General Terms and Conditions
Last change August 13, 2024
§ 1 General
The following General Terms and Conditions (GTC) are an integral part of all contracts (in written and electronic form) with NorthRock software GmbH, Hanauer Landstraße 146, 60314 Frankfurt, Germany (hereinafter: NorthRock software). Deviating general terms and conditions of the national and international contractual partners shall not become part of the contract. Subsidiary agreements and other deviations from contracts, license conditions or these GTC must be made in writing. Verbal statements are generally not binding.
§ 2 Offer
Unless otherwise stated, all offers are subject to change and non-binding. All prices are net plus statutory value added tax.
§ 3 Placing of order
The order must be placed in writing or by email. Orders placed by the customer shall be accepted by NorthRock software by written order confirmation by email or letter post. Internet orders (by email/form) are binding for the customer even without a signature.
§ 4 Terms of payment
All ordered services and budgets are considered binding purchases and cannot be canceled. Unused services and budgets will be charged in full 12 months after booking. Depending on availability, postponements are possible up to a maximum of 15 working days before the first start of the service and must be agreed in writing and confirmed by NorthRock software. In the event of rescheduling at shorter notice, the respective service budget plus non-cancellable travel costs and external rebooking fees will be charged in full. For all projects, we charge 50% advance payment due upon acceptance of the offer and a further 50% upon delivery of the object of the offer. For longer-term projects, monthly payments on account or milestone invoices can also be agreed individually. For purchases and commissions from third parties on behalf of the customer, NorthRock software shall charge the customer an additional 15% of the net order value as a handling fee. Unless otherwise agreed, all invoices must be paid in full and without deduction immediately, but no later than 21 days after receipt of the invoice. If the payment deadlines are exceeded, NorthRock software shall be entitled to charge the statutory default interest.
§ 5 Retention of title
Delivered goods and all associated rights shall remain the property of NorthRock software until the agreed price has been paid in full. Until this time, the seller is subject to a prohibition of disposal with regard to the goods that have become the subject of the contract.
§ 6 Copyright and right of use / Copyright
The copyright for published objects created by NorthRock software (Internet pages, designs, graphics, photos, etc.) shall remain solely with NorthRock software. Unless otherwise agreed, the customer shall receive the rights of use for the objects created upon full payment. Reproduction or use of such objects in other electronic or printed publications, in particular on other websites, is not permitted without the express consent of NorthRock software. Unless otherwise agreed in writing, NorthRock software shall be exclusively entitled to the comprehensive copyright with all authorizations in accordance with §12 to §27 of the German Copyright Act (UrhG) to all documents, information and contractual objects created in the context of contract initiation and - including warranty and maintenance. NorthRock software shall grant the customer a simple and - unless otherwise individually agreed in writing - non-exclusive right to use the contractual items in accordance with Section 31 II of the German Copyright Act (UrhG). The use may only be for company purposes, not for the purposes of third parties. Delivered drafts and final artwork may not be altered either in the original or in reproduction without the express (written) consent of NorthRock software. Any imitation - in whole or in part - is not permitted. Any breach of this provision shall entitle NorthRock software to demand a contractual penalty amounting to twice the agreed remuneration. If no such remuneration has not been agreed, the usual remuneration according to the collective agreement for design services SDSt/AGD (latest version) shall be deemed agreed. Unless otherwise agreed individually and in writing, NorthRock software shall have the right to be named as the author of the product on the reproductions and in publications about the product. In addition, NorthRock software reserves the right to name the customer, the order or the workpiece as part of its own references and marketing activities. A violation of the right to be named entitles for damages. Without proof, NorthRock software may demand 100% of the agreed remuneration or the usual remuneration according to the collective agreement for design services SDSt/AGD (latest version) in addition to this as compensation for damages. Suggestions and instructions from the client or its employees and agents shall have no influence on the amount of the remuneration. They do not constitute a joint copyright. The publication of open files is not part of the contract unless it has been explicitly agreed in writing as part of the contract. If the publication of open data is desired, this may be agreed in a separate contract and for a fee to be negotiated. With the release of open data, NorthRock software's warranty obligations and liability for material defects for all documents handed over expire. Image rights, fonts or other components licensed by NorthRock software that affect the rights of third parties shall not be transferred with the release of open data. The recipient of the open data must acquire any necessary licenses himself and at his own expense to ensure proper use under licensing law.
§ 7 Specifications of the customer / specification sheet
Requests and specifications of the customer that are to be taken into account in the production of the subject matter of the contract must always be made in writing. If necessary, the scope of services shall be extended by additional orders for a reasonable fee. Additional orders should be concluded in writing.
§ 8 Delivery periods
Delivery dates are subject to agreement. The delivery period shall be interrupted for the duration of the examination of drafts, demos, test versions etc. by the client. The interruption shall be calculated from the date of notification of the client until the date of receipt of the client's statement. If, after the order has been placed, the client requests changes to the order which affect the production time, the delivery time shall be extended accordingly. In the event of a delay in delivery, the client shall in any case only be entitled to exercise its statutory rights after setting a reasonable grace period of at least two weeks.
§ 9 Corrections / Acceptance / Complaints
Corrections and changes, insofar as they do not exceed 10% of the pure development costs, are included in the flat-rate offer prices. NorthRock software shall inform the customer in advance if these costs are exceeded and coordinate further action with the customer. Requests for changes must be made in writing. No liability can be accepted for changes made verbally or by telephone. Corrections that entail design changes and are requested after completion of the design phase and approval by the customer will be charged on an hourly basis and for the work required. Acceptance shall take place in writing or by email by means of an approval note. If no detailed written notice of defects is received within 21 days of delivery of the project results, the delivered project results shall be deemed to have been accepted or approved. Vacation periods do not interrupt these regulations. They must be announced by both parties in good time. A lead time of two weeks shall be deemed to be in good time. Any complaints must be made immediately after receipt of the work results.
§ 10 Presentation of web content
The user/viewer has individual setting options in the browser (viewing software for Internet pages) that can change the way the pages are displayed. The various browsers also interpret the source code differently in some cases, which can lead to different types of display. NorthRock software therefore provides no guarantee or warranty that the HTML documents will be displayed completely identically with all browsers.
§ 11 Search engines
Entries in search engines are made in direct consultation with the customer/client. However, no guarantee or warranty can be given for a desired entry in the search services.
§ 12 Media production
The client must check the delivered goods and the preliminary and interim certificates sent for correction in every case. The risk of any errors shall be transferred to the client with the declaration of readiness for printing, insofar as these are not errors that only occurred or could only be recognized in the production process following the declaration of readiness for printing. The same applies to all other declarations of release by the client.
§ 13 Exclusions of liability
NorthRock software assumes no liability for the content of the materials provided. The customer must carefully check the content of the materials provided for correctness and is fully and exclusively liable for any claims arising from copyright infringements of the rights of third parties. In the area of web hosting, NorthRock software is expressly not liable for damages caused by third parties or force majeure (server failure, hacker attack, operational failure or strike) at the hosting provider, unless otherwise agreed in a service level agreement (SLA).
§ 14 Warranty
All information on the suitability, processing and application of the products, technical advice and other information is provided to the best of our knowledge, but does not release the buyer from carrying out his own inspections and tests. The buyer must inspect the delivered goods immediately upon receipt for defects in quality and intended use - if reasonable also by means of trial processing - otherwise the goods shall be deemed approved. Complaints will only be considered if they are made in writing and accompanied by supporting documents within eight days of receipt of the goods - in the case of hidden defects after their discovery, but no later than six months after receipt of the goods. NorthRock software's warranty obligation shall be limited to replacement delivery, conversion, reduction or rectification at its discretion. Rejected goods may only be returned with express consent.
§ 15 Data security
The customer shall indemnify NorthRock software against all third-party claims relating to the data provided. Insofar as data is transmitted to NorthRock software - in whatever form - the customer shall make backup copies. Customers of NorthRock software agree that personal data may be stored electronically and used in the context of order processing.
§ 16 Assignment
The customer may not assign claims arising from this contract to third parties.
§ 17 Severability clause
If individual parts of the contract are invalid, the remainder of the contract shall remain in force. In this case, the contracting parties are obliged to make arrangements with regard to the ineffective parts that come closest to the economically intended result.
§ 18 Place of jurisdiction
The place of jurisdiction for both contracting parties is Frankfurt am Main.
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