General terms and conditions for Office Service  

These general terms and conditions for Office Service and other services are a legally binding part of all consulting, service and usage agreements between the company B&R Design Engineering Ltd. (briefly "B&R") and its contractual partners (customers, clients, users).

These general terms and conditions as well as the contractual arrangements between contractors and B&R are based on the laws and professional regulations of the Republic of Cyprus.

B&R provides all services exclusively on the basis of these general terms and conditions (GTC) and the performance specifications. The general terms and conditions of the contractual partner are not valid, not even if B&R does not explicitly contradict them.
B&R does not acknowledge conditions of the contractual partner which are contrary to or deviating from these general terms and conditions, unless B&R approves in writing their validity. These general terms and conditions shall even apply if B&R effects a delivery to the customer despite being aware of conflicting or deviating conditions of the contractual partner. B&R has the right to modify these GTC and performance specifications with a period of two weeks in advance.

The particular change is announced in writing on the appropriate websites by B&R. At the same time it is explicitly pointed out that each change will be part of the existing contract between the contracting parties, if the client does not contradict this change in writing within a period of one month from notification. If the contractual partner contradicts, every party shall have the right to terminate the contract verifiably in writing within the regular notice period.

(1) General Information

For contractual relations with B&R the legal norms of the Republic of Cyprus from current jurisdiction apply exclusively - General terms and conditions, as described above.

(2) Principle scheme

Should individual provisions of these general terms and conditions and the contracts based on them be invalid or unenforceable or become invalid or unenforceable after the conclusion of the contract, the validity of these general terms and conditions and contracts shall remain unaffected thereby. Instead, the invalid or unenforceable provision shall be replaced by a valid and enforceable provision, whose effects are closest to the economic objective the contracting parties have pursued by the invalid or unenforceable provision. The foregoing provisions are applied in the event that the displayed terms and conditions and / or contracts based on them prove to be incomplete.

(3) Accomplishment of the contract

The contract is accomplished between B&R and the contractual partner by the fact that B&R accepts the order / request of the client with the provision of the service by order confirmation (invoice) by e-mail (alternatively, payment of the contracting party, B&R provides no reimbursement within 4 weeks after receipt of payment). Moreover, the declaration of acceptance of B&R may already be given by the provision of services. B&R reserves the right to reject the application in a particular case with good reason before the conclusion of the contract.

The conclusion of the contract is based on the respective offer of B&R (see corresponding web page), in which the scope of services and the reimbursement or an oral or written order of the customer are recorded.

The statutory provisions that are applied between registered traders comply solely with the law of the Republic of Cyprus. In principle, the customer expressly confirms his capacity as a registered trader with the conclusion of the contract.

Special conditions for the use by persons

B&R basically assumes that all users of the Office Service are contractors within the meaning of the law. B&R is generally not obliged to verify this basic assumption.
 
Basically any person who contacts B&R in writing or by telephone officially states with regard to B&R that he is a registered trader (contractor – no entrepreneur). Should a person disagree with this regulation, he is asked not to request any information about B&R and, especially, not to request any services of B&R.

Basic rules concerning the right of withdrawal and cancellation

Principally, with reference to the foregoing provisions, a right of withdrawal is excluded.

(4) Obligations of the contracting party

The client is in any case responsible for the correct input of his data, which is necessary for the completion of the contract and / or the use of the services. The client must immediately notify B&R of any changes to this data in writing.

At legal and business transactions, the client has to avoid any impression that the contents for which he is responsible are attributed to B&R.

The client is obliged to ensure the ongoing currentness of his stored data at B&R and thus to ensure a permanent reachability by post or mail (email).

Any damages to the Client arising directly or indirectly from the fact that B&R has not reached him in writing, are not covered by B&R. (E.g. fines for missing of a term, etc.). B&R has no obligation to inquire.

If the contracting party has not announced changes of the contact information, written instructions of B&R will be considered as received, when they are sent to the last address given to B&R. This is also valid for consignments via e-mail.

The contracting party will immediately provide B&R with all information and documents which are necessary for the performance of the service. He will inform B&R about all operations which are of importance for the performance of the order, even if these circumstances become known only during the performance of the order.

The contracting party is bound to inspect the data provided for the performance of the order (logos, domain names, etc.) for any existing copyrights, trademark rights or other rights of third parties. B&R is expressly not liable for any infringement of such rights.

(5) Service charges

Unless otherwise agreed in written, B&R is entitled to invoice the services provided on advance payment. All services of B&R which are not expressly settled by the agreed fee are charged separately by B&R. All the expenses arising for B&R have to be refunded by the contracting party.

B&R reserves the right to change the service charges in the event that cost reductions or cost increases occur after the conclusion of the contract, especially due to price increases by third parties. When required by the client, B&R will demonstrate the reasons for cost reductions or cost increases.

The service charges are payable promptly and without deduction within six days from date of invoice. In case of default, B&R is entitled to claim interest at a rate of 7 percentage points per year from the contracting party. If B&R is able to prove a higher damage caused by delay, B&R is entitled to claim it.

In case of default, B&R is furthermore entitled to stop all services and, in addition, not to accept or forward mail consignments and incoming calls within the scope of the postal and telephone service (mail forwarding at the register office)

The contracting party has to object to bills of B&R immediately or no later than ten days after receipt of invoice. Objections do not entitle the contracting party to recover amounts already paid. If B&R accepts the objections in whole or in part, B&R shall reimburse the contracting party’s overpayments. If the contracting party causes a charge back, the associated costs of B&R shall be paid at his expense and B&R shall be entitled to terminate the entire contract for cause.

The contracting party is only entitled to the right to offset, if his counterclaims have been legally determined and have been recognized by B&R. Moreover, he is entitled to exercise the right of retention only to the extent that his counterclaim is based on the same (individual) contractual relationship.

(6) External services / commissioning of appropriate third parties

B&R is entitled at its own discretion to perform the service itself, to employ the services of a third party for the performance of contractual services and / or to substitute such services ("assistant"). B&R will carefully choose assistants and make sure that they have the necessary professional qualification.

B&R will take over the collection of the service performed by the assistant, if the service is part of the offer.

(7) Liability

B&R shall only be liable under the statutory provisions, if attributable breaches of duty are based on intent or gross negligence or if B&R breaks an essential contractual obligation at least due to slight negligence.

Apart from that, liability is excluded. The liability of B&R is also excluded, if the client has not met his duty of notification.

If the other party is entitled to compensation for damages instead of the performance, the liability shall be limited to the compensation of the foreseeable, typically occurring damage.

The contracting party has to make and justify his complaints immediately in writing and by registered mail, but at least within ten days after the performance of B&R. In the case of a justified and timely complaint, the client has the right to rework or replacement of the performance of B&R.

If the complaint is justified, the defects will be corrected within a reasonable period of time, whereby the client has to enable B&R to take measures that are necessary for the investigation and the remedy of defects. B&R is entitled to refuse the improvement of the performance, if this is impossible, or if it involves a disproportionate effort for B&R.

Basically, a reversal of the burden of proof to the detriment of B&R is excluded. The existence of the defect at the time of delivery, the time of discovery of the defect and the timeliness of the complaint have to be proved beyond reasonable doubt by the client. The liability for each mail routing is expressly excluded.

(8) Privacy

B&R collects, stores and processes data obtained within the scope of the contractual relationship according to the Cypriot statutory data protection regulations, on the one hand to meet the contractual obligations, on the other hand to comply with legal documentation requirements. During the registration process, personal data is collected by B&R. This data is used exclusively for the purpose of contract implementation and client support as well as for the purpose of internal investigations. The client declares his agreement to this. The transfer of such data to external and unauthorized third parties will occur at no time!

(9) Retention

In the event of outstanding claims, B&R is basically entitled to retain all services, correspondence, documents, as well as documents in digital form, with respect to the contracting party until the complete settlement of all claims. The non-payment of monthly or annual charges results in the enforcement of claims against the company of the contracting party or against the contracting party in person by B&R. In general, it applies to all these general terms and conditions that the claims of B&R against the contracting party in person are enforceable.

(10) Terms of notice

Unless otherwise agreed, the parties shall be entitled to terminate the contract in writing by registered mail with a term of notice of three months at the end of the current calendar year.

The parties reserve the right to terminate for cause. An important reason exists in particular in the following cases:

a) The contracting party is in default of payment to B&R;
    or
b) the contracting party repeatedly and culpably infringes obligations arising from the contractual relationship with B&R.

The notice of cancellation must always be made in writing and by registered mail.

(11) Final provisions

This contract is governed by the law of the Republic of Cyprus. Changes of these general terms and conditions are published, as already shown. The changes are considered as approved, if the customer does not contradict them in writing within the mentioned period. B&R will especially refer to this consequence in the notification or publication. The objection has to be received by B&R within one month after receipt of the notification or publication.

(12) Jurisdiction

The law of the Republic of Cyprus shall apply exclusively. Jurisdiction is Nicosia (EU).

Status: GTC0910<>