Terms of Service
of Nuveon GmbH (hereinafter referred to as Nuveon)
§ 1 SCOPE OF APPLICATION
(1) Our general terms and conditions apply to all legal relationships with our customers, excluding any different terms and conditions of the customer. A deviation from this can only be made with written confirmation from Nuveon.
(2) The customer expressly waives the use of his terms and conditions with his offer and/or the order and/or the order confirmation or other legal declarations. Any formulated exclusions from our general terms and conditions in framework conditions, framework agreements, supply contracts or similar, which would lead to the inapplicability of our general terms and conditions, are hereby excluded by mutual agreement between the parties.
§ 2 OFFER / ACCEPTANCE
(1) Advertising, letters, offers, advertisements, online offers, other offers and the like on our part merely represent an invitation to submit an offer to our customers in the legal sense.
(2) With the order or inquiry by the customer, the customer makes a binding offer to us with a binding period of 6 weeks. The acceptance on our part takes place through an order confirmation in text form (e-mail / fax / letter) and/or through the start of the provision of the ordered service within the commitment period.
§ 3 PRICES
(1) All our prices apply ex works (Nuveon).
(2) If Nuveon works for the customer, Nuveon is entitled to charge for the additional expenses incurred.
(3) Unless otherwise expressly agreed, our prices are exclusive of any freight costs, postage costs, packaging costs, transfer fees of any kind and the like.
(4) Our customer must pay the invoice within 10 days of receipt without deduction. Proof of receipt is deemed to have been provided on our part with proof of dispatch to Nuveon with the addition of 2 working days.
(5) Nuveon is expressly entitled to issue advance invoices and/or sales invoices to the customer. If the customer is in arrears with the payment of invoices, Nuveon is released from all contractual obligations arising from all existing contracts with the customer for the duration of the customer's arrears. Further claims by Nuveon remain unaffected.
(6) Within the framework of contractual agreements that involve the provision of services over a period of more than two months, Nuveon is entitled to pass on to the customer any demonstrable cost increases that occur after the conclusion of the contract on a pro rata basis for the services and deliveries. The customer gives his express consent to this.
If Nuveon's price increase is more than 20%, the customer has the right to withdraw within one week of receipt of notification of the increase in price. Receipt of the message is deemed to have been proven with proof of dispatch at Nuveon plus 2 working days. It is further agreed that in the case of contracts with Nuveon, which include divisible deliveries and services, the customer only has the right to terminate the above-mentioned price increases of more than 20% with regard to the part of the contract affected.
§ 4 PROVISION OF SERVICES ON TRIAL
(1) Sample deliveries and services by Nuveon must be checked by the customer within 10 days of being made available.
(2) Trial services and deliveries are only those that are expressly designated as such.
(3) If the deadline is exceeded by 10 days without the customer complaining, the performance and delivery of trial services and deliveries shall be deemed to have been firmly accepted by Nuveon at the usual price for the service and delivery, in accordance with Nuveon's prices.
§ 5 DATES
Our company's delivery and service dates are generally agreed with the customer as non-binding. If, as an exception, binding delivery and service periods have been individually agreed, these do not begin before the customer has provided the documents, data, approvals, releases and other information that may be required.
§ 6 FORCE MAJEURE
In all cases of force majeure, such as wars, natural disasters, pandemics, local epidemics and the like, as well as the effects of labor disputes, unforeseen events and delays or failures of Nuveon's subcontractors, Nuveon's obligation to perform in good time is no longer applicable and any delivery and service periods are extended accordingly. Nuveon is also entitled to withdraw from the contract in the event of the above delivery obstacles lasting more than one month.
§ 7 PARTIAL SERVICES
Nuveon is expressly permitted to make partial deliveries and services.
§ 8 SERVICE CONTENT
Nuveon is expressly entitled to make changes to the subject matter of the service as long as the service is not significantly changed and the changes are reasonable for the customer.
§ 9 TRIAL RELEASE
If the customer releases performance samples to Nuveon, all deliveries and services from Nuveon that meet the specification of the sample are approved by the customer as being free of defects.
§ 10 PURPOSE AGREEMENTS
The purpose of use confirmed by Nuveon in the order confirmation is agreed between the customer and Nuveon.
§ 11 ACCEPTANCE
(1) If the customer is more than 10 days in arrears with the acceptance of the goods after Nuveon has made them available, Nuveon is entitled, after setting a grace period of a further 10 days, to withdraw from the contract and / or to demand compensation for non-performance and / or delay damages to assert against the customer. It is not necessary to set a grace period if the customer has refused acceptance.
(2) The commissioning of the delivery / service by Nuveon by the customer is considered acceptance in the legal sense.
§ 12 CONTRACTUAL PENALTIES
Insofar as our customer has agreed contractual penalties - of whatever type - with his customers, it is expressly agreed that the customer's liability for contractual penalties cannot be charged to Nuveon if Nuveon has not been informed in writing by the customer before the conclusion of the contract between Nuveon and the customer about the agreed contractual penalty of the Customer was informed with his customer.
§ 13 PROPERTY RIGHTS
Nuveon has the exclusive protective, patent, name, copyright and other rights to all services and supplies delivered and/or developed by you as well as the associated service documents, product information, product designs, product software, source codes and the like, insofar as these rights are not already legally effective are entitled to third parties.
§ 14 EXCLUSIVITY
It is expressly made clear that Nuveon does not provide the services and deliveries exclusively for the customer. In this regard, Nuveon is expressly entitled to develop deliveries and services of the same or similar scope for third parties or to provide them to third parties and to develop the design used for the services and deliveries in the same or similar form for third parties or to provide third parties with them.
§ 15 ADVERTISING
Nuveon is expressly permitted to advertise on the market with its deliveries and services that have the same or similar scope of services.
§ 16 FURTHER DEVELOPMENTS
It is expressly agreed between the customer and Nuveon that further developments of the products developed by Nuveon as part of the provision of services to the customer are the exclusive legal property of Nuveon and that Nuveon owns all intellectual property rights to these further developments of Nuveon.
§ 17 DUPLICITY / USE
It is expressly agreed that the customer shall refrain from using and/or duplicating the provided services and products from Nuveon for any purpose other than for contractually agreed purposes, in the same or similar form, and/or third parties, without the express consent of Nuveon, for a fee or free of charge.
§ 18 DATA PROTECTION
When providing the services of Nuveon, the customer is obliged to fully comply with all data protection regulations and to ensure that any data required for the provision of services does not constitute a violation of data protection regulations. This applies in particular to personal data that Nuveon becomes aware of or receives in connection with the provision of services for the customer.
§ 19 WARRANTY / LIABILITY
(1) Warranty to the customer for the freedom from defects of the contractual services is agreed for 6 months from acceptance unless legally binding, non-waivable standards foresee further liability.
(2) Regardless of the legal reason, Nuveon's liability towards the customer is limited to a maximum amount of 5% of the turnover of the contract from which the damage event results per year and per damage event, unless Nuveon has a further liability under statutory law mandatory, non-waivable right exists.
(3) For customers with a cloud license model, the required cloud servers are operated by Hetzner and maintained by nuveon. The current network availability of Hetzner also applies, which you can view at https://www.hetzner.com/de/legal/terms-and-conditions/. Nuveon is not liable for network availability. Nuveon performs customer backups (backup copies) at least once a day.
§ 20 ASSIGNMENT / SUBCONTRACTOR
(1) Nuveon is permitted to assign and transfer its rights and obligations arising from the contracts with the customer to third parties.
(2) The customer requires the express prior written consent of Nuveon for the assignment and transfer of rights and obligations from the contracts with Nuveon to third parties.
§ 21 REVERSAL
The customer is obliged to return all documents, data, information, uses, etc. not acquired during the contract period to Nuveon immediately at the end of the contract, regardless of whether they were provided in mental or physical form. Any personal or other data must be completely deleted by the customer at the request of Nuveon, unless the customer is obliged to keep them due to official or legal requirements.
§ 22 SERVICE PROVISION AT THE CUSTOMER
(1) If the provision of services at the customer's is agreed, the customer is obliged to provide all necessary preparations, tools, specialists and assistants as well as the necessary premises and conditions at his own expense. The same applies to the necessary power, data and internet connections as well as any necessary protective clothing and any necessary social rooms.
(2) When services are provided, by Nuveon and on-site at the customer's site, the customer is obliged to inform Nuveon of all relevant safety regulations before the service is provided and to enable Nuveon to comply with these within the scope of the service provision at the customer's expense, insofar as these are aids, safety clothing or similar is required.
§ 23 CONTRACT DURATION & TERMINATION
The program maintenance and support contract is concluded for an indefinite period of time and begins with delivery of the software. The contract is extended by one year unless it is terminated in writing with three months' notice to the end of the year.
§ 24 MISCELLANEOUS
(1) The place of performance is Nuveon's registered office.
(2) The place of jurisdiction is the court responsible for Nuveon.
(3) Only formal and substantive German law applies, excluding those provisions of private international law that would lead to the application of foreign legal norms, as well as excluding bilateral and multinational provisions (UN Sales Convention, CISG).
(4) Subsidiary agreements in addition to these terms and conditions have not been made and can only be made in writing. A deviation from the written form requirement can only be agreed in writing. An implied deviation between the parties is expressly excluded.
§ 25 SEVERABILITY
Should individual provisions of this contract be ineffective, partially ineffective or unenforceable, this shall not affect the effectiveness of the remaining provisions. In place of the ineffective, partially ineffective or unenforceable provision, the parties agree to set a regulation that comes closest to the meaning and purpose of the ineffective, partially ineffective or unenforceable provision. If the parties do not reach such an agreement, the invalid, partially invalid or unenforceable provision shall be replaced by the statutory provision that comes closest to the meaning and purpose of the invalid, partially invalid or unenforceable provision, at the request of the parties.