The parties in question will collaborate in a faithful manner and mutually give prompt notice of any discrepencies or misgivings regarding the credibility of the agreed upon course of action.
If a client discerns that certain requirements or specifications are inaccurate, incomplete, inexplicit, or not feasible, he or she bears the responsibility of promptly informing internetwarriors Inc. of these shortcomings and the evident consequences thereof.
The contract parties regard one another as contact persons, and are responsible for the competent supervision of the sub-agents working for them in accordance with the contract agreements.
Each of the parties in question must give prompt notice in the event of a change in personnel. Until the admission of such notice, only the afore-mentioned parties and /or their sub-agents hitherto empowered to act as representatives are authorised to issue or answer any statement regarding the terms of agreement.
The contact persons agree to review the terms of the contract at regular intervals, with regard to progress or obstacles resulting therein, and to engage accordingly with the regulation and management of the contract.
Exchanges of information will be documented in the form of a protocol by internetwarriors Inc. This protocol must be submitted to the client. In the event that the client expresses an opposing view, he or she has the right to report his opinion on the protocol. The client is entitled to submit his or her opposition within one week upon receiving the protocol.
2. The Cooperative Obligations of the Client
The client supports internetwarriors, Inc. by complying with the contractual agreements. This includes, particularly, the obligation of the client to give timely access to information and /or data from hard- and software upon request. It is the client’s obligation to give a detailed brief of all information or provided materials to internetwarriors, Inc.
The client makes the required number of his or her own co-workers available for the implementation of the contractual relationship, given that they meet the requisite qualifications.
If the client is obligated to provide internetwarriors, Inc. with materials, such as images, sound or text, within the terms of contract, he or she is obligated to make it promptly accessible in a current, completely usable and digital format. If the material provided by the client requires conversion, the client is responsible for the payment of costs thereby ensued. The client must ensure that internetwarriors, Inc. has the legal right to use the materials and information in question.
The client is financially obligated for additional assistance.
3. Third Parties
If, at the instigation or submission of a client, a third party is employed in his or her stead for the field of activity at internetwarriors, Inc., the client must vouch for this auxiliary person. Internetwarriors, Inc. may refuse to represent the client, on the grounds that the performance of the afore-mentioned third party regarding the obligations of the client is completely or partially inadequate, or not according to schedule.
Appointments for the provision of services on the part of internetwarriors, Inc. must be made in accordance with the contact person.
The contracted parties will stipulate appointments, preferably in writing. Appointments not kept by one of the contracted parties are considered default according to §286, paragraph 2 of the Code of Civil Law (binding agreements), and written notice is thus required.
internetwarriors, Inc. claims no legal responsibility for the deferral of services due to uncontrollable forces (for instance, strikes, lock-outs, court-orders, general disruption of telecommunication, etc.) and circumstances regarding the client’s obligations (for instance, untimely provision of cooperative services, delays by third parties assigned by the client, etc.) and is, in the case of such an event, entitled to provide their services at a rate which is in keeping with the length of the delay. internetwarriors, Inc. will give the client due notice in the event of a deferral in services due to uncontrollable forces.
5. Contractual Amendments / Alteration of Service Request
In the event that the client wishes to alter the services agreed upon under contract with internetwarriors, Inc., he or she is required to express a request for change to internetwarriors, Inc. in writing. Further action will be taken according to the following provisions. Proposed amendments which can be reviewed quickly and implemented within 8 working hours are, on the part of internetwarriors, Inc., foreseeable under section 2 to 5.
internetwarriors Inc. will consider the implications the requested change will have regarding compensation, additional expenses and appointments. If, after consideration, internetwarriors Inc. determines that the requested services cannot be implemented or would cause a delay in the proceedings, internetwarriors Inc. will inform the client and indicate that the services in question are to be further examined at a later time. If the client agrees to a postponement, internetwarriors Inc. will proceed to examine the requested amendments. The client is authorised to withdraw his or her request for an amendment at any time, in which case, the examination will be discontinued.
After examining the change request, Internetwarriors Inc., will give the client a proposal of the implications the amendment will have on the previously met agreements. The proposal will include either a detailed recommendation for the implementation of the new changes or reasons for which the requested changes are not feasible.
The contracted parties will promptly reach an agreement over the contents of the proposal for implementing the requested changes, whereby a successful agreement over the text regarding the requested changes will result in an amendment to the contract.
In the event that an agreement is not reached, or the amendment process is discontinued on other grounds, the original terms of agreement regarding the range of services remain unchanged. The same is true in the case that the client disagrees to a postponement of services due to further examination of the proposed changes under Section 2.
Appointments affected by the amendment process in terms of the duration of the examination, the time needed for reaching agreements over the proposed changes, the length of time necessary for implementing the requested changes, and in addition, the time necessary for beginning the proceedings will, if possible, be postponed. internetwarriors Inc. will inform the client of the new appointments.
The client is responsible for the operating expenses ensuing from his or her request for change. This particularly includes the examination of his or her requested amendment, the drafting of an amendment proposal, and time taken into account due to delays in the process. The expenses will be calculated by internetwarriors Inc. according to an accepted rate of compensation in the case that a daily rate of payment has been agreed upon between the contractual parties.
internetwarriors Inc. is authorised to alter services or deviate from them if the changes made are considered by internetwarriors Inc. to be beneficial for the client.
6. Fees and Compensation
The client is responsible upon verification, for the total of expenses incurred by travel, hotel stays, out-of-pocket expenses, and any claims for payment made by a third party which fall within the terms of the contract agreement. Travel costs will only be compensated for if the distance travelled is further than 50 kilometres from the internetwarriors Inc. company headquarters. Travel time itself will not be taken into account. Internetwarriors Inc.may charge an additional 10% handling fee for the settlement of commissions for third parties whose expenses are transferred directly to the client.
internetwarriors Inc. bases its fees on the expenditure of time, and sends the client a monthly invoice for services rendered. Respectively, the fees charged by internetwarriors Inc. for time expenditure are valid unless a deviation is formerly agreed upon. internetwarriors Inc. is authorised to change or amend the acknowledged underlying service fees with reasonable discretion (§ 315 Local Civil Code). Estimates or budget plans drafted by internetwarriors Inc. are legally non-binding.
In the event that the contracted parties have not reached an agreement over fees for services rendered by internetwarriors Inc., for which, in this circumstance, the client is expected to compensate, the client will be charged at the usual rate. In case of any misgivings, the normal service charges demanded by internetwarriors Inc. remain valid.
Sales tax will be added to the contractually agreed upon service charges.
7. Legal Rights
internetwarriors Inc. grants the client the basic right, unlimited by time or space, to use the services we provide within the terms of contract. Software included with the services provided are protected under § 69d and the German copyright law.
Any further use than that which is described in section 1 is prohibited. The duplication, leasing, issuing of sub-licences, or any other exploitation of these services, is punishable by law.
Until all service charges are paid in full, internetwarriors Inc. may prohibit the client from using their services. internetwarriors Inc. may discontinue their services to the client for the duration of his or her breach of payment.
8. Infringement of Property Rights
internetwarriors Inc. grants indemnity to the client from all claims by third parties for the infringement of property rights (patents, licences and other property rights) at its own cost. The client in this case, must promptly report claims filed by a third party to internetwarriors Inc. If the agency is not promptly informed of the reported claim, the right of recourse will expire prematurely.
In the case of infringement of property rights, internetwarriors Inc. may, irrespective of any possible claim by the client, make changes to the hitherto acknowledged services in question, of their own accord and at their own cost, so long as it is in keeping with the interests of the client, so that the claim of infringement may be cancelled or the rights of exploitation secured.
Without evidence of deficiencies in purchased items or services rendered, the client may resign from the contract due to a breach of obligations only in the case that internetwarriors Inc. is accountable for the violation of duty.
internetwarriors Inc. is accountable for intent and gross negligence. In the case of ordinary negligence, internetwarriors Inc. claims accountability only for the violation of an important contractual obligation (cardinal obligation) and for damages caused by death or injury to body and health.
In the case of ordinary negligence, accountability is, however, limited to the amount of foreseeable damages, the development of which is normally reckoned with.
internetwarriors Inc. is not liable for the loss of data and/ or programs insofar as this is due to the failure of the client to secure the data and to make certain that it could be recreated without an unjustifiable amount of time and effort.
The afore-mentioned regulations are also valid for those fulfilling obligations for internetwarriors Inc.
11. Agreement of Non-Solicitation
During co-operation between parties and for the duration of one year following the collaboration, the client is prohibited from soliciting the employment of any colleague who is currently under contract at internetwarriors Inc. or hiring an employee without approval from the company. In any case of non-compliance concerning this matter, the client is subject to paying a fine, the amount of which will be determined by internetwarriors Inc., according to the degree of non-compliance. In the case of a dispute, the client will be summoned to court for a legal examination of the contract violation, the fine for which will be set by the appropriate jurisdiction.
12. Confidentiality, Press Releases
Documents, information, and records received by the other contracted party may be used only for the purpose of executing the terms of the contract, and are not to be made available to a third party, unless they are intended for, or have already been made known to the third party. A third party is an auxiliary person, such as a freelancer, sub-agent, or temporary worker, who is not involved in the implementation of the contractual agreement.
Furthermore, the contracted parties agree to keep the terms of this contract confidential and to protect the knowledge gained by its execution.
The obligation to confidentiality continues to remain valid even after the discontinuation of the contractual agreement.
If, following the discontinuation of the contract, one of the contractual parties requests the return of documents, such as strategy papers or briefs, they must be submitted as long as the other contracted party has no legitimate interest in the documents in question.
Press releases, public statements, etc. in which one of the contracted parties refers to the other or others, are allowed only if previously agreed upon in a written statement or e-mail.
The parties will try to settle differences of opinion regarding the terms of contract initially through a detailed discussion between the contact persons.
Unresolved disputes between the parties should be settled through an arbitration process. In the case that one of the parties refuses to settle through the arbitration process, legal action can be taken, so long as the party being prosecuted has received prior written notice to this effect by the prosecuting party.
In order to proceed with the arbitration settlement, the contracted parties will contact the German Multimedia Association, at Kaistrasse 14, 40221 Düsseldorf, with the intention to settle differences of opinion completely, partially, temporarily or ultimately through an act of conciliation.
To make arbitration possible, parties on both sides of the issue must waive their claim to the statute of limitations for all claims pertaining to the dispute from the time of the request for conciliation until one month following the arbitration process. The waiver puts into effect a suspension on the statute of limitations.
All appointments affected by the arbitration process, inclusive of the preceding arguments between the contact persons, will be, if possible, promptly postponed until an appropriate time, depending on the duration of the arbitration process and, additionally, the administration of the arbitration settlement.
The assignment of claims is permitted only with a prior written agreement from the other contractual party. The agreement may not be unduly withheld. Regulation §354a of the German Commercial Code remains in effect thereof.
The right of retention can only be exercised as a result of counter-claims from the former contract relationship.
The contract parties may only set off with claims that are legally effective and without dispute.
internetwarriors, Inc. reserves the right to name clients as references on their website or in other media. internetwarriors, Inc. may, furthermore, utilise performed work for the purpose of demonstration, public exhibition or reference, unless the client expresses opposition due to a warranted interest.
15. Final Provisions
All changes and amendments to contractual agreements must be recorded in writing for verification. Resignations must be in writing in order to go into effect. All notices effectively required to be in writing may also appear in the form of an e-mail.
General terms and conditions of the client are not included in the contents of the contract.
All terms are governed by German National Law and under exclusion of international civil law and the UN convention on contracts for the international sale of goods.
The exclusive place of jurisdiction for all legal disputes or in relation to this contract is the district court responsible for internetwarriors, Inc.