General Terms and Conditions of Business
velia.net Internetdienste GmbH (April 1st, 2011)
Art. 1 Validity of these General Terms and Conditions of Business
- velia.net Internetdienste GmbH (hereinafter referred to as "service provider") shall provide services to its contractual partners (hereinafter referred to as "client") solely on the basis of these General Terms and Conditions of Business (hereinafter referred to as "GTC"). These GTC shall be deemed to have been accepted by the client upon it making use of the service provider's services for the first time. The acceptance of contrary stipulations made by the client on the basis of its own terms and conditions of business is herewith excluded.
- Deviations from these GTC shall only be valid if the client has been explicitly notified of these in writing.
Art. 2 Scope of services
- The service provider reserves the right to extend and modify its services, and to make improvements. The service provider shall specifically be entitled to modify its services if such modifications are made in accord with standard commercial practice, or if the service provider is obliged to make such modifications as a result of amendments to legal frameworks or relevant jurisdiction. Appropriate consideration will always be given to the interests of the client.
- The alteration of norms, addresses or other technical standards required for the utilisation of and participation in the INTERNET shall have no influence on the corresponding contract, unless the alteration in question has been arbitrarily introduced by the service provider.
Art. 3 Responsibilities and obligations of the client
- The client is required to use the services offered in an appropriate manner. The client is specifically required to prevent the misuse of access to any services provided, and to refrain from conducting unlawful activities over the Internet.
- The client shall assume all responsibility for contents published by it. If the service provider discovers that content is being published that is indictable in the Federal Republic of Germany, the service provider reserves the right to block or delete this content.
- The client shall use the service provider's server and the software stored on it at its own risk. The service provider assumes no liability for losses incurred by the client as a result of the provision or transfer of files on and over the Internet. The service provider also assumes no liability for direct or indirect losses arising as a result of technical problems, server failure, loss of data, transfer errors, lack of data security or other reasons, unless these can be attributed to malicious intent or gross negligence on the part of the service provider. All claims by the client shall be limited to the value of the transaction in question.
Art. 4 Delays in the provision of services, specified deadlines and periods, acceptance of services
- Where the provision of materials or services is delayed as a result of forcemajeur or events that significantly interfere with or make impossible the provision of the contractual services by the service provider - assuming that these events do not arise as a result of malicious intent or at least gross negligence on the part of the service provider or its agents - the service provider shall not be required to comply with specified deadlines and periods. In such cases, the service provider shall be entitled to postpone the provision of the materials or services for as long as the cause of hindrance is in place, plus an appropriate period of grace.
- If the client is in default of payment or fails to meet other obligations to cooperate, the service provider shall be entitled to claim for any losses and additional expenditure arising as a result.
- If the service provider is unable to provide the services in question by an agreed deadline, the client must grant the service provider a period of grace, and shall only be entitled to terminate the contract if the service provider fails to provide the services prior to termination of this period of grace.
Art. 5 Charges
Unless otherwise explicitly stated, all charges are quoted exclusive of VAT at the current rate.
Art. 6 Terms of payment
- The corresponding proportion of the monthly charge shall be paid for any incomplete month.
Monthly charges must thereafter be paid in advance.
- Annual charges must be paid in advance.
- Charges shall become due on completion of a contract.
- The service provider shall be entitled to demand payment in advance or the provision of appropriate securities before supplying any outstanding services if the service provider becomes aware of any significant deteriorationin the financial situation of the client (e.g. because the client is in default of payment). The service provider shall be entitled to cancel the contract in whole or part if the required advance payments or securities are not forthcoming, and the client fails to provide these within an additional period of grace of at least two weeks. The service provider explicitly reserves the right to claim further compensation from the client in such instances.
Art. 7 Force majeure
The service provider shall be released from the obligation to provide services in cases of force majeure.
All unexpected events, as well as events that influence the performance of contractual obligations and are not the responsibility of either party, shall be considered to be events of force majeure. These events include specifically: legal industrial disputes (including such disputes in non-affiliated companies), the imposition of official requirements, failure of communication networks and gateways of other operators, and failure of the services of network providers (e.g. Deutsche Telekom AG), even if the related events occur within the areas of responsibility of subcontractors, sub-suppliers or their subcontractors or of those of operators of subnodal data processors authorised by the service provider.
Art. 8 Liability and non-liability of the client
- The client shall be liable for all consequences and losses that arise for the service provider and third parties as a result of misuse or illegal use of the services of the service provider or as a result of failure on the part of the client to meet its other obligations.
- The client herewith agrees to indemnify the service provider against all possible claims that may be lodged against the service provider by third parties as a result of illegal activities on the part of the client, specifically in relation to data confidentiality, copyright or competition laws, and to bear all costs of the claim or remedial action for the illegal activity.
Art. 9 Duration of contract, termination
- The contract occurs automatically for another 12 months if is not terminated in writing later than three months prior to its expiry.
- Unless otherwise agreed in an individual contract, the contract has a fixed duration of 12 months.
- The date on which the notification of the contract termination is received by the other party at the address specified in the contract or otherwise explicitly specified address shall determine whether the above stipulated notification period has been met.
- Both parties have the right to immediate termination of the contract for material reasons. Material reasons shall be situations in which it is unreasonable to expect the one party to continue to meet its contractual obligations for reasons that are the responsibility of the other party, and the other party fails to immediately rectify the matter despite being sent a warning.
Art. 10 Data protection
Both contractual parties must treat passwords as strictly confidential, and must change these without delay if the suspicion arises that an authorisedthird party has obtained knowledge of these. The client will notify the service provider without delay should any such suspicion arise. Similarly, the same shall apply in the case of the service provider if it alters passwords that are relevant to the client and its activities.
Art. 11 Concluding provisions
- Any declaration of intent (such as notice of the intention to terminate the contract) and any correspondence may be sent by letter post or fax. The service provider and the client are aware that, as a rule, if one of the contractual parties makes reference to the receipt and content of any declaration of intent, this party shall be obligated to prove that it has been received by the other contractual party. Should a contractual party change its address, it must notify the other contractual party without delay.
- A written and signed authorisation of the administrative contact (admin-c) is essential before a domain can be assigned to another provider. This must be sent to the service provider by fax or letter post.
- Place of performance is Hanau am Main, Federal Republic of Germany. Exclusive place of jurisdiction for claims arising from the contractual relationship between the parties (including actions regarding dishonoured checks or bills and all disputes between the parties relating to the completion, performance and termination of the contract) shall be Hanau am Main, providing that the client is a registered merchant, legal entity as defined by public law or a special fund under public law. The service provider reserves the right to instigate legal action against the client at the court generally or otherwise legally responsible for it.
- The contractual relationship between the contractual parties shall be exclusively subject to German law.
- Should any provision of this agreement be or prove to be invalid, this shall have no effect on the validity of the remaining provisions. An invalid provision shall be replaced with one that accords with or at least approximates the intended purpose of the agreement that the parties would have agreed to for the purposes of realising the given commercial purpose of the agreement had they been aware that the original provision was invalid. The same shall apply to any loopholes.