General Terms and Conditions

COMLOG GmbH, Schulstr. 21, DE-63867 Johannesberg 
– hereinafter referred to as “Contractor –

General Terms and Conditions for Services

– Domestic –

1. Scope of application

1.1 The following terms and conditions apply exclusively to service contracts for consulting, planning and programming work and other services (except training and maintenance) between the Contractor and its customers.

1.2 In the case of deviating or supplementary agreements – in particular in the case of contradictory General Terms and Conditions – the express written consent of the Contractor is required. All orders and commissions as well as any special assurances must be confirmed in writing by the Contractor in order to be valid. This written form requirement can only be waived by written agreement.

2. Project and service description

2.1 The contracting parties shall define the description of the project and the service description in the service contract.

2.2 The service description shall include the type, scope and specification of the services to be provided by the Contractor as well as information on the type and scope of the Customer’s provisions.

3. Execution of the contract

3.1 The Contractor’s services are provided to support the Client in the implementation of its project (Section 2.1). The Client shall be responsible for the course of the project in its entirety and for its results.

3.2 Within the scope of the service contract, the Contractor shall determine and be responsible for the manner in which its services are performed. The Customer shall have no rights to issue instructions to the Contractor, its employees, vicarious agents or assistants, but the Contractor shall endeavor to take the Customer’s wishes into account.

Contractor shall endeavor to take the customer’s wishes into account.

4. Dates and deadlines

4.1 Performance dates and deadlines are binding if they have been designated as binding in writing by the Client and the Contractor in the individual case; otherwise all dates or deadlines are non-binding.

4.2 If non-compliance with a date or deadline is due to an unforeseen event beyond the Contractor’s control, the date or deadline shall be extended by a reasonable period of time.

In the event of default on the part of the Contractor, the Customer shall be entitled to terminate the contract in question without notice after the fruitless expiry of a reasonable grace period set for the Contractor in writing, to the exclusion of all other rights – with the exception of the rights under Clause 4.3. Partial services which have been rendered by the Contractor under the relevant contract up to the termination shall be paid in full by the Customer.

5. contact persons of the contracting parties

The contracting parties shall name their contact persons and deputies for questions relating to their cooperation in the service agreement.

6. cooperation of the customer

6.1 The Customer shall ensure that all necessary cooperation of the Customer or its vicarious agents is provided on time, to the required extent and free of charge for the Contractor.

6.2 The Customer’s obligations to cooperate and its obligations to provide (Clause 2.2) are essential obligations of the Customer.

6.3 The Customer shall provide the Contractor’s employees with all necessary support during their work at the Customer’s premises.

6.4 The Customer shall ensure for the benefit of the Contractor’s employees working with the Supplies that its Supplies comply with the occupational health and safety regulations.

6.5 Data carriers provided by the Customer must be technically flawless in terms of content. If this is not the case, the Customer shall compensate the Contractor for all damages arising from the use of these data carriers and shall indemnify the Contractor against all third-party claims.

6.6 The Customer shall retain copies of all documents and data carriers provided to the Contractor, which the Contractor may access at any time free of charge.

6.7 After providing the services, the Contractor shall be entitled to destroy the documents received from the Client. The Contractor shall return the documents at the Customer’s request.

6.8 If the customer does not provide a required cooperation service, does not provide it on time or does not provide it in the agreed manner, the resulting consequences (e.g. delays, additional expenses) shall be borne by the customer.

6.9 Further duties and obligations of the customer shall be regulated in the service contract.

7. Prices and terms of payment

7.1 The remuneration for the services covered by the service contract is set out in the contract; if the contract does not contain any provision in this respect, remuneration shall be based on time and material in accordance with the Contractor’s price list/fee schedule valid at the time the service is provided.

7.2 Travel costs and expenses to be paid by the Contractor to its employees deployed under the service contract in accordance with the Contractor’s respective travel expense regulations shall be charged to the Client after deduction of input tax. Travel times shall be remunerated at 100% of the hourly rate shown for the relevant employee in the Contractor’s price list/fee schedule valid at the time the service is provided.

7.3 The statutory value added tax and any other statutory charges shall be charged additionally at the rates applicable at the time of invoicing.

7.4 Remuneration, travel costs and expenses shall be invoiced monthly in arrears.

7.5 Invoices are due and payable without deduction within 14 days of receipt of the invoice.

The Contractor shall be entitled to charge interest at a rate of 3% above the respective discount rate of the Deutsche Bundesbank in commercial business transactions from the due date, otherwise in the event of default of payment by the Customer.

8. Right of use

The Customer shall receive a non-exclusive, non-transferable right of use to the services provided by the Contractor in accordance with the contract; it may only use the results of all services provided by the Contractor under the service contract for its own internal operational purposes and may not pass them on to third parties or publish them without the Contractor’s prior written consent. All other rights of use shall remain with the Contractor.

9. Service provision

The Contractor shall provide the services to be rendered by it in accordance with the principles of proper professional practice in accordance with the scope agreed in the service contract within the period agreed with the Client.

10. liability

The following liability regulations apply to the liability of the Contractor as well as to the personal liability of its employees, vicarious agents and assistants – regardless of the legal grounds:

10.1 The Contractor shall be liable for intent and gross negligence in accordance with the statutory provisions (Product Liability Act).

10.2 In cases of slight negligence, liability for all damages, in particular consequential damages, indirect damages or loss of profit, is excluded.

10.3 The above limitations shall not apply in the event of injury to life, limb or health.

10.4 The Customer is obliged to notify the Contractor immediately in writing of any damage or loss for which the Contractor is legally liable.

10.5 Insofar as claims for damages exist, these shall lapse within one year from the time at which the contractual service should have been rendered.

10.6 Insofar as the Contractor’s liability is excluded or limited, this shall also apply to the liability of its employees, vicarious agents and assistants.

11. Confidentiality

11.1 The contracting parties mutually undertake to treat as confidential the information made available to them by the other party under the service contract as well as knowledge that they obtain on the occasion of the cooperation on matters – for example of a technical, commercial or organizational nature – of the other contracting party and not to exploit or use it or make it available to third parties during the term of the contract or after termination of the contract without the prior written consent of the party concerned. Any use of this information shall be limited solely to use for the performance of this contract.

11.2 This confidentiality obligation does not apply to information that the other party can prove
a) has received or receives lawfully from third parties, or,
b) which was already generally known when the contract was concluded or which subsequently became generally known without breach of these obligations.

11.3 The contracting parties shall obligate their employees, vicarious agents and assistants accordingly.

11.4 The obligations described above shall remain in force for both contracting parties even after termination of the contract for a further five years from the end of its term.

11.5 The Contractor shall be entitled to process the personal data entrusted to it or have it processed by third parties within the scope of the purpose of the service contract in compliance with data protection regulations. The Contractor shall process the Customer’s personal data in accordance with the Customer’s written instructions pursuant to Section 11 BDSG.

11.6 The Contractor’s employees are obliged to comply with §5 of the Federal Data Protection Act.

12. Duty of loyalty

The parties undertake to be mutually loyal. During the execution of the contract and for a period of 12 months thereafter, the Customer shall neither employ employees of the Contractor nor employ them in any other form with itself or a dependent company.

13. termination of contract, notice of termination

13.1 In the event of premature termination of the contract for which the Contractor is responsible, the remuneration for the services rendered up to that point shall be paid in accordance with the prices or hourly or daily rates agreed in the service contract or in accordance with clause 8, plus ancillary costs and expenses. If the Contractor is not responsible for the premature termination of the contract, the Contractor shall receive at least 35% of the remuneration agreed for the services not yet performed in addition to the remuneration mentioned in sentence 1. The Contractor reserves the right to prove that the Contractor has saved less than 65% of the value of the remaining remuneration in expenses as a result of the non-performance of further services and can therefore claim remuneration in excess of the minimum remuneration of 35% in accordance with sentence 2.

13.2 Service contracts without a specific contract term may be terminated by either party with 3 months’ notice to the end of each quarter.

13.3 Any termination must be made by registered letter.

14. Miscellaneous

14.1 Deviating or supplementary terms and conditions, ancillary agreements or amendments to these terms and conditions as well as amendments to the service description shall only apply if they are agreed in writing.

14.2 The contract concluded in accordance with these terms and conditions shall remain binding in its remaining parts even if individual points are legally invalid. Invalid provisions shall be replaced by the parties with valid provisions that come as close as possible to the intended purpose. The same shall apply in the event of a gap in the contract.

14.3 The Customer may only transfer the rights and obligations resulting from the contract with the prior written consent of the Contractor.

14.4 The Customer may only offset claims of the Contractor or assert a right of retention if the Customer’s counterclaim is undisputed or legally binding.

14.5 The place of performance of the agreed services shall be specified in the service contract.

14.6 The place of jurisdiction for all disputes arising from or in connection with this contract shall be the Contractor’s registered office.