General Terms and Conditions for Consulting and Services of Ocean Advice GmbH
These General Terms and Conditions apply to all consulting and services provided to a customer on the basis of an order or order confirmation and, if available, a specification by Ocean Advice GmbH ("Ocean Advice "). Order, order confirmation and, if available, the specifications are collectively referred to as "contract" within these terms.
Section 1 — Type and scope of advice and services
- Ocean Advice provides consulting and services to support customers in the maritime sector, vessels of all kinds, as well as stationary houseboats. The type, place, time and scope of the consulting and services are determined in the respective contract / order.
- Ocean Advice does not provide legal and/or tax advice. If necessary, clients are instructed to consult a lawyer and/or tax advisor.
- Ocean Advice provides the consulting and services in accordance with this contract/order according to the current state of knowledge at the time of conclusion of the contract.
- Ocean Advice is entitled to have individual services also provided by sub-service providers. In doing so, Ocean Advice shall ensure that all requirements of the contract/ order with the customer applicable to the part to be executed by the sub-service provider become part of the contract that Ocean Advice concludes with the respective sub-service provider.
- Works contract services are not owed by Ocean Advice unless the contracting parties have expressly agreed on anything different.
Section 2 – Customer's participation services
- The customer will coordinate the subject matter of the contract in detail (including the nature and scope of the service owed as well as the duration of the service and deadlines) with Ocean Advice and provide Ocean Advice with reasonable assistance in the provision of the consulting and services. In particular, it will provide it with the necessary information and documentation in full and in good time and shall ensure that Ocean Advice has a sufficient number of suitable contacts with the necessary expertise.
- For the testing and evaluation of the suitor and performance of third-party systems (motors, instruments, sails, etc. ) the customer is solely responsible, even if they have been recommended by Ocean Advice. This shall not apply if the audit and evaluation is due under the Ocean Advice Treaty; in that regard, Ocean Advice remains responsible for the accuracy of the third-party system audit of the state of which they were at the time of Ocean Advice's audit.
- The customer will grant Ocean Advice access to its boats or maritime buildings, movables to the extent necessary for the provision of services by Ocean Advice.
- Further obligations of cooperation of the customer may be agreed in the respective contract.
- In the event of breaches by the Customer of its obligations to cooperate, any performance periods to be observed by Ocean Advice shall be extended by the delay caused by the breach. In addition, Ocean Advice shall be released from its obligation to perform if it no longer has originally planned resources (resources, personnel) as a result of the breach of duty to cooperate and/or delays as a result of this delay. Additional expenses incurred by Ocean Advice as a result of the breach of obligations to cooperate shall be reimbursed by the customer at an appropriate level.
Section 3 — Rights to the embodied services Results
- Insofar as Ocean Advice services in the form of designs or engineering relevant service results usually in whole or in part as so-called Provide a single license. In doing so, the customer is granted the simple, permanent and non-transferable right to use the results thus provided for the purposes agreed in the contract.
- In all other cases Ocean Advice grants the customer the non-exclusive, permanent and non-transferable right to use the services provided under the contract, embodied consulting and services, insofar as this results from the purpose and scope of use of the contract and unless the contracting parties have agreed otherwise therein.
Section 4 – Compensation
- The consulting and services provided by Ocean Advice are remunerated according to time. Material expenses are remunerated separately. Customer-responsible waiting times for Ocean Advice employees are remunerated like working hours. Travel expenses and expenses, which Ocean Advice has to pay to its employees employed in these services in accordance with the respective travel expenses regulations of Ocean Advice, will be charged to the customer.
- Compensation for the performance of consulting and services is based on a fixed price per person's day agreed in the contract. One person's day includes 8 hours including breaks. Additional time, surcharges for work on weekends and public holidays and ancillary costs are to be paid separately.
- Unless expressly stated otherwise, Ocean Advice offers provide non-binding estimates of the cost and time required by expert calculation.
- The services provided by Ocean Advice will be duly invoiced to the customer on a weekly basis and/or at the latest after completion of the services.
- The prices are purely net plus the applicable statutory value added tax.
- The customer is only entitled to set-off if his counterclaims are legally established, undisputed or acknowledged in writing by Ocean Advice. A right of retention of the customer is excluded, unless the counterclaim of the customer comes from the same contractual relationship and is legally established, undisputed or acknowledged in writing by Ocean Advice.
Section 5 – Payment periods/delay
- The invoices are due for payment immediately within 10 days of receipt of the invoice by the customer without deduction.
- If the customer is in default with a payment in whole or in part, Ocean Advice is entitled to pay the statutory interest of 8% p.a. from the time of default. above the base interest rate.
- In the event of a delay by the customer, Ocean Advice is entitled to withhold its services. Ocean Advice will only perform any outstanding services during the Customer's delay against advance payments or security.
- In principle, until full payment of Ocean Advice's claims, the accelerated right of attachment to the movable property, which is also the subject of the contract, is valid.
Section 6 – Qualitative performance disruption
- If the consulting and service is not provided in accordance with the contract or incorrectly and Ocean Advice is responsible for this, Ocean Advice is obliged to provide the service in accordance with the contract within a reasonable period of time at no additional cost to the customer. The prerequisite is a prior complaint by the customer, which must be made immediately, but at the latest within 2 weeks after knowledge, in text form to Ocean Advice and describe the breach of duty in as much detail as possible.
- If the contractual provision of the service for reasons for which Ocean Advice is responsible, even within a reasonable grace period expressly to be set by the customer, is not possible in substantial parts, the customer is entitled to terminate the contract without notice. In this case, Ocean Advice shall be entitled to compensation for the services provided under the contract until the termination takes effect.
Section 7 – Liability
- Ocean Advice is not liable for slightly negligent breaches of duty, provided that these do not concern damage resulting from injury to life, body or health or claims under the Product Liability Act are affected. Furthermore, liability for the breach of obligations, the fulfilment of which enables the proper execution of the contract in the first place and on whose compliance the user may regularly rely ("essential contractual obligations" remains unaffected. In the event of a breach of essential contractual obligations, however, claims for damages by the customer are limited to the compensation of typical contractual, foreseeable damages. The same limitations of liability apply to breaches of duty by Ocean Advice' legal representatives and vicarious agents.
- Claims for damages against the other contractual partner shall be time-barred in accordance with the statutory provisions, but no later than three years after the breach of duty or the tort. This does not apply to cases where liability is made for intent.
- In the event of loss of data, Ocean Advice shall only be liable for the effort that would have been necessary for the restoration of the data if the customer had properly backed up the data.
- In principle, the employees or subcontractors are excluded from any liability towards the customer which vessels of any kind have to move or move for the customer in order to fulfil the tasks of the contract / order, provided that they are in possession of a valid license.
Section 8 – Data Protection
- Ocean Advice collects, processes and uses personal data only to the extent that this data is necessary for the establishment, content, processing, fulfilment and modification of the contractual relationship established with the customer and/or to the extent that the customer has consented to the data collection, processing and use.
- Ocean Advice , its employees and, if applicable, Sub-service providers are obliged to maintain the confidentiality of data.
- The customer agrees that Ocean Advice uses cloud services to provide the services owed in each case and that personal data of the customer may also be transferred to servers that are used in countries such as: the United States, which do not offer the same level of data protection as Member States of the European Union.
- Insofar as the customer has given his consent to the collection, processing and/or use of his data, the customer can revoke his consent at any time with effect for the future. The recipient of the revocation is Ocean Advice GmbH.
- Insofar as Ocean Advice processes personal data from the customer's area in connection with the contractual services, this is done on behalf of and on written instructions of the customer. To this end, the Contracting Parties will conclude a separate contract for the processing of order data. The customer will be able to data subjects that they are passing on their data to Ocean Advice and obtain appropriate consent, which also covers the use of the data of the cloud services.
Section 9 – Confidentiality
- Ocean Advice undertakes to keep confidential about all business and trade secrets of the customer that have become known in the course of its contractual activity; such secrets are all information that is not generally available.
- Ocean Advice is only entitled to publish work results with the prior written consent of the customer; in the case of publication in anonymised form, the customer's consent is unnecessary. Ocean Advice has the right to use the project including a short description as well as the name and logo of the customer as a reference in its own physical and/or digital sales documents including its own websites.
Section 10 — Prohibition of third-party recruitment and employment
- The customer undertakes not to recruit any Employees of Ocean Advice and/or to employ any third parties in any form.
- This prohibition shall apply for the duration of the respective agreed contract and for a further two years beyond the term of the contract.
- This also applies to the subsequent commissioning of subcontractors
Section 11 – Final Provisions
- Ocean Advice reserves the right to amend these General Terms and Conditions retrospectively. In this case, Ocean Advice will notify the customer of the changes in good time (at least six weeks) in advance. If the customer does not object to the changes six weeks after receipt of the notification, these will be deemed to have been accepted by the customer. If the customer objects to the changes, Ocean Advice has the right to terminate the contractual relationship with the customer without notice. In the notification of the changes, Ocean Advice will also inform the customer of the possibility of opposition and the legal consequences of the failure to object.
- The Customer's General Terms and Conditions of Business or Delivery do not apply in addition to these General Terms and Conditions.
- Should individual provisions of these General Terms and Conditions be or become ineffective or in need of supplementation in whole or in part, the validity of the remaining provisions shall remain unaffected. The Contracting Parties will agree on a new regulation which comes closest to the intended economic purpose, in place of the ineffective or supplementary provisions.
- The General Terms and Conditions are subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the Sale of Goods.
- If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction is the registered office of Ocean Advice , currently Koper, Slovenia. However, Ocean Advice remains entitled to sue the customer at the place of jurisdiction applicable to this general jurisdiction.