General Terms and Conditions (as of 09/2019)

§ 1 General – Scope

1. The General Terms and Conditions of BRIGHT Digital GmbH are part of the contract and apply exclusively. Any other or different terms and conditions of the customer will not be accepted unless they have been agreed in writing. Deviating conditions are not recognized even if we perform an order without reservation.

2. These terms and conditions apply to all our services and deliveries and to all obligations arising out of a contractual relationship with the customer. These terms also apply to all future business relationships.

3. Agreements that are made in deviation or in addition to these General Terms and Conditions must be agreed in writing between the parties and then take precedence over these General Terms and Conditions.

§ 2 Contract Management

1. The customer is obliged to give us all laws, standards and other regulations before placing the order, on the basis of which he wishes to provide the service. The customer will also provide us with all data, documents and other information in writing in written form before placing the order, which shall be taken into account in the provision of services. Any additional costs arising from violations of these information and cooperation obligations shall be borne by the customer. We are not liable for damages that are due to breach of duty to cooperate or to the transmission of incorrect or incomplete information. Any delivered interim results must be reviewed by the customer immediately for the accuracy and completeness of the information contained in his company.

2. Delivery and performance times as well as changes in this respect are only binding if they have been agreed by mutual agreement. Insofar as we rely on the services of one or more upstream suppliers for our services, agreed performance and delivery dates shall apply subject to the timely performance of our upstream suppliers. The reservation does not apply to such delays, which we ourselves are responsible for.

3. BRIGHT Digital GmbH will provide the contractual services by appropriately qualified employees or third parties and the services in accordance with the subject of the contract and taking into account a meaningful execution of the consulting activity either in the company of the client or at the agreed place of use or in the company’s own premises BRIGHT Digital GmbH.

4. Both parties to the contract designate a responsible project manager.

§ 3 Conclusion and Duration

1. The duration of the contract results from the contracts concluded between the parties.

2. A termination during the contract period of a fixed-term contract is possible only for a good cause according to 314 BGB.

3. In the event of termination, the customer pays the contractually agreed remuneration less the costs for the part of the agreed service provision saved by the termination.

§ 4 Terms of Payment

1. Unless otherwise agreed, we will provide the customer with the services we have provided by day and number of hours in a breakdown for signature. By signing the contract, the customer recognizes the services provided, both in terms of content and amount as contractually agreed.

2. Any material costs incurred will be remunerated separately. The waiting times of our employees for which the customer is responsible are remunerated in the same way as working hours. Travel costs and expenses incurred as part of our service provision will be charged to the customer, if this is separately contractually agreed.

3. The amount to be paid is due for payment within 7 days after the order or invoice has been completed, unless the order confirmation specifies otherwise. The payment obligation is to be fulfilled by transfer to the specified account of the contractor or by cash payment.

4. The customer is only entitled to offset, even if complaints or counterclaims are asserted, if the counterclaims have been legally established, recognized by the contractor or are undisputed. The client is only authorized to exercise a right of retention if his counterclaim is based on the same contractual relationship.

5. Remuneration is based on the remuneration modalities defined in the offer. Remunerations are generally net prices plus statutory sales tax.

6. Invoices are issued monthly at the end of the respective calendar month, unless a separate provision has been made.

§ 5 Rights to the Result

1. The results resulting from the provision of services shall become the property of the customer upon payment of the agreed remuneration.

2. Insofar as rights that can be protected are incurred, the customer irrevocably receives the exclusive, transferable, temporally, objectively and locally unlimited right, the result – either by himself or by a third party – in unchanged or changed form to all known rights Use and exploit types of use. This right to use and exploit in particular includes the right to reproduce the result – by itself or by a third party – by means of any medium in physical or intangible form, to make it accessible, to play it publicly, to publish, to edit and / or transform it distribute, even through leasing and rental and third parties for all types of use – solely and at their discretion – to grant any rights of use.

3. If the use of our employees is necessary for the above transfer of rights, we undertake to declare such claim in due time after the corresponding notification.

4. We expressly waive the right to be named as originator of the result.

5. Should costs or other financial obligations arise from the claim or transfer of rights, the customer shall bear these and release us from all corresponding claims.

§ 6 Co-Operation Obligations of the Customer in Development, Manufacturing and Consulting Services

1. The contracting parties commit themselves to mutual consideration, comprehensive and immediate information as well as precautionary warning of risks against disturbing influences also from third parties.

2. The customer provides all agreed cooperation and provision services in the required quality and at the agreed deadlines or for the realization of the project without additional costs for us. The customer provides sufficient personnel and competent contact persons for the entire duration of the project.

3. If Customer’s information or documents prove defective, incomplete, ambiguous or inexecutable, it will promptly make the necessary corrections and / or additions. Any defects or malfunction of the components provided by us shall be remedied by the customer without delay.

§ 7 Use Rights

1. The results resulting from the provision of services shall become the property of the customer upon payment of the agreed remuneration.

2. Insofar as rights which can be protected are incurred, the customer irrevocably receives the exclusive, transferable, temporally, objectively and locally unlimited right, the result – even or through a third party – in unchanged or modified form to all known types of use use and recycle. In particular, this right to use and exploit includes the right to reproduce the result, whether by itself or by third parties, to distribute it in any physical or intangible form, to make it accessible, to play it publicly, to publish, to edit and / or transform it distribute, including by leasing and renting and third parties for all types of use – alone and at their discretion – to grant any rights of use.

3. If the use of our employees is necessary for the above transfer of rights, we undertake to declare such claim in due time after the corresponding notification.

4. We expressly waive the right to be named as originator of the result.

5. Should costs or other financial obligations arise from the claim or transfer of rights, the customer shall bear these and release us from all corresponding claims.

§ 8 Deadlines and Appointments

1. Only fixed deadlines can be regarded as binding dates, but they must also be marked as such. All other dates are for orientation only. If no binding deadlines and deadlines are agreed, we can only be in default after a reasonable grace period. Change requests that are introduced late or later by the customer extend the delivery times.

2. If a delivery is delayed due to unforeseeable circumstances which are not caused by us (e.g. industrial disputes, breakdowns, obstacles to transport, raw material deficiency, official measures – also at our suppliers – as well as untimely delivery), we may partially or completely withdraw from the contract or postpone delivery for the duration of the disability. As soon as we become aware of a delivery problem, we will inform the customer immediately. Claims for damages of the customer are excluded.

3. If the customer does not fully or partially fulfill his cooperation, co-operation or provision obligations, the service deadlines affected will lose their liability, in particular we will not be in default. After unsuccessful reminder we are entitled to demand the resulting damage including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the delivery item shall pass to the customer at the time when the latter is in default of acceptance. If the customer does not fulfill his cooperation, cooperation or provision obligations within a reasonable grace period following the reminder, we are also entitled to terminate the contract without notice. In this case, we are entitled to compensation and compensation claims at least in the amount resulting from 645 BGB; further claims on our part remain unaffected. The same right applies in the event that, as a result of the delay that has occurred, we can no longer carry out the project in a reasonable period of time or at a significantly higher cost, for example because of other obligations.

§ 9 Liability

1. We are liable for intentional and grossly negligent conduct, culpable injury to life, limb or health, in the event of a breach of the Product Liability Act or in the event of a breach in connection with a guaranteed property of unlimited amount. In the case of a slightly negligent breach of essential contractual obligations, our liability is limited to the replacement of the typical damage foreseeable at the time the contract was concluded. Significant contractual obligations are those obligations which protect the customer’s legal positions that are essential to the contract, i.e. the contract has to be granted to the customer according to its content and purpose, as well as those obligations whose fulfillment enables the proper execution of the contract and whose compliance the customer regularly relies on may. Incidentally, our liability is excluded for whatever legal reason.

2. The limitation of liability also applies to our employees and employees as well as vicarious agents and subcontractors.

3. A reversal of the burden of proof is not connected with the above provisions.

§ 10 Confidentiality

1. Only data, plans and other documents as well as information described by the client in writing as requiring secrecy are subject to a confidentiality agreement between the parties. If information is disclosed orally by the client, the information must be classified as confidential within ten (10) days of disclosure. The obligation to secrecy begins in doubt from receipt of the document, the secrecy obligation exists for a period of three (3) years.

2. The contracting parties commit themselves to the confidential treatment of all information and documents of the other contracting party designated as confidential or arising from the circumstances as confidential and to their business and trade secrets.

3. Not covered by secrecy is information and documents that were generally known and accessible at the time of disclosure or that were already known to the receiving party at the time of disclosure or that were reasonably made available to them by the third parties.

§ 11 Mediation

If the customer directly or indirectly concludes an employment contract with an employee employed during the provision of services during the first month of service provision or immediately after completion of the service provision, we shall be entitled to charge 25% of the employee’s annual income plus statutory sales tax as a fee. This fee will then be reduced by 1/12 per completed month of cooperation. The respective fee is due in one sum upon conclusion of the employment contract between the employee and the customer. The customer has an obligation to provide information that enables us to determine the annual income.

§ 12 Place of performance, jurisdiction, applicable law

1. Place of performance is Sindelfingen.

2. For all current and future claims arising from the business relationship with merchants, the exclusive place of jurisdiction is Stuttgart. The same place of jurisdiction shall apply if the customer does not have a general place of jurisdiction in Germany, relocates his domicile or habitual residence from the country of domicile after conclusion of the contract, or his domicile or habitual residence is not known at the time the legal action is brought. However, we are entitled to sue the customer also at his place of business or any other place of jurisdiction.

3. All legal relationships are subject exclusively to German law. The United Nations Convention on the International Sale of Goods 1980 and other conflict of laws rules do not apply.

§ 13 Final Provision

Our privacy policy is available at: www.bright-digital.de/datenschutz

§ 14 Final Provision

1. For all current and future claims arising from the business relationship with merchants, our exclusive place of jurisdiction is our place of business. The same place of jurisdiction applies if the customer does not have a general place of jurisdiction in Germany, relocates his domicile or habitual residence from the country after conclusion of the contract, or his domicile or habitual residence is not known at the time the complaint is filed. However, we are entitled to sue the customer also at his place of business or any other permissible place of jurisdiction.

2. All legal relationships are subject exclusively to German law.

3. Should a point of the contractual relationship with the supplier for other reasons than the 305-310 BGB be wholly or partially ineffective or later, the validity of the remaining provisions shall not affect if not taking into account the following provision, the contract for a party represents unacceptable hardness. The parties are aware of the case law of the Federal Court of Justice, according to which a severability clause merely reverses the burden of proof. However, it is the express intention of the parties to maintain the validity of the remaining provisions of the contract under all circumstances and thereby to deduct 139 BGB in total. The same applies to a contract gap. In lieu of the invalid or unenforceable provision, a reasonable provision shall apply which comes closest to what those parties intended or would have intended if they had considered the point when the contract was concluded or when a provision was subsequently adopted.

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    • Standort Sindelfingen
    • [email protected]
    • Mercedesstraße 19,
    • 71063 Sindelfingen, Germany