General Terms and Conditions (as of 08.2019)
1. Validity of the contract conditions
1.1. Unless otherwise agreed, these General Terms and Conditions (GTC) shall apply exclusively to all deliveries, services and offers in business transactions. Insofar as the GTC do not contain any provisions, the statutory provisions shall apply. Other contractual conditions do not become part of the contract, even if Jodocus GmbH does not expressly contradict them. Otherwise the general regulations apply.
1.2. Even if this is not referred to again when concluding similar contracts, the General Terms and Conditions of Jodocus GmbH shall apply exclusively in the version available at www.jodocus.io at the time of the Customer’s declaration, unless the contracting parties agree otherwise in writing.
2. Conclusion of contract
2.1. Offers of Jodocus GmbH are subject to confirmation and non-binding, unless the offer is described in writing as binding. A legal commitment only comes about by a signed contract, a written order confirmation or by the fact that Jodocus GmbH begins with the contractual provision of services. The Jodocus GmbH can require written confirmations of verbal contract declarations of the customer.
2.2. The customer is bound for four weeks to declarations for the conclusion of contracts (contract offers).
3. Scope of delivery and performance
3.1. In the case of the delivery of software, a download option shall be made available. The quality of the license software is based exclusively on the license conditions and the license certificates of the respective manufacturers, which can be viewed and printed on the respective homepage of the manufacturer. Documents shall be made available in electronic form – as a rule – in English or offered for download
3.2. The scope, type and quality of the deliveries and services shall be determined by the con- tract signed by both parties or the order confirmation of Jodocus GmbH, otherwise by the offer of Jodocus GmbH in conjunction with the respective license terms of the manufacturer. Product descriptions, representations, test programs etc. are performance descriptions, but no guarantees. The customer has no claim to the surrender of the source program.
4. Grant of rights
4.1. The customer receives a right to use the software according to the respective license regulations of the manufacturer, which can be viewed and printed on the respective homepage of the manufacturer.
4.2. The software (program and electronic user manual) is legally protected. The copyright, pa- tent rights, trademark rights and all other ancillary copyrights to the software as well as to other objects, which Jodocus GmbH transfers or makes accessible to the customer within the framework of the initiation and execution of the contract, are exclusively entitled to Jodocus GmbH or in case of license software to the respective manufacturer in the relationship of the contractual partners. As far as the rights belong to third parties, Jodocus GmbH has corresponding exploitation rights.
4.3. The customer is only entitled to use the program to process his own data in his own company for his own purposes. All data processing devices (e.g. hard disks and central units) to which the programs are copied or transferred in whole or in part, temporarily or permanently must be located on the Customer’s premises and in the direct possession of the Customer. Further contractual rules of use (e.g. limitation to a number of workstations or persons) shall be technically set up and practically observed. Jodocus GmbH herewith grants the customer the necessary powers for this use as a simple right of use, including the right to eliminate errors.
4.4. All other acts of exploitation, in particular renting, lending and distribution in physical or non- physical form, use of the software by and for third parties (e.g. outsourcing, computer centre activities, application service providing) are not permitted without the prior written consent of Jodocus GmbH.
4.5. Contract objects, documents, suggestions, test programs etc., which become accessible to the customer before or after conclusion of the contract, are considered as intellectual property and as business and trade secrets of Jodocus GmbH. They may not be used in any way without written permission of Jodocus GmbH and are to be kept secret according to clause 11.
5. Time of performance, delays, place of performance
5.1. Information on dates of delivery and performance are non-binding, unless Jodocus GmbH has designated them in writing as binding. The Jodocus GmbH can render partial performances, as far as the delivered parts are useful for the customer.
5.2. Delivery and performance periods shall be extended by the period in which the customer is in default of payment under the contract and by the period in which Jodocus GmbH is prevented from delivering or performing due to circumstances for which it is not responsible, and by a reasonable start-up period after the end of the reason for the delay. These circum- stances also include force majeure and industrial action. Deadlines shall also be deemed extended by the period in which the Purchaser, contrary to the terms of the contract, fails to cooperate, e.g. does not provide information, does not provide access, does not provide assistance or does not make employees available.
5.3. If the contracting parties subsequently agree on other or additional services that affect agreed deadlines, these deadlines shall be extended by an appropriate period.
5.4. Reminders and deadlines set by the customer must be in writing in order to be effective. A grace period must be reasonable. A period of less than two weeks is only reasonable in the case of special urgency.
5.5. For all services the registered office of Jodocus GmbH is the place of performance.
6. Contract binding and contract termination
6.1. Any termination of the further exchange of services (e.g. in the event of rescission, reduction, termination for an important reason, damages in lieu of performance) must always be threat- ened with elimination (usually at least two weeks) by stating the reason and setting a reasonable deadline and can only be declared within two weeks after expiry of the deadline. In the cases prescribed by law (cf. § 323 para. 2 BGB), the setting of a time limit may be waived. Whoever is responsible for the disruption in whole or in part may not demand rescission.
7. Remuneration, payment
7.1. The agreed remuneration is due without deduction after delivery of the software and receipt of the invoice by the customer and is payable within 14 days.
7.2. All prices shall be subject to the statutory value added tax at the applicable rate.
7.3. The customer can only set off against claims undisputed by Jodocus GmbH or legally es- tablished. Except within the scope of § 354 a HGB (German Commercial Code), the customer may only assign claims from this contract to third parties with the prior written consent of Jodocus GmbH. The customer is only entitled to a right of retention or the defence of non- performance of the contract within this contractual relationship.
8. Obligations of the purchaser
8.1. The customer is obliged to have all delivery items of Jodocus GmbH inspected by a competent employee immediately after delivery or after making them accessible according to the commercial law regulations (§ 377 HGB) and to give written notice of detected defects with an exact description of the defect. The Customer shall thoroughly test each module for usa- bility in the specific situation before commencing productive use. This also applies to pro- grams which the customer receives within the scope of the warranty and a maintenance contract.
8.2. The Purchaser shall take reasonable precautions in the event that the program does not work properly in whole or in part (e.g. by data backup, fault diagnosis, regular testing of the results, emergency planning). It is his responsibility to ensure the functionality of the working environment of the program.
9.1. Jodocus GmbH shall only pay damages or compensation for futile expenses, no matter for what legal reason, to the following extent:
9.1.1. The liability for intent and warranty is unlimited.
9.1.2. In case of gross negligence Jodocus GmbH is liable to the amount of the typical damage foreseeable at the time of conclusion of the contract.
9.1.3. In case of non grossly negligent violation of such an essential obligation that the achievement of the purpose of the contract is endangered (cardinal obligation; in particular default), Jodocus GmbH is liable in the amount of the typical and foreseeable damage at the time of the conclusion of the contract, however, at most 5 times the remuneration owed.
9.2. In the event of injury to life, limb and health and in the event of claims arising from the Product Liability Act, the statutory provisions shall apply without restriction.
9.3. In particular, the customer is obliged to back up data and to defend against malicious soft- ware in accordance with the current state of the art.
10. Beginning and end of the purchaser’s rights
10.1. Ownership of delivered hardware and the rights under Clause 4 shall not pass to the Purchaser until full payment of the contractual remuneration has been made. Prior to this, he shall only have a provisional right of use, a right of use under the law of obligations and a revocable right of use in accordance with paragraph 2.
10.2. Jodocus GmbH can revoke the rights according to clause 3 for important reasons. An im- portant reason exists in particular if Jodocus GmbH cannot reasonably be expected to ad- here to the contract, in particular if the customer does not pay the remuneration or violates clause 4 in a significant way.
10.3. If the rights according to clause 4 do not arise or if they end, Jodocus GmbH can demand from the customer the return of the provided objects or the written assurance that they have been destroyed, furthermore the deletion or destruction of all copies of the objects and the written assurance that this has happened.
11.1.The contracting parties undertake to treat as confidential all items (e.g. software, documents, information) which are legally protected or which contain business or trade secrets or are designated as confidential, and which they receive or become aware of before or during the execution of the contract from the respective other contracting party, even after the end of the contract, unless they are publicly known without breach of the obligation to maintain secrecy. The contracting parties shall keep and secure these objects in such a way that access by third parties is excluded.
11.2. The Customer shall make the Contract Objects accessible only to employees and other third parties who require access for the performance of their official duties. He shall instruct these persons about the need for secrecy of the objects.
11.3. Jodocus GmbH processes the data of the customer necessary for the business transaction in compliance with the data protection regulations. Jodocus GmbH may name the customer as a reference customer after successful completion of the services.
12.1. Amendments and supplements to the contract must be made in writing in order to be effective. The written form requirement can only be waived in writing. In order to comply with the written form, it shall also be sufficient to transmit it in text form, in particular by fax or e-mail.
12.2. The law of the Federal Republic of Germany shall apply to the exclusion of the UN Conven- tion on Contracts for the International Sale of Goods. Place of performance and jurisdiction for all disputes arising from and in connection with this contract is the registered office of Jodocus GmbH for contracts with merchants.
12.3. Should a provision or a part of a provision of this contract be or become invalid, the validity of the remaining provisions of this contract shall not be affected. The ineffective provision shall be replaced by an appropriate provision that comes as close as possible to what the parties would have wanted if they had considered the point when concluding this contract.