Terms and Conditions
Terms and conditions for consultancy services in the field of technical computation and simulation
§ 1 Scope of Contract
1.1 Termoflow.com shall perform consultancy services as specified in writing in accordance with the current state of the art.
1.2 The customer shall support termoflow.com to the extent required, in particular provide all required information.
§ 2 Cooperation
2.1 termoflow.com shall name a consultant, the customer a representative. Both shall promptly make all decisions on their authority or provide all authorizations required without delay. The consultant shall record all decisions in writing. The representative shall provide all required information. AircraftDesign.eu shall contact the representative as necessary to ensure the proper performance of the mutual obligations.
2.2 The services shall be performed at the customer's location if necessary, otherwise at Termoflow.com location. In the first case, the customer shall provide termoflow.com's employees with adequate working conditions.
§ 3 Rights of Use
3.1 All rights in the documents and work results arising from the services shall accrue to the customer.
3.2 Termoflow.com shall not be restricted to use the gained know-how and to render similar consultancy services for other customers of termoflow.com, provided termoflow.com complies with §6.
§ 4 Charges and Payments
4.1 If it is agreed to remunerate termoflow.com on the basis of time consumed, working time, travelling expenses and incidental expenses shall be paid in accordance with termoflow.com’s price list valid at the time. Termoflow.com may submit invoices on a monthly basis. Persons engaged by termoflow.com shall fill out detailed time sheets which Termoflow.com shall hand over monthly to the customer if requested. The customer may audit these sheets at any time.
Travel expenses and travel time shall be reimbursed separately even if a fixed price is agreed on.
4.2 Payments shall be due within 30 days after invoicing.
4.3 Duties, taxes and levies including V.A.T. – if applicable – shall be paid by the customer on all prices.
§ 5 Liability
5.1 Termoflow.com – including any person engaged in performing any obligation under this contract – shall be liable for damages under any claim based on normal negligence only if Termoflow.com breaches a basic obligation of the contract which jeopardizes the contract goal (cardinal obligation). In this event, Termoflow.com’s liability shall be restricted to € 5,000.00 or the contract value, whichever amount is higher. The customer may claim a higher maximum, but Termoflow.com may then require a surcharge for the aggravated risk.
5.2 The restrictions shall not apply to the extent the damages are covered under Termoflow.com’s business liability insurance and the insurance company has paid termoflow.com. Termoflow.com agrees to maintain the insurance coverage in effect at the time of the execution of the contract.
5.3 Claims for personal injury shall remain unaffected.
§ 6 Confidentiality
6.1 Termoflow.com shall keep the customer's trade and business secrets confidential as well as all other information designated in writing as confidential. Termoflow.com shall have no obligation with respect to information that is already in its possession, is independently developed or becomes publicly known through no wrongful act of Termoflow.com.
6.2 Termoflow.com is not obliged to keep confidential any ideas, concepts, know-how or techniques related to hard- and/or software services.
6.3 Termoflow.com shall oblige its employees to adhere to the confidentiality obligations.
6.4 Termoflow.com may enter the customer's name into termoflow.com’s list of customers, together with a short description of termoflow.com's performances. All other references that the customer is termoflow.com's customer are subject to the customer’s prior approval.
§ 7 Miscellaneous
7.1 The contract shall constitute the entire agreement between the parties and shall not be altered, amended or cancelled, except in writing and with the consent and signature of all parties concerned.
7.2 The contract shall conform with and be governed by the laws of Germany without regard to its choice of law rules and excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods. Exclusive venue shall be termoflow.com's main place of business.