General Terms and Conditions
The following terms and conditions apply to contracts with the inside Beteiligungs- & Vertriebsgesellschaft mbH, the inside Gesellschaft für Lern- & Informationssysteme mbH, the inside Verlag für neue Medien GmbH, the inside Gesellschaft für Mediendesign & Kommunikation mbH and the inside Akademie GmbH.
Current at: March 2017
1.1. The following general terms and conditions are final for all business relationships between inside and its clients. Terms and conditions which are laid down by clients and which differ from the following are not recognized by inside.
This also applies in cases where clients' terms and conditions are not expressly contradicted. The following provisions apply to contracts subsequently drawn up between inside and a client.
1.2. Should one or more of these provisions be or become inapplicable, the other provisions remain applicable.
1.3. Contractual rights and obligations between inside and its clients are only transferable with the agreement of all respective affected parties.
1.4. Exclusively the law of the Federal Republic of Germany applies for all contractual relationships. Should this law refer to laws of other countries, these other foreign laws remain inapplicable. The United Nations Convention on Contracts for the International Sale of Goods (CISG) remains explicitly excluded.
1.5. When the client is a merchant, the place of jusrisdiction is Aachen.
2. Individual Contracts
The services provided by inside as well as the project-specific provisions – including remuneration and necessary schedules or deadlines - are set out in respective individual contracts.
3. Inspection and Complaint Obligations
3.1. The client is obligated to test any hard- and software supplied by inside and to report any defects to inside in writing without delay.
3.2. Complaints of defects do not affect the client's obligations to provide any payments.
3.3. The client has no claim to access to inside's premises, documents or data for inspection or monitoring purposes.
4. Delivery, Liability for Defects
4.1. When the services delivered by inside relate to the goods delivered, the client must accept the goods upon request from inside.
If the client refuses to accept the goods the client must inform inside management of the precise fault without delay and within 14 calendar days of the refusal by way of a detailed error report sent via email, telefax or in writing.
If no refusal or fault report is received by inside within the stipulated timeframe, the goods taken as accepted. The client may not refuse work due to minor defects.
4.2. The partial or full operational use of the goods by the client denotes the acceptance of the goods.
4.3. For individual contracts in which separate deliveries of goods are included, inside must make the respective goods available to the client once completed and request their acceptance by the client. The provisions listed under 4.1 and 4.2 also apply to the acceptance of partial goods by the client.
4.4. If the individual contract between inside and the client is a contract for goods and services, inside has the right to remediate any defects encountered through delivery of a replacement or update at its own discretion.
4.5. Should inside in the case of a contract for purchase not be able to remediate any defects i.e. the remediation fails two times, the client has the right to withdraw or to reasonably reduce the purchase price at its discretion.
4.6. Any claims for defects lapse after a time period of 12 months and become inapplicable. This time period begins with the acceptance of the goods for a contract for goods and services delivered and in the case of a contract for purchase with the delivery of the contractual object.
4.7. Should inside, upon request of the client, supply services which inside are not legally obligated to provide (concerning warranties for defects) inside has the right to invoice the client at the current daily rate set by inside.
5. Price, Payment Terms
5.1. Providing that no agreements to the contrary are stipulated in an individual contract, all invoices are to be paid within 14 calendar days of receival by the client.
5.2. All prices are to be paid in euros in additon to the applicable legal goods and services tax.
5.3. Off-setting costs due to claims by the client is only permissible if the claims are indisputed or are legally binding.
6. Reservation of Property Rights
6.1. The products delivered by inside remain the property of inside until all payments have been received by inside in accordance with the stipulations of the respective indivdual contract.
6.2. Should the inside's claim to property expire due to a merger, the respective proportional value remains the possession of inside.
7. Usage Rights
7.1. Providing the individual contracts contain no provisions to the contrary, the client receives basic usage rights to the results of the work. The exclusive usage rights to the resulting work lie with inside.
7.2. Providing contractual objects pertaining to the individual contracts are the creation of or the selling of software (including standard as well as customized software) the client receives the right to use the software in the form of machine readable code – or object code – once full respective payment is received by inside.
If a business is granted usage rights, these usage rights pertain to the use within internal operations on the premises of that business, providing no other agreement has been met.
Should the client be a consumer, the client may only use the software at a workstation (single user rights) at a single location. The client may not provide access to the software via a local area network, intranet or internet unless a resepctive agreement to the contrary has been met.
7.3. Providing the individual contracts do not contain Any source codes and the rights to their usage are not considered contractual objects and any rights to their usage is not transferred to clients.
7.4. Results of work such as documents including underlying ideas, designs and concepts which the client receives free of charge within the framework of proposals or pitches may not be used by the client for any other purpose other than that described in that proposal or pitch. All usage of the received materials additional to that described in the proposal or pitch requires prior written consent from inside. The exclusive usage rights to the results of work are retained by inside.
8.1. Providing it does not concern considerable contractual obligations, any liability for minor damage or loss resulting from negligence (that is obligations vital to the carrying out of the contract, violations of which endanger the completion of the contract, and whose fulfillment is regularly trusted) is limited to the damage which typically arises and which is predictable. This applies in particular to profits.
8.2. Liability for intent, gross negligence, guarantee, malice, deficiency in title, personal injury and liability pertaining to product liability laws remain unaffected by the abovementioned provisions.
8.3. Liability for the recovery of data is limited to the costs necessary to recover the data providing it is not certain that the lost data can be reconstructed from backup data with justifiable expenditure.