§ 1 Advisory Services
- TekSmarts Inc shall perform Advisory/Consultancy services as specified in writing in accordance with the current state of the art.
- The customer shall support TekSmarts Inc to the extent required, in particular, provide all required information.
§ 2 Cooperation
- The customer shall name a contact person; TekSmarts shall name an Advisor/Consultant. Both shall have the authority to make the necessary decisions or shall obtain authorization for them in a timely manner. The customer and consultant shall put decisions in writing. The advisor/consultant shall provide all required information. The advisor/consultant shall contact the contact person as is required to ensure the proper performance of the mutual obligations.
- The services shall be performed at the customer’s location if necessary, otherwise at the discretion of the TekSmarts Inc Advisor/Consultant. In the first case, the customer shall provide TekSmarts Inc Advisor/Consultant with adequate working conditions.
§ 3 Charges and Payments
- Unless otherwise agreed, the customer shall remunerate TekSmarts Inc on the basis of costs incurred. Hourly rates, travel expenses, and incidental expenses shall be paid in accordance with TekSmarts Inc’s, price list unless otherwise agreed. TekSmarts Inc may submit invoices on a monthly basis.
- Persons engaged by TekSmarts Inc shall fill out our standard time sheets which TekSmarts shall hand over to the customer if requested. The customer may audit these sheets at any time.
- In case of fixed prices, travel and incidental expenses shall be reimbursed separately.
- Payments shall be due within 14 days after invoicing. Duties, taxes, and levies including V.A.T. – if applicable – shall be paid by the customer on all prices.
§ 4 Rights
- All rights in the documents and results arising from the services shall accrue to the customer. TekSmarts shall not be restricted to use the gained know-how and to render similar consultancy services for other customers of TekSmarts Inc, provided TekSmarts complies with § 6.
- If TekSmarts provides documents or programs not developed under the contract, the customer may use them only within the framework of the work results under the contract, but not isolated, provided TekSmarts Inc has notified the customer of such deliveries in advance.
§ 5 TekSmarts Liability
- TekSmarts Inc, and any person put forward by the TekSmarts to perform any task on TekSmarts behalf, shall not be liable if the services provided or the results generated by him/ her in the assignment are not absolutely correct, nor does the Advisor/Consultant, or any person put forward by the Advisor/Consultant to perform the Project/Assignment, warrant, either expressed or implied, that the performance by him/her of the Project/Assignment will not infringe upon intellectual property rights of any third party.
- The Advisor/Consultant, nor any person put forward by TekSmarts to perform the Project/Assignment, shall not be responsible for any loss, destruction or damage of whatsoever nature (including injury or death) incurred by the Client, its employees or third parties, resulting from the use of the Project/Assignment results by the Client, except to the extent that the same can be shown to be due to gross negligence or willful misconduct on the part of the Advisory/Consultant or his employees. The Client shall indemnify TekSmarts Management accordingly.
- The Client shall not be responsible for any loss, destruction or damage of whatsoever nature (including injury or death) incurred by the Advisor/Consultant, its employees or third parties, related to the performance by the Advisor/Consultant of the Project/Assignment, except to the extent that the same can be shown to be due to gross negligence or willful misconduct on the part of the Client or its employees. The Advisor/Consultant shall indemnify the Client Management Board accordingly, though TekSmarts Management Team.
- Should a party be deemed liable to the other party, by way of indemnity or by reason of breach of contract or otherwise, TekSmarts Inc liability shall in aggregate not exceed the price for the Project. In any event, neither party shall be liable to the other party for any consequential, indirect, special, incidental or exemplary damages of any nature whatsoever that may be suffered by the other party.
§ 6 Confidentiality Obligations
- TekSmarts Inc shall keep the customer’s trade and business secrets confidential for an unlimited period of time, as well as all other information obtained by TekSmarts under or in connection with this contract, designated in writing as confidential by the customer. However, TekSmarts Inc shall have no obligation with respect to any information which is (i) already in TekSmarts possession at the time of the execution of the contract, (ii) independently developed by TekSmarts, or (iii) which is publicly known through no wrongful act of TekSmarts.
- Notwithstanding § 6.1, TekSmarts is not obliged to keep confidential any of TekSmarts ideas, concepts, know-how or techniques related to the development of software.
- TekSmarts shall oblige its employees to adhere to the confidentiality obligations.
- TekSmarts may include the name of the customer and a brief description of the rendered performances in a reference list. All other advertising references to the customer shall be agreed on in advance with the customer.
§ 7 Miscellaneous
- The contract and its modifications require written form.
- The contract shall conform with and be governed by the International Standards of good faith businesses and consulting rules.