General Terms and Conditions
This English version is provided for convenience only. The German version of these General Terms and Conditions is the legally binding one; in the event of any discrepancy, the German text prevails.
§ 1 Scope
The following General Terms and Conditions (GTC) apply to all legal relationships between the agency OPG One Productivity Group GmbH, represented by Mr Bernd Kopin and Patrick A. Lorenz, and its contractual partners. The contract is governed exclusively by the GTC of the agency OPG One Productivity Group GmbH; other terms – in particular those of the contractual partner – do not become part of the contract, even if OPG One Productivity Group GmbH does not expressly object to them. OPG One Productivity Group GmbH is referred to below as “we” and its contractual partners as “customers”. By accepting the contract, the customer acknowledges these GTC.
§ 2 Subject matter of the contract
We analyse our customers’ internal work processes and support them in introducing the work management tool “monday.com”. This includes in particular the training of all relevant employees of the customer. In addition, we support our customers in implementing productivity systems and techniques within existing software and process architectures. On request, we also offer individual productivity consulting. The appropriate implementation of the systems based on the analysis by OPG One Productivity Group GmbH lies solely at the discretion of the customer; we have no influence on this. We see ourselves as facilitators and trainers of the systems and enable our customers to set up monday.com and comparable systems independently and for the long term. The actual use of monday.com and any targets derived from it (e.g. reducing internal meetings by a certain percentage) are therefore not a contractual obligation on our part. Consequently, there is no entitlement to the achievement of a specific goal unless this has been expressly confirmed by both parties.
§ 3 Conclusion of the contract
The contract is formed when the contract offer is sent to the customer and is accepted when the customer returns the order confirmation to us.
§ 4 Reservation of self-supply, obstacles to performance
The contract is concluded subject to correct and timely self-supply by our supplier monday.com. This applies only where the non-delivery is not attributable to us, in particular where a congruent covering transaction has been concluded with our supplier. In such a case we are entitled to withdraw from the contract with the customer. If we withdraw, we will inform the customer of the unavailability without delay and refund any consideration received without delay.
Obstacles to performance for which we are not responsible, in particular force majeure, war, natural disasters, disruptions to transport and operations, official measures and industrial action, extend the performance period by the duration of the obstacle. If such an obstacle becomes permanent, we are entitled to withdraw from the contract.
§ 5 Duties to cooperate
The customer is obliged to cooperate within the scope of the contractual relationship. The customer will perform the necessary acts of cooperation without delay upon our first request. We reserve the right to withhold performance should the customer fail to fulfil the required and requested tasks within the scope of its duties to cooperate. If the customer does not respond after three consecutive emails requesting cooperation in scheduling, we reserve the right to cancel the project. The customer’s cooperation and a reasonable response time (48 hours) are essential for the smooth execution of our joint efforts.
§ 6 Remuneration, terms of payment
Unless otherwise agreed in writing, the customer shall pay us the remuneration resulting from the offer for its orders, plus the applicable statutory value added tax. Payments are due upon invoicing without deduction. Invoicing takes place upon approval of the service (cf. § 12 No. 2 of these GTC) or as soon as an individual service has been rendered by us. The prices quoted are net prices plus VAT and apply to one service package each. For subsequent changes to the billing address we charge a fee of EUR 5.00. We reserve the right, in individual cases, to render the service only against advance payment. See § 9 No. 1 of these GTC.
§ 7 Default
(1) Deadlines for performance by us do not begin to run until the invoice amount has been received by us in full and, as agreed, the data required for the services is fully available to us or the necessary acts of cooperation have been performed in full.
(2) If the customer is in default with payments due, we reserve the right not to perform further services until the outstanding amount has been settled.
(3) If, in the case of payment by instalments, the customer is in default with a payment due to us, we are entitled to terminate the contract for cause and to cease the services. We will claim the entire remuneration that becomes due up to the next ordinary termination date as damages. Expenses saved are to be deducted.
(4) Hours not used expire one month after the second reminder letter from OPG One Productivity Group GmbH to the customer.
§ 8 Publication, termination
Publication or execution of the service begins at the time agreed in writing with the customer. If no such time has been agreed, the service is rendered without delay after we have completed the order and after the customer has approved the service (cf. § 12 No. 2 of these GTC). The customer is responsible for the complete provision of flawless, suitable presentation rooms and materials. In addition, the customer undertakes to invite OPG One Productivity Group GmbH as a guest user into its own monday.com account so that OPG One Productivity Group GmbH can provide support in setting up the tool.
The contract ends upon expiry of the agreed term. The parties are entitled to terminate the contract without notice for good cause. Good cause for termination exists for us in particular if the customer fails to meet its payment obligations despite a reminder and the setting of a deadline, or commissions services with content that violates applicable law or public morals. If the customer cancels an order at its own request, a compensation fee in the amount of the booked service becomes due. This also applies to postponements to unspecified alternative dates. If a workshop or training course has already been held, the customer shall pay the full offer price.
§ 9 Obligations of the customer, violations
Compliance with our delivery obligation presupposes the timely and proper fulfilment of the customer’s obligations. This means that the customer must return the questionnaires or other analysis documents sent to it, duly completed, to us by email (see also § 6 No. 2 of these GTC). The customer is obliged to keep the password chosen by it or transmitted by us and the user ID confidential. Disclosure to third parties is prohibited. The customer will at no time be asked by our staff for its password or user ID. If there is reasonable suspicion that third parties have knowledge of the password and/or are misusing a user ID, the customer is obliged to notify us of this in writing without delay. The customer warrants that it will comply with all data protection and personal rights provisions.
§ 10 Rights and obligations of OPG One Productivity Group GmbH
We reserve the right not to execute orders placed by the customer, or to execute them only in modified form, on account of their content, origin or technical form in accordance with uniform, objectively justified principles. This applies in particular if the content violates statutory or official prohibitions or public morals, or if publication is unreasonable for us for other reasons. Material provided by the customer for the performance of the service will be returned to the customer only upon the customer’s specific written request. The obligation to retain such material ends three months after termination of the service contract. We are not obliged to retain the service rendered after termination of the contract.
§ 11 Default, set-off, right of retention
If the customer is in default with the payment of invoices, we are entitled to suspend our contractual obligation to execute orders and render services until the invoice amounts due have been paid in full; we will make the services available again step by step against payment of the remuneration. The performance period is not extended as a result. In the case of an instalment agreement, the entire invoice amount becomes due without a separate reminder if the customer is more than two weeks in default with the payment of an instalment. In commercial transactions, the entitlement to discounts granted and special price agreements lapses with the first reminder. The amount shown on the invoice is due before deduction of the discounts granted and special price agreements.
The customer may set off claims it has against us only with claims that are undisputed, have been established by final judgment or are ready for decision. The customer may assert a right of retention only if the counterclaim on which the right to refuse performance is based is undisputed, has been established by final judgment or is ready for decision.
§ 12 Failure of services
If we or our third-party providers are unable to render the booked services for serious reasons (e.g. force majeure, power failure, failure of electronic data processing), the obligations to perform are suspended to the extent and for the duration of the impediment, unless there is gross fault on our part. Such a failure does not entitle the customer to damages.
§ 13 Notice of defects
In transactions between merchants, the customer must inspect the service immediately after its first set-up or publication and give notice of any defects without delay. If the customer fails to give notice of defects, the service is deemed to have been approved as free of defects. The period for giving notice begins, for obvious defects, at the time the service is rendered and, for hidden defects, upon their discovery.
§ 14 Warranty, approval of the service
Our services are rendered professionally and in accordance with the customer’s specifications. Should the customer nevertheless have cause for complaint, we are entitled to subsequent performance. At our option, this consists of remedying the defect or delivering an item free of defects. The customer expressly reserves the right, if subsequent performance fails, to reduce the price or withdraw from the contract at its option. In addition, the customer may claim damages or reimbursement of its expenses in accordance with the statutory provisions.
At the customer’s request – insofar as our third-party providers permit this – we will make changes to the procedures or systems created by us during the service period, insofar as this is technically and substantively reasonable for us. Excluded are all changes that require a completely new structure of monday.com. Changes are carried out on a time-and-materials basis and are implemented by us only after corresponding confirmation (in writing or by email) from the customer. Change requests by the customer addressed to monday.com (third-party provider) are conscientiously forwarded by the contractor to the third-party provider. However, the contractor has no influence on whether the third-party provider actually adopts these change requests.
§ 15 Liability
Liability on our part or on the part of our representatives or vicarious agents for damages, in particular arising from tort and breach of obligations under the contractual relationship, is excluded. This does not apply in cases of damage caused intentionally or by gross negligence, injury to life, limb or health, a guarantee as to the absence of a defect, or a breach of material contractual obligations. Material contractual obligations are those whose fulfilment is essential to the proper performance of the contract and on whose observance the customer may regularly rely. In commercial transactions, damages for the breach of material contractual obligations – unless there is intent, gross negligence, injury to life, limb or health, or a guarantee as to the absence of defects – are limited to the foreseeable damage typical of the contract.
With computer software, data transmission and on the internet, errors may occur according to the current state of the art. We therefore cannot guarantee absolutely error-free operation. Consequently, we are not liable for damages resulting from services being unavailable or not fully available due to technical defects. This applies in particular to any orders that do not reach us or are not taken into account. We are not liable for damages arising from the loss or misuse of the customer’s user ID or password.
The customer shall indemnify us upon first request against all claims by third parties asserted against us on account of inadmissible content or other infringements for which the customer is responsible. The indemnity covers all reasonable costs incurred by us as a result of an infringement of third-party rights, including court and legal fees for the necessary legal defence. This liability is conditional upon the infringement being attributable to culpable conduct on the part of the customer.
§ 16 Content, rights, copyright
The customer alone is responsible for the content, in particular the accuracy and legal admissibility, of the services to be published and of the text and image materials provided by the customer. We are not obliged to check or monitor the services for infringement of third-party rights. The customer is obliged to indemnify us against claims by third parties that may arise against us in any way from the performance of the service. Insofar as protected trademark rights are used in the course of publishing the services, the customer hereby grants permission for their use. Furthermore, the customer bears sole responsibility under press law, competition law and otherwise for the content it supplies for publication. By placing the order, the customer confirms that it has acquired all rights of use required for posting on the internet from the holders of copyrights, neighbouring rights and other rights in the documents and data it provides, or that it is free to dispose of them.
This contract does not include any transfer of ownership or usage rights, licences or other rights in the software used to the customer. All rights in the software used, in brands, titles, trademarks and copyrights as well as other industrial property rights remain entirely with us.
§ 17 Data protection
Insofar as the website offers the possibility of entering personal or business data (email addresses, names, addresses), the user discloses such data on an expressly voluntary basis.
§ 18 Confidentiality
The contracting parties undertake to treat as confidential all information and data they receive from the other party in connection with the performance of this contract and not to make it accessible to third parties, unless it is or becomes publicly available, has been communicated to the recipient by a third party entitled to do so without an obligation of confidentiality, or was demonstrably already known to the contracting party before the time of receipt. This also includes information on prices and terms. Companies affiliated with the respective party within the meaning of § 15 of the German Stock Corporation Act (AktG), as well as persons and companies engaged by the party to perform the contract, are not deemed third parties, provided they have been or will be bound to confidentiality in the same way. This obligation survives the termination of the contract. If one of the contracting parties becomes aware that confidential information has come into the possession of a third party or that a confidential document has been lost, it must notify the other contracting party without delay.
§ 19 Amendment of the GTC
We reserve the right to amend these GTC at any time. The amended GTC then apply in principle to contractual relationships entered into from the time of the amendment; we are also entitled to amend our GTC with effect for ongoing continuing obligations. In this case, the customer may object to the amendment 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.
§ 20 Links
The website www.24luna.com and its channels and regional websites contain links to other websites. We are not responsible for the privacy policies or the content of these websites. The provider of the linked site alone is liable for illegal, incorrect or incomplete content and in particular for damages arising from the use or non-use of information presented in this way. The customer is advised that, according to the current state of the art, it cannot be entirely ruled out that the services published on our websites or those of our suppliers may also be copied, linked and/or additionally published by other internet providers using frames, disguised as their own offering. We will endeavour, within the bounds of what is technically and legally possible, to prevent such copying, linking and/or framing. For this purpose, the customer hereby grants us the necessary declarations of consent. Should unauthorised linking and/or framing nevertheless occur, the customer cannot derive any claims against us from this.
§ 21 Final provisions
The place of performance is Berlin. If the customer is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from the contractual relationship is the Local Court (Amtsgericht) of Berlin or the Regional Court (Landgericht) of Berlin. All legal relationships between the contracting parties are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods; the contract language is German. No oral side agreements have been made. Should any of the above provisions be invalid, the validity of the remaining provisions remains unaffected. The invalid clause shall then be replaced by mutual agreement with a clause that comes closest to the invalid clause in its economic effect and intention.