§ 1 Scope of application
The following general terms and conditions apply to all legal relations between the agency Bridgeflow.de, represented by Mr. Bernd Kopin, and its contract partners.The general terms and conditions of the agency Bridgeflow.de apply exclusively to the contract; other conditions – especially those which are provided by the contracting party – do not become part of the contract, even if Bridgeflow.de does not expressly contradict them. Something else applies only if Bridgeflow.de expressly agrees to the terms and conditions of the contracting party in writing.In the following Bridgeflow.de is referred to briefly as „we“ and its contractual partners as „client“.With the acceptance of the contract, the client accepts these general terms and conditions.
§ 2 Subject matter of the contract
We analyse the internal work processes of our clients and support them with the introduction of the work management tool „Asana.com“. This includes in particular the training of all relevant employees of the client. In addition, we support our clients in the implementation of productivity systems and techniques in existing software and process architectures. Individual productivity consulting is also available on request. The above activities are hereinafter referred to as „performance“.The proper implementation of the systems based on BridgeFlow’s analysis is at the sole discretion of the client, over which we have no control. We see ourselves as mediators and trainers of the systems and enable our clients to build Asana.com and corresponding systems independently and on a long-term basis. The actual use of Asana.com and any derived objectives (e.g. reduction of internal meetings by a percentage) is therefore not a contractual obligation incumbent upon us. Consequently, there is no entitlement to a specific achievement of objectives which has not been explicitly confirmed by both sides.
§ 3 Conclusion of contract
The contract is concluded when the contract offer is sent to the customer and the order is accepted by the customer returning the order confirmation to us.
§ 4 Reservation of self-delivery, obstacles to performance
The conclusion of the contract is subject to the correct and timely delivery by our third party supplier Asana.com. This shall only apply in the event that we are not responsible for the non-delivery, in particular if a congruent hedging transaction is concluded with our supplier. In this case we are entitled to withdraw from the contract with the customer. In the event of our rescission, we shall inform our customer immediately of the non-availability and reimburse the consideration without delay.Obstacles to performance for which we are not responsible, in particular in the form of force majeure, war, natural disasters, traffic and operational disruptions, official measures and industrial disputes, lead to a performance period extended by the time of the obstacle. In the event that such an obstacle to performance persists, we shall be entitled to withdraw from the contract.
§ 5 Charges, terms of payment
The customer shall pay us for his orders, subject to any other written agreement, the remuneration resulting from the offer plus the applicable statutory value added tax.Payments are due without deduction upon invoicing. The invoice is issued upon release of the service (see § 12 No. 2 of these General Terms and Conditions) or as soon as an individual service has been rendered by us. In the case of framework agreements, the invoice is created when the first service is released.The offer prices correspond to the net price plus VAT and are valid for one productivity package.We charge a fee of 5,00€ for a subsequent change of billing address.We reserve the right in individual cases to perform the service only against advance payment. See § 9 No. 1 of these GTC.
§ 6 Publication, termination
The start of the publication or the performance of the service shall take place at the time agreed in writing with the client. If no date has been agreed in this manner, the service shall be rendered immediately upon completion of the order by us and after release of the service by the customer (see § 12 No. 2 of these General Terms and Conditions).The client is responsible for the complete delivery of perfect, suitable presentation rooms and materials. In addition, the client undertakes to invite BridgeFlow.de as a guest user into their own asana so that BridgeFlow can support them in setting up the tool.The contract ends at the end of the agreed term.The parties are free to terminate the contract without notice for good cause. An important reason for us to terminate the contract is especially given if the client does not meet his payment obligations despite reminders and setting of a deadline or if he commissions services with contents that violate applicable laws or morality. If the client cancels an order at his own request, an expense allowance in the amount of the booked service value will be charged (the price agreed on for the actual service). This also applies to postponements to undefined alternative dates. If a workshop or training course has already been held, the client must pay the full offer price.
§ 7 Obligations of the Client
Compliance with our delivery obligation presupposes the timely and proper fulfilment of the customer’s obligations. This means that he must return the completed questionnaires or any other analysis documents sent to him to us by email (see also § 6 No. 2 of these General Terms and Conditions).
If these prerequisites are not fulfilled in time, the period for performance by us shall be extended accordingly.The customer is obliged to treat any password chosen by him or transmitted by us and the user ID confidentially. Communication to third parties is prohibited. At no time will our employees ask the customer for his password and user ID.If there is reason to suspect that third parties have knowledge of the password and/or misuse a user ID, the customer is obliged to inform us of this immediately in writing.The client assures to comply with all provisions of the data protection and personal privacy laws.
§ 8 Rights and duties of the agency BridgeFlow.de
The use of databases, templates or other data, other than through the functionalities provided by us, is inadmissible and entitles us to block access immediately.We reserve the right not to execute orders placed by the customer or to execute them only in a modified form due to their content, origin or technical form according to uniform, objectively justified principles. This applies in particular if the content violates legal or official prohibitions, is abusive or offends common decency, or the publication is unreasonable for us for other reasons.Materials provided by the customer for the performance of the service shall only be returned by us to the customer upon special written request of the customer. The obligation to store the data ends three months after termination of the service agreement. We are not obliged to store the service rendered after termination of the contract.
§ 9 Default, set-off, right of retention
If the customer defaults on payment of the invoice, we shall be entitled to suspend the contractual obligation to execute orders and to make any services available until the due invoice amounts have been paid in full; we shall make the services available again step by step against payment of the remuneration. This does not extend the performance period. Furthermore, in such cases we shall be free to make advance payment a condition for the provision of services in the case of follow-up orders.In the case of an instalment payment agreement, the entire invoice amount shall become due without a separate reminder if the customer is more than two weeks in arrears with the payment of an instalment.In business transactions, the claim to discounts granted and special price agreements shall become ineffective with the first reminder. The amount shown on the invoice becomes due before deduction of discounts granted and special price agreements.A set-off by the customer with claims existing against us from him is only possible with such claims which are undisputed, legally established or ready for decision.A right of retention of the customer can only be asserted if the counterclaim on which the right to refuse performance is based is undisputed, legally established or ready for decision.
§ 10 Failure of services
If we or our third party providers are unable to provide the services booked for serious reasons (e.g. due to force majeure, power failure, failure of electronic data processing), the obligations shall be suspended to the extent and for the duration of the hindrance, unless gross negligence on our part can be proven. The loss does not entitle to compensation.
§ 11 Notice of defects
In the case of mutual commercial transactions, the client must check the service immediately after the first placement or publication and immediately notify us of any defects. If the customer fails to give notice of defects, the service shall be deemed to have been approved free of defects.in the case of obvious defects, the period for notification of defects shall commence at the time of performance, in the case of concealed defects at their discovery.
§ 12 Warranty, release of the service
Our services are carried out professionally and according to the specifications of our clients. Should there nevertheless be a reason for complaint on the part of the customer, we shall be entitled to supplementary performance. At our discretion, this shall be the elimination of the defect or the delivery of goods free of defects. The client expressly reserves the right to reduce the purchase price or to withdraw from the contract if the subsequent performance fails. In addition, the customer has the possibility to claim damages or reimbursement of his expenses in accordance with the statutory provisions.at the customer’s request, we shall make changes to the processes or systems created by us during the performance period – insofar as our third partyproviders permit this – insofar as this is technically and content-wise reasonable for us. Excluded are all changes that require a completely new structure of Asana. The changes shall be made by charging the cost-dependent costs and shall only be made by us after receipt of a corresponding confirmation (in writing or by e-mail) from the customer.requests for changes by the client to Asana (third party) will be conscientiously forwarded by the contractor to the third party.However, the contractor has no influence on whether the third party provider actually adopts these desired changes.
§ 13 Liability
on our part as well as on the part of our representatives or vicarious agents for damages, in particular due to tort and breach of duties arising from the contractual obligation, is excluded. This does not apply to damages based on intent or gross negligence, injury to life, body or health, assurance of the absence of a defect or the breach of essential contractual obligations. Essential contractual obligations are those obligations the fulfilment of which is essential for the proper performance of the contract and on the compliance with which the customer may regularly rely.In business transactions, unless intent, gross negligence or injury to life, limb or health or the assurance of freedom from defects is involved, damages for the breach of material contractual obligations shall be limited to the foreseeable damage typical of the contract.Errors may occur in computer software, data transmission and via the Internet according to the current state of the art. Therefore, we cannot guarantee an absolutely error-free process. Therefore, we are not liable for damages caused by technical defects which result in services not being available or not being available in full. This applies in particular to possible orders which may not be received by us or which are not taken into account. Excluded from this is intentional or grossly negligent conduct on our part.We are not liable for any damage resulting from the loss or misuse of the client’s user ID or password.
The customer shall indemnify us upon first request against all claims asserted against us by third parties due to inadmissible content or other violations of the law for which the customer is responsible. The indemnity covers all reasonable costs incurred by us due to an infringement of the rights of third parties, including the court and attorney fees incurred for the necessary legal defence. The prerequisite for this liability is that the infringement is attributable to culpable conduct on the part of the client.
§ 14 Content, rights, copyrights
The client alone bears the responsibility for the content, in particular its correctness and legal admissibility of the services to be published as well as the text and image documents made available by the client. We are not obliged to check or monitor the services for impairment of the rights of third parties. The client is obliged to indemnify us from claims of third parties which may arise against us in any way from the execution of the service.If protected trademark rights are used within the framework of the publication of the services, the client hereby grants permission for use. The client assures that he is entitled to grant this approval.
Furthermore, the client bears the sole responsibility under press, competition and other law for the contents delivered by him for publication. By placing the order, the client confirms that he has acquired or can freely dispose of all the rights of use of the owners of copyrights, ancillary copyrights and other rights to the documents and data provided by him, which are required for posting on the Internet.
This contract does not include any transfer of ownership or usage rights, licenses or other rights to the software used to the client. All rights to the software used, to marks, titles, brands and copyrights and other commercial rights remain with us without restriction.
§ 15 Data protection
If the opportunity for the input of personal or business data (email addresses, name, addresses) is given, the input of these data takes place voluntarily.
§ 16 Confidentiality
The contracting parties undertake to treat as confidential all information and data which they receive from the contracting party in connection with the performance of this contract and not to make it accessible to third parties, insofar and as long as this information is not or has not become generally accessible, has not been communicated to the recipient by an authorised third party without any obligation to treat it as confidential or was not demonstrably known to the contracting party prior to the date of receipt. This also includes information on prices and conditions. Third parties shall not be deemed to be the companies affiliated with the respective partner within the meaning of § 15 AktG, as well as persons and companies commissioned by the partner for the purpose of fulfilling the contract, insofar as they have been or will be obliged to maintain secrecy in the same manner.The obligation extends beyond the termination of the contract.If one of the contracting parties recognises that information requiring secrecy has come into the possession of a third party or that a document to be kept secret has been lost, he shall immediately inform the other contracting party thereof.
§ 17 Amendment of the General Terms and Conditions of Business
We reserve the right to change the GTC at any time. The amended GTC shall then apply in principle to the contractual relationships entered into from the date of amendment.we have the right to change our general terms and conditions also with effect for current continuous obligations. In this case, the client may object to the change within two weeks of receipt of the notification of the amended GTC. In the event of an objection, we have the right to terminate the contract within two weeks of receipt of the objection.
§ 18 Linking
The site www.bridgeflow.de as well as its channels and regional sites contains links to other Internet sites. We are not responsible for the privacy practices or the content of such Web sites. For illegal, incorrect or incomplete contents and in particular for damage, which develops from the use of linked information, alone the offerer of the side, to which one referred, is responsible.
The customer is advised that, according to the current state of technology, it cannot be completely excluded that the services published on our Internet pages or those of our suppliers may also be copied, linked and/or additionally published by other Internet providers with the aid of frames, disguised as their own offer. Within the framework of what is technically and legally possible, we endeavour to prevent copying, linking and/or framing in the aforementioned sense. For this purpose, the client already now gives us all necessary declarations of consent. Should it nevertheless come to an unauthorized Linking and/or Framing, then the client can derive from it against us no requirements.
§ 19 Final provisions
Place of performance is Berlin.If the customer is a merchant, a legal entity under public law or a public special fund, or if he has no general place of jurisdiction in the Federal Republic of Germany, the Berlin Local Court or the Berlin Regional Court shall be the exclusive place of jurisdiction for all disputes arising from the contractual relationship.The law of the Federal Republic of Germany shall apply to all legal relationships between the contracting parties, to the exclusion of the uniform UN purchase laws.The contract language shall be German.No oral subsidiary agreements have been made.If one of the above provisions is invalid, the validity of the remaining provisions shall remain unaffected. The ineffective clause shall then be replaced by a clause which comes closest to the ineffective clause in economic terms and intention. Last update: 22.07.2019