Article 1 - Scope of Application of the General Business Terms and Conditions
1. Icunet of America Inc. offers an extensive portfolio comprising intercultural advice and expertise development, as well as relocation services. These General Business and Contract Terms and Conditions, in their currently applicable version, shall exclusively apply to all advisory and other services provided in connection with said portfolio by Icunet of America Inc.. Any terms of the customer conflicting with or deviating from our General Business and Contract Terms and Conditions are not recognized by us, unless we expressly consent to their applicability in writing. Our Business and Contract Terms and Conditions shall also apply in cases where we unconditionally execute our advisory and other services while being aware of any terms of the customer conflicting with or deviating from our General Business and Contract Terms and Conditions, without having explicitly objected to those terms.
2. These Business and Contract Terms and Conditions shall apply, insofar as the customer is not to be regarded as a consumer, vis-à-vis the customer also with regard to all future advisory and other services of Icunet of America Inc., even if they have not once again been expressly mentioned or agreed.
Article 2 - Offer and Contract Conclusion
1. The offers of Icunet of America Inc. are non-binding in terms of prices, quantities and delivery dates.
2. A contract will basically only come into existence upon the customer's written order confirmation, or regardless hereof upon direct execution of the order by the customer.
3. As far as the contracting partners communicate via electronic mail (e-mail) and in particular make contractual statements through this channel, they recognize the unrestricted validity of declarations of intent transmitted through this channel subject to the following condition: The usual details may in no e-mail be suppressed or avoided through anonymization. Insofar every e-mail must include the name and the e-mail address of the sender, the time of transmission (date and clock time) and a repetition of the sender's name at the end of the message.
Article 3 - Scope of Service
1. The contractual duties of Icunet of America Inc. are determined through the respective written offer submitted by Icunet of America Inc., the prices contained in that offer, and the customer's written order confirmation.
2. A representation of the customer or service recipient by Icunet of America Inc. in legal transactions implying legal obligations, in particular payment obligations and liabilities of the customer or service recipient, is excluded by Icunet of America Inc., unless otherwise ag-reed between the parties in writing.
3. Icunet of America Inc. is entitled to also have its services performed by third parties, un-less otherwise agreed between the parties in writing.
Article 4 - Duties of the Customer
1. The customer contributes to contract fulfillment by timely and completely making available to Icunet of America Inc. all records, documents and information needed for order fulfillment at his own expense.
2. Icunet of America Inc. is not liable for failures and consequences resulting from the lack of records and information needed and to be procured by the customer, as well as from the non-adherence to deadlines of the customer or service recipient.
3. All records, data and information made available by Icunet of America Inc. to the customer shall exclusively be used for internal purposes. They may only be forwarded to third parties with prior written consent given by Icunet of America Inc..
Article 5 - Prices
1. The prices are valid for 30 calendar days from the date of the offer and do not include VAT, other taxes, travel and accommodation expenses, administrative fees, translation costs, forwarding costs, real estate broker's fees, rental payments etc., unless otherwise agreed between the customer and Icunet of America Inc. in writing. Any disbursed costs of third parties will be charged against receipt with a handling fee amounting to 7%.
2. A handling fee amounting to 7% of the invoice amount, at least however to 15.- Dollar per receipt, are charged for payments within the scope of the budget management.
3. A cost mark-up of 50% is charged for services rendered on demand on a work-free day. (Non-office mark-up)
4. Other deliveries and services, which were not yet agreed upon contract conclusion or for which no price was yet agreed on the date of placing the pertinent order, are charged at the list prices valid on the day of performance.
5. Where Icunet of America Inc. takes the customer's requests for changes into account, the resulting additional costs will be notified and invoiced to the customer.
6. In the event that the local currency to Euro exchange rate changes by more than 3% between the date the offer is issued and the invoicing date, Icunet of America Inc. reserves the right to adjust the fees accordingly.
Article 6 - Terms of Payment
1. All invoiced services and disbursements are due for payment within 15 days from the invoice date without deduction, unless otherwise agreed in writing. Payments must be made such that the full invoiced amount is received by Icunet of America Inc.. All country or region-specific fees and / or taxes are the sole responsibility of the purchaser Should the payment be received later than 30 days from date of invoice, we reserve the right to charge a nominal fee of ¥100 per week. This shall not affect the assertion of a claim for any additional damage arising from the late payment.
2. All invoiced services and disbursements are due for payment within 14 calendar days from the invoice date without deduction, unless otherwise agreed in writing. Payments must be made such that the full invoiced amount is received by Icunet of America Inc.. All country or region-specific fees and / or taxes are the sole responsibility of the purchaser. In case of late payment Icunet of America Inc. reserves the right to claim default inte-rest in the amount of the currently valid statutory regulations. This shall not affect the assertion of a claim for any additional damage arising from the late payment.
3. The claim for remuneration of Icunet of America Inc. exists irrespective of any third party claims arising against the customer and/or the service recipient, especially in conse-quence of their unauthorized measures.
4. Icunet of America Inc. reserves the right to demand an advance payment in a reasonable amount prior to order execution, and to issue interim and advance payment invoices.
5. In the event of an unfounded notice of termination subsequent to contract conclusion, the customer bears any and all cancellation costs incurred.
6. If the customer no longer operates a proper business, especially in cases where the customer's business assets are seized, where a cheque or bill of exchange is protested, or where a stoppage or even cessation of payment occurs, or where the customer applies for institution of judicial or extra-judicial composition proceedings or proceedings concerning the customer in accordance with the Insolvency Code, Icunet of America Inc. is entitled to immediately make all corresponding claims arising from the business relationship due for payment, even if Icunet of America Inc. accepted any bills or cheques. The same applies in cases where the customer defaults with his payments to Icunet of America Inc., or if other circumstances become known which raise doubts concerning the customer's cre-ditworthiness. Moreover Icunet of America Inc. is in such event entitled to demand advance pay-ments or provision of security, or to withdraw from the contract.
Article 7 - Cancellation Rules
1. The cancellation of services must in each case be communicated in writing, via post, fax or e-mail. Decisive for the timeliness of the customer's cancellation via post, fax or e-mail is the date of receipt of the letter of cancellation by Icunet of America Inc..
2. If advisory services are cancelled 15 up to 20 workdays prior to the agreed date, 30% of the agreed total costs will become due, plus any cancellation fees accrued for the flight, hotel etc. and travel costs incurred by the consultant, plus statutory VAT.2.
1. If notice of cancellation is given 6 up to 14 workdays prior to the agreed date, 50% of the agreed total costs will become due, plus any cancellation fees accrued for the flight, hotel etc. and travel costs incurred by the consultant, plus statutory VAT.2.
2. If notice of cancellation is given within the last 5 workdays prior to the agreed date, 80% of the agreed total costs will become due, plus any cancellation fees accrued for the flight, hotel etc. and travel costs incurred by the consultant, plus statutory VAT.2.
3. In case of non-appearance of the registered participants, Icunet of America Inc. charges 100% of the agreed total course fees plus any cancellation fees accrued for the flight, hotel etc. and travel costs incurred by the consultant, plus statutory VAT. If the registered participants are only present temporarily on a consultant's day, there is no entitlement to reduce the price.2.
4. If the participation in an open training provided by Icunet of America Inc. is cancelled 15 up to 6 workdays prior to the agreed date, 50% of the agreed total costs will become due, plus statutory VAT. If notice of cancellation is given within the last 5 workdays prior to the agreed date and in case of non-appearance, 100% of the agreed total costs will become due, plus statutory VAT.2.
5. The customer is free to furnish evidence that in the individual case less damage than the agreed flat charge, or no damage has been suffered. Instead of the flat charge, Icunet of America Inc. can also calculate the remuneration due to him in concrete terms, based on the expense incurred and in consideration of the unit and total prices specified in the offer.
3. If other commissioned services are cancelled (for example relocation and immigration services), the effectively accrued hours, plus an additional processing fee of 15% and plus the statutory VAT amount will be charged. However, the minimum additional processing fee amounts to 95.- EUR.
Article 8 - Set-off and Right of RetentionThe customer is only entitled to claim a set-off, retention or reduction, if his counter-claims asserted in that respect have been established by declaratory judgment, or have been expressly recognized by Icunet of America Inc..
Article 9 - Liability
1. Unlimited liability: Icunet of America Inc. is liable without limitation for intent and gross negligence, and according to the Product Liability Act. In case of slight negligence, Icunet of America Inc. is only liable for damages arising from injury to life, the body and health of persons.
2. In other respects the following limited liability is applicable: In case of slight negligence Icunet of America Inc. is only liable upon violation of an essential contractual duty, fulfillment of which is essential for proper execution of the contract, and observance of which the customer may regularly rely upon (cardinal obligation). The liability for slight negligence is limited in amount to the damages foreseeable upon contract conclusion, the occurrence of which must typically be expected. This limitation of liability also applies in favor of our staff, employees, workforce, representatives and vicarious agents.
3. Icunet of America Inc. is not liable for damages caused outside of its sphere of responsibility by third parties not acting as vicarious agents of Icunet of America Inc., as well as for information and data which are based on information provided by third parties.
4. Icunet of America Inc. is likewise not liable for translations, which are made at the customer's request by Icunet of America Inc., or which are assigned to external technical translators as ordered.
Article 10 - Force MajeureEvents of force majeure, industrial disputes, riots, administrative measures and other unforeseeable, unpreventable and serious occurrences will release the contracting partners from their performance obligations for the duration of the disturbance
and to the extent of their effect. This also applies in cases where these events occur at a time when the affected contracting partner is in default. The contracting partners are obliged to immediately furnish the required information within reasonable limits, and to adjust their obligations to the changed circumstances in good faith.
Article 11 - Term of Contract, Termination
1. The term of contract depends on the contract period agreed in the respective case.
2. Without prejudice to any ordinary period of notice existing by act of law or ag-reed by contract, either party is entitled to terminate the contract for good cause. A good cause is especially existent in a case where either party is in breach of essential duties under the contract, and where consequently a continuation of the contractual relationship is deemed unreasonable in the light of all circumstances.
Article 12 - Confidentiality and Data Protection
1. Icunet of America Inc. will collect, process and use personal data only for the orders and projects placed by the customer as data earmarked for specific purposes and bound by instructions. The personal data may only be forwarded for specific purposes to third parties after prior written consent given by the customer and the service recipient.
2. Personal data are only accessible to Icunet of America Inc.'s employees involved and to the commissioned service provider to the extent necessary for the order processing.
3. All employees of Icunet of America Inc. and the service providers commissioned by us are obliged to maintain secrecy and to comply with the provisions laid down in the Federal Data Protection Act.
4. Personal data are deleted after completion of the orders and projects placed, un-less otherwise agreed with the customer and the service recipient.
Article 13 - Intercultural Consulting and Competency DevelopmentPlace and time of performance:Unless otherwise agreed, intercultural consultations and competency developments take place on Mondays to Fridays, in the time from 09:00 AM to 05:00 PM including breaks. For this
purpose Icunet of America Inc. can provide premises upon request, depending upon existing capacities. All resulting additional costs for office rent and accommodation are borne by the customer against receipt or as a flat amount.
Article 14 - Software Solutions (E-Learning, Intercultural Potential Analysis, ICU neXt Destination)
1. Rights of Icunet of America Inc. and of the CustomerICUnet.AG, the mother company of Icunet of America Inc., retains the copyrights and the industrial property rights, as well as the exploitation rights in the delivered software. The customer merely obtains a right to use the software in accordance with the agreement.
2. Personal responsibility of the customer for installation, training and instructionThe customer is personally responsible for proper installation of delivered software. Both the installation by Icunet of America Inc. and the training and instruction of the customer or of his employees in how to use the delivered software are not included in the scope of services. These services are separately charged, unless otherwise agreed.
3. Rights to contentsThe ICU neXt Destination is provided on an Internet server connected to the World Wide Web (www) for use in online access. The server availability averages 99.5% per month. The place of performance is the location of the Internet server in Passau. The point of handover of Icunet of America Inc.'s services to the user is the interface between the internal operating network of ICUnet.AG in Passau and the public data network (Internet).
4. Safety obligations of the userThe user is obliged to keep the access authorization / passwords secret. Furthermore the user is obliged to take the necessary precautions to prevent the access authorization and password from being disclosed to unauthorized person, in particular through a regular change of passwords. If the user has a suspicion or evidence that access data were made accessible to unauthorized persons or are used by unauthorized persons, the user is obliged to inform Icunet of America Inc. immediately, so that the relevant user account can be blocked.
5. Data protectionThe anonymous use of the software solutions is not permitted, as the use is contingent upon the existence of an authorization to be proven by the user. Icunet of America Inc. will collect, store and process user-related data within the scope of the statutory data protection rules and to the extent required for proper execution of the contract.
6. Declaration of acceptance and error messageProducts installed by Icunet of America Inc. as ordered will be immediately tested by the customer, jointly with an employee of Icunet of America Inc.. If the products substantially work contractually compliant, the customer will immediately declare the acceptance in writing.If acceptance is refused by the customer, the customer must notify Icunet of America Inc. immediately, however not later than 10 workdays following installation, of concrete errors along with a precise description given in an error protocol. If Icunet of America Inc. is within the aforesaid period not in receipt of a declaration of acceptance or an error message, the work is deemed to be accepted. In case of insubstantial defects, the customer may not refuse the acceptance.
7. License period and terminationIcunet of America Inc. grants licenses for the use of the e-learning tools and the Portal ICU neXt Destination. If the licenses are neither limited in time nor technically restricted and are not cancelled by the customer, the license period will after expiration of one year automatically be extended by one additional year. Notice of termination must be communicated up to three months prior to expiration of the license period by the customer in writing.
8. Availability of accessIcunet of America Inc. guarantees access to the e-learning and potential analysis tools for a period of three months from the issue date, or until first-time redemption of the key.
9. Non-usage by the customerThe online access provided to the customer for use of the e-learning or potential analysis tools will be invoiced by Icunet of America Inc. also in case of non-usage.
Article 15 - Place of Jurisdiction
1. Where the contracting parties are merchants, legal entities under public law or public law special funds, the parties agree that the place of jurisdiction for all disputes arising from the contractual relationship is the legal venue of ICUnet.AG in Passau as the place of trial.
2. ICUnet.AG is also entitled to take legal action before a court which has jurisdiction over the registered seat or a branch office of the customer.
3. If the customer has no general place of jurisdiction within the domestic territory, or has after contract conclusion moved his place of residence or his habitual abode outside the scope of application of this law, or if the customer's place of residence or habitual abode is not known at the time when the action is filed, the place of jurisdiction ICUnet.AG shall likewise be applicable.
4. The governing law is exclusively the law of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
Article 16 - Final Provisions
1. Any ancillary agreements as well as amendments and supplements to the contract must be made in writing and require the written consent of both contracting parties. Verbal ancillary agreements are excluded.
2. The invalidity of individual provisions of this contract or of contractual components shall not affect the legal validity of the remaining provisions. The contracting partners are obliged to find a valid regulation in good faith and in the light of the purpose and intent of the contract and mutual interests, which will not lead to any substantial change of the contract's contents. This also applies, if a gap in the contract becomes obvious and requires a regulation.