Terms of Service
Preamble
mii ventures GmbH, represented by Managing Director Michael Schmitt, Fährbrücker Straße 8, D-97262 Hausen b. W. - hereinafter referred to as mii.ventures, is a technology incubator whose portfolio includes digital product development, communication solutions, and innovation consulting.
The following regulations shall regulate the legal relationship between mii.ventures and the respective customer as well as possible and understandable.
For this reason, some terminology is explained in advance for a better understanding of the regulations:
Services: Services are performances where mii.ventures owes the provision of a service, but not a success.
Work services: Work services are services for which mii.ventures owes a finished work.
A. General conditions
§1 Scope, Modification
1) The following terms and conditions conclusively regulate the contractual relationship between mii.ventures and the respective customer and apply exclusively. Conflicting terms and conditions of the customers or terms and conditions deviating from these terms and conditions shall not be recognized unless mii.ventures has expressly agreed to them in the individual case.
2) They apply exclusively for use in business transactions with companies in the sense of § 14 BGB. An entrepreneur in the sense of § 14 BGB is a natural or legal person or a partnership with legal capacity that acts in the exercise of its commercial or independent professional activity when placing the order. mii.ventures is entitled, but not obligated, to request proof from the customer of its entrepreneurial activity.
3) The conclusion of the contract shall take place exclusively in the German language. German law is applicable insofar as the customer is a merchant.
4) In case of conflicts within the contractual relations between the Parties, the following order of priority shall apply:
a) individual agreements
b) Part B. of these general terms and conditions
c) Part A. of these general terms and conditions
d) the legal regulations.
§2 Modification
mii.ventures reserves the right to change the Terms and Conditions at any time without giving reasons within a reasonable notice period. mii.ventures will notify the Customer by email of the planned changes and set a reasonable deadline for the Customer to accept or reject the change. If the customer does not object to the changed terms and conditions within the time limit set by mii.ventures, then the changed terms and conditions shall be deemed accepted. If the Customer objects to the amended terms and conditions within the time limit, both contracting parties shall be entitled to terminate the contract at the point when the amended terms and conditions are to enter into force. mii.ventures shall inform the Customer about these legal consequences in the notice of the amendment.
§3 Conclusion of Contract, Subject Matter of Contract, Scope of Services, Place of Services
1) The respective contract is concluded by confirmation of the offer submitted by mii.ventures in text form by the customer. mii.ventures is bound to its offer for 30 days.
2) The scope of the services to be provided by mii.ventures results from the contract concluded between the parties and the information referred thereto in the respective offer to the customer.
3) Unless otherwise agreed, mii.ventures may also use third parties to perform the services. The provision periods shall be extended without prejudice to mii.ventures' rights due to default of the Customer by the period of time during which the respective contractual partner does not meet its obligations towards mii.ventures.
4) Dates for the performance of services shall be mutually agreed upon by the parties after commissioning unless the date is already specified in the offer.
5) If mii.ventures is in default with the owed performance, the customer shall only be entitled to withdraw from the contract if mii.ventures culpably fails to comply with a grace period set by the customer.
6) The place of performance is generally at the registered office of mii.ventures, unless otherwise specified in the individual agreement or the nature of the activity.
§4 Obligations of the Customer
1) The obligations of the customer result from the respective project and service descriptions, the individual agreements, and/or these general terms and conditions.
2) The client is obligated to use the services provided by mii.ventures, works created, and/or rights of use granted only for the contractually agreed purposes.
3) The customer is also obliged to ensure that the graphics, texts, images, photos, and files provided by him to mii.ventures for the contractually agreed services to be provided by mii.ventures do not violate legal regulations and/or third party rights.
4) The client must check the ordered services' legal admissibility. This applies in particular if the services of mii.ventures violate competition law, copyright law, trademark law, or other performance protection regulations and/or other legal regulations or rights of third parties. Furthermore, the customer must obtain all necessary consent and permission to create and use photographs and videos.
5) If third parties assert claims against mii.ventures according to the preceding clauses, mii.ventures shall inform the Customer thereof without delay. The Customer undertakes to indemnify mii.ventures from any liability towards third parties, to support mii.ventures in its legal defense, and to bear the costs of the reasonable legal defense unless mii.ventures is guilty of contributory negligence.
§5 Usage Rights
1) mii.ventures grants the client under the condition precedent of the fulfillment of all payment obligations from § 5 (payment 100%) the necessary rights of use according to the purpose of the contract concerning the created work. The customer receives a temporally and spatially unlimited, non-exclusive right of use. This right is transferable. The right of use also includes future, new forms of use. mii.ventures remains the owner of all copyrights, particularly records and documents.
2) The customer agrees not to remove copyright notices and proprietary notices of mii.ventures.
3) The installation and/or implementation and/or uploading of the software and/or website is not part of the contract unless expressly agreed.
4) The customer has no right to be handed over the source code unless this has been expressly agreed.
5) It is pointed out that all photographs that mii.ventures acquires from image databases, such as Fotolia, are not suitable for use in social media for licensing reasons. Use may only take place in the form implemented by mii.ventures. The customer will indemnify mii.ventures from all claims in case of justified claims by third parties due to violating this condition.
6) mii.ventures points out that in the case of various image databases, use of the photos by the Client is only permitted if mii.ventures transfers the license to the respective photo. mii.ventures grants the Client accordingly under the condition precedent of the fulfillment of all payment obligations from § 9 (payment 100%) the rights of use necessary according to the purpose of the contract concerning the created work. The granting shall take place to the legally permissible extent based on the license conditions of the respective provider, which mii.ventures will name to the customer. The customer agrees to comply with these conditions and to indemnify mii.ventures from all claims in case of a justified claim by a third party due to a violation of this condition.
§6 Prices, Terms of Payment, Delay
1) All prices are subject to the applicable statutory value-added tax unless expressly stated otherwise.
2) Billing takes place according to the contractual agreement.
3) Objections against invoices must be made to mii.ventures in text form. Invoices from mii.ventures are considered approved by the customer if they are not objected to within four weeks after receipt. To meet the deadline, it is sufficient to send the objection in time..
4) The customer shall be in default if he has not made payment within 30 days after the due date. From the default date, the customer shall bear the default interest in the amount of 9% above the base interest rate. mii.ventures expressly reserves the right to assert further claims of any kind due to default of payment, particularly the right to prove higher interest damages.
5) mii.ventures is also entitled to withhold further services if the customer is in default of payment.
§7 Liability
1) mii.ventures shall be liable without limitation for damages caused intentionally or by gross negligence, in case of fraudulent concealment of defects, in case of assumption of a warranty of quality, for claims based on the Product Liability Act, as well as for injury to life, body or health.
2) For other damages, mii.ventures shall only be liable if an obligation is breached, compliance with which is of particular importance for the achievement of the purpose of the contract (cardinal obligation).
3) The above liability regulations also apply to the vicarious agents of mii.ventures.
4) The liability, according to clause 3 of this clause, is limited to the typically foreseeable damage.
5) The limitations of liability also apply to the vicarious agents of mii.ventures.
6) In all other respects, liability is excluded.
§8 Data protection, Confidentiality
1) mii.ventures shall be obligated for an unlimited period of time to maintain secrecy about all information designated as confidential or business and trade secrets of the client that become known to it in connection with the provision of services.
2) mii.ventures undertakes to obligate all persons employed by it for the execution of the order to comply with this provision.
3) mii.ventures is authorized to process the personal data entrusted to it or to have them processed by third parties within the scope of the purpose of the order in compliance with the data protection provisions.
§9 Force Majeure
mii.ventures is exempt from the obligation to perform in cases of force majeure. Force majeure shall be all unforeseen events and such events whose effects on the performance of the contract are not the responsibility of either party. These events include, in particular, lawful industrial action, third-party companies, and official measures.
§10 Final Clauses
1) The General Terms and Conditions and the contracts concluded concerning these General Terms and Conditions shall be governed exclusively by German law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
2) Each party shall be entitled to request changes to the contractual services, in particular if the service requirements change during the term of the contract. The other party shall comply with the change request if it can reasonably be expected to do so within the scope of its operational capacity and its original business assignment is not jeopardized thereby. Each change request shall be formulated in text form and submitted to the other party for review and implementation.
3) The place of jurisdiction for legal disputes arising from this contract, its execution as well as the validity of the contract is agreed to be the registered office of mii.ventures.
4) A set-off or a right of retention of the parties to the claims due under this contract based on counterclaims of the respective other party is not permissible unless the claims set off have been acknowledged by the parties in text form.
5) Should any provision of this agreement be invalid or become invalid during the term of the agreement, all other provisions of this agreement shall not be affected thereby and shall continue to apply unchanged. The invalid provision shall be replaced by another, permissible provision that comes as close as possible to the meaning and purpose of the invalid provision.
B. Special Conditions
I. Services
§1 Obligations of the Customer
The obligations of the client result from the service description and the offer of mii.ventures as well as these general terms and conditions. In any case, the customer is obliged to cooperate actively.
§2 Duties of mii.ventures
The obligations of mii.ventures result from the service description, offer, and general terms and conditions. mii.ventures does not owe the success of the ordered services as hoped or aimed for by the customer.
§3 Contract Periods, Terminations
1) If a contract is concluded with a minimum term, it can be terminated in text form at the earliest with a notice period of 4 weeks to the end of the agreed term.
2) If the contract is not terminated in time for the end of the term, it will be automatically renewed again and again for the contractually agreed term with the same conditions until notice of termination is given under the above-mentioned period.
3) Contracts with an indefinite term can be terminated at any time with a notice period of 4 weeks to the end of a calendar month.
4) The parties' right to extraordinary termination without notice for a good cause shall remain unaffected. § Section 627 BGB shall not apply.
II. Work services
§1 Obligations of the Customer
1) The client shall provide mii.ventures with all information and data necessary for the performance of the service.
2) The customer is also obligated to actively support mii.ventures in providing services and meeting agreed deadlines.
§2 Execution of the Contract, Settlement
If the parties determine during the execution of the contract that the services requested or claimed by the Client exceed the estimated effort and/or the average effort for a comparable project, mii.ventures shall be entitled to charge for this additional effort according to the currently valid hourly rate. mii.ventures shall inform the Client of this consequence before executing these additional chargeable services.
§3 Acceptance
1) In the case of work to be performed by mii.ventures, mii.ventures shall notify the Client of the completion of the work and make it available to the Client in a suitable form for acceptance.
2) The customer is obliged to check the services immediately and to send a defect report in text form within two weeks to mii.ventures with detailed information about the detected defects.
3) If the customer does not give notice of defects within the aforementioned period, the work performances shall be deemed to have been accepted.
§3 Warranty
1) mii.ventures assumes liability for defects that the agreed work performances meet the requirements agreed upon based on the offer and are suitable for contractual use. However, mii.ventures points out that according to state of the art, it is impossible to exclude errors in data processing programs under all application conditions.
2) In case of a defect, mii.ventures shall be entitled to fulfill an existing warranty obligation by supplementary performance. mii.ventures may provide supplementary performance by subsequent delivery or removal of defects. The customer shall, if necessary, grant mii.ventures access to the defective work during regular business hours to remedy the defect, if necessary. If the remedy fails twice or has not been carried out within the aforementioned period or if subsequent delivery is not possible, the customer may withdraw from the contract or reduce the agreed price in proportion to the impairment (reduction).
3) No warranty is given by mii.ventures that the created work meets the customer's unique requirements. The same applies to such error conditions caused by third-party hardware or software or other third-party influences, such as damage from imported malware (such as viruses) or DOS attacks.
4) The limitation period for defects according to §§ 634, 434, and 435 BGB is one year from the risk transfer.
5) The liability for defects is excluded for defects caused by external influences or by improper use of the customer. It is also not applicable if the customer himself or third parties make changes and/or additions to the services of mii.ventures without express permission. The customer can provide counter-evidence that the respective change and/or addition was not the cause for the defect. Legal claims for damages of the customer remain unaffected.
6) In all other respects, the statutory provisions shall apply.
As of 01/01/2018