General Terms and Conditions of Crossload Consulting GmbH (short: XLC)
Status 01.01.2019
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1. Subject of the contract
1.1 The following conditions apply to all services of the XLC, in particular services for:
Computer technical, organizational and business consultancy;
System engineering consulting and support either on site, via remote access (remote maintenance), telephone or fax or other media (e.g., video communication);
Software creations, changes and additions or assistance in doing so;
Installation of programs and programming of necessary interfaces or support;
Training of the client's employees at the client's premises in accordance with the specifications of the currently valid price list for XLC consulting services.
Computer technical, organizational and business consultancy;
System engineering consulting and support either on site, via remote access (remote maintenance), telephone or fax or other media (e.g., video communication);
Software creations, changes and additions or assistance in doing so;
Installation of programs and programming of necessary interfaces or support;
Training of the client's employees at the client's premises in accordance with the specifications of the currently valid price list for XLC consulting services.
1.2 The details of each contract (exact assignment, working time, remuneration, etc.) are agreed separately there.
1.3 The basics of consulting services of the XLC apply exclusively. Conditions of the client do not apply even if XLC does not expressly object. In addition, the current XLC price list for consulting services applies.
1.3 The basics of consulting services of the XLC apply exclusively. Conditions of the client do not apply even if XLC does not expressly object. In addition, the current XLC price list for consulting services applies.
2. Principles of service provision
2.1 The client specifies the task in the form of individual orders. Task scheduling scheduling is determined by the XLC, i.d.R. after consultation with the client. XLC may decline to accept an order if it deems compliance with the requirements to be impracticable or ineffective or if sufficient capacity is not available.
2.2 Even if the services are provided by the client on site, XLC alone is authorized to issue instructions to its employees. The employees are not integrated into the operation of the client. The client can only give instructions to the project manager of the XLC, not directly to the individual employees.
2.3 XLC will comply with the specifications of the client and perform the services according to the current state of the art when placing the order.
2.2 Even if the services are provided by the client on site, XLC alone is authorized to issue instructions to its employees. The employees are not integrated into the operation of the client. The client can only give instructions to the project manager of the XLC, not directly to the individual employees.
2.3 XLC will comply with the specifications of the client and perform the services according to the current state of the art when placing the order.
2.4 Guarantees of quality require the express prior written confirmation of XLC.
2.5 XLC may prepare discussion notes about the discussions about clarifying or changing contractual conditions, in particular of the subject matter of the contract. The notes become binding on both sides if XLC leaves them to the client and does not raise any objections in writing within 2 weeks (10 working days).
2.6 XLC reserves the right to replace an employee at any time by another employee with the necessary qualifications. XLC can also use freelancers and employees of other companies as part of its order fulfillment.
2.5 XLC may prepare discussion notes about the discussions about clarifying or changing contractual conditions, in particular of the subject matter of the contract. The notes become binding on both sides if XLC leaves them to the client and does not raise any objections in writing within 2 weeks (10 working days).
2.6 XLC reserves the right to replace an employee at any time by another employee with the necessary qualifications. XLC can also use freelancers and employees of other companies as part of its order fulfillment.
2.7 If the services can not be provided for reasons for which XLC is not responsible, the agreed times shall nevertheless be invoiced, unless the client can prove that the XLC employees concerned could be used elsewhere. This does not apply if the client has agreed upon an agreed service in good time, i. Canceled in writing no later than 10 working days before the agreed date of performance.
2.8 If XLC has taken out insurance for the purpose of hedging its payment claims, XLC shall only be obliged to fulfill the contract as long as the insurer fully maintains its coverage. If the insurer withdraws its cover in full or in part, XLC is entitled to extraordinary termination rights. XLC retains the right to terminate without notice in the event of late payment, insolvency or imminent bankruptcy. In the event of termination, XLC has a full claim for compensation for the services rendered up to the termination.
2.8 If XLC has taken out insurance for the purpose of hedging its payment claims, XLC shall only be obliged to fulfill the contract as long as the insurer fully maintains its coverage. If the insurer withdraws its cover in full or in part, XLC is entitled to extraordinary termination rights. XLC retains the right to terminate without notice in the event of late payment, insolvency or imminent bankruptcy. In the event of termination, XLC has a full claim for compensation for the services rendered up to the termination.
3. Remuneration and payment
3.1 All services will be invoiced according to actual expenses in accordance with the valid XLC price list for consulting services. The client is aware that XLC adapts the prices and conditions to the economic developments. The valid price list for consulting services will be left to him on request at any time. Changes to the XLC price list will be communicated in writing to the client three months in advance. The billing of the XLC services takes place monthly with listing of activity logs and billing.
3.2 Payments are due immediately upon receipt of the invoice by the customer. Discount is not granted.
3.3 VAT at the statutory rate will be charged additionally.
3.4 The basis for the calculation of the travel or ancillary costs is the registered office of the consultant, who is named by name in the order or offer.
3.3 VAT at the statutory rate will be charged additionally.
3.4 The basis for the calculation of the travel or ancillary costs is the registered office of the consultant, who is named by name in the order or offer.
4. Involvement of the client
4.1 The client fully supports XLC in the provision of services, in particular by precise and written fixing of the specifications for the project manager or coordinator, immediate answering of questions, intermediate inspections of the work results, tests, etc. Disadvantages and additional costs of a breach of this obligation shall be borne by the client.
4.2 For the services to be performed, the client must create the necessary conditions at his own expense (workplace, computer time, access to hardware and software, use of telecommunication facilities such as remote system access, authorizations, backups / backup of systems, etc.).
4.2 For the services to be performed, the client must create the necessary conditions at his own expense (workplace, computer time, access to hardware and software, use of telecommunication facilities such as remote system access, authorizations, backups / backup of systems, etc.).
4.3 The Client shall designate a contact person, who will be available to XLC for necessary information and who will make or promptly make decisions.
4.4 The customer is responsible for securing his data according to the state of the art. In the absence of any express written notice, XLC employees always assume that all data they may come in contact with is secure.
4.4 The customer is responsible for securing his data according to the state of the art. In the absence of any express written notice, XLC employees always assume that all data they may come in contact with is secure.
5. Appointment
5.1 Appointments are defined jointly between the client and XLC. They are not binding, unless they are expressly designated as binding.
5.2 XLC is not responsible for disruptions caused by strikes, lockouts, force majeure, loss of employees without fault, delay in subcontracting, official intervention and similar circumstances. If XLC is hindered in the performance of the order due to circumstances such as this or due to the customer's co-operation or information, deadlines will be extended for the duration of the disability and for a reasonable start-up time after the end of the disability. XLC will notify the client of the impediment.
5.2 XLC is not responsible for disruptions caused by strikes, lockouts, force majeure, loss of employees without fault, delay in subcontracting, official intervention and similar circumstances. If XLC is hindered in the performance of the order due to circumstances such as this or due to the customer's co-operation or information, deadlines will be extended for the duration of the disability and for a reasonable start-up time after the end of the disability. XLC will notify the client of the impediment.
5.3 If XLC is in default, the client may terminate the contract in whole or in part after unsuccessful grace period. Reminders and extensions of time must be in writing. Additional deadlines must be at least 15 working days. Services already provided will be charged in accordance with Chapter 3. For any claims for damages chapter 10 applies.
6. Copyright
The software that XLC creates or changes for the client is protected by copyright. All rights to the software, in particular the comprehensive copyright with all authority over all programs, documents, concepts and information provided during the execution of the contract, are exclusively the exclusive property of XLC, even if these objects were created by specifications or cooperation of the client.
The client has the right to use these items in their own company and is entitled to XLC 's written consent for distribution to companies with which the
Client according to § 15 AktG ("group company").
Client according to § 15 AktG ("group company").
7. Acceptance for work performances
7.1 The client will declare acceptance in writing immediately after delivery or service. The acceptance may only be refused for material or non-remediable defects (defect class 1, ie no productive use possible). In general, all faulty deliveries and services are subject to a double rectification right by the XLC.
7.2 If the client does not give a statement within 2 weeks after delivery or service, this is deemed to be a faultless acceptance.
7.2 If the client does not give a statement within 2 weeks after delivery or service, this is deemed to be a faultless acceptance.
7.3 XLC may require isolated performance assessments to be made in respect of supplies or services that are either segregated or separately usable.
7.4 A productive use of deliveries, services or work results of the XLC by the client (also partially productive uses) are automatically considered as accepted.
7.4 A productive use of deliveries, services or work results of the XLC by the client (also partially productive uses) are automatically considered as accepted.
8. Warranty for work services
8.1 The customer has to report any defects discovered by him immediately in writing at each partial acceptance. A supplementary performance claim can no longer be asserted if the customer has not notified the defect in writing within two weeks after partial acceptance.
8.2 In the event of performance defects, XLC initially has the option of two-time repair or may offer alternative solutions. Claims of the client to reduce the agreed remuneration or resignation are excluded, as long as attempts to improve
8.2 In the event of performance defects, XLC initially has the option of two-time repair or may offer alternative solutions. Claims of the client to reduce the agreed remuneration or resignation are excluded, as long as attempts to improve
XLC persist and did not finally fail. The client will describe any defects as detailed as possible. The obligation to cooperate of the client according to Chapter 4 also applies to the rework. The period of limitation for warranty claims is one year.
8.3 For damages chapter 10 applies. Other claims are excluded, e.g. on reimbursement of expenses in the event of a remedy of a defect by third parties.
8.3 For damages chapter 10 applies. Other claims are excluded, e.g. on reimbursement of expenses in the event of a remedy of a defect by third parties.
9. Privacy
Information about our privacy policy can be found at www.xlc.de/datenschutz
10. Liability
10.1 XLC shall pay compensation for whatever legal reason (for example, non-performance, impossibility, warranty, delay, culpability in the conclusion of the contract, secondary liability or tort) only in the case of intent
10.1.1 in full;
10.1.2 in other cases only for breach of a material obligation (gross negligence), if this endangers the purpose of the contract, but limited to a total of € 50,000, -. For default and impossibility but always limited to a total of € 25,000, -. Further liability of the XLC is excluded. The objection of contributory negligence remains open. The legal liability for personal injury and under the Product Liability Act remains unaffected.
10.1.1 in full;
10.1.2 in other cases only for breach of a material obligation (gross negligence), if this endangers the purpose of the contract, but limited to a total of € 50,000, -. For default and impossibility but always limited to a total of € 25,000, -. Further liability of the XLC is excluded. The objection of contributory negligence remains open. The legal liability for personal injury and under the Product Liability Act remains unaffected.
10.2 For claims of the client from non-performance, impossibility, delay, culpability at the conclusion of the contract, secondary liability or termination of contract is a limitation period of one year. It begins with the time of the damage.
11. Rights of third parties
11.1 XLC warrants that the transfer of powers under Chapter 6 does not conflict with third party rights. Otherwise, the client may terminate the contract without notice after a written deadline with threat of termination, unless XLC provides him with a legally flawless use of contractual software. For claims for damages of the client chapter 10 applies.
11.2 XLC will at its own expense defend claims that third parties raise against the client for infringement of intellectual property rights due to the performance of XLC. The client may not recognize such claims on its own initiative. He authorizes the XLC to take over the dispute with the third party in and out of court alone; XLC keeps him free from claims, as far as these demands are not based on his behavior. The client informs XLC immediately, in writing and comprehensively of claims asserted by third parties.
12. Confidentiality and safekeeping
12.1 XLC undertakes to treat information that is marked as confidential confidentially and to delete the data provided by the Client upon written request of the Client and to destroy the documents provided by him (the costs shall be borne by the Client) or return. XLC complies with data protection law and requires its employees and suppliers to do so. XLC may process data of the client by machine. XLC reserves the right to retain documents for order documentation.
12.2 The client undertakes to keep all objects of the contract secret from third parties and not to pass them on or publish them. Employees and third parties who have access to contractual objects must be instructed in writing about existing copyrights and confidentiality obligations and be obliged to comply with them directly in favor of XLC.
12.3 The client carefully stores the contractual objects, in particular any source programs and documentation that may have been handed over to prevent misuse.
12.3 The client carefully stores the contractual objects, in particular any source programs and documentation that may have been handed over to prevent misuse.
13. Final provisions
13.1 Contract modifications and supplements must be made in writing. This also applies to the repeal of this written form clause. Verbal collateral agreements are not met.
13.2 Place of jurisdiction for all disputes between the contractual partners is Darmstadt. Before any legal proceedings, the contracting parties are required to carry out an out-of-court settlement attempt, possibly with the involvement of knowledgeable third parties or arbitration proceedings, unless such an attempt appears unsuccessful.
13.2 Place of jurisdiction for all disputes between the contractual partners is Darmstadt. Before any legal proceedings, the contracting parties are required to carry out an out-of-court settlement attempt, possibly with the involvement of knowledgeable third parties or arbitration proceedings, unless such an attempt appears unsuccessful.
13.3 The law of the Federal Republic of Germany applies exclusively.