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The extensive software solution for the maintenance management of railway traffic companies…
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  • § 1 Object of agreement

  • 1.1. The railtracon GmbH exclusively renders its services according to the valid status of technology at the time of placing the order. railtracon GmbH is not obliged to render services going beyond the written service description. The documentation of services, support for the approval as well as the introduction and training are only included in the scope of service in case of explicit agreement.

  • 1.2. Service and quality descriptions do not represent any guarantee of quality or other types of warranties. These require an expressive and written confirmation.

  • § 2 Compensation

  • 2.1. If there are no other stipulations, the railtracon GmbH receives a compensation according to expenditure in form of daily rates according to their respectively valid price list. A daily rate covers a labour performance of 8 hours per day. Labour performances going beyond this or less labour performances are compensated proportionately if there are no other written agreements. The daily rates refer to the activities which are rendered during the time from Monday to Friday between 6.00 a.m. and 8.00 p.m.

  • 2.2. In case of an agreed compensation at a fixed price the client/ contactor pays 100% of the fixed price distributed in equal monthly instalments during the whole project and in case of contracts for services 10% of the fixed price at the beginning of the project, 80% of the fixed price in equal monthly instalments distributed during the whole project, 5% at the provision for approval and 5% after approval.

  • 2.3. In case of commission-dependent businesses the contractual arrangement of the compensation and payment conditions for the individual contract of the project is valid.

  • 2.4. For services which the employees of the railtracon GmbH do not render at the place of their branch office travelling times, costs, expenses and, if necessary, accommodation expenses are separately invoiced at the settlement depending on the expenditure. For travelling times 1/12 of the daily rate are calculated per hour.

  • 2.5. After the due date default interest to an amount of 8% above the respectively current base interest rate of the European Central Bank has to be paid. The enforcement of further damage caused by delay remains unaffected.

  • 2.6. All prices are subject to the legal value added tax valid at the time of invoicing.

  • 2.7. Payments are due two weeks from the date of invoice without any deductions.

  • § 3 Performance of agreement

  • 3.1. Within the framework stipulated by the agreement the railtracon GmbH defines and takes responsibility for the type, how and by whom the agreement is fulfilled. Therefore, there are no directives of the client/ contractor, however, the railtracon GmbH will always take an effort to take account of requests of the client/ contractor.

  • 3.2. The railtracon GmbH is entitled to assign services to subcontractors.

  • § 4 Contractual obligations of the client or contractor

  • 4.1. The client/ contractor renders the following services as essential contractual obligation free of charge:

  • - He delivers the necessary information to the railtracon GmbH on a short-term basis, provides the required documents, appoints dialogue partners and takes the decisions required for the provision of services of the railtracon GmbH.

  • - If the railtracon GmbH becomes involved at the client/ contractor, he makes available appropriate jobs including telephone and internet access and provides the necessary approvals, authorizations and access authorizations.

  • 4.2 If information provided by the client/ contractor turn out to be incorrect, incomplete, unclear or objectively not feasible, the client/ contractor will immediately make the necessary corrections and/ or supplements – after being informed by the railtracon GmbH. The client will immediately remove functional disturbances of components provided by the client/ contractor.

  • § 5 Modification of services

  • 5.1. The agreed scope of services is:

  • - the described scope of services;

  • - the defined, organizational, functional or data technical performance area with the described quantity structure;

  • - the described complexity of functions, structure units and processes including the described contract-relevant interfaces;

  • - the working results of the railtracon GmbH accepted by the client/ contractor by approving milestones, particularly the included planning, concepts and determinations for the following stages.

  • 5.2. A request of modification cannot only be made by the client/ contractor but also by the railtracon GmbH. Each request of modification can be formulated in written form and has to be submitted to the responsible contact person.

  • 5.3. As long as the contractual partners to not achieve an agreement for the implementation of modification, the railtracon GmbH continues the works according to the existing agreement within the corresponding modification.

  • 5.4. Modifications of the scope of services have to be agreed in a written supplementary agreement.

  • § 6 Rights of utilization and property

  • 6.1. Working results in the sense of this agreement are expert opinions, evaluations, planning and concept documents, programme material (e.g. software) including associated documentation, reports, drawings and similar working results.

  • 6.2. The client/ contractor receives a simple, temporally and spatially unlimited utilization and property right for the individually drawn up working results of the railtracon GmbH after complete payment as well as the property right of the submitted specimen. This does not apply to standard working results of the railtracon GmbH like methods and procedure models.

  • 6.3. The client/ contractor exempts the railtracon GmbH and its subcontractors from each kind of liability for claims of third parties, which are based on a utilization of working results, which the client/ contractor has provided.

  • § 7 Liability

  • 7.1. The railtracon GmbH has to pay damages regardless for which legal reason (e.g. non-fulfilment, impossibility, default, fault at the conclusion of agreement, breach of secondary duties or unauthorized action) only:

  • - in case of intention to full amount; in case of gross negligence or faults despite guarantee taken over only to the amount of predictable damage, which should be prevented by means of due diligence or warranty;

  • - in other cases: only for the violation of an essential obligation, if the contractual purpose is endangered by this, for reason of default and impossibility, always limited to typical damages predictable at the conclusion of the agreement and restricted to the overall compensation of the agreement, at maximum, with regard to height. The railtracon GmbH is not liable for consequential damages caused slightly negligently, other indirect damages and lost profits. The objection of contributory negligence (e.g. from § 4) remains open. The liability for all other damages is excluded, whereas the legal liability at personal damages and according to the product liability act remains unaffected.

  • 7.2. For claims of the client/ contractor resulting from breach of duty or cancellation of agreement a statute of limitations of three years is valid if no shorter statute of limitations is stipulated in these general terms and conditions. It begins with the origin and knowledge of the claim or grossly negligent ignorance of the railtracon GmbH of the circumstances justifying the claim. It ends, at the latest, with the expiration of ten years since its origin. In case of claims of the client/ contractor due to injury to life, body, health or freedom, however, the term ends after thirty years since the origin of the claim, at the latest.

  • § 8 Nondisclosure, data protection

  • 8.1. The railtracon GmbH and the client/ contractor oblige themselves to treat each kind of knowledge of company secrets acquired within the context of the contractual relationship and information of the other party regarded as confidential confidentially for a temporally unlimited period of time. The railtracon GmbH and the client/ contractor will oblige all persons they deploy for rendering the services to maintain confidentiality.

  • 8.2 The railtracon GmbH and the client/ contractor will observe data secrecy according to § 5 BDSG and only use vicarious agents at the implementation of the contract that were obliged to observe data secrecy.

  • § 9 Conclusion of agreement

  • 9.1. The general terms and conditions of the railtracon GmbH are exclusively valid, even though they were not explicitly referred to. Deviations are only valid if they have expressly been recognized by the railtracon GmbH referring to the modified stipulation of this general terms and conditions in written form.

  • 9.2. The regulations of the offer of the railtracon GmbH take precedence over clauses contradicting these general terms and conditions.

  • 9.3. Contracts made orally, by telephone, fax or e-mail of the client/ contractor are also legally binding without their written confirmation.

  • 9.4. Remaining silence of the client/ contractor on commercial confirmation letters of the railtracon GmbH is regarded as approval.

  • § 10 Notice of termination

  • 10.1. An agreement can be ordinarily terminated by the client/ contractor with a time period of 30 days at any time. In this case the railtracon GmbH can request the agreed termination, less what is saved due to the cancellation of contract with regard to expenses or acquisition or the intentional omission of acquisition by using its employees.

  • 10.2. Each party can terminate an agreement without previous notice if the other party has violated essential regulations of the agreement and has not immediately found a remedy after written request. In addition to this, the railtracon GmbH is entitled to termination without notice if the client/ contractor allows a grace period set by the railtracon GmbH to fruitlessly expire in order to render its obligations to cooperate (e.g. in accordance with § 3 and § 4).

  • 10.3. If the railtracon GmbH has given occasion to termination without notice through the client/ contractor, there is a payment obligation of the client/ contractor only in relation to the benefit that the rendered services have for him, to the benefit of the contractually agreed services.

  • 10.4. If partial approvals have been made, the approved services for reduction remain out of consideration.

  • 10.5. If the client/ contractor has given occasion to termination without notice by means of the railtracon GmbH, the same applies to the legal consequences of the termination as in the case of the termination through the client/ contractor according to § 9.1.

  • 10.6. The termination requires the written form.

  • General terms and conditions of the railtracon GmbH, status 08/2008