Convenience translation. The German version (AGB) is the legally binding text — switch to DE in the header to read it.
These General Terms and Conditions govern all legal relationships between aboutcontent GmbH (hereinafter “about:content”) and its customers (hereinafter “the Customer”) regarding the provision of services as well as the results (custom software, concepts, etc.) developed in the course of those services. Terms and conditions of the Customer that deviate from these provisions do not apply. Counter-confirmations referring to the Customer’s own terms of business and/or purchasing conditions are hereby expressly rejected.
§1 Authorship
§ 1.1 about:content is deemed the author of, or holds the exclusive rights of use and exploitation under copyright to, the results produced in the course of the service.
§ 1.2 The involvement of the Customer’s employees in the course of the service does not give the Customer any copyright in the results.
§2 Right of use
§ 2.1 Unless otherwise agreed in the contract, about:content grants the Customer, upon delivery of the service, the non-exclusive, geographically unrestricted, transferable right — exercisable in any environment (including any system environment) — to use the service results:
- to use them, in particular to store and load them permanently or temporarily, to display and run them, including where reproductions are necessary for this purpose,
- to modify, translate, edit or otherwise transform them,
- or to have them used, edited or operated by third parties on the Customer’s behalf — to use them not only for the Customer’s own purposes but also to provide services to third parties.
§ 2.2 If the Customer exercises, in whole or in part, the right to transfer the right of use in the service results, or grants third parties use under its sublicensing or distribution right, the Customer must impose its contractual obligations regarding the content and scope of the rights of use on the third party.
§ 2.4 Where the Customer has transferred its rights of use to the third party, it is no longer entitled to use them. However, the Customer is entitled to retain and use a copy solely for verification and archiving purposes.
§ 2.5 Beyond the rights of use granted by this or a separate agreement, the Customer acquires no rights whatsoever in the results.
§3 Inventions
§ 3.1 Unless otherwise agreed in the contract, the following applies to inventions by about:content made in connection with performance of the contract: about:content may freely dispose of the invention and the rights arising from and connected with it, and may register the invention as a patent or utility model.
§ 3.2 about:content hereby grants the Customer, free of charge, a simple, non-exclusive, transferable, sublicensable right of use with effect in rem to patents and utility models now or in future applied for or granted, in connection with the use of the service results affected by the invention.
§ 3.3 Where this is insufficient in an individual case, about:content grants rights of use to the extent necessary for the Customer or an authorised third party to exercise the rights in the service results in accordance with the contract.
§4 Confidentiality
§ 4.1 The Customer undertakes to maintain secrecy regarding the content, conception and implementation of the services performed by about:content, in particular programming.
§ 4.2 The contracting parties undertake to keep permanently secret all information that becomes known to them in connection with this contract and that is designated as confidential or recognisable as a trade or business secret from other circumstances, as well as the content of this contract and its annexes; not to pass it on to third parties, record it or otherwise exploit it, unless the other contracting party has expressly consented in writing. This applies explicitly to pricing terms as well.
§ 4.3 The contracting parties shall ensure, through appropriate contractual arrangements with their employees or the persons working for them, that those persons also refrain from any exploitation, disclosure or recording of the information to be kept secret.
§ 4.4 The Customer’s documents made available will be destroyed after completion of the assignment or returned on request.
§5 Liability
§ 5.1 about:content is not liable for damage to software or hardware or for financial loss arising from its services, unless such damage is based on grossly negligent or intentional conduct by about:content itself, its vicarious agents or its legal representatives.
§ 5.2 about:content is liable for the breach of obligations that are of particular importance for achieving the purpose of the contract (cardinal obligations); in that case liability is limited to the amount of typically foreseeable damage.
§ 5.3 Liability of the contractor towards third parties in connection with sublicensing or distribution is excluded.
§6 Performance
§ 6.1 The place of jurisdiction for all disputes arising from or in connection with contracts subject to these terms, and the place of performance, is Dortmund.
§ 6.2 The work is performed by employees of about:content or by employees of companies listed as partners in the respective offer. Should employees of further subcontractors beyond the companies named in that offer be deployed, about:content will obtain the Customer’s approval.
§7 Final provisions
§ 7.1 An offer submitted by about:content automatically loses its validity, without further notice and absent any other agreement, 60 days after submission.
§ 7.2 With regard to all legal relationships arising from the contract and to these terms, the parties agree to the application of the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods and German and European private international law.
§ 7.3 The Customer may not assign rights or obligations under this contract to third parties without the written consent of about:content.
§ 7.4 Should one or more provisions of this contract be or become invalid, this shall not affect the validity of the remainder of the contract. The invalid provision(s) shall instead be replaced, by way of supplementary contractual interpretation, with one or more legally effective provision(s) that come as close as possible to the economic purpose evidently pursued by the parties with the invalid provision(s). The same applies to filling any gaps in the contract.