General Terms and Conditions
General Terms and Conditions (GTC)
§ 1 Scope of application
The following General Terms and Conditions (GTC) shall apply to all legal relationships between the agency Bridgeflow, represented by Mr. Bernd Kopin, and its contractual partners. The GTC of the agency Bridgeflow shall apply exclusively to the contract; other conditions – in particular those stipulated by the contractual partner – shall not become part of the contract, even if Bridgeflow does not expressly object to them. Bridgeflow will hereinafter be referred to as “we” and its contractual partners as “clients”. With the acceptance of the contract, the client accepts these GTC.
§ 2 Subject matter of the contract
We analyse the internal work processes of our clients and support the introduction of the work management tool “Asana.com”. This includes in particular the training of all relevant employees of the client. Furthermore, we support our clients in the implementation of productivity systems and techniques in existing software and process architectures. Individual productivity consulting is also offered on request. The appropriate implementation of the systems based on the analysis of BridgeFlow is exclusively at the discretion of the client; we have no influence on this. We see ourselves as a facilitator and trainer of the systems and enable our clients to set up Asana.com and corresponding systems independently and on a long-term basis. The actual use of Asana.com and any derived targets (e.g. reduction of internal meetings by a percentage) is thus not a contractual obligation incumbent on us. Consequently, there is no claim to a specific achievement of goals that have not been explicitly confirmed by both parties
§ 3 Conclusion of contract
The contract is concluded when the contractual offer is sent to the client and is accepted by the client returning the order confirmation to us.
§ 4 Reservation of self-delivery, obstacles to performance
The conclusion of the contract shall be subject to correct and timely self-delivery by our third party supplier Asana.com. This shall only apply in the event that we are not responsible for the non-delivery, in particular in the event of the conclusion of a congruent covering transaction with our supplier. In this case we are entitled to withdraw from the contract with the client. In the event of our withdrawal, we shall inform our client immediately of the non-availability and reimburse the consideration without delay.Impediments to performance for which we are not responsible, in particular in the form of force majeure, war, natural disasters, traffic and operational disruptions, official measures and industrial disputes, shall result in a performance period extended by the time of the impediment. In the event that such an obstacle to performance occurs permanently, we shall be entitled to withdraw from the contract.
§ 5 Remuneration, Terms of Payment
Unless otherwise agreed in writing, the client shall pay us for his orders the remuneration resulting from the offer plus the applicable statutory value-added tax. Payments shall be due without deduction when the invoice is issued. The invoice shall be issued upon release of the service (see § 12 No. 2 of these GTC) or as soon as an individual service has been rendered by us. In the case of framework agreements, invoicing shall take place upon release of the first service.The offer prices correspond to the net price plus VAT and apply in each case to a productivity package.In the case of subsequent changes to the invoice address, we shall charge a fee of € 5.00. We reserve the right, in individual cases, to perform the service only against advance payment. See § 9 No. 1 of these GTC.
§ 6 Publication, termination
Publication or performance of the service shall commence at the time agreed in writing with the client. If no time has been agreed in this manner, the performance of the service shall take place immediately upon completion of the order by us and after release of the service by the client (see § 12 No. 2 of these GTC).The client shall be responsible for the complete delivery of faultless, suitable presentation rooms and materials. In addition, the client undertakes to invite BridgeFlow.de as a guest user in its own Asana so that BridgeFlow can provide support in setting up the tool. The contract ends with the expiry of the agreed term. The parties shall be entitled to terminate the contract without notice for good cause. A good cause for termination of the contract shall be deemed to exist for us in particular if the client, despite a reminder and setting of a deadline, fails to meet its payment obligations or commissions services with contents that violate applicable laws or morality. If the client cancels an order at his own request, an expense allowance in the amount of the booked service shall be due. This also applies to postponements to undefined alternative dates. If a workshop or training has already been carried out, the client shall pay the full quoted price.
§ 7 Obligations of the client, violations
Compliance with our delivery obligation requires the timely and proper fulfilment of the client’s obligations. This means that he must complete and return to us by email the questionnaires sent to him or any other analysis documents (see also § 6 No. 2 of these GTC). If these requirements are not fulfilled in time, the period for the provision of services by us shall be extended accordingly.The client shall be obliged to treat confidentially any password and user ID chosen by him or transmitted by us. Communication to third parties is prohibited. The client shall at no time be asked by our employees for his password and user ID.If there is reason to suspect that third parties have knowledge of the password and/or are misusing a user ID, the client shall be obliged to inform us of this in writing without delay.The client warrants that he will comply with all provisions of data protection and personal privacy law.
§ 8 Rights and duties of the BridgeFlow agency
The use of databases, templates or other data, other than through the functionalities provided by us, is inadmissible and entitles us to immediately block access.We reserve the right not to execute or only to execute orders placed by the client in a modified form due to their content, origin or technical form in accordance with uniform, objectively justified principles. This shall apply in particular if the content violates legal or official prohibitions, is abusive or offends common decency, or if publication is unreasonable for us for other reasons. Materials provided by the client for the performance of services shall only be returned by us to the client upon the client’s special written request. The obligation to retain the materials shall end three months after termination of the service contract. We are not obliged to store the service provided after termination of the contract.
§ 9 Default, set-off, right of retention
If the client is in arrears with the payment of invoices, we shall be entitled to suspend the contractual obligation to execute orders and the provision of any services until the invoice amounts due have been paid in full; we shall make the services available again concurrently with payment of the remuneration. The performance period shall not be extended thereby. In the event of an instalment payment agreement, the entire invoice amount shall become due without a separate reminder if the client is more than two weeks in arrears with the payment of an instalment. In business dealings, the claim to discounts and special price agreements granted shall become invalid with the first reminder. The amount stated in the invoice shall be due before deduction of the discounts and special price agreements granted. A set-off by the client against claims he has against us is only possible with such claims that are undisputed, legally established or ready for decision. A right of retention by the client can only be asserted if the counterclaim on which the right to refuse performance is based is undisputed, legally established or ready for decision.
§ 10 Failure of the services
If we or our third-party providers are unable to provide the booked services for serious reasons (e.g. due to force majeure, power failure, failure of electronic data processing), the obligations shall be suspended to the extent and for the duration of the hindrance, unless gross negligence on our part could be proven. The failure does not entitle the customer to compensation.
§ 11 Notice of defects
In the case of mutual commercial transactions, the client shall inspect the service immediately after the first placement or publication and notify us of any defects without delay. If the client fails to give notice of defects, the service shall be deemed to have been approved without defects. The period for giving notice of defects shall commence in the case of obvious defects at the time the service is provided, and in the case of hidden defects at the time they are discovered.
§ 12 Warranty, release of the service
Our services are performed professionally and according to the specifications of our clients. Should there nevertheless be a reason for complaint on the part of the client, we shall be entitled to subsequent performance. At our discretion, this shall be the elimination of the defect or the delivery of goods free of defects. The client expressly reserves the right to reduce the price or to withdraw from the contract at his discretion if the subsequent performance fails. In addition, the client has the option of demanding compensation for damages or reimbursement of his expenses in accordance with the statutory provisions.We shall make changes to the processes or systems created by us during the performance period at the request of the client – insofar as our third-party providers permit this – insofar as this is reasonable for us in terms of technology and content. Excluded are all changes which require a completely new structure of Asana. The changes shall be made at the cost of the effort involved and shall only be made by us after receipt of a corresponding confirmation (in writing or by e-mail) from the Principal.Change requests of the Principal to Asana (Third-Party Provider) shall be conscientiously forwarded by the Contractor to the Third-Party Provider. However, the Contractor has no influence on whether the Third-Party Provider actually adopts these requested changes.
§ 13 Liability
Any liability on our part or on the part of our representatives or vicarious agents for damages, in particular due to tortious acts and breach of duties arising from the contractual obligation, is excluded. This shall not apply in the case of damage caused intentionally or by gross negligence, in the case of injury to life, body or health, in the case of an assurance of the absence of a defect or the breach of essential contractual obligations. Material contractual obligations are obligations the fulfilment of which is essential for the proper performance of the contract and on the observance of which the client may regularly rely.In business dealings, unless there is intent, gross negligence or injury to life, limb or health or the assurance of the absence of a defect, damages for the breach of material contractual obligations shall be limited to the foreseeable damage typical for the contract.In computer software, data transmission and via the Internet, errors may occur according to the current state of the art. We can therefore not guarantee an absolutely error-free process. Therefore, we shall not be liable for damages based on the fact that services are not or not completely available as a result of technical defects. This applies in particular to possible orders which may not be received by us or which are not taken into account. We shall not be liable for damage caused by the loss or misuse of the client’s user ID or password. The client shall indemnify us on first demand against all claims asserted against us by third parties on account of inadmissible content or other breaches of the law for which the client is responsible. The indemnification shall include all reasonable costs incurred by us due to an infringement of third party rights, including court costs and lawyers’ fees incurred for the necessary legal defence. The prerequisite for this liability is that the infringement is due to culpable conduct on the part of the client.
§ 14 Content, rights, copyrights
The client alone shall be responsible for the content, in particular the correctness and legal admissibility of the services to be published and the text and image documents provided by the client. We are not obliged to check or monitor the services for impairment of the rights of third parties. The client is obliged to indemnify us against claims of third parties which may arise against us in any way from the performance of the service. If protected trademark rights are used in the context of the publication of the services, the client hereby grants permission for their use. Furthermore, the client shall bear the sole responsibility under press law, competition law and other law for the contents supplied by him for publication. By placing the order, the client confirms that he has acquired all rights of use of the holders of copyrights, ancillary copyrights and other rights to the documents and data provided by him which are necessary for placing them on the Internet, or that he can freely dispose of them.This contract does not include any transfer of ownership or rights of use, licences or other rights to the software used to the client. All rights to the software used, to marks, titles, trademarks and copyrights and other industrial rights shall remain with us without restriction.
§ 15 Data protection
If the opportunity for the input of personal or business data (email addresses, name, addresses) is given, the input of these data takes place voluntarily.
§ 16 Confidentiality
The contracting parties undertake to treat all information and data received from the contracting party in connection with the performance of this contract as confidential and not to make it available to third parties, unless and until such information is or has become generally available, has been communicated to the recipient by a third party authorised to do so without an obligation to treat it confidentially or was demonstrably already known to the contracting party prior to the date of receipt. This also includes information on prices and conditions. Third parties do not include companies affiliated with the respective partner within the meaning of § 15 of the German Stock Corporation Act (AktG), as well as persons and companies commissioned by the partner for the purpose of fulfilling the contract, insofar as they have been or will be obligated to maintain confidentiality in the same manner. The obligation shall extend beyond the termination of the contract. If one of the contractual partners recognises that information requiring secrecy has come into the possession of a third party or that a document to be kept secret has been lost, it shall inform the other contractual partner of this without delay.
§ 17 Amendment of the GTC
We reserve the right to amend the GTC at any time. The amended GTC shall then apply in principle to the contractual relationships entered into from the time of the amendment.We shall also have the right to amend our GTC with effect for ongoing continuing obligations. In this case, the client may object to the amendment within two weeks of receipt of the notification of the amended GTC. In the event of an objection, we have the right to terminate the contract within two weeks of receipt of the objection.
§ 18 Linking
The site www.bridgeflow.com and its channels and regional sites contain links to other Internet sites. We are not responsible for the privacy practices or the content of these websites. For illegal, incorrect or incomplete contents and in particular for damages resulting from the use of linked information, the provider of the page to which reference was made shall be solely liable.The client is advised that according to the current state of technology, it cannot be completely ruled out that the services published on our Internet pages or those of our suppliers may also be copied, linked and/or additionally published by other Internet providers with the aid of frames, disguised as their own offer. We shall endeavour, within the scope of what is technically and legally possible, to prevent copying, linking and/or framing in the aforementioned sense. To this end, the client already gives us any necessary declarations of consent. Should unauthorised linking and/or framing nevertheless occur, the client may not derive any claims against us from this.
§ 19 Final Provisions
The place of performance is Berlin. If the client is a merchant, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in the Federal Republic of Germany, the Berlin Local Court or the Berlin Regional Court shall be the exclusive place of jurisdiction for all disputes arising from the contractual relationship. The law of the Federal Republic of Germany shall apply to all legal relationships between the contracting parties to the exclusion of the uniform UN sales laws.The language of the contract shall be German. No verbal ancillary agreements have been made. In the event that one of the preceding provisions is invalid, the validity of the remaining provisions shall remain unaffected. The invalid clause shall then be replaced by mutual agreement by a clause which comes closest to the invalid clause in terms of its economic effect and intention.