The parties shall work together in a spirit of trust and inform each other immediately in the event of deviations from the agreed procedure or doubts about the correctness of the other party's procedure. coeno must be informed immediately if the customer recognizes that its own information and requirements are incorrect, incomplete, unclear or impracticable. The contracting parties shall name contact persons and their deputies who shall be responsible for and expertly manage the implementation of the contractual relationship for the contracting party naming them. The parties must notify each other immediately of any changes in the designated persons. Until such notification is received, the previously named contact persons and/or their deputies shall be deemed authorized to make and receive declarations within the scope of their previous power of representation, and the contact persons shall communicate at regular intervals about progress and obstacles in the execution of the contract in order to be able to intervene in the execution of the contract if necessary.
The Customer shall support coeno in the fulfillment of its contractually owed services. This includes in particular the timely provision of information, data material and hardware and software, insofar as the Customer's cooperation services require this. The Customer shall instruct coeno in detail with regard to the services to be provided by coeno. The Customer shall provide the necessary number of its own employees for the execution of the contractual relationship, who have the necessary specialist knowledge, and if the Customer has undertaken to provide coeno with materials (image, sound, text or similar) as part of the execution of the contract, the Customer must make these available to coeno immediately and in a standard, directly usable, preferably digital format. If it is necessary to convert the material provided by the Customer into another format, the Customer shall bear the costs incurred for this. The Customer shall ensure that coeno obtains the rights required to use these materials. The Customer shall provide assistance at its own expense.
The Customer is responsible for third parties who work for coeno in the Customer's area of activity at the instigation of or with the acquiescence of the Customer, in the same way as for vicarious agents. coeno is not responsible to the Customer if coeno is unable to meet its obligations to the Customer in full or in part or in good time due to the behavior of one of the aforementioned third parties.
4.1 Dates for the provision of services may only be confirmed on the part of coeno by the contact person.
4.2 The contracting parties shall set deadlines in writing wherever possible. Deadlines, the non-observance of which causes a Contracting Party to be in default without a reminder in accordance with Section 286 (2) of the German Civil Code (BGB), must always be specified in writing and designated as binding.
4.3 coeno is not responsible for delays in performance due to force majeure (e.g. strike, lockout, official orders, general disruptions to telecommunications etc.) and circumstances within the Customer's sphere of responsibility (e.g. failure to provide cooperation services on time, delays caused by third parties attributable to the Customer etc.) and entitles coeno to postpone the provision of the affected services for the duration of the hindrance plus a reasonable start-up time. coeno shall notify the Customer of delays in performance due to force majeure.
5.1 If the Customer wishes to change the contractually agreed scope of the services to be provided by coeno, it shall express this change request to coeno in writing. The further procedure is governed by the following provisions. In the case of change requests which can be checked quickly and probably implemented within 8 working hours, coeno can dispense with the procedure according to paragraphs 2 to 5.
5.2 coeno will check what effects the desired change will have, in particular with regard to remuneration, additional work and deadlines. If coeno recognizes that services to be provided cannot be performed or can only be performed with a delay due to the review, coeno shall inform the Customer of this and point out that the change request can still only be reviewed if the affected services are initially postponed for an indefinite period. If the Customer agrees to this postponement, coeno will carry out the examination of the change request. The Customer is entitled to withdraw its change request at any time; the initiated change procedure then ends.
5.3 After examining the change request, coeno will explain to the Customer the effects of the change request on the agreements made. The presentation shall contain either a detailed proposal for the implementation of the change request or information as to why the change request cannot be implemented.
5.4 The contracting parties shall immediately agree on the content of a proposal for the implementation of the change request and attach the result of a successful agreement to the text of the agreement to which the change relates as a supplementary agreement.
5.5 If no agreement is reached or if the change procedure ends for any other reason, the original scope of services shall remain unchanged. The same applies in the event that the Customer does not agree to a postponement of the services for the further execution of the review in accordance with paragraph 2.
5.6 The dates affected by the change procedure shall be postponed as far as necessary, taking into account the duration of the review, the duration of the vote on the change proposal and, if applicable, the duration of the change requests to be executed plus a reasonable start-up period. coeno shall inform the Customer of the new dates.
5.7 The customer shall bear the expenses arising from the change request. This includes in particular the examination of the change request, the preparation of a change proposal and any downtimes. If an agreement on daily rates has been reached between the Parties, the expenses shall be calculated according to these rates, otherwise according to coeno's usual remuneration.
5.8 coeno is entitled to change the services to be provided under the contract or to deviate from them if the change or deviation is reasonable for the Customer, taking coeno's interests into account.
6.1 The Customer shall bear all expenses such as travel and accommodation costs, out-of-pocket expenses and third-party claims for remuneration incurred in the course of the performance of the contract, subject to proof. Travel expenses shall only be reimbursed if the journey from coeno's registered office is more than 50 km. Pure travel time shall not be reimbursed. For the processing of orders with third parties whose costs are charged directly to the Customer, coeno can charge a handling fee of 10% of the order value.
6.2 coeno is generally remunerated according to time spent, which is invoiced monthly. Unless otherwise agreed, coeno's current remuneration rates are decisive for the remuneration of the time spent. coeno is entitled to change or supplement the remuneration rates on which the agreements are based at its reasonable discretion (§ 315 BGB). Cost estimates or budget plans prepared by coeno are non-binding.
6.3 For projects with a term of more than 30 days or a budget of more than EUR 8,000, 40% of the order value shall be deemed to have been agreed.
6.4 If the parties have not reached an agreement on the remuneration of a service provided by coeno, the provision of which the Customer could only expect in return for remuneration in the circumstances, the Customer must pay the usual remuneration for this service. In case of doubt, the remuneration rates demanded by coeno for its services are deemed to be customary.
6.5 All contractually agreed remuneration is exclusive of statutory value added tax.
7.1 coeno reserves all rights to the works created and the results of the service provided. Unless otherwise defined in the contract or as part of a production order, the rights of use and copyrights in particular remain with coeno. If software is the subject of the services, §§ 69 d and e UrhG shall apply.
7.2 Any use beyond that described in paragraph 1 is not permitted. In particular, the Customer is prohibited from granting sublicenses and from reproducing, leasing or otherwise exploiting the services.
7.3 Until full payment of the remuneration, the Customer is only permitted to use the services provided on a revocable basis. coeno may revoke the use of such services for which the Customer is in default of payment for the duration of the default.
8.1 coeno shall indemnify the Customer at its own expense against all third-party claims arising from infringements of property rights (patents, licenses and other property rights). The Customer shall inform coeno immediately of any claims asserted by third parties. If the Customer does not inform the Agency immediately of the claims asserted, the right to indemnification shall lapse.
8.2 In the event of infringements of property rights, coeno may - without prejudice to any claims for damages by the Customer - at its own discretion and at its own expense make changes to the affected service after prior consultation with the Customer which, while safeguarding the interests of the Customer, ensure that there is no longer an infringement of property rights or acquire the necessary rights of use for the Customer.
The Customer may only withdraw from the contract due to a breach of duty that does not consist of a defect in the purchased item or the work if coeno is responsible for this breach of duty.
10.1 coeno is liable for intent and gross negligence. coeno is only liable for slight negligence in the event of a breach of an essential contractual obligation (cardinal obligation) and in the event of damage resulting from injury to life, limb or health.
10.2 In the event of slight negligence, liability is limited to the amount of foreseeable damage that can typically be expected to occur. In any case, liability is limited to the order value.
10.3 coeno is not liable for the loss of data and/or programs insofar as the damage is due to the fact that the Customer has failed to carry out data backups and thereby ensure that lost data can be restored with reasonable effort.
10.4 The above provisions also apply in favor of coeno's vicarious agents.
For the duration of the cooperation between the parties and for a period of one year thereafter, the Customer undertakes not to entice employees away from coeno or to employ them without coeno's consent. For each case of culpable infringement, the Customer undertakes to pay a contractual penalty to be determined by coeno and, in the event of a dispute, to be reviewed by the competent court.
12.1 The documents, knowledge and experience provided to the other contracting party may only be used for the purposes of this contract and may not be made accessible to third parties unless they are intended to be made accessible to third parties or are already known to the third party. Third parties do not include auxiliary persons such as freelancers, subcontractors, etc. who are called in to perform the contractual relationship.
12.2 In addition, the contracting parties agree to maintain confidentiality regarding the content of this contract and the knowledge gained during its execution.
12.3 The confidentiality obligation shall also apply beyond the termination of the contractual relationship.
12.4 If a contracting party so requests, the documents provided by it, such as strategy papers, briefing documents, etc., shall be returned to it after termination of the contractual relationship, unless the other contracting party can assert a legitimate interest in these documents.
12.5 Press releases, information etc. in which one contracting party refers to the other are only permitted after prior written agreement - also by e-mail.
13.1 In the event of any differences of opinion arising from or in connection with this contractual relationship, the parties shall first attempt to reach a solution through in-depth discussion between the contact partners.
13.2 Differences of opinion that cannot be resolved by the parties shall be settled by arbitration. If a party refuses to take part in conciliation proceedings, it may take recourse to the ordinary courts if it has previously notified the other party of this in writing.
13.3 In order to conduct an arbitration procedure, the parties shall call upon the arbitration board of the Deutscher Multimedia Verband e.V., Kaistrasse 14 in 40221 Düsseldorf, with the aim of settling the difference of opinion in whole or in part, provisionally or finally, in accordance with its arbitration rules.
13.4 In order to facilitate the arbitration, the parties mutually waive the defense of the statute of limitations for all claims arising from the disputed facts of life from the request for arbitration until one month after the end of the arbitration proceedings. The waiver has the effect of suspending the limitation period.
13.5 The dates affected by the conciliation proceedings, including the preceding discussion between the contact partners, shall be postponed as necessary, taking into account the duration of the conciliation and, if applicable, the duration of the conciliation results to be executed, plus a reasonable start-up period.
14.1 The assignment of claims is only permitted with the prior written consent of the other contracting party. Consent may not be unreasonably withheld. The provision of § 354 a HGB remains unaffected by this.
14.2 A right of retention may only be asserted on the basis of counterclaims arising from the respective contractual relationship.
14.3 The contracting parties may only offset claims that have been legally established or are undisputed.
14.4 coeno may name the Customer as a reference customer on its website or in other media. coeno may also publicly reproduce or refer to the services provided for demonstration purposes, unless the Customer can assert a legitimate interest to the contrary.
15.1 All amendments and additions to contractual agreements must be recorded in writing for verification purposes. Notices of termination must be made in writing. Notifications, which must be made in writing, may also be made by e-mail.
15.2 Should individual provisions of the parties' agreements be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. In this case, the parties shall replace the invalid provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision. The same applies to any loopholes in the agreements.
15.3 The customer's general terms and conditions shall not become part of the contract.
15.4 The law of the Federal Republic of Germany shall apply to the exclusion of international private law and the UN Convention on Contracts for the International Sale of Goods.15.5 The exclusive place of jurisdiction for all legal disputes arising from or in connection with this contract shall be the registered office of coeno.
