TERMS & CONDITIONS

General Terms and Conditions for Consulting Services

1. General information

Contractual partner

The contractual partners are Klasse 42 GmbH (hereinafter referred to as "Klasse 42") and the customer, who is not a consumer within the meaning of § 13 BGB.

The customer's general terms and conditions shall not become part of the contract, even if they are attached to requests for quotations, orders, declarations of acceptance, etc. and are not contradicted.
Formation of contract

Unless otherwise agreed, a contract shall only come into effect upon confirmation by Class 42.

All Class 42 offers are subject to change unless expressly stated otherwise in the offer documents.

2. Subject matter of the contract, Class 42 services

Class 42 provides consulting and support services for the customer in the area of event security (including planning and implementation). Details of the services provided by Class 42 can be found in the offer documents.
The services are based on the recognized state of the art. The services of Klasse 42 are provided exclusively to support the customer in his project. Class 42 assumes no responsibility for a specific result.
The delivery and performance dates stated in the offer documents are non-binding unless they have been expressly agreed as binding in writing. Dates agreed as binding shall become non-binding if the customer requests changes, unless these have been confirmed or adjusted in writing as part of the changes.
Class 42 is entitled to subcontract services to third parties.
Unless otherwise agreed, Class 42 shall provide the services on its own business premises.
Employees of Class 42 or third parties commissioned by Class 42 are not authorized to make binding statements of a commercial or legal nature with regard to the conclusion of a contract or an existing contract.

3. Cooperation of the customer

The Customer undertakes to provide all services required for the proper provision of services by Klasse 42, in particular the following, free of charge, in good time and to the extent required:

The customer shall appoint a qualified contact person with decision-making authority and ensure that they are represented.
The customer is responsible for obtaining the necessary permits.
The customer agrees to unencrypted correspondence by e-mail and will always provide a current e-mail address. The customer is aware that information essential for the provision of services, such as access data, information on changes to the
Klasse 42 shall provide the customer with essential information for the provision of services on the Klasse 42 project server. The customer shall regularly check this for updated content.
The customer is obliged to keep passwords and access data secret, not to pass them on to unauthorized third parties or to protect them from access and to change them if necessary. The customer shall inform Klasse 42 immediately if there are any indications that unauthorized third parties have gained knowledge of them.
The customer is responsible for checking whether the data transmitted by him to Class 42 constitutes personal data and whether the processing of this personal data is permissible. If the customer wishes to have personal data processed, he shall conclude an agreement on the processing of personal data with Class 42.
The customer must provide copyrighted or otherwise protected content insofar as this is necessary for the execution of the agreement.
The customer is responsible for checking all relevant and applicable legal regulations, laws, ordinances and industry-specific, regional and company-internal provisions and ensuring compliance with them. Insofar as regulations applicable to the customer are to be observed by Class 42, the customer shall inform Class 42 of this.
The customer shall ensure that the services are not misused.
The customer shall provide the necessary operating and work equipment, in particular workstations and premises, insofar as the work is to be carried out on the customer's premises.
The customer shall always provide Class 42 with all necessary information and shall ensure that the information provided is correct and up-to-date.
The customer shall ensure the provision of the necessary cooperation services by its contractual partners or other third parties attributable to the customer.
The customer shall inform Class 42 immediately in writing if he is unable to provide a cooperation service or cannot provide it as agreed, or if circumstances arise that make it difficult or impossible for Class 42 to provide the services.
If the customer does not provide his cooperation services, does not provide them properly or does not provide them on time, Class 42 shall be released from the obligation to provide the services concerned, in particular from deadlines and milestones agreed as binding. Class 42 shall nevertheless endeavor to provide the affected services in accordance with the contract. Agreed deadlines, dates and milestones shall be suspended and extended or postponed by a reasonable period of time if the obligation to cooperate is subsequently fulfilled. The Customer shall pay Klasse 42 all costs, damages and additional expenses arising from the non-performance, improper or untimely performance of cooperation services.

4. Rights of use

To the extent necessary for the execution of the contract, the customer shall receive a simple, non-exclusive right of use to the work results. Klasse 42 reserves the right to finally grant the rights of use until the remuneration owed has been paid in full. Until then, the granting of rights shall be provisional and may be revoked at any time. Any use beyond the immediate purpose of the contract, in particular the transfer to third parties, reproduction or publication of the work results is only permitted with the prior written consent of Klasse 42.

5. Contract term, termination of framework agreements

Unless a different contract term has been agreed, the minimum term is 12 months. Thereafter, the contract can be terminated by either party with a notice period of 3 months to the end of the respective month. Notice of termination must be given in text form. The right to terminate for good cause remains unaffected by this.

6. Terms of payment, remuneration

Remuneration and ancillary costs are net prices plus the taxes and duties applicable at the time of delivery and performance. The claim to remuneration for Class 42 services already provided shall exist irrespective of whether the respective event is carried out by the customer.
Services provided on an hourly basis are invoiced on the basis of the lists drawn up by Class 42.
Due date The invoice amount is to be paid to the account specified in the invoice. It is due for payment immediately and without deduction.
Offsetting, right of retention Offsetting is only permitted with legally established or undisputed claims. The customer shall only be entitled to a right of retention due to counterclaims arising from the same contractual relationship.
Default

If the customer defaults on payment, Class 42 may terminate the contractual relationship without notice. The assertion of further claims shall remain unaffected by this.

7. Liability

Class 42 shall be liable without limitation in the event of intent or gross negligence.
In cases of slight negligence, Class 42 shall be liable without limitation in the event of injury to life, limb or health. Otherwise, Class 42 shall only be liable in cases of slight negligence in the event of a breach of a cardinal obligation. The liability of Klasse 42 for property damage and financial loss resulting from this shall be limited to the foreseeable damage typical of the contract. Cardinal obligations are those obligations "whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely.
Liability for all other damages is excluded. Liability under the German Product Liability Act (ProdHaftG) or other mandatory statutory provisions shall remain unaffected.

8. Force majeure

Class 42 shall not be liable for events of force majeure that make it significantly more difficult for Class 42 to perform the contract, temporarily hinder the proper execution of the contract or make it impossible. Force majeure shall include all circumstances independent of the will and influence of the contracting parties, in particular natural disasters, government measures, decisions by authorities, military conflicts, unrest, terrorist attacks, strikes, epidemics, pandemics or other circumstances that are unforeseeable, serious and beyond the control of the contracting parties and occur after the conclusion of this contract.
If one of the contracting parties is prevented from fulfilling its contractual obligations due to force majeure, this shall not be deemed a breach of contract and the deadlines specified in the contract or on the basis of the contract shall be extended appropriately in accordance with the duration of the impediment. The same shall apply if the advance performance of third parties is delayed due to force majeure.
Each party shall do everything that is necessary and reasonable to mitigate the consequences of the force majeure. The party affected by the force majeure shall notify the other party immediately of the beginning and end of the impediment.
If a force majeure event lasts longer than 30 days, either party may terminate the agreement affected by it without any liability or costs. However, any costs already incurred or services already provided must be paid by the customer.

9. Confidentiality

The documents and knowledge provided to the other contracting party may only be used for the purposes of the respective contract. In addition, the contracting parties agree to maintain confidentiality regarding the content of the contract and the knowledge gained during its execution.
The contracting parties undertake not to disclose information to be kept secret to third parties. No third parties are subcontractors and contractual partners of Class 42 or the customer, insofar as their knowledge is required and they have been obligated to maintain confidentiality accordingly.
The obligation to maintain the confidentiality of the mutually disclosed information does not apply,
1. insofar as these were demonstrably known to the informed contracting party prior to the notification, or were known or generally accessible to the public prior to the notification,
2. or become known or generally accessible to the public after the notification without the cooperation or fault of the informed contracting party,
3. or substantially correspond to information disclosed or made available to the informed party at any time by an authorized third party,
4. or has been ordered by law or by decision of a court or administrative authority or serves to enforce legal claims. As soon as there are indications of the initiation of judicial or administrative proceedings that could lead to the disclosure of confidential information, the contracting party involved in the proceedings shall inform the other contracting party thereof without delay and shall not disclose the confidential information without such prior information.
5. or 2 (two) years have elapsed since the termination of this contract.

10. Data protection

The contracting parties shall comply with the statutory provisions on data protection.
In the case of processing personal data on behalf of the customer, Class 42 shall collect, process, use or access personal data exclusively within the scope of the agreement made and in accordance with the customer's instructions.

11. Changes

Class 42 is entitled to change the General Terms and Conditions and the remuneration with a reasonable notice period of at least six weeks before the change takes effect, provided that the change is reasonable for the customer, taking into account the interests of Class 42. The customer shall be notified of the changes by e-mail.
In the event of changes to the detriment of the customer, the customer has a special right of termination at the time the change comes into effect. In the notification of change, Klasse 42 shall inform the customer both of this special right of termination and that the change will take effect if the customer does not exercise the special right of termination within a period of 6 weeks.
Otherwise, amendments or additions must be made in text form. This also applies to the amendment of this formal agreement itself.

12. Other provisions

The place of jurisdiction for all disputes arising from or in connection with this contract is Heidelberg. Any exclusive place of jurisdiction shall remain unaffected by this. The relationship between Class 42 and the customer shall be governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
The transfer of rights and obligations is only permitted with the prior written consent of the other party. Consent may not be unreasonably withheld. The assignment of monetary claims requires neither notification nor consent.
Should any provision of these General Terms and Conditions or the offer be or become invalid, this shall not affect the validity of the remaining provisions. The contracting parties shall immediately replace the invalid provision with a valid provision that comes closest to the economic purpose of the invalid provision. The same shall apply in the event of a loophole.

13. Supplementary conditions for the provision of technology

The following provisions apply in addition to the above provisions for the rental, installation and maintenance of technical components (hereinafter referred to as "rental items"). Insofar as these provide for deviating regulations, these shall take precedence.

Performance of class 42
1. Letting

Class 42 provides the customer with the rental items and maintains them for the duration of the rental relationship.

Transportation and installation

Class 42 delivers and assembles the rental items provided to the customer and, if agreed, performs configuration services.

Maintenance

Class 42 shall maintain the rented items for the duration of the agreement insofar as the faults occurring have arisen during proper use.

Maintenance includes identifying faults and replacing components that have become unusable. The replacement of operating equipment (e.g. batteries) is not the responsibility of Class 42. During the necessary work, Class 42 is authorized to take the components out of operation.
Dismantling and return transportation

Dismantling and return transportation of the rental items at the end of the contract shall be carried out by Klasse 42 at the customer's expense. Details and scope of the services can be found in the respective offers of Klasse 42.

Cooperation of the customer

The Customer undertakes to provide all services required for the proper provision of services by Klasse 42, in particular the following, free of charge, in good time and to the extent required:

Provision of electrical energy, overvoltage protection and the necessary equipotential bonding including earthing.
Granting access to land and buildings.
Copyright notices, serial numbers and other identifying features may not be removed or altered under any circumstances.
All installation and repair work on the rental items may only be carried out by Class 42 or by specialist personnel authorized by Class 42, unless they are in default.
The rental items must be treated with care, in particular the manufacturer's instructions must be observed. The customer is obliged to protect the rental items from damage or loss (in particular the effects of the weather and theft) and to take appropriate measures against this. The customer shall insure the rental items.
Class 42 is entitled to demand a deposit of up to 100% of the agreed rent before handing over the rented items. The security deposit shall not bear interest. Class 42 is not obliged to invest the security separately from its assets.
Class 42 must be notified immediately if the components provided are at risk of damage or if such damage has occurred.
In the event of loss of or damage to the rented items, Klasse 42 shall be entitled to demand compensation amounting to 100% of the agreed rental fee for the rented item that has been damaged or lost. The compensation shall be set higher or lower if Klasse 42 proves a higher or the customer proves that no or less damage has occurred. Klasse 42 reserves the right to further claims for damages.
The rental items may only be set up at a location other than the agreed location with the consent of Class 42. Class 42 may make its consent dependent on the provision of security.
The customer is responsible for observing all applicable import and export regulations. In the case of cross-border deliveries or services, the customer shall bear any customs duties, fees and other charges incurred. The customer shall be responsible for handling legal or official procedures in connection with cross-border deliveries or services.
The customer is obliged to check the installation site prior to execution of the contract and to ensure that the installation site is suitable for the materials to be set up or erected by Class 42.
Upon handover of the rental items, the customer must inspect them for completeness and damage. Complaints must be reported immediately after the inspection. Later complaints will not be recognized.
At the end of the rental period, the customer shall return the rental items in a proper and clean condition, or allow Class 42 to dismantle and transport them back.
Transfer to third parties

The customer is not permitted to transfer or sublet the rental items to third parties without the prior permission of Class 42. If this permission is refused, the customer shall not be entitled to terminate the contract.

Warranty

If the leased components have defects which impair their contractual use to a more than insignificant extent, the customer may, provided that he has fulfilled his obligation to notify us, demand that the defects be remedied, without prejudice to his statutory claims. Class 42 shall be free to supply a replacement component instead of remedying a defect.

The strict liability of Class 42 for damages (Section 536 a BGB) for defects existing at the time of conclusion of the contract is excluded. The customer shall be entitled to warranty rights for one year from the handover of the respective service. Claims based on a refused subsequent performance can be asserted within the shortened period for claims for material defects.

Early termination of contract

If Class 42 terminates the contract for good cause for which the customer is responsible, the customer shall be obliged to pay Class 42 a lump-sum compensation amounting to 50% of the remuneration still to be paid until the end of the agreed contract term. The amount of damages shall be set higher if Class 42 proves that the damage is higher. It shall be set lower or shall not apply if the customer proves that less damage or no damage at all has occurred.

An important reason is in particular the unauthorized transfer of the components to third parties, the opening of insolvency proceedings against the customer's assets or the rejection of such proceedings due to lack of assets or a significant or persistent breach of the customer's obligations.

Termination of the tenancy

Upon termination of the tenancy, the tenant is obliged to return the rented items. If the lessee does not return the rental object after the end of the rental relationship, or if Class 42 hinders the dismantling and return transport, Class 42 may continue to demand the agreed rent until the return/dismantling. Further claims shall remain unaffected by this.

14. Special conditions for translation services

The following provisions apply in addition to the above provisions. Insofar as these provide for deviating regulations, these shall take precedence.

The service of Klasse 42 includes the translation of the text to be provided by the customer into the agreed target language. Klasse 42 reserves the right to correct obvious errors and to insert comments into the target text to aid understanding of the translation. Class 42 will point out any corrections to the customer.
Any terminology or translation database or comparable work aids created by Class 42 are not part of the service.
Translations are carried out in accordance with generally accepted rules. Technical terms are translated with the usual meaning.

If Class 42 is to take into account a specific terminology or form, the necessary information, instructions, graphics, tables and the required vocabulary, specialist terminology or a specific intended use must be provided in advance.

Upon receipt of the translation, the customer shall check it for any errors. The customer shall notify us immediately in text form of any translation errors. If the customer uses the translation result within the scope of his activities or if he does not report any errors within 14 days, the service shall be deemed to have been provided in accordance with the contract.
Within the scope of the contractually agreed purpose, the customer is entitled to edit, change and pass on translation results to third parties.