General Terms and Conditions
§ 1 Scope of application
(1) The business relationship between us (PX Consulting GmbH - hereinafter referred to as “PX”) and you (the client) shall be governed exclusively by the following General Terms and Conditions in the version valid at the time of conclusion of the contract. PX and the client are hereinafter jointly referred to as “the parties”.
(2) We shall not recognize any deviating general terms and conditions of the customer unless we expressly agree to their validity.
(3) The precedence of individual agreements shall remain unaffected.
(4) We conclude contracts exclusively with entrepreneurs within the meaning of § 14 BGB (German Civil Code). An entrepreneur is any natural or legal person or partnership with legal capacity that is acting in the exercise of its commercial or independent professional activity when concluding the contract.
§ 2 Services provided by PX
(1) The services owed by PX result from the offer, which constitutes the service description, and are provided in accordance with the generally recognized rules of technology.
(2) Subject to full payment of the agreed remuneration, PX shall grant the customer a non-exclusive, transferable right to use the work results for all types of use, unlimited in terms of territory, time and content.
(3) PX is entitled to use third-party and open source software components in the provision of services. Insofar as such components are used, the relevant open source license conditions or the license conditions of the third-party provider shall apply exclusively. Insofar as PX becomes a contractual partner of a third-party provider in the context of the provision of services, PX shall transfer the rights and obligations arising from the contractual relationship with the third-party provider to the customer upon termination of the business relationship between PX and the customer - insofar as possible and necessary - with the consent of the third-party provider.
§ 3 Obligations of the customer to cooperate
(1) If PX is commissioned with the adaptation of third-party software, the customer shall ensure that PX has access to the relevant interfaces and program parts - if necessary also in the source code - and that corresponding rights of use are available. If claims are asserted against PX by a rights holder in this context, the customer shall indemnify PX in full upon first request.
(2) The customer shall carry out regular audits and pentests at least once a year with regard to the IT security of its systems, including the work results of PX.
(3) PX has the right to name the customer as a reference.
§ 4 Liability
(1) Claims of the customer for damages are excluded. Excluded from this are claims for damages by the customer arising from injury to life, limb or health or from the breach of essential contractual obligations (cardinal obligations) as well as liability for other damages based on an intentional or grossly negligent breach of duty by PX, its legal representatives or vicarious agents. Material contractual obligations are those whose fulfillment is necessary to achieve the objective of the contract.
(2) In the event of a breach of material contractual obligations, PX shall only be liable for the foreseeable damage typical of the contract if this was caused by simple negligence, unless the customer's claims for damages are based on injury to life, limb or health.
(3) The restrictions of paragraphs 1 and 2 shall also apply in favor of the legal representatives and vicarious agents of PX if claims are asserted directly against them.
(4) The limitations of liability resulting from paragraphs 1 and 2 shall not apply if PX has fraudulently concealed a defect or has assumed a guarantee for the quality of a work result. The same applies if PX and the customer have reached an agreement on the quality of the work results. The provisions of the Product Liability Act shall remain unaffected.
§ 5 Confidentiality
(1) “Confidential information” is all information and documents of the respective other party that are marked as confidential or are to be regarded as confidential due to the circumstances, in particular information about operational processes, business relationships and know-how.
(2) The parties shall maintain secrecy about such confidential information. This obligation shall continue for a period of two years after termination of the contract.
(3) Excluded from this obligation is such confidential information
a) which was demonstrably already known to the recipient at the time of conclusion of the contract or which subsequently becomes known to the recipient from a third party without violating a confidentiality agreement, statutory provisions or official orders;
b) which is publicly known at the time of conclusion of the contract or is made public thereafter, provided that this is not based on a breach of this contract;
c) which must be disclosed due to legal obligations or by order of a court or authority. As far as permissible and possible, the recipient obliged to disclose shall inform the other party in advance and give it the opportunity to take action against the disclosure.
(4) The parties shall only grant access to confidential information to those persons who are subject to professional secrecy or on whom obligations corresponding to the confidentiality obligations of this agreement have previously been imposed. Furthermore, the parties shall only disclose confidential information to those employees who need to know it for the execution of this contract and shall also oblige these employees to maintain confidentiality to the extent permitted by labor law for the period after their departure.
(5) PX and the customer shall each pay the other a reasonable contractual penalty to be determined by the entitled party and, in the event of a dispute, to be reviewed by the competent court, for each culpable breach of these provisions. Further claims shall remain unaffected.
§ 6 Final provisions
(1) The law of the Federal Republic of Germany shall apply to contracts between PX and the customer to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
(2) If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from contractual relationships between the customer and PX shall be that of PX.
(3) The contract shall remain binding in its remaining parts even if individual provisions are legally invalid. The invalid provisions shall be replaced by the statutory provisions, if any. In all other respects, the contracting parties shall endeavor to replace the invalid provision with a provision that best meets the legal and economic purpose of the contract.
General Terms and Conditions
§ 1 Scope of application
(1) The business relationship between us (PX Consulting GmbH - hereinafter referred to as “PX”) and you (the client) shall be governed exclusively by the following General Terms and Conditions in the version valid at the time of conclusion of the contract. PX and the client are hereinafter jointly referred to as “the parties”.
(2) We shall not recognize any deviating general terms and conditions of the customer unless we expressly agree to their validity.
(3) The precedence of individual agreements shall remain unaffected.
(4) We conclude contracts exclusively with entrepreneurs within the meaning of § 14 BGB (German Civil Code). An entrepreneur is any natural or legal person or partnership with legal capacity that is acting in the exercise of its commercial or independent professional activity when concluding the contract.
§ 2 Services provided by PX
(1) The services owed by PX result from the offer, which constitutes the service description, and are provided in accordance with the generally recognized rules of technology.
(2) Subject to full payment of the agreed remuneration, PX shall grant the customer a non-exclusive, transferable right to use the work results for all types of use, unlimited in terms of territory, time and content.
(3) PX is entitled to use third-party and open source software components in the provision of services. Insofar as such components are used, the relevant open source license conditions or the license conditions of the third-party provider shall apply exclusively. Insofar as PX becomes a contractual partner of a third-party provider in the context of the provision of services, PX shall transfer the rights and obligations arising from the contractual relationship with the third-party provider to the customer upon termination of the business relationship between PX and the customer - insofar as possible and necessary - with the consent of the third-party provider.
§ 3 Obligations of the customer to cooperate
(1) If PX is commissioned with the adaptation of third-party software, the customer shall ensure that PX has access to the relevant interfaces and program parts - if necessary also in the source code - and that corresponding rights of use are available. If claims are asserted against PX by a rights holder in this context, the customer shall indemnify PX in full upon first request.
(2) The customer shall carry out regular audits and pentests at least once a year with regard to the IT security of its systems, including the work results of PX.
(3) PX has the right to name the customer as a reference.
§ 4 Liability
(1) Claims of the customer for damages are excluded. Excluded from this are claims for damages by the customer arising from injury to life, limb or health or from the breach of essential contractual obligations (cardinal obligations) as well as liability for other damages based on an intentional or grossly negligent breach of duty by PX, its legal representatives or vicarious agents. Material contractual obligations are those whose fulfillment is necessary to achieve the objective of the contract.
(2) In the event of a breach of material contractual obligations, PX shall only be liable for the foreseeable damage typical of the contract if this was caused by simple negligence, unless the customer's claims for damages are based on injury to life, limb or health.
(3) The restrictions of paragraphs 1 and 2 shall also apply in favor of the legal representatives and vicarious agents of PX if claims are asserted directly against them.
(4) The limitations of liability resulting from paragraphs 1 and 2 shall not apply if PX has fraudulently concealed a defect or has assumed a guarantee for the quality of a work result. The same applies if PX and the customer have reached an agreement on the quality of the work results. The provisions of the Product Liability Act shall remain unaffected.
§ 5 Confidentiality
(1) “Confidential information” is all information and documents of the respective other party that are marked as confidential or are to be regarded as confidential due to the circumstances, in particular information about operational processes, business relationships and know-how.
(2) The parties shall maintain secrecy about such confidential information. This obligation shall continue for a period of two years after termination of the contract.
(3) Excluded from this obligation is such confidential information
a) which was demonstrably already known to the recipient at the time of conclusion of the contract or which subsequently becomes known to the recipient from a third party without violating a confidentiality agreement, statutory provisions or official orders;
b) which is publicly known at the time of conclusion of the contract or is made public thereafter, provided that this is not based on a breach of this contract;
c) which must be disclosed due to legal obligations or by order of a court or authority. As far as permissible and possible, the recipient obliged to disclose shall inform the other party in advance and give it the opportunity to take action against the disclosure.
(4) The parties shall only grant access to confidential information to those persons who are subject to professional secrecy or on whom obligations corresponding to the confidentiality obligations of this agreement have previously been imposed. Furthermore, the parties shall only disclose confidential information to those employees who need to know it for the execution of this contract and shall also oblige these employees to maintain confidentiality to the extent permitted by labor law for the period after their departure.
(5) PX and the customer shall each pay the other a reasonable contractual penalty to be determined by the entitled party and, in the event of a dispute, to be reviewed by the competent court, for each culpable breach of these provisions. Further claims shall remain unaffected.
§ 6 Final provisions
(1) The law of the Federal Republic of Germany shall apply to contracts between PX and the customer to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
(2) If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from contractual relationships between the customer and PX shall be that of PX.
(3) The contract shall remain binding in its remaining parts even if individual provisions are legally invalid. The invalid provisions shall be replaced by the statutory provisions, if any. In all other respects, the contracting parties shall endeavor to replace the invalid provision with a provision that best meets the legal and economic purpose of the contract.
