1.1 All services of airsight GmbH are based on the following General Terms and Conditions in their most recent version.
1.2 Any contradictory or additional conditions on the part of the client are hereby expressly excluded. They also will not be accepted in the event that they are not expressly excluded upon receipt. They only apply with the explicit approval of airsight GmbH, either in writing with you or your members.
1.3 Side agreements must be confirmed in writing. This also applies to agreements which cancel the written form requirement.
2. Remuneration, payment conditions, defaults, compensation, retentions, title retentions
2.1 Insofar as services are calculated according to costs, the offer made to the client is valid. In this case the employees of airsight GmbH will maintain a list of daily working hours, positions worked on and types of activity.
2.2 In the matter of transfer payments, the transfer payment amount is determined by the scope of the operation. The payment amount is set upon the customer's completion of an order form and upon confirmation of this order by airsight GmbH. All accounts are payable upon issue of invoice and are payable without deductions.
2.3 Should the customer delay payment, then airsight GmbH has the right to charge default interest at 5% p.a. over base rate. If the customer is not a consumer then interest will be charged at 8% over base rate. airsight GmbH retains the right to produce evidence of more serious damages which has been caused by the customer and which must be compensated by him. However, if the customer can prove that no damages or much lower damages have resulted from the delay, then the customer is only obliged to pay compensation for these damages.
2.4 The customer is only entitled to set-off rights if his counterclaim is made according to the law, is uncontested or is accepted by airsight GmbH. The customer is only entitled to retention rights if they are based on the same contractual conditions.
2.5 airsight GmbH retains title to goods until such time as they are completely paid for and until such time as extant or further payments are made in accordance with contractual conditions, and such payments made by check or transfer are encashed. This also applies to any property rights relating to intellectual property rights and copyright.
2.6 In the case of the customer being in arrears or of a significant breach of the duty of care, the exercise of title retention by airsight GmbH does not denote withdrawal from the contract unless airsight GmbH expressly advises the customer that this is the case.
2.7 Exercise of title retention by airsight GmbH in connection with a software handover will result in the customer forfeiting the right to continue to use the software package. All copies of the software made by the customer must be deleted.
3. Secrecy/data protection
3.1 airsight GmbH is permanently bound to treat as confidential all commercial and operating secrets and all information designated as confidential which it is privy to in the course of carrying out the contract. Such information may only be divulged to persons who are not involved in carrying out the contract upon written permission of the customer.
3.2 The contracting partner for his part is bound to treat as confidential all information which he is privy to in connection with the offer and contract execution. In particular, it is not permitted to pass on to a third party or in any other way use the contents of the offer made by airsight GmbH.
3.3 airsight GmbH is bound to treat as confidential all data received from the contracting partner. The data will be used exclusively in the execution of existing contracts and for internal purposes. In particular, it is not permitted to pass on data to a third party without the customer's express permission.
4. Customer's obligation to cooperate
The customer must ensure that airsight GmbH is provided with all documentation required to carry out their activities in a timely manner and that they are advised of all processes and circumstances. This also applies to documentation, processes and circumstances which only become known during the activities of airsight GmbH.
5. Interruptions to service provision
airsight GmbH shall not be liable for any delays or failure to perform any obligation under any contract which is due to an event beyond the control of airsight GmbH including but not limited to any act of God, terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority, strikes, lack of transportation, embargos, uprising, earthquake, flood or any other natural or man-made eventuality outside of its control, which would serve as grounds for termination of any contract entered into and which could not have been reasonably foreseen.
airsight GmbH shall be within its rights to discontinue its services, withdraw from the contract, refuse to sign a contract or enter into any cooperation with the Client in a country in which, at airsight GmbH's discretion, the security situation is tense, or a country against which an advisory has been issued by the German Federal Foreign Office (Auswärtiges Amt) in its official reports.
The Client shall not be entitled for the above mentioned reasons to any compensation for any loss in the non-provision of the services or delays.
In the event of increased expenses within the scope of the customer's responsibility, airsight GmbH can request reimbursement of the additional expenses.
6.1. airsight GmbH is liable for damages in the event that they are caused by a culpable breach of contract obligations (cardinal obligations) in a manner which compromises the aims of the contract or by gross negligence or wilful intent on the part of airsight GmbH.
6.2 airsight GmbH is not liable for indirect damages, consequential damages resulting from incidents such as business interruption or loss of profits. In particular, no liability will be accepted for such damages which result from faulty execution of an update, an instruction by the support team and/or insufficient data security. If the customer has performed data backup, then liability is restricted to the extent to which the data can be reproduced with justifiable outlay of time and expense.
6.3 The parties are agreed that the total liability of airsight GmbH is limited to the amount of the respective order and such damages which are normally to be anticipated within the framework of the contract.
6.4. airsight GmbH accepts no liability whatsoever for any damages which result from the customer's use of software which breaches the terms of the contract.
6.5. The customer is aware that he is bound to regularly and appropriately back up his data in line with his obligation of loss mitigation and in the event of a suspected software error to carry out all reasonable additional security measures.
6.6. The customer is solely responsible for compliance with all data protection regulations when using the software. The liability of airsight GmbH is excluded in all cases and whatever the legal grounds.
6.7 The statute of limitations for contractual claims for damages is three months, if the customer is a company.