General Terms and Conditions of Cross4Channel Gesellschaft für digitales Healthcare Marketing mbH

1. Scope

Cross4Channel - Gesellschaft für digitales Healthcare Marketing mbH (hereinafter Cross4Channel, contractor or agent) provides its services on the basis of these general terms and conditions (GTC). These GTC apply exclusively to all our business relationships with our customers (hereinafter also contractual partners or clients); also to all future business relationships with the contractual partner as framework conditions in their respective current version, even if they are not expressly agreed again and without us having to refer to them again in each individual case, in particular if we are aware of deviating or conflicting conditions. The customer's general terms and conditions will only become part of the contract if and to the extent that we have expressly agreed to their validity. This consent requirement also applies if the customer's GTC is known, i.e. in every case.

The general terms and conditions only apply to entrepreneurs (§ 14 BGB) and legal entities under public law.

If individual agreements are made with the customer in individual cases, these always take precedence over these General Terms and Conditions. A written confirmation or a written contract is decisive for the content of this agreement.

All other legally relevant declarations and notifications made by the Customer to the Contractor after conclusion of the contract must be in writing to be effective.

Cross4Channel is entitled to change or add to these terms and conditions with a reasonable period of notice. In this case, the client has the opportunity to object to the changed terms and conditions within two weeks of receiving notification of the change. If he does not object, the changes or additions will take effect in accordance with the notice. In the event of a timely objection, Cross4Channel is entitled to terminate the contract with the client at the time at which the changed conditions are to come into force.

2. Conclusion of the contract

Cross4channel's offers are non-binding and subject to change. This also applies if we have provided the customer with additional product descriptions, calculations or other documents.

The order by the customer is considered a binding contractual offer. Unless otherwise stated in the order, the contractor is entitled to accept this contractual offer within a period of 5 (five) working days after its receipt by Cross4Channel.

Acceptance is made in writing by means of an order confirmation.

3. Payment terms and prices

Invoicing will be carried out according to the attached payment plan.

All prices stated in offers and contracts are exclusive of statutory sales tax at the applicable rate (19%, as of January 2019).

The invoice is due immediately after invoicing, unless otherwise agreed individually.

The customer is only entitled to offset if his counterclaims are undisputed or legally established. The customer is only entitled to assert retention rights based on counterclaims from the same contractual relationship.

Unless otherwise agreed in individual cases, our prices valid at the time of conclusion of the contract plus statutory sales tax shall apply.

4. Rights of use

Ownership of delivered files, documents, software or other work or partial results remains with the contractor until full payment has been made. The contractual partner is only entitled to use the delivered files, documents, software or other work or partial results with the prior consent of the contractor in written or electronic form.

5. Services provided by third parties

It is at the discretion of the contractor to commission third parties who it deems suitable to carry out its services for the proper implementation of the client's projects. It is at the discretion of the contractor to check the suitability of the third party and to award the contract for the project.

6. Obligation to cooperate

The contractual partner is obliged to provide the contractor with all information necessary to provide the contractual service and to point out, without being asked, relevant circumstances (obligation to provide information) that are or could be unknown to the contractor. The contractor is entitled to terminate the contract without notice if the contractual partner does not comply with its obligation to cooperate after setting a reasonable deadline with a threat of rejection. In the event of termination, the contractual partner is obliged to pay or reimburse the contractor for all work and costs incurred up to that point based on the time and cost involved.

If the client culpably breaches his duty to cooperate, we are entitled to compensation for any resulting damage, including any additional expenses. We also reserve the right to assert further claims.

7. Delay

Project delays due to force majeure or unforeseeable circumstances for which the Contractor is not responsible or due to non-fulfillment of the contractual partner's obligations to cooperate, such as provision of required content, declaration of acceptance or approval, commissioning of third parties, do not lead to default on the part of the Contractor.

8. Adjustment of performance in the ongoing project

The project offer is a contractual component in which the services to be provided by Cross4Channel are defined. Further necessary changes/extensions to the offer can become part of the contract by mutual agreement, also electronically between the client and the contractor, in order to do justice to the dynamic project process. After the offer has been approved, only small corrections and requests for changes can be accepted at no cost, unless they are necessary to achieve the contractually agreed service or to remedy defects. Further changes that go beyond the offer must be paid for additionally. Unless otherwise agreed, the current daily and hourly rates of Cross4Channel apply.

9. Liability

The contractor is liable to the contractual partner for damages due to breach of contractual or quasi-contractual obligations only in the event of intent or gross negligence on the part of the contractor, its legal representatives and vicarious agents. The amount of liability is limited to the foreseeable damage. Compensation for consequential damages, such as lost profits, is excluded. All claims of the contractual partner that are not based on unlawful acts or intentional breach of duty expire within 12 months of the due date, in deviation from Section 438 Paragraph 1 No. 3 of the German Civil Code (BGB).

Excluded from these liability limitations are injuries to the life, body and health of the contractual partner. The contractor is also not liable for copyright, patent, trademark, utility model and design rights or for other legal protectability of the services it provides. It is also not liable for the legal admissibility of the services it provides if the contractual partner has accepted them as properly provided by express or tacit declaration. The contractor is not obliged to check whether and, if so, to what extent the work commissioned from it complies with third-party guidelines etc. and is not liable in this respect. The contractual partner indemnifies the contractor from any claims made by third parties against the contractor due to violations of the aforementioned property rights or similar. The customer assures that he has all the rights required for the project services to the content, data and templates provided by him and indemnifies Cross4Channel from any claims by third parties due to violations of commercial and/or intellectual property rights thereto.

10. Reimbursement of travel and accommodation costs

If travel or accommodation costs are incurred by the Contractor during the ongoing project and are necessary for the proper implementation of the project, these will be invoiced separately and must be reimbursed by the Client within four weeks of the due date.

11. Copyright

All copyrighted usage rights associated with the services provided by the contractor are transferred to the contracting party for a limited period of time and only to the extent that the spatial, temporal and content scope of the usage right corresponds to the purpose of the contract. The license is generally concluded for one year and is extended by a further year unless it is terminated in writing three months before the contract expires. The transfer of a limited exclusive usage right can also be made in an individual contract. In any case, however, this must be done in writing. Details of the duration and restrictions of the usage rights are set out in the individual offer, which takes precedence over these general terms and conditions. The contractor retains the right to use the services for its own presentation purposes. The usage rights are also only transferred when the contracting party has properly fulfilled its payment obligation. License fees are generally to be paid monthly, unless otherwise stipulated in the offer. If payment is delayed, the contractor has a right of retention. The contracting party is obliged to refrain from using the services until the usage rights are transferred. The processing or modification of the copyrighted services as well as their publication and exploitation by the contractual partner are not permitted without the consent of the contractor. In any case, the contractual partner is obliged to protect the rights of use and copyrights of the contractor. The contractual partners agree that the contractor's copyrights will be protected.

If images, photos, files or other content from third parties are used, the third party's usage rights continue to apply. Without prior written agreement, it is not permitted to reproduce, distribute or otherwise use these images, photos or other files or content. The usage rights generally remain with the contractor, unless otherwise agreed in the offer.

12. Confidentiality and retention obligations

The contractor is obliged to protect all of the contractual partner's trade secrets that it becomes aware of within the framework of the contractual relationship with the care of a prudent businessman. This obligation also applies after the end of the contract and expires when they become generally known. Unless a paid archiving agreement is made with the contractual partner, the contractor is not obliged to store and release the data it created and stored within the framework of the contractual relationship after its termination. In particular, it is not liable for the proper existence of the data.

All descriptions, files, software and other documents handed over by the contractor to the client may not be made accessible to third parties without our written permission. The client is also obliged to keep all documents confidential. The client must oblige its employees and cooperation partners accordingly. This confidentiality obligation also continues after the end of the contract.

13. Place of jurisdiction

The general terms and conditions between Cross4Channel and the client are subject to the law of the Federal Republic of Germany, excluding all international and supranational legal systems, in particular excluding the UN Convention on Contracts for the International Sale of Goods.

If the client is a merchant within the meaning of the German Commercial Code (§1 HGB) or a legal entity under public law, the registered office of Cross4Channel in Berlin is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. However, the contractor is also entitled to bring an action at the client's general place of jurisdiction.

Status: February 2019