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General Terms and Conditions

in-silico

March 31, 2012
1. General regulations
For all services rendered by in-silico only the following Terms and Conditions are applicable. Additional stipulations and complementary agreements have to be made in a written fashion. In case of the customers’ failure to comply with these term and conditions, especially in case of delayed payment, in-silico is authorized to partly or completely pause an existing order until agreement has been reached or to completely cancel the order. Customers as defined by this General Terms and Conditions might be private individuals (end users) or business clients.
2. Contract conclusion
The offers found on the in-silico website as well as requests for quotation by an interested person or party are without any obligation. After the request of a prospective customer, in-silico will provide a written offer. Acceptance of this offer by the requesting person or party is valid as an order and the requesting person or party becomes the principal according to these General Terms and Conditions. in-silico is left to accept this order. In all cases, acceptance of an order occurs in written form and only then is valid according to these Terms and Conditions. Until written acceptance of an order by in-silico the customer has a general right of objection, which expires upon order acceptance.
3. Services
All achievements from in-silico are services according to §611 Civil Code (BGB, Germany). All claims with regard to freedom from errors or the achievement of special results resulting from the services provided by in-silico are explicitly excluded. in-silico will perform all orders to its best knowledge and belief and with greatest care. All textual corrections performed by in-silico on German texts will be according to the official German spelling rules.
4. Order processing
All orders performed by in-silico are processed exclusively in electronic form. Text corrections will be processed in Microsoft Word and either marked by color or comments in the text or by using the software’s track change mode according to the agreement made with the customer. Application documents will be sent out to the customer either as word or pdf document according to the agreements made with the customer. In case of order processing based on the number of pages, the pages handled have to be standard pages with not more than 30 rows, each having not more than 60 characters including spaces. In such a case, the customer will receive a short instruction on how to format the text to be corrected to deliver it according to standard pages. Alternatively, the standardization of the pages can be performed by in-silico. For this service, € 30, will be charged, which has to be paid to in-silico regardless of a subsequent order placement. Payment has to be made in two equal rates (advanced payment and payment after standardization by in-silico. In case of an order placement for the standardized text, the 2nd rate will not become due. Statistical analyses of data provided by the customer will be delivered according to the individual agreements made with the customer.
5. Delivery
The documents according to the customers’ order will be transmitted by email before or not later than the delivery date as agreed upon in a written fashion. The delivery shall be deemed to be completed if sending of the documents by email can be proven as “sent item”. The electronics transfer of the documents occurs on the customer’s risk. The customer is aware of the fact that transmission of electronic documents can lead to problems, especially if different versions of software or operating systems are used. Such problems may destroy formatting and layout, but also opening a sent file might become impossible. For such a faulty data transmission, in-silico will assume no liability. Given a timely announcement of such a problem by the customer, in-silico offers a transmission of a pdfversion of the requested documents that can be opened independently from the software used by the customer. Additional services concerning troubleshooting due to software or hardware incompatibility will be charged with € 25 for every 30 minutes of working time or part thereof. If required documents are not made available on time or not completely or if changes are requested by the customer during the time of order processing, the delivery date, which has been agreed upon, is not valid anymore and is in-silico released from its contractual obligations. It is up to in-silico to offer a new delivery date or to refuse the further processing of the order. In the latter case, the customer will only be charged for the parts of the order that have been processed and according to the conditions that have been agreed upon in a written fashion. in-silico will always endeavor to meet the delivery date. In the event that it becomes foreseeable that the delivery date cannot be met, in-silico will notify the customer immediately. The customer is entitled to suggest a new appropriate delivery date or in case of delays of more than one week to withdraw from the contract by an informal statement. Additional claims, especially indemnity claims, are explicitly excluded. In case of resignation from the contract, in-silico will charge the customer only for the parts of the order that have been processed and according to the conditions that have been agreed upon in a written fashion. In case that the real efforts that have to be undertaken by in-silico to complete a specific order are much higher than could have been expected based on the information provided by the customer, in-silico is entitled to provide an updated offer for the whole order to the customer. In case the customer does not accept the new offer, in-silico is allowed to stop processing the order and to charge the customer for the parts of the order that have been processed and according to the conditions that have been agreed upon in a written fashion. Delay of delivery caused by Force Majeure (circumstances and incidences that cannot be prevented by a proper business management) releases in-silico from its contractual obligation for the time of disturbance.
6. Terms of payment
According to § 19 clause 1 German VAT code (UStG, Germany), in-silico is exempted from value added tax. All specific prices and payment conditions are agreed upon by contract conclusion (acceptance of the offer by the customer and subsequent agreement by in-silico) in a written fashion. Usually, an initial payment has to be made by the customer immediately after contract conclusion. This initial payment will be dependent on the specific service requested and will be disclosed in the offer provided by in-silico online. in-silico will not begin with the processing of the order until the initial payment has been received. In case of an appointed delivery date within 7 days after contract conclusion, the proof of payment shall be delivered to in-silico as a digital abstract of account. Only after having received this proof of payment, in-silico will start processing the order. Alternatively, PayPal can be chosen as a mode of payment to avoid any delay in order processing. Invoices will be sent to the customer by email. They have to be paid immediately and without any deductions. For exceptionally comprehensive orders, a payment by installments can be declared. For all payment terms granted by in-silico, the date of payment receipt will apply.
7. Delayed payment
In case of delayed payments, in-silico is entitled to claim interest at the rate of 5% above the effective base rate for private customers and of 8% above the effective base rate for business clients. Payment reminders shall be sent by email to a known address of the customer. For the first reminder, no fees will be charged. For the 2nd and 3rd reminder, treatment fees of € 2.50 will be charged for each reminder. Whether or not in-silico will indeed make use of this regulation, strongly depends on the customer, especially if he or she can provide acceptable reasons for a delayed payment. After the 3rd reminder, the reminder procedure will end. After expiry of the payment term, in-silico will open a legal dunning procedure or will report an offence to the police. If the customer declares his or her intention not to pay the account of in-silico, in-silico will proceed to report an offence to the police after an adequate term of 5 days to the entire balance of the receivables. Results of the work performed by in-silico remain the full property of in-silico until complete payment. Use of the documents already provided to the customer is hereby explicitly prohibited in case of delayed payment. Customers that are in default can be excluded from other services, even if a corresponding contract has already been concluded.
8. Liability and complaints
in-silico is only liable in case of proven intention or gross negligence, but nevertheless only to the extent of the invoice total. Liability for consequential damage is excluded. in-silico takes no liability for damage or delays caused by Force Majeure or technical disturbances. Also no liability is assumed for mistakes or delays which are caused by the customer due to wrong or incomplete information/documents or information that has not been provided on time. in-silico is obliged to process all orders with great care such as texts and data are delivered preferably without mistakes. Nevertheless, a guarantee for complete freedom from errors is excluded. Within 5 days after transmission of the documents to the customer, the customer may point to shortcomings in the delivered documents. To do so, nothing may be changed in the respective texts, datasets or documents, since this will overrule the warranty claim. If no complaints on the delivered documents are made within the term of 5 days, the order is valid as accepted by the customer. If no evident lack can be identified after intensive verification by in-silico, the customer pays the costs for the check, which will be € 25 for every 30 minutes of working time or part thereof. If significant shortcomings can be found by in-silico, the customer is entitled to withdraw from the contract after granting an appropriate period of grace and the expiry thereof. In the latter case, in-silico will resign from fee claims in direct proportion of the importance of the lack to the total order. in-silico will not verify whether the customer has copyrights or exploitation rights over the documents provided to in-silico. The customer has to make sure that he or she holds these rights for the transmitted documents and data worked on by in-silico. in-silico is not liable for any infringement of copyrights of any third party Should reasonable doubts arise that the customer has provided true and complete information on copyright aspects, in-silico can withdraw from the contract with immediate effect, provided that the customer is not able to prove without any doubt that he owns all necessary copyrights and exploitation rights. The customer will be reliable for the claim incurred. The customer will be charged for worked performed by in-silico until withdrawal from the contract, at least however for 50% of total fee as agreed upon. The customer cannot claim to receive any achievements made by in-silico by then.
9. Privacy policy and nondisclosure statement
in-silico warrants a confidential handling of all data and documents provided by the customer. No transmitted documents or knowledge obtained by gaining insight in these documents will be provided to third parties. This confidentially obligations also endure after order completion and for an indefinite period. in-silico is entitled but not obliged to back up the documents and data received from the customer and to keep these until the time for complaints has been expired and the order is completely closed. During electronic transmission of texts or documents, the technical possibility exists that a third party might take note of the content. Therefore, a complete protection of confidentiality of data and documents cannot be guaranteed and assumes in-silico no liability for that.
10. Final clause
These terms and conditions are part of the contract in the version as valid at time of contract conclusion. Additional agreements always need to be made in a written fashion. For all contracts concluded with in-silico, German right is valid, this is also true for customers not from Germany. Place of fulfillment and legal venue of in-silico is Hamburg. Should single regulations of these terms and conditions be ineffective or incomplete, the validity of the other regulations of these terms and conditions remains unaffected.