1. The following conditions conclusively regulate the contractual relationship between Volt Vision GmbH, Burgunderstr. 33a, 50677 Cologne (hereinafter: Volt Vision) and the respective customer and apply exclusively. Customer conditions that conflict with or deviate from these terms and conditions will not be recognized unless Volt Vision has expressly agreed to them in individual cases.
2. They apply exclusively to entrepreneurs. An entrepreneur within the meaning of these terms and conditions is a natural or legal person or a partnership with legal capacity who, when placing an order, is acting in the exercise of his or her commercial or independent professional activity.
3. Volt Vision reserves the right to change the General Terms and Conditions at any time without stating reasons. Volt Vision will inform the customer of this at least two weeks before the change to the General Terms and Conditions comes into effect and send it to him. If the customer does not object to the changed conditions within two weeks of receiving the notification of the change, the changed terms and conditions are deemed to have been accepted. If the customer objects to the changed conditions within the deadline, Volt Vision is entitled to terminate the contract at the time the changed General Terms and Conditions come into effect or to continue the contract under the previous conditions.
4. The contract is concluded exclusively in German. The General Terms and Conditions and the contracts concluded with reference to these General Terms and Conditions are subject exclusively to German law, excluding the UN Convention on Contracts for the International Sale of Goods.
5. All prices are net Euro prices plus the applicable statutory value added tax.
6. In the event of conflicts within the contractual relationship between the parties, the following order of priority shall apply:
a) individual agreements
b) Part B of these general terms and conditions
c) Part A of these general terms and conditions
§ 2 Conclusion of contract, subject matter of the contract, scope of services, place of service
1. The respective contract is concluded by confirmation of the offer made by Volt Vision in text form by the customer or through an appropriate online process. Sending the customer's request to Volt Vision represents an offer to conclude the contract, which must be expressly accepted by Volt Vision. Volt Vision is bound to its offer for 30 days (unless otherwise stated in the contract).
2. The individual items of service and the scope of the services to be provided by Volt Vision arise from the contract concluded between the parties and/or any included service descriptions and/or the underlying offer.
3. Unless otherwise agreed, Volt Vision may also use third parties to carry out the services. Without prejudice to Volt Vision's rights, the delivery periods are extended due to the customer's default by the period during which the respective contractual partner fails to meet its obligations towards Volt Vision.
4. Processes or events that occur after completion of work steps or the respective service itself do not oblige Volt Vision to update the findings already obtained or to revise information passed on to the customer.
5. If Volt Vision defaults on the performance owed, the customer shall only be entitled to withdraw from the contract if Volt Vision does not comply with a grace period set by the customer.
§ 3 Obligations of the customer
1. The customer is obliged to use the services provided, works created and/or rights of use granted by Volt Vision only for the contractually agreed purposes.
2. The customer is also obliged to ensure that the graphics, texts, images, information, data, photos and files provided by him to Volt Vision for the contractually agreed services to be provided by Volt Vision do not violate legal regulations and/or the rights of third parties.
3. The customer is obliged to check the legal admissibility of the services ordered himself. This applies in particular in the event that Volt Vision's services violate competition law, copyright law, trademark law or other ancillary copyright regulations.
4. If third parties assert claims against Volt Vision in accordance with the preceding paragraphs, Volt Vision will inform the customer of this immediately. The customer undertakes to indemnify Volt Vision from any liability towards third parties, to support Volt Vision in its legal defense and to bear the costs of appropriate legal defense, provided that Volt Vision is not at fault.
5. The parties work together in a spirit of trust. If one of the contracting parties realises that information and requirements, whether their own or those of the other contracting party, are incorrect, incomplete, unclear or not feasible, they must immediately inform the other party of this and of the consequences they can foresee. The parties will then look for a solution that is in line with their interests and strive to achieve this, if necessary in accordance with the provisions on changes to services. The customer's duty to cooperate arises fundamentally from the respective contract and/or from the circumstances of the respective contract. The list of obligations mentioned is not exhaustive. In particular, the customer provides the following services free of charge:
a) He will submit all required or requested documents, process descriptions and other information in full and in good time before the start of the services.
b) He shall ensure that competent informants are available and willing to provide information at all times during the contract period.
c) Immediately after conclusion of the contract, he will appoint a responsible contact person who can answer all questions regarding the implementation of the project and make all related decisions.
d) He will provide work and meeting rooms as well as access to common means of communication (Wi-Fi and Internet if there is insufficient mobile network coverage) at the project site, as required at Volt Vision's discretion.
(e) He will ensure free access to all sites and installations concerned and the right to inspect them.
f) He shall provide the necessary access authorizations and user data for all systems required within the scope of the project immediately after conclusion of the contract.
g) He ensures that any service for which a third party is responsible, which may influence or be related to the provision of services by Volt Vision, is provided on time and to the required quality and that Volt Vision is provided with all the necessary information and results in a timely and correct manner. In this context, Volt Vision is not obliged to check the accuracy and/or plausibility of the customer's information. Volt Vision will inform the customer of any obvious inaccuracies.
h) He will, to the extent necessary at Volt Vision’s discretion, provide all necessary systems correctly configured at the technical level.
i) He will immediately inform Volt Vision of any actual or likely delay in the required access to the sites or facilities in question, as well as of any delays in the provision of or changes to the information required by Volt Vision to provide the services.
j) He will immediately inform Volt Vision of any actual or potential HSE risk known to the Client and deemed relevant to the provision of Services, and of any measures implemented or planned by the Client against such risks which must be taken into account by Volt Vision personnel.
k) In the event that Volt Vision visits or works on facilities or sites controlled by customers to provide services directly or indirectly, the customer is responsible for the adequacy, stability, safety and compliance with regulations regarding the working environment, including appropriate measures to prevent or control risks. Volt Vision or its personnel may refuse to carry out activities or enter an area or site if Volt Vision or its personnel, in its sole discretion, believes that there are relevant risks that are not acceptable in the overall assessment.
§ 4 Rights of use
1. The agreed rights of use for the services provided/delivered and/or works created by Volt Vision are only transferred to the customer upon receipt of full payment. If there is no separate right of use agreement in the underlying offer, the customer generally only receives a simple right of use for the intended use, which is only transferable to the customer's end customer and has no time limit.
2. In the relationship between the contractual partners, all rights to work materials belong exclusively to Volt Vision, unless these General Terms and Conditions or any other agreement grants rights to the customer.
§ 5 Prices, payment terms, default
1. The amount of remuneration and the method of billing are based on the respective contractual agreement/underlying offer and/or these terms and conditions.
2. If it is expressly stated in the contract that the amount of remuneration stated is a provisional estimate, later deviations are possible by specifying or updating the project planning. Volt Vision will then inform the customer if the estimated expenditure is exceeded by more than ten percent and will coordinate with the customer on how to proceed.
3. Objections to payroll statements must be submitted to Volt Vision in writing. Volt Vision invoices are deemed to be approved by the customer if they are not objected to within four weeks of receipt. To meet the deadline, it is sufficient to send the objection in a timely manner.
4. If the customer defaults on payment, Volt Vision is entitled to withhold further services and to interrupt ongoing services.
5. In the event of premature termination of the contract, regardless of the type, the services already provided by Volt Vision must be remunerated in accordance with the contractual provisions until the termination event takes effect. Any legal claims to which Volt Vision is entitled due to premature termination are not affected by this. Any claims arising from this number 6 are to be offset against legally arising claims.
6. Payment terms for seminars:
a) The remuneration agreed with Volt Vision is a net price, which is to be paid plus the applicable statutory sales tax.
b) Volt Vision's invoices are due without deductions upon receipt by the customer. Invoices must be transferred to the account specified by Volt Vision no later than the 15th calendar day after the due date. Deviating agreements in individual contracts are possible.
c) Cancellation conditions:
After acceptance of the offer / placement of the order, the following conditions apply in the event of cancellation of events and appointments by the client:
There are no cancellation fees up to 31 working days (Mon-Fri) before the start of the event.
– Between 30 and 15 working days (Mon-Fri) before the start of the event, 25% of the agreed contract amount for this date/event will be charged in the form of cancellation fees.
– Between 14 and 4 working days (Mon-Fri) before the start of the event, 50% of the agreed contract amount for this date/event will be charged in the form of cancellation fees.
– From 3 working days (Mon-Fri) before the start of the event, 100% of the agreed contract amount for this date/event will be charged in the form of cancellation fees.
§ 6 Warranty/Liability
1. Volt Vision provides its services using the latest technology. When creating the software, Volt Vision is obliged to exercise the care customary in the industry. Technical data, specifications and performance details in public statements, particularly in advertising materials, are not quality details and are not guaranteed properties. The functionality of software is based on the description in the user documentation or the offer and the additional agreements made in text form.
2. In principle, Volt Vision's services are to be qualified as services for which no specific result is owed, unless this is offered accordingly. The following regulations in § 6 No. 1 apply in the event that, in exceptional cases, work services are provided: in the case of work services, Volt Vision assumes liability for defects that the agreed work services meet the requirements agreed on the basis of the contract and are suitable for contractual use. The limitation period for defects according to §§ 634, 434, 435 BGB is one year.
3. In the case of sales contracts, the warranty period for the rights under Section 437 No. 1 and No. 3 of the German Civil Code (BGB) for new items is one year from the start of the statutory limitation period, in deviation from Section 438 Paragraph 1 No. 3 of the German Civil Code (BGB). The warranty is excluded for used items.
4. In the case of rental agreements, Volt Vision’s liability for damages regardless of fault for defects that already existed at the time the contract was concluded is excluded.
5. Any liability for defects is excluded for defects caused by external influences for which Volt Vision is not responsible, or by improper use by the customer. It also does not apply if the customer himself or third parties make changes and/or additions to Volt Vision's services without express written permission. However, the customer can provide evidence to the contrary that the respective change and/or addition is not the cause of the defect.
6. The customer must report any defects immediately. The notification can initially be made verbally, but must be submitted in writing or by email within 10 working days at the latest. A notification of defects must contain as precise a description of the fault as possible.
7. Before asserting claims for subsequent performance, the customer will check with due care whether there is a defect that requires subsequent performance. If an alleged defect does not fall under the obligation to provide subsequent performance (apparent defect) or Volt Vision has to incur additional costs due to an error message that is not sufficiently specific, the customer can be charged for the services provided by Volt Vision for verification and error correction at the applicable rates plus the expenses incurred, unless the customer could not have recognized the apparent defect even if he had exercised due care.
8. The customer will support Volt Vision in identifying and eliminating defects and will immediately provide access to the documents from which the detailed circumstances of the occurrence of the defect can be derived.
9. Subsequent performance shall be carried out at Volt Vision’s discretion by eliminating the defect, delivering a defect-free item, or showing ways in which the effects of the defect can be avoided.
10. Volt Vision may also remedy defects by providing the customer with instructions by telephone, in writing or electronically.
11. The customer is not permitted to carry out any repairs himself.
12. The place of performance for subsequent performance is the registered office of Volt Vision. Subsequent performance can be carried out by means of telecommunication transmission, unless the customer cannot reasonably be expected to accept telecommunication transmission.
13. Volt Vision is entitled to make at least five attempts at subsequent performance within a reasonable period of time. The failure of a fifth attempt at subsequent performance does not necessarily mean that subsequent performance has failed completely. Rather, Volt Vision is entitled to make further attempts at subsequent performance within the set deadlines or in view of the circumstances of the individual case.
14. Volt Vision is liable without limitation for damage caused intentionally or through gross negligence, for fraudulent concealment of defects, for assumption of a guarantee of quality, for claims based on the Product Liability Act and for injury to life, body or health.
15. Volt Vision shall only be liable for other damages if an obligation is violated whose compliance is of particular importance for achieving the purpose of the contract (cardinal obligation).
16. Liability under the above-mentioned paragraph 15 is limited to the amount of foreseeable damage that can typically be expected to occur.
17. Volt Vision is not liable for the loss of data and/or programs if the damage is due to the customer failing to perform regular data backups at the usual short intervals in the industry and thereby ensuring that lost data can be restored with reasonable effort. The customer can prove that the respective data backup obligation is an obligation of Volt Vision.
18. The above liability provisions also apply to Volt Vision’s vicarious agents.
§ 7 Force majeure
§ 8 Rights of Volt Vision
§ 9 Travel expenses
§ 10 Confidentiality
1. The term “confidential information” includes all information, data and documents of the parties that are made available to the other contracting party verbally, in writing or digitally in connection with a contract and/or for the performance of a contract that is concluded under these terms and conditions. This agreement covers in particular ideas, business ideas, product descriptions, access data, source codes, developments and technologies.
2. The parties hereby undertake to keep the confidential information secret and in particular not to disclose it to third parties. This obligation shall continue even after the end of the contract for a period of up to 3 years after the end of the contract.
3. The parties are only entitled to disclose confidential information to their own bodies and employees who are absolutely necessary for the discussions, as well as to their tax advisors, auditors and lawyers, provided that the aforementioned persons are contractually and/or professionally bound to confidentiality and the information is required for the proper execution of the contract.
4. The parties will inform the persons dealing with the confidential data of this regulation and expressly point out their obligation to maintain confidentiality or expressly agree to such an obligation with them, for example in the employment contracts. The parties are just as responsible for any breach of this agreement by their vicarious agents as they are for their own actions.
5. The above obligations shall not apply to information that:
a) which the other contracting party has obtained from publicly accessible sources or which are generally known or accessible,
b) which the other contracting party has lawfully received prior to the joint negotiations/relations,
c) which the other contracting party has lawfully obtained from third parties, even after the dates specified in the above paragraph, provided that the third party has thereby breached neither its own obligation of confidentiality nor its own prohibition on disclosure;
d) which have been expressly marked as non-confidential or have been designated as such orally,
§ 11 Final provisions
§ 1 Obligations of the customer
§ 2 Obligations of Volt Vision
1. Volt Vision's obligations arise from the respective contract and these General Terms and Conditions. Volt Vision is not obliged to achieve the success/customer objective of the services ordered by the customer.
§ 3 Confidentiality/Secrecy
§ 4 Limitation of Liability
§ 5 Terms of payment
The payment plan must be taken into account in accordance with the offer. The respective payments are due according to the payment plan after the order or after the delivery of the project results. Additional services not covered by the offer will be invoiced separately or together. Travel times and costs associated with a trip (transport, accommodation, etc.) for trips to the customer, manufacturers and/or suppliers will be invoiced after consultation with the customer. The payment term for settling invoices is 14 days without deduction.
The prices are valid for a period of one year from the date of the order. If the processing takes longer or in the case of a
§ 1 Obligations of Volt Vision
Volt Vision's obligations arise from the respective contract and these General Terms and Conditions. In principle, Volt Vision's services are to be qualified as services for which no specific result is owed unless this is offered accordingly.