Effective 1 January 2012
The following general terms and conditions of ecoprog GmbH, Cologne (hereafter: “ecoprog”), shall apply exclusively; ecoprog does not recognise clients’ adverse conditions or conditions that deviate from these ones.
2. Proposals, prices, invoicing
(1) ecoprog formulates contents and aims of consulting as well as the timeframe in a written proposal, to which the client’s order will refer. A proposal is valid for 60 days from the day ecoprog sends it out.
(2) According to the proposal, prices are net prices and subject to value added tax.
(3) Except when otherwise stipulated, ecoprog may invoice its services monthly by the end of each month.
(4) Invoices of ecoprog are due and payable net within 14 days.
(1) Unless a minimum term was agreed, notice of termination for cause can be given at any time with immediate effect, subject to a written statement of the reasons.
(2) In the case of valid termination, ecoprog shall receive the part of the agreed remuneration corresponding to the work performed.
4. Client’s obligation to cooperate
(1) The client provides the assistance ecoprog needs to fulfil its consulting services.
(2) The client especially delivers the information, documents and data needed for his consulting at the dates fixed and upon request of ecoprog.
5. Guarantee, liability
(1) ecoprog does not guarantee the economic success of its consulting services. The client is responsible for achieving the aimed at goals (successes) on the basis of ecoprog’s consulting.
(2) The contractual and non-contractual liability of ecoprog, its organs, employees and other agents is limited to deliberate intention and gross negligence, except when the law on product liability is applied or in case of damages to life, body or health.
(3) In the case of negligence, ecoprog, its organs, employees and other agents are only liable for infringing essential contractual obligations and in the amount of the project’s total remuneration. Liability for consequential damages, such as loss of profit, shall be excluded.
(1) ecoprog undertakes to keep secret and not to pass on to third parties any processes, business or company secrets of the client becoming known in connection with the execution of the order, regardless of what kind. This obligation also extends to all employees of ecoprog as well as to persons who are active on behalf of ecoprog. This may be executed and confirmed on request of and in agreement with the client.
(2) This confidentiality obligation does not include business and company secrets of the client that the public already knows about or that become known through no fault of ecoprog.
7. Copyrights, usage rights
(1) The information, papers and documents ecoprog provides, especially proposals, studies or other work ceded to the client (summarising hereafter: “documents”), are intellectual property of ecoprog. The client obliges to use these documents internally only and to only provide it to employees who need these documents to execute their professional responsibilities. Except when otherwise stipulated, the client is granted a non-exclusive right of use of the ceded documents for the agreed purpose. It is prohibited to realise, distribute or otherwise use the proposal documents for other purposes than evaluating the proposal.
(2) The multi-client studies elaborated by and sent out by ecoprog are also intellectual property of ecoprog. The client who buys these studies obliges to only use the studies within his company. Insofar, ecoprog grants the client a non-exclusive right to use and realise the multi-client study within his company after the client paid the complete agreed remuneration for ceding the multi-client study. This granting of rights does neither comprise copying, distributing and publishing, including making it available to the public, the multi-client study nor transferring the multi-client study to third parties including affiliated companies or association members.
(3) If a client explicitly buys the “corporate version” of a multi-client study or an individually elaborated study, the client may, additionally to the use described in paragraph 2 and after the complete payment of the agreed remuneration, transfer this study to affiliated companies in accordance with § 15 AktG and allow these companies to use the study within the company according to paragraph 2. The affiliated companies are not allowed to further use the study, especially not to transfer it to third parties, to publish it or to make it available to the public.
(4) The client is not entitled to remove copyright notices or other mentions of ecoprog or to edit or change the ceded documents and multi-client studies.
(5) ecoprog is entitled to name the client in the form of institution and person in the copy bought by the client.
(6) ecoprog is entitled to name the project with the client with a short description as a reference for the purpose of self-promotion in all media, whereas the name of the client may only be quoted upon explicit approval by the client.
8. Final provisions
(1) Cologne, Germany, is agreed to be legal venue if the client is a merchant who has been entered as such in the commercial register or a corporation under public law.
(2) Contractual relationship is only subject to German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
(3) Invalidity of one or several conditions in this contract does not affect the contract’s validity apart from that.