Venture Idea GmbH

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1. scope

These General Terms and Conditions apply exclusively to all offers, services and deliveries of Venture Idea GmbH. They are an integral part of all agreements with clients and also apply to all future offers and agreements on deliveries and services without the need for a renewed express reference. The client acknowledges these General Terms and Conditions and waives the validity of his own order conditions. Deviating general terms and conditions of the client will only become part of the contract if their inclusion is expressly confirmed in writing by Venture Idea GmbH.

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2. conclusion of contract/subject of contract

Contracts are concluded by written acceptance of an order placed in writing by the client and/or after signing of the written order letter by Venture Idea GmbH. All additional agreements and/or deviations and/or amendments must be made in writing.

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3. fee/payment terms

3.1.

Our deliveries and services shall be remunerated in each case with the fee agreed separately in the individual case and/or according to actual expenditure on the basis of the cost estimates approved in writing by the client as well as our current price list and the hourly or fee rates specified therein. The agreed remuneration amounts are exclusive of the respective applicable statutory value added tax, currently 19%.

3.2.

The remuneration is due for payment without deduction within 2 weeks after the invoice date.

3.3.

Depending on the order and/or project volume, we are entitled to demand reasonable advance payments.

3.4.

Offsetting with counterclaims of the Customer and/or assertion of a right of retention due to such claims shall only be permissible insofar as the counterclaims of the Customer are undisputed and/or have been legally established.

3.5.

If, after conclusion of the contract, we become aware of circumstances which objectively appear to jeopardize the fulfillment of our claims, we shall be entitled to perform outstanding deliveries and/or services only against advance payment or provision of security.

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4. performance time

4.1.

The deadlines and dates agreed separately in each case shall apply. Delivery or performance dates are not fixed dates unless this is expressly agreed in writing.

4.2.

If the performance of our services and/or delivery is delayed due to events caused by force majeure or other events unforeseeable at the time of conclusion of the contract and beyond our control (e.g. operational disruptions through no fault of our own, lawful industrial action, official intervention, transport delays, etc.), we shall be entitled to postpone the performance of our services and/or delivery for the duration of the impediment caused thereby and/or to provide partial services and/or partial deliveries that are reasonable for the Customer. If it becomes impossible for us to fulfill the contractual services due to such events and/or circumstances for which we are not responsible, we shall be entitled to withdraw from the contract. The same shall apply if we are not supplied and/or delayed by our suppliers through no fault of our own. Insofar as the Client can no longer be expected to accept the delivery and/or service as a result of any delay, the Client is entitled to withdraw from the contract by means of an immediate written declaration to Venture Idea.

4.3.

Partial deliveries and/or the provision of partial services shall be permissible provided that they are reasonable for the Customer and usable within the scope of the agreed purpose of use and destination.

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5. placing orders with third parties

Venture Idea is entitled to involve third parties for the fulfillment of the contract. The placing of orders with third parties is generally done in their own name and for their own account, unless the placing of orders in the name of the client is expressly agreed.

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6. liability for defects

If the services rendered by Venture Idea are work performances, the statutory provisions of the law on contracts for work and services as amended from time to time shall apply. The Client is obligated to immediately inspect the results of the services (work performances) for the existence of defects and to immediately give notice of any defects in writing. Otherwise, any claims for defects shall be excluded. The limitation period for claims for defects shall be 12 months from acceptance of the performance.  

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7. copyright and other industrial property rights

Venture Idea grants the Client the rights of use and exploitation to the deliveries and/or services and/or other performance results provided by it for the duration of the contractual agreement and/or the respective individual project and to the extent of the purpose of use provided for in the contract and/or the respective individual project for use within the territory of the Federal Republic of Germany. The prior express written consent of Venture Idea is required to make any changes and/or adaptations and/or to transfer the rights to third parties.

If Venture Idea is provided with images, texts and/or similar representations by the client that are subject to third-party rights, the client shall indemnify Venture Idea internally against any third-party claims.

If Venture Idea calls in third parties to provide the contractual services, it will ensure by means of appropriate contractual agreements that the rights of use to the extent described above are transferred to the client at the client's expense. The transfer of the rights of use and exploitation to the extent described above is subject to full payment of the agreed remuneration.

Venture Idea is entitled to refer to the services it provides for the purpose of self-promotion.

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8. liability

8.1.

Venture Idea is liable in accordance with the statutory provisions if the Client asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of its legal representatives and/or vicarious agents. Insofar as Venture Idea cannot be accused of intentional breach of contract, the liability for damages is limited to the foreseeable, typically occurring damage.

8.2.

The liability of Venture Idea in case of simple negligence of its organs, legal representatives, employees and/or other vicarious agents is excluded. This does not apply in cases of a breach of essential contractual obligations and/or for damages resulting from culpable injury to life, body or health and/or insofar as we have assumed a guarantee for certain characteristics of the deliveries and/or services owed by us. An essential contractual obligation shall be deemed to exist if it is an obligation on the fulfillment of which the Customer relied and was entitled to rely.

8.3.

Any liability under the Product Liability Act shall remain unaffected.

8.4.

In the event of liability for simple negligence, our liability to pay compensation shall be limited to the agreed fee.

8.5.

The foregoing exclusions and limitations of liability shall apply to the same extent in favor of Venture Idea's officers, legal representatives, employees and other agents.

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9. secrecy

The Client undertakes to treat all information and/or business transactions, in particular business secrets, provided by Venture Idea within the framework of the contractual relationship or in the future as strictly confidential and to use such information only for the examination of a possible future cooperation and/or within the framework of the performance of the contractual relationship and - without the express written consent of Venture Idea - not to use it, in whole or in part, for any other purpose and not to disclose it to third parties. The customer is responsible for making this information available only to employees who need it for the purpose described above and for obliging its employees to maintain confidentiality to the corresponding extent.

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10. general

10.1.

The place of jurisdiction for all disputes arising from the contractual relationship between Venture Idea and the client is Düsseldorf.

10.2.

The contractual and legal relationship between Venture Idea and the Client shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

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