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BlackIP GmbH

1 Scope of application

1.1 Our General Terms and Conditions shall apply to our services, in particular consisting of search services, technical advice, IP strategy and IP analyses (in particular patents and trademarks), organisation of internal IP processes and preparation and monitoring of IP proceedings, processing of employee inventor remuneration, organisation and performance of training courses They are exclusive - we do not recognise any terms and conditions of the client that conflict with or deviate from our Terms and Conditions unless we have expressly agreed to their validity in writing. Our Terms and Conditions shall also apply if we perform the service for the Client without reservation in the knowledge of terms and conditions of the Client that conflict with or deviate from our Terms and Conditions.
1.2 Our terms and conditions shall also apply to all future business transactions between the contracting parties without the need for a renewed reference to the terms and conditions.
1.3 We reserve the property rights and copyrights to offer documents. The client must obtain our express written consent before passing them on to third parties. In the event that the order is not placed, the principal shall return all documents handed over to us.
1.4 The client is not permitted to assign claims arising from this contract in whole or in part to third parties without our written consent.
1.5 Our offers are subject to change. Orders placed shall only become binding upon our written confirmation.
1.6 Our terms and conditions of business shall only apply to entrepreneurs within the meaning of Section 310 (1) of the German Civil Code (BGB).

2 Prices and terms of payment

2.1 Our prices are exclusive of the statutory value added tax. We are entitled to issue reasonable advance and/or interim invoices.
2.2 Unless otherwise agreed, payment shall be due immediately upon receipt of the respective invoice.
2.3 The client shall only be entitled to set-off rights and rights of retention if his counterclaims have been legally established, are undisputed or have been recognised by us.

3. cooperation by the client

3.1 The success of the intended project objective depends in particular on the necessary cooperation of the Client.
3.2 The client's cooperation consists in particular of the handover or communication of all documents and information required for the performance of the service.
3.3 If the client does not fulfil his obligations to cooperate or does not fulfil them completely or in time, we can order the suspension of the contract by written notification. However, a prerequisite for this is that we have previously requested the client without success to fulfil his obligations to cooperate within a reasonable period of time.

4 Secrecy

4.1 We undertake to maintain secrecy with regard to all business and trade secrets of the customer or the end customer which come to our knowledge. The obligation to maintain secrecy shall only cease to apply if the information was already known or generally accessible to the public or was subsequently made known or accessible to the public through no fault of our own.

4.2 We shall also impose a corresponding confidentiality obligation on our employees.

5 Termination of contract

5.1 Premature ordinary termination by the client is only permitted in the event of a corresponding agreement. Notwithstanding the foregoing, both contracting parties shall be entitled to extraordinary termination in the event of good cause.
5.2 In the event of suspension of the contract in accordance with clause 3.3, we shall be entitled to terminate the contract by early ordinary termination with immediate effect; the prerequisite for this is that we have again expressly informed the Principal of this possibility and have again unsuccessfully requested him to fulfil his obligations to cooperate within a reasonable period of time.
5.3 Any termination must be in writing and shall become effective upon receipt.
5.4 In the event of premature termination of the contract in accordance with clause 5.2 for reasons for which we are not responsible, we may assert the remaining claim to remuneration provided for in the contract up to the original end of the contract. However, we shall deduct from this residual claim for remuneration the demonstrably saved expenses, such as travel expenses, material costs, etc.

6 Liability

The provisions of service contract law shall apply to the performance of our activities. We shall endeavour to achieve the desired result in each case. However, no guarantee can be given due to the special features of the contract. Apart from that, we shall only be liable in case of intent or gross negligence, in case of injury to life, body, health as well as in case of liability according to the Product Liability Act; furthermore, we shall be liable in case of culpable violation of essential contractual obligations, as far as the achievement of the purpose of the contract is endangered, with regard to the foreseeable damage typical for the contract and in case of defects which were fraudulently concealed or the absence of which we should have guaranteed. The type and amount of liability is limited to the coverage of the property liability insurance (€ 5,000,000 per damaging event) of Black-IP as amended from time to time. For the rest, further claims are excluded. In particular, no guarantee for completeness, correctness and the suitability for the purposes intended by the client can be assumed when conducting searches.

7 Final provisions:

7.1 Amendments or supplements to the contract must be made in writing.
7.2 Unless otherwise agreed, the place of performance shall be our registered office. If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for both parties and for all present and future claims arising from the business relationship shall be our registered office.
7.3 Unless otherwise agreed, the statutory provisions of service contract law shall apply to the contract. Place of performance and place of jurisdiction shall be the registered office of BlackIP GmbH. The contract shall be governed by German law.
7.4 Should one or more of the above clauses be or become invalid, the validity of the others shall remain unaffected. In such a case, the customer and BlackIP GmbH shall endeavour to find a valid clause that is closest to the intended purpose in technical and commercial terms.
technical and commercial meaning. The same shall apply in the event of a loophole.

Status: AGB V2.1 01/2016

BlackIP GmbH

Gartenstr. 20

76870 Kandel