§ 1 Scope of Application
(1) The following conditions apply in conjunction with a project offer or project contract between the freelancer Brian Zelun Jin and a customer (hereinafter \"Customer\") for all orders concerning consulting, training, planning or organizational work as well as similar services, unless otherwise agreed in writing. Deviating, conflicting or supplementary terms and conditions of the Customer are not recognized unless Brian Zelun Jin expressly agrees to their validity in writing. This consent requirement applies in any case, for example, even if the Customer refers to its terms and conditions as part of the order and Brian Zelun Jin does not expressly object. These terms and conditions also apply if Brian Zelun Jin performs the service to the Customer without reservation with knowledge of conflicting or deviating conditions of the Customer.
(2) Individual agreements and information in our order confirmation take precedence over these terms and conditions.
(3) Legally relevant declarations and notifications of the Customer in relation to the contract (e.g. setting of deadlines) must be made in writing. Writing in the sense of these terms and conditions includes written and text form (e.g. letter, email, fax). Legal form requirements and further evidence, particularly in case of doubts about the legitimacy of the declarant, remain unaffected.
(4) References to the applicability of statutory provisions have only clarifying significance. Therefore, even without such clarification, the statutory provisions apply insofar as they are not directly amended or expressly excluded in these terms and conditions.
§ 2 Contract Conclusion and Subject Matter
(1) Offers from Brian Zelun Jin are non-binding and subject to change. This also applies if Brian Zelun Jin has provided the Customer with project offers and descriptions, catalogs, technical documentation (e.g. drawings, plans, calculations, calculations, references to DIN standards), other product descriptions or documents - also in electronic form - on which Brian Zelun Jin reserves property and copyright rights.
(2) If a specified period is indicated in the offer, submitted offers are valid for this period. If no contract conclusion has taken place by this time, Brian Zelun Jin is no longer bound by the offer.
(3) The order by the Customer is considered a binding contractual offer. Unless otherwise indicated in the order, Brian Zelun Jin is entitled to accept this contractual offer within 3 weeks of its receipt by Brian Zelun Jin.
(4) Acceptance can be declared either in writing (e.g. through order confirmation) or through conclusive action (e.g. execution of the project).
(5) The agreed service incumbent upon Brian Zelun Jin is provided according to the principles of proper professional practice and the application of current knowledge and experience. The selection of the service-providing Brian Zelun Jin freelancers or Brian Zelun Jin employees (both hereinafter \"Employees\") remains reserved to Brian Zelun Jin even during the course of the project.
§ 3 Scope of Services
The task definition, the approach and the type of services and work documents to be delivered are regulated on the basis of the offer in project contracts and, if applicable, in textual (supplementary) agreements of the contracting parties. Subsequent changes, additions or extensions to the task definition, the approach and the type of work results require a special agreement in text form.
§ 4 Customer's Cooperation Obligations
(1) The Customer undertakes to support the activities of Brian Zelun Jin required for the execution of the order.
(2) The Customer creates free of charge all prerequisites that are necessary for the proper execution of an order. These prerequisites include in particular that the Customer names a contact person who is available to the employees of Brian Zelun Jin. The contact person is authorized to make declarations that are necessary as interim decisions in the context of continuing the order and provides the employees of Brian Zelun Jin with access to the information necessary for their activity at all times and supplies them with all required documents in a timely manner. The Customer has no right to give instructions to the employees of Brian Zelun Jin.
§ 5 Confidentiality
(1) The contracting parties are obliged to treat information about business and trade secrets confidentially and also not to disclose other knowledge and information, insofar as they are not obvious, to third parties or otherwise use them.
(2) Both contracting parties will impose a corresponding obligation on their respective employees.
(3) The confidentiality obligation remains in effect even after termination of the contract.
(4) In the event of a culpable violation of para. 1 or 2, a contractual penalty of EUR 10,000.00 becomes due. If the violation consists of a permanent breach, the contractual penalty is newly forfeited for each month begun in which the permanent violation exists. The assertion of damages that exceed the forfeited contractual penalty remains reserved, as does the assertion of all other legal claims and legal consequences from a violation (e.g. injunctive relief claims).
§ 6 Copyright
(1) Brian Zelun Jin grants the Customer a simple right of use and exploitation for all copyrights arising from the project contract at Brian Zelun Jin. The Customer does not owe separate compensation for this grant.
(2) Documents, document templates, forms, work tools, files and similar items provided by Brian Zelun Jin may only be used by the Customer for their own needs and may not be passed on to third parties.
(3) In the event of a culpable violation of para. 2, a contractual penalty of EUR 10,000.00 becomes due. If the violation consists of a permanent breach, the contractual penalty is newly forfeited for each month begun in which the permanent violation exists. The assertion of damages that exceed the forfeited contractual penalty remains reserved, as does the assertion of all other legal claims and legal consequences from a violation (e.g. injunctive relief claims).
(4) Brian Zelun Jin is entitled to continue using their own ideas, concepts and experiences in anonymized form and to make them available to third parties without thereby establishing license and compensation claims of the Customer or violating the agreed confidentiality.
§ 7 Default of Acceptance
(1) If an action by the Customer is required for the performance of the service obligation incumbent upon Brian Zelun Jin, then Brian Zelun Jin may, if the Customer falls into default of acceptance by omitting the action, demand reasonable compensation including necessary additional expenses. For this purpose, Brian Zelun Jin calculates a flat-rate compensation of EUR 100.00 per calendar day, beginning with the execution deadline of the service contract - in the absence of an execution deadline - with the notification of readiness to perform. The proof of higher damage and the legal claims of Brian Zelun Jin (in particular compensation for additional expenses, reasonable compensation, termination) remain unaffected; the flat rate is to be offset against further monetary claims. The Customer remains permitted to prove that Brian Zelun Jin has incurred no damage at all or only substantially less damage than the above flat rate.
(2) If a case of para. 1 sentence 1 exists, Brian Zelun Jin is entitled to set a reasonable deadline for the Customer to make up for the action with the declaration that Brian Zelun Jin will terminate the project contract if the action is not undertaken by the expiration of the deadline. However, the cancellation of the project contract after expiration of the deadline requires explicit declaration by Brian Zelun Jin. In case of termination of the project contract by Brian Zelun Jin, the statutory provisions apply.
§ 8 Liability
(1) Brian Zelun Jin is liable according to statutory provisions, subject to para. 2.
(2) For damages, Brian Zelun Jin is liable - regardless of the legal basis - according to statutory provisions if the breach of duty by Brian Zelun Jin - including their representatives and vicarious agents - results in injury to life, body or health (subject to statutory liability limitations (e.g. care in own affairs; insignificant breach of duty)). Brian Zelun Jin is also liable according to statutory provisions if the Customer's claim for damages is based on intent or gross negligence by Brian Zelun Jin - including their representatives and vicarious agents. Furthermore, Brian Zelun Jin is liable for simple negligence according to statutory provisions (subject to statutory liability limitations (e.g. care in own affairs; insignificant breach of duty)) if Brian Zelun Jin culpably violates an essential contractual obligation (obligation whose fulfillment first enables the proper performance of the contract and on whose compliance the contracting party regularly relies and may rely); in this case, however, liability for damages is limited to the contractually typical, foreseeable damage. Insofar as Brian Zelun Jin is not liable according to the preceding sentences, Brian Zelun Jin's liability due to defective performance is excluded. Insofar as Brian Zelun Jin's liability is limited according to the preceding sentences, the limitations apply correspondingly to the personal liability of Brian Zelun Jin's employees. § 639 BGB remains unaffected.
§ 9 Force Majeure
Events of force majeure that make performance substantially more difficult or temporarily impossible for Brian Zelun Jin entitle Brian Zelun Jin to postpone the fulfillment of their obligations by the duration of the impediment plus a reasonable start-up time. Strikes, lockouts and similar circumstances affecting Brian Zelun Jin directly or indirectly and for which Brian Zelun Jin is not responsible are equivalent to force majeure.
§ 10 Contract Duration
The project contract is completed when the services listed in the project contract have been properly rendered.
§ 11 Fees, Ancillary Costs, Due Dates
The fee for the services of Brian Zelun Jin is to be calculated according to the time spent on the activity, possibly including travel time (time-based fee). The amount of the fee rates as well as travel, accommodation and hotel costs are specified in the respective project contract. Unless otherwise agreed in individual cases, the current Brian Zelun Jin list rates applicable at the time of contract conclusion apply, plus statutory value-added tax. Billing of services rendered is generally carried out monthly. All invoices are to be paid within 15 days of invoice creation including the indicated value-added tax, if applicable. Cash discount is only granted after express agreement. Unjustified cash discount deductions by the Customer will be reclaimed by Brian Zelun Jin.
§ 12 Assignment
An assignment of rights or transfer of obligations from project contracts requires the prior written consent of both contracting parties. § 354a HGB remains unaffected.
§ 13 Reference Information
Brian Zelun Jin is entitled to list the Customer including the type of services provided in an appropriate scope and taking into account any confidentiality interests of the Customer in a customer directory and to use this for reference and acquisition purposes. The Customer may object to this data use at any time.
§ 14 Miscellaneous
(1) No oral or written side agreements to these terms and conditions exist.
(2) Additions and deviations from these terms and conditions require written form. This also applies to the cancellation of the written form requirement. § 305b BGB remains unaffected.
(3) The legal invalidity of an agreement in this contract does not affect the legal validity of the other agreements in this contract. Should a provision be invalid or unenforceable or become so, the remaining provisions remain unaffected. The parties undertake in this case to negotiate an effective provision that comes closest to the invalid provision in economic result and best corresponds to the purpose arising from the present contract. This also applies in case of partial invalidity of individual provisions and other non-regulated matters, i.e. contractual gaps.
(4) The law of the Federal Republic of Germany applies. Exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the registered office of Brian Zelun Jin in Munich. Priority statutory provisions, in particular regarding exclusive jurisdictions, remain unaffected.