Terms and Conditions (GTC)

These general terms and conditions apply to all business relationships between ccn Services GmbH and ccn corporate communication networks GmbH, both referred to as (“ccn”), in which ccn provides services, goods or rights. The following clauses apply exclusively. Conflicting or deviating provisions of the customer do not apply unless ccn has expressly agreed to their validity in writing. The following provisions also apply if ccn provides the service to the customer without reservation in the knowledge of conflicting or deviating customer conditions.

1. Conclusion of contract; priority

1.1 Conclusion of contract

The contract is concluded when both parties sign the contract document. Unless something to the contrary is determined in each individual case, the offer documents sent by ccn to the customer in preparation for the conclusion of the contract merely represent a non-binding invitation to conclude the contract, to which ccn is not bound until the contract is signed.

1.2 Priority

In the event of any inconsistency between these General Terms and Conditions and the provisions of the Contracts, the provisions of the Contracts shall prevail.

1.3 Deadlines

Specified delivery, provision and other deadlines are non-binding targets unless they are expressly marked as “binding” in writing. ccn will inform the customer in good time of an imminent exceeding of targets, stating the reasons.

2. Compensation, Terms of Payment

2.1 Net Prices

All stated prices and payments are net prices (excluding VAT). Unless expressly agreed otherwise, travel, accommodation and meal costs will be charged to the customer at cost price. This does not apply to services that are billed at a fixed price.

2.2 Price Adjustment

In the case of hosting and access providing contracts as well as other ongoing obligations, ccn is entitled to adjust the agreed prices or remuneration in accordance with the general price development in the respective service area. Price increases must be announced in writing no later than three months before the price increase takes effect. If the price increase is more than 5% within 12 months, the customer is entitled to terminate the contract within 30 days after receipt of the price increase announcement. In this case, ccn can decide, at its own discretion, to omit the announced price increase for the objecting customer or to accept the termination. If ccn decides to withdraw the price increase for the customer, the contract will continue under the previously agreed conditions.

2.3 Maturity

Unless expressly stated otherwise, invoices are due for payment immediately upon receipt. From the 10th day after receipt of the invoice, ccn is entitled, without further reminder, to claim the damage caused by the delay, but at least interest on arrears in the amount of 5% for the year above the base interest rate. ccn reserves the right to assert further claims due to default in payment. This applies in particular, where relevant, to the exercise of blocking and termination rights under Section 45k of the Telecommunications Act (TKG).

2.4 Set-Off and Retention

The customer is only entitled to offsetting or asserting rights of retention if his counterclaim has been legally established, is ready for a decision or is undisputed.

2.5 Objections to Invoices

The customer must raise any objections to the invoice in writing to ccn immediately, but at the latest within a period of six weeks after receipt. The invoice is considered approved if the customer does not object to it within the aforementioned period. Statutory claims of the customer in the event of justified objections after the deadline have expired remain unaffected if and to the extent that ccn is still able to review the objections in accordance with the applicable data protection regulations.

3. Obligations to cooperate

3.1 Customer Cooperation

The customer acknowledges that ccn is dependent on the full cooperation of the customer for the successful and timely implementation of the services incumbent on it. The customer therefore undertakes to provide all the materials, information and infrastructure services required in his sphere of operation for the proper performance of ccn's services in a timely and complete manner. Delays caused by the customer not fulfilling his obligations to cooperate in a timely manner or in full shall be borne by the customer. Execution deadlines are automatically extended by the period of the delay. ccn can invoice the customer for any additional costs incurred as a result of the delay after a corresponding reminder according to ccn's current price list. In addition, ccn can demand that the customer submit the necessary declarations or take the necessary decisions and actions, setting a reasonable deadline. If the respective cooperation action is not carried out within this period, ccn is entitled to terminate the contract concerned for good cause. Other rights of ccn remain unaffected.

3.2 Obligations to Cooperate

As part of his duty to cooperate, the customer is particularly obliged to

a) to appoint a competent contact person with comprehensive negotiating and closing powers who will ensure compliance with the obligation to cooperate;

b) to encourage its employees to work together with the employees commissioned by ccn;

c) to grant the employees commissioned by ccn to perform the services access to the facilities required for the provision of services in the case of on-site services;

d) to keep all data affected by the services available in machine-readable form as a backup copy, which enables lost data to be reconstructed with reasonable effort;

e) to keep their personal customer passwords, login IDs and passwords secret, as far as relevant, and to change them immediately or have them changed by ccn if they suspect that unauthorized third parties have gained knowledge of them,

f) to inform ccn immediately of all circumstances of which he becomes aware that could impair the provision of services by ccn,

g) to notify ccn immediately in writing or by fax of any change to his name, company name, place of residence or place of business, telephone number, e-mail address, account, bank details or similar circumstances that are essential to the contractual relationship.

3.3 Dates and Availability

Insofar as the customer has agreed specific availability dates or availability with ccn, these shall only apply subject to the customer's timely fulfillment of all relevant preliminary services and obligations to cooperate.

4. Acceptance

4.1 Inspection and acceptance obligation

Insofar as acceptance is required by law or contract, the services rendered must be checked by the customer immediately after completion to ensure that they conform to the contract. If the customer determines that the service rendered is in accordance with the contract during his inspection, he must immediately declare acceptance to ccn. If the customer finds deviations from the agreed service content during his inspection, he shall inform ccn immediately in writing. The notification must contain a sufficiently specific description of the discrepancy found to enable ccn to identify and rectify the discrepancy. The elimination of deviations presupposes that the detected deviation can be reproduced by ccn.

4.2 Procedure for Deviations

Significant deviations from the agreed service content will be eliminated by ccn as soon as possible and then presented to the customer for acceptance; the new acceptance test is limited to determining whether the deviation has been eliminated. Insignificant deviations are recorded by the customer in writing in the declaration of acceptance as a defect and are eliminated by ccn within the framework of the statutory provisions for the elimination of defects.

4.3 Acceptance fiction

If no acceptance takes place, ccn can set the customer a period of 14 days in writing to declare acceptance. Acceptance is deemed to have taken place if the customer does not specify in writing within this period the significant defects that he has identified. In addition, acceptance is always deemed to have taken place as soon as the customer uses the delivered service for business purposes. In this case, ccn will only remedy the defect within the framework of the statutory provisions for remedying the defect.

5. Warranty

5.1 Statute of Limitations

Claims by the customer against ccn due to a defect become time-barred within one year, calculated from the declaration of acceptance in the case of work contracts and from the delivery of the item in the case of purchase contracts and contracts for work and materials (§ 651 BGB), unless otherwise agreed.

5.2 Subsequent performance

In the case of defects that are justified and asserted in a timely manner, ccn will remedy the defects at its own discretion by means of subsequent performance by eliminating the defect or by delivering a replacement item free of defects. If the supplementary performance is refused, fails or is unreasonable for the customer, the customer is entitled to withdraw, to reduce the price or to assert claims for damages in accordance with the provisions of Section 5.3 below.

5.3 Deadline for supplementary performance

The customer is only entitled to withdraw from the contract – insofar as withdrawal is not legally excluded – to reduce the purchase price and to assert claims for damages after the unsuccessful expiry of a reasonable deadline set by him for subsequent performance, unless the deadline is in accordance with the statutory provisions Provisions unnecessary. Withdrawal and damages instead of full performance are excluded if the breach of duty by ccn is only insignificant. If ccn has already provided a partial service, withdrawal and assertion of damages instead of the entire service are only possible if the customer is not interested in the partial service (280 Para. 1, 323 Para. 5 BGB). In the event of withdrawal, the customer is liable for deterioration, loss and non-utilization not only for his own customary care, but for any negligent and intentional fault. In the case of fraudulent concealment of a defect or in the case of the assumption of a guarantee within the meaning of 444 BGB, the rights of the customer are based on the statutory provisions.

5.4 Unauthorized Modifications

The customer's claims due to defective services or items shall lapse if the customer makes changes or processing to the items or services supplied by ccn that have not been authorized by ccn, unless the customer proves that the defect in question is neither total nor partly caused by such a change.

5.5 Unauthorized Error Messages

If the customer is responsible for the errors reported by him or if the errors reported by him are not present, ccn is entitled to charge the customer for the costs incurred by the error message and elimination.

6. Liability

6.1

ccn is liable in cases of intent or gross negligence on the part of ccn and its representatives or vicarious agents in accordance with the statutory provisions. For the rest, ccn is only liable under the Product Liability Act, for injury to life, limb or health, for culpable violation of essential contractual obligations or if ccn fraudulently concealed a defect or assumed a guarantee of quality, as well as in the event of delay and impossibility. However, the claim for damages for the violation of essential contractual obligations is limited to the foreseeable damage typical of the contract, unless there is another case of mandatory liability according to sentence 1 or 2 at the same time.

6.2

The provisions of the above paragraph 6.1 apply to all claims for damages (in particular for damages in addition to performance and damages in lieu of performance), regardless of the legal reason, in particular due to defects, the breach of obligations arising from the contractual relationship or tort. It also applies to claims for reimbursement of futile expenses.

6.3

A change in the burden of proof to the detriment of the customer is not associated with the above regulations.

6.4 Third Party Product Errors

ccn assumes no liability for inherent errors in third-party products, in particular software products, which ccn provides or transfers as part of its services, unless the error could have been identified by ccn in a proper examination of the third-party product before the service was provided.

6.5 Telecommunications Services

For financial losses caused by ccn in connection with telecommunications services, ccn's liability is also limited in accordance with § 44a TKG.

6.6 Other Limitations of Liability

Further limitations of liability can be agreed separately between the parties.

6.7 Extension

Insofar as ccn's liability is excluded or limited, this also applies to the liability of ccn's employees, representatives and vicarious agents.

6.8 Force Majeure

In the case of events of force majeure such as war, unrest, natural disasters, fire, strikes, lockouts, sabotage by third parties, etc., neither party is liable to the other party for any delay or failure to perform the service due to force majeure. If an event of force majeure lasts longer than one month, both parties are entitled to terminate the contract for good cause. Compensation or damage claims do not exist in this case.

7. Violation of property rights of third parties

7.1 Release from Claims by Third Parties

Insofar as the customer is exposed to third-party claims due to the contractual use of the products or services provided by ccn due to an infringement of industrial property rights or copyrights, ccn undertakes to indemnify the customer from these claims and the reasonable costs of legal defense. However, this obligation to indemnify only applies if (a) the customer notifies ccn in writing of the claims asserted against him immediately after becoming aware of them, (b) ccn retains control of all defensive measures and settlement negotiations against the claims and (c) the customer supports ccn reasonable support in the defense or settlement of the claims.

7.2 Knowledge

ccn is only obliged to pay damages to the customer due to the infringement of property rights of third parties via the indemnification obligation according to the above clause 7.1 if ccn was aware or should have been aware of the violation of the property right.

7.3 Exclusion

The customer's rights under this Section 7 do not exist if the infringement of third-party property rights is due to the fact that the customer (a) made a change to the products or services provided that was not approved by ccn, (b) used the products or services contrary to the instructions used by ccn or (c) combined with any hardware or software not approved by ccn.

8. Retention of Title

8.1 Retention of title

ccn retains ownership of all delivered hardware or software and other items until all current or future claims from the business relationship with the customer have been paid in full. The customer is obliged to treat the hardware or software with care until ownership has passed in full and, in particular, to carry out any necessary maintenance and inspection work in good time. The customer may neither pledge the items nor assign them as security.

9. Use Rights

9.1 Third Party Software

In the case of delivery of software that has been produced by third parties, the scope of the license is determined by the license terms of the respective software manufacturer.

10. Self-Supply, Subcontractors

10.1 Self-delivery reservation

Insofar as ccn recognizably obtains the hardware or software or other items or services purchased from the customer from third parties, all agreed delivery conditions, availability or specifications shall apply subject to ccn being supplied by the third party, unless the non-delivery by ccn is due is represented. If a specific article is not or only partially available, ccn will inform the customer immediately about the unavailability of the article. Any consideration already paid will be reimbursed by ccn.

10.2 Subcontractors

Unless otherwise agreed in writing between the parties, ccn is entitled to use subcontractors to fulfill its performance obligations.

11. Contract Modifications

11.1 Notification of Changes

Changes to these general terms and conditions are announced by sending the changed conditions to the customer.

11.2 Right of Termination

If these General Terms and Conditions are changed to the disadvantage of the customer in accordance with the previous paragraph, the customer can terminate the contract for the respective service with effect from the time the change takes effect. ccn will inform the customer of his right of termination in the notification of change. The customer's right of termination expires if the customer has not exercised it within one month of being notified of the right of termination.

12. Confidentiality

12.1 Policy

The contracting parties undertake to treat all confidential information that they receive from the other party in connection with the fulfillment of the contract as confidential, even after the end of the contractual relationship, and to use it only for the fulfillment of the task. Confidential information is any information that is marked as such or that is inherently confidential.

12.2 Exception

The confidentiality obligation of the preceding paragraph does not apply to information that is generally accessible to the public or is made accessible through no fault of the other party. It also does not apply to information that was in the possession of the other party prior to disclosure or was independently developed by the other party. The burden of proof for the existence of one of the above exceptions lies with the party who relies on the present exception.

13. Data protection, telecommunications secrecy

13.1 Policy

Personal data of the customer are only collected, processed or used if the person concerned has consented or the Federal Data Protection Act (BDSG), the TKG, the Telemedia Act (TMG) or other relevant legal provisions allow this or the customer has given his consent.

13.2 Telecommunications Secrecy

ccn maintains telecommunications secrecy within the framework of legal requirements.

14. Miscellaneous

14.1 Law and Jurisdiction

The contracts concluded with reference to these General Terms and Conditions are subject to German law to the exclusion of the regulations on private international law. If the customer is a merchant, the exclusive place of jurisdiction for all disputes in connection with this contract is Munich.

14.2 Severability Clause

If individual provisions of these General Terms and Conditions or the contracts are or become invalid in whole or in part, or if the contract contains a loophole, this does not affect the effectiveness of the General Terms and Conditions and the contract as a whole or the remaining contractual provisions.

ccn Services GmbH, Adi-Maislinger-Strasse 7, 81373 Munich
ccn corporate communication networks GmbH, Adi-Maislinger-Strasse 7, 81373 Munich

ccn AGB V1.1, valid from September 2021