General terms and conditions
1.1 These General Terms and Conditions (hereinafter referred to as “GTC”) apply to all current and future business relationships between PREVENCY GmbH (hereinafter referred to as “PREVENCY”) and the client (hereinafter referred to as “client”) (hereinafter jointly referred to as “Parties”). They do not apply to clients who are consumers within the meaning of § 13 BGB. These GTC cover the conclusion and execution of contracts for the use of the services and products of PREVENCY GmbH.
1.2 The contractual partner of the client is the
Commercial register: HRB 30230
Register court: Wuppertal Local Court
Sales tax identification number according to §27 a Umsatzsteuergesetz: DE327215925
Represented by: Lars Niggemann (CEO)
Phone: +1 (512) 487-7484
1.3 A contract shall only be concluded if and to the extent that PREVENCY confirms an order or commences with the execution of the order. Subject to supplementary agreements, the service description of PREVENCY and the individual PREVENCY offer are integral parts of each contract.
1.4 Insofar as a contract is concluded, these GTC shall also apply to all pre-contractual claims that have already arisen. Insofar as these pre-contractual claims (in particular claims for damages) are limited or excluded by provisions of these GTC, in particular the liability provisions pursuant to section 11, this shall therefore constitute a waiver of the client’s claims to this extent.
1.5 The subject matter of the contract is the provision and remuneration of contractual services and/or the transfer of rights of use. The services to be provided by PREVENCY under these terms and conditions are listed in the service description or in the offer made. The responsibility for the project and its success lies with the client, unless other agreements have been made (at least in text form).
1.6 Notifications from PREVENCY to the client and all correspondence relating to the contract shall be sent to the e-mail address or postal address or fax number provided by the client.
1.7 The client’s master data will be entered in PREVENCY’s agency management software and he will be informed proactively and regularly about new consultancy offers, software features, training courses and seminars as well as on special occasions by means of a newsletter via this e-mail address. The client hereby expressly consents to this promotional use of his email address. He may object to the promotional use at any time.
1.8 These GTC apply exclusively; PREVENCY does not recognise and objects to any conflicting or deviating terms and conditions of the client; this does not apply only if PREVENCY expressly consents to their application (by way of exception) in writing. This express written consent requirement shall also apply if PREVENCY unconditionally performs or unconditionally accepts the services of the client in the knowledge of deviating or supplementary terms and conditions of the client. If the client’s terms and conditions have been accepted by PREVENCY in writing, these PREVENCY terms and conditions and their annexes shall also apply. In the event of conflicting provisions, PREVENCY’s GTC shall prevail.
1.9 The individual conditions or agreements stated in an offer supplement these General Terms and Conditions accordingly.
1.10 All offers made by PREVENCY are subject to change. The prices stated in the individual offer are valid.
2. PREVENCY services
2.1 PREVENCY’s services are divided into the following areas:
- ADVISORY: Strategy development and consulting
- ACADEMY: Imparting expertise and raising awareness
- APPLICATIONS: Software applications and infrastructure
2.2 The following applies to the ADVISORY and ACADEMY service areas:
2.2.1 PREVENCY shall provide the client with consulting, conceptual, analytical, training and on-call services to the extent described in more detail in the respective service description and with the objectives and under the conditions defined therein. For this PREVENCY shall be remunerated by the client in accordance with the conditions described in section 7.
2.2.2 Service scopes and/or working hour quotas not used by the client in the respective month or within the defined project term expire at the end of the month or at the end of the respective project term.
2.3 The following applies to the APPLICATIONS service area:
2.3.1 PREVENCY shall provide the client with the use of the client and application software specified in the service description to the extent described therein and subject to the functional and technical requirements specified therein. For this, PREVENCY shall be remunerated by the client in accordance with the conditions described in clause 7. The application software shall be provided by PREVENCY for use at the transfer point specified in the service description. The application software shall remain on the PREVENCY server or on the server of PREVENCY’s subcontractors, unless otherwise agreed (at least in text form). PREVENCY does not owe the establishment and maintenance of the data connection between the IT system of the client and the transfer point operated by PREVENCY. The agreed scope of services (in particular the number of login accesses, messages, bot projects, mentions of all search agents per month, report configurations, alert rules, wall searches or API credits, etc.) represents the monthly limit in each case. ) represent the monthly limit in each case, i.e. PREVENCY is only obliged to perform up to the agreed amount of the respective scope of services in each month.
2.3.2 PREVENCY provides a one-off introduction to the operation of the software for the client to the extent required.
2.3.3 PREVENCY offers additional support over and above section 2.3.2 against separate invoicing. clause 4 and clause 10 remain unaffected.
2.3.4 Service scopes and/or working hour quotas not used by the client in the respective month or within the defined project term expire at the end of the month or at the end of the project term.
2.3.5 PREVENCY will use the software to be provided in the respective current version if the change of the software version is reasonable for the client, taking into account the interests of PREVENCY.
3. Rights of use, access authorisations and cooperation services
3.1 The following applies to the ADVISORY and ACADEMY service area:
3.1.1 PREVENCY grants the client a non-exclusive and non-transferable right of use, unlimited in time and space, for the training documents produced by PREVENCY and for the results of the services provided by PREVENCY and its vicarious agents.
3.1.2 The client is permitted to reproduce and distribute the documents provided by PREVENCY exclusively for internal purposes. In particular, it is not permitted to pass on or distribute the documents to third parties, whether in return for payment or free of charge, or to reproduce or modify them; any other use requires an express written agreement between the parties.
3.2 The following applies to the APPLICATIONS service area:
3.2.1 The client shall receive an access authorisation (login) for each registered person, consisting of a user name and a password. The client may only disclose the user name and password to authorised users and shall otherwise keep this data secret. Authorised users are only the company signing the contract and its own employees, but not subsidiaries, other companies affiliated with the client or other third parties.
3.2.2 The client is granted the non-exclusive right, limited in time to the term of the contract, to use the PREVENCY software as intended. The client does not receive any further rights to the PREVENCY software. The client may not exceed the maximum number of authorised simultaneous users of the PREVENCY software specified in the offer. The workstations used by the authorised persons must meet the minimum technical requirements specified in the service description. The connection of the client’s workstations shall be established via a data connection to be set up by the client in accordance with the specifications and requirements of the service description. The client shall be responsible for the connection of the workstations.
3.2.3 The client is not entitled to use the PREVENCY software beyond the contractually agreed use, to have it used by third parties or to make it accessible to third parties. In particular, but not exclusively, the client is not permitted to reproduce, sell or make available for a limited period of time the PREVENCY software or parts thereof, in particular not to rent or lend it. For each case of culpable infringement of this clause 3.2.3, the client shall pay damages for each unauthorised user amounting to 100% of the remuneration that would have been incurred for authorised use in the period in question. The client shall be entitled to prove that no damage at all or only a significantly lower damage has been incurred. PREVENCY reserves the right to claim further damages.
3.2.4 The client undertakes not to modify, disassemble, decompile, reverse engineer or otherwise attempt to determine the source code of the PREVENCY software, either in whole or in part. section 69 e UrhG remains unaffected.
3.2.5 The client acknowledges that all intellectual property rights, in particular under the relevant copyright laws, in the PREVENCY software (including any improvements, enhancements, new functionalities and changes or modifications thereto) and the corresponding documentation are the exclusive property of PREVENCY. Any idea, concept, know-how or technique relating to data processing and transmission developed by PREVENCY in connection with the intended services may be used freely and without restriction by PREVENCY also outside the scope of the contract underlying these GTC. Whenever such ideas, concepts, know-how or techniques are transformed into inventions, discoveries or other property covered by industrial property rights, PREVENCY shall be the sole and exclusive owner thereof.
3.2.6 The client assumes responsibility for setting up a data connection between the workstations he intends to use and the transfer point defined by PREVENCY. PREVENCY is entitled to redefine the handover point at any time at its reasonable discretion in accordance with section 315 of the German Civil Code (BGB), provided this is necessary to enable the smooth use of the services by the client. In this case, the client shall establish a connection to the newly defined handover point.
3.2.7 The contractual use of PREVENCY’s services is dependent on the hardware and software used by the client, including workstation computers, routers, data communication equipment, etc., meeting the minimum technical requirements for the use of the software version currently offered and on the users authorised by the client to use PREVENCY software being familiar with the operation of the software. In order to use the services of PREVENCY, the client will only use hardware and software that meets the minimum requirements specified in the service description. The configuration of his IT system is the responsibility of the client.
3.2.8 In the event of impairments to the use of the PREVENCY software that hinder operations, the client must inform PREVENCY immediately (section 121 (1) sentence 1 of the German Civil Code) at least in text form.
3.2.9 As part of the SOCIAL MEDIA SIMULATOR offer, PREVENCY stores the content of the specified scenarios as well as content, comments, likes and shares created in the simulation as well as corresponding statistics for the contract or usage period. The client can view the content and statistics at any time.
3.2.10 As part of the BUZZMAPPER offer, PREVENCY automatically stores the results of the client’s searches for the contract period. The client can view the search result lists and statistics at any time.
The data and content delivered by PREVENCY as part of the BUZZMAPPER offer are regularly subject to third-party copyrights. The services provided by PREVENCY as part of the BUZZMAPPER offer and other technical data analyses consist of the aggregation and analysis of data streams and expressly do not consist of the granting of rights of use to third-party data and content unless this is explicitly agreed in the contract. The client is aware that PREVENCY is not entitled in relation to BUZZMAPPER to grant licences itself for the reproduction, public disclosure or further distribution of the data and content. The client must check the question of the necessity of copyright licensing for his own purposes of use and obtain the licences of the authors or exploiters himself. PREVENCY points out as a precaution that this may be necessary in particular for the use of content from print, TV and radio.
3.2.11 PREVENCY processes the potentially copyright-protected content such as blog entries and articles on behalf of the client. If the client becomes aware of a copyright infringement, the client will inform PREVENCY of the copyright infringement without delay. In this case, or if a rights holder requests PREVENCY to shorten the mentions or make changes to the structure or data format, PREVENCY is free to make these changes or remove the mentions from all result lists.
3.3 The following applies to all service areas (in particular ADVISORY, ACADEMY and APPLICATIONS):
3.3.1 If a claim is made against the client by a third party who claims that his rights have been infringed by the use of the work results provided by PREVENCY, the client shall immediately inform PREVENCY of the assertion of the claim by the third party at least in text form and coordinate all measures to be taken in advance with PREVENCY. Any settlement agreements between the client and the third party shall require the prior consent of PREVENCY at least in text form. The parties shall support each other to the best of their ability in defending the claim of the third party. This shall apply mutatis mutandis in the event of infringement of other intellectual property rights or competition law.
3.3.2 The name, brand and logos of the client may be used as a reference by PREVENCY for its own purposes with the prior consent of the client in text form.
3.3.3 For the provision of services, the client shall only provide PREVENCY with information and content to which the client has a corresponding right of use and which does not infringe the rights of third parties. In the event of a breach of this clause 3.3.3 or in the event of an infringement of copyrights pursuant to clause 3.2.11, the client shall irrevocably indemnify PREVENCY against all third party claims asserted against PREVENCY in connection with this contract, to the extent that these claims are the responsibility of the client, its agents and vicarious agents. This indemnity obligation shall also extend to any warning, court and legal costs incurred.
4. Service Level Agreement for the APPLICATIONS service area
4.1 The use of the PREVENCY software is made available to the client – subject to the provisions of these GTC and other deviating agreements – on a continuous basis.
4.2 The availability of the PREVENCY software is calculated on the basis of the basic availability of 24 hours a day, 7 days a week as the quotient of the minutes without malfunction and the total number of minutes in the respective month.
4.3 A malfunction exists if the PREVENCY software cannot be used by the client less than 90% of the time in the respective month because the PREVENCY web client or direct requests from the client fail on the server side.
4.4 PREVENCY may interrupt the provision of services for a defined period of time for planned maintenance work. These periods will be indicated at least 48h in advance within the PREVENCY software or communicated to the client in text form. The client shall inform PREVENCY of the reasons for the interruption without delay, but at least 12 hours before the planned interruption, if there are important reasons for the interruption and shall otherwise not unreasonably refuse consent to the interruptions.
4.5 PREVENCY shall provide the client with the PREVENCY software for use at the transfer point with an availability of 90% within the meaning of the availability owed under section 4.2.
4.6 If PREVENCY does not achieve this availability, the client may receive service credits as compensation:
- for less than 90 % but more than 85 %:3 days service credits
- for less than 85 % but more than 80 %: 7 days service credits
- for less than 80%: 30 days service credits.
4.7 A service credit entitles the holder to use the PREVENCY offer free of charge for one day in the scope of services booked at the time of the interruption. These service credits are the sole and exclusive compensation for any shortfall in the guaranteed availability. They must be claimed by the client within 30 days of the end of the month in which the availability was undercut, otherwise the client’s claim to service credits for that month lapses.
5. Data protection and data security
5.1 Both parties shall comply with the respective applicable provisions of data protection law.
5.2 PREVENCY undertakes to oblige the employees involved in data processing to maintain data secrecy or confidentiality in accordance with the GDPR and to familiarise them with the data protection provisions relevant to them. The client’s personal data shall be collected, processed and stored for the purpose of processing the contract. The data will only be passed on to third parties if this is necessary for the execution of the order or if this is legally permitted or permissible for other reasons.
5.3 If the client collects, processes or uses personal data itself or through PREVENCY, it warrants that it is entitled to do so in accordance with the applicable provisions, in particular the provisions of data protection law, the BDSG and the GDPR.
5.4 Insofar as the data of the client to be processed are personal data, there is commissioned data processing and PREVENCY will observe the instructions of the client (e.g. on compliance with deletion and blocking obligations). In addition, a commissioned processing contract is concluded. The instructions must be communicated in a timely manner at least in text form.
6.1 The Parties are aware of the fact that the other Party may potentially receive confidential information in connection with the performance of the services. This may include, but is not limited to, business secrets, information about business plans, financial resources, products and projects, processes, customers and employees of the other contracting party and its customers and of any companies affiliated with the client and their customers. This confidential information must be kept secret.
6.2 Protected information includes in particular, but is not limited to, information which has become known to the other contracting party in connection with its business relationship with its customers and which constitutes recognisably confidential facts, irrespective of whether the knowledge is based on a communication from the other party itself, a third party or on its own perception. The protection is not limited to facts, but also includes value judgements based on them.
6.3 The parties undertake to use data and information obtained exclusively for the purpose arising from these GTC and the contract concluded.
6.4 This confidentiality agreement does not apply,
a) if disclosure is necessary to enforce the rights and obligations under this contract;
b) if the disclosing party is required to disclose by law or in regulatory, judicial or other similar proceedings;
c) if a disclosure is made to a professional who is legally bound to secrecy and the professional is not released from the duty of secrecy;
d) if the information is public knowledge at the time of knowledge or is made public thereafter, insofar as this is not based on a breach of these GTC incorporated into the contract, a confidentiality agreement, statutory regulations or an official or court order.
6.5 In the aforementioned cases, disclosure shall be limited to the extent necessary in the individual case.
6.6 In the case of letter b), the disclosing party will – to the extent permissible – notify the client. In the case of searches by investigating authorities, the affected party will formally object to the search and seizure of data of the other party to the investigating authority if the disclosing party reasonably assesses that such an objection has sufficient prospect of success.
6.7 All documents received by one Party from the other Party shall remain the property of the transferor and shall be returned to the transferor, including all copies thereof, without undue delay upon request, at least in text form, or shall be destroyed in an audit-proof manner. Confidential information contained in routine, electronically stored system backups does not have to be deleted insofar and as long as this is not reasonable for the receiving contracting party due to a disproportionate effort associated with the deletion of this confidential information. This confidential information shall be fully protected against unauthorised access. Deviating provisions of these GTC and statutory retention obligations shall remain unaffected.
6.8 This confidentiality agreement shall continue to exist for a period of 12 months after the termination of the contract between the parties.
7. Remuneration, payment, default
7.1 The client shall pay the fees for the commissioned services in accordance with the offer.
7.2 Invoices and order confirmations shall be sent in a standardised PDF format to the client’s electronic mailbox and must be in text form.
7.3 If PREVENCY provides additional services free of charge over and above the contractually owed services, these shall not constitute a legal claim for additional additional services in the future.
7.4 Unless otherwise agreed, invoicing shall be based on the valid PREVENCY price list or the price agreed individually with the client.
7.5 All published prices are non-binding. Errors and price changes at short notice are excepted. All prices are net plus the statutory value added tax, if applicable.
7.6 All fees are due for payment within 14 days of PREVENCY sending the invoice.
7.7 If, within the framework of monthly care with an agreed hourly quota, budget for ongoing activities is not called up in a month, no credit will be given for the coming month. The budget surplus expires at the end of the respective month, unless other agreements have been made.
7.8 Hourly services shall be invoiced in intervals of 0.25 hours plus a weekend and late night surcharge of 50 %. A late fee shall be charged if the service is to be provided after 6 p.m. and before 9 a.m. of the following day at the request of the client. Travel and accommodation costs shall be charged separately.
7.9 Expenses for travel to and from the venue will be reimbursed to PREVENCY upon presentation of original receipts as follows:
|Aeroplane||Economy Class incl. transfer|
|Railway||1st class, incl. all surcharges and transfer|
|Journeys with own car||per kilometre € 0.30 (according to Income Tax Act)|
|Hotel accommodation agreed with the client (min. 4 stars)||Overnight stay excluding catering costs|
7.10 PREVENCY is entitled to reasonably increase the agreed prices for the contractual services to compensate for increases in personnel and other costs. PREVENCY shall notify the client of these price increases at least in text form. The price increases shall not apply to periods for which the client has already made payments. In the event of a price increase, the client shall be entitled to terminate the contract in its entirety with one month’s notice to the end of a calendar month; if the client exercises this right of termination, the prices which have not been increased shall be charged until the termination takes effect. PREVENCY shall inform the client of this right of termination together with any announcement of a price increase. An increase in prices within three months of the conclusion of the contract is excluded.
7.11 If the agreed payment targets are not met by the client, the client shall immediately be in default. A reminder according to § 286 para. 2 no. 1 BGB is not required for this. PREVENCY is entitled to claim default interest in the amount of 9 % above the base rate (§ 288 para. 2 BGB). PREVENCY reserves the right to claim further damages. With respect to merchants, PREVENCY’s claim to the commercial due date interest rate (§ 353 HGB) shall also remain unaffected.
7.12 If the client is in arrears with payments due, PREVENCY reserves the right not to perform any further services until the outstanding amount has been settled and to pass on any resulting additional costs to the client. In case of default, PREVENCY is entitled to block all access to the PREVENCY software until payment is made. The downtime and any additional costs incurred by the client will not be reimbursed.
7.13 PREVENCY retains ownership and rights to be granted in respect of the services provided by it or its agents until full payment of the remuneration owed.
7.14 The client is only entitled to withhold payment with claims and/or rights that are undisputed or have been legally established. The client may only set off claims that are undisputed or have been established as final and absolute.
8. Contract period
8.1 The contract periods described in more detail in the respective service description shall apply. Project contracts end with the completion of the project through acceptance by the client.
8.2 For contracts with an agreed contract term, subject to deviating agreements at least in text form, the contract shall be automatically extended after expiry of the agreed contract term by the duration of the previously agreed contract term if it is not terminated in due time no later than eight weeks to the end of the month of the last full month of performance in the agreed period.
8.3 The contractual relationship shall commence with the effective placing of the order.
8.4 If the client orders additional recurring services during the current contract, the associated main contract shall be extended to the end date of the additionally ordered services, if this date should be after the end date of the main contract. With each extension of the main contract, all additional recurring services not terminated at that time shall also be extended by the extension period of the main contract.
8.5 The right to terminate for good cause remains unaffected.
8.6 Any termination must at least be in text form.
9. Changes to the terms of the contract
9.1 PREVENCY is entitled to modify and adapt the contractual conditions at any time, while maintaining the contractual services. This shall be done exclusively and only to ensure the smooth running of the contractual relationship and the optimal use of PREVENCY’s offer or if a change in the legal situation, supreme court rulings or market conditions or technical changes as well as further developments or other equivalent reasons make a modification or adjustment necessary and such a modification or adjustment does not unreasonably disadvantage the client. section 315 of the German Civil Code (BGB) shall apply in addition.
9.2 If PREVENCY intends to make changes to these GTC, the prices or essential information in the service description, for example an increase in minimum requirements or restrictions on existing functionalities, the client will be notified of the changes in text form at least four weeks before they come into force to the e-mail addresses deposited with PREVENCY by the client. If the client does not object at least in text form within four weeks of receipt of the change notification, the changes will become part of the contract at the time they take effect. PREVENCY will expressly draw the attention of the client to this intended significance of his behaviour in the notice of amendment at the beginning of the period.
9.3 If the contractual terms and conditions of external service providers change, PREVENCY has the right to no longer provide the corresponding third-party services from the time of the change. PREVENCY will inform the client thereof. If PREVENCY does not provide the third party service through another external service provider or provides it itself, the client is entitled to terminate the contract in accordance with clause 7.10. The client shall be liable for any damages caused by such termination. section 11 shall apply accordingly to the liability.
10. Liability for defects and warranty
10.1 If the services provided by PREVENCY are defective because their suitability for use in accordance with the contract is not only insignificantly impaired, PREVENCY shall be liable for material defects and defects of title in accordance with the statutory provisions. PREVENCY shall only be liable for defects in the PREVENCY software that were already present when it was provided to the client if PREVENCY is responsible for these defects. The strict liability of § 536a BGB is thus excluded subject to clause 11.
10.2 In any case, PREVENCY only owes the conscientious execution of the commissioned service, but not the concrete success. PREVENCY does not assume any guarantee for the correctness and completeness of analysis, testing, research and monitoring results.
10.3 The client shall notify PREVENCY of any defects without delay. Claims for defects shall become statute-barred after one year, unless liability exists in accordance with clause 11.
10.4 If an overload of the PREVENCY system occurs due to culpable actions of the client, his vicarious agents or assistants, PREVENCY is entitled to compensation.
11.1 PREVENCY shall be liable for intent and gross negligence in accordance with the statutory provisions.
11.2 PREVENCY shall be liable without limitation for slight negligence in the event of damage resulting from injury to life, limb or health.
11.3 Apart from this, PREVENCY shall only be liable in the event of a breach of an essential contractual obligation (cardinal obligation). Cardinal obligations are those whose fulfilment is necessary to achieve the objective of the contract, as well as all those obligations which, in the event of a culpable breach, may lead to the achievement of the purpose of the contract being jeopardised. In the event of a breach of cardinal obligations, PREVENCY shall only be liable for the foreseeable damage typical of the contract if this was caused by simple negligence, unless it concerns claims for damages by the client arising from injury to life, body or health.
11.4 In the event of slight negligence, the liability is limited to the amount of the remuneration agreed upon at the time of conclusion of the contract, which was due during the agreed contract period up to the time of the damage.
11.5 The limitations of liability arising from this clause 11 do not apply if PREVENCY has acted fraudulently or has given a guarantee for the quality of an item. The same applies if PREVENCY and the client have reached an agreement on the quality of an item. Liability in accordance with the provisions of the Product Liability Act shall remain unaffected.
11.6 Insofar as liability is excluded or limited under these GTC, this shall also apply to PREVENCY’s vicarious agents. PREVENCY shall be liable for any fault of its vicarious agents without the possibility of exemption from the fault of selection.
11.7 It is clarified that PREVENCY
§ in the case of the collection and analysis of data, does not examine the searched and linked data for computer viruses; in this respect, liability is excluded;
§ does not subject the data, information, findings and statements provided by the client to any legal examination; in this respect, PREVENCY shall not be liable for damages arising from the breach of the contractual partner’s duties to cooperate, nor for copyright, patent, trademark, utility model, design patent and other legal protection of services rendered.
11.8 If PREVENCY considers a competition law examination by a competent person or institution to be necessary for the services to be provided, the client shall bear the costs. The parties shall agree on this.
12. Force majeure
12.1 The parties shall be released from the obligation to perform under this contract if and to the extent that the non-performance of services is due to the occurrence of force majeure circumstances after the conclusion of the contract.
12.2 Force majeure shall be deemed to exist in particular if it is an event that is beyond the control of the parties. For example, force majeure exists in the event of war, civil war, war-like events, acts of terrorism, political unrest and/or the use of chemical, biological, biochemical substances and/or nuclear energy. Force majeure shall also be deemed to exist in the event of pandemics, epidemics, plagues or similar risks of disease and/or in the event of natural disasters (storms, hurricanes, earthquakes or floods, etc.) or the consequences thereof. Furthermore, force majeure shall also be deemed to exist in the event of governmental, official or other public-law interventions and measures such as ordinances, orders, general decrees, etc., for which the parties are not responsible and which prevent the performance of the contract.
12.3 Finally, force majeure exists in the event of technical problems with the internet that cannot be influenced by one of the parties.
12.4 Each Party shall immediately notify the other Party of the occurrence of a Force Majeure event.
13. Final provisions
13.1 These GTC and the contract shall be governed in all respects by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods and excluding German conflict of laws provisions. If copies of these GTC or the contract have been made in languages other than German, only the German version is binding for PREVENCY and the client.
13.2 No verbal subsidiary agreements have been made. Amendments, supplements as well as the cancellation of this contract or its components require at least text form, unless written form is agreed in these GTC or the contract or a stricter form is prescribed by law. This also applies to an amendment of this clause itself. section 305b BGB remains unaffected.
13.3 The client is not entitled to assign its rights under the contract to third parties. section 354a HGB remains unaffected.
13.4 The place of jurisdiction for all obligations, including all payment obligations, for both parties is the registered office of PREVENCY, provided that the client is a merchant, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in Germany. However, PREVENCY reserves the right to initiate legal proceedings also at the general place of jurisdiction of the client or at the place of performance of the services of PREVENCY. Overriding statutory provisions, in particular on exclusive jurisdiction, shall remain unaffected.
13.5 Unless otherwise agreed, clause 13.4 shall apply accordingly to the place of performance.
13.6 Should individual provisions of these GTC or the contract be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. Insofar as the GTC or the contract contain loopholes, those legally effective provisions shall be deemed agreed to fill these loopholes which the parties would have agreed according to the economic objectives and purpose of the GTC and the contract if they had known about the loophole. The provisions of this clause 13.6 do not involve a mere reversal of the burden of proof, but exclude the application of section 139 BGB.
Status: January 2021