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General Terms and Conditions

General Terms and Conditions of ARTTIC Innovation GmbH

 

§ 1 Scope of application

  1. These General Terms and Conditions (GTC) of ARTTIC Innovation GmbH (AI) shall apply from 01.05.2020.
  2. AI’s General Terms and Conditions apply to all offers of AI and all contracts with AI, unless otherwise expressly agreed upon in writing between the contractual partner (customer) and AI. These GTCs are an integral part of all contracts that the customer concludes with AI. Customer’s terms and conditions do not apply, even if AI does not expressly object to their validity in individual cases. Even if AI refers to a letter that contains or refers to the terms and conditions of business of the customer or a third party, this does not constitute an agreement to the validity of those terms and conditions.
  3. Subsidiary or deviating agreements require the written confirmation of both parties to be valid. The requirement of the written form can only be waived by a written confirmation of both parties.
  4. The General Terms and Conditions of Business also apply to all future transactions between the customer and AI, insofar as legal transactions of a related nature are involved.

§ 2 Offer and conclusion of contract

  1. All offers from AI are valid for a maximum period of 4 (four) weeks from the date of the offer unless another period is specified in the offer itself or in an accompanying letter. A contractual relationship between the customer and AI is established by written acceptance of the offer to AI within the aforementioned period. Additions and amendments must be made in writing and are considered a new offer, which AI is free to accept. AI employees are not authorised to make verbal collateral agreements.

§ 3 Contract Implementation

  1. Offers from AI are prepared solely on the basis of information provided by the customer. Customer is responsible for the accuracy and completeness of the information necessary for the preparation and execution of the order. Documents and information required by AI for the proper execution of the Agreement must be provided to AI by Customer in a timely manner. If AI is dependent on the cooperation and collaboration of customer’s employees for proper execution of the Agreement, customer shall ensure the timely availability of a sufficient number of employees. AI may, at its sole discretion, change its employees working on Customer’s Order, particularly consultants. 
  2. Services that are the subject of an agreement concluded with AI will be performed by Customer exclusively by AI, to the extent permitted by law, for its business activities or business activities of a Cooperation in which Customer is involved. Any involvement of third parties in the execution of the order requires AI’s consent. The only exceptions to this rule are legal consulting services provided by legal advisors acting on behalf of the customer. Should the customer or a Cooperation in which the customer is involved receive a grant in violation of the obligation in sentence 1, the customer is obligated to pay the agreed performance fee regardless of the concrete performance of AI to obtain this grant. In this case, the customer is permitted to reduce the remuneration in the amount of the saved expenses of AI to be proven by him.  

§ 4 Costs and Fees

  1. (1) AI’s travel costs and other expenses incurred in the course of its activities for the customer will be invoiced separately. In the case of overnight accommodation, air and rail travel, these will be agreed with the customer in advance and invoiced on the basis of receipts. Travel expenses for the use of the car are charged at € 0.30 per kilometre driven.
  2. All remuneration tariffs stated in the contracts of AI and the GTC are in Euro exclusive of value added tax and other statutory charges (e.g. customs duties, indirect taxes).
  3. Unless other terms of payment have been agreed upon, all invoices shall be paid within 14 days of the invoice date without deduction by bank transfer free of charge and expenses in Euro to the account stated on the invoice. The date of receipt of payment by AI is decisive. If the customer defaults on payment, he shall pay interest on the corresponding claim at 5% points above the respective base rate according to § 247 BGB. If the customer has not made payment within six weeks of the invoice date, AI is entitled to suspend order fulfilment until full payment of the outstanding invoice including interest on arrears. The retention of payments due to offsetting against counterclaims of the customer is only permissible if such counterclaims of the customer are undisputed or have been legally established.
  4. If several customers jointly instruct AI, they shall be jointly and severally liable for all claims of AI pursuant to the above paragraphs, regardless of who an invoice issued by AI is for.  

§ 5 Hourly Remuneration in the Event of Premature Termination

  1. If AI has provided services under an Agreement and Client terminates the Agreement prematurely, Client shall be obligated to pay an hourly fee. This remuneration is measured in hours according to the amount of work performed by AI under the Agreement. In this case, the expenses for the work performed by AI’s employees will be invoiced on the basis of an hourly rate of € 200.00, the minimum unit being 0.25 hours.
  2. In the event of advice, support, and submission of an Application for subsidies, such a claim for compensation arises in particular in the following cases:
    1. An Application is not made or submitted by the customer or his representative after handover to the customer by AI or is not made or submitted on time or in the proper manner. 
    2. An Application cannot be submitted in a timely manner on behalf of the customer by AI to the responsible authority due to missing or untimely delivery of project information by the customer. A reasonable period of time must be allowed for the submission of information to be incorporated into the Application.

§ 6 Application of a performance-related fee after approval

  1. A performance-related remuneration charged by AI is usually calculated in the form of a percentage on the basis of the Approved funding amount in the notice of approval. The entitlement to remuneration arises when a grant is awarded and is due for payment upon receipt of the notice of approval.
  2. An Approval shall be deemed to have been issued as soon as a corresponding notice has been issued by the granting authority. This shall apply without prejudice to 
    1. a subsequent refusal or withdrawal by the authorising authority
    2. a return, waiver or non-utilisation by the customer.
  3. Customer shall notify AI of the receipt of the notice of approval without delay, but no later than 14 days after receipt, and shall provide a copy upon request by AI. The same applies in the event of a rejection notice.
  4. The performance-related remuneration is generally based on the Approved funding amount in the notice of approval. This also applies to cases in which the subsidies are not paid out to the customer or are paid out to a lesser extent than approved or are used by the customer.
  5. Contractual penalty: If the customer is awarded a grant due to a violation of an exclusivity agreed between him and AI, the customer is obliged to pay the performance-related remuneration in accordance with the agreed conditions.

§ 7 Duration and Termination of the Contractual Relationship

  1. A contract that has come into existence shall generally end at the end of the agreed term of the consultancy contract between AI and the customer or, in the case of orders in connection with grants, at the point in time at which the application for grants for the project specified in the contract is completed, but at the earliest when the current application procedures are completed. 
  2. Either party may terminate the contractual relationship without notice in the event of dissolution, liquidation, or cessation of business of the other party, as well as in the event of insolvency or the opening of insolvency proceedings against the assets of the other party.

§ 8 Liability and force majeure

  1. AI’s liability for errors caused in the performance of the Agreement is governed by the following provisions.
  2. AI is only liable for damages caused by AI or its vicarious agents intentionally or through gross negligence
  3. A liability for slight or simple negligence exists only in the event of a breach of essential contractual obligations (cardinal obligations). In this case, liability is limited in sum to the damages typical for comparable transactions of this kind, which were foreseeable at the time of conclusion of the contract or at the latest when the breach of duty was committed. The parties agree that the amount of such typically foreseeable damages shall in no case exceed the amount of the insured sum of AI’s public liability insurance of EUR 5,000,000.00. AI shall not be liable for slightly negligent breach of secondary obligations that are not cardinal obligations or for damages that are atypical of the contract.
  4.  The limitations of liability under (3) above do not apply in the event of injury to life, body, or health.
  5. In cases of force majeure and other disruptive events that were not foreseeable at the time the Agreement was concluded and for which AI is not responsible, and which make it significantly more difficult or impossible for AI to execute the Agreement, AI is entitled to withdraw from the Agreement.

§ 9 Confidentiality

  1. The contracting parties will treat all information obtained in the course of the cooperation between AI and the customer as confidential, in particular they will carefully store the documents of the contracting party obtained in the course of the contractual relationship and ensure that third parties cannot gain access to them. The Parties shall not publish, reproduce, or otherwise disclose to any third party (with the exception of potential sponsors) any documents and information received from the other Party without the consent of the other Party. The confidentiality obligations shall apply for an unlimited period of time, unless the information provided has become public knowledge, for which the recipient of the information shall bear the burden of proof.  

§ 10 Definitions

  1. "Grants" in the above sense are all financial resources and advantages which can be obtained without consideration, directly or indirectly, on the basis of an Application by German, European, international or foreign persons under public or private law, in particular by public authorities, agencies, foundations, associations and funds. Grants include in particular subsidies, premiums, remunerations, grants, reductions, subsidies, loans, and allowances, including tax benefits. 
  2. "Loans" within the meaning of this Agreement are grants within the meaning of No. 1 which are granted subject to the obligation of subsequent repayment. An obligation to repay due to the violation of conditions, guidelines or other provisions governing the "approval" of benefits does not constitute an obligation to repay later within the meaning of sentence 1.
  3. "Subsidies" are grants which are not loans. If the obligation to repay a loan subsequently ceases to apply, the grant shall be deemed to be a subsidy from that date.
  4. "Grantor" or "granting authority" in the above sense means any domestic or foreign natural or legal person under public or private law who grants the grant or has influence on the decision.
  5. "Approval" in the above sense means the positive, even partially positive, decision of the grantor on the Application, which legally binds the grantor to provide the grant. The approval contains information from which the maximum financial benefit to which the customer is entitled, directly or indirectly, if certain conditions are met, is shown, or can be calculated.
  6. "Approved funding amount" in the above sense means the total amount approved by the positive decision of the funding body as stated in the notice of approval for the entire period of funding – either as a total amount or in partial amounts. Annual funding decisions are deemed equivalent to a grant approval if they are based on one and the same Application.
  7. "Application" in the above sense means the written or oral request to the funding agency for a grant, as stipulated or required by provisions governing the award of the grant. If the application process begins with the preparation and submission of a project outline to the funding agency, this is considered to be the submission of an Application. The filing of an appeal against a negative decision on an Application is considered a new Application.
  8. "Cooperation" in the above sense means a structure of two or more organisations, institutions, companies, or persons working together in the context of their statutory or voluntary activities. Cooperations are also "joint-ventures" in any legal form.  

§ 11 Final provisions

  1. The relationship between Customer and AI is governed exclusively by the laws of the Federal Republic of Germany. The exclusive place of jurisdiction for any disputes arising from the business relationship between Customer and AI is Munich. The legal provisions regarding exclusive jurisdiction remain unaffected by this provision.
  2. Contract language is German. The German version of these GTC is available at any time. Other language versions are for information and translation purposes only. Only the German version shall be binding for the interpretation of individual provisions and/or in case of contradictions between the language versions.
  3. If individual provisions of these terms and conditions are or become invalid in whole or in part, the validity of the remaining provisions or the remaining part shall not be affected. In place of the ineffective provision or the ineffective part of the provision, the legally effective provision which comes closest to the purpose of the ineffective provision or the ineffective part shall apply.