General Terms and Conditions of elio GmbH

elio GmbH
Georg-Elser-Straße 5
35394 Giessen

E-mail: info@elio-systems.com
Website: elio-systems.com

Managing Director: Sascha Vorderstemann

Sales tax ID: DE 271 233 703

1. offers are subject to change. A contract is only concluded with a written order confirmation from elio GmbH. The sending of an invoice is equivalent to an order confirmation.

2. elio GmbH endeavours to keep all services offered up to date at all times and to ensure the greatest possible accessibility of its website for its customers. Since software errors can never be completely ruled out according to the state of the art and the accessibility of the website also depends on factors over which elio GmbH has no influence (browser compatibility, etc.), no guarantee can be given for 100% accessibility at all times. In principle, an availability of 95-98% is guaranteed.

3. the specific content and scope of services will be negotiated by the parties before the order is placed and recorded in writing or in text form. On the basis of this service description, elio GmbH first develops a concept. Realisation requires approval by the client. There is no obligation for approval. Upon commencement of the provision of services, the order is concluded on the basis of the service description, the concept developed and these GTC, even if there is no express approval. Subsequent amendments and additions are only possible with the agreement of both parties; they must be made in writing or in text form.

4. delivery and service deadlines are extended appropriately in the event of force majeure or other obstacles for which elio GmbH is not responsible, as well as customer requests for changes during project realisation, insofar as these have a significant influence on the delivery or service. elio GmbH will inform the customer on request, but is not obliged to do so.

5. the agreed remuneration is a budget-based billing system (hourly and daily rates), which are calculated in accordance with the current price list. In the event of subsequent changes to the scope of services at the customer's request, elio GmbH may demand additional remuneration. elio GmbH will inform the customer of the additional remuneration in this case. Any further additional services that elio GmbH acquires from external third parties at the customer's request, in particular software and services, plug-ins, domains, hosting, will be charged to the customer. In this case, the order relating to the change in the scope of services is only concluded if the parties have reached an agreement. Fees charged to elio GmbH within the framework of a project or service agreement are charged at the usual hourly rates and expenses for communication and correspondence. All prices are net plus statutory value added tax. Payment is due on acceptance. If partial acceptances have been agreed, the proportionate remuneration for the respective service section shall be due with each partial acceptance. In this case, the respective service sections to be accepted and the remuneration attributable to them shall be agreed in writing. Default interest shall be charged in the event of late payment. The right to assert further claims for damages caused by default remains reserved.

6. elio GmbH is authorised to assign claims against contractual partners based in Germany and EU countries to abcfinance GmbH, Kamekestr. 2-8, 50672 Cologne, for refinancing purposes. The contractual partner will be informed upon conclusion of the contract whether the claim will be assigned. In these cases, payments with debt-discharging effect can only be made to abcfinance GmbH. The contractual partner will be informed of their bank details when the contract is concluded.

7. tickets that are not answered within two weeks are to be regarded as completed and will be closed. In this case, the service provided by elio GmbH is deemed to have been accepted by the contractor.

8. training courses are held at elio GmbH. The customer may have the training carried out on its premises if it provides the necessary technical equipment. The customer must then additionally pay for the travelling time and travelling expenses of the training personnel in accordance with the current price list of elio GmbH.

elio GmbH may cancel a training date for good cause. elio GmbH will inform the customer of the cancellation of an appointment in good time and offer alternative dates.

9. the customer may only offset claims of elio GmbH with claims that are undisputed, ready for judgement or legally established. Among merchants, the assertion of a right to refuse performance or a right of retention against elio GmbH is excluded.

10. elio GmbH warrants that, subject to the restriction set out in clause 2, the products possess the agreed properties and are not defective in a way that reduces or cancels their value or suitability for the intended use. However, an insignificant reduction in value or suitability shall not be considered. The warranty for damage caused by the customer is excluded. No liability is accepted for products (websites etc.) that have been used or modified by the customer contrary to the purpose of the contract or the express instructions of elio GmbH. In the event of a material defect or the absence of a warranted characteristic, the customer must first demand rectification. If the rectification fails three times, the customer may demand cancellation of the contract or a reduction in the agreed remuneration, and in the absence of a warranted characteristic, damages for non-performance in accordance with the statutory provisions. In this case, the customer must allow the benefits derived to be offset against his payment claim. This claim for compensation for use is calculated according to the ratio between the agreed price and the normal utilisation time of a website on the one hand and the actual fault-free utilisation time on the other. A period of 6 months is deemed to be the normal period of use of a website or online shop. The period between final acceptance and notification of defects by the customer shall be deemed to be the fault-free period of use. The warranty period shall be six months; it shall also apply to claims for compensation for consequential harm caused by a defect, provided that no claims in tort are asserted. All warranty periods shall generally begin with the final acceptance of the finished website / other product by the customer. If partial acceptances have been agreed, the warranty period for the respective accepted sub-areas shall commence from partial acceptance. Errors that only occur during interconnection with other sub-areas are always attributed to the last added and accepted sub-area.

11. elio GmbH is only liable for intent and gross negligence, in the event of a breach of material contractual obligations also for slight negligence. Liability is limited to foreseeable damage typical of the contract. This limitation of liability applies in particular to damage that does not occur to the subject matter of the contract itself or financial loss suffered by the customer such as loss of profit, loss of savings, etc. elio GmbH undertakes to select and instruct its vicarious agents carefully. In addition, elio GmbH is only liable for intent and gross negligence on the part of its vicarious agents.

12. in the event of injury to life, limb and health and in the event of claims under the Product Liability Act, the statutory provisions apply without limitation.

13. elio GmbH warrants that the contractual use of all goods and services provided does not infringe the industrial property rights of third parties. elio GmbH will indemnify its customers against all claims and demands and defend them against all claims asserted on the basis of an infringement of third-party industrial property rights. If a defence can only be made by the customer for legal reasons, elio GmbH will bear the costs incurred. In this case, the customer must follow the instructions of elio GmbH with regard to the defence. This also applies to the selection of any defence counsel. The obligation to bear the costs is conditional on the customer obtaining and complying with the instructions of elio GmbH before taking any action. elio GmbH is entitled to make the necessary changes at its own expense due to the assertion of third-party property rights, as long as this does not cause any significant deviations from the service description. elio GmbH is not liable for the infringement of third-party property rights insofar as these are based on materials provided by the customer (photos, texts, etc.). The customer indemnifies elio GmbH from all claims for damages resulting from this. If, according to the service description, it should be possible for third parties to post content on the webpage, online shops, elio GmbH is not responsible for the content of third parties. Both contracting parties are obliged to inform the other immediately in writing if claims are asserted against them due to the infringement of third-party property rights. 14.

14. elio GmbH accepts no liability for the technical security of the website, interruptions to access or loss of data caused by the provider, unless elio GmbH has acted with intent or gross negligence. elio GmbH will, however, support the customer in asserting claims for compensation against the provider in this respect and will assign to the customer any claims for compensation against the provider arising from this. Insofar as the selection of the provider is based on advice from elio GmbH, careful selection is guaranteed. The customer must ensure comprehensive data backup after online installation / acceptance. In the event of a breach of this obligation, elio GmbH is not liable for loss of data and the resulting consequential damage.

15. the customer will hand over the documents to be provided by him for the creation of the Internet presence as soon as possible. The documents required for the creation of the concept must be available at the start of work on the concept. The dates for handing over the other documents are agreed between the parties. elio GmbH is not liable for delays resulting from a breach of this obligation by the customer. elio GmbH may request written confirmation from the customer that the materials provided by the customer for the respective sub-area are complete and up-to-date.

16. elio GmbH shall appoint contact persons who are responsible for the execution of the project and who represent the contracting party in all matters relating to the project. elio GmbH shall, in order to ensure continuity of work within the project, only change the responsible contact person with the consent of the client. The customer will not refuse its consent if the replacement is urgently required.

17 Each party shall be entitled to extraordinary termination if it cannot reasonably be expected to adhere to the contract due to serious or repeated and persistent breaches of contract by the other party. In the case of repeated and persistent breaches of contract, this requires that they are repeated despite at least one prior written warning. In addition, each party is entitled to terminate the contract without notice if insolvency proceedings are filed against the assets of the other party and not rejected as unfounded within four weeks, or if insolvency proceedings are opened or rejected for lack of assets.

18. elio GmbH only transfers a simple, spatially and temporally unlimited licence to use all parts of the overall service that are capable of being protected by copyright upon full payment of the remuneration. This licence of the customer includes all rights of use under copyright law which the customer requires for the normal use assumed at the time of conclusion of the contract. Without a separate written agreement, the customer is not authorised to modify copyright-protected services of elio GmbH or to pass on drafts, concepts and plans to third parties. The right to grant sub-licences also exists only with the prior written consent of elio GmbH. elio GmbH has the right to affix a copyright notice in the form and design customary in the market. In the event that no maintenance contract is concluded with elio GmbH for an internet presence designed by elio GmbH or an existing maintenance contract is cancelled, elio GmbH has the option, subject to a charge, to provide the customer with all documentation necessary for updating and maintaining the webpage and the online shop. The areas that are to be accessible for updating are set out in the service description under clause 3. 19.

19 After completion and installation of the software, the software shall be accepted. The Client shall accept the software within a period of one month after the time at which the Contractor has notified the functionality of the software in writing. If the Contractor also owes the installation of the software, the period shall begin with the completed installation of the software and a corresponding notification in writing or text form.

Acceptance of the service requires a functional test. The functional test has been carried out successfully if the software fulfils the agreed requirements. If the software proves to be unacceptable, elio GmbH will rectify the defects within a reasonable period of time. The type, scope and duration of the functional test will be determined by the project managers before it is carried out, unless a corresponding agreement is already contained in the service description or other annexes to the contract.

During the functional test, the Client shall notify the Contractor immediately of any deviations of the delivered customisation service from the performance requirements. If the functional test is carried out successfully, acceptance must be declared immediately.

A functional test is deemed successful if there are either no or only minor defects or if all acceptance criteria agreed between the project managers prior to the acceptance test have been met. If the client does not declare acceptance in due time, the contractor may set a reasonable deadline for the submission of the declaration. The software shall be deemed to have been accepted upon expiry of the deadline if the client neither declares acceptance in writing nor informs the contractor in writing which defects still need to be rectified. 20.

20 Upon fulfilment or premature termination of the contract, each party shall return all objects and documents to the other party without delay. Data held electronically or on paper by the other party shall either be returned or destroyed at the request of the other party.

21 Both parties undertake to treat all information about the other party received in the course of the performance of this contract as strictly confidential. This does not apply to information that is generally accessible or has been published. The collection, processing and storage of data shall be carried out exclusively in accordance with the provisions of German data protection law. Our data protection declaration at www.elio-systems.com/en/privacy applies. Both contractual partners undertake to comply with the statutory provisions on data protection. In particular, they shall oblige their employees to comply with data secrecy. 22.

22 German law shall apply. If 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 the Federal Republic of Germany, the place of fulfilment and jurisdiction for all disputes arising from and in connection with this contract is the registered office of elio GmbH. 22.

22 German law applies. If the client is a merchant, a legal entity under public law or a special fund under public law, or if it has no general place of jurisdiction in the Federal Republic of Germany, the place of fulfilment and jurisdiction for all disputes arising from and in connection with this contract is the registered office of elio GmbH. 24.

24. the client agrees to the inclusion of these terms and conditions for future legal transactions. These terms and conditions shall be deemed to be included in the version available at www.elio-systems.com/en/conditions at the time of the client's declaration , without transmitting them to the client.

25. deviating, conflicting or supplementary general terms and conditions shall not become part of the contract unless their validity is expressly agreed to in writing.