for services of ConfTool GmbH
as of September 2021
+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: Client).
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 Client 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 as a Software as a Service product (software leasing) 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 Client 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 Client via regular mail or as a PDF-file via e-mail. To place the order, the written offer has to be signed by the Client 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 Client 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 Client and the services already provided by the Supplier.
4.4 Either Party may terminate the contract extraordinarily for good cause. For the notice of termination to be effective, it must be made in text form. There shall be good cause if:
The Supplier fails to fulfill his contractual obligations. The Supplier is to be granted an appropriate period and opportunity to rectify any defects.
The Client is in default of a payment obligation and a reasonable period of grace to fulfill this obligation has expired.
The Client has sustained financial collapse after contract closing, unless a petition in bankruptcy has been filed.
If the event cannot take place and/or is cancelled due to events of force majeure or equally significant circumstances beyond the control of the Parties or because of house rule regulations or visitor protection regulations.
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 The Supplier must hand the Software over to the Client in a condition suitable for use in accordance with the individual contract and maintain it in this condition throughout the lease period. Defects shall be remedied by the Supplier free of charge. The Client shall notify the Supplier of any defects immediately.
5.4 The Client is responsible for the configuration of the system and will ensure the expected function of his installation with tests. Should any questions arise, he will contact ConfTool GmbH before live use. If the Client needs help or runs into problems, he is encouraged to contact the ConfTool GmbH support team.
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.
6. Fees 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 German VAT act 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 Client 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 nine 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 Client 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: 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 According to the statutory provisions, the Supplier is fully liable for damage resulting from injury to life, limb or health based on an intentional or negligent breach of duty or an intentional or negligent breach of duty by its vicarious agents.
8.2 In addition, in accordance with the statutory provisions the Supplier is fully liable for other damages if these are based on the breach of an essential contractual obligation. This is the case if the breach of duty relates to an obligation whose fulfillment enables the proper execution of the contract in the first place, the breach of which jeopardizes the achievement of the purpose of the contract and the compliance of which the Client could usually rely on. In the event of a breach of an essential contractual obligation, however, liability is limited to predictable damage that might typically occur.
8.3 The Supplier has limited liability for the absence or loss of guaranteed property or for failure to honor a guarantee, and for claims under the German Product Liability Act (Produkthaftungsgesetz).
8.4 The Supplier is not responsible for the content and data created in the Software by the Client or other authorized third parties. In particular, the Supplier is not obliged to check the content for possible legal violations without cause.
9. Data Protection, Order Processing, Confidentiality
9.1 The Parties shall observe the applicable data protection regulations, in particular those applicable in Germany, and oblige their employees employed in connection with the individual contract and its implementation to maintain data secrecy, unless they are already generally obliged to do so.
9.2 The Supplier shall collect, process and use personal data of third parties solely on behalf of the Client. As a customer, the Client is responsible for compliance with data protection regulations in accordance with Article 28 of the GDPR. If required by law, the Client shall issue the Supplier with a separate written agreement for commissioned data processing in accordance with the requirements of Article 28 (3) of the GDPR.
9.3 The contracting Parties will maintain confidential all information that they have come to know in the context of this contractual relationship that should be treated as confidential, or use it with third parties only with prior written consent from the other Party, regardless of the purpose. The information that should be treated as confidential includes information expressly designated as confidential, and information whose confidentiality results from the circumstances.
In particular, application data entered by the Client are considered confidential in this sense.
10. Other Agreements
10.1 It is agreed that the law of the Federal Republic of Germany will apply to the exclusion of the UN Sales Convention.
10.2 Place of performance and place of jurisdiction for merchants, legal entities under public law or special funds under public law shall be the Supplier's place of business in Hamburg.
10.3 There are no ancillary provisions outside of the individual contract between Client and Supplier and its appendices. Changes or addenda to the contract, the assurance of property and guarantees must always be in text form if they are to be effective.
10.4 Should any provision of the individual contract be or become ineffective in whole or in part, or should the contract contain a loophole, this shall not affect the legal ineffectiveness of the remaining contractual provisions