General Terms and Conditions

1. Scope and amendments of these terms and conditions and special conditions for individual business relations

1.1. Scope

a) The General Terms and Conditions apply to all business relations between Lytt GmbH (hereinafter referred to as “Lytt”) and the customer. In addition, special terms and conditions shall apply to special business relationships (e.g. for individual consulting services within the scope of individual and group workshops) which contain deviations from or supplements to these General Terms and Conditions.

b) Conflicting terms and conditions or terms and conditions deviating from these General Terms and Conditions shall not be recognized unless these Terms and Conditions are expressly agreed to.

c) c) The current version of the General Terms and Conditions shall also apply to all future transactions with the customer. The current version is available on request or at www.lytt.de/en/terms.

 

1.2 Amendments

a) The customer shall be informed of changes to the terms and conditions in digital form no later than two weeks before they come into effect.

b) The customer may either accept or reject the amendments before the proposed date of entry into force.

c) The customer shall be deemed to have given his consent if he has not indicated his disagreement before the proposed date on which the amendments take effect.

 

2. Contractual conditions, conclusion and duties of cooperation

2.1 Offer

a) At the request of the customer, Lytt shall draw up an offer for the services to be provided. No liability is accepted for the correctness of this offer.

b) All services not mentioned in an offer shall be rendered in agreement with the customer or on instruction of the customer and invoiced separately in accordance with the actual expenditure. This applies in particular to individual consulting services.

c) If services cannot be performed without significantly exceeding the offer, Lytt shall inform the customer thereof in good time. A substantial overrun shall correspond to additional costs of at least 30% (thirty per cent). The Customer may terminate the Contract for this reason. Lytt shall be entitled to remuneration for the services agreed and rendered up to that point.

 

2.2. Conclusion of the contract

a) The contract shall be concluded by confirmation of the offer by the customer or confirmation of the order by Lytt.

b) No special formal requirements are required.

c) Unless otherwise stated, Lytt’s offers are subject to change without notice.

d) The customer receives no ownership or usage rights to drafts, layouts, software and other materials and documents which are handed over within the scope of offers and contract negotiations. The transfer to third parties is prohibited, unless otherwise agreed.

 

2.3. Cooperation

a) The Contracting Parties shall designate contact persons who shall consult each other in a binding manner on all matters relating to the implementation of the contract.

b) In the event of absenteeism due to holiday, illness or other reasons, substitute persons shall be appointed.

c) In the event of changes to the named persons, the parties are obliged to notify this immediately. Until receipt of such notification, the aforementioned contact persons shall be deemed entitled to make and accept declarations within the scope of their previous power of representation.

d) The contact persons shall agree on the progress of the project or on obstacles to the implementation of the contract if there is a concrete need to do so.

 

2.4 Services

a) Lytt shall provide the customer with various information and other services for temporary use as required.

b) For chargeable access and for all chargeable services, Lytt shall ensure an availability of 99,99% within its area of responsibility. The exact terms and conditions of availability and associated support are set out in Appendix A (Service Level Agreement).

c) The details of the service to be provided by Lytt to the customer shall be as set out in the service description of the respective offer.

e) Lytt shall be entitled to render partial services as far as these are reasonable for the customer.

f) Without a separate agreement, the patent, design, copyright and trademark protection or registrability of the ideas, suggestions, proposals, concepts, drafts and other services supplied within the framework of the contract shall not be owed.

 

2.5. Cooperation services

a) The customer shall support Lytt in the performance of the services owed under the contract. This includes, in particular, the timely provision of information, materials and data to the extent required by the Customer’s cooperation services.

b) Content to be provided by the customer shall be made available in a common, readily usable, digital standard format.

c) If the customer recognizes that his own data, requirements or contents are incorrect, incomplete, not clear or not feasible, she has to inform this and the recognizable consequences immediately.

 

2.6. Changes in services

a) If the customer wishes to change the scope of the services specified in the contract, she shall inform Lytt thereof in writing or in digital form.

b) Lytt will review the customer’s change request for the existing agreement.

c) Lytt shall inform the customer of the result of that verification. This shall either include a detailed proposal for the implementation of the change request or explain why the change request cannot be implemented.

d) If the amendment is practicable on the basis of the result of the examination, the Contracting Parties shall agree on the content of the proposal for the implementation of the proposed amendment. If an agreement is reached, the contract shall be amended accordingly. The change shall be remunerated at Lytt’s usual hourly rate. If no agreement is reached, the original scope of services shall remain in effect.

e) Agreed dates, if and to the extent that they are affected by the revision procedure, shall be postponed taking into account the duration of the examination, the vote on the proposed revision and, where appropriate, the revision work to be carried out, plus a reasonable start-up period. Lytt shall notify the Customer of the new dates.

 

2.7 Contract duration and termination

a) Unless otherwise agreed in the terms of contract, the term of the contract shall be 12 months.

b) If the contract is not terminated at least 28 calendar days before the end of the contract period, the contract period shall be extended by a further 12 months.

c) The cancellation corresponds to the deletion of the account, of domains set up and of all data.

d) The timely export of data is the responsibility of the customer.

 

2.8 Extraordinary termination

a) The right to extraordinary termination for good cause remains reserved.

b) An important reason for termination for the customer is, in particular, the breach of material contractual obligations, the suspension of services and the application to open insolvency proceedings against Lytt’s assets.

c) There are other important reasons that could be considered in particular:
– considerable dissent about the design and execution of the contract, which makes further cooperation impossible;
– performance delay.

 

3. Usage activities, receiving and sending messages

3.1. Use and monitoring of use activities

a) Direct stakeholders of the customer have the possibility to send messages to the customer. The communication may be made anonymously or by providing the stakeholder’s data.

b) The customer is responsible for the creation of the technical prerequisites necessary for the contractual use of the services within the customer’s area of responsibility. Lytt does not owe any advice or service in this respect.

c) Lytt points out that your usage activities may be monitored to the extent permitted by law. This may also include the logging of call histories and their analysis in the event of a concrete suspicion of a violation of the General Terms and Conditions and/or a concrete suspicion of the existence of any other illegal act or criminal offence.

d) Further information on the processing of the data can be found in the Data Processing Agreement.

 

3.2. Receiving user communications and rights of use

a) If the customer wishes to change the scope of the services specified in the contract, he shall inform Lytt thereof in writing or in digital form.

b) Except as expressly provided in these terms and conditions or other terms and conditions, the Customer may use, retrieve and display the content available on the Website solely for the purpose of responding to the message or modifying and/or improving your offers and service quality. This right of use is limited to the duration of the contract. The customer is prohibited from removing or altering copyright notices, logos and other marks or protection notices, unless otherwise agreed.

 

3.3. Sending messages to stakeholders

a) Lytt enables an incident based chat function between the customer and its immediate stakeholders.

b) By sending messages to stakeholders, the customer grants Lytt a free and transferable right of use to the respective contents, in particular for storing the contents on the servers selected by Lytt, making them accessible on the terminal device of the stakeholders, for processing and reproduction, insofar as this is necessary for the transmission and display of the respective contents.

c) The customer is fully responsible for the content he uploads. Lytt does not check the contents for completeness, accuracy, legality, timeliness, quality and suitability. The Customer therefore declares and warrants to Lytt that the Customer is the sole owner of all rights to the communications sent by it, or is otherwise entitled (e.g. by effective permission of the copyright holder) to post the Content on the Website and to grant the rights of use and exploitation under the preceding paragraph.

 

4. Special contractual conditions for the use of the services, consulting services, rights and shipment

4.1 Access to customer area

a) The Customer shall receive a browser-based administration dashboard which is a central communication channel between the Customer and its direct stakeholders and Lytt. For the use of the dashboard, the customer receives an individual password, with which access to the respective dashboard is possible.

b) The customer may not disclose the password to third parties and must keep it carefully in order to prevent misuse.

c) In the event of loss of the password or in the event of unauthorized access by third parties, the customer shall be obliged to inform Lytt thereof without delay. If the Customer cannot prove that a third party has used access to the Dashboard without the Customer’s consent, all statements made about such access shall be attributed to the Customer.

 

4.2. Appointments

a) Lytt shall not be responsible for delays in performance due to circumstances in the Customer’s area of responsibility (e.g. delayed provision of cooperation services) and force majeure (e.g. strike, lockout, general telecommunications disruptions). Such events shall entitle Lytt to postpone the provision of the relevant services for the duration of the hindrance plus a reasonable start-up period.

b) If the assertion of the customer’s rights presupposes the setting of a reasonable grace period, this shall be at least two weeks.

 

4.3 Rights

a) Lytt grants the customer the right, subject to the condition precedent of full payment of the agreed remuneration for the services rendered, to use the services to the contractually agreed extent.

b) A transfer of the rights of use or the granting of sub-licences is only permissible if it has been expressly agreed in writing or results from the purpose of the contract.

c) Without separate permission the customer is not entitled to change or process the services rendered. Changes and processing which are necessary to achieve the purpose of the contract are excluded from this.

d) Lytt shall have the right to name the customer on its own homepage, social media channels and print media by name and in image as partner and customer. The customer is obliged to provide Lytt with a scalable vector file (svg) or a similar format (jpg. png, pdf). Lytt shall have the right to scale the logo appropriately or to release it for better presentation purposes.

 

4.4 Shipment

a) If the works or items belonging to the execution of the contract are dispatched at the customer’s request, the risk of accidental loss or accidental deterioration shall pass to the customer when the goods are handed over to a freight forwarder or carrier, but at the latest when the goods leave the works or warehouse. This transfer of risk shall be independent of whether the goods are dispatched from the place of performance or not.

b) If the route and means of transport have not been agreed individually, Lytt may choose the most favourable route and means of transport for each of them. In making this choice, Lytt shall take into account the Customer’s readily identifiable concerns.

 

5. Agreement on remuneration, terms of payment and set-off

5.1. Remuneration

a) In the absence of any other agreement, Lytt’s applicable rates of remuneration shall apply if remuneration is based on time spent. These are available on request. Lytt calculates the services performed in person days. One person day corresponds to eight working hours. The smallest billing unit is half an hour.

b) In the absence of any agreement, the fee recommendations of the Bundesverband Digitale Wirtschaft (BVDW) shall apply.

c) All contractually agreed remuneration shall be exclusive of packaging and dispatch and plus the applicable statutory value-added tax.

d) If payment is made on the basis of time spent, the customer shall bear any out-of-pocket expenses, expenses and travel expenses incurred by Lytt in connection with the execution of the order.

e) The client will be charged 0.50 € plus VAT for each single kilometre and employee, regardless of the means of transport chosen. Accommodation costs will be charged by arrangement. If no agreement has been made, 100,- € plus VAT in Germany and 150,- € plus VAT abroad or at trade fairs will be charged per overnight stay.

f) Unless otherwise agreed, Lytt’s cost estimates shall not be binding with regard to subsequent invoicing.

g) If it is foreseeable that the actual costs will exceed the costs estimated by Lytt in writing by more than 25% (twenty-five per cent), Lytt shall immediately notify the Customer thereof.

h) Unless otherwise contractually agreed, invoicing shall take place retroactively at the end of the month.

 

5.2. Terms of payment, right of retention, offsetting

a) Unless expressly agreed otherwise, all services are to be rendered in cash and without discount within 14 days of the invoice date. The statutory regulations shall apply with regard to the prerequisites and consequences of the delay.

b) Offsetting against counterclaims is only permissible if these are undisputed or have been legally established. In addition, the customer may set off a counterclaim which replaces a right of retention to which he is entitled under this contractual relationship.

c) A right of retention of the customer exists only limited to the same contractual relationship and in case of defects only in the amount of three times the expenses necessary to remedy the defects. However, the customer may exercise his right of retention due to undisputed or legally established claims.

 

5.3. Warranty claims

a) In the event of the defectiveness of a delivery, the customer has a claim to subsequent performance. Lytt shall be obligated, at the Customer’s option, to subsequent performance in the form of remedy of the defect or delivery/production of a new, defect-free item. In the event of a replacement delivery, the customer shall be obliged to return the defective item.

b) If the supplementary performance fails, the customer may, at his discretion, reduce the price or withdraw from the contract without notice. This shall also apply if Lytt refuses subsequent performance or if subsequent performance is unreasonable for the customer.

c) The limitation period for claims based on defects is one year.

 

5.4 Liability

a) In the event of intent, Lytt shall have unlimited liability. In cases of gross negligence and simple negligence, Lytt shall be liable for typical, foreseeable damages in the event of a breach of material contractual obligations and in the event of a claim for damages in lieu of performance. Liability for slight negligence is excluded.

b) The liability from assumption of a guarantee or a procurement risk, from delay, because of damage to life, body and health, according to the product liability law and compelling legal regulations remains untouched.

c) The above provisions shall also apply to the personal liability of employees, representatives and vicarious agents.

d) The Der Kunde haftet nach den gesetzlichen Vorschriften.

 

6. Limitation of responsibility and declaration of reservation of title

6.1. Third-party content

a) Lytt is not responsible for materials and content provided by the Customer. Lytt shall not be obligated to review the materials and content for possible violations of law, but shall promptly notify the Customer of any material risks it reasonably believes to be material.

b) The customer shall indemnify and hold Lytt harmless in the event that the materials and content provided by the customer are used by Lytt itself.

c) If Lytt suffers damage as a result of materials or contents of the customer, the customer shall be liable to Lytt for such damage.

d) The customer shall be obliged to compensate Lytt for any damages (expenses, damages) arising from incorrect or improper use (hacking, phishing, spamming, etc.) of the systems provided.

 

6.2. Reservation of ownership

a) All services supplied shall remain the property of Lytt until all of Lytt’s monetary claims arising from its business relations with the customer have been satisfied in full, even if payments have been made for the specific service.

b) The customer shall notify Lytt immediately of any enforcement measures taken against the goods.

 

7. Agreement on the protection of entrepreneurial activity

7.1. Non-disclosure agreement

a) The contracting parties agree to confidentiality regarding the content and the structure of conditions of each contract and the knowledge gained during its execution.

b) Confidentiality shall also apply beyond the termination of the contractual relationship.

c) If one contracting party so requests, the documents submitted by it shall be returned to it after termination of the contractual relationship, insofar as the other contracting party cannot assert any justified interest in these documents.

d) Press releases, information etc. in which one contracting party refers to the other are only permissible after prior written agreement – also by e-mail. Notwithstanding the foregoing, Lytt may name the customer as a reference customer on its website or in other media and may reproduce and distribute the services provided within the scope of self-promotion as well as publicly reproduce them for demonstration purposes and refer to them, unless the customer can make an opposing legitimate interest apply.

e) The customer is informed that unencrypted e-mails are an open medium. Lytt assumes no liability for the confidentiality of e-mails.

 

7.2. Privacy

a) Lytt shall be entitled to store the data relating to the specific order electronically and to process and use such data for operational purposes in accordance with the statutory provisions.

b) The transfer to third parties is permissible if and to the extent that this is the subject of the contract, e.g. when registering domains or the like.

c) The customer receives the valid data protection declaration on request or at www.lytt.de/en/privacy.

 

8. Place of performance, place of jurisdiction and final provisions

a) The place of performance shall be the location of the branch office of Lytt GmbH.

b) The exclusive place of jurisdiction for all legal disputes arising directly and indirectly from the contractual relationship as well as for its arising and its effectiveness shall be the place of the branch office (Münster). This also applies to disputes arising from documents, bills of exchange and cheques relating to the contractual relationship. Lytt shall, however, have the right to assert claims against the customer before the court at the customer’s place of residence or business.

c) All legal questions arising from the order and its execution shall be governed by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

d) Should one or more individual provisions of these General Terms and Conditions be invalid for any reason, this shall not affect the validity of the remaining provisions. Insofar as these General Terms and Conditions contain loopholes, these shall be filled by a provision which takes into account the economic purpose of the contract.

v.1.0.07 – 03/22/2019