General Terms and Conditions

Status: 13/01/2023

These General Terms and Conditions of Business (Terms & Conditions) are the contractual basis for all legal transactions of VALEO IT Services International GmbH.

In der Scheibe 3

92706 Luhe-Wildenau

E-Mail: info@valeo-it.com

Internet: www.valeo-it.com

Phone: +49 9607 2389-90

I. Definitions
  1. Confidential information: refers to information provided by one party to the other party under this Agreement which is marked “Confidential” prior to or at the time at which it is made known or disclosed.

  2. Releases: refers to subsequent versions (updates or upgrades) and bug fixes released for previously licensed software or installed hardware.

  3. Products: refers to hardware, software, spare parts and releases included on the VALEO IT Services International GmbH price lists for Products or in VALEO IT Services International GmbH quotations.

  4. Services: refers to the services set out on a service list or in a service specification. These services also include other services that the parties may agree, e.g. web hosting, work services, general services and consultations.
II. Confidential information

A party receiving confidential information (receiving party) is obliged to treat it in confidence; in doing so, it must exercise the same degree of care as it would exercise with its own information of comparable importance, but at least the degree of care customary in the industry. It may use the confidential information only for the purposes provided for in the contract. Confidential information may only be disclosed to employees or contractors who are bound by similar confidentiality obligations by the receiving party and may be used solely for the purposes provided for in the relevant contract. These obligations do not apply to information that

  1. Lawfully becomes known to the receiving party without breach of its duty of confidentiality.

  2. Does not become public knowledge through the fault of the receiving party.

  3. is developed independently by the receiving party without the use of the other party’s confidential information.

  4. Becomes public knowledge pursuant to a final order issued by a court or government authority, provided that the receiving party notifies the other party in writing in advance and provides reasonable assistance to enable the other party to appeal.
III. General provisions
  1. Scope
    The deliveries, services and offers of VALEO IT Services International GmbH are based exclusively on these Terms & Conditions, unless agreed otherwise. The Terms & Conditions shall only apply if the customer is an entrepreneur (§ 14 of the German Civil Code (BGB)), a legal entity under public law or a special fund under public law. Other contractual conditions shall not become part of the contract, even if VALEO IT Services International GmbH does not expressly object to them. The Terms & Conditions in their current version shall also apply as a framework agreement for future contracts between VALEO IT GmbH and the customer without VALEO IT Services International GmbH having to refer to them again in each individual case. The current version of the Terms & Conditions is available at www.valeo-it.com.
  1. Offer and conclusion of contract
    • Offers of VALEO IT Services International GmbH are subject to change and are non-binding, unless the offer is designated as binding in writing or electronically (fax or email). A legal obligation comes about only when a contract is signed by both parties or an order is placed by the customer and a written or electronic (fax or email) order confirmation is received from VALEO IT Services International GmbH; this is also the case if VALEO IT Services International GmbH begins to provide the services in accordance with the contract or delivers the goods.
    • Unless stated otherwise, VALEO IT Services International GmbH shall be bound by the prices in its offers for a period of 14 days from the date of issue. The prices stated in the offer of VALEO IT Services International GmbH plus the respective statutory value added tax are definitive. A separate charge shall be made for additional deliveries and services. In particular, neither introductory training for the hardware and software supplied nor its installation are included. Separate contracts shall be concluded for this purpose.
    • The decisive factor for the scope, type and quality of the deliveries and services is the contract signed by the two parties, the order confirmation of VALEO IT Services International GmbH or the offer of VALEO IT Services International GmbH. Other information and requirements shall only become part of the contract if the contracting parties agree to this in writing or VALEO IT Services International GmbH has confirmed them in writing.
    • The sales staff of VALEO IT Services International GmbH are not authorised to make verbal subsidiary agreements or to give verbal assurances that go beyond the content of the written contract.
  1. Delivery period
    • Details of delivery and performance dates are non-binding unless they have been confirmed in writing as binding by VALEO IT Services International GmbH. VALEO IT Services International GmbH may provide partial services insofar as the delivered parts can reasonably be used by the customer in isolation.
    • VALEO IT Services International GmbH shall not be responsible for delays in delivery and performance due to force majeure or due to events which make delivery considerably more difficult or impossible for VALEO IT Services International GmbH not only temporarily – this includes, in particular, strikes, lock-outs, official orders, officially confirmed pandemics, effects of the Ukraine conflict, delivery bottlenecks, including if they occur at suppliers of VALEO IT Services International GmbH or their sub-suppliers – even in the case of periods and dates confirmed by binding agreement. They entitle VALEO IT Services International GmbH to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up period or to withdraw from the contract in whole or in part in respect of the part not yet fulfilled.
    • If the contractual partners subsequently agree on additional services that affect agreed deadlines, those deadlines shall be extended by a reasonable period of time.
  2. Payment, offsetting
    • Unless otherwise agreed, the invoices of VALEO IT Services International GmbH are payable immediately on invoicing without discount. Invoices are sent to the customer by email.
    • Offsetting with counterclaims of the customer or the retention of payments due to such claims is only permissible insofar as the counterclaims are undisputed or have been legally established.
    • VALEO IT Service International GmbH is entitled to provide or perform outstanding deliveries or services only in return for advance payment or provision of security if, after the conclusion of the contract, it becomes aware of circumstances which are likely to significantly reduce the creditworthiness of the customer and as a result of which payment of the outstanding claims of VALEO IT Services International GmbH by the customer from the respective contractual relationship is at risk.
    • If the customer is in default, VALEO IT Services International GmbH is entitled to demand interest from the relevant date in accordance with the statutory provisions.
  1. Warranty
    • The statutory provisions shall apply to the customer’s rights in the event of material defects and defects of title, unless stipulated otherwise below. In all cases, the special statutory provisions for final delivery of the goods to a consumer remain unaffected. Claims due to supplier recourse are excluded if the defective goods have been further processed by the customer or another entrepreneur, e.g. by installation in another product.
    • All product descriptions which are the subject of the individual contract shall be deemed to be agreements on the quality of the goods. Insofar as the quality has not been agreed, the statutory regulations shall be used to determine whether a defect is present or not (§ 434(1) sentence 2 and 3 BGB). However, VALEO IT Services International GmbH accepts no liability for public statements by the manufacturer or other third parties (or advertising statements) to which the customer has not drawn the attention of VALEO IT Services International GmbH as being definitive for the contract.
    • The customer’s claims for defects presuppose that it has complied with its statutory obligations to inspect and report defects (§§ 377, 381 of the German Commercial Code (HGB)); otherwise, liability for any defect that has not been reported or has not been reported on time is excluded.
    • VALEO IT Services International GmbH is entitled to choose the type of supplementary performance by remedying the defect (rectification) or by delivering a defect-free item (replacement). The right to refuse supplementary performance under the statutory conditions remains unaffected.
    • Any supplementary performance due may be made dependent on the customer paying the remuneration owed under the contract. However, the customer is entitled to retain a part of the remuneration owed that is reasonable in relation to the defect.
    • Warranty claims do not exist in the event of excessive or improper use, non-reproducible errors or errors that cannot otherwise be proven by the customer, or in the event of damage caused by subsequent modification by the customer or third parties.
    • VALEO IT Services International GmbH accepts no liability for the loss of data. Data backup is the responsibility of the customer. The customer shall assure VALEO IT GmbH that all data has been backed up on data backup media that are stored separately before VALEO IT Services International GmbH begins its work.
    • VALEO IT Services International GmbH may demand reimbursement of its expenses insofar as – it takes action on the basis of a report without there being a defect, unless the customer was unable to recognise with reasonable effort that there was no defect or – a reported fault could not be reproduced or otherwise demonstrated to be a defect by the customer or – additional expenses are incurred due to the customer’s failure to fulfil its obligations properly.
    • There is no right of withdrawal in the case of an insignificant defect.
    • Claims of the customer for damages or reimbursement of futile expenses shall exist in the case of defects only in accordance with clause 6. and are otherwise excluded.
  1. Liability
    • VALEO IT Services International GmbH shall be liable for damage caused by it or its legal representatives or vicarious agents intentionally or negligently in the event of a breach of material contractual obligations or of injury to life, body or health.
    • Otherwise, VALEO IT Services International GmbH shall be liable only for damage caused by it or its legal representatives or vicarious agents intentionally or through gross negligence.
    • In the case of breaches of obligation involving minor negligence, the liability of VALEO IT Services International GmbH shall be limited to the average damage that is foreseeable and typical for the type of service. This also applies to breaches of obligation involving minor negligence on the part of the legal representatives and vicarious agents of VALEO IT Services International GmbH. This limitation of liability does not apply in the event of injury to life, limb or health attributable to VALEO IT Service International GmbH.
    • In the event of default, VALEO IT Services International GmbH shall reimburse the customer for the damage demonstrably caused by the default within the scope of letters a) to c) of this clause (liability).
    • Exclusions and limitations of liability do not apply insofar as VALEO IT Services International GmbH has provided a guarantee which had the specific purpose of providing protection against the occurrence of the asserted damage.
    • Liability under the Product Liability Act remains unaffected.
    • Except in the case of intent and gross negligence, in the case of a breach of material contractual obligations or in the case of the assumption of a guarantee under (e), VALEO IT Service International GmbH shall not be liable for indirect damages, such as additional expenses or loss of earnings as a result of a defective delivery or service.
  1. Infringement of third-party rights
    • VALEO IT Services International GmbH shall only be liable for infringements of third-party rights by its services insofar as the services are used in accordance with the contract.
    • If a third party asserts vis-à-vis the customer that a service provided by VALEO IT Services International GmbH infringes its rights, the customer shall notify VALEO IT International GmbH without delay. However, VALEO IT Services International GmbH and, if applicable, its sub-suppliers are not obliged to defend the claims asserted at their own expense.
    • If the rights of third parties are infringed by a service provided by VALEO IT Services International GmbH, VALEO IT Services International GmbH shall at its own discretion and at its own expense
      • provide the customer with the right to use the service or
      • design the service so that it does not infringe third party rights.
    • If no other remedy can be achieved with reasonable effort by VALEO IT Services International GmbH, either contractual partner may terminate the underlying contract with immediate effect. The interests of the customer are taken into account appropriately.
    • For claims for damages, the liability regulations under clause 6. shall apply.
  1. Transfer of risk
    • The risk shall pass to the customer as soon as the consignment has been handed over to the person carrying out the transport or it has left the warehouse of VALEO IT Services International GmbH for the purpose of dispatch. If dispatch is delayed at the request of the customer, the risk shall pass to the customer on notification of readiness for dispatch. The goods shall be shipped by post or via a forwarding agent.
  1. Default of acceptance
    • If the customer is in default of acceptance of a service that has been offered properly, VALEO IT Services International GmbH may exercise its statutory rights in the event of non-acceptance. If VALEO IT Services International GmbH claims damages, these shall amount to 10% of the net invoice value. The damages shall be set higher or lower if VALEO IT Services International GmbH proves higher damages or the customer proves lower damages.
  1. Retention of title
    • The object of purchase shall remain the unrestricted property of VALEO IT Services International GmbH until the invoices plus any ancillary claims (default interest, reminder fees, etc.) have been settled in full. In this respect, pledging or transfer of ownership by way of security by the customer is also excluded.
    • If the customer is a legal entity under public law, a special fund under public law or an entrepreneur acting in the exercise of commercial or independent professional activity when concluding the contract, the retention of title shall also apply to claims of VALEO IT Services International GmbH against the customer arising from the ongoing business relationship until settlement of claims due in connection with the purchase.
    • Items produced by processing items owned by VALEO IT Services International GmbH are the property of VALEO IT GmbH and shall be kept by the customer for VALEO IT GmbH until the end of the customer’s right of use and then handed over to VALEO IT GmbH.
    • In the event of access by third parties to items owned by VALEO IT Services International GmbH, e.g. through attachment or execution measures, the customer shall draw attention to the ownership situation and inform VALEO IT Services International GmbH immediately in writing.
    • In the event of breach of contract by the customer, in particular in the event of default of payment, VALEO IT Services International GmbH is entitled to withdraw from the contract and to demand the return of the goods subject to retention of title.
  1. Limitation
    • Notwithstanding § 438(1) no. 3 BGB, the general limitation period for claims arising from material defects and defects of title shall be one year from delivery. Insofar as acceptance has been agreed, the limitation period shall commence on acceptance.
    • The above limitation period shall also apply to contractual and non-contractual claims for damages by the customer based on a defect in the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases.
    • However, the right to claim damages of the customer pursuant to clause 6 a. to c. and under the German Product Liability Act shall expire exclusively in accordance with the statutory limitation periods.
  1. Applicable law, place of jurisdiction, partial invalidity
    • The law of the Federal Republic of Germany shall apply to these Terms & Conditions and the entire legal relationship between VALEO IT Services International GmbH and the customer. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.
    • Insofar as the buyer is a merchant, a legal entity under public law or a special fund under public law, Luhe-Wildenau shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
    • Should any provision of these Terms & Conditions or any provision within the scope of other agreements be or become invalid, this shall not affect the validity of any other provisions or agreements.
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IV. Supplementary provisions for products and services

In the event of the end of life (EOL) of a product or a service, VALEO IT Services International GmbH shall continue to provide support for up to one year. The one-year period is determined by the EOL date announced by VALEO IT Services International GmbH. This also applies if an EOL is announced for an individual product or service and it is listed together with other products and/or services on a joint system certificate. In this case, VALEO IT Services International GmbH is entitled to a partial termination of support for the affected product and/or service and shall issue an updated system certificate to the customer if required. Service scope and/or duration may vary within the aforementioned period depending on the specific product or service type.

V. Supplementary provisions for software
  1. Subject matter of a software contract
    a) The subject of this contract is the provision of a copy of the software and the user manual by the supplier to the customer.
    b) The installation and maintenance of the contractual software on the customer’s hardware is not the subject of this contract.
  2. Obligations of VALEO IT Services International GmbH
    a) VALEO IT Services International GmbH is obliged to provide the customer with a copy of the software that is the subject matter of the contract on a permanent basis via download.
    b) VALEO IT Services International GmbH is obliged to provide the customer with the user manual for the contractual software as a printed work or as a digital document.
  1. Licences
    VALEO IT Services International GmbH shall grant the customer a non-exclusive and non-transferable licence to use the software supplied to the customer exclusively for internal purposes. The following should be noted:
    a) the limitations set out in the order or in the order confirmation with regard to the authorised purpose and the authorised number of users, developers, entries and CPUs; and
    b) the supplementary licence conditions attached to the software;
    c) the right to pass on the software to third parties is excluded if there is reasonable suspicion that the third party will violate these contractual conditions or the copyright.
  2. Licensing restrictions
    The customer may make identical copies of the software for archiving purposes (including a backup copy for system failures). The customer may not modify or decompile the software or apply any other form of reverse engineering. The information required for interoperability shall be provided by VALEO IT Services International GmbH on request.
VI. Supplementary provisions for products and services
  1. Remote services

    a) the customer accepts that VALEO IT Services International GmbH may remotely access the systems on the customer’s premises and process and store product data for remote monitoring, management and maintenance of the systems (such data shall be treated by VALEO IT GmbH as confidential information of the customer)

    b) the customer undertakes to acquire or maintain at its own expense a bridge or gateway approved by VALEO IT Services International GmbH which is suitable for the systems or networks concerned

    c) the customer accepts that it shall bear all telecommunications and internet access costs in connection with the remote services.

  2. System support

a) Individual contracts
For all services to be performed by VALEO IT Services International GmbH, VALEO IT Services International GmbH and the customer shall each sign an individual contract or service description in which the scope of the services ordered by the customer is specified in detail.

b) Business premises of the customer
System support is provided for the systems listed on the respective system certificate (listed systems) on the customer’s business premises. The customer shall inform VALEO IT Services International GmbH in writing at least 30 days before any change in the location of the listed systems about the new installation location. Whether support can be provided for the implemented systems depends on the availability on site. Additional fees may apply for support. Likewise, an inspection and a new certification may be required for the systems implemented, for which the applicable hourly and material rates of VALEO IT Services International GmbH shall be charged.

c) Avoidance of errors
The customer shall routinely carry out preventative maintenance and cleaning. Before the customer requests support from VALEO IT Services International GmbH, it shall first carry out the relevant procedures and measures for error analysis provided by VALEO IT Services International GmbH itself. If these troubleshooting efforts fail, the customer shall immediately notify VALEO IT Services International GmbH. The customer shall establish and maintain a procedure outside the listed systems for the recovery of lost or altered files, data or programmes.

d) Qualified employees
Hardware and software support may only be requested by employees of the customer who have the necessary expertise and training to be able to diagnose and rectify hardware and software faults under the instruction of VALEO IT Services International GmbH and who are named as contact persons.

e) Additional systems
The customer may supplement an individual contract with additional systems for a period corresponding to the term of the individual contract by submitting a written notification to VALEO IT Services International GmbH. The applicable pro rata fees per system apply to this. These systems may be checked by VALEO IT Services International GmbH. VALEO IT Services International GmbH shall send the customer an additional order confirmation showing the additional listed systems and the associated additional fees.

f) Exclusion of services
VALEO IT Services International GmbH is not obliged to perform the services if

      • the systems have been used improperly or incorrectly or the fault was caused by an accident or gross negligence
      • changes, modifications or attempted repairs have been made to the systems by personnel not authorised by VALEO IT Services International GmbH
      • the faults have arisen due to causes outside the system, such as the operating conditions prescribed by the manufacturer not being in place
      • the listed systems are used in conjunction with software or other products which are not included on a price list or in the offer of VALEO IT Services International GmbH, or the use of which has not been approved in writing by VALEO IT Services International GmbH
      • the failures were caused by a local modification of the listed systems or an attempt to make local modifications
      • or the software or the systems do not have the minimum configurations or releases prescribed by VALEO IT Services International GmbH which are required to keep a listed system within the scope of the support provisions of VALEO IT Services International GmbH or to install spare parts, patches or subsequent releases.Support provided in such circumstances (described in aa) to ee)) shall be invoiced separately at the hourly and material rates of VALEO IT Services International GmbH applicable at the time and shall be the subject of a separate agreement.
  1. On-site materials
    • a) The customer shall store separately, secure and mark as the property of VALEO IT Services International GmbH all tools, parts, spare parts, products and materials housed in the customer’s business premises which do not become the property of the customer (“on-site materials”).
    • b) The on-site materials may only be used by authorised persons in accordance with the provisions of the relevant service list or service description. The customer shall have no rights to the on-site materials and shall not grant any lien or security rights for the materials. The customer shall bear the risk of loss or destruction for the on-site materials that may occur before they are returned to VALEO IT Services International GmbH.
    • c) Within ten days of termination or expiry of the relevant individual order, the customer shall deliver all related on-site materials together with a consignment note (freight prepaid and fully insured) to VALEO IT Services International GmbH.
  1. Rights of use to services to be performed
  2. a) Scope
    • VALEO IT Services International GmbH shall grant the customer a non-exclusive and non-transferable licence which gives the customer the right to use the services to be performed exclusively for internal purposes.
    • b) Use of the tools and updates
    • Only qualified employees of the customer are permitted to access the tools provided by VALEO IT Services International GmbH for listed systems for the sole purpose of troubleshooting and fault rectification. The provision of an update does not affect rights in the event of defects in the previously licensed software. These updates may only be used in conjunction with use on the listed systems.
    • c) Licence restrictions
    • The customer is not permitted to make copies of the work results, to modify the work results, to decompile them or to apply any form of reverse engineering, except for archiving purposes. VALEO IT GmbH shall provide the information required for interoperability on request.
  1. Prices/Surcharges

The business hours of VALEO IT Services International GmbH are Monday to Friday from 08:00 to 17:00. The following surcharges apply to working hours outside these times:

a) Monday to Friday from 00:00 to 08:00 plus 50%

b) Monday to Friday from 20:00 to 24:00 plus 50%

c) Saturday 00:00 to 08:00 plus 100%

d) Saturday 08:00 to 20:00 plus 50%

e) Saturday 20:00 to 24:00 plus 100%

f) Sundays and public holidays 00:00 to 24:00 plus 100 %

VALEO IT Services International GmbH is entitled to adjust the fees and service content by notifying the customer in writing or electronically (i.e. by email) with a notice period of 60 days, provided that this does not unreasonably disadvantage the customer. If shorter notice periods are agreed on the basis of agreements between suppliers and VALEO IT Services International GmbH, VALEO IT Services International GmbH shall be entitled to shorten the agreed notice period of 60 days to a reasonable extent. The prerequisites and reasons for such a change in services or charges may be technical or legal requirements; in individual cases, economic requirements may also justify an adjustment.

The amendment shall be made in such a way and to such an extent that the interests of both parties are balanced as far as possible. If the customer does not wish to continue the contract with the modified charges, it is entitled to extraordinary written termination with a notice period of 14 days from the date of the change. Otherwise, the customer’s rights arising are excluded in this connection.

  1. Availability of services

Services may not be available in certain locations. Services are subject to the availability of qualified VALEO IT Services International GmbH staff and equipment. Furthermore, the services may be subject to additional charges or supplementary provisions and payment of the applicable minimum fees. VALEO IT GmbH may replace or modify the services, provided that the services as a whole are not materially affected or altered as a result.

  1. Restrictions with regard to the use of the services

The customer acknowledges that the services are intended solely for the customer’s internal purposes and that the customer may not directly or indirectly transfer, lease or resell the services to any third party unless VALEO IT Services International GmbH authorises the customer to do so in writing

VII. Supplementary provisions for hosted services (online services)
  1. Offers and services
    • a) For operation of the hosting or website, VALEO IT Services International GmbH shall provide the customer with a virtual server or server.
    • b) Changes to tariffs with higher or lower performance are possible at any time and apply without taking account of the dates of the following billing period (the next first day of the month).
    • c) The services of VALEO IT Services International GmbH shall include free email support, which is limited exclusively to the maintenance of the account/server. VALEO IT Services International GmbH support is available Monday to Friday from 08:00 to 17:00.
    • d) VALEO IT Services International GmbH may discontinue free services or free additional services at any time with 30 days’ notice. It is sufficient to send a notification by email to discontinue such services. If necessary, VALEO IT Services International GmbH has the right to offer such services which were previously provided free of charge only in return for payment in the future.
    • e) VALEO IT Services International GmbH is free to use newer or different technologies, systems, procedures or standards for the provision of the services than those initially offered in the context of technical progress, provided that this does not result in any disadvantages for the customer.
    • f) VALEO IT GmbH is entitled to commission third party service providers and vicarious agents with the provision of parts or the entire range of services. VALEO IT Services International GmbH is entitled to change the internet infrastructure used and the service providers and vicarious agents commissioned with its implementation at any time without separate notification, provided that this does not result in any disadvantages for the customer.
    • g) The IP addresses required to operate the virtual servers/dedicated servers shall remain the property of VALEO IT Services International GmbH and may be changed at any time.
  1. Charges
    • a) Unless otherwise stated, a billing period is one full calendar month for hosting, web hosting and domain services. The domain entries ordered and paid for by VALEO IT Services International GmbH generally have a term of one year.
    • b) Under certain circumstances, services are subject to a limitation of the transmitted data volume (traffic). In the event that the restrictions are exceeded, VALEO IT Services International GmbH is entitled to demand a price adjustment.
  1. Termination, contract period
    • a) The contractual relationship between the customer and VALEO IT Services International GmbH shall come into existence on the day of activation of the access code and, if applicable, of the first of the requested domain names. This date shall constitute the commencement of the contract, irrespective of the date of payment. The end of the contract is always the last day of a calendar month.
    • b) The customer and VALEO IT Services International GmbH may terminate the contractual relationship without giving reasons with a notice period of 1 calendar month at the end of a month. If VALEO IT Services International GmbH has not agreed monthly payments with customers but payments per quarter or per year (in advance), no minimum term is associated with this.
    • c) In the event of termination for good cause, VALEO IT Services International GmbH is entitled to deny access to the hosting servers and to block the internet addresses (domains) assigned to this contractual relationship immediately, and if necessary to delete them. In this case, VALEO IT Services International GmbH may also immediately block and, if necessary, delete content and email messages stored with it without setting a grace period.
  1. Availability
    • a) VALEO IT Services International GmbH achieves a theoretical service availability of 100% at the internet gateway of the data centre. However, VALEO IT Services International GmbH does not guarantee uninterrupted availability of data and may take time for technical work. Any liability of VALEO IT Services International GmbH for data loss, interrupted data transmissions or other problems in this context caused by technical failures is excluded.
    • b) Any scheduled maintenance work shall be announced by VALEO IT Services International GmbH in good time in advance by email to the agreed contact email address of the customer. This does not reduce the guaranteed service availability.
    • c) The customer shall report any malfunctions via the contact agreed in the contract.
    • d) In the event of technical problems that do not allow the continuation of this contract, VALEO IT Services International GmbH is entitled to terminate parts of the contract or the entire contract without notice.
  1. Limitations of liability and claims for damages
    • a) VALEO IT Services International GmbH is not liable for the correct functioning of infrastructures or transmission paths of the internet which are not the responsibility of VALEO IT Services International GmbH or its vicarious agents.
    • b) VALEO IT Services International GmbH does not assume any liability for the correct reproduction of the internet pages of the applicant, unless VALEO IT Services International GmbH is guilty of malicious intent or gross negligence. VALEO IT Services International GmbH shall only be liable for indirect damage, consequential damage and loss of earnings in the event of malicious intent or gross negligence up to a maximum amount of the order value of the last three contractual months. The customer is aware that the internet sites on the virtual server/server can only be accessed with browsers that meet current HTTP specifications; these include current browser versions.
    • c) VALEO IT Services International GmbH assumes no liability for third party products and services and provides no guarantee of their function and freedom from defects.
  1. Data security, online transmissions
    • a) The customer agrees that all data received by VALEO IT Services International GmbH within the scope of the business relationship shall be stored in a computer system and automatically processed.
    • b) Insofar as data is transmitted to VALEO IT Service International GmbH – in whatever form – the customer shall make backup copies. In the unlikely event of a loss of data, the customer shall transfer the relevant data files again to the server(s) of VALEO IT GmbH free of charge.
    • c) The customer shall indemnify VALEO IT Services International GmbH against all claims by third parties with regard to the data provided.
    • d) The various customer-specific settings of VALEO IT Services International GmbH shall be provided online. The transfer of such data shall take place at the risk of the customer without any guarantee on the part of VALEO IT Services International GmbH. The notifications are valid on receipt and are used by VALEO IT GmbH as binding for the performance of services until new data is received via the internet. Any delays that occur are due to technical reasons and do not constitute a defect.
    • e) The customer is aware that it is generally possible for all participants along the transmission path of the internet to gain knowledge of data being transmitted without authorisation. The customer accepts this risk.
    • f) VALEO IT Services International GmbH does not guarantee that data or files stored on a virtual host/server are not accessible to third parties.
  1. Obligations of the customer
    • The customer may not violate legal prohibitions, acceptable practices in the Federal Republic of Germany or international law with the form, content and pursued purpose of a website. The customer shall guarantee that no discriminatory, racist, erotic, pornographic or left-wing or right-wing extremist content or content glorifying violence is disseminated via the services provided by VALEO IT Services International GmbH and that no such content is referred to via a link. Otherwise, VALEO IT Services International GmbH is entitled to refuse to include a web page or to delete it. VALEO IT GmbH does not hereby assume any obligation to carry out checks. In the event of a violation of legal prohibitions by the customer’s website, the customer shall be liable.
    • The customer is responsible for all content produced or published by it, using its access details or by third parties. VALEO IT Services International GmbH does not generally monitor or check this content.
    • VALEO IT Services International GmbH does not check customer content to determine whether claims of third parties are justified or unjustified. In this respect, it is common practice on the internet that data is blocked at the credible request of any third party until the situation has been clarified in court (see also the Dispute Policy of InterNIC at http://www.internic.net). The customer therefore agrees to block access to its content in the event that claims by third parties are credible.
    • The customer shall ensure that the HTML forms, CGI, PHP and Java programs supplied by it, if any, do not represent any security risks for the server of VALEO IT Services International GmbH and that the computer capacities of VALEO IT Services International GmbH are not overloaded or blocked by faulty programming. All financial consequences of failures resulting from this shall be reimbursed by the customer to VALEO IT Services International GmbH.
  1. Domains
    • Insofar as domains are the subject of the contractual relationship, the contractual basis shall be the registration terms and conditions of the individual registries responsible, since the various top-level domains are subject to a variety of different provisions worldwide; these provisions of the registry responsible for the respective top-level domain (the responsible registry) shall therefore expressly become part of each individual contract for the registration of corresponding sub-level domains. Violations of these terms and conditions may result in sub-level domains not being registered, not being transferred (transferred against the will of the holder) or being deleted. For example, according to the individual regulations it may be that an unlimited number of sub-level domains cannot be registered/used, that country-specific requirements (e.g. with regard to the owner of the domain) must be observed or that a change of provider (KK application) is not possible or only possible under strict conditions. VALEO IT Services International GmbH therefore draws the customer’s attention to the fact that it can only be guaranteed that the registration of corresponding sub-level domains shall be arranged or carried out within the framework of the applicable provisions. In addition, an order for registration may be rejected if it appears to violate legal provisions, registration conditions of the responsible awarding body or registry, or the legitimate interests of VALEO IT Services International GmbH.
    • Domain names shall be registered by VALEO IT Services International GmbH or by partners commissioned by VALEO IT GmbH Services International with the respective NIC (Network Information Centre, domain registry of a top-level domain). The data for the registration of domain names shall be transmitted to the respective NIC using an automated electronic procedure. The customer can only assume actual availability and allocation of the domain name once this has been confirmed by the respective NIC or by VALEO IT GmbH. Any liability and warranty for the allocation of the ordered domain names is excluded on the part of VALEO IT Services International GmbH.
    • VALEO IT Services International GmbH shall only provide non-binding information about the availability of a domain by telephone or via the internet. Between provision of that information and actual registration, allocation to a third party may be made by the DENIC or another body without VALEO IT Services International GmbH having any control over this or becoming aware of it.
    • For the duration of the contract concluded with the customer, VALEO IT Services International GmbH shall look after all domains on the basis of the applicable guidelines of the responsible registries, in particular the regulations of the DENIC (accessible at http://www.denic.de) and the Council of Registrars (http://www.corenic.net).
    • VALEO IT Services International GmbH is contractually obliged vis-à-vis the individual registries to pass on their registration conditions to the customer in a binding manner. The provisions of the registry responsible for the respective top-level domain and the responsible registrar shall expressly become an integral part of each individual contract of the customer for registration of corresponding sub-level domains. Specifically, the following applies:
      • Insofar as .de domains are the subject matter of the contractual relationship: in addition to these Terms & Conditions, the DENIC’s Terms and Conditions of Registration, the DENIC’s Registration Guidelines and the DENIC’s direct price list shall apply. VALEO IT Services International GmbH expressly points out that domain registration is a separate contract between the customer and DENIC eG, to which, for reasons of permanent assurance of domain ownership, the DENIC’s direct price list applies only as an exception if the respective internet service provider fails to meet its payment obligations in respect of DENIC eG. The customer is obliged to take note of the DENIC’s Terms and Conditions of Registration, Registration Guidelines and direct price list at http://www.denic.de
      • Should these guidelines change or should the general conditions for the registration and maintenance of domains change for other reasons, VALEO IT Services International GmbH and the customer are prepared to adjust their contractual relationship accordingly.
      • The customer shall compensate VALEO IT Services International GmbH for all damages and indemnify VALEO IT Services International GmbH against all claims and other impairments which may arise from the fact that the aforementioned regulations are not complied with or the customer does not fulfil its obligations to cooperate. This also applies to any claims that the customer may make against VALEO IT Services International GmbH or the commissioned partner for this reason.
    • Insofar as the registration of .com, .net, .org domains or other top level domains (e.g. .info, .biz, .name, etc.) are the subject matter of the contract, the customer accepts the guidelines of ICANN and, if applicable, the guidelines and registration and allocation conditions of the organisation authorised to allocate the respective domain, in particular in the event of disputes concerning the domain due to the infringement of trademark, name and other property rights. The customer’s attention is drawn to the Uniform Domain Name Dispute Resolution Policy (UDRP). The same applies to the registration of other domains (e.g. .at, .ch, .it, .dk or .co.uk domains).
    • Insofar as domains are the subject matter of the contractual relationship and DENIC e.G. (Central Allocation Authority for German Internet Addresses) or other affected allocation authorities change their billing model or pricing for internet addresses, VALEO IT Services International GmbH shall be entitled to adjust its fees vis-à-vis the customer accordingly as soon as the change takes effect without a separate notice period. Should such an adjustment be unreasonable, the customer shall have a special right of termination at the time at which the change takes effect.
    • VALEO IT Services International GmbH shall carry out the application or registration of domains in the name and on behalf of the customer. VALEO IT GmbH shall register the domains explicitly according to the customer’s specifications. VALEO IT Services International GmbH shall register the customer as admin-c, i.e. as the authorised user and owner. The customer is aware of the legal significance of the admin-c registration.
    • The Customer is aware that storage of the name, address and telephone number of the respective authorised user by the DENIC and in the RIPE and CORE database is mandatory and permanent and that they can be viewed by it and by third parties at any time using the so-called whois query on the internet (e.g. via http://www.denic.de or http://www.corenic.net)).
    • The customer guarantees that, to the best of its knowledge, no rights of third parties are infringed by the registration or connection of a domain name. The customer acknowledges that it is solely responsible for the choice of domain names. In the event that third parties credibly assert rights to the domain name, VALEO IT Services International GmbH reserves the right to block the domain name in question until the dispute has been resolved in court.
    • Should VALEO IT Services International GmbH block a domain for the reasons described, the customer is nevertheless liable vis-a-vis VALEO IT Services International GmbH for performance. The customer agrees to all measures that VALEO IT Services International GmbH has to take in order to comply with enforceable orders or enforceable decisions. The customer shall indemnify VALEO IT Services International GmbH against claims of third parties and all costs and adverse consequences associated with them.
    • In the event of termination of the contractual relationship, VALEO IT Services International GmbH is free to erase the domain names assigned to the contractual relationship, even if the customer has named a different authorised user. However, if the customer or other authorised user wishes to continue using a domain via another provider after the end of the contract, VALEO IT Services International GmbH shall immediately grant the necessary release for this without separate payment, provided that the contractual fees have been paid.
    • In the case of individual services, it is possible to have existing domains that are currently managed by another provider managed by VALEO IT Services International GmbH in the future as part of the contractual relationship. The customer is aware that successful re-registration requires the approval of the provider previously in charge of the domain. VALEO IT Services International GmbH shall therefore make several attempts, within reason, to complete the re-registration successfully. However, VALEO IT Services International GmbH cannot guarantee successful re-registration if the third party provider does not give its approval. If a fee has been agreed for the re-registration, the customer shall be liable to VALEO IT Service International GmbH for this even if the domain is not released. A successfully re-registered domain is otherwise treated in the relationship between VALEO IT Services International GmbH and the customer as a newly registered domain in accordance with the regulations specified here.
    • The customer agrees to cooperate to the extent required in each case in the event of a change of the administrator of a domain, registration, modification or deletion of a domain, and to submit any declarations required for this purpose.
    • If the customer orders other domain types (e.g. .at, .ch), the procedure shall be as described above, taking into account the applicable allocation guidelines.
    • VALEO IT Services International GmbH is entitled to change IP addresses if necessary (e.g. due to technical necessity). A change of IP or URL addresses does not imply a change of the contractual relationship and does not affect the rights and obligations arising from the contractual relationship in other respects.