General Terms and Conditions (GTC)

1. Scope

  1. Chartisan operates a visualisation service for management data which is made available via the Internet. The contractual relationship is in all cases with chartisan GmbH.
  2. Chartisan provides the services exclusively on the basis of the present terms and conditions. The terms and conditions will be deemed to have been accepted each time an order is placed with chartisan.
  3. Chartisan is entitled at any time to change or add to the terms and conditions.
  4. Ancillary agreements, warranties and other agreements, as well as alterations and amendments to the contract, must be made in writing to be effective.

2. Conclusion of contract

  1. Chartisan generates a quote based on the information provided by the client and submits the same to the customer. The contract is concluded when the customer accepts the offer orally, in writing or electronically.
  2. Chartisan shall commence work at the point at which the contract is concluded. The contractual delivery period will in principle commence upon conclusion of the contract.

3. Scope of the service/duties of the customer to cooperate

  1. Chartisan visualises existing data in tables, graphs, texts for presentation purposes on the basis of the information provided. In doing so chartisan undertakes to reproduce the supplied data properly and professionally and to ensure that the visualisations are undertaken without abridgement, additions or other substantive changes.
  2. The visualisations will be created in accordance with high general quality standards. Special terminology, designs or other conditions affecting the visualisation introduced by the customer will be taken into account only after prior agreement.
  3. The visualisation will be restricted to data supplied in the form of texts, tables, diagrams and notes. The customer shall ensure that the data are readable and coherent. Chartisan reserves the right to reject data with criminal content or which, in particular circumstances, would make the creation of a visualisation appear unreasonable.
  4. The implementation of the desired service requires the cooperation of the customer. The customer undertakes to support chartisan in its provision of the service by providing the necessary data and information.
  5. The customer grants chartisan a right of use of the data which is limited in terms of geography and time and which includes, in particular, the right to process, exploit and store them.

4. Copyrights and rights of use

  1. The visualisations created by chartisan are subject to copyright protection. Chartisan is liable for ensuring that the client will, in the context of what is legally permissible, be granted rights of use and exploitation without limit in terms of time, content and geography. These rights include the right to make changes.
  2. However, the transfer the rights of use and exploitation is subject to the condition precedent of due payment of the full amount. Chartisan reserves all rights of use and exploitation until such time as full payment has been received.

5. Provision of the service/acceptance/duty to report defects

  1. Once the service has successfully been provided by chartisan, the visualisations will be made available in the log-in area of the Customer Centre on the server of chartisan GmbH. The customer will be informed by e-mail.
  2. The customer shall ensure that the download takes place immediately after the announcement of completion. Upon receipt of the visualisation, the customer shall promptly examine it for defects. Obvious defects in the visualisation are to be reported immediately after the download thereof, hidden defects immediately after their discovery; notification must in both cases be in writing, stating the defects concerned. If no written complaint is to made within a period of 5 days at the latest, the visualisation will be deemed to have been provided in accordance with the contract.
  3. Chartisan shall bear the risk of data loss until such time as the visualisation is downloaded to the hard drive/cache of the customer. The customer is responsible for the transfer process via download to its own hard drive/cache and releases chartisan in this respect from any and all liability.

6. Remedy of defects

  1. If the visualisation does not satisfy the agreed requirements, the customer shall grant chartisan a reasonable period of time to remedy the defect. A rectification of defects is excluded if the deviations are caused by the customer itself, e.g. due to incorrect or incomplete information or incorrect data sources.
  2. Once the deadline to remedy the defect has expired fruitlessly, the customer can demand that the contract be rescinded if the defect has not been eliminated in a timely manner.
  3. All claims are excluded if the deviation only insignificantly decreases the value or suitability of the visualisation.

7. Remuneration/payment terms

  1. Chartisan shall invoice the customer for the services at the agreed price or for the agreed minimum order fees and under the agreed conditions plus value added tax at the applicable rate.
  2. Chartisan usually sends invoices only in PDF format by e-mail.
  3. The fees owed are in each case payable without deduction for immediate payment. In the event of default of payment, chartisan is entitled to demand interest on arrears in the amount of 5% p.a. If chartisan is able to prove that the delay has resulted in higher damage, it will be entitled to assert a correspondingly higher claim.

8. Set-off and retention rights/prohibition on assignment

  1. The offsetting of any claims by chartisan with counterclaims of the customer requires prior agreement between chartisan and the customer.
  2. The assignment of rights is not allowed under the terms of this agreement without the written consent of chartisan.

9. Cancellation/contract negotiations

  1. The customer may cancel the order at any time until the point of completion of the visualisation.
  2. If a previously granted order is cancelled by the customer, the costs incurred up to that point must be reimbursed pro rata depending on the level of completion in the instance in question. The refund claim will in any case be at least 50% of the order value.
  3. Chartisan may send sample visualisations and documents to the potential customer in the contract negotiation phase. The customer is not permitted to use these samples for any purpose other than that of illustration or to copy or to use them in any other way. Making them available to third parties is tantamount to engaging in prohibited use.

10. Liability/limitations of liability

  1. Claims for compensation arising ex contractu, or out of culpa in contrahendo, positive violation of contract or arrears with regard to chartisan are excluded to the extent permitted by law. Liability for vicarious agents is excluded in all cases.
  2. Chartisan is not liable for delays or failures in performance due to force majeure and on the grounds of unforeseen, temporary impediments to performance for which it is not responsible, with particular reference to strikes and lockouts and failures of the communication networks and gateways of other operators.
  3. The liability for damage caused by the use of chartisan services, the faulty storage or transmission of data by chartisan or the loss caused by chartisan of visualisations and data, is limited in amount to the proven level of damage. In any case, liability is limited to € 200.00 per page and cannot exceed the foreseeable maximum amount of € 10,000.00.

11. Exclusion of warranty

  1. Chartisan does not warrant that a particular visualisation will be admissible and suitable for the purpose intended by the customer. The legal risk of use or publication will be borne solely by the customer.

12. Secrecy/viruses/data protection

  1. Chartisan is committed to maintaining the confidentiality of the transferred content. Due to the nature of electronic data communication, however, chartisan cannot guarantee 100% confidentiality.
  2. Chartisan is moreover committed to examining electronic data communications for any possible viruses or sabotage programs. 100% protection against viruses or sabotage cannot, however, be guaranteed, even if all due care is taken. The customer is expressly referred to a remaining residual risk.
  3. The customer is hereby informed that chartisan automatically processes personal data in machine-readable form and for tasks arising from the agreement.
  4. To the extent that chartisan makes use of third parties for the provision of the services offered, chartisan is entitled to disclose the participant data to such third parties in accordance with the provisions of the German Data Protection Act. It is for the rest entitled to do so in all cases in which the detection, containment and elimination of breakdowns and defects in the systems of the chartisan company and those of third parties to which it has recourse requires the transference of data.
  5. Chartisan declares that its employees and vicarious agents have been placed under obligation to observe strict confidentiality and to comply with data protection laws and that chartisan has taken the necessary technical and organisational measures to ensure the implementation of the provisions of the Data Protection Act.

13. Ban on staff poaching

  1. The customer undertakes for the duration of the cooperation between the parties and for a period of one year thereafter neither to poach any staff who work at chartisan nor to commission others to do so without the consent of chartisan. For every case of culpable infringement, the customer undertakes to pay a contractual penalty of € 35.000,00. Payment of the contractual penalty will not release the customer from the obligation to comply with the ban on poaching.

14. Final provisions

  1. Services outside the scope of the visualisation service pursuant to these terms and conditions are not subject to said terms and conditions. These include, in particular, value-added services such as consulting, training, etc. Such services will require separate agreement.
  2. The laws of the Federal Republic of Germany apply to all agreements entered into on the basis of these terms and conditions.
  3. The place of jurisdiction and place of fulfilment is the registered office of chartisan GmbH in Potsdam.
  4. Should provisions or parts of thereof in these terms and conditions be or become invalid, the remaining provisions will be unaffected. The invalid or void provision is to be replaced by a relevant statutory provision which corresponds to it in meaning and purpose. The same applies mutatis mutandis to loopholes.

Last revised: April 2014