Next generation of brand & product monitoring.
1.1 These general terms and conditions (hereinafter “GTC”) apply to all contracts between MEDIA-IDENT Group GmbH, Dresdener Strasse 31, 10179 Berlin (hereinafter “MEDIA-IDENT”) and its customer (hereinafter “Customer”; jointly also referred to as “Parties”) concerning the use of MEDIA-IDENT's systems and products.
1.2 The scope of services owed by MEDIA-IDENT to the Customer is set out in the respective offer by MEDIA-IDENT.
1.3 Any general terms and conditions of the Customer shall only become part of the contract if MEDIA-IDENT expressly agrees to them. The inclusion of general terms and conditions of the Customer is hereby expressly rejected.
2.1 The contract between the Parties is concluded upon acceptance of an offer by MEDIA-IDENT by the Customer, but no later than upon performance by MEDIA-IDENT.
3.1 The Customer undertakes to support MEDIA-IDENT to the best of its ability and comprehensively in the performance of all contractual services, in particular by timely provision of necessary or requested information, documents and content, and immediate notification of any changes to such information. This includes, in particular, the obligation to inform MEDIA-IDENT of changes to the Customer’s hardware and software environment.
3.2 The Customer shall ensure that it and its employees involved in cooperation under the contract with MEDIA-IDENT possess the required professional competence and availability to successfully implement the cooperation.
3.3 The Customer shall protect its IT systems and access data against access by unauthorized third parties by appropriate measures. It undertakes to handle its access data with due care and to prevent any misuse by third parties. If the Customer becomes aware of indications of misuse, it shall notify MEDIA-IDENT without delay.
3.4 In the event of complaints or disruptions, the Customer shall promptly notify MEDIA-IDENT and provide all information relevant to error diagnosis and resolution. Where possible, the Customer shall describe problems in detail and support MEDIA-IDENT in initiating and implementing appropriate countermeasures or alternatives.
3.5 The Customer shall refrain from any actions that may jeopardize or excessively burden the proper functioning of the services provided by MEDIA-IDENT. This includes, in particular, the use of software that may impair service provision or manipulate data, unless required for the contractual use of the services.
3.6 If the Customer fails to duly or timely fulfil any of its duties to cooperate, the Contractor shall be entitled to charge additional expenses incurred as a result, based on the applicable remuneration rates. Furthermore, agreed deadlines or execution dates shall be extended by the period during which proper performance was not possible due to the lack of cooperation.
4.1 The amount of the remuneration and the payment interval result from the respective agreement between the Parties. Unless otherwise agreed therein, billing shall be on a monthly basis in advance.
4.2 MEDIA-IDENT shall issue an invoice corresponding to the agreed and due remuneration and send it to the Customer. The invoice shall be payable without any deductions within 14 days of issuance.
4.3 Unless expressly agreed otherwise in the offer, the obligation to pay remuneration shall commence on the planned start date, but no later than upon access being granted by MEDIA-IDENT to the Customer.
4.4 If the Customer is in default of payment, MEDIA-IDENT may block access to the software until payment is made. For the duration of the blocking, no remuneration shall be charged for use of the software. In case of default, MEDIA-IDENT may alternatively refrain from executing and/or activating updates and upgrades.
5.1 Unless otherwise agreed in the offer, the contract is concluded for a minimum term of 12 months and may be terminated in writing with three months' notice to the end of the term without stating reasons.
5. 2 If the contract is not terminated in due time, it shall be extended by successive periods of 12 months, unless it is again duly terminated with three months’ notice.
5.3 The right to extraordinary termination for good cause remains unaffected. Good cause shall exist for MEDIA-IDENT in particular if:
a. the Customer fails to meet its payment obligations despite a formal reminder;
b. the Customer seriously or repeatedly fails to meet its duties to cooperate despite a formal reminder;
c. there are objectively verifiable indications that the Customer's ability to perform its contractual obligations is significantly impaired, for example due to the opening of insolvency proceedings over its assets or the rejection of such a request for lack of assets, or if the request is dismissed as inadmissible or unfounded within three months of submission.
6.1 If agreed between the Parties, MEDIA-IDENT shall also provide support services to the Customer. This support shall be provided via the channels and contact details made available by MEDIA-IDENT.
6.2 As part of the support, questions from the Customer regarding the use of the software and reports of any functional disruptions shall be received and, as far as possible, answered.
6.3 Depending on the booked scope of services, MEDIA-IDENT shall respond to the Customer’s enquiries concerning the use of the software within the specified service hours and response times. If no such times are defined, no specific deadlines apply and MEDIA-IDENT will endeavor to respond promptly.
7.1 Unlimited liability: MEDIA-IDENT shall be liable without limitation for intent and gross negligence as well as under the provisions of the Product Liability Act. MEDIA-IDENT shall also be liable without limitation for damages resulting from injury to life, limb or health caused by slight negligence.
7.2 Otherwise, the following limited liability shall apply: In the event of slight negligence, MEDIA-IDENT shall only be liable in the event of breach of a material contractual obligation, the fulfilment of which is essential for the proper performance of the contract and on the compliance with which the Customer regularly relies (cardinal obligation). Liability for the slightly negligent breach of a cardinal obligation is limited to the damage foreseeable at the time of conclusion of the contract and typical for this type of contract. These limitations of liability also apply in favour of MEDIA-IDENT’s vicarious agents.
8.1 Events of force majeure which substantially hinder or render impossible the performance of obligations by MEDIA-IDENT entitle MEDIA-IDENT to postpone the fulfilment of its obligations by the duration of the hindrance and a reasonable restart period.
8.2 Force majeure is an external event caused by elementary natural forces or acts of third parties, which, according to human insight and experience, is unforeseeable, cannot be prevented or rendered harmless by economically acceptable means even with utmost diligence reasonably to be expected, and is also not to be accepted by the operator due to its frequency. Force majeure in this sense includes, among others, strikes, war, warlike conditions, civil unrest, lawful lockouts, revolution, rebellion, military or civilian coup, terrorism, riots, embargo, governmental or administrative orders, fire, hurricane or other catastrophic weather events, natural disasters such as earthquakes, landslides, as well as pandemics or epidemics, provided they directly or indirectly result in delays in performance due to official orders.
8.3 Where possible and reasonable, MEDIA-IDENT shall notify the Customer in text form upon the occurrence of a force majeure event, specifying the nature of the event, the time and date of its occurrence, and the expected impact on MEDIA-IDENT’s ability to fulfil its contractual obligations.
8.4 MEDIA-IDENT shall inform the Customer of the end of the force majeure event and shall resume fulfilment of its contractual obligations.
9.1 The Customer may only set off claims of MEDIA-IDENT with counterclaims that are undisputed, have been finally adjudicated or are ready for decision.
9.2 The Customer may exercise a right of retention only to the extent that the counterclaim on which the right of retention is based is undisputed, has been finally adjudicated or is ready for decision and is based on the same contractual relationship.
10.1 The Parties undertake to keep confidential all confidential information disclosed or otherwise communicated to them in connection with the contract, during its term and after its termination or expiration, and to use such information only for the purpose of performing the contract. Confidential information shall mean information relating to the Parties that has been expressly designated as confidential or has not been made public and the disclosure of which could cause harm of any kind to one of the Parties.
10.2 If either Party is in doubt as to whether a particular item of information should be regarded as confidential, it shall be obliged, prior to disclosure to unauthorized third parties, to obtain written confirmation of its confidentiality from the other Party.
10.3 The following shall not be considered confidential information if the Party receiving or disclosing such information can demonstrate that it:
a. was already known to it prior to disclosure by the other Party;
b. developed the information independently without reference to or use of the other Party’s information;
c. received the information lawfully from a third party who, to its knowledge, was not bound to secrecy vis-à-vis the other Party;
d. became known to it or the public without breach of these provisions or other applicable regulations protecting the trade secrets of the other Party;
e. must be disclosed due to legal obligations or by order of a court or authority. In this case, the Party that received the information shall notify the other Party without undue delay prior to any disclosure to third parties.
10.4 The obligations of the Parties set out in this clause shall also apply to their employees, consultants, representatives, contractors, and all persons with access to confidential information.
10.5 This confidentiality obligation shall remain in force for a period of 2 years after termination of the contract.
11.1 The Parties undertake to comply with the provisions of the General Data Protection Regulation (GDPR) when performing the contract. To this end, the Parties shall conclude a data processing agreement pursuant to Art. 28 GDPR.
12.1 The contract between MEDIA-IDENT and the Customer and these GTC constitute the entire agreement between the Parties. Any verbal side agreements do not exist. Any previously existing contracts regarding the use of copyident are replaced by the contract concluded hereby and shall no longer be valid, unless expressly agreed otherwise by the Parties.
12.2 Should individual provisions of these GTC be deemed invalid and/or void, the remaining provisions shall remain unaffected.
12.3 The law of the Federal Republic of Germany shall apply, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG, “UN Sales Law”). If the Customer is a consumer within the meaning of Sec. 13 BGB, mandatory consumer protection provisions of the country in which the Customer habitually resides shall remain unaffected by the choice of law (in particular with regard to the conclusion of the contract and statutory warranty law).
12.4 If the Customer is a merchant, a legal entity under public law or a special fund under public law, the place of business of MEDIA-IDENT shall be the exclusive place of jurisdiction for all disputes arising from or in connection with contracts between MEDIA-IDENT and the Customer.