\u00a71 Scope and Period of Commitment<\/strong><\/p>\n (1) These General Terms and Conditions apply to business relations between AdEx Beratungs GmbH, AdEx Switzerland GmbH or AdEx Austria GmbH (hereinafter referred to as \u201eAdEx Partners\u201c) and their respective customers, provided that such customers are entrepreneurs (\u00a7 14 BGB [German Civil Code]), legal entities under public law, or a special fund under public law pursuant to \u00a7 310 (1) sentence 1 BGB.<\/p>\n (2) As a rule, a contractual relationship is established with only one of the AdEx Partners entities. Only the contracting AdEx Partners entity is subject to the obligations resulting from the business relationships. If, in an individual case, the contractual relationship is established with multiple AdEx Partners entities, they shall be several debtors.<\/p>\n (3) These General Terms and Conditions shall apply to all present and future orders placed by the Customer with AdEx Partners, without requiring any special or express agreement or reference. General terms and conditions of the Customer shall not become part of the contract, even if they are attached to requests for proposals, orders, order confirmations, declarations of acceptance, or similar documents, and are not objected to.<\/p>\n \u00a7 2 Services of AdEx Partners<\/strong><\/p>\n (1) AdEx Partners shall perform its services properly and professionally in accordance with the terms of the contract. Technical or other standards shall only be complied with to the extent that they are expressly listed in the quotation documents, and shall apply in the version valid at the time the quotation was submitted.<\/p>\n (2) AdEx Partners uses carefully selected employees with the respective required qualifications to provide the services.<\/p>\n (3) Due to legal and tax advisory laws, AdEx Partners is prohibited from handling third-party legal matters, including legal advice, as well as assistance in tax matters. Therefore, these tasks are not part of the scope of services provided by AdEx Partners. Likewise, consulting on the American Sarbanes-Oxley Act and comparable regulatory frameworks is not the subject of the services. The customer is solely responsible for determining the legal and tax requirements for the subject matter of the contract and will communicate the requirements relevant to the provision of services to AdEx Partners in a timely manner.<\/p>\n (4) AdEx Partners is entitled to engage third parties as agents for performance.<\/p>\n (5) Changes to the assumptions underlying the conclusions and recommendations after the conclusion of the contract shall not result in any obligation for AdEx Partners to point out these changes or any resulting consequences to the customer.<\/p>\n \u00a7 3 Customer Obligations<\/strong><\/p>\n (1) The customer acknowledges that the fulfillment of its cooperation obligations is a fundamental prerequisite for the provision of services by AdEx Partners and thus constitutes a contractual obligation. The customer is obligated to provide the premises, technical environments, system accesses, contact persons, and documents required for the provision of services by AdEx Partners at no cost to AdEx Partners. Furthermore, the customer shall make decisions incumbent upon it regarding project implementation and project content without delay, communicate them to AdEx Partners, and review proposals for changes made by AdEx Partners without delay.<\/p>\n (2) The customer shall, without being requested to do so, notify AdEx Partners of industry-specific or company-specific requirements and procedures, provided that these are relevant for the provision of services. The customer shall provide all technical and other documents and information necessary for the successful implementation of the project in a timely manner. The customer is furthermore obligated to obtain in a timely manner any official approvals required for the implementation of the project.<\/p>\n (3) If the customer fails to properly fulfill an obligation or duty and this impedes AdEx Partners in the performance of its services, the agreed-upon completion deadlines shall be extended in proportion to the delay, plus a reasonable period for resuming work. AdEx Partners is entitled to bill the customer separately for the additional expenses incurred as a result\u2014in particular, for the extended provision of personnel or equipment\u2014at the agreed rates. Furthermore, AdEx Partners is entitled to compensation for the resulting damages, provided that the customer is at fault for the failure to cooperate.<\/p>\n \u00a7 4 Modifications to the Services to be Provided (Change Requests)<\/strong><\/p>\n (1) Either party may, at any time, propose a change to the content and scope of the agreed-upon services (hereinafter referred to as a \u201eChange Request\u201d). Change Requests must be submitted in writing to the other party.<\/p>\n (2) The customer must pay for the review of a change request submitted by the customer based on the agreed-upon rates, even if AdEx Partners is not subsequently commissioned to implement the change request.<\/p>\n (3) AdEx Partners will not refuse to implement a change request without good cause. Valid reasons include, for example, cases where, in AdEx Partners\u2019 opinion, the successful delivery of services would be jeopardized as a result of implementing the change request, or where the requested change falls outside the scope of services provided by AdEx Partners, or where the resources required to implement the change request are not readily available to AdEx Partners. The customer may reject change requests from AdEx Partners without providing a reason. If the customer rejects change requests against AdEx Partners\u2019 recommendation, the customer assumes responsibility for the consequences resulting from such rejection. This does not affect AdEx Partners\u2019 contractually agreed service obligations.<\/p>\n (4) Contract amendments shall only become effective upon the signing of a written agreement that includes the changes associated with the implementation of the Change Request (in particular regarding the scope and content of services, scheduling, remuneration). AdEx Partners will continue the work on the basis of the existing contract until the changes are agreed upon in writing.<\/p>\n \u00a75 Prices and Payment Terms<\/strong><\/p>\n (1) Unless otherwise agreed, the services provided by AdEx Partners will be billed monthly based on actual time and materials.<\/p>\n (2) Insofar as the remuneration is calculated on the basis of \u201eman-days\u201c, \u201eperson-days\u201c, or similar, such a \u201eday\u201c shall correspond to 8 hours in each case. Invoicing shall be based on the actual effort in hours up to a maximum of the legally permissible maximum working hours per calendar day.<\/p>\n (3) If AdEx Partners incurs additional expenses due to omissions or ambiguities in the documents provided by the customer, and if the customer is at fault for this, AdEx Partners is entitled to bill for these additional expenses at the agreed rates. This also applies to additional expenses resulting from contradictory or incorrect information provided by the customer through the customer\u2019s own fault.<\/p>\n (4) Unless otherwise agreed, travel expenses, fees, and other incidental costs, as well as out-of-pocket expenses incurred by AdEx Partners in providing the services owed under the contract, shall be billed separately and on a time-and-materials basis.<\/p>\n (5) All prices are net and in euros, plus the statutory value-added tax in effect at the time the service is provided, without any deductions, unless otherwise agreed.<\/p>\n (6) Invoices are due for payment 14 days after receipt. In case of doubt, invoices are deemed to have been received three business days after the invoice date.<\/p>\n \u00a76 Copyright and Rights of Use<\/strong><\/p>\n (1) The customer is granted the right to use the service deliverables created for it by AdEx Partners (hereinafter \u201eDeliverables\u201c) for its internal business purposes for an unlimited period of time. AdEx Partners grants this right to the customer subject to full payment. The customer is entitled to transfer this right to companies affiliated with it within the meaning of Section 15 of the German Stock Corporation Act (AktG) at the time the contract is concluded, or to grant such companies a simple right of use to the work products.<\/p>\n (2) Until payment is made in full, the customer has the right to test the work results to the agreed extent. Any right of use shall expire if the customer is more than 30 days past due on payment despite a written reminder from AdEx Partners.<\/p>\n (3) Paragraph (1) does not apply to standard products that are part of the work product. Standard products are self-contained products or solutions from AdEx Partners or third parties that are subject to separate license terms. The Customer\u2019s rights to these standard products are governed exclusively by their respective license terms.<\/p>\n (4) The granting of rights pursuant to paragraph (1) shall not apply to materials or solutions existing prior thereto at AdEx Partners (hereinafter referred to as \u201eAdEx Partners Assets\u201c), including any modifications and additions made thereto. All rights to AdEx Partners Assets shall remain with AdEx Partners. The rights of use granted to the customer regarding the AdEx Partners Assets incorporated into the work results shall be determined by the contractual purpose intended by both parties. Isolated use of an AdEx Partners Asset is excluded.<\/p>\n (5) AdEx Partners is entitled, subject to its confidentiality obligations, to make unrestricted use of the work results, including the know-how acquired during the project\u2019s implementation, in particular the concepts, procedures, methods, and interim results underlying the work results.<\/p>\n (6) The customer grants AdEx Partners the non-exclusive right to use the customer\u2019s existing intellectual property free of charge, to the extent necessary for AdEx Partners to provide its services.<\/p>\n \u00a7 7 Customer's Rights in Case of Legal Defects<\/strong><\/p>\n (1) AdEx Partners guarantees that the work results provided, when used by the customer in accordance with the contract, do not infringe upon any third-party rights. This warranty is contingent upon the customer notifying AdEx Partners in writing without undue delay of any third-party rights asserted against them and leaving the legal defense and settlement negotiations to AdEx Partners. The customer shall support AdEx Partners in doing so to a reasonable extent free of charge, in particular by providing the necessary information for this purpose. Any commercial duties of the customer to inspect and give notice of defects shall remain unaffected.<\/p>\n (2) If a third-party right impairs the Customer\u2019s use of a deliverable in accordance with the contract, AdEx Partners may, at its discretion, either modify the deliverable so that it no longer infringes the third-party right or obtain the necessary authorization for the Customer to use the deliverable. The Customer is prohibited from taking such action on its own or by engaging third parties.<\/p>\n (3) The customer may assert claims for damages only within the scope of \u00a7 9.<\/p>\n (4) The customer shall have no claims for legal defects to the extent that the work products have been modified by the customer or third parties, unless the customer proves that the legal violation was not caused by the modifications made by the customer or the third party. The customer shall also have no claims in the event of legal violations resulting from a combination of AdEx Partners\u2019 deliverables with services or products provided by third parties who are not subcontractors of AdEx Partners in this regard.<\/p>\n \u00a78 Customer Rights in the Event of Material Defects<\/strong><\/p>\n In principle, AdEx Partners provides services in the form of a service contract pursuant to Sections 611 et seq. of the German Civil Code (BGB). In the event that AdEx Partners exceptionally concludes a work contract with the customer pursuant to Sections 631 et seq. of the German Civil Code (BGB), the following shall apply in the case of material defects:<\/p>\n In the event of defects in the services provided by an AdEx Partner, the customer is entitled to subsequent performance by the respective AdEx Partner, unless damage has already occurred that cannot be remedied by subsequent improvement; in this regard, the respective AdEx Partner owes damages within the scope of the provisions of Section 9. If the subsequent performance is unsuccessful within a reasonable period, the customer shall be entitled to the statutory rights within the scope of the provisions of Section 9.<\/p>\n (2) The customer must promptly assert the right to have defects remedied in writing.<\/p>\n (3) Obvious inaccuracies, such as typographical errors, calculation errors, and formal defects contained in a statement (report, expert opinion, etc.) by an AdEx Partner may be corrected by the AdEx Partner in question at any time, including to third parties.<\/p>\n \u00a79 Liability<\/strong><\/p>\n AdEx Partners shall be liable without limitation pursuant to the German Product Liability Act, in cases of express assumption of a guarantee or a procurement risk, as well as due to intentional or grossly negligent breach of duty. Likewise, AdEx Partners shall be liable without limitation in the event of intentional or negligent injury to life, limb, or health. For property damage and financial loss caused by slight negligence, AdEx Partners shall only be liable in the event of a breach of such obligations, the fulfillment of which is a prerequisite for the proper execution of the contract and upon the fulfillment of which the purchaser may rely to a special degree (\u201ematerial contractual obligations\u201c), but limited to the damage foreseeable at the time of the conclusion of the contract and typical for the contract.<\/p>\n \u00a710 Statute of Limitations<\/strong><\/p>\n (1) Unless otherwise provided in these General Terms and Conditions, all claims of the customer against AdEx Partners shall become time-barred within one year from the statutory commencement of the limitation period. This shall not apply to limitation periods under the Product Liability Act. Section 634a (3) of the German Civil Code (BGB) shall also remain unaffected. The statutory limitation periods shall apply to claims for damages pursuant to Section 9.<\/p>\n \u00a711 Confidentiality and Data Protection<\/strong><\/p>\n (1) The parties shall keep confidential all information of the other party requiring confidentiality that comes to their knowledge in the course of cooperation, i.e., protect it from being accessed by unauthorized persons with the due diligence of a prudent businessman. Unauthorized persons within the meaning of this provision shall not include subcontractors deployed in accordance with the contract, employees of the AdEx Partners corporate group, and advisors bound by professional secrecy. The parties undertake to involve only those employees or third parties in the cooperation whom they have previously bound to confidentiality to a comparable extent.<\/p>\n (2) All information belonging to a party\u2014regardless of its form\u2014is subject to confidentiality if it is marked in writing as confidential or if its confidential nature is clearly evident from its nature, in particular trade secrets and business secrets.<\/p>\n (3) Information shall not be deemed to require protection as confidential if the receiving party can prove that it (i) is or was generally accessible, (ii) was already in the possession of the party without any obligation of confidentiality, (iii) was developed independently and without the use of information requiring confidentiality by another party, or (iv) was lawfully acquired from a third party who was not under an obligation of confidentiality.<\/p>\n (4) AdEx Partners is authorized to collect, store, and process the customer's personal data entrusted to it within the scope of the purpose of the issued orders, in compliance with the applicable data protection regulations. In particular, taking into account appropriate and necessary data protection and data security measures, they are entitled to collect personal data by automated means within the scope of the purpose of the issued orders, process it in an automated file, or transfer it to a service data center for further order data processing. This also applies to personal data of the customer's employees. By commissioning AdEx Partners, the customer grants permission to disclose facts subject to the duty of confidentiality to third parties, provided this is necessary for the proper execution of the order.<\/p>\n (5) AdEx Partners is entitled to retain a copy of the work results and project documentation for purely internal purposes, even if these contain confidential information.<\/p>\n (6) The obligations of confidentiality shall remain in effect for a period of four years after the termination of the respective contractual relationship.<\/p>\n \u00a712 Termination of Service Contracts <\/strong><\/p>\n Service contracts may be terminated in writing by either party at any time subject to a two-week notice period to the end of the month, unless otherwise agreed. Rights under Section 626 of the German Civil Code (BGB) remain unaffected.<\/p>\n \u00a7 13 Choice of Law, Place of Jurisdiction <\/strong><\/p>\n (1) The legal relationship between the parties shall be governed exclusively by the laws of the Federal Republic of Germany, excluding any conflict of laws principles of private international law and the United Nations Convention on Contracts for the International Sale of Goods (CISG).<\/p>\n (2) The exclusive place of jurisdiction for all disputes arising directly or indirectly from a business relationship is Hamburg (Germany). AdEx Partners is also always entitled to bring an action at the customer's general place of jurisdiction.<\/p>\n \u00a714 General Provisions <\/strong><\/p>\n (1) Additions, amendments, or collateral agreements to these General Terms and Conditions or other contract components must be in writing to be effective. This also applies to the waiver of this written form requirement.<\/p>\n (2) If individual provisions of these General Terms and Conditions or other contract components should be invalid or void, they shall be replaced by provisions to be agreed upon between the parties that come closest to what was intended by the invalid or void provisions. The same applies if the agreements contain unintended gaps.<\/p>\n (3) The assignment of the customer's rights or obligations under the contract \u2013 in particular assignments and pledges \u2013 to third parties is excluded without the prior written consent of AdEx Partners.<\/p>\n (4) The customer may only offset claims with an undisputed or legally established counter-claim.<\/p>","protected":false},"excerpt":{"rendered":" Allgemeine Gesch\u00e4ftsbedingungen \u00a71 Geltungsbereich und Bindungsfrist (1) Diese Allgemeinen Gesch\u00e4ftsbedingungen gelten f\u00fcr Gesch\u00e4ftsbeziehungen der AdEx Beratungs GmbH, der AdEx Switzerland GmbH oder der AdEx Austria GmbH (nachfolgend \u201eAdEx Partners“) mit ihren jeweiligen Kunden, sofern diese Unternehmer (\u00a7 14 BGB), juristische Personen des \u00f6ffentlichen Rechts oder ein \u00f6ffentlich-rechtliches Sonderverm\u00f6gen im Sinne von \u00a7 310 Abs. 1 […]<\/p>\n","protected":false},"author":2,"featured_media":3055,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"_acf_changed":false,"footnotes":""},"class_list":["post-3367","page","type-page","status-publish","has-post-thumbnail","hentry"],"blocksy_meta":[],"acf":[],"_links":{"self":[{"href":"https:\/\/www.adexpartners.com\/en\/wp-json\/wp\/v2\/pages\/3367","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.adexpartners.com\/en\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/www.adexpartners.com\/en\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/www.adexpartners.com\/en\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/www.adexpartners.com\/en\/wp-json\/wp\/v2\/comments?post=3367"}],"version-history":[{"count":9,"href":"https:\/\/www.adexpartners.com\/en\/wp-json\/wp\/v2\/pages\/3367\/revisions"}],"predecessor-version":[{"id":3408,"href":"https:\/\/www.adexpartners.com\/en\/wp-json\/wp\/v2\/pages\/3367\/revisions\/3408"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.adexpartners.com\/en\/wp-json\/wp\/v2\/media\/3055"}],"wp:attachment":[{"href":"https:\/\/www.adexpartners.com\/en\/wp-json\/wp\/v2\/media?parent=3367"}],"curies":[{"name":"WP","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}