Status May 2019§ 1 Subject matter of the contract and scope of application
1.1 The following terms and conditions contain the provisions under which Genius Bytes Software
Solutions GmbH (hereinafter referred to as Genius Bytes) supplies and services of any kind in dealings with
to entrepreneurs. The type of services (purchase, work, maintenance or service contract, licence use) is
usually labelled as such in the order document.
1.2 The deliveries and services of Genius Bytes shall be subject exclusively to the terms and conditions of
Genius Bytes. The validity of the customer's terms and conditions is expressly rejected, unless,
that Genius Bytes has expressly agreed to their validity.
1.3 A contract shall come into existence upon the signing of an offer by the customer and Genius Bytes or by means of
written order by the customer and receipt of a corresponding order confirmation from Genius Bytes by the customer.
customer, at the latest, however, with the provision of the deliveries and services.
1.4 Further details for deliveries and services - e.g. service description, schedule, fee - are as follows
are regulated in the order document. This may also result in further conditions that Genius
bytes and become part of the respective contract as attachments and order documents.
1.5 In the event of contradictions between the terms and conditions of the various contractual documents, the provisions
of installations shall take precedence over the provisions of these Terms and Conditions. Conditions of an order document
take precedence over the provisions of annexes and the provisions of these Terms and Conditions.
§ 2 Terms of payment, price
2.1 Deliveries and services shall be invoiced on a time and material basis or at a fixed price. It
additional fees (e.g. travelling expenses) may be charged. Genius Bytes shall inform the customer in individual cases
of such additional charges in advance.
2.2 The amount to be paid for a programme licence is a fee for a specific term of the programme licence.
licence, unless otherwise agreed, over 60 months. One-off fees for a licence must be
be expressly agreed if necessary.
2.3 In the case of software rental agreements, the monthly rental price includes the licence and maintenance fee for that month.
included. Unless other conditions are expressly agreed in writing, a contract shall be extended by one year.
software rental contract after the term booked according to the price list automatically by the same term if it
is not cancelled in writing by one of the contracting parties one month before the end of the term. Genius Bytes may terminate the
make the conclusion or renewal of a software rental agreement dependent on the issue of a SEPA B2B direct debit mandate.
2.4 In the case of services provided on a time and materials basis, the working and travelling times incurred and, where applicable, the costs incurred shall be charged to the client.
waiting times at the agreed remuneration rates and the consumed parts at the remuneration rates applicable at the time of
prices valid at the time of the service. Other expenses, including accommodation and
Travelling expenses will be charged additionally.
2.5 Prepaid services must be used by the customer during the agreed contract term.
be taken. Unless otherwise agreed, the customer will not receive a credit note or refund for
Services not utilised.
2.6 Invoices for ongoing projects with partial invoices shall be issued monthly at the end of the respective month.
calendar month or otherwise after performance of the service.
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2.7 For customised order developments (contract for work and services), the following shall be agreed upon acceptance of the order by Genius Bytes
a partial amount of 30% of the total remuneration will be invoiced, a further 30% upon completion and
Acceptance by the customer of the remaining 40%.
2.8 Invoices are due upon receipt without deduction. After the due date of the invoice, interest on arrears in the amount of
of 5% and interest on arrears at the statutory rate after default has occurred. The assertion of any further
We reserve the right to claim further damages in the event of default of payment.
2.9 Value added tax shall be charged separately at the rate applicable at the time of performance in
will be invoiced. If additional taxes, e.g. foreign taxes, are incurred, these will also be invoiced.
2.10 If terms of payment are not complied with or circumstances become known which, according to due diligence
Genius Bytes has reasonable grounds to doubt the creditworthiness of the customer
facts that already existed at the time the contract was concluded but which Genius Bytes did not
were known or should have been known, all claims arising from the business relationship shall become due immediately.
Without prejudice to further legal rights, Genius Bytes shall be entitled in such cases to claim compensation for outstanding
deliveries and services in advance or the provision of securities acceptable to Genius Bytes.
and, after the unsuccessful expiry of a reasonable grace period for the provision of such securities
to withdraw from the contract or to demand compensation for non-fulfilment. Furthermore, Genius Bytes
shall be entitled to authorise the resale or processing of the goods owned or co-owned by Genius Bytes
goods and to prohibit their return to Genius Bytes or the granting of co-ownership to Genius Bytes.
costs of the customer. To the extent permitted by law, such a request shall not be deemed a cancellation of the contract.
Contract.
2.11 The customer shall only have a right of retention or set-off with regard to such counterclaims,
which are not disputed or have been recognised by declaratory judgement; this does not apply to counterclaims arising from the same
Contractual relationship.
§ 3 Deployment of personnel
3.1 The customer and Genius Bytes shall each deploy employees who are qualified to fulfil the respective
party from the contract. The parties are otherwise responsible for the selection and
the deployment, supervision, management, control and remuneration of their respective employees
responsible.
3.2 Genius Bytes shall be entitled to engage third parties (e.g. suppliers) or affiliated companies as subcontractors with
the provision of the agreed services or parts thereof.
§ 4 Genius Bytes Business Partner
4.1 Genius Bytes has entered into marketing agreements with certain partners (“Genius Bytes Business Partners”).
and support of certain products and services. As far as a Genius Bytes Business Partner
products and services brokered by Genius Bytes apply in the relationship between the customer and Genius Bytes.
exclusively the conditions of the contract concluded between the customer and Genius Bytes Business Partner.
Agreement. Genius Bytes is neither responsible for the business activities of the Genius Bytes Business Partner nor for
We are not responsible for any promises made to the customer or for products and services,
which the Genius Bytes Business Partner offers under its own contracts.
4.2 If Genius Bytes itself has negotiated individual prices with a customer, but does not have the prices owed
services in part or in full by a Genius Bytes Business Partner may not be provided by this partner.
Genius Bytes Business Partner no other prices than those agreed by Genius Bytes with the customer
be invoiced to the customer. A partner price list does not apply in this case.
The same also applies to companies affiliated with Genius Bytes through shareholdings.
§ 5 Acceptance of work performances
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5.1 Genius Bytes may request a written declaration of acceptance from the customer for all services subject to acceptance.
request the customer. The customer shall accept services immediately in accordance with this § 5. For this purpose, the
acceptance report to be signed by the customer.
5.2 If the subject matter of a contract for work is several individual works that can be used independently of each other by the customer, then
these individual works are accepted separately.
5.3 If partial works are defined in a contract for work and services, Genius Bytes may present partial works for acceptance.
During subsequent acceptance tests, only the functioning of the new subassembly and its correct interaction are checked.
of the previously accepted sub-units with the new sub-unit.
5.4 If the contract includes the creation of a concept, in particular for the characterisation, modification or
extension of standard software, Genius Bytes may demand separate acceptance for the concept.
5.5 Due to errors in devices and programmes from other manufacturers that are not supplied under the contract, the
and/or operating errors for which Genius Bytes is not responsible, neither the
acceptance test can be extended or acceptance refused.
5.6 The customer must check the result of the service within 15 working days and have it confirmed by the contact person.
either declare acceptance in writing or report the defects found with a precise description and details of the defects.
of the fault symptoms. If the customer does not provide an explanation within this period or uses the service without complaint, the following shall apply
the service as accepted. Minor defects do not justify refusal of acceptance. The
productive use or the productive commissioning of (partial) services by the customer shall apply in any case.
as acceptance of the respective (partial) service.
5.7 Genius Bytes shall remedy the defects notified in accordance with para. 6 within a period of time appropriate to the severity of the defect.
After notification of the rectification of defects, the customer shall inspect the result of the service within five working days. In
Paragraph 6 applies accordingly.
5.8 The obligation of Genius Bytes to rectify errors in accordance with the provisions of this
Terms and Conditions remains unaffected.
§ 6 Contents of the rights of use for standard programs (licences)
6.1 The Programme is the property of Genius Bytes and is protected by copyright and licensed, but not
sold. The customer receives from Genius Bytes a non-exclusive right to use the programme (licence),
if it has been lawfully acquired. The customer is entitled to 1.) use the programme to the extent defined below
2.) copies of the programme, including a backup copy to support this use,
and install it. The conditions of this licence apply to each copy.
6.2 If the programme is purchased as an upgrade, the previous version may no longer be used after installation of the upgrade.
used or passed on to third parties.
6.3 The customer undertakes to ensure that every user can access the programme (regardless of whether access is local or remote).
from a remote system) is used as intended and these terms and conditions are observed.
6.4 The customer is not authorised to,
(a) to copy or otherwise reproduce the software or parts thereof. The respective authorised user may
However, the customer may make backup copies of the software for the duration of its period of use if this is necessary to secure the software.
future use is required;
(b) modify, translate, reverse engineer, decompile or reverse assemble the Software or any part thereof.
disassemble;
(c) to create works derived from the Software within the meaning of copyright law or to use written material to
to reproduce, modify, translate or create derivative works.
6.5 Transfer of rights and obligations
The customer may only transfer a programme and all licensing rights and obligations to third parties if they agree with
agree to the conditions of these terms and conditions. If the programme is transferred, the
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customer must also enclose a copy of these terms and conditions. After the transfer, the customer is no longer
entitled to continue using the programme.
6.6 Restriction of use
The right to use the programme is subject to full payment of the fees agreed between the parties.
parties agreed fee (§ 2.2). If the customer defaults on payment of the fee, Genius Bytes,
without prejudice to its other rights, to prohibit the customer from using the programme after the expiry of a reasonable period of time.
prohibit a grace period until full payment has been made.
6.7 Special licence conditions
Genius Bytes may, on the basis of agreements with third parties, provide parts of its software with special
licence conditions and/or obligations of the licensee. These are communicated to the licencee in advance.
and must be accepted by the customer in writing to Genius Bytes.
§ 7 Other rights of ownership and use
7.1 An order document shall specify the materials to be supplied to the customer in accordance with the agreed scope of services.
are specified. Materials (work results) are written works or other works protected by copyright.
protected works in written, machine-readable or other representational form, such as programmes,
Programme lists, auxiliary programmes, documentation, protocols, drawings, training documents and similar
Works.
7.2 All rights to the work results - in particular the copyright, the rights to inventions as well as
technical property rights - are the exclusive property of Genius Bytes in relation to the customer, even insofar as the
work results are the result of the customer's specifications or co-operation. Unless otherwise agreed in writing
agreed, the customer shall be entitled to the work results upon full payment of the costs incurred up to and including the
The company has a non-exclusive right of use for the purpose of processing its internal business transactions and the
of such companies that are affiliated with it within the meaning of Section 15 AktG
(„Group company“), to the same extent as for the Genius Bytes standard software. The use
exclusively for test purposes is permitted to the extent necessary prior to acceptance. The customer is authorised,
necessary backup copies of the work results. Each backup copy must be labelled as such.
and labelled with the copyright notice of the original data carrier.
§ 8 Special conditions for maintenance and servicing services for standard software
I. Definitions of terms
(1) „Software“ means the programme specified in the maintenance contract in its executable form
including the associated documentation. The underlying programme of the executable
Source codes are not part of the „software“ within the meaning of these terms and conditions.
(2) „Error(s) in the software“ means a significant negative deviation from the actual functioning of the software.
software from the mode of operation documented to the customer, provided that the use of the software is
and without errors of other system components and in accordance with the
operating conditions. For example, malfunctions caused by operating errors, faulty hardware or
damage are not a defect within the meaning of these conditions.
(3) „Release of the Software“ means a licence officially issued by Genius Bytes for use under production conditions.
Released version of the software. A release has a unique version number, i.e. each copy of the
Software can be clearly assigned to a release by the version number it reports.
(4) „Update“ means a new release of the Software that is designed to correct one or more errors in the previous release.
release of the software.
(5) „Upgrade“ means a new release of the Software that provides improved and/or additional functionality compared to the previous release.
previous release of the software.
(6) „Licensee“ means the natural or legal person who has entered into a proper licence agreement with Genius Bytes.
has concluded a licence agreement for the software.
(7) „maintenance contract“ means the written agreement for the maintenance of a specific installation
(licence number) of the software between Genius Bytes and the licensee.
(8) „First level support“ or user help desk: This is provided by the end user (usually not the
licence holder). The task of First Level Support is the complete recording of the problems including.
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the required additional information as well as the direct solution of user, application or
Operating problems.
(9) „Second level support“: Second level support supports first level support, both through
on-the-job training as well as by taking on more complex requests. Newly developed solutions
are entered into knowledge databases in order to make the knowledge available for first-level support.
If the complexity of an enquiry exceeds the expertise or technical capabilities of second-level support, it is forwarded to third-level support. In particular, it is the task of the
Second Level Support, in the event of errors occurring within a complex system environment, the
to precisely identify the software module responsible. Second level support usually takes place at the
licence holder.
(10) „Third Level Support“ means the support provided to the Licensee in the event of Software Errors detected by the Licensee which
could be clearly assigned to a software module by the second-level support, whose
maintenance was agreed in the maintenance contract.
II Conclusion of the maintenance contract
(1) The maintenance contract shall contain the following information: Designation of the software to be maintained and the
Licence number of the software, date of the start of maintenance, notice period, signatures of the
Contracting parties.
(2) Software shall enter maintenance upon delivery to the Licensee.
(3) If the licence holder does not conclude a maintenance contract with Genius
bytes, can be cancelled later after a chargeable check and additional payment of 100% of the service fees from
A maintenance contract can be drawn up at the time of delivery. However, there is no entitlement to this.
III Scope of services
(1) The following services are included in the flat-rate service fees at no additional charge:
(a) Elimination of reported errors in the current release of the software and free delivery of software updates. The update service serves to continuously rectify errors in the software. In
As part of the update service, the licence holder receives new releases of the software free of charge as well as the
associated documentation, insofar as it is part of the standard scope of delivery or the licencee's
purchased software version.
Upgrades, on the other hand, are generally subject to a fee. This also applies to software upgrades within the scope of
of a platform change, unless these are covered by dedicated upgrade provisions in the maintenance contract.
be agreed separately. Genius Bytes may, however, provide upgrade versions of the software for the
free update service and thereby release new and/or improved programme features.
deactivate.
For both updates and upgrades, the performance, handling and functionality of the
Change the user-friendliness of the new release compared to the previous release,
as long as the performance, handling and user-friendliness of the new release are comparable to the previous release.
release of the software released at that time. A reduction in speed is
permitted as long as the speed achieved by the new release does not significantly impair the use of the
restricted.
(b) Third level support by e-mail. Third level support provides the licence holder with e-mail support for recorded problems. The support requires advanced knowledge of the software
good knowledge of the manuals, participation in Genius Bytes training courses as well as
extensive practical experience with installing and working with the software. E-mail support as part of third level support can be provided Monday to Friday from 9:00 to 17:00 by
appropriately trained employees of the licence holder (with the exception of
NRW public holidays).
(c) Access to the Genius Bytes support website. The support website offers the licence holder a
Possibility for fast data exchange with Genius Bytes. Via the support website, Genius
Bytes new releases of the software are available. The support website can be accessed via the links in the maintenance contract
addresses (URL). For different users (licence holders), the
website are granted different rights of use. Any fees for access
(line costs, Internet access fees) shall be borne by the user.
(2) The following services are not included in the flat-rate service fees and will be charged separately.
provided for a fee:
(a) Services for software that is not provided under the conditions of use specified by Genius Bytes.
in particular the elimination of faults that are not faults within the meaning of this contract.
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are. This work is charged according to the time required and in accordance with the currently valid price list of the
Genius Bytes charged for services.
(b) Specialised support, such as on-site support for end customers, can be provided on the basis of the respective current
applicable price list of Genius Bytes for services ordered by the licencee in accordance with
can be carried out by joint appointment.
(c) Third-level support by telephone is provided exclusively via a chargeable service number
during the service times specified in (1) (b) above.
(3) Software upgrades or a platform change of the target operating system requested by the licence holder and
First and second level support services are not part of the contract.
(4) Support requests and/or error corrections made by the customer (e.g. due to improper use of the
configuration settings or operating errors) are the responsibility of the user, Genius
bytes will be invoiced.
IV. Terms of payment, price
(1) Unless otherwise agreed, the service fees for the maintenance services shall be paid in advance for the
contract period. Genius Bytes may charge fees for the first time 12 months after the start of the contract.
adjust. The adjustment shall be notified to the licence holder no later than 3 months before the fee increase comes into effect.
in writing.
(2) The Licensee shall be entitled to terminate the maintenance contract for cause if the fees are increased by
more than 5 % within 12 months or by more than 12 % within 36 months. The
The right of cancellation can be exercised within 8 weeks of receipt of the notification of increase. The
Cancellation takes effect at the start of the maintenance period at which the increase should take effect.
V. Obligations of the licence holder
(1) When detecting, isolating and reporting errors, the Licensee shall use the system's
documentation and the instructions from Genius Bytes. In particular, log files and descriptions of the
reproducibility.
(2) The Licensee shall nominate a contact person to Genius Bytes who shall be responsible at regular intervals for all
reports maintenance-relevant data.
VI Obligations of Genius Bytes
(1) Genius Bytes shall be obliged to remedy any errors in the Software and defects in the
services within a reasonable period of time.
(2) Genius Bytes shall nominate a contact person to the Licensee who shall receive all maintenance-relevant messages from the
licence holder and is responsible for responding to them.
§ 9 Warranty
9.1 Genius Bytes warrants that the contractually agreed performance characteristics are fulfilled in the case of work services
and the scope of services. Genius Bytes guarantees the following when using standard programmes
(licences) that the programme meets its specifications when used in the specified operating environment.
such warranty shall only apply to the unmodified part of the programme. For services
there is no entitlement to warranty.
9.2 Notwithstanding the customer's warranty rights, it is pointed out that, according to the state of the art
technology is not possible to detect errors in information technology programmes and materials under all circumstances.
application conditions. Genius Bytes therefore guarantees neither uninterrupted nor
error-free use of a programme or service.
9.3 The warranty period shall be twelve months from the provision of the service or delivery or acceptance, with
Exception of the cases regulated in § 10.8.
9.4 In the case of purchase contracts, the customer must inspect the goods immediately upon receipt and report any defects without delay,
in writing within seven days of receipt of the goods at the latest. If the customer fails to inspect
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or the notification in due form and time, he shall not be entitled to any claims arising from defects. The timeliness of the
display depends on the time at Genius Bytes.
9.5 In the event of justified notices of defects, Genius Bytes shall, at its own discretion, be obliged to provide subsequent fulfilment either by delivering
Genius shall be obliged to provide faultless replacement goods or to rectify the defect. Replaced parts shall become the property of Genius
Bytes. Genius Bytes shall be entitled to refuse subsequent fulfilment in accordance with the statutory provisions.
9.6 If Genius Bytes fails to fulfil its obligation of subsequent performance, the customer may, at its discretion, withdraw from the contract.
withdraw from the contract or reduce the price after he has granted Genius Bytes a reasonable grace period, it
unless this is dispensable according to the statutory provisions. In the event of cancellation, the customer shall be liable for
deterioration, loss and unutilised benefits not only for the customary care, but also for
any need to represent.
9.7 Further claims for damages and reimbursement of expenses by the customer due to or in connection with
defects or consequential damage caused by defects, irrespective of the legal grounds, shall only exist in accordance with the
provisions in § 10. Even in this case, Genius Bytes shall only be liable for typical and foreseeable damages.
Damage.
9.8 Genius Bytes shall have no warranty obligation if there are no defects, i.e. in particular if,
if defects are due to improper use, incorrect or negligent handling, natural wear and tear
or intervention by the customer or third parties.
§ 10 Exclusion and limitation of liability
10.1 For all claims for damages and reimbursement of expenses directed against Genius Bytes due to
breach of duty for which Genius Bytes is responsible, irrespective of the legal grounds, Genius Bytes shall be liable in the event of slight negligence
only in the event of a breach of material obligations that jeopardises the purpose of the contract. Otherwise, the liability of
Genius Bytes shall not be liable for slight negligence.
10.2 In the event of liability pursuant to § 10.1 and liability without fault, Genius Bytes shall only be liable for the
typical and foreseeable damage. The assertion of useless expenses by the customer is
inadmissible.
10.3 In the event of slight negligence, Genius Bytes shall only be liable for damages caused by delay in the amount of up to 5 % of the
net order value.
10.4 In the event of liability pursuant to § 10.1 and liability without fault, Genius Bytes shall be liable per case of damage
up to an amount of EUR 30,000.00 or, if the value of the service causing the damage is higher, up to the amount of
amount of the price of the service causing the damage. This also includes the reimbursement of futile expenses.
10.5 In the event of liability in accordance with § 10.1 and liability without fault, Genius Bytes shall not be liable for indirect damage or loss.
damage or consequential damage, even if Genius Bytes has been informed of the possibility of such damage. This
shall also include compensation for futile expenses, insofar as these are indirect and consequential damages.
deals.
10.6 The exclusion of liability in accordance with the above paragraphs applies to the same extent in favour of the executive bodies,
legal representatives, executive and non-executive employees and other vicarious agents of Genius
Bytes.
10.7 All claims for damages and reimbursement of expenses against Genius Bytes shall become time-barred twelve months after
delivery of the goods or acceptance or provision of the service, in the case of tortious liability from knowledge or
grossly negligent ignorance of the circumstances giving rise to the claim or of the person of the
liable for compensation. This shall not apply in the event of wilful intent and in the cases specified in § 10.8.
10.8 The provisions of §§ 10.1 to 10.7 and § 9.3 shall not apply in the case of strict liability if liability
for injury to life, limb or health, in the event of an assumption of liability
guarantee of quality or in the event of fraudulent concealment of a defect.
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§ 11 Data processing for own purposes
11.1 The customer agrees that Genius Bytes may use contact information for the purpose of carrying out and promoting
the business relationship (including marketing purposes) between the customer and Genius Bytes
company (hereinafter referred to as „purpose of use“ in this section).
Contact information is business-related contact information provided to Genius Bytes by the customer.
This includes, among other things, names, job titles, business addresses, telephone numbers
and e-mail addresses of the customer's employees and contractual partners. Genius Bytes companies are the
Genius Bytes Software Solutions GmbH, headquartered in Bochum (Germany), its affiliated companies and
Genius Bytes Business Partner, as well as their subcontractors.
11.2 The customer further agrees that contact information within the scope of the intended use may be disclosed to Genius
Bytes can be made accessible to companies and processed and utilised by them. Genius Bytes will
in this context, all contact information within the scope of the applicable regulations on the
data protection and for electronic communication within the scope of the intended purpose.
11.3 If required by the regulations on data protection and electronic communication,
the customer warrants that it has obtained or will obtain the prior consent of the contact persons and that it will
to have informed or to inform the customer accordingly. The customer thereby ensures that Genius Bytes
companies can process and use the contact information within the scope of the intended purpose and
can get in touch with the contact persons, e.g. also by e-mail.
11.4 The customer consents to the transfer of contact information to countries outside the European Union.
economic community on the condition that Genius Bytes takes appropriate measures to ensure an adequate
level of data protection. This can be achieved, for example, by concluding the
standard contractual clauses or other contractual clauses approved by the competent data protection authority.
agreements are made.
§ 12 Obligations to co-operate and resources of the customer
12.1 The customer's cooperation is a prerequisite for the scheduled and successful fulfilment of the contract.
Service provision by Genius Bytes.
12.2 The customer shall assist in the fulfilment of the order to the necessary extent free of charge, for example by.
employees, IT systems, data and telecommunications facilities, as well as the
procures the necessary licences or authorisations to use the aforementioned resources. It grants
Genius Bytes has direct access to the software and IT systems via remote data transmission. He
answers questions and checks results.
12.3 The customer shall designate in writing a contact person for Genius Bytes and an address and e-mail address,
under which the contact person can be reached. The contact person must be able to
to make the necessary decisions for the customer or to bring them about without delay. The contact person
ensures good co-operation with the contact person at Genius Bytes. The customer's employees, whose
The employee must be released from other activities to an appropriate extent.
12.4 The customer shall thoroughly test work results for freedom from defects and for usability in the specific application.
situation before it begins its operational use. This also applies to services that it provides as part of the
subsequent fulfilment and maintenance.
12.5 Unless otherwise agreed, the customer is responsible for all data and contents of databases that the
customer provides in connection with the services under the contract, the selection of
Measures and controls regarding access, security, encryption, use and transmission of data
and all stored data.
12.6 The customer shall take appropriate precautions in the event that the work results are affected by disruptions.
(e.g. through data backup, fault diagnosis, regular checking of results). In the absence of a
Genius Bytes employees can always refrain from providing written notification in individual cases.
assume that all data they may come into contact with is secure.
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12.7 The customer shall fulfil its obligations to cooperate in a timely manner. Supplementary provisions
is contained in the individual contract. If the customer does not fulfil its obligations to cooperate or does not do so in good time and
Genius Bytes shall not be liable for any damages, delays and/or additional expenses incurred as a result.
and Genius Bytes may - without prejudice to further legal rights - make changes to the schedule and the
agreed prices/fees. Furthermore, Genius Bytes may grant the customer a reasonable grace period to
fulfilment of the obligations to cooperate, after the expiry of which Genius Bytes is entitled to terminate the contract
is. However, the contract will not be automatically cancelled after the deadline.
§ 13 Other rights and obligations of the parties
13.1 The customer and Genius Bytes agree that
1. the customer does not have the right to use trademarks, company logos or other marks of Genius
Bytes in advertising or publications without the prior written consent of Genius
Bytes to use;
2. the exchange of confidential information requires a separate written agreement;
3. each party grants the other only such licences and rights as are expressly specified and agreed
be used. Furthermore, no licences or rights (including those for the use of
patents);
4. any differences of opinion or complaints should initially be resolved in a spirit of partnership.
solution should be found. In particular, each party shall, before taking legal action due to
the other party to fulfil a contractual obligation within a reasonable period of time.
way;
5. claims arising from the contract - unless otherwise stipulated in § 9 or § 10 - are subject to a three-year limitation period.
limitation period. Excluded from this are claims for which a longer period is mandatory.
is provided for by law;
6. with the exception of payment obligations, neither party is responsible for the non-fulfilment of obligations.
is responsible for reasons beyond its control;
7. the assignment of rights arising from a contract, with the exception of payment claims by Genius Bytes,
requires the prior written consent of the other party. Consent can only be given from
be refused for good cause. The sale of a part of the Genius Bytes company, which includes all
Genius Bytes customers is not considered an assignment in the aforementioned sense.
Furthermore, a third party cannot derive any rights from the contract;
8. the customer is not authorised to provide services under the contract or parts thereof contrary to the
provisions of these Terms and Conditions on its part on the market or in any other way.
to be provided;
9. the customer assumes responsibility for the results intended and achieved through the use of the services.
results. The organisational integration of Genius Bytes materials into the operational process
of the customer is to be carried out by the customer on his own responsibility;
10. the customer provides Genius Bytes with sufficient, free and secure access to its premises and
systems (including remote access), as well as information, employees and other
resources, insofar as this is necessary for the provision of services by Genius Bytes;
11. both parties are responsible for compliance with the import and export laws applicable to them, and -
regulations (including US regulations that impose an export ban or restriction on the use of
with regard to certain types of use or users).
13.2 The customer agrees that Genius Bytes may use the service relationship with the customer as a reference.
and, in particular, refers to the provision of services in websites, print media and other advertising materials.
to the customer.
§ 14 Retention of title
14.1 Genius Bytes shall retain title to the delivered goods until all claims of Genius Bytes arising from the delivery have been settled.
business relationship with the customer, including claims arising in the future from subsequent
concluded contracts and including any rights of recourse or indemnification arising from bills of exchange or
cheques are settled. This shall also apply to a balance in favour of Genius Bytes if some or all of the cheques are outstanding.
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Genius Bytes' receivables are included in a current account (current account) and the balance
is drawn.
14.2 The customer must adequately protect the goods subject to retention of title, in particular against fire and theft.
theft. Claims against the insurance company arising from a the goods subject to retention of title
Genius Bytes is hereby indemnified in the amount of the value of the goods subject to retention of title.
which accepts this assignment.
14.3 Pledging, granting of ownership by way of security or other dispositions of the goods
The customer is not permitted to seize goods subject to retention of title. The customer shall not be informed of any seizure
any other access by third parties to the goods subject to retention of title, the opening of a
insolvency proceedings over its assets and other legally relevant events affecting the rights of Genius Bytes
the customer must inform Genius Bytes immediately.
§ 15 Cancellation
15.1 The contract may be terminated without notice in writing by the customer or Genius Bytes for good cause if the
the other party fails to fulfil its contractual obligations, even after a reasonable grace period has been granted.
fulfilled. However, cancellation is excluded in the event of insignificant breaches of contract.
15.2 In the event of termination by the customer, the customer is obliged to pay the costs incurred up to the termination of the contract.
services rendered as well as the materials delivered up to that point (in the event of extraordinary cancellation for
reason for which Genius Bytes is responsible, only those materials that can be used by the customer).
and to reimburse Genius Bytes for any other costs and claims arising from the provisions of the
contract or the statutory provisions.
15.3 Insofar as contractual conditions are not limited in time by their nature, they shall apply after the termination of the contract.
contractual relationship; this also applies to any legal successors and authorised representatives.
§ 16 Written form requirement
All amendments or additions to a contract require the consent of both parties. This also applies to
an amendment or cancellation of this written form clause.
§ 17 Place of fulfilment/jurisdiction/applicable law
17.1 The place of fulfilment for all contractual obligations is the registered office of Genius Bytes. Place of jurisdiction for all
Disputes shall be settled by the competent court at the registered office of Genius Bytes. However, Genius Bytes is also authorised to,
to sue the customer at his general place of jurisdiction.
17.2 All legal relationships between the customer and Genius Bytes shall be governed exclusively by the law of the
Federal Republic of Germany.
17.3 If the customer is domiciled outside Germany, the United Nations Convention on Contracts for the International Sale of Goods shall apply.
Contracts for the International Sale of Goods (CISG) with the following special provisions:
(a) Amendments to or cancellation of the contract must be made in writing. This also applies to agreements on the
Task of this written form agreement.
(b) In the event of the delivery of non-conforming goods, the customer shall have the right to cancel the contract or
replacement delivery only if claims for damages against Genius Bytes are excluded or
it is unreasonable for the customer to utilise the non-conforming goods and to compensate the remaining damage.
to assert claims. In such cases, Genius Bytes shall initially be entitled to rectify the defect. If
If the rectification of defects fails and/or leads to an unreasonable delay, the customer is entitled to
shall be entitled, at its discretion, to declare the contract cancelled or to demand a replacement delivery. For this purpose
the customer shall also be entitled if the rectification of the defect is an unreasonable inconvenience.
or there is uncertainty about the reimbursement of any expenses incurred by the customer.
§ Section 18 Severability clause
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Should individual terms and conditions or parts of the contract be or become invalid or unenforceable, the remaining terms and conditions shall remain unaffected.
other conditions and parts of the contract shall remain in force. The parties undertake, in the event of the invalidity of a
provision of these terms and conditions, to reach an amicable settlement, the economic success of which is equivalent to that of the
ineffective provision as far as possible.
§ 19 Authoritative German version
The English version of these terms and conditions is provided for guidance only. The German
version is the only authoritative version and the only binding version for the interpretation.