General Business and Contract Terms and Conditions of ICUnet.group

Article 1 - Scope of Application of the General Business Terms and Conditions
1.  Icunet Consulting India Private Limited
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 Consulting India Private Limited. 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 Consulting India Private Limited, even if they have not once
again been expressly mentioned or agreed.Article 2 - Offer and Contract
Conclusion1.   The offers of Icunet Consulting India Private
Limited 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 Service1.   The contractual duties of Icunet
Consulting India Private Limited are determined through the respective written
offer submitted by Icunet Consulting India Private Limited, the prices
contained in that offer, and the customer's written order
confirmation.2.   A representation of the customer or service
recipient by Icunet Consulting India Private Limited in legal transactions
implying legal obligations, in particular payment obligations and liabilities
of the customer or service recipient, is excluded by Icunet Consulting India
Private Limited, unless otherwise agreed between the parties in writing.
3.   Icunet Consulting India Private Limited is entitled to also
have its services performed by third parties, unless otherwise agreed between
the parties in writing.Article 4 - Duties of the
Customer1.   The customer contributes to contract fulfillment by
timely and completely making available to Icunet Consulting India Private
Limited all records, documents and information needed for order fulfillment at
his own expense.2.   Icunet Consulting India Private Limited 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 Consulting India Private Limited 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 Consulting India Private LimitedArticle 5
- Prices1.   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 Consulting India Private Limited 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 is 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 Consulting India
Private Limited 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 Consulting India Private Limited reserves the right
to adjust the fees accordingly.Article 6 - Terms of Payment1. Icunet Consulting
India Private Limited is renumerated on the basis of the order concerned.
2.   All invoiced services and disbursements are due for payment
within 30 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 Consulting India Private Limited. All country or
region-specific fees and / or taxes are the sole responsibility of the purchaser.
In case of late payment Icunet Consulting India Private Limited reserves the
right to claim default interest 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 Consulting India Private Limited exists irrespective of
any third party claims arising against the customer and/or the service
recipient, especially in consequence of their unauthorized measures.4.   Icunet
Consulting India Private Limited 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 Consulting India Private Limited is entitled to immediately make all
corresponding claims arising from the business relationship due for payment,
even if Icunet Consulting India Private Limited accepted any bills or cheques.
The same applies in cases where the customer defaults with his payments to
Icunet Consulting India Private Limited, or if other circumstances become known
which raise doubts concerning the customer's creditworthiness. Moreover, Icunet
Consulting India Private Limited is in such event entitled to demand advance
payments or provision of security, or to withdraw from the contract.Article 7 -
Cancellation Rules1.   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 Consulting India Private
Limited2.   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 Consulting India Private Limited 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 Consulting India Private
Limited 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 Consulting India Private
Limited 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 INR 8000.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 Consulting India Private LimitedArticle 9 -
Liability1.   Unlimited liability: Icunet Consulting India
Private Limited is liable without limitation for intent and gross negligence,
and according to the Product Liability Act. In case of slight negligence,
Icunet Consulting India Private Limited 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 Consulting India Private Limited 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 favour of our staff, employees, workforce, representatives and
vicarious agents.3.   Icunet Consulting India Private Limited is
not liable for damages caused outside of its sphere of responsibility by third
parties not acting as vicarious agents of Icunet Consulting India Private
Limited, as well as for information and data which are based on information
provided by third parties.4.   Icunet Consulting India Private
Limited is likewise not liable for translations, which are made at the
customer's request by Icunet Consulting India Private Limited, 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,
Termination1.   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
Protection1.   Icunet Consulting India Private Limited 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
Consulting India Private Limited's employees involved and to the commissioned
service provider to the extent necessary for the order
processing.3.   All employees of Icunet Consulting India Private
Limited 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
Consulting India Private Limited 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 Consulting India Private
Limited and of the CustomerICUnet.AG, the mother company of Icunet Consulting
India Private Limited, 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
Consulting India Private Limited 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 Nürnberg.
The point of handover of Icunet Consulting India Private Limited's services to
the user is the interface between the internal operating network of ICUnet.AG
in Nürnberg 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 Consulting India Private Limited 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 Consulting India Private Limited 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 Consulting India Private Limited as ordered
will be immediately tested by the customer, jointly with an employee of Icunet
Consulting India Private Limited 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 Consulting India Private Limited immediately, however not later than 10
workdays following installation, of concrete errors along with a precise
description given in an error protocol. If Icunet Consulting India Private
Limited 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 Consulting
India Private Limited 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 Consulting India
Private Limited 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 Consulting India Private Limited also in case
of non-usage.Article 15 - Place of Jurisdiction1.   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 Provisions1.   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.