General Terms and Conditions

1. General Conditions

1.1 These general conditions are valid for the CLOUD PILOT GmbH, hereinafter called CLOUD PILOT. Delivers, Services and Offers by CLOUD PILOT are carried out exclusively on the basis of these general conditions, except more specified conditions by CLOUD PILOT , e.g. in the case of sale of standard software, are being applied. In such a case, the more specific conditions are prior to these conditions. Other contract conditions of the customer are not contents of the contract, even when CLOUD PILOT doesn't dissent those explicitly.

1.2 Although this might not be mentioned again in similar contracts, the general conditions by CLOUD PILOT are valid in the most recent version, except the contract partners agree on something else.

2. Offer and Conclusion of Contract

2.1 Offers by CLOUD PILOT are without engagement and non-binding, except the offer has been proclaimed as binding in written from. A legal binding only comes into existence when signed by both parties or by a written order confirmation also when CLOUD PILOT starts with providing the service according to the contract.

2.2 Employees of CLOUD PILOT are not entitled to make verbal supplementary agreements or to give verbal assurances exceeding the contents of the written contract.

3. Time of Performance

3.1 Statements concerning time of delivery and service are not binding, unless CLOUD PILOT has assured those to be binding in written form.

3.2 Deliver deadlines start by both parties signing the contract or by sending the contract confirmation by CLOUD PILOT. Delivery deadlines are maintained when the delivery item is being sent within the period.

3.3 If the contract partners agree on further services after signing the contract, which have an impact on the agreed upon deadlines, the deadlines will extend for an appropriate time period.

3.4 Dunning and setting deadlines have to be handed in in written from in order to be valid. A respite has to be appropriate. A deadline of less than two weeks is only appropriate in emergency cases.

4. Force Majeure

4.1 Changes in delivery and service due to force majeure and incidents, which impede or make the the delivery by CLOUD PILOT not only temporarily impossible – this particularly applies to strikes, lockouts, official directives and so on, also if they occur at delivers of CLOUD PILOT or the subsuppliers of these-, CLOUD PILOT doesn't have to meet binding agreed upon deadlines and appointments. This also applies when CLOUD PILOT is already behind schedule. CLOUD PILOT has the right to delay postpone the delivery or service according to the period of hinderance in addition to an appropriate .. or to retreat partially or entirely from the contract.

4.2 If the hinderance extends the period of three months, the customer is authorized to retreat – after an appropriate grace period - from the part of the contract that hasn't been completed. If the delivery time extends or CLOUD PILOT is freed from its responsibilities, the customer can't affiliate claims for damages. CLOUD PILOT can only invoke on the named circumstances when having informed the customer immediately.

5. Payment

5.1 If not indicated otherwise, CLOUD PILOT is bound to the prices included in their offers 30 days from their date.

5.2 Deliveries and services which are not mentioned in the contract or the order confirmation ( e.g. deliveries of products, trainings, briefing and so on) are invoiced separately.

5.3 The customer pays CLOUD PILOT the remuneration that has been declared in the contract or order confirmation plus value added tax.

5.4 If not indicated otherwise, bills provided by CLOUD PILOT are to be paid without deductions within 7 days of invoice date.

5.5 If the customer doesn't effect the due payment or does not pay in due time, he/she has to pay 8% interest above the base interest rate (§ 288 Abs. 2 BGB).

5.6 Accidental loss of the object of agreement after passing of risk doesn't release the ordering party from its obligation to pay.

5.7 The customer is only entitled to charging and retention, if the counterclaims are legally valid and undisputed.

6. Warranty

6.1 The customer is obliged to check all the delivered items for completeness and proper functioning immediatley after delivery. He will give notice (of any defects) to CLOUD PILOT straight away, preferably in written form, or hand in a written notice ex post if necessary.

6.2 Defects that occur later will immediately be notified by the customer. The report may first take place orally, but should be repeated in written form not later than the next working day. The report has to be so detailed that CLOUD PILOT is able to start with the supplementary performance.

6.3 If the custmer complains of defects according to 6.1, respectively 6.2, CLOUD PILOT will proceed as follows:

6.3.1 Within the supplementary performance CLOUD PILOT is entitled to eliminate defects according to your choice by amendments or by a new delivery. The customer can demand a new delivery within the period, if the removal of defects is unacceptable to the customer or CLOUD PILOT refuses the removal of defects. The removal of defects can also take place by CLOUD PILOT by telephonic, written or electronical instructions.

6.3.2 If CLOUD PILOT is not successful with the supplementary performance within an appropriate period defined by the customer, that at least enables two attempts of supplementary performances, or the second attempt fails and CLOUD PILOT does not deliver afresh or respectively declines both types of supplementary performances, the customer can make use of further legal rights, of his/her choice reduction or withdrawal from the contract.

6.3.3 Setting the deadline by the customer is dispensable, if this is not reasonable anymore, especially when CLOUD PILOT has declined the supplementary performance definitely and seriously or if the supplementary performance has failed.

6.3.4 Additionally, the customer can – if CLOUD PILOT is at fault – claim damages instead of the performance according to regulation 7 or enforce a substitute for the performance.

6.3.5 The right to withdrawal and damage compensation instead of the entire service only applies in the case of grave deficiencies.

6.4 Any additional effort, which results thereby for CLOUD PILOT, that products have been delivered to another place than mentioned as the registered office of the customer in the contract or the order confirmation, rests with the customer.

6.5 In the case of the legitimate withdrawal on the part of the customer CLOUD PILOT is entitled to demand an appropriate reimbursement for the derived use in the past until the recission of the contract.

6.6 Demands of the customer due to defect of material or title are not applicable if the customer made modifications on the product without explicit approval of CLOUD PILOT in writing. This does not apply insofar as the customer is able to explain and prove that the changes have no bearing with the occurred defects and do not impede the analysis and the elimination of the defects significantly. Instead of a denial of the supplementary performance in this case CLOUD PILOT can claim aggravation of service und therewith additional effort, if CLOUD PILOT acts despite of those changes.

6.7 The enforcement of further claims for defects, subject to claims for damage compensation regulated in cypher 7, is excluded.

7. Liability and Limitation

7.1 CLOUD PILOT is liable for damages from any legal argument to the extent of these provisions.

7.2 CLOUD PILOT's liability for damages that have been caused by CLOUD PILOT or one of its assistants or one of its legal representatives intentionally or out of serious negligence, is unlimited.

7.3 In the case of damage resulting from the injury of life, body or health, the liability is unlimited, even in the case of an ordinarily negligent breach of duty on the part of CLOUD PILOT or one of his legal representatives or assistants.

7.4 In the event of breach of fundamental contractual obligations, which initially enable the implementation of the contract and on which compliance the customer may trust regularly, the liability of CLOUD PILOT, provided that none of the cases 7.2 and 7.3 are involved, is limited to the contract-typical, fore-seeable damage.

7.5 Any additional liability for damages, particularly if we are not at fault, is excluded.

7.6 The liability according to the German product liability act (»Produkthaftungsgesetz«) remains unaffected.

7.7 Should a damage be caused both CLOUD PILOT and the customer, the customer shall accept responsibility for his contributory negligence.

7.8 For claims for refund of the purchase price due to termination or reduction, the statute of limitations accounts one year after the delivery of the products, however no less than three months from the submission of the effective declaration of termination or reduction.

7.9 The statute of limitations for further claims arising from material defects accounts one year.

7.10 In the case of claims for damage compensation or replacements of futile expenditures the statute of limitations accounts one year starting with the date at which the customer became aware of the circumstances or acquired such knowledge without gross negligence.

7.11 The statutory periods of limitation always apply in cases of claims for compensation and reimbursement of expenditure resulting from gross negligence, warranty and malice as well as for the cases 7.3.

8. Reservation of Title

8.1 Until all of the claims have been fulfilled (including all claims on current account balances) to which CLOUD PILOT is entitled from the customer now or in the future for any legal reason, CLOUD PILOT shall be granted the following security that shall be released on request of CLOUD PILOT as soon as the security's value exceeds 20% of the claims after receipt.

8.2 The products shall remain the property of CLOUD PILOT until paid in full and all due demands, which CLOUD PILOT derives from the business relationship, have been met. The customer is entitled to process and sell reserved goods in ordinary business as long as the customer is not overdue on payment. Pledging or chattel mortgaging is not permitted. Claims regarding the reserved commodity arising from resale or another legal reason (insurance and disallowed dealings) the customer cedes already now in full as security to CLOUD PILOT. The customer is entitled on a revocable basis to collect the assigned claims transferred to CLOUD PILOT in his own name. Such authorisation for collection can only be revoked if the customer does not meet his payment obligations in the proper form.

8.3 In the case of access to the reserved commodity by third parties, the customer will point out CLOUD PILOT's ownership and notify CLOUD PILOT immediately, so that CLOUD PILOT can assert its property rights. Should the third party not be in a position to refund CLOUD PILOT for court and out-of-court costs arising in this context, the customer shall be held liable.

8.4 In the case of behaviour contrary to the contract by the customer - in particular default in payment - CLOUD PILOT shall be entitled to withdraw from the contract and to demand the return of the conditional commodity.

9. Subsidiary Agreements, Contract Modifications and Amendments, Form

Subsidiary agreements, contract modifications and amendments must be in writing to obtain legal effect. The communication in text form – particularly E-mails and faxes, shall also satisfy the written form requirement. This provision on the written form can only be overturned by an agreement in writing.

10. Legal Venue, Choice of Jurisdiction, Contractual Language

10.1 The place of fulfilment and exclusive jurisdiction for all possible disputes from and in connection with this contract shall be CLOUD PILOT's business location.

10.2 The law of the Federal Republic of Germany is valid with the exception of the UN Convention on Contracts for the international Sale of Goods.

10.3 The contractual language is German.

11. Privacy Policy

CLOUD PILOT stores the customer's information required for processing the transaction in compliance with legal data protection provisions. The data will be used for market research in the scope of the legal provisions. The data will not be passed on to third parties.

12. Severability Clause

If any provision of this agreement contains a gap or a regulation is entirely or partially ineffective, the validity of the remaining regulations will remain inviolate. The provisions thus rendered invalid shall in that case be interpreted or replaced by legal provisions which ensure that the legal and economic purposes originally intended by the contract partners are achieved to the greatest extend possible. The same shall apply if the contract contains a loophole.