General terms and conditions (GTC)
1.1 These General Terms and Conditions (hereinafter “GTC”) apply to all current and future business relationships between PREVENCY GmbH (hereinafter “PREVENCY”) and the client (hereinafter “client”) (hereinafter jointly “parties”). They do not apply to clients who are consumers within the meaning of § 13 BGB. These GTC extend to 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: Local court Wuppertal
Sales tax identification number according to §27 a sales tax law: DE327215925
Represented by: Lars Niggemann (CEO)
Phone: +49 (0)202 52 74 84 84
Fax: +49 (0)202 52 74 84 85
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. Components of each contract are, subject to supplementary agreements, the service description of PREVENCY and the individual PREVENCY offer.
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 by the client of its claims to this extent.
1.5 The subject matter of the contract is the provision and remuneration of contractual services and / or 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 deviating agreements have been made (at least in text form).
1.6 Notifications from PREVENCY to the client, as well as all correspondence concerning the contract, shall be made via the e-mail address or postal address or fax identification provided by the client.
1.7 The client’s master data will be entered in PREVENCY’s client management software and he will be informed proactively and regularly about new consulting offers, software features, trainings 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 recognize and objects to any conflicting or deviating terms and conditions of the client; this does not apply only if PREVENCY (exceptionally) expressly consents to their application 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 terms and conditions of the client have been accepted by PREVENCY in writing, these terms and conditions of PREVENCY as well as their annexes shall also apply. In case of conflicting regulations, the GTC of PREVENCY shall prevail.
1.9 The individual conditions or agreements specified in an offer shall 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.
- Services of PREVENCY
2.1 PREVENCY’s services are divided into the following areas:
” Crisis Readiness Program”: Continuing Education and Empowerment Training Programs.
” Simulations and Trainings”: Imparting specialist knowledge and raising awareness using our software, among other things.
” Subscription”: Software applications and infrastructure.
2.2 For the service areas “Simulations and trainings” applies:
2.2.1 PREVENCY shall provide the client with consulting, conceptual design, analysis and training services to the extent and with the objectives and under the conditions set forth in the respective service description. For these services PREVENCY shall be remunerated by the client in accordance with the conditions described in Section 7.
2.2.2 Service scopes and/or work hour quotas not used by the client in the respective month or within the defined project term shall expire at the end of the month or at the end of the respective project term.
2.3 For the service area “Subscription” applies:
2.3.1 PREVENCY shall provide the client with the use of the client and application software described in more detail in the service description to the extent of the functions described in more detail therein and subject to the functional prerequisites and technical requirements also specified therein. For this, PREVENCY shall be remunerated by the client in accordance with the conditions described in Section 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 server of PREVENCY or on the server of subcontractors of PREVENCY, unless otherwise agreed (at least in text form). Not owed by PREVENCY is the establishment and maintenance of the data connection between the IT system of the client and the transfer point operated by PREVENCY. Section 3.2.6 shall apply. The agreed scopes of services (in particular the number of login accesses, simulated channels, administrable exercises, or API credits, etc.) each represent the monthly limit, 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 shall provide a one-time introduction to the operation of the software for the client to the extent required.
2.3.3 PREVENCY offers additional support beyond the scope of Section 2.3.2 against separate invoicing. Clause 4 and Clause 10 remain unaffected.
2.3.4 Service scopes and/or work hour quotas not used by the client in the respective month or within the defined project term shall expire at the end of the month or at the end of the project term.
2.3.5 PREVENCY shall 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.
- Rights of use, access authorizations and cooperation services
3.1 For the service area “Simulations and trainings” applies:
3.1.1 PREVENCY grants the client a temporally and spatially unlimited, simple and non-transferable right of use for the training documents created by PREVENCY as well as for results of the services provided by PREVENCY and its vicarious agents.
3.1.2 The client shall be permitted to reproduce and distribute the documents provided by PREVENCY exclusively for internal purposes. In particular, the disclosure or dissemination to third parties, whether in return for payment or free of charge, the reproduction or modification are not permitted; any uses beyond this require the express written agreement between the parties.
3.2 For the service area “Subscription” applies:
3.2.1 The client receives an access authorization (login) for each registered person, consisting of a user name and a password for the use of the PREVENCY software. The client may only disclose the user name and password to authorized users and shall otherwise keep this data secret. Authorized 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 receives 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 authorized simultaneous users of the PREVENCY software specified in the offer. The workstations used by the authorized persons must meet the minimum technical requirements specified in the service description. Section 3.2.7 applies. The connection of the workstations of the client is made via a data connection to be set up by the client in accordance with the information in and the 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 available to third parties (Section 3.2.1). 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 violation of this clause 3.2.3, the client shall pay damages for each unauthorized user in the amount of 100% of the remuneration that would have been incurred for authorized 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 related to data processing and transmission developed by PREVENCY in connection with the contemplated services may be used by PREVENCY freely and without restriction, even 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 shall assume responsibility for setting up a data connection between the workstations it intends to use and the handover 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 authorized by the client to use the PREVENCY software being familiar with the operation of the software. The client shall use only such hardware and software for the use of PREVENCY’s services 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 operational impairments of the use of the PREVENCY software, the client shall inform PREVENCY immediately (§ 121 para. 1 sentence 1 BGB) at least in text form.
3.2.9 As part of the collection of scores and analysis data during the AI-driven media and communication simulation, PREVENCY stores the content of the given scenarios as well as content, comments, likes and shares created in the simulation and 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 offer BUZZMAPPER PREVENCY stores the results of the client’s searches automatically for the contract period. The client can view the search result lists and statistics at any time. Within the scope of “Simulations and Trainings” and “Subscription” PREVENCY uses publicly available web content.
The data and content delivered by PREVENCY as part of the BUZZMAPPER, “Simulations and Trainings” and “Subscription” offerings are regularly subject to third-party copyrights. The services provided by PREVENCY within the scope of the offers as well as other technical data analyses consist in the playout, aggregation and analysis of data streams and expressly not in the granting of rights of use to data and content of third parties, unless this is explicitly agreed in the contract. The client is aware that PREVENCY is not entitled to grant licenses itself, for example for the reproduction, public disclosure or redistribution of the data and content. The client has to check the question of the necessity of a copyright licensing for his own purposes of use and has to obtain the licenses 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 copyrighted content such as blog entries and articles on behalf of the client. If the client becomes aware of a copyright infringement, he will inform PREVENCY about the copyright infringement without delay. In this case or if a copyright holder requests PREVENCY to shorten the protected content or to make changes to the structure or data format, PREVENCY is free to make these changes or to remove the protected content from all result lists.
3.3 The following applies to all service areas (in particular “Crisis Readiness Program”, “Simulations and Trainings” and “Subscription”):
3.3.1 If a claim is made against the client by a third party claiming that the rights of the client 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 initiated with PREVENCY in advance. Any settlement agreements of the client with the third party 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 applies mutatis mutandis in the case 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 any third party rights. 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 such claims are the responsibility of the client, its agents and vicarious agents. This indemnity obligation also extends to any warning, court and legal costs incurred.
- Service level agreement for the service area “Subscription
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 service provision 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 immediately, but at least 12h 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% in the sense 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 user 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 after the end of the month in which the availability was undercut, otherwise the client’s claim to service credits for that month will be forfeited.
- 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 obligate the employees involved in data processing to maintain data secrecy or confidentiality in accordance with the GDPR and to familiarize them with the relevant provisions of data protection. The personal data of the client will 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, commissioned data processing shall be deemed to exist and PREVENCY shall comply with the instructions of the client (e.g. regarding compliance with deletion and blocking obligations). In addition, a commissioned processing agreement will be 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 respective other party may potentially receive confidential information in connection with the provision of services. This may include, but is not limited to, business secrets, information about business plans, financial resources, products and projects, processes, client and employees of the respective other contracting party and its client and of any companies affiliated with the client and their client. Such confidential information shall be kept secret.
6.2 Protected information shall include in particular, but not be limited to, information which has become known to the other contracting party in connection with its business relationship with its client and which constitutes recognizably confidential facts, irrespective of whether the knowledge is based on a communication by the other party itself, a third party or on its own perception. The protection is not limited to facts, but also includes value judgments 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 shall not apply,
a) if disclosure is necessary for the enforcement of rights and obligations under this Agreement;
b) if the disclosing party is obliged to disclose by law or in official, 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 publicly known at the time of knowledge or is made publicly known thereafter, unless this is based on a violation of these GTC incorporated into the contract, a confidentiality agreement, statutory provisions 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 shall – to the extent permissible – notify the client. In the event of a search by investigating authorities, the affected party shall formally object to the search and seizure of data of the other party vis-à-vis 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 transferring party and shall be returned to the transferring party 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 need not be deleted to the extent and as long as this is not reasonable for the Receiving Party due to a disproportionate effort associated with the deletion of such Confidential Information. This confidential information shall be fully protected against unauthorized 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 termination of the contract between the parties.
- Remuneration, payment, default
7.1 The client shall pay the fees for the commissioned services in accordance with the offer. PREVENCY is entitled to demand a reasonable share of the costs prior to the provision of services. If the client is in default with the due advance payment, PREVENCY is entitled to withdraw from the contract.
7.2 Invoices and order confirmations shall be sent to the client’s electronic mailbox in a standardized PDF format and must be in text form.
7.3 If PREVENCY provides additional services free of charge beyond 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 price list of PREVENCY or the price individually agreed with the client.
7.5 All published prices are non-binding. Errors and price changes at short notice are reserved. All prices are net plus the statutory value added tax, if applicable.
7.6 All fees are due for payment within 14 days after dispatch of the invoice by PREVENCY.
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 issued for the coming month. The budget surplus expires at the end of the respective month, unless other agreements have been made.
7.8 Hourly-based 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 performed after 6 p.m. and before 9 a.m. of the following day at the request of the client. Travel and accommodation costs will be charged separately.
7.9 Expenses for travel to and from the event location will be reimbursed to PREVENCY upon presentation of original receipts as follows:
Plane: Economy Class incl. transfer
Rail: 1st class, incl. all surcharges and transfer
Travel with own car: Per kilometer € 0,35 (according to income tax law)
Accommodation in a hotel (min. 4 stars) agreed with the client: 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 such 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 is entitled to terminate the contract as a whole with one month’s notice to the end of a calendar month; if the client exercises this right of termination, the prices that have not been increased will be charged until the termination takes effect. PREVENCY will inform the client of this right of termination together with each announcement of a price increase. An increase of prices within three months after 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. PREVENCY is entitled to charge default interest in the amount of 9% above the prime 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 further services until the outstanding amount has been settled and to pass on to the client any additional costs incurred as a result. In case of default, PREVENCY is entitled to block all access to the PREVENCY software until payment is made. A refund of the downtime and additional costs incurred by the client will not take place.
7.13 PREVENCY retains ownership and rights to be granted to the services rendered by it or its vicarious agents until full payment of the remuneration owed.
7.14 The client shall only be entitled to retention 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.
- Contract term
8.1 The contract periods described in more detail in the respective service description shall apply. Project contracts shall end upon completion of the project by acceptance by the client.
8.2 For contracts with an agreed contractual term for the service “Subscription”, unless otherwise agreed at least in text form, the contract shall be automatically extended after expiry of the agreed contractual term by the duration of the previously agreed contractual 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 upon effective placement 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 cause shall remain unaffected.
8.6 Any notice of termination must be given at least in text form.
- Changes to the contractual conditions
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 operation 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 the increase of minimum requirements or restrictions of existing functionalities, the changes will be communicated to the client 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 after receipt of the change notification, the changes will become part of the contract at the time they take effect. PREVENCY will explicitly point out to the client this intended meaning of his behavior in the change notification at the beginning of the period.
9.3 If contractual terms of external service providers change, PREVENCY shall have the right to no longer provide the respective third-party services as of the date of change. PREVENCY will inform the client about this. In case PREVENCY does not provide the third party service by another external service provider or by itself, the client is entitled to terminate the contract according to clause 7.10. For liability, clause 11 shall apply accordingly.
- Liability for defects and warranty
10.1 If the services provided by PREVENCY are defective because their suitability for contractual use 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 of the PREVENCY software which were already present at the time of its transfer 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 warranty 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 time-barred after one year, unless there is liability according to clause 11.
10.4 If an overload of the PREVENCY system occurs due to culpable actions of the client, its vicarious agents or employees, PREVENCY shall be entitled to damages.
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, body or health.
11.3 Apart from that, PREVENCY shall only be liable in case of breach of an essential contractual obligation (cardinal obligation). Cardinal obligations are those whose fulfillment is necessary to achieve the purpose 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 jeopardized. In the event of a breach of cardinal obligations, PREVENCY shall only be liable for the foreseeable damage typical for the contract if such damage 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 pursuant to Section 11.3 shall be limited to the amount of the remuneration agreed upon at the time of conclusion of the contract, which was due during the agreed contractual period up to the time of the damage.
11.5 The limitations of liability resulting 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 shall apply if PREVENCY and the client have entered into an agreement on the quality of an item. The liability according to the regulations of the product liability law remains unaffected.
11.6 To the extent that 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 fault of selection.
11.7 Clarify that PREVENCY.
in the case of 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 review; in this respect PREVENCY shall not be liable for any damages resulting from the breach of cooperation obligations of the contractual partner, nor for copyrights, patents, trademarks, utility models, designs and other legal protection of services rendered.
11.8 If PREVENCY deems it necessary to have the services to be rendered examined by a competent person or institution with regard to competition law, the client shall bear the costs. The parties shall agree on this.
- Force majeure
12.1 The parties shall be released from the obligation to perform under this Agreement 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 Agreement.
12.2 Force majeure shall be deemed to exist in particular if it is an event beyond the control of the parties. For example, force majeure shall be deemed to exist in the event of war, civil war, warlike events, acts of terrorism, political unrest and/or use of chemical, biological, biochemical substances and/or nuclear energy. Force majeure shall also exist in the event of pandemics, epidemics, plagues or similar dangers of disease and/or in the event of natural disasters (storms, hurricanes, earthquakes or floods, etc.) or consequential effects based thereon. Furthermore, force majeure shall also be deemed to exist if governmental, official or other public-law interventions and measures such as ordinances, orders, general decrees, etc., for which the parties are not responsible, occur that stand in the way of the execution of the contract.
12.3 Finally, force majeure shall be deemed to exist in the event of technical problems of the Internet beyond the control of either party.
12.4 Each Party shall immediately notify the other Party of the occurrence of a Force Majeure event.
- 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 shall be 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 shall also apply to any amendment of this clause itself. § Section 305b BGB remains unaffected.
13.3 The client shall not be entitled to assign its rights under the contract to third parties. § Section 354a of the German Commercial Code (HGB) shall remain 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 legal provisions, in particular regarding exclusive jurisdiction, remain unaffected.
13.5 Unless otherwise agreed, Clause 13.4 shall apply accordingly to the place of performance.
13.6 If individual provisions of these GTC or the contract are 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 the 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: April 2022