General Terms and Conditions
§1 Validity of conditions
Subject to deviating agreements in the individual case, contracts with us are concluded exclusively in accordance with the following provisions. With the placing of the order, the client agrees to our conditions. Conflicting or deviating conditions of the client shall be binding for us only if they have been accepted expressly. This must take place in writing. Our conditions shall apply even if we carry out / render the delivery/service without any reservation in spite of knowledge of conflicting or deviating conditions of the customer.
These general terms and conditions shall apply to all our deliveries and services and to all duties resulting from an obligatory relation with the client.
§2 Scope of services
IS Innovations Solutions AG assures the client of availability as well as correct transaction of the order within the scope of the specified time. The times specified in the order confirmation / offer are to be understood merely as standard values. The respective deadlines will be arranged and synchronized according to the volumes of orders and project meeting.
§3 Contract conclusion
The client is bound by its signature under the order or by verbal contract award. IS Innovations Solutions AG can accept this offer at its option immediately after contract award by sending an order confirmation or by starting to work. An order confirmation shall be deemed as accepted by the client if the client does not immediately object.
§4 Contract cancellation
Contract cancellations must be submitted by the client within three days of contract award. With short-term appointment cancellation (less than 5 working days before the start of the order), IS Innovations Solutions AG reserves the right to charge up to 1/3 of the scheduled order volume as a cancellation fee (see Appendix 1). Incurred cancellation or transfer charges will be assumed by the client in any case. The client is entitled to furnish proof of lesser damage.
The contractual relationship can be cancelled at any time by client or contractor without giving reasons and observing the following terms of notice:
• With a contract term of one to six month(s), a cancellation period of four weeks applies.
• With a contract term of seven to twelve months, a cancellation period of three months applies.
• With a contract term of twelve ore more months, a cancellation period of six months applies.
Cancellation without immediate effect requires substantiation and can be made only if continuation of the contract is no longer possible for one party from any perspective (such as e.g. with behavior in breach of contract, malicious injury of legally protected interests of one contracting party, considerable delay in payment, ongoing defective performance etc.).
Cancellation has to be made in writing in any case. The burden of proof with regard to cancellation in due time shall be borne by the cancelling party.
The respective remunerations agreed in the individual case apply. In the event of the absence of such an agreement, the most recent terms agreed between the client and IS Innovations Solutions AG shall apply.
The rendered services will be invoiced directly following service provision to the extent of the services rendered. Records of work performance and expenditure that have not been claimed within six working days shall be deemed to be accepted.
Invoices are due strictly net, immediately, and without deduction. Prepayment requires a separate agreement between client and contractor.
Unless explicitly accounted for, daily rates and flat rates specified in the offer do not include travel expenses, journey times, and accommodation expenses. With long-term projects, IS Innovations Solutions AG reserves the right to interim billing. For each individual interim bill, the above named conditions shall apply. With new customers and order values of more than € 5,000, IS Innovations Solutions AG reserves the right to demand a partial payment in the amount of 50%. With a delay in payment of more than 30 days after the receipt of invoice, we will charge default interest on the net invoice amount according to the respective base rate of the Deutsche Bundesbank.
The right of the client to offsetting is limited to claims that are determined without further legal recourse, undisputed or recognized by IS Innovations Solutions AG. The client is also authorized to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship.
All prices are including legal VAT.
§6 Reasons for hindrance
IS Innovations Solutions AG endeavors to observe agreed deadlines. If IS Innovations Solutions AG is unable to perform its services by acts or events of sovereign power, force majeure, and eventualities of another kind such as e.g. industrial action and lockout, or by other events that are not the responsibility of IS Innovations Solutions AG, or if it does not receive deliveries from a presupplier demonstrably through no fault of its own, then Innovations Solutions AG shall be entitled to withdraw from the contract. The client shall be obligated to accept performance within the agreed period of time. If the client violates its obligation in this respect, IS Innovations Solutions AG can hold the client responsible for the damage arising for IS Innovations Solutions AG.
The scheduled performance of the order/project in the specified extent is impossible if, among other reasons,
• legal security of the client is not given,
• the client does not provide the required human resource, capacity and financial resources,
• payments and contract commitment cannot be kept for any reasons or are delayed.
Unless otherwise provided for in these general terms and conditions, IS Innovations Solutions AG, its legal representatives, executive staff members and agents shall be liable for compensation on account of violation of contractual or non-contractual liabilities only in the event of malice or gross negligence. The client must inform IS Innovations Solutions AG in writing of apparent defects immediately, however, no later than within two weeks of acceptance. Defects that cannot be detected within this period in spite of thorough examination must be communicated to IS Innovations Solutions AG in writing immediately after discovery thereof.
IS Innovations Solutions AG is obligated to assume at its own expenses all suitable measures in the event of defects inasmuch as these have been demonstrably caused by its own fault. The client shall insofar be entitled to supplementary performance (§635 of the Civil Code). Compensation for further damage or loss shall be precluded excepting malice and/or gross negligence in performance on the part of IS Innovations Solutions AG. After two unsuccessful subsequent improvements by the contractor, the client can assert claims for damages. If the removal of defects fails or if IS Innovations Solutions AG is not prepared or in a position to remove defects, in particular in the event of a delay past reasonable deadlines, for reasons that the IS Innovations Solutions AG is responsible for, then the client shall be entitled to withdraw from the contract or to demand an adequate reduction of the fee. Further claims of the client, in particular claims for damages including due to loss of profit or other financial losses, shall be precluded – irrespective of their legal ground. The above warranty disclaimer shall not apply insofar as the cause of damage or loss is based on malice or gross negligence. It shall also not apply if the client has asserted claims for damages on account of the lack of a guaranteed property. If an essential contractual obligation is negligently violated, then the liability of IS Innovations Solutions AG shall be limited to foreseeable damages. Insofar as the liability of IS Innovations Solutions AG is precluded or limited, this shall also apply to the personal liability of its workers, employees, representatives, and agents. The warranty period is six months after the passing of risk. This deadline also applies to the assertion of consequential damage insofar as no claims from unlawful acts are asserted.
IS Innovations Solutions AG will not assume any liability for errors resulting from documents (drawings, samples and the like) submitted by the client.
If project-related assignment of employees or cooperation partners of IS Innovations Solutions AG is the basis of the commissioning relationship, the following regulation shall apply:
If the client enters an employment relationship or another performance relationship during the commissioning relationship or within a period of 24 months after its termination, which involves a service contract performance or service of the affected employee or cooperation partner for the client, then IS Innovations Solutions AG shall be entitled to charge a commission of 25 % of the new annual revenue or of the yearly sales of the affected employee or cooperation partner. The above regulation applies especially in the event that the employee or cooperation partner is employed indirectly at the establishment of the client, i.e. by third-party contractor.
In this respect, the client has a duty of notification and disclosure to IS Innovations Solutions AG with regard to the contractual relationship entered into with its employees or cooperation partners.
The respective fee is due upon conclusion of the contract of employment or other commissioning relationship between the client and the employee or cooperation partner of IS Innovations Solutions AG. All fees are including legal VAT.
§9 Special agreement
The following special agreements shall be made for this order:
If subsequent orders are agreed between the contracting parties, then the conditions of this main contract shall also apply unless other conditions have been agreed expressly and in writing.
The general terms and conditions for rendering services shall apply.
All information shall be kept strictly confidential on both sides. The copyrights for all concepts, designs and documentation parts shall remain the property of IS Innovations Solutions AG. The unrestricted usage rights shall be, after payment in full, transferred to the client. Usage is permitted only within the company of the client. The client is not entitled to pass documents or usage rights on to other companies or third parties, and also not to subsidiaries.
Any special agreements are valid only if they are documented in Article 8 Special agreements. Changes and amendments to the existing main contract are possible only in written form.
Inasmuch as the client is a registered merchant, the place of jurisdiction shall be the local court of Esslingen or the regional court of Stuttgart. IS Innovations Solutions AG shall however be entitled to institute proceedings against the client at its residence or registered office as well. This jurisdiction particularly precludes any other jurisdiction that is provided for by law on account of a personal or factual connection. The client shall in this case also not be entitled to file a cross-claim or to offsetting or retention against IS Innovations Solutions Client in a court other than the exclusively responsible court. Unless otherwise provided for in the order confirmation, the registered office of IS Innovations Solutions AG is the place of fulfillment.
This contract is subject to the law of the Federal Republic of Germany. All legal disputes arising from or in connection with this contract shall be decided based on the law of the Federal Republic of Germany.
The regulations of the Civil Code and the Commercial Code apply with regard to the warranty for defects.
§11 Concluding terms
Should one provision of these general terms and conditions of sale and delivery be held to be or become invalid, such invalidity shall not affect the legal enforceability of the remaining provisions of this contract. Agreements that amend or waive these general terms and conditions of sale and delivery at conclusion of contract must be made in writing. The same applies to the waiver of the requirement of the written form.
With the company signature, the client declares that it acknowledges the stated general terms and conditions in the full extent.
In accordance with § 28 of the Federal Data Protection Act (BDSG), we point out that within the framework of business transaction, necessary data will be processed and stored with an EDP system in accordance with § 33 (BDSG). Personal data with of course be treated as confidential and not passed on to third parties.