General terms and conditions of businessadmin2023-06-13T11:02:38+02:00
General terms and conditions
01 Scope These terms and conditions apply when the parties expressly or implicitly acknowledge them. Changes or additional agreements are only effective if confirmed in writing by splash.
02 Quotations, Scope, and Execution of Services Quotations provided by splash are non-binding. All intellectual and proprietary rights to the offered ideas and design proposals remain the property of splash.
The written agreement of the parties, if available, is primarily binding for the scope and execution of services provided by splash. Secondly, the order confirmation from splash and thirdly, the quotation are applicable.
The nature of the services provided by splash can vary. If the services consist only of consulting, conceptualization, or providing employees, the provisions regarding acceptance (Clause 9), warranty (Clause 12), etc., are not applicable as splash does not bear responsibility for the success in such cases.
03 Duties and Responsibilities of splash Splash commits to the careful selection and training of its employed staff as well as their supervision. Splash is entitled to replace individuals during a project.
Upon request and as needed, splash informs the customer about its project organization, including the names and roles of the responsible staff members.
The customer may request a progress report on the project at any time. If remuneration is based on effort, splash additionally informs the customer about the relationship between progress and accrued costs.
Splash informs the customer in a timely manner about any obstacles that may jeopardize contractual fulfillment or lead to inappropriate solutions.
04 Customer’s Obligations The customer commits to the careful selection and training of the employees deployed on their side, as well as their supervision. The customer is entitled to replace individuals during a project.
Upon request and as needed, the customer discloses its project organization, including the names and roles of the responsible staff members.
The customer provides splash with all necessary documents and materials at the specified times in the schedules, which are necessary for fulfilling the agreed-upon services. The customer must timely inform splash about any special technical requirements.
In cases where splash’s services consist solely of consulting and support, the customer independently monitors the services and shares responsibility for the accuracy and appropriateness of the assignment.
05 Rights to Know-How, Concepts, Graphics, Layout, Images, Databases, Programs, Software, and Data Carriers Unless otherwise agreed, the customer may use the services provided to them to the intended extent but may not pass them on to third parties.
Any extension, modification, or copying of graphics, layout, images, databases, programs, and software by the customer requires written consent from splash. The customer must apply the same proprietary notices on all modifications and copies as on the original.
If database concepts, programs, or software have been specifically developed for the customer, and splash cannot execute any necessary market-conforming adjustments, the customer may request splash to provide the essential foundational information for further development against appropriate compensation.
Ownership and copyrights of know-how, concepts, graphics, layout, images, databases, programs, and software, as well as the right to further use, remain with splash in all cases, even if splash provides the foundational information or if the customer makes changes to the delivered service.
06 Third-Party Intellectual Property Rights Both parties assure each other that the provided concepts, databases, programs, software, know-how, and data carriers do not violate any third-party intellectual property rights. If, nevertheless, a third party asserts claims of infringement, each party promptly informs the other in writing about the claims and grants them all possibilities for defense.
If one party is responsible for the infringement of third-party intellectual property rights, they will indemnify the other party for any resulting damages.
07 Confidentiality Both parties and their employees commit to not disclose any information from the other party’s business sector that is not publicly accessible or generally known to third parties and make every effort to prevent third parties from accessing this information. Additionally, each party can designate in writing any non-public – not generally known – facts from their own business sector as confidential and must keep them confidential. On the other hand, each party is allowed to use general knowledge acquired during business transactions in their respective activities.
08 Deadlines The parties agree on schedules or individual deadlines.
Only deadlines that are explicitly confirmed in writing are binding. Such deadlines shall be reasonably extended.