GTC
GENERAL TERMS AND CONDITIONS
§ 1 General
(1) The company BeGaMo GmbH, Industriestrasse 56, 9491 Ruggell ("BeGaMo") offers consulting services and related services ("Consulting Services") for the areas of sustainability, new materials / bioplastics, circular economy and plastics recycling as well as the use of a Software as a Service (SaaS) solution ("Software") for the area of sustainability. The software and consulting services are offered to entrepreneurs ("customer"). BeGaMo works with independent companies and consultants as co-operation partners ("Partners").
(2) These GTC govern the business relationships between BeGaMo and its customers and partners ("contractual partners"). In addition to these GTC, licence agreements and cooperation agreements as well as other contracts concluded in individual cases shall also apply to these business relationships. Unless otherwise stipulated in such contracts, these GTC shall apply.
(3) The business relationship shall take place exclusively between entrepreneurs (B2B). The contracting parties affirm that they are entrepreneurs and do not act as consumers within the meaning of Art. 1 para. 1 KSchG (Consumer Protection Act, LGBl. 2002 No. 164).
(4) The contractual language is German.
§ 2 Conclusion of contract / payment modalities
(1) BeGaMo offers the BeGaMo Sustainability Concept in the form of consultancy services and software utilisation. These two services can be utilised separately or together. The BeGaMo Sustainability Concept comprises various modules from which customised individual offers are created. These modules can consist of the use of the software and/or consulting services and are specified in the individual offer.
(2) BeGaMo's consultancy services and the use of the software are subject to a charge, except in expressly excluded cases.
(3) The contractual partner recognises that the topics of sustainability, new materials / bioplastics, circular economy and plastics recycling are continuous and innovative processes and that BeGaMo strives to be at the cutting edge of technology. However, the results of the consultation as well as the use of the software cannot guarantee specific results.
(4) The range of services offered by BeGaMo is determined by the modules offered and is based on the specific requirements of the contracting party. It is the responsibility of the contracting party to clarify the scope and procedure of the offer with its auditor and other third parties commissioned to audit or certify sustainability reports.
(5) Contracts between the contractual partner and BeGaMo shall be concluded upon written acceptance of the offer. Electronic transmission by e-mail to the addresses agreed by the parties shall fulfil the requirements for delivery.
§ 3 Payment modalities and expenses
(1) Invoices shall be issued to the contractual partner immediately after conclusion of the contract and shall be payable within 14 days. Invoice amounts for the use of software are due upon conclusion of the contract when the offer confirmation is signed. Fees for consulting services shall be due for payment at 50% of the invoice amount at the start of the project, a further 50% shall be due for payment when the project reaches its mid-point in accordance with the individual project plan.
(2) Payment by direct debit:
Collection by direct debit requires the issue of a direct debit mandate. By issuing the mandate, the contractual partner authorises BeGaMo to collect amounts due from the account. BeGaMo shall not be liable for any return debit note fees. BeGaMo may refuse or terminate fulfilment of the contract until payment has been received in full. If the contractual partner cancels the use of the software at its own discretion, the fees already paid shall not be refunded.
(3) The prices stated in the respective offer or contract at the time of conclusion of the contract shall apply. The prices are net prices plus statutory VAT, unless otherwise stated.
(4) If the contractual partner defaults on payment, BeGaMo shall be entitled to demand default interest in accordance with the statutory provisions. The assertion of default interest shall not exclude further claims by BeGaMo.
(5) Consultancy services shall generally be provided at the contractual partner's premises or at the contractual partner's express request. Travelling expenses may be charged in addition to the agreed fees. These are calculated as follows:
- Travel costs: CHF 0.60 per kilometre driven
- Rail costs: Costs for 1st class ticket
- Flight: Costs for economy class, from 5 hours flight time business class
- Taxi according to expenditure and receipts
- Accommodation: max. CHF 250.00 /night (except trade fairs)
- Catering flat rate: CHF 40.00 (half-day flat rate), CHF 80.00 (full-day flat rate)
- Arrivals/departures are charged at 50% of the normal hourly rate
§ 4 Obligations of the contractual partner
(1) The contractual partner is obliged to co-operate.
(2) If the contractual partner transmits content to BeGaMo and this content infringes the rights of third parties, e.g. due to copyright, competition law or the protection of secrets, the contractual partner shall indemnify and hold BeGaMo harmless with regard to any third-party claims asserted against BeGaMo. This also includes the necessary costs of legal advice and defence in such cases.
(3) For all data transmitted to BeGaMo, BeGaMo assumes that the contractual partner holds all necessary copyrights, trademark rights or other rights of use. BeGaMo shall not check this, except in the case of obvious infringements.
(4) The contractual partner undertakes to keep the data provided by it up to date and to notify BeGaMo of any changes in writing without delay.
(5) The contractual partner may neither sell nor transfer to third parties any rights of use obtained for the software. The right of use is subject to full payment of the fees.
(6) BeGaMo shall not provide the services of a lawyer, tax adviser or auditor. The contractual partner shall be responsible for compliance with statutory provisions.
§ 5 Term, cancellation
(1) Unless otherwise agreed in detail, the contract term is 12 months. Contracts can be cancelled with one month's notice to the end of the term. In the absence of cancellation, a contract shall be extended by 12 months at a time.
(2) If an element of the contract is not fulfilled, the contractual partner shall be given the opportunity to rectify the breach within 14 days following written notification by BeGaMo. If the breach persists after this period has expired, this shall result in the right to terminate the contractual relationship without notice. BeGaMo reserves the right to assert claims for damages against the contractual partner if necessary.
(3) The right to extraordinary cancellation for good cause remains unaffected. The date of receipt of the notice of termination shall be decisive for the date of termination.
(4) Upon termination of the contractual relationship, all documents, including copies, must be handed over to BeGaMo within 14 days of notification of termination and deleted from all electronic devices (computer, cloud, storage devices, etc.) of the contractual partner. This must be done unsolicited and must be confirmed to BeGaMo in writing. If this deadline for completion and notification of 14 days is not met, the contractual partner shall owe a contractual penalty of CHF 5,000.00.
(5) Beyond this, there is no contractual right of withdrawal and no cancellation option for the contractual partner.
(6) Cancellation requires the written form. The date of receipt of the written notice of cancellation shall be decisive for the date of cancellation.
§ 6 Liability
(1) Claims for damages by the contractual partner are generally excluded. Excluded from this are claims for compensation for damages based on an intentional or grossly negligent breach of duty by BeGaMo, its legal representatives or vicarious agents. Liability for damage caused by the customer himself is also excluded. BeGaMo cannot be held liable for the information and data provided by the customer, nor for any results resulting therefrom.
(2) Liability for loss of profit is excluded, as is liability for indirect damage, in particular due to business interruption, loss of interest or loss of data.
(3) BeGaMo offers no guarantee that the software or commissioned consultants will be operational at all times. Temporary failures may occur due to force majeure or other influences for which BeGaMo is not responsible. In particular, BeGaMo shall not be liable if the software is unavailable or fails to function through no fault of its own, or in the event of defective performance or faults attributable to the contractual partner or third parties.
(4) If BeGaMo's liability is excluded or limited, this shall also apply to the personal liability of its employees, representatives and vicarious agents.
(5) BeGaMo shall not be liable for damages resulting from the use of documents and/or software provided.
§ 7 Right of use / Warranty / Source code
(1) For the software and for materials provided by BeGaMo, only a simple, non-exclusive, personal right of use, limited in time for the duration of the contract, shall be obtained. The right to grant sub-licences is excluded.
(2) The respective range of services offered by BeGaMo shall be available within the contractually defined scope, so that any use beyond this shall be associated with additional costs, which shall be defined on a case-by-case basis and shall be based on BeGaMo's usual prices. Use of the software is limited to the business area of the contractual partner specified in the offer. Use beyond the business area shall require the written consent of BeGaMo.
(3) The contractual partner shall not be entitled to the surrender or inspection of the source code of the software.
§ 8 References
BeGaMo is authorised to cite the contractual partner as a reference on its website or in social media appearances free of charge. In this respect, BeGaMo may also use logos of the contractual partner. Any agreement to the contrary must be made in writing.
§ 9 Data protection
If the contractual partner is a natural person, they can obtain comprehensive information from BeGaMo at any time about the personal data stored by BeGaMo about the contractual partner and/or request the correction, deletion and blocking of individual or all personal data. The privacy policy for BeGaMo's contractual partners is available online at https://begamo.com/datenschutz/.
§ 10 Secrecy
(1) "Confidential information" is all information, files and documents relating to BeGaMo processes.
(2) The contractual partner undertakes to maintain secrecy about confidential information and to use it only for the fulfilment of this contract and the purpose pursued with it.
(3) The contractual partner undertakes to impose the confidentiality obligation on all employees and/or third parties who require access to the aforementioned processes in order to fulfil the contract.
(4) The confidentiality obligation under paragraph 2 shall not apply to information that BeGaMo has expressly authorised in writing for disclosure or that is publicly accessible.
(5) The contractual partner is prohibited from carrying out reverse engineering. This includes all activities aimed at obtaining information about the product by analysing, dismantling, decompiling or other technical procedures.
(6) In particular, the contractual partner shall comply with the provisions contained in the concluded non-disclosure agreement (NDA).
(7) The disclosure of access data and the presentation or transmission of data of any kind to third parties is expressly prohibited.
§ 11 Applicable law and place of jurisdiction
(1) The business relationship between BeGaMo and the contractual partner shall be governed by Liechtenstein law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
(2) The exclusive place of jurisdiction shall be Vaduz, Liechtenstein, whereby BeGaMo shall also be free to sue the contractual partner at another place of jurisdiction.
§ 12 Scope of the GTC and amendments
(1) By concluding the contract, the contractual partner agrees to the application of BeGaMo's applicable GTC.
(2) BeGaMo's GTC shall take precedence over any GTC of the contractual partner.
(3) BeGaMo is authorised to amend these GTC at any time. Amendments shall be notified to the contractual partner in writing or by other suitable means and shall be deemed approved without objection within one month. The current GTC can be viewed at any time on the website [www.begamo.com/agb].
§ 12 Severability clause
Should any provision of these GTC be or become invalid, this shall not affect the validity of the remaining GTC. The invalid provision shall be replaced by a provision that comes closest to the intention of the parties within the scope of what is legally possible. The same applies in the event of a loophole.
Stand: 01.02.2025