TERMS OF CONDITION FOR VEACT GMBH
Veact GmbH (hereafter “Veact”) is a service provider that offers various services in its portfolio for its customers (hereafter “Customer”) in connection with activities in the area of After Sales.
The basis for ordering such services and thus the conclusion of a contract between Veact and you as a customer are the following Terms and Conditions of Veact, the acknowledgement and involvement of which you accept and confirm through making an order with us.
You can view the Terms and Conditions and print them out as needed. Of course, the representational Terms and Conditions are available for inspection and download for your documents at all times on Veact’s website.
1. Scope and Changes to the Terms and Conditions
1.1. Veact shall perform all services exclusively on the basis of these Terms and Conditions. In particular, this applies if the Customer uses general terms and conditions and they contain terms that conflict or deviate from these Terms and Conditions. The Terms and Conditions also apply if Veact implicitly executes the order in knowledge of the Customer’s conflicting or deviating terms and conditions.
1.2. Veact reserves the right to change the Terms and Conditions insofar as the essential provisions of the contract are not affected and this is essential for adapting to developments which were not foreseen when the contract was concluded and whose omission would appreciably impair the fair balance of the contractual relationship. Significant provisions are those which pertain to the nature and extent of the contracted services and the duration, including the stipulations of cancellation. Furthermore, adjustments and additions to these Terms and Conditions may be made to the extent necessary to remedy difficulties in the execution of the contract due to loopholes that arise after the conclusion of the contract. This may particularly be the case if the law changes and one or more clauses of these Terms and Conditions are affected as a result. Intended changes to these Terms and Conditions will be shared with the Customer in writing (a mailed letter, fax or email) at least six weeks before they take effect. The Customer has an extraordinary right of termination at the time that the change(s) take effect. If the Customer does not cancel in writing within six weeks after the change notification, the changes will become a part of the contract at the time that the changes take effect. The Customer will be notified of this consequence in particular in the change notification.
2. Services Performed by Veact
2.1. The nature and extent of the services from Veact are the result of the specific arrangements made between the parties pertaining to the qualities, features and performance characteristics of the services and products, as they are to be ascertained in particular in the order form that is filled out by the Customer. In addition, the nature and extent of the contractual services result from the service description, supplementary conditions that are possibly agreed upon and these Terms and Conditions.
2.2. Veact is entitled to change and adapt its services in the interest of the Customer, in particular in the case of technological advancements, to the extent that this is reasonable for the Customer. Veact will notify the Customer of any changes one month in advance at the latest.
3. Prices, Conditions of Payment
3.1. The prices stated in the Veact price list are applicable for the performance of services. All prices stated there are to be understood as net prices in Euros.
3.2. Annual prices, starting from the day that the order is provided, are each to be paid in full for the entire calendar year. Special prices, in particular usage-dependent prices, are to be paid after the service has been provided.
3.3. Veact can change the prices for the start of the next contractual period with a reasonable due notice of at least one month. If the Customer doesn’t object to the change within a reasonable period that is set by Veact, the change shall be considered approved. Veact shall notify the Customer in the change notification that the change will come into effect if the Customer doesn’t object.
3.4. Payment shall be due within fourteen calendar days after receipt of the invoice by the purchaser. The end price to be paid by the Customer to Veact is the price in the sense of Item 3.1. in addition to the value added tax that is applicable at that time.
3.5. In the event that the purchaser has to raise prepayments for postage and shipping, the purchaser agrees to set up an allocation account with the supplier. The supplier will identify the amount to be paid on the allocation account based on the average monthly postage and shipping costs. Upon conclusion of the contract, the supplier will bill the purchaser for prepayment with a payment goal of fourteen calendar days. The remaining sum deposited into the allocation account that was not used as a part of service provision shall be returned to the purchaser at the end of the contract.
3.6. The invoice amount is to be paid to the account specified in the invoice. It must be paid to Veact’s account no later than the seventh day after receipt of the invoice.
3.7. The Customer is only entitled to set-off rights to the extent that the Customer’s counterclaim is determined to be legally established or undisputed. The Customer has the right of retention only for counterclaims from this contract.
3.8. If the Customer is in default of payment, Veact can shut down services and refuse providing any other services until payment.
3.9. In case of default of payment, Veact can require compensation for damages in the amount of EUR 10.00 for every unauthorized return debit note. The Customer has the right to prove that damages did not occur or are significantly lower.
4. Duties and Obligations of the Customer
4.1. The Customer is obligated to provide necessary data in a manner that is complete and correct and to inform Veact of changes immediately. This especially applies for address data and email addresses.
4.2. The parties are in agreement that Veact can send information and statements which affect the contract to the Customer’s email address. The Customer will regularly check the email address that serves as Veact’s contact address.
4.3. The Customer is obligated to set up its systems and programs in such a way that neither the security, the integrity, nor the availability of the systems that Veact uses for delivering its services will be impaired. In particular, the Customer must have appropriate protection programs (firewall and virus protection) in their most current versions on its computer hardware.
4.4. The Customer is not entitled to remove or circumvent the existing mechanisms protecting against unauthorized usage of the software. The Customer shall not duplicate call keys. The Customer shall not remove or modify any copyright notices, other proprietary notices, serial numbers or other features used to identify software.
4.5. The Customer agrees not to forward personal access data (such as passwords) to other people and to protect this data from being accessed by other people. For security reasons, it must be changed before the launch and then also in regular intervals afterward. If there is a suspicion that unauthorized individuals have gained knowledge of the access data, the Customer must change it immediately. It can only be saved on electronic data storage mediums such as PC, USB stick and CD Rom in encrypted form.
4.6. The Customer shall create back-up copies of all data at appropriate intervals and in appropriate form, which it transfers to Veact’s server(s), on other data storage mediums that are not located at Veact.
5. Liability of Veact
5.1. Veact is only liable for damages in the case of intent and gross negligence or vicarious liability. If Veact or one of its auxiliary agents violates a major contractual obligation (cardinal obligation) in a way that endangers the purpose of the contract, the liability is limited to the typical damages that Veact could reasonably foresee when concluding the contract unless the breach of duty is done intentionally or by gross negligence.
5.2. This limitation does not apply in the case of injury to life, body and/or health and in the case of liability according to the Product Liability Act.
5.3. Notwithstanding the presiding rules, the Customer is solely responsible for the integrity of its data and its proper transfer to Veact’s systems.
6. Copyrights and Use
6.1. Veact’s systems and software, including the data, databases, graphics and forms, are protected by copyright in favor of Veact.
6.2. For the duration of the contract, the Customer shall receive the non-transferable, non-exclusive right to use Veact’s systems and software in accordance with the contract. No further use is permitted. The Customer shall not sell, rent or otherwise deliver the rights granted to it by Veact in accordance with the contract to third parties.
6.3. Insofar as the Customer is contractually granted the authorization to use the software in a network, this does not include the right to allocate the software for use by other companies or third parties. The authorization to use software in a network also does not include the right to use the software at any other company, workplace, branch or office of the Customer. A separate license agreement must be concluded for each company, workplace, branch or office of the Customer.
6.4 The Customer is not permitted to sell, transfer, rent, sublicense, change, adapt, translate, reverse engineer, decompile or disassemble any components of the applications and data. It is not permitted to create derivative products, nor is it allowed to attempt to determine the source code or to use the content or software for purposes that do not align with Veact’s authorized purposes.
6.5. Applications and data are not permitted to be entirely or partially copied or to be used for the public unless this is expressly authorized in writing by Veact. These obligations also apply for the period after the contract ends.
6.6. If the Customer is given the software for a specified period, the customer is not authorized to use Veact’s systems, software and data after the end of the contract. The Customer is required to independently delete Veact’s software and, upon special request from Veact, to enable the timely de-installation or inspection by a representative. Exceptions are the work results created in accordance with the contract by the Customer up until the end of the contract. The Customer is responsible for the storage of its work results for other, later use.
6.7. The Customer will apply these requirements in equal measure on its employees and vicarious agents.
7. Data Privacy
7.1. The Customer agrees that its data, including the personal data of its employees, are subject to data processing for the fulfillment of this contract. The Customer’s responsibility toward Veact is to obtain the consent of its employees for the use of data, when necessary.
7.2. Veact processes the personal data as the contract data processor according to § 11 Para. 5 of the Federal Data Protection Act (BDSG) exclusively by proxy and according to the instructions of the Customer and exclusively for the purposes of contract fulfillment. The Customer remains responsible for the legality of the collection, processing and use of customer data according to legal provisions, and in particular the BDSG.
7.3. The concrete rights and obligations as part of handling order data arise from the separate written agreement between Veact and the Customer within the meaning § 11 BDSG.
7.4. For the rest, the responsibilities of the parties shall comply with the legal provisions.
8. Contract Duration and Termination
8.1. The term of the contract arises from the order form. Subject to special regulations, the contract shall be concluded upon receipt of the order confirmation, at the latest upon delivery of the service by Veact. In the case of subsequently-commissioned upgrades, etc. to the basic services, the contract duration depends on the respective basic services.
8.2. In the case of non-recurring services, the term of the contract expires at the time the service is rendered without a separate termination being required.
8.3. If a minimum contract duration has been agreed upon, the contract shall be automatically extended for the respective minimum contract duration / first contract duration as long as it is not terminated by either party within a period of one month to the respective end of term. If the first contract duration is longer than one year, the renewal periods shall amount to one year each.
8.4. The right of the parties to an extraordinary termination remains unaffected by the preceding stipulations. For Veact in particular, there exists a right to extraordinary termination if the Customer – for example – is in default with its payments despite two reminders.
8.5. Cancellations must be in writing, whereby sending a fax to ensure this form is sufficient.
9. Place of Execution, Applicable Law and Jurisdiction
9.1 The Place of Execution is Veact’s headquarters.
9.2. For all claims of any kind that arise from or in connection with this contract, the laws of the Federal Republic of Germany to the exclusion of the pertinent reference rules of German international civil law.
9.3. All disputes arising from or in connection with this agreement will fall exclusively under the jurisdiction of Munich to the extent that the Customer is a business person, a legal entity under public law or a public special fund.