General Terms and Conditions
for services of ConfTool GmbH
as of November 2013
+49 40 20227297
Trade register Hamburg: HRB 111956
The following Terms and Conditions apply for all legal transactions of the service company ConfTool GmbH (hereinafter: Supplier) with its contracting partner (hereinafter: Customer).
Insofar as individual contractual regulations exist, which deviate from or contradict the regulations of the General Terms and Conditions, these take priority over the General Terms and Conditions.
Deviating, opposing or supplementary General Terms and Conditions of the Customer shall not become a contract component, unless otherwise provided in the individual contractual regulations. They also do not apply in the case of the Supplier not expressly contradicting them.
2. Object of Contract
2.1 The Supplier offers the software ConfTool Pro and associated services. ConfTool Pro is used for Web-based support in the organization of scientific meetings, workshops and conventions.
2.2 The Contracting Parties agree upon co-operation in accordance with the specific, individual contractual regulations.
3. Conclusion of Contract
3.1 The contractual relationship shall commence when a customer order is issued by the Customer and accepted by the Supplier.
3.2 The basis of such a contract always is a formal written offer by the Supplier, sent to the Customer via regular mail or as a PDF-file via e-mail. To place the order, the written offer has to be signed by the Customer and returned to the Supplier via mail, fax or e-mail.
3.3 The subject of the contract and the scope of the services contained therein are described in full in the written offer.
4. Duration and Cancellation
4.1 The contract shall commence and end on the individually agreed dates.
4.2 The Customer will be able to cancel the contract in any case within 14 days after signing the contract. The cancellation must be declared in written form. This cancellation is without any cost, penalty or fee whatsoever.
4.3 If the notice to terminate the contract is received after 14 days of signing the contract, a cancellation fee will be charged by the Supplier, which depends on the time of the cancellation by the Customer and the services already provided by the Supplier.
4.4 Either party may terminate the contract with immediate effect for good cause. There shall be good cause if:
- The Supplier fails to fulfil his contractual obligations. The Supplier is to be granted an appropriate period and opportunity to rectify any defects.
- The Customer is in default of a payment obligation and a reasonable period of grace to fulfil this obligation has expired.
- The Customer has sustained financial collapse after contract closing, unless a petition in bankruptcy has been filed.
5. Scope of Services, Obligations of Contracting Parties
5.1 The nature and scope of the services to be rendered by the Supplier are stipulated by the contract.
5.2 If the Supplier cannot deliver the services specified in the contract, he must immediately inform the client of this.
5.3 In the event of any dissatisfaction with any of the services provided by the Supplier, the Client should contact the Supplier immediately. The Supplier will use prompt efforts to find appropriate solutions. This warranty explicitly does not cover "desirable" characteristics or capabilities of the offered system, which are not available or guaranteed at the time of conclusion of the order.
5.4 The Client is responsible for the settings of the offered system and commits himself to test that his setup corresponds with the requirements of his event. If issues arise, he will contact the Supplier before productive use of the system.
5.5 The Supplier will check the configuration of the Client's system upon request and point out any difficulties and make appropriate suggestions and propose solutions.
5.6 Each contracting party may demand modification of the stipulated scope of service in writing. Upon receipt of the change request, the recipient shall review the change as to whether and at what conditions it can be made, and immediately inform the requester in writing of recipient's approval or refusal, stating reasons, if applicable.
5.7 If necessary, contractual adjustments of the stipulated terms and conditions and services required for a review and / or a modification shall be made in writing (additional order document / modification agreement) and will be put into effect in accordance with these General Terms and Conditions.
6. Prices and Terms of Payment
6.1 The services of the Supplier are calculated and due as stated in the individual contract.
6.2 Value added tax shall be calculated and paid pursuant to the value added tax rate applicable at the time of service within the Federal Republic of Germany.
6.3 All invoices are payable within 30 days from the date of the invoice without deduction. In the event that invoices are not paid within 30 days of receipt of invoice, the Supplier shall be entitled to charge collection expenses and default interest. In accordance with Section 286 Paragraph 3 BGB (German Civil Code), the Customer is in default 30 days after receipt of invoice and without payment received and in accordance with Section 288 Paragraph 2 BGB (German Civil Code) the Supplier shall be entitled to charge default interest of eight percentage points over the basic rate of interest. In addition, and in accordance with Section 280 Paragraph 2 BGB (German Civil Code), the Supplier shall be entitled to charge the Customer for each reminder a fee in the sum of EUR 2.00.
7. Online Dispute Resolution
The European Commission provides a platform for online dispute resolution (ODR-platform). The Client can call this platform here: http://ec.europa.eu/consumers/odr/ . In accordance with article 14(1) of the regulation on online dispute resolution, the Client can use this platform to settle disputes concerning contractual obligations arising from online sales or services contracts out of court.
8.1 In cases of intent or gross negligence, the Supplier shall be liable in accordance with the law. Damage claims for minor, negligent breach of fundamental contractual obligations are, however, limited to foreseeable damages inherent to this type of contract. Liability is limited to the same extent for negligence on part of vicarious agents or representatives.
8.2 The provision contained in the above paragraph (7.1) extends to compensation for damages in addition to or instead of the service and the claim for compensation on account of futile expenditure, irrespective of its legal ground, including liability on account of defects, delay or impossibility of fulfilment.
9. Place of Jurisdiction
9.1 Contractual relations between the Client and the Supplier shall be subject solely to German law.
9.2 In case the Customer has no place of general jurisdiction in Germany or in another European Union member state, the place of jurisdiction for all claims made in connection with the contract is the address of record of the Supplier (Hamburg).
10. Miscellaneous Provisions
10.1 The Supplier is not authorized to assign claims from the contractual relation to third parties.
10.2 The Supplier reserves the right to change or update these General Terms and Conditions at any time without prior notice.
11. Obligation of Confidentiality
11.1 The data and contents administered with the offered system lie in the Customer's area of responsibility.
11.2 The Supplier is sworn to secrecy with regards to knowledge which he acquires within the scope of the cooperation on the occasion of the contractual regulation. The Supplier commits himself to impose a corresponding obligation of confidentiality on his staff. The obligation of confidentiality applies beyond the end of the contract and is unlimited in time.
11.3 The obligation of confidentiality does not apply to information made known to the Supplier legitimately and lawfully by third parties, information already generally known upon conclusion of the contract, or information which - without breaching the terms and conditions outlined in the obligation of confidentiality - became known after conclusion of the contract.
12. Severability Clause
Should one or more provisions of these General Terms and Conditions be or become partially or wholly invalid or unenforceable, the validity of the remainder of the contract remains unaffected. This applies also if a part of a provision is invalid, but another part is valid. The invalid or unenforceable provision shall be replaced by a provision that is valid and enforceable and comes as close as possible to the economic intent of the invalid or unenforceable provision.