General terms and conditions

  1. Subject of these Terms and Conditions
    1.1 TALK IP Services GmbH, Fürholzener Str. 5 a, 85386 Eching (hereinafter: "TALK IP"), provides communication services for the public (hereinafter: "Products/Services") to companies as well as legal entities under public law and special funds under public law (hereinafter: "Customers") in accordance with the following General Terms and Conditions (hereinafter: "GTC TALK IP GmbH"). These shall also apply to information, advice and the elimination of faults and concerns of TALK IP in connection therewith.
    1.2 The inclusion of the customer's general terms and conditions of business is objected to.
  2. Deliveries/Services
    2.1 The content and scope of the products/services shall be determined by the order accepted by TALK IP and any other agreements.
    2.2 All offers made by TALK IP are subject to change without notice, unless expressly stated otherwise in the offer.
    2.3 The offer, as well as further documents of TALK IP (e.g. illustrations, drawings, performance specifications, cost estimates, data sheets, etc.) do not contain guarantees within the meaning of § 443 BGB (German Civil Code), but descriptions of performance. TALK IP reserves the right to make deviations which are justified by progress made, even after confirmation of the order.
    2.4 The customer is not entitled to reproduce, copy, make available to third parties or otherwise pass on the offers and other documents referred to in No. 2.3 above without the express prior consent of TALK IP, or to use these documents in a way that is contrary to the interests of TALK IP. 2.5 TALK IP shall be released from its obligation to perform in the event of force majeure. Cases of force majeure include bad weather, war, riots, industrial disputes, interruptions to the power supply, official measures and similar circumstances for which TALK IP is not responsible.
  3. Cooperation of the customer
    3.1 The customer shall not use the products/services of TALK IP in any abusive manner. For example, the customer is not entitled to interfere with the products/services or otherwise access user interfaces provided by TALK IP. Use is limited only to the contractually agreed or legally permissible scope. In the event of a violation of our terms of use or guidelines, or upon discovery of suspected misconduct, we shall be entitled to suspend/terminate the products/services.
    3.2 The customer is obligated to a) notify TALK IP in writing of any changes to its data relevant to the contract, b) immediately notify TALK IP of any errors in the software or the network. TALK IP shall carry out the fault rectification during the operating time c) to cooperate in the fault rectification that I. the fault is indicated and sufficiently described by the customer and can be determined for TALK IP, II .necessary documents for the fault rectification are made available to TALK IP for inspection, III. the customer or a third party commissioned by the customer has not interfered with or changed the software in such a way that the fault has arisen as a result, IV. the software is operated under the intended operating conditions in accordance with the documentation.
    3.3 The Customer shall be liable for charges and damages caused by the use by third parties for which he is responsible.
    3.4 Commercial remarketing is only possible in agreement with TALK IP.
    3.5 The customer shall provide TALK IP employees with all necessary support in their work.
    3.6 If the customer does not provide a required cooperation service, or does not provide it on time or in the agreed manner, the resulting consequences (e.g. delay, additional expenditure) shall be borne by the customer.
  4. Commencement and end of contract
    4.1 The contract shall come into effect through the order placed by the customer in writing or online and the acceptance of this order by TALK IP. Delivery and service dates or deadlines stated in the contracts are generally binding; any exceptions to this must be expressly marked as such.
    4.2 Contractual relationships for which a minimum term of 1 month has been agreed may be terminated by both contracting parties in writing with a notice period of 1 month to the end of the contract term, at the earliest to the expiry of the minimum term. If no notice of termination is given, the contract term shall be automatically extended by 1 month in each case. The notice period of 1 month to the end of the contract term remains in effect. In the case of annual contracts or longer contract terms, the notice period is 1 month to the end of the respective contract term. If annual contracts are not terminated, the contract shall be extended by the original contract term.
    4.3 The right to terminate without notice for good cause shall remain unaffected. TALK IP shall be entitled to terminate the contract without notice if a) the customer is in default of payment of the fee in full or for more than three months for two consecutive months, b) insolvency proceedings are applied for, opened or dismissed due to insufficient assets or the customer's insolvency is otherwise determined. 4.4 If TALK IP terminates the contract without notice for good cause, it shall be entitled to a lump-sum claim for damages in the amount of 50% of the monthly basic and/or package price which would have accrued up to the next proper termination date.
  5. Changes to the contract
    5.1 The customer shall be notified immediately of any amendments to the General Terms and Conditions of TALK IP GmbH. They shall be deemed approved if the customer does not object in writing. The objection must be received by TALK IP within two weeks after receipt of the notification.
    5.2 In the event of a change in the statutory rate of value added tax, the prices shall be adjusted accordingly.
  6. Charge
    6.1 The prices for the service in question shall result from the confirmed offer; the customer shall be obligated to pay the charges as of the operational provision of the products/services.
    6.2 In the event of the start or end of operational provision during a current month, the service fees shall be charged for the full month.
    6.3 If a usage-independent flat fee is agreed, it shall be paid until the end of the contract term, even if the Customer terminates the contract prematurely or the service is no longer used.
    6.4 Unless otherwise agreed, the fees shall be paid in accordance with the selected payment method. If no payment is made within the period corresponding to the payment method, TALK IP shall send a reminder, the costs of which shall be charged at the rate of € 2.50 per reminder. After expiry of the payment deadline, interest on arrears in the amount of 8 % p.a. shall become due.
    6.5 Bank charges incurred due to uncovered direct debits or checks for reasons beyond TALK IP's control shall be charged to the customer.
    6.6 Objections to correspondingly incurred charges by TALK IP must be made in writing to Talk-IP within two weeks. If the customer does not raise any objections within this period, the payment shall be deemed to have been approved. Timely dispatch shall be sufficient to meet the deadline.
    6.7 If the client was prevented through no fault of his own from raising objections within the period pursuant to clause 6.6, he may raise the objections within two weeks after the obstacle has ceased to exist. Legal claims of the customer in the event of justified objections after expiry of the deadline shall remain unaffected. 
    6.8 Repayment claims of the customer or other credits shall be credited to his invoice account and offset against the next due claim, unless the customer has given other instructions.
  7. Liability
    7.1 TALK IP shall be liable for the absence of warranted characteristics of the services owed.
    7. 2 TALK IP shall only be liable for any damage - irrespective of the legal grounds - a) if organs of TALK IP cause damage through gross negligence or with intent or culpably violate an obligation essential to the contract (cardinal obligation) in a manner endangering the purpose of the contract, or b) if other vicarious agents of TALK IP who are not organs or executives violate an obligation essential to the contract (cardinal obligation) through gross negligence or with intent in a manner endangering the purpose of the contract.
    7.3 The liability of TALK IP, its organs, executive employees and other vicarious agents for personal injury, property damage and financial loss shall be limited to € 3,000 per case of damage. If the compensation to be paid due to the same event exceeds the maximum limit, the compensation shall be reduced in the ratio in which the sum of all compensation claims stands to the maximum limit.
    7.4 If a service contractually owed by TALK IP lacks a warranted characteristic or if organs and executive employees of TALK IP do not violate a cardinal obligation through gross negligence or with intent, TALK IP's liability shall be limited to such typical damages as were reasonably foreseeable for TALK IP at the time of the conclusion of the contract, but not more than € 3,000, notwithstanding Clause 7.3. These limitations of liability shall also apply to the scope of damages.
    7.5 TALK IP's liability under the Product Liability Act and other mandatory statutory provisions shall remain unaffected by the above provisions. 7.6 In all other respects, the liability of TALK IP is excluded.
  8. Credit assessment
    8.1 TALK IP reserves the right to check the customer's creditworthiness before accepting the order and occasionally during the term of the contract.
  9. Data protection and telecommunications secrecy
    9.1 TALK IP is entitled to collect, process and use personal data of the customer to the extent that the data is required to establish, amend and execute this contract.
    9.2 TALK IP undertakes to comply with the statutory provisions on data protection and to maintain telecommunications secrecy. Talk-IP shall inform the customer by means of generally accessible information about the collection, processing and use of personal data.
    9.3 TALK IP shall be entitled to contact the customer by telephone and by other means in order to point out further goods and services offered by TALK IP and to advise the customer.
  10. Transfer of rights and obligations
    10.1 The customer may not assign its claims arising from this contract to third parties; this shall not apply to monetary claims.
    10.2 TALK IP may transfer its rights and obligations under this contract in whole or in part to a third party, taking into account the customer's interests worthy of protection. TALK IP shall notify the customer of the transfer at least six weeks prior to its execution. The customer may terminate this contract within one month of the notification for the date on which the transfer takes effect.
  11. Other
    11.1 TALK IP may also use third parties to perform its obligations under this contract. This shall not constitute a contract between the customer and the third party.
    11.2 Amendments and supplements or terminations of the contract must be made in writing.
    11.3 Only the employees of TALK IP shall be entitled to receive notifications and/or declarations vis-à-vis TALK IP. Third parties, such as authorized dealers, are not entitled to receive and issue legal declarations on behalf of TALK IP.
    11.4 German law shall apply to all legal relationships between all contracting parties. The place of jurisdiction for all disputes shall be Eching.
    11.5 The contract shall remain binding in its remaining parts in the event of legal invalidity of individual points. This shall not apply if adherence to the contract would represent an unreasonable hardship for one party. All contractual agreements - including ancillary agreements - must be in writing. This formal requirement can only be waived in writing.