Preamble

Veact GmbH (hereinafter referred to as ‘Veact’) operates as a service provider offering various services to its customers (hereinafter referred to as ‘customer’) in its service portfolio in connection with activities in the field of aftersales and related subject areas.

The following General Terms and Conditions (hereinafter referred to as ‘GTC’) of Veact shall form the basis for the order of such services and performances and thus the conclusion of a contract between Veact and you as the customer, the knowledge and inclusion of which you acknowledge and confirm by placing an order with us.

You can view the GTC here and print them out if required. Of course, these GTC are also available at any time on the Veact website for viewing and downloading for your records.

 

1. Scope of application and amendments to the GTC

1.1. Veact shall provide all services in accordance with the following provisions as integral parts of the contract. These are the basis for the provision of services by Veact.

They apply in the following order of application:

a) the provisions of the order or order form;
b) the service description (if applicable);
c) the price list (if applicable);
d) the present GTC;
e) the separate agreement on the processing of data by order;
and
f) the statutory provisions

1.2. In the event of contradictions between different parts of the contract, the parts preceding in the above order shall take precedence over the parts following in that order.

1.3. The GTC of the customer shall not become part of this contract at any time – not even through later inclusion (e.g. when printed on cover letters) unless the parties expressly agree otherwise.

1.4. Veact reserves the right to amend the present GTC provided that essential provisions of the contractual relationship are not affected thereby and this is necessary to adapt to developments that were not foreseeable at the time of the conclusion of the contract and the non-observance of which would noticeably affect the balance of the contractual relationship. Essential regulations include those concerning the type and scope of the contractually agreed services and the term, including the regulations on termination. In addition, adjustments or additions to the present GTC may be made insofar as this is necessary to eliminate difficulties in the performance of the contract because of loopholes that have arisen after the conclusion of the contract. This may be the case in particular if the case law changes and one or more clauses of these GTC are affected by this. The customer shall be notified in writing (by post, fax or email) of any intended amendments to these GTC at least six weeks before they take effect. The customer shall have a special right of termination at the time the changes take effect. If the customer does not terminate the contract in writing within six weeks after receipt of the change notice, the changes shall become part of the contract at the time they take effect. The customer shall be specifically informed of this consequence in the change notice.

2. VEACT services

2.1. The nature and scope of the services of Veact shall be determined by the specific agreements between the parties regarding the properties, features and performance characteristics of the services and products, in particular as set out in the order form completed by the customer. In all other respects, the nature and scope of the contractual services shall be determined by the service description, any agreed additional terms and conditions, and these GTC.

2.2. Veact shall be entitled to modify and adapt its services and performances in the interest of the customer, in particular in the event of technological developments and changes in relevant framework conditions for IT security provided that this is reasonable for the customer. Veact shall notify the customer at least one month before the change.

3. Price, terms of payment

3.1. The prices stated in the order form and/or in the price list of Veact shall be decisive for the performance of the services. All prices stated there are net prices in euros.

3.2. Annual prices shall be payable in full in advance for the entire calendar year commencing on the date on which Veact provides the services. Other prices, in particular usage-dependent prices, shall be payable by Veact after performance of the service.

3.3. Veact may change the prices at the beginning of the next contract term with a reasonable notice period of at least one month. If the customer does not object to the modification within a reasonable period of time set by Veact, the modification shall be deemed to be approved. Veact shall inform the customer in the notice of change that the change shall become effective if the customer does not object.

3.4. Payment shall be due within 14 calendar days after receipt of the invoice by the customer. The final price to be paid by the customer to Veact shall be the price as defined in Clause 3.1. plus the statutory value added tax applicable at the time.

3.5. In the event that Veact is required to make advance payments for postage and shipping on behalf of the customer, the customer shall agree to establish a clearing account with Veact. Veact will determine the amount to be paid into the clearing account on the basis of the average monthly postage and shipping costs. Veact shall invoice the advance payment to the customer upon conclusion of the contract with a payment term of 14 calendar days. The remaining amount paid into the clearing account and not used within the scope of the service provision shall be returned to the customer at the end of the contract.

3.6. The invoice amount shall be paid to the account specified in the invoice of Veact. It must be credited to the account of Veact no later than on the seventh day after the due date (cf Clause 3.4).

3.7. The customer shall have a right of set-off only if their counterclaim has been legally established or is undisputed. The customer shall be entitled to assert a right of retention only because of counterclaims arising from this contractual relationship.

3.8. If the customer is in default with two payments due, Veact may block services and refuse to provide any further services until payment is made.

3.9. In the event of late payment, Veact may demand reimbursement of expenses for each unauthorised return debit note in the amount of the costs actually incurred by the credit institution for the return debit note. The customer reserves the right to prove that no damage has been incurred or that the damage is significantly lower.

4. Duties and obligations of the customer

4.1. The customer is obliged to provide the data necessary for the provision of the services and performances of Veact completely and correctly and to notify Veact of any changes without delay. This applies, in particular, to the address data and the email address.

4.2. The parties agree that Veact may also send information and statements concerning the contractual relationship to the customer’s email address. The customer shall regularly check the email address that serves as the contact address for Veact.

4.3. The customer is obliged to set up its systems and programmes in such a way that neither the security, integrity nor availability of the systems Veact uses to provide its services is impaired. In particular, the customer shall use suitable protection programmes (firewall and virus protection) in the latest version on its own computer hardware.

4.4. The customer is not entitled to remove or circumvent the existing protective mechanisms of the software against unauthorised use. The customer may not duplicate retrieval keys. The customer may not remove or alter any proprietary rights notices, other rights holder notices, serial numbers or other features serving to identify the software.

4.5. The customer undertakes not to pass on personal access data (such as password) to other persons and to keep them protected from access by other persons. For safety reasons, they must be changed before the first commissioning and at regular intervals thereafter. If there is reason to suspect that unauthorised persons have gained knowledge of the access data, the customer must change these immediately. On electronic data carriers such as computers, USB sticks and CD-ROMs, they may be stored in encrypted form only.

4.6. The customer shall make backup copies of all data at intervals appropriate to the application and in a suitable form. This shall be transferred to the servers of Veact on other data carriers not located at Veact.

5. Liability of VEACT

5.1. Veact or one of its vicarious agents shall be liable only for damages in the case of intent and gross negligence. If Veact or one of its vicarious agents breaches an essential contractual obligation in a manner that endangers the purpose of the contract, liability shall be limited to the typical damage that Veact could reasonably have foreseen at the time of the conclusion of the contract unless the breach of duty is intentional or grossly negligent. Material contractual obligations in this sense are those for which the fulfilment makes the proper execution of the contract possible in the first place and on the compliance of which the customer regularly relies and may rely.

5.2. This limitation shall not apply in the event of injury to life, body and/or health and in the event of liability under the Product Liability Act.

5.3. Notwithstanding the foregoing, the customer shall be solely responsible for the integrity of its data and its proper transfer into the systems of Veact. If the customer breaches its obligations in this respect and damage results from this, the customer shall be solely responsible for this and shall indemnify Veact against any claims by third parties.

6. Copyrights and use

6.1. Veact holds copyrights in the systems and software of Veact, including data, databases, graphics and forms.

6.2. The customer shall be granted the non-transferable, non-exclusive right to use the systems and software of Veact in accordance with the contract for the duration of the contract. Any further use is not permitted. The customer may not sell, rent or otherwise transfer to third parties the rights granted to them by Veact under the contract.

6.3. Insofar as the customer is contractually granted the authority to use software in a network, this does not include the right to provide the software to other companies or third parties for use. Any authorisation granted to use software in a network shall likewise not include the right to use the software at other establishments, operating sites, branches or offices of the customer. A separate licence agreement shall be concluded for each business, operating facility, branch or office of the customer unless expressly agreed otherwise.

6.4 The customer may not sell, transfer, lease, sub-license, modify, adapt, translate, reverse engineer, decompile or disassemble any component of the applications and data. They may not create derivative products, attempt to determine the source code from the object code, or use content or software for purposes other than the use of the respective application or other purposes authorised by Veact.

6.5. Applications and data may not be copied or used for public use, in whole or in part, unless expressly authorised in advance in writing by Veact. These obligations shall also apply for the time after the end of the contract.

6.6. If the customer has been provided with software for a limited period of time, the customer shall no longer be authorised to use the systems, software and data of Veact after the end of the contract. The customer shall be obliged to immediately delete the software of Veact independently and, upon separate request of Veact, to promptly enable its uninstallation or its verification by one of the agents of Veact. Excluded are the work results produced by the customer in accordance with the contract until the termination of the contract. The customer is responsible for the storage of their work results for other, later use.

6.7. The customer shall impose these obligations in the same way on its employees and vicarious agents.

7. Data protection

7.1. The customer agrees that its data, including the personal data of its employees, are subject to data processing for the performance of the contract. The customer shall be responsible to Veact for obtaining consent from its employees for the use of the data (if applicable).

7.2. Veact processes the personal data as an order data processor in accordance with Article 28, paragraph 3 GDPR exclusively on behalf of and in accordance with the instructions of the customer and exclusively for the purpose of fulfilling the contract. The customer remains responsible for the legality of the collection, processing and use of the customer data in accordance with the statutory provisions.

7.3. The specific rights and obligations within the framework of the commissioned data processing relationship shall result from the separate written agreement within the meaning of Article 28, paragraph 3 of the GDPR between Veact and the customer.

7.4. In all other respects, the responsibilities of the contracting parties shall be governed by the statutory provisions.

8. Start of contract, contract term and termination

8.1. The contract period is specified in the order form. Subject to separate provisions, the contract shall be concluded upon receipt of the order confirmation or order confirmation – at the latest upon provision of the service by Veact. In the case of subsequently ordered upgrades to basic services, the contract term shall be based on the respective basic services.

8.2. In the case of one-off services, the term of the contract ends at the time the service is provided without the need for separate notice of termination.

8.3. If a minimum contract term has been agreed, the contract shall be automatically extended by the respective minimum contract term as long as it is not terminated by one party with one month’s notice to the end of the respective term. If the minimum contract period is longer than one year, the renewal periods are a maximum of one year.

8.4. The right of the parties to extraordinary termination for good cause in accordance with Section 314 of the German Civil Code (BGB) shall remain unaffected by the above provisions. In particular, Veact shall have the right of extraordinary termination if the customer is in default with payments despite two reminders.

8.5. Notices of termination must be in writing, whereby transmission by fax is sufficient to comply with this form.

9. Performance, applicable law and place of jurisdiction

9.1. The place of performance shall be the registered office of Veact in Munich unless otherwise expressly agreed in writing between the parties.

9.2. The law of the Federal Republic of Germany shall apply to all claims of whatever kind arising from or on the occasion of this contract excluding the relevant rules of reference of German international private law.

9.3. All disputes arising from or in connection with this agreement shall be subject to the exclusive jurisdiction of the courts of Munich insofar as the customer is a merchant, a legal entity under public law or a special fund under public law.

Version 4.0
(Last revised: July 2019)

Allgemeine Geschäftsbedingungen der Veact GmbH (PDF)