General terms and conditions
§ 1 Conclusion of the contract
Only the following terms and conditions apply for contracts with CORETO AG. Any deviating arrangements in the customer's general terms and conditions are therefore explicitly not accepted.
Any offers of CORETO AG in brochures, advertisements etc are subject to confirmation and without obligation unless there is an explicitly given binding confirmation.
CORETO AG carefully researches and calculates for its work. Under certain circumstances, this can cause an additional expenditure of time. For that reason, the customer is bound to his order for two weeks. If CORETO AG does not refuse the order within ten working days after receiving it, the confirmation can be regarded as given.
Additional oral agreements are without any effect. Changes of those terms and conditions, including this paragraph on the ineffectualness of oral agreements, must be fixed in written form.
The maintenance of time limits depends on in time delivery of the necessary material.
§ 2 Scope of services
CORETO AG offers the following services: construction, customisation and maintenance of and advisory service on websites, webhosting and software; installation, advancement and administration of and advisory service on networks; transport of hard- and software; setting up the lines for networks and dealing in hard-and software; all kinds of services around graphics; production of CD-ROMs.
CORETO AG performs its services according to its customer's wishes and particulars. Instruction and training of the staff and installation are only part of the service if this has been agreed upon. CORETO AG only needs to account for requests concerning changes and extensions if this is necessary for technical reasons to meet the purpose of the contract.
In case of significant changes to the contractual obligations of CORETO AG in order to meet the customer's wishes, CORETO AG can charge the additional expenses to the customer's account. This also applies to an extensive testing to find out whether and on what terms the changes and extensions can be accomplished if CORETO AG has pointed this out in written form.
§ 3 Prices and payment
The catalogue prices at the time of delivery are valid. Fixed prices only apply if the price agreement in individual cases contains neither the opportunity to raise prices nor a time limit for fixed prices due to a special offer.
If a customer does not accept the products bought by him, CORETO AG is entitled to insist on either acceptance of the products or a standardised compensation in form of 15 % of the purchase price.
The prices do not include the statutory purchase tax. Mailing expenses, installation, training of the staff and any other additional services are not included in the prices unless other agreements have been made.
Additional services which are not covered by the list of prices or the offer need to be paid for separately. This applies especially to additional work and expenses due to
- submitting data which has not been digitised or standardised in any other up-to-date form
- necessary and reasonable usage of services of a third party
- time and effort for licence management
- testing and investigation services and legal examinations ordered by the customer
- services performed outside business hours
If the customer is behind schedule with his payment, he will have to expect interest on late payments amounting to 10% above the bank rate of the European Central Bank or at least € 5.oo. Exceptions to this only apply if either the customer or CORETO AG can prove that there is a lower respectively higher damage. Even without a reminder, the interest on late payments accrues if the date of payment is not kept. In the area of webhosting, CORETO AG is entitled to stopping delivery, i.e. blocking the customer's account, unless there are any other agreements.
The customer has to expect that CORETO AG first credits payments against outstanding debts. If costs for legal measures such as dunning costs have already accumulated, CORETO AG can credit payments against those costs, then against interest and at last against the actual service. CORETO AG is entitled to charging an advance payment amounting to half of the contract price.
§ 4 Retention of title
CORETO AG has the ownership for its products until the payment of all receivables listed in the contract for delivery is completed. If the customer acts contrary to contract, CORETO AG is entitled to taking its goods back. Taking back or distraint of goods does not imply the cancellation of a contract. In case of distraint or any other interference by a third party, the customer has to give us written notice immediately. Converting or processing of our products according to the customer's wishes is always done by us. If the product is processed with objects not purchased from CORETO AG, CORETO AG acquires co-ownership of the new product. The value of this co-ownership is based on the relation between the value of the CORETO AG product and the value of the other products at the time of processing.
Despite the retention of title of CORETO AG, the customer is allowed to resell the goods in the regular course of business. However, he transfers all receivables he has over his buyer or a third party amounting to the outstanding debts to CORETO AG.
§ 5 Target dates, time limits and bars to performance
Target dates which are agreed upon bindingly or not bindingly need to be fixed in a written form. If a time of delivery has been fixed, it starts with posting the confirmation of the order but not before the incoming of the advance payment. The time limit is kept if the object of purchase has been sent ex works or ex stock before its expiry or if its readiness for despatch has been announced. If CORETO is dependent on the cooperation of a customer, the time of delivery is extended by the time the customer has overrun his target date. In case of delay due to
- changes in the requirements of the customer
- inadequate pre-conditions in the area of hard- and software if CORETO AG did not know or have to know about them beforehand
- problems with products from third parties (e.g. software from other computing companies)
the time of delivery is extended accordingly.
If CORETO AG does not meet its contractual performances on time or at all because of strikes, force majeure or any other circumstances which cannot be prevented by CORETO AG, there are no adversarial legal consequences for CORETO AG.
If the customer orders changes or additional services of a more than marginal amount, targets dates and time limits which were agreed upon because of the original order are not valid any more. New target dates and time limits are then set together with the customer.
§ 6 Delivery and transfer of perils
CORETO AG can appoint the despatch type, the despatch type sequence and the company responsible for despatch at its own discretion unless the orderer has given any particular instructions. If the type of despatch is not explicitly free of transportation charges, the customer is billed for those charges.
CORETO AG is entitled to partial delivery unless this is unacceptable for the customer.
There is a transfer of perils to the customer as soon as the delivery items have left CORETO AG no matter who pays for the transportation.
§ 7 Acceptance
The customer will directly accept the services of CORETO AG according to the checklist provided by CORETO AG for his assistance as soon as CORETO communicates the readiness for acceptance.
The services of CORETO AG are regarded as accepted if CORETO AG has communicated the readiness for acceptance with reference to the consequences of omitting a declaration of acceptance
- and the customer does not declare acceptance within a period of time which makes it possible for him to find considerable mistakes after careful testing, but at the very latest after 20 working days, or if he refuses acceptance specifying insufficiencies in the most detailed way possible for him.
- and the customer makes the product or parts of it available for third parties without further testing or if he orders CORETO AG to do so unless the refusal of acceptance is based on a major deficiency in the services provided by CORETO AG.
If the readiness for acceptance is not communicated, the point in time when the customer should justly have taken note of the services applies instead of the date of the notification.
§ 8 Obligation to co-operate
The customer notifies CORETO AG about all important factors concerning and influencing the transaction in due time, at the very latest ten working days before the beginning of the contract:
- recoverability of the goods for transports
- possible amount of financial loss
The customer timely provides CORETO AG with all data necessary for the construction of the product. If necessary, these data are made available in digitised form.
If CORETO AG provides the customer with drafts and/or test versions and an adequate period of time for testing for correctness and completeness is given, those drafts and/or test versions are regarded as accepted after the expiry of the time limit unless CORETO AG receives orders for correction.
The customer is responsible for adequate resources and information within his obligation for co-operation. He will make sure that there is a sufficient number of competent members of staff for both technical and computing concerns. He will also provide CORETO AG with an adequate amount of memory, cpu power and other computing equipment.
If CORETO AG thinks it to be necessary, the customer makes test environments available (hardware with an up-to-date software and especially an operating system similar to the one intended for the actual application and the corresponding server software)
If the costumer finds any mistakes or interferences in the functions of the services of CORETO AG or a product developed or sold by it, he will immediately notify CORETO AG stating what exactly the mistake is, when it occurred and who the responsible contact person is, including that person's telephone number and email.
The customer is responsible for the undisturbed operation of the facilities needed for remote maintenance, especially stable data lines and interfaces.
§ 9 Right of usage
CORETO AG allows its customers the with the exception of CORETO AG itself sole and non-transferable right of use. If CORETO AG performs services according to the customer's orders, the purpose of usage for the particular product or its components is limited to the applications described in the offer. The customer acquires this right with the complete payment of the services of CORETO AG.
If asked to do so, the customer is obliged to inform CORETO AG about the types of usage in written form.
If CORETO uses a customer's templates, it is taken for granted that they are not bonded with the rights of a third party and that the customer has the rights necessary for the order at his disposal.
CORETO AG also uses the rights of third parties (externally licensed material) for its products. Those rights can only be transferred to the customer in a - mainly temporarily - limited way. Due to this limited transfer, it may well happen that externally licensed material cannot be used anymore or that the conditions for their use are changed in a way which cannot be influenced by CORETO AG. In such a case, CORETO AG will do its very best to use similar material.
CORETO AG can bill the customer for the charges for externally licensed material by submitting the licenser's invoice and adding 5% extra service charge. The components of the product bonded with the rights of third parties are not explicitly listed otherwise.
§ 10 Copyright annotations and certification of references
The customer entitles CORETO AG to integrating its logo and other details in the customer's product. In the case of websites, CORETO AG can link both the logo and the ""about us"" section with the website of CORETO AG. The customer will take over all protective notes such as copyright annotations and other legal reservations without changing them. This applies especially to the references to the initiator listed in the code of the programme.
CORETO AG reserves the right to use services already completed such as drafts and objects for presentations even if they are based on the customer's templates. In addition to that, CORETO AG reserves the right to include all services completed in a list of references compiled for sales promotion. In the case of websites, CORETO AG can link the sites with its own website.
§ 11 Warranty
If the customer informs CORETO AG about any deficient deliveries or services, the relevant components will be repaired or exchanged by CORETO AG within a warranty period of one year starting on the day of delivery or acceptance. CORETO AG eliminates the mistakes exempt from charges or provides the customer with a corrected release status (changed version which does not have the mistake the customer has complained about any more). Additional services are charged according to expenditure. A deficiency is a deviation of the product elements from the configuration and functionality agreed upon if this deviation affects the suitability for common usage.
This warranty ceases to exist if it is only a minor mistake which does not affect the suitability for usage considerably.
If the rectification of defects fails, the customer can demand the cancellation of the contract or a reduction of the price.
CORETO AG has to be notified in written form about obvious defects which can be noticed by an average customer without any difficulties within ten working days after delivery. Defects which are not obvious must be brought to CORETO AG's attention within ten working days after discovery. Otherwise, claims resulting from the defects cannot be asserted. The defects, especially error messages, need to be reported as closely as possible (e.g. with an error log).
CORETO AG arranges the online presence in the selections of search engines according to its possibilities but does not take over the guarantee for the admission to the online presence in the particular search engine. Naturally, only the operator of a search engine decides on the admission itself and the time of admission in his search engine.
§ 12 Liability
CORETO AG is absolutely liable for deficiency in title and lack of properties ensured to the customer. Liability according to the Product Liability Act remains unaffected by this.
CORETO AG is also liable for wilful and wantonly negligent violation of the contract by legal agents and auxiliary persons of CORETO AG.
In the case of slight negligence, CORETO AG is only liable in the limits of fundamental contractual obligations (whose compliance is of special importance for meeting the purpose of the contract) or in the event of delay or impossibility of performance.
The responsibility for data loss is limited to the typical effort for recovery. This effort is determined by the damage which would have occurred if reasonable data protection (e.g. generation of backup copies) had been executed.
CORETO AG is not liable for damages which were not foreseeable in the context of the particular contract. This means that untypical and unforeseeable damages are not covered by liability.
CORETO AG also points out that with the present status of technology it is not possible to accept liability for programmes for data protection (firewalls, antivirus protection etc.).
Suggestions and concepts of CORETO AG are developed in all conscience and cannot be seen as a warranty for success.
§ 13 Customer's obligation for data protection
The customer is obliged to protect himself from data loss in an adequate way.
As the reinstallation of hard- and/or software and a change of hard- and/or software installed previously carry the risk of data loss, the customer is obliged to take precaution against data loss before reinstalling or making changes to hard- and/or software by extensive data protection.
§ 14 Obligation to observe confidentiality
CORETO AG saves those details of the customer necessary for initiating and carrying out the contract (e.g. address and bank data).
The connection of a network with the internet results in the possibility of abusive use of data. Especially sensitive data needs to be protected from unauthorised access by the customer through his own data protection.
Both contractual partners will keep information which get to their knowledge within the scope of the contract and which is marked as confidential in confidence. Data concerning software such as documentation and above all the source code are to be protected from unauthorised access.
CORETO AG points out that with the present status of technology it is not possible to prevent copies of works, especially graphics or other visual or acoustic means of design, which are put online.
§ 15 Cancellation
The customer can duly cancel services connected with maintenance and web-hosting at the earliest three months after the conclusion of the contract. The contract is renewed by six months if it is not cancelled in written form three months before the expiration of the contract.
The right to cancellation for an important reason remains unaffected. Especially in the case of violation of § 9 (right of usage) and if the customer is behind schedule with payment by more than one month, CORETO AG can cancel the contract without previous notice.
§ 16 Notification
If the contractual partners communicate via email, they acknowledge the unlimited validity of the declaration of intention transferred this way according to the following regulations.
The email needs to include the sender's name and email address, the time of sending (date and time of day) and the repetition of the sender's name at the end of the message. For uncoded data transferred via the internet, confidentiality is not warranted. Each contractual partner provides an encoder the partners have agreed upon (e.g.: PGP) on his site if the other partner asks him to do so. If one of the partners receives an email written according to the regulations mentioned above, it can be taken for granted that this email was written by the other partner unless there is counterevidence.
The liability of the email is valid for all communication conducted within normal processing of a contract. This excludes especially cancellation, acceptance of products and statements which differing from this agreement are demanded in written form from one of the contractual partners (§126 para. 1 German Civil Code).
§ 17 Applicable law and place of fulfilment
The contractual partners agree upon applying German law in regard to all privity of contract resulting from the contractual relationship. German law is also valid for transborder commerce to the exclusion of UN convention on contracts for the international sale of goods.
Friedberg/Hesse is agreed upon as the place of fulfilment for all mutual services mentioned in the contract. In this case, Friedberg/Hesse is also agreed upon as the place of venue.
§ 18 Severability clause
If one regulation of these general terms and conditions is or becomes invalid, all other regulations remain operative. The contractual partners will replace the invalid regulation with an operative one in such a way that it is economically justifiable for the contractual partners.