects of title against the Client or the Client becomes aware of the defect of title. The limitation period in this respect is 6 months.

6. If a third party asserts claims against the Client arising from patents, copyrights or other industrial property rights in respect of software supplied by u+i interact, u+i interact shall, at its own expense, represent the Client in any legal dispute brought against the Client and shall indemnify the Client against such claims. However, this applies only if the Client informs u+i interact without undue delay of any relevant letters of claim from third parties and of the details of any legal disputes, and leaves all decisions regarding the use of the software challenged by third parties, the legal defence and any settlement to u+i interact, and only if u+i interact is informed of such claims before claims for defects of title become time-barred.

1. Unless otherwise specified in the respective service description, a contract intended to run for an indefinite period generally has a term of one year and is renewed for the same period in each case unless it is terminated in writing no later than one month before the end of the respective term.

2. The right of both contracting parties to terminate without notice for good cause remains unaffected. Good cause for u+i interact exists in particular if at least one of the following circumstances applies:

• The Client culpably breaches a contractual obligation despite a warning;

• The Client fails to remedy a breach of contract or of law within a reasonable period despite a warning.

3. A warning is not required if the breach is such that continuation of the contract cannot reasonably be expected. This is the case in particular:

• In the event of obvious serious breaches of contract or of law, such as storing and/or making available for retrieval

  • content that is obviously harmful to minors within the meaning of § 4 of the German Interstate Treaty on the Protection of Minors in the Media (Jugendmedienschutz-Staatsvertrag) and/or

  • obviously copyright-protected software or audiovisual content (music/videos etc.) and/or

  • content whose provision or distribution is obviously a criminal offence

  • in the event of criminal spying on or manipulation of the data of u+i interact or of other customers of u+i interact by the Client.

4. Termination of options additionally selected for the respective tariff, in particular additional domains, does not affect the contractual relationship as a whole.

5. Ordinary and extraordinary termination must be made in writing to be effective.

6. Upon termination of the contractual relationship, u+i interact is no longer obliged to provide the contractual services. After seven days have elapsed, u+i interact may delete all of the Client's data on the web server, including e-mails in the mailboxes. The timely storage and backup of the data is therefore the responsibility of the Client. In addition, after termination of the contract u+i interact is entitled to release any of the Client's domains that have not been transferred to a new provider.

1. Each of the contracting parties shall appoint a project manager for the duration of the project. The measures required on both sides under the contractual provisions to implement the project shall be coordinated between the project managers. However, responsibility for implementing the project lies with u+i interact's project manager. Each party shall notify the other party in writing of its project manager within 14 days of conclusion of the contract. The project managers shall jointly review the progress of the project at least once a week. Where decisions cannot be taken at project manager level, they shall be taken by a project committee. The project committee shall consist of a member of the management of each contracting party or an employee of the respective contracting party authorised to take decisions in this procedure. The project committee shall convene at any time at the request of either project manager. Votes may also be held by telephone. All resolutions should be recorded in writing and signed by the members of the project committee.

2. u+i interact will have all services performed by employees who are sufficiently qualified to provide the necessary services in accordance with the current state of the art.

3. The Client shall provide u+i interact with the content to be integrated into the website/application/database/medium. The Client is solely responsible for producing the content. u+i interact is not obliged to check whether the content provided by the Client is suitable for the purposes pursued with the website/application/medium.

4. The content to be provided by the Client includes, in particular, all texts, images, graphics, logos and tables to be integrated, unless these form part of the scope of services.

5. The Client shall provide u+i interact with the content and information to be supplied in accordance with the preceding paragraphs at the latest without undue delay after being requested to do so by u+i interact.

6. As soon as u+i interact has prepared a concept that meets the contractual requirements of the respective contract, the Client shall approve the concept in writing by means of a signed declaration in text form.

1. The exchange of commissioned work/software/works created individually for the Client is generally excluded.

2. Upon payment of the agreed remuneration, the Client receives a right of exploitation in the entire project results that is limited in time and territory, unless otherwise agreed. In the case of web programming, the right of use is limited to the use of the website as a whole or of individual components of the website on the internet. The right of use of other works must be defined in writing on a case-by-case basis. However, the Client is not entitled to use individual design elements of the website or the complete website in any other form – in particular in printed form. Resale to third parties is only permitted with the express prior written consent of u+i interact.

3. A right to further process the project results and to be provided with the source code and raw/working files exists only with the express written consent of u+i interact.

4. u+i interact reserves the right to use individual concepts or components that it has incorporated into software or works developed specifically for the Client for other projects of other clients as well, unless the contracting parties have expressly excluded this.

5. By way of an independent guarantee, the Client guarantees that, with regard to all materials provided to u+i interact, it holds or has acquired all rights, in particular the rights of exploitation in the materials provided that are required for their use in accordance with the contract, and that no other third-party rights conflict with the performance of the contract or the use by u+i interact. The Client shall indemnify u+i interact against all third-party claims arising from non-compliance with the guarantees given above and shall reimburse u+i interact for all damages and expenses incurred in this respect, including any legal costs. u+i interact is entitled to satisfy claims asserted by third parties in this respect directly and to invoice the Client for the respective payments.

6. Notices of u+i interact's authorship will be included at suitable places in the website/application/medium. The Client is not entitled to remove such notices without the consent of u+i interact.

7. u+i interact is entitled to commission third-party service providers/vicarious agents to provide part or all of the range of services. u+i interact is also entitled to change the internet infrastructure used and the service providers/vicarious agents commissioned with performance at any time without separate notice, provided that this does not result in any disadvantage for the Client.

8. No further rights are granted, in particular for the reproduction of software beyond the extent necessary for use in accordance with the contract. Nor is there any right to modify the software, unless the modification is necessary to remedy defects. This right of modification only applies if u+i interact has previously refused subsequent performance in writing or its attempts at subsequent performance have failed. Making a backup copy or reproducing the software is only permitted within the scope of customary data backup and to ensure the intended operation of the software at the Client's premises. Decompilation of the software within the scope of § 69e of the German Copyright Act (UrhG) also remains permitted. However, the necessary interface information will be made available at short notice at any time at the Client's request.

1. The Client assumes sole responsibility – including for third-party claims – for data it provides to u+i interact. Where data is transmitted to u+i interact, the Client shall make backup copies of it beforehand. u+i interact accepts no liability in the event of data loss. In this respect, transport is at the Client's risk.

2. The Client is obliged to carry out appropriate data backups on the IT systems made accessible to u+i interact for service work. Should it become necessary to restore the data, the Client shall do so at its own expense. u+i interact accepts no liability for data loss resulting from the Client having failed to carry out a data backup or having carried out an incomplete or unsuitable data backup.

1. Goods delivered and the rights associated with them remain the property of u+i interact until all claims to which u+i interact is entitled have been paid in full (goods subject to retention of title), even if the individual item has been paid for. Pledging the goods subject to retention of title or providing them as security is not permitted.

2. In the event of third-party access to the goods subject to retention of title (in particular seizure), the Client shall point out u+i interact's ownership and notify u+i interact without undue delay. Any costs and damage arising as a result shall be borne in full solely by the Client.

3. In the event of conduct by the Client in breach of contract, in particular in the event of default in payment, u+i interact is entitled to take back the goods subject to retention of title at the Client's expense or, where applicable, to demand assignment of the Client's claim for surrender against the third party. The taking back or seizure of the goods subject to retention of title by u+i interact does not constitute withdrawal from the contract, unless deviating statutory provisions apply.

1. Where digital data is concerned, u+i interact shall make the website/application/database/medium accessible to the Client upon completion on a server to be determined during the course of the project. The Client is obliged to declare acceptance within 10 calendar days of the date on which u+i interact informed the Client in writing of completion, provided that the completed work corresponds to the approved concept. The Client shall confirm this acceptance in writing.

2. During the course of the project, u+i interact shall provide the Client with the drafts of the printed matter/corporate designs for coordination purposes as digital files that are not print-ready. Acceptance takes place on the basis of this data. The Client shall confirm this acceptance in writing. After acceptance of the drafts, the Client receives the drafts as print-ready data – either on a physical data carrier or by digital data transfer. The Client may then pass these on to service providers.

3. If acceptance of the service requires a functional test, this test is deemed successful if the software meets the agreed requirements. During the functional test, the Client shall notify u+i interact without undue delay of all deviations that occur. If the functional test is successful, acceptance must be declared without undue delay. A functional test is successful if there are either no defects or only insignificant defects, or if all acceptance criteria agreed between the project managers before acceptance was carried out have been met.

4. If the Client does not declare acceptance to u+i interact in due time, u+i interact may set a reasonable deadline for the declaration of acceptance. Acceptance shall then be deemed declared upon expiry of this deadline if the Client has neither declared acceptance in writing nor set out to u+i interact in writing which defects still need to be remedied. Recognisable defects or malfunctions must be notified to u+i interact in writing without undue delay, and at the latest within 14 working days of delivery. The Client will be informed of this legal consequence when the deadline for the declaration of acceptance is set.

5. Until acceptance, the Client may request changes to the agreed requirements for the software in writing. u+i interact will carry out the changed services unless this would be unreasonable for it in view of its operational capacity.

6. Unless u+i interact rejects the change as unreasonable or invokes a review in accordance with the following paragraph within 10 calendar days of receipt of the change request, u+i interact shall carry out the changes.

7. If the change request requires u+i interact to carry out an extensive review of whether and on what terms the changes can be implemented, it may demand remuneration for this, provided that it informs the Client of this and the Client has subsequently placed the review order in writing.

8. If the change to a service or to a requirement for the performance of the contract affects contractual provisions, e.g. price, deadlines for performance, acceptance, u+i interact shall request an adjustment of the contract and its annexes in accordance with the current status within 10 calendar days of the change request being submitted. If it fails to do so, it is obliged to carry out the changes within the framework of the existing agreement.

9. If u+i interact requests changes to the contract, the Client shall state within 10 calendar days whether or not it accepts the contract adjustment. If the Client does not respond, no change is agreed and the change request thus also lapses.

10. Irrespective of the above procedure, changes may be agreed at any time by mutual consent between the project managers or in the project committee. The agreements should be recorded in minutes and initialled by the respective project managers. If no price changes and no changes to the contractual terms are agreed in these cases, the services must be performed within the framework of the contractual terms agreed up to that point.

In the event that, during the course of its order, the Client wishes to publish material which, in the opinion of u+i interact, is ethically unjustifiable or could damage the reputation of u+i interact (e.g. pornographic depictions, National Socialist ideology), u+i interact is entitled to terminate the contract with immediate effect and to claim all costs incurred up to that point, provided that this was not yet known when the contract was concluded.

1. The place of jurisdiction is Bielefeld.

2. This contract and the legal relationship between the contracting parties shall be governed exclusively by the law of the Federal Republic of Germany. The contract is subject to the law of the Federal Republic of Germany. The Hague Convention of 01.07.1964 relating to a Uniform Law on the International Sale of Goods and the United Nations Convention of 11.04.1980 on Contracts for the International Sale of Goods shall not apply.

3. Unless otherwise agreed, the place of performance is Bielefeld.