Terms and Conditions

1. Terms and Conditions

A General Terms and Scope of Conditions applicable

(i) All communication, transaction or legal contraction between the client, further referred to as ’you’
and the acurraent UG (haftungsbeschränkt) shall be governed by and subject to this
agreement exclusively. This agreement is entered up on the declaration of interest in our services
and products by you or with acknowledging it by visiting our website.
(ii) Website shall refer to the content made available to the general public through the domains of
acurraent.com and acurraent.de.
(iii) For all interactions specified in 1. A (iii) shall always the latest available version of the document
referred to as Terms and Conditions applicable.
(iv) The terms and conditions laid out within this agreement are applicable for all present and any
future legal relationships including those of contractual nature.
(v) The acurraent UG (haftungsbeschränkt) rejects any terms and otherwise applicable
conditions outlined on behalf of the client, except if explicitly agreed upon in writing by all chief
officers of acurraent UG (haftungsbeschränkt) legally allowed to do so.
(vi) Should any agreement made within a contract concluded by all contracting parties contradict or
conflict with these general Terms and scope of Conditions, for the area of conflict only the terms outlined in the
specific contract should apply. Any subject of interaction not agreed upon in an individual contract
shall remain governed by this document named Terms and Conditions.
(vii) All interactions of clients with acurraent UG (haftungsbeschränkt) are governed by
the law of the Federal Republic of Germany excluding instances of conflict-of-law governed by
international private law. The court of law is the court at the place of incorporation of acurraent UG (haftungsbeschränkt). The place of incorporation also is the place of execution.
(viii) The general language used within acurraent UG (haftungsbeschränkt) and its
language of communication with clients is English. This also entails contracts and agreements if
not otherwise required by law or explicitly agreed on in written form by all contracting parties.
(ix) If any provision of this agreement becomes invalid or conflicting with German law and is brought
to the attention of the author of this agreement, the author shall replace the invalid provisions with
valid provisions offering the best possible fit for the economic and legal intentions of the author.
The general agreement remains unaffected in force while all parties involved acknowledge and
agree to the changed terms outlined in the affected article.

B Performance and Representation

(i) ’Representation’ means the completion of all tasks deemed appropriate and necessary by the
acurraent UG (haftungsbeschränkt) to fulfil obligations agreed upon in a contract
with you. It includes the communication with 3rd parties on your behalf to deliver the performance
outlined in the contract with you. The confidentiality of your information outlined in section H is
not infringed.
(ii) ’Performance’ means the timely delivery of services and/ or products agreed to be provided in any
individual contract.
(iii) Any contract is product of a non-binding offer providing you with a cost estimate, or if explicitly
stated in a written manner a package price which is binding for acurraent UG (haftungsbeschränkt)
I.G as long as you are providing all necessary information and enable us
performance to perform what you have contracted us for.
(iv) ’Contractor’ refers to the legal entity acurraent UG (haftungsbeschränkt) in the role
it agreed with you upon in a signed document called ’contract’.
(v) The contractor is entitled to outsource entirely or in part to third parties, while it does not relate
you in any form or legal relationship with these 3rd parties assigned with specific tasks by the
contractor.
(vi) Should the performance include social media management or the necessity of any third party
tool and/ or platform you agree to enter these legal relationships and grant the contractor within
the realm of its performance access to the aforementioned accounts. This clause exempts tools
internally used by the contractor independently from any agreement reached with any client.
(vii) The contractor cannot be held liable for a licensed use of these tools. The responsibility to obtain
and retain these licenses during the performance of the contractor remains with the client. The
client agrees to pay any charges in order to obtain such licenses and/ or access to the tools
specified.
(viii) If a concrete representation is referred to as ’posting’ it means the communicated and permitted
publication of material deemed suitable and appropriate by the client.
(ix) acurraent UG (haftungsbeschränkt) cannot be held responsible for any damages or
legal consequences resulting out of the publication of contents outlined in B (viii) .
(x) It is the clients’ responsibility to ensure the legality, technical and/ or physical accessibility,
implementing prerequisites of and for the performance of the contractor.

C Information Accessibility Agreement

(i) Clients should ensure organisational conditions within its business to allow the contractors’
performance to be successful.
(ii) The client agrees to inform and disclose to the contractor on basis of confidentiality by the latter
any previously conducted and/or currently performed consulting or implementation processes within
the legal entity subject of the contractors performance by any other 3rd party.
(iii) The client ensures and guarantees to the contractor that all employees, legal and natural persons
forming or subject to the client are informed of the performance of the contractor prior to its
undertaking.
(iv) After the performance is deemed concluded or has ended by virtue of its limitation to a specified
period, the client shall give notice of acknowledgement otherwise provisions under section F
apply.

D Explication of Good Will and Independence

(i) All contracting parties should act on basis of good will and loyalty.
(ii) By virtue of this agreement the contracting parties agree to take all necessary precautions to
ensure the independence of 3rd parties acting on behalf of the contractor or client. Particularly, any
competing offers with employees, shareholders or subcontractors assigned tasks by the contractor
are agreed to be avoided under any circumstances.
(iii) The contractor remains independent in its actions, cannot be required to follow working hours
mandated or in a location determined by the client.
(iv) Meanwhile, we are committing ourselves to compile a final report of any service undertaken
and/ or product produced for the client within a reasonable period after completion of the tasks.
Unless otherwise explicitly stated in an individual contract that continuous reporting shall not be
mandatory.

E Retainment and Protection of Intellectual Property

(i) The contractor retains ownership of all intellectual property rights to any material produced on
behalf of the contractor by third parties, their employees and the contractor’s employees.
(ii) The intellectual property rights held by the contractor grant the client internal use and all such uses which are specified within individual contracts, of the under such rights protected works. These
uses do not include copyrights and/ or the right of distribution or publication. Even if such rights
may be granted within in individual contracts commits the client to acknowledge the ownership rights of these intangibles by acurraent UG (haftungsbeschränkt) within the copy
and/ or distributed materials. If no consent is given by us in a written and explicit manner, the
client shall be held accountable for any distribution of the contractor’s which shall entitle us to
remuneration of damages occurred. Furthermore, in cases of unauthorised copy and/ or distribution
the contractor cannot be held liable for the accuracy in particular and any claims by third parties
in general.
(iii) The client waives the right to use any material produced by the contractor for PR and/ or marketing
purposes, except materials declared within invoices as ’materials for publication’ which align with
statements made and agreed upon by all contracting parties in individual contracts.
(iv) Thereof, the contractor agrees to utilise its entitlement of usage on any material for its own
marketing and/ or PR purposes only after consultation with the client.
(v) In any case of the client’s violation of this terms, the contractor can prematurely terminate the
contract at its own dispense with immediate effect, but does not limit the contractor to these
action. Additionally, other legal claims, such as for omission and/ or damages, are enforceable
upon termination by the contractor.

F Warranties

(i) The contractor shall be entitled but also obligated to correct any defective inaccuracies in the work
attributable to it, also of such which have surfaced subsequently. It shall be the contractor’s duty to
inform the client of any aforementioned defects and/ or inaccuracies immediately. Any claims are
to expire six (6) months after completion of the particular and specifiable task by the contractor.
(ii) Remedies such as correction of defects, clarification of inaccuracies and any subsequent as well
as similar rectification and/ or correction shall be performed exclusively by the contractor or any
subcontractor at the contractors discretion. Only after the remedy to any defect has agreeably
failed twice the client shall be entitled to claim for price reduction or conversion.
(iii) Remedies to defects, inaccuracies or other may be refused by the contractor if and as long as the
client fails to meet any contractual obligation, especially its obligation to remunerate the contractor
for the work completed. The removal of defects known shall only be claimable until the completion
of the work by the contractor. Any of such claims which are filed to or the contractor is notified
of after the date of completion will have expired to their full extent. This article shall also apply
if the clients actions modify the contractors’ work and/ or the client arbitrages the possibility to
identify remedies to defects by the contractor.

 

G Contractor’s Liability to Damages

(i) The contractor can be held liable by the client for damages, excluding personal injury, only if those
damages are product of intention or gross negligence. The contractor cannot be held accountable
nor liable for profit loss and consequential damages.
(ii) Any claim for damages by the client shall be enforced only within six (6) months after the damaged
party recognised its damage and the party responsible for the damage.
(iii) Claims for damage can only be enforced by the client if the client provides substantial evidence
for the contractor’s involvement being the cause of the damage.
(iv) Claims by the client concerning warranties and/ or damages for work which has been performed
by third parties engaged on behalf of the contractor for the client, shall be limited to the volume
of the assignment.
(v) All claims for compensation of the client shall be limited to the monetary value explicated in the
contract at the time of contraction, but shall never exceed EURO 10,000.

H Confidentiality and Data Protection

(i) The contractor is obliged to maintain absolute confidentiality concerning all business matters it
becomes to know, especially information of practical, technical nature specifying scope, type and
future business undertakings of the client. This excludes publicly available information.
(ii) Moreover, the contractor shall be determined to ensure and enact absolute confidentiality in regards
of 3rd parties over clients customer’s data, the contractors work content and any information gained
through the completion of its work.
(iii) Excluded from this agreement of confidentiality are representatives and any accessory of the
contractor on the condition of imposing the same obligation of confidentiality to the aforementioned
parties.
(iv) The obligation to maintain confidentiality is to persist indefinitely even after termination of this or
any individual contract supplementing this contract. This does not include the legal obligation to
disclose information if ordered by any court of law.
(v) The contractor may be released from its obligation in writing by the client or its legal representatives.
(vi) The client warrants that all legal measures such as declarations of consent have been established
which entitle the contractor to process any personal data the client entrusted the contractor with
for the purposes of its performance.

I Remuneration and Modes of Payment

(i) Terms of payment are outlined in each and every individually entered contract. These terms are
binding and shall be applied. The obligation to pay generally should occur at the time when work
has been delivered. Untouched remains the right of the contractor to render intermediate accounts
and demand of down payments in accordance with the progress of work. All remuneration the
contractor is entitled to is due within 14 working days after rendering the accounts and invoice
sent to clients last known address, e-mail address or other electronic form of transmission.
(ii) The contractor is obliged to provide the client with an account addressing all legal ramifications.
(iii) Cash expenditures connected to the performance of the contractor for any client are to be reimbursed
by the client, in particular such expenses as travel expenditure.
(iv) Should the work agreed on cannot be completed due force majeure, or reasons within the sphere
of the client, as well as in accordance with a premature termination by the contractor under the
conditions outlined in E (v), the contractor is entitled to full remuneration and/ or reimbursement
as agreed on in this contract or any additional individual contracts. Did all contracting parties,
indeed just sign off an hourly rate, shall the client be charged with the approximate expected
amount due.
(v) Any delay of the payment by the client of any due amount, shall release the contractor of any
obligation it entered with the client, if the delay is exceeding the time of a reminder five working
days after the two week period and a two week grace period after the reminder. This does not
affect any claims resulting from default modes, amounts and periods of payment agreed on in the
individual contract.
(vi) The client agrees with the contractor hereby on the acceptance of electronic invoicing by the
contractor.

J Duration of the Agreement

(i) The legal relationship generally terminates with the completion of the contractors’ performance
and received payment, if not any section or article of the Terms and Conditions and/ or any
complimentary contract entered by the contractor with the client specifies otherwise.
(ii) If extraordinary circumstances are given, such as one contracting parties has been found in breach
of this agreement, a force majeure, or any substantial reason the legal relationship either extents
through the liability of one party to any other party involved in any of in these agreement
subsequently specified modes of legal contraction; or terminates prematurely first and foremost in
accordance with this schedule ’Terms and Conditions’.

(iii) All contracting parties declare upon the date this agreement has been received the contract as
legally binding, valid and accurate. While section 1. A (v) is unaffected by the commitment to
inform all contracting parties of any changes, the contractor explicitly commits its actions to a
collaboration of good will.