General terms and conditions of Haavest GmbH
GENERAL TERMS AND CONDITIONS (GTC) OF HAAVEST GMBH
1. General Provisions and Scope
The following General Terms and Conditions apply to all contracts concluded between Haavest GmbH, Grafenberger Allee 125, 40237 Düsseldorf (hereinafter referred to as "Haavest"), represented by the managing directors Piero Alessio and Achim Kümpel, and business customers, particularly through distance selling, for the provision of digital service contracts and work performance contracts
(hereinafter referred to as "Services"). Supplementary agreements and/or side agreements are only valid if Haavest expressly agrees to them.
An entrepreneur is defined under Section 14 of the German Civil Code (BGB) as a natural or legal person or a legally capable partnership that enters into a legal transaction in the exercise of its commercial or independent professional activity. A legally capable partnership is a partnership with the ability to acquire rights and assume obligations.
2. Offer and Contract Conclusion via Distance Selling
2.1. Haavest sends the customer an individual offer by email, which details the services to be provided.
2.2. If the customer agrees to the specific content of the offer, they can accept it via email. The acceptance must include an unambiguous reference to the specific offer and a clear and recognizable intent to enter into the contract.
2.3. Alternatively, the customer may accept the offer by clicking on the link provided in the offer PDF, which redirects them to a portal where the offer is displayed again and can be confirmed via another button.
The contract is concluded upon receipt of the acceptance by Haavest.
3. Offline Contract Conclusion
If the contract is not concluded via distance selling, the contract is formed when the customer signs the Haavest offer in a binding manner.
4. Prices
4.1. The prices specified in Haavest’s offer apply.
4.2. The prices provided by Haavest are net prices; all invoice items contain net values excluding VAT. The invoice amounts for the individual items result in the net total amount. The VAT amount and the total gross invoice amount are then determined and stated.
5. Payment Terms
5.1. Haavest offers payment by invoice.
5.2. The invoice amount is due for payment within 14 days from the invoice date. For ongoing projects, invoices are issued for the total amount of the services provided per month by the 3rd working day of the following month. The parties reserve the right to agree on individual interim invoices.
5.3. The prices specified in the respective offer apply.
5.4. In the event of a payment default by the customer, the statutory default regulations apply. The interest rate for businesses is 9 percentage points above the base rate per annum.
5.5. The customer, as an entrepreneur, is not entitled to retention rights unless they arise from the same contractual relationship. Such rights are excluded if the counterclaims asserted by the customer are disputed by Haavest, have not been legally established, or are not ready for decision.
5.6. The invoice is issued to the billing address provided by the customer. It is the customer’s responsibility to verify all details in the offer before accepting it. A subsequent correction of the invoice is only possible if the invoice details do not match the information provided in the offer sent to the customer. A subsequent change of the invoice recipient, e.g., from a business customer to a private
customer, is not possible.
6. Process, Rights and Duties, Acceptance of Work Performance
6.1. The content of each assignment is derived from the description in Haavest’s offers.
6.2. The content and representations on the website https://haavest.de serve solely to advertise and present Haavest’s services and are not part of the contract concluded between Haavest and the customer.
6.3. All services are provided by Haavest in personal collaboration with the customer and according to the agreed specifications and requirements, either onsite or remotely. The specific processes are specified in the offer where possible or are agreed upon between the contracting parties during the contract period.
6.4. Haavest is not obligated to assign a specific consultant/developer for the execution of the contractual project. Haavest is entitled at any time during the service provision to replace the assigned consultant/developer with another equally qualified person, provided that this does not significantly delay the execution and performance of the contractually owed service.
6.5. The video and audio recording of meetings conducted in the course of fulfilling the contract is only permitted with Haavest’s written consent.
6.6. If Haavest and the customer agree to additional employee training beyond the actual scope of the contract, only the customer's internal employees may participate. Training sessions are conducted exclusively with the customer’s internal staff. External employees of the customer are excluded.
6.7. The customer is obligated to support Haavest in fulfilling contractual duties by providing all necessary information and documents required for performance.
6.8. If the contract includes a work performance, Haavest will notify the customer when the work is completed and ready for acceptance. The customer must inspect and review the work within a reasonable period. Acceptance is confirmed in writing by an acceptance protocol signed by both parties or by the customer’s written confirmation. If defects or deviations are found, Haavest must rectify them within a reasonable period. The acceptance of the work must occur within seven days of the notification of completion. If the customer does not accept the work within this period, it shall be deemed accepted.
6.9. If travel expenses arise, they are contractually agreed upon in an "all-inclusive" package. If no such agreement exists, travel expenses are borne by the customer according to the following conditions:
• Train travel: First class
• Short-haul flights (up to 3 hours): Economy class
• Flights over 3 hours: Business class
• Hotels up to €250 per night
• Travel by car: €0.40 per kilometer
7. Liability
7.1. Unless otherwise stated in these GTC, including the following provisions, Haavest is liable under statutory regulations for contractual and non-contractual obligations.
7.2. Haavest is liable for damages, regardless of the legal basis, within the scope of fault-based liability in cases of intent and gross negligence. In cases of simple negligence, Haavest is liable only:
a) For damages resulting from injury to life, body, or health,
b) For damages resulting from the breach of an essential contractual obligation (an obligation whose fulfillment is essential for the proper execution of the contract and on which the contracting party regularly relies and may rely); in this case, Haavest's liability is limited to compensation for foreseeable and typically occurring damage.
7.3. The liability provisions in Section 7.2 also apply to breaches of duty by or in favor of persons for whose conduct Haavest is legally responsible.
8. Customer Information in Electronic Commerce Contracts
8.1. Haavest is not subject to any specific codes of conduct.
8.2. The essential characteristics of Haavest’s services are outlined in the individual offer details.
8.3. The language available for contract conclusion is German.
8.4. Payment and fulfillment details are specified in the respective offer.
9. Data Protection and Data Transmission
9.1.The customer agrees that data and information exchanges during the contractual collaboration may also take place via unencrypted emails. The customer acknowledges that the content of unencrypted emails and their attachments may potentially be read by unauthorized third parties.
If the customer prefers that data not be transmitted via unencrypted emails or corresponding attachments, they must inform Haavest in writing. In such cases, email attachments will be sent in an encrypted format, which the customer can only access with a special password.
9.2. Der Kunde versichert, bei der Weitergabe personenbezogener Daten an Haavest die datenschutzrechtlichen Vorschriften, insbesondere, aber nicht abschließend die der Datenschutzgrundverordnung (DSGVO), einzuhalten.
9.3. The customer guarantees compliance with data protection regulations, particularly but not limited to the provisions of the General Data Protection Regulation (GDPR), when transmitting personal data to Haavest.
10. Intellectual Property Rights to Work Products
10.1. All intellectual property rights or other rights under supplementary competition law protection concerning all content created by Haavest for the purpose of fulfilling the contractual obligations, such as presentations, reports, analyses, organizational plans, programs, service descriptions, drafts, or
calculations, are the exclusive property of Haavest.
10.2. The use, reproduction, and publication of the materials specified in Section 10.1, created by Haavest to fulfill contractual obligations, are permitted to the customer exclusively for their own business operations and only for the purposes contractually agreed upon.
10.3. The transfer of the materials specified in Sections 10.1 and 10.2, as well as other work results, to third parties requires prior written consent from Haavest.
11. Confidentiality
11.1. Haavest commits to maintaining confidentiality regarding all information acquired in connection with the execution of the contract unless the customer releases Haavest from this obligation.
11.2. The confidentiality obligation does not apply if the disclosure of information is necessary to protect Haavest’s legitimate interests.
12. Final Provisions and Miscellaneous
12.1. The contractual relationship between Haavest and the customer, as well as these General Terms and Conditions, are governed by the laws of the Federal Republic of Germany.
12.2. The place of jurisdiction for all disputes arising from the contractual relationship is the registered office of Haavest, provided that the customer is a merchant within the meaning of the German Commercial Code (HGB) or a public law entity. However, Haavest is also entitled to bring legal action at the customer’s place of business.
12.3. If any provision of these General Terms and Conditions is found to be wholly or partially invalid or loses its legal validity at a later date, the validity of the remaining provisions shall remain unaffected. In such cases, the invalid provision shall be replaced by the statutory provision that most closely corresponds to the economic purpose of the invalid provision.