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GENERAL TERMS AND CONDITIONS
OF HYLINK (DE) DIGITAL SOLUTION GMBH
1. These General Terms and Conditions (GTC) apply to all contracts between Hylink (DE) Digital Solution GmbH ("Hylink") and the respective client, unless otherwise expressly agreed in writing or indispensably required by law.
2. Orders are placed for an indefinite period and may be terminated by either party by giving three months' notice to the end of the month. Either party may terminate an order with immediate effect if the other party is responsible for a material breach of contract; if this material breach of contract can be remedied, the breaching party has thirty days from receipt of the notice to remedy the breach of contract. Any termination must be made in writing.
3. Hylink provide their services in accordance with the terms and conditions of the respective order. An order may be amended or supplemented by mutual agreement; amendments or supplements must be in writing. Hylink are entitled to subcontract their services in whole or in part.
4. Unless otherwise agreed in writing, Hylink will invoice their remuneration monthly. The respective invoice amount is due immediately upon receipt without deduction. Hylink can suspend the provision of its services as long as due invoices are unpaid.
5. The client shall provide all information that Hylink require to perform their services. If the client does not provide the information in time, Hylink shall not be liable for any damage caused by the delay. The client assures that Hylink is entitled to transfer and use this information. The client is liable for the completeness and correctness of the information she provides to Hylink. In this respect Hylink are in no way obliged to check the information provided.
6. By placing an order, the client grants Hylink a non-exclusive, royalty-free, worldwide and sublicensable right to use her intellectual property during the term of the order, but only to the extent necessary for the provision of services under the order. The client guarantees that the rights of use of the intellectual property granted to Hylink do not infringe any rights of third parties. Hylink are not liable to the client for any damage resulting from the use of the intellectual property rights granted by the client or resulting from instructions given to Hylink by the client. If Hylink are obliged to pay for damage resulting from the use of the intellectual property granted, the client shall indemnify Hylink on first demand and shall immediately pay for all such damage and comply with or immediately compensate all legal obligations in connection therewith.
7. If the client provides Hylink with end-customer data for the provision of their services, the client ensures that this end-customer data has been collected and provided in accordance with current legislation and in accordance with her own data protection regulations. Hylink may process certain data of end customers that are classified as personal data within the meaning of the General Data Protection Regulation (GDPR). If and insofar as Hylink owes or can access the collection, processing or use of personal data due to an order, the parties will enter into a separate agreement on order processing pursuant to Art. 28 GDPR.
8. Claims for damages or warranty claims arising from an order can only be asserted against Hylink within a preclusive period of one year after the person entitled to assert the claim has become aware of the defect or damage and of the event giving rise to the claim, but at the latest within five years after the event giving rise to the claim. The claim expires if no action is brought within a period of six months after the written rejection of the compensation and the client has been informed of this consequence. The right to assert the plea of limitation remains unaffected.
9. The liability of Hylink for breach of material contractual obligations is limited to the amount of foreseeable damage typical for the contract. The typically foreseeable amount of damage shall in no case exceed the remuneration for the services which Hylink actually received from the client for the period of time in which Hylink have performed or not performed the disputed service. The client is not entitled to set off any claims for damages against payments to be made to Hylink for current or future claims. Otherwise Hylink are not liable in cases of slight negligence.
10. All information, including but not limited to trade and business secrets of the other party, printed documents, layouts, storyboards, figures, drawings, audio tapes, pictures, videos, DVD, CD-ROMs, interactive products or other copyrighted material, communicated by one party ("disclosing party") to the other party ("receiving party"), and which are either (a) marked as confidential or secret, or (b) marked in writing as confidential or secret within thirty days from the date of disclosure, or (c) which at the time of disclosure by the disclosing party could reasonably have been expected to be considered confidential information by the receiving party shall be treated as confidential. Each receiving party shall take appropriate measures to keep the confidential information secret and to prevent the publication, unauthorised use, or reproduction of the other party's confidential information. Upon written request of the disclosing party, the receiving party agrees to immediately return to the communicating party or destroy all confidential information of the disclosing party in the possession of the receiving party. Confidential information shall not be disclosed by the receiving party to any third party without the prior written consent of the other party, unless
− This is necessary due to mandatory applicable legal provisions or court or supervisory order and the receiving party has immediately informed the other party in writing about the respective obligation and has given the other party sufficient opportunity to take extrajudicial or judicial measures against the surrender;
− Employees and subcontractors must know them in order to implement the agreement and were immediately bound in writing to secrecy in accordance with the rules of this section before handover;
− The confidential information is made available to the advisers of the receiving party in connection with the interpretation or execution of the contractual documents or a dispute arising therefrom and the adviser has previously undertaken in writing to the receiving party to maintain confidentiality or is already bound by professional secrecy; or
− The information and documents are or become publicly available without this being due to a breach of contract by the other party, or the receiving party has received them from third parties authorised to disclose them to the public.
11. Hylink act exclusively as independent contractor. Nothing in an order including these GTC creates a relationship between employer and employee, principal and representative, shareholder or the like between the client, Hylink or any of its affiliated companies or employees.
12. All orders, including these GTC, are subject to German law, excluding the conflict of laws provisions. The exclusive place of jurisdiction for disputes arising from an order including these GTC is Munich, Germany.
13. Should a provision contained in these GTC be or become invalid or should a loophole be found, this shall not affect the validity of the remaining provisions. The ineffective provision or the loophole shall be deemed replaced by the effective provision which comes closest to what the client and Hylink would have agreed if they had recognised the ineffectiveness or the loophole. This shall apply in particular if a provision is ineffective because it deviates from what is legally permissible in terms of measurement and degree.