TRIACOS Consulting & Engineering GmbH
An den Gaerten 9
92665 Altenstadt a. d. Waldnaab - Germany
Telephone: +49 9602 94455-0
Telefax: +49 9602 94455 299
Managing Director: Christian Gradt
Registered office: Altenstadt/WN
Commercial Register Court: Weiden i.d.OPf., HRB 3394
AERA MEDIA GmbH
City Center Weiden - Turm B - IV.Stock
Telephone: +49 961 470379-10
Telefax: +49 961 470379-11
1. Online content.
The author assumes no responsibility for the up-to-date nature, correctness, completeness or quality of the information provided. Liability claims against the author related to claims of a material or intangible kind that were caused by the use or non-use of the presented information or by the use of incorrect and incomplete information are fundamentally excluded unless deliberate or gross negligence by the author can be proven.
All offerings are subject to change and are non-binding. The author expressly reserves the right to change, supplement or delete individual pages or the complete online offering without prior notice or to discontinue publication temporarily or permanently.
2. References and links
As regards direct or indirect references to external websites (hyperlinks), which are outside the area of responsibility of the author, liability would only be assumed if the author had knowledge of their content and if it was technically possible and feasible to prevent their use in case of illegal content.
The author explicitly states herewith that, at the time the links were inserted, no illegal content was recognizable on the linked sites. The author has no influence on the current and future design, content or authorship of the linked web pages. Therefore, the author hereby expressly dissociates himself from all content of the linked web pages that have been changed since the links were inserted. This statement is valid for all links and references within the author's own website as well as for any contributions from third parties in guest books, discussion forums, and mailing lists which have been set up by the author. Liability for illegal, erroneous or incomplete content and, in particular, for any damage resulting from the use or non-use of information presented in such manner lies exclusively with the provider of the web page to which reference is made and not with the party merely referring to such published material by means of links.
3. Copyright and trademark law
In all publications, the author has made every effort to observe copyright laws concerning all graphics, audio documents, video sequences and texts used, to use graphics, audio documents, video sequences and texts created by the author or to resort to graphics, audio documents, video sequences and texts that are license-free.
All trade and brand marks that appear in the internet offering, and which may be protected by third parties, are subject in full to the terms of the relevant copyright law and the right of ownership as applied to the registered owner in each case. The sole fact that such trademarks are cited shall not be deemed to indicate that they are not protected by third party rights.
The copyright for published material created by the author remains solely the property of the author of the web pages. Any reproduction or use of such graphics, audio documents, video sequences and texts in other electronic or printed publications is not permitted without the express consent of the author.
4. Data protection
If it is possible to enter personal or business data (e-mail addresses, names, mailing addresses) within this website, the disclosure of such data by the user occurs on an expressly voluntary basis. The use and payment for all services offered is - as far as this is technically possible and reasonable - permitted also without disclosure of such data or through the use of anonymized data or a pseudonym. The use by third parties of contact data published in the imprint/legal notice or similar, such as postal addresses, telephone and fax numbers and e-mail addresses, for transmitting not specifically requested information is not permitted. The right to take legal steps against the senders of spam mails which violate this prohibition is expressly reserved.
5. Legal validity of this disclaimer
This disclaimer is to be regarded as part of the internet offering which you were referred from. If sections or individual formulations of this text do not comply, no longer comply, or do not comply fully with the current legislation, the content or validity of the other parts remain unaffected by this fact.
The present Terms and Conditions apply to the provision of IT services by TRIACOS Consulting & Engineering GmbH, an den Gärten 9, 92665 Altenstadt a. d. Waldnaab (hereinafter referred to as "TRIACOS")
A. Scope of application
1. These general terms and conditions (hereinafter referred to as "GTCs“) apply to all projects carried out by TRIACOS Consulting & Engineering GmbH (hereinafter referred to as "TRIACOS“) and IT services provided to and used by the Client. If agreed, the special terms and conditions for contracts for work and services shall apply additionally.
2. Our offers are geared only to legal entities or partnerships with legal capacity which use IT services of TRIACOS in the exercise of a commercial or independent activity.
3. Any deviating or supplementary general terms and conditions or other purchasing conditions of the Client are expressly ruled out even if they do not contradict these GTCs. A reference by TRIACOS to a letter which contains or refers to business terms and conditions of the Client or a third party does not constitute such explicit consent.
4. Any agreements deviating from these GTCs must be made in writing.
B. Subject matter of the contract
1. The subject matter of these GTCs is the provision of IT services such as work and services by TRIACOS. The details of the performance of services such as service objectives, subject matter, scope, content, locations, professional and technical conditions as well as the remuneration to be paid for such services shall be agreed by the parties in a separate document. In this context, the parties shall in particular also determine whether TRIACOS is to provide work or service.
2. Unless explicitly stated otherwise in an offer, all offers are subject to change.
C. Provisions of services
1. TRIACOS is entitled to engage subcontractors for the provision of services. The Client will be informed of this in advance.
2. TRIACOS provides the services on the basis of the acknowledged state of the art.
3. As far as delivery or service dates are mentioned, they will be binding only if TRIACOS has designated them as binding in writing.
4. Delays in performance caused by force majeure or circumstances beyond the control of TRIACOS which make it considerably more difficult or temporarily impossible for TRIACOS to perform will extend contractual deadlines and binding delivery dates by the periods of the hindrance. In addition to natural disasters, these especially include unforeseeable shortages of materials, industrial disputes and external interruptions of operations.
D. Change in services
1. Should the Client suggest additional changes to the agreed services after the conclusion of the contract, TRIACOS shall immediately inform the Client whether such changes are possible and what the ramifications are on the contractual services, especially on service dates and the agreed remuneration.
2. If the change request requires a detailed examination by TRIACOS, the Client shall bear the costs of this examination. The Client will be informed by TRIACOS in advance about the estimated duration and costs of this detailed examination, the preliminary assessment of the prospects of implementation and, if available, the approximate effects on the contract, in particular on deadlines and the agreed remuneration.
3. The contractual services by TRIACOS will continue unchanged during the ongoing service change procedure unless the Client instructs TRIACOS to stop or restrict the work until the decision on the service change has been made.
E. Remuneration and due date
1. For the services rendered by TRIACOS, the Client shall pay the remuneration agreed upon in a separate document or the remuneration which is evident from the valid price list of the Provider. All prices are quoted without the statutory value added tax.
2. As far as remuneration according to time expended was agreed upon, TRIACOS shall present a monthly statement of the work performed during the previous month to the Client and issue an invoice on this basis. If remuneration at a fixed price has been agreed, such remuneration is automatically due at the end of the respective month. If a separate payment plan has been agreed, the advance payments shall be made in accordance with this plan.
3. Travel necessary in connection with the services of the Supplier is not included in the remuneration agreed for such services. Such travel will be invoiced separately as agreed specifically after the order has been placed. Travel times are considered working time and will be invoiced at 50 % of the respective daily rate.
4. Unless otherwise stated above, all invoices are due in cashless form and without deduction no later than 14 days from receipt to a bank account specified by TRIACOS. The date on which the invoice amount is credited to the Provider is decisive for observance of the payment deadline.
F. Obligations to cooperate and to provide information
1. The parties are mutually obliged to respect the rights, legal assets and interests of the other party. Unless explicitly agreed otherwise, the Client's obligations to cooperate shall be fulfilled without any claim to remuneration.
2. The Client shall support the services of the Provider by appropriate cooperative actions. In particular, the Client shall provide the Provider with the necessary information and data free of charge. As far as this is necessary for the performance of the service, the Client shall allow the employees of TRIACOS access to its business premises during the usual business hours to the necessary extent or, if required, remote access to the relevant systems.
3. Insofar as TRIACOS provides contractual services within the Client's IT infrastructure, it is the sole responsibility of the Client to set up a sufficiently dimensioned hardware and software environment as well as sufficient technical and organisational security measures to secure the data and systems against unintentional accidental loss or targeted attacks of any kind. The security measures in this regard implement the confidentiality, integrity and availability of all data and services. Their installation reflects the state of the art and is at the discretion of the Client with regard to their specific implementation.
4. TRIACOS shall be entitled to charge for futile efforts as a result of the fact that services or data are not or no longer available due to an insufficient hardware and software environment or insufficient technical and organisational security measures.
5. The Client grants the Provider access to the services for the purpose of troubleshooting and correction which may be directly and/or by remote access.
6. The Client shall take reasonable precautions in the event that software does not function properly in whole or in part (e.g. by daily data backups, fault diagnosis, regular checking of data processing results).
7. Markings on the work product, in particular copyright notices, trademarks, serial numbers or similar may not be removed, changed or made unrecognisable.
8. As far as TRIACOS is prevented from providing its services due to the Client's failure to fulfil the above-mentioned duties of cooperation and information in accordance with the contract, TRIACOS shall not be responsible for any resulting deficiencies in performance. The same applies for any contractual penalties. The Client is at liberty to prove that the damage would have occurred irrespective of its own cooperation.
9. The Client shall reimburse TRIACOS for any expenses incurred by TRIACOS due to the Client's failure to perform its obligations or to perform them in due time according to this clause. This does not apply if the Client is not responsible for its own breach of duty. The foregoing is without prejudice to further legal remedies and claims that may exist in favour of TRIACOS.
1. According to the law, TRIACOS is liable for damages resulting from personal injury, for damages based on the product liability law, for damages caused by malicious behaviour or intent, as well as for damages caused by gross negligence of the legal representatives or executives of the Provider.
2. Notwithstanding the above clause, TRIACOS shall be liable only up to the amount of the foreseeable damage typical for the contract, for damages resulting from a simple negligent violation of essential contractual obligations, as well as for damages caused by ordinary vicarious agents of the Provider through gross negligence. Essential obligations are obligations the fulfilment of which makes the proper execution of the contract possible in the first place and the compliance with which the Client may rely on. Taking into account the nature and scope of the services to be provided under this contract, the parties agree a maximum liability amount per claim of EUR 100,000.00 (EUR 200,000.00 per calendar year maximum) for liability under this clause. Any further liability of TRIACOS is excluded, unless otherwise expressly stipulated in these terms and conditions.
3. Contributory negligence of the Client will be taken into account.
4. The aforementioned limitations of liability also apply to the personal liability of the employees, representatives and/or officers of TRIACOS. The above provisions shall also apply to the liability of TRIACOS with regard to the reimbursement of futile efforts or indemnification obligations.
5. If TRIACOS is held liable by third parties due to the actual or alleged infringement of third-party rights under trademark law, copyright, patent law, design patent law, the law against unfair competition or other industrial property rights, the Client shall indemnify TRIACOS against any claims upon first request. This does not apply if the Client is not responsible for the claim. Such responsibility is presumed. The claim for indemnification also includes the costs of a reasonable legal defence. The Client shall give TRIACOS sufficient opportunity to defend its legally valued interests. The Client is not entitled to recognise claims of third parties without TRIACOS' consent if it does not indemnify TRIACOS against all claims that are a subject matter of the proceedings.
H. Reference list
TRIACOS is entitled to name the Client as such as a reference. This right includes the naming and use of the company logo in a reference list and publication for advertising purposes. The Client can object to such use at any time for the future. However, TRIACOS is not obliged to recall or change advertising that has already been published at the time of the Client's objection.
I. General data protection
1. The parties declare that any processing of personal data is carried out in accordance with the applicable data protection regulations. Insofar as TRIACOS has access to and processes personal data of the Client's employees and third parties in the course of providing IT services, the parties agree separately on the qualification as a processor within the meaning of Article 28 of the General Data Protection Regulation (“GDPR”) as well as the controller as defined in Article 4 no. 7 GDPR.
2. In the event that TRIACOS is to process special categories of personal data and contents within the meaning of Article 9 paragraph 1 GDPR, the Client shall inform TRIACOS separately and immediately.
3. TRIACOS is entitled to collect and evaluate data anonymously in connection with the use of the service for the purpose of improving its products.
1. The parties undertake to treat as confidential and not to make available to third parties any information and other materials of the other party which are marked as "confidential" or are otherwise to be regarded as confidential, in particular information on operational procedures, business relations and know-how (hereinafter “Confidential Information"). Third parties as defined here are not affiliated companies within the meaning of Sections 15 et seqq. of the German Stock Corporation Act (AktG) and subcontractors who have been obligated to maintain appropriate secrecy. In order to protect the Confidential Information, the parties shall apply the same degree of care as for their own confidential information.
2. The confidentiality obligation under this clause shall not apply to Confidential Information (a) which was already in the lawful possession of the receiving party prior to disclosure by the disclosing party; (b) which is or becomes publicly known without breach of duty; (c) which the receiving party has lawfully obtained from third parties without any confidentiality obligations; (d) which is disclosed by the disclosing party to third parties without any confidentiality obligations; (e) which must be disclosed by operation of law; or (g) which may be disclosed with the prior written consent of the disclosing party.
1. Subject to other agreements in the contract documents, there is no minimum contract term. If a minimum contract term has been agreed, it shall be extended by the same term if the contract has not been terminated by one of the parties 3 (three) months before expiry of the minimum contract term or the extended contract term.
2. If the Client has commissioned several services, the parties are entitled to terminate individual IT services subject to the other provisions of these GTCs.
3. If no minimum contract term has been agreed, the IT services can be terminated with a notice period of 3 (three) months.
4. The parties reserve the right to terminate the contract by means of extraordinary termination for good cause. Good cause exists in particular if the parties violate their respective material contractual obligations. Material contractual obligations are those the fulfilment of which is essential for the proper performance of the contract and the compliance with which the contractual partner relies and may rely on. Grounds that entitle TRIACOS to unilateral termination without notice are in particular (i) a default of the contractual partner of more than 30 days for payment of outstanding remuneraiton following a reminder by TRIACOS , (ii) the opening of insolvency or judicial settlement proceedings against one party or (iii) in case of a delay in performance by TRIACOS, if the remedy is unreasonable for the Client in terms of time after weighing the mutual economic performance interests.
5. Any notice of termination must be in writing.
L. Export control
1. If it becomes apparent prior to performance of the service that the fulfilment of the contract by the Provider is hindered by obstacles due to national or international export control regulations, in particular embargos or other sanctions, TRIACOS is entitled to withdraw from the contract. Delays due to export tests or approval procedures will suspend the delivery period unless the Provider can be held responsible for these. In case of continuous obligations, TRIACOS is entitled to terminate the contract without notice if such obstacles become apparent only during the performance of the contract. In the event of withdrawal or termination under this clause, the Client shall not be entitled to claim damages.
2. The Client undertakes to provide any information and documents which are required for the export or transfer of the contractual services for the purpose of delivery and which originate from the sphere of the Client.
3. The Client shall comply with the applicable customs and (re-) export control regulations and obtain the necessary approvals when passing on, transferring or otherwise making available to third parties the contractual services to be provided by the Provider both at national and international level.
4. The contractual services may not be used for military or nuclear purposes..
M. Applicable law, place of jurisdiction and closing provisions
1. TRIACOS reserves the right to change these GTCs at any time if there are sufficient grounds for doing so. Such grounds will especially be assumed in the event of changes in the legal situation, rulings of the highest court or market conditions. TRIACOS shall inform the Client about such a change in text form at least 6 weeks before it is planned to become effective, stating the reasons. The Client may object to the new GTCs at the latest 2 (two) weeks before the planned effective date. If the Client does not object, its consent shall be deemed to have been given. In case of the Client's objection, TRIACOS has the right to choose whether the contract will be continued under the old conditions or whether it is terminated on the date the new regulations come into effect.
2. In the event that any provision of this contract should be invalid or unenforceable in whole or in part, or lose its validity or enforceability later, the validity of the remaining provisions shall not be affected. In place of such an invalid or unenforceable provision, the parties shall agree on an appropriate provision that comes closest to what the parties intended in economic terms.
3. These GTCs are governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
4. As the place of jurisdiction for all disputes arising out of or in connection with this contract, the parties agree on the competent court in Weiden. TRIACOS also has the right to sue the Client at the Client’s general place of jurisdiction.