General Terms of Business of Endeva UG (limited liability)
Endeva UG (limited liability) (hereinafter “Endeva”) is an independent research and consultancy institute. The object of Endeva’s activities is market-based solutions for overcoming poverty and for sustainable development in developing and emerging countries with the objective of finding, facilitating and implementing innovative business models that offer new opportunities to people in poverty while also protecting natural resources.
To this end Endeva works with and for partners within business, academia, civil society and the public sector, so enabling it to offer services in the form of research, knowledge transfer and consultancy. Our primary objective is to achieve effective outcomes in the spirit of our mission. We therefore work in harmony with our company values: a reliable partner that operates enterprisingly, thinks critically and acts with joy.
1. Scope of Validity of these General Terms of Business
1.1 Endeva performs its services solely on the basis of these General Terms of Business (hereinafter: “Terms”) together with the offer from Endeva on which the assignment is based and any detailed conceptual document that may be created during the performance of the assignment. By assigning the services of Endeva the Partner declares its acceptance of the validity of these Terms.
If provisions are found in an offer by Endeva that conflict with the rules of these Terms the provisions of the offer shall take precedence in cases of doubt. Any other agreements that would require deviation from the rules of these Terms must be recorded in writing.
1.2 These Terms apply for the entire business relationship between Endeva and its contractual and business partners (hereinafter: “Partners”) provided that these are acting as entrepreneurs as defined in section 14 of the German Civil Code (BGB), i.e. exercising their commercial or independent profession, or as legal entities under public law, and that the object of this business relationship is the aforementioned offer of services from Endeva.
These Terms shall also apply in this respect for subsequent assignments awarded by the Partner to Endeva in their version current at that time, even if Endeva does not expressly make new reference to them and if they are not expressly included again in the contractual relationship formed by the awarding of the assignment. This also applies in particular for such other assignments as may be awarded to Endeva by the Partner orally or by telephone, in writing, by fax, electronically or by email and also for requests by the Partner for amendments to existing assignments or for extensions or prolongations of existing assignments.
1.3 Any terms and conditions of the Partner that conflict with or are at variance with these Terms shall only be included in a contract between Endeva and the Partner if this has been expressly confirmed by Endeva in writing. If an effective integration of the Partner’s terms and conditions is possible on this basis, that shall not affect the continuing validity of these Terms. If provisions of the Partner’s terms and conditions that have been effectively integrated conflict with provisions of these Terms, the provisions of these Terms shall take precedence in cases of doubt.
For the rest, terms and conditions of the Partner are non-binding on Endeva even if Endeva does not expressly object to their validity or if the Partner states that he will only enter a contract with Endeva if his own terms and conditions are integrated.
2. Conclusion of Contract, Object of the Contract, Amendments and Supplements
By assigning Endeva to perform the services offered, the Partner accepts the offer submitted by Endeva as the basis for a contract with the content contained in the offer and on the conditions stated therein. If the assignment awarded by the Partner deviates in terms of the services and conditions required from the provisions specified in Endeva’s offer, an agreement to such amended conditions shall become effective only when they are confirmed by Endeva in writing, by fax or by email. This applies in particular also to agreements made orally or by telephone in respect of the content or execution of the contract.
3. Execution of the Contract and Service Content
3.1 Where necessary, a distinction is made in these Terms between different types of assignment. This distinction is made according to the type of service to be provided by Endeva in executing the assignment. The subject of a contract between Endeva and the Partner may also contain different types of service (e.g. research including preparation of reports plus knowledge transfer with regard to the outcomes of that research) and so may consist of a combination of such assignment types. The applicability of a rule that relates to a specific type of contract is determined by the type of service that is involved in a given case and the purpose for which Endeva is assigned by the Partner to perform the service in question.
Accordingly, a distinction is made between the following types of assignment:
a. “Research assignments” are assignments of which the object is the services of Endeva in the form of research on innovative and inclusive business models, on specific methods for their implementation and the creation of the framework conditions necessary for them, without Endeva then being involved in the specific development and implementation of such business models or framework conditions. Unless agreed otherwise, the outcomes of the research services carried out on the basis of such a assignment are provided to the Partner in the form of a report.
b. “Knowledge-transfer assignments” are assignments for which the object is the transfer of findings gained from research on the aforementioned topics by Endeva, particularly within the frameworks of training events, workshops, online seminars and conferences (hereinafter collectively referred to as “events”).
c. “Consulting assignments” are assignments for which the object is the provision of services in the form of consultancy by Endeva to the Partner on the development and implementation of specific business models, projects and programmes.
3.2 The method in which Endeva provides its services is determined by the offer submitted by Endeva that underlies the assignment in question together with any detailed conceptual document that may have been created following assignment.
If no detailed provisions have been agreed in this respect, the choice of the method by which Endeva performs the services assigned and achieves the objectives discernibly specified by the Partner in awarding the assignment shall be at the professional discretion of Endeva.
3.2.1 On the basis of a research assignment Endeva shall be obliged solely to perform research on the agreed topic in accordance with the prevailing scientific standards and methods and to make available the results of that research. The provision of the results consists of the review and description of the research and of the conclusions drawn from this by Endeva in accordance with scientific standards.
Under no circumstances shall Endeva be obliged to deliver a predetermined research outcome with regard to content; the outcome shall be obtained solely by scientific method consequential to the research duly performed on the research topic. Unless expressly otherwise agreed, Endeva is furthermore free in matters of linguistic, design and aesthetic factors as regards the conception and design of a research report, with due regard to the specifications of the Partner in the underlying contract and to the legitimate interests of the Partner discernible for Endeva.
3.2.2 On the basis of a knowledge-transfer assignment Endeva shall be obliged solely to carefully prepare and make its agreed contribution to the agreed event in accordance with the current state of knowledge. For this purpose Endeva shall, if this is not already determined by agreement with the Partner, select suitable advisors and/or training personnel and prepare any necessary materials, documents and handouts for this purpose that reflect the current state of the findings.
Endeva is entitled to make changes to content, personnel or organisational aspects before and during an event, provided that such are necessary to ensure the provision of the service in accordance with the agreement and the achievement of the agreed or discernibly assumed objective and that the agreed properties of the event concerned and the contribution to it by Endeva are not substantially affected by such changes.
Although Endeva will naturally always arrange the delivery of its knowledge transfer services in such a way as to be of greatest benefit to the Partner and third parties, Endeva is not obliged to achieve a predetermined level of success through a knowledge-transfer assignment, either on the side of the Partner or on the side of any third-party participants at the event concerned. In particular, Endeva is not obliged to deliver any specific success of outcome or indeed any form of success as a consequence of the use by the event participants of the knowledge transferred in the execution of the assignment.
3.2.3 On the basis of a consulting assignment Endeva shall be obliged to offer consulting to the Partner in accordance with the current state of knowledge for the development and/or implementation of a specific project or programme by the Partner based on the business model specified in the contract concluded. For this purpose Endeva will employ an agreed number of suitably qualified consultants.
Although Endeva will naturally always arrange the delivery of its consultancy services in such a way as to be of greatest benefit to the Partner, Endeva shall not be obliged by a consultancy assignment to ensure any specific success in the legal sense, in particular any particular economic or political success, on the part of the Partner as a result of the use and/or implementation by the Partner of the consultancy provided by Endeva.
3.3 Except where otherwise expressly stated in writing by Endeva, dates specified by Endeva are dates planned to the best of its knowledge and belief that are in particular conditional on the proper involvement of the Partner or its employees and/or agents and on the progress of the execution of the assignment according to schedule. Obligations of Endeva to deliver services on specified dates or at fixed times always require express agreement in writing.
3.4 If the Partner does not make available to Endeva the information, data or content required for the execution of the assignment or fails to cooperate as agreed and/or as justifiably requested by Endeva, Endeva shall not be liable for any damage or other disadvantage that may arise from the delays thus caused to the execution of the assignment. Such a delay entitles Endeva to suspend execution of the contract by the length of the delay plus an appropriate grace period or, following expiry without result of an appropriate grace period granted to the Partner in which to perform its act of cooperation, to withdraw wholly or partly from the contract or to this extent may terminate the contract. Endeva’s claim to remuneration for the services it has rendered up to this time is not affected by this.
In any case, if a delay is caused that is the fault of the Partner, Endeva may also demand from the Partner compensation for any extra cost incurred to it by the delay. The amount of compensation for such extra cost is determined by the remuneration that has been agreed for execution of the assignment in question, in particular according to the daily rates stated therein; in the absence of such provisions, the daily rates set by Endeva and valid after the time of the default shall apply.
3.5 In the event of force majeure or other unforeseeable occurrences the effects of which on the execution of the contract are beyond Endeva’s control (e.g. strikes, power failures, civil unrest or actions taken by the authorities that are not caused by the fault of Endeva, general telecommunications or data network faults, failure of third-party services necessary to the execution of the assignment that is beyond Endeva’s control), Endeva shall be exempted of its duty to perform for the duration of the delay thus caused plus an appropriate restarting period following the discontinuance. If adherence to the contract in such an event presents unreasonable hardship for Endeva, it is entitled to withdraw from the contract.
3.6 In order to fulfil its duty to perform on the basis of a assignment, Endeva is entitled to use the services of third-party companies and service providers that generate content or perform other services.
3.7 If an object of the services due by Endeva under its contract is the procurement and inclusion of third-party services, any terms and conditions used by the third party shall take precedence in respect of such third-party services. If an object of the assignment is also the preparation of productions for the Partner (in particular printing and the production of print products, media carriers and the like), Endeva shall award the necessary orders to the agreed extent and with the agreed content in the Partner’s name. Endeva is duly authorised by the Partner to submit the declarations necessary for this purpose in its name. The choice of, assigning of and any changes to external services is subject to special agreements made on a case-by-case basis at the professional discretion of Endeva.
4. Cooperation and Responsibility of the Partner; Guarantee and Indemnification
4.1 The Partner shall support Endeva by cooperating in its delivery of the contractually agreed services, if and to the extent that this is beneficial for the execution of the assignment in question. In particular the execution of consultancy assignments requires continuous cooperation by the Partner on a regular basis and particularly that of the Partner’s specialist staff and specialist departments.
The Partner must always nominate a competent employee for this purpose who remains available to Endeva throughout all work times and who is authorised to submit binding statements, in particular with respect to partial or complete acceptances, shortcomings in or changes to the content, the scope and the design of the object of the assignment. If the nominated employee is unavailable, the Partner must make an appropriately competent and authorised representative available to Endeva without delay.
4.2 The Partner must make available to Endeva all information, data and content necessary for the execution of the assignment (e.g. contact information, access details, names including domain names, text, images, sounds, videos and the like) at no cost. All the text, visual and audio content that the Partner must provide to Endeva for Endeva to process for the purposes of executing the assignment must be provided in the format specified by Endeva; in the absence of such specification it must be provided in a current format that is immediately usable for the intended purpose. If necessary the Partner must arrange for conversion of such content to a suitable format at its own expense or pay Endeva separately for carrying out such a conversion.
The backing up of the information, data and content submitted by the Partner is solely the Partner’s responsibility. Endeva shall retain the information, data and content supplied by the Partner for no more than fourteen (14) days after acceptance is given for the service outcome or completion of execution of the assignment; it will be returned at the risk and expense of the Partner and only at the Partner’s express request during the retention period.
4.3 The partner is solely responsible for ensuring that the information, data and content supplied to Endeva, its contractual use by Endeva and its use by the Partner in conjunction with the Partner’s use of the service outcomes
a. does not infringe any third-party interests or rights protected by law, in particular no contractual rights or any personality rights, copyrights or ancillary copyrights or industrial property rights
b. is not unlawful for any other reason, in particular due to infringement of data protection, regulations against unfair competition or criminal legislation.
The Partner guarantees to Endeva, regardless of culpability, that it will comply with and maintain the aforementioned rights and regulations and that the information and data required for the execution of the assignment that it provides to Endeva for this purpose is complete and correct.
If a claim is made against Endeva as a result of the contractual use of such data, information and content and/or as a result of its use by the Partner in the course of use of the service outcomes owing to infringement of such rights and regulations or due to the incompleteness or incorrectness of the information and data provided, the Partner shall hold Endeva free of all liability and shall compensate Endeva for all damages and costs incurred to it including all necessary legal costs.
4.4 The Partner is obliged to pay any necessary dues arising from the execution of the assignment and in particular from the use of the particular service outcomes by the Partner to collecting societies. If such dues are advanced by Endeva, the Partner must reimburse Endeva for these on production of evidence.
If a claim is made against Endeva by a collecting society as a result of the use of the service outcomes by the Partner, the Partner must hold Endeva free and harmless from all such claims.
4.5 Where Endeva provides services on the basis of a knowledge-transfer assignment within the framework of or in connection with an event, the Partner is deemed in the absence of explicit rovisions to the contrary to be the organiser of that event and as such is responsible for the running and the participants of the event, in particularly for safety and for compliance with the regulatory provisions to be observed for events. Guarantee obligations of Endeva existing in accordance with these Terms in respect of the services to be provided in connection with an event on the basis of a given contract and the degree of liability of Endeva in accordance with these Terms remain unaffected by this.
5. Delivery, Acceptance and Guarantee
5.1 Formal acceptance by the Partner of services rendered by Endeva is only required if and to the extent that these have been rendered in the fulfilment of an obligation to produce a specific service outcome (e.g. a research report, a recommendation for implementation or similar). The appropriate service outcomes (including, where appropriate, any partial or interim outcomes) will be submitted to the Partner in such cases for inspection and acceptance. Except where otherwise expressly requested by the Partner and where this is possible in respect of the type of service delivered, delivery is by email.
Services by Endeva that are subject to acceptance and that are free of significant defects shall be deemed to be accepted if the Partner has not stated his acceptance within two (2) weeks of delivery.
In cases of significant defects the Partner may withhold acceptance until the defects have been remedied in full. Significant defects are generally only such major deviations of the service from its agreed properties that substantially impair the usability of the service outcomes for the Partner. In the case of insignificant defects the Partner must accept the services with the reservation of such defects.
5.2 The sole determinant of the acceptability and freedom from defects of Endeva’s services are the properties of those services defined in the appropriate offer made by Endeva and in any detailed conceptual document created in the course of execution of the assignment; where no specific provisions are made there in this respect, the regulations contained in these Terms in respect of type, content and quality of the provision of services by Endeva shall prevail.
5.3 The Partner must check the service outcomes of Endeva for defects immediately on delivery.
Endeva must be notified of any evident defects immediately on delivery of the relevant service outcome in writing. Defects that only become evident on close examination should be communicated to Endeva in writing within seven (7) days after delivery of the relevant service outcome. Defects that do not become apparent even after close examination must be communicated to Endeva in writing immediately upon discovery. The notice of defects must contain as detailed a description of the problem as possible.
Guarantee claims made against notices of defects submitted late are excluded unless Endeva was aware of the defect in question at the time of delivery of the service. The punctuality of a complaint shall be determined by the time of its receipt by Endeva.
5.4 The Partner is not entitled to claims for correction of defects in the case of only a minor deviation from the quality of service agreed or a minor impairment to the usability of the service delivered. The same applies for defects arising from information, data or content provided by the Partner.
5.5 The Partner loses any rights arising from liability for defects if he changes the affected service or has it changed by another party, thereby making correction of the defect by Endeva impossible or unreasonably difficult. In all cases in which the affected service is changed by the Partner, the Partner must reimburse Endeva for the additional expense arising from correction of the defect.
5.6 The Partner is only entitled to revise a service outcome that demonstrates the properties agreed in the relevant offer and in any associated detailed conceptual document and meets current scientific, orthographic, formal and technical standards if and to the extent that such has been expressly agreed. This applies in particular to so-called “correction loops” in which the service outcomes are adapted to suit the design and/or formal requirements of clients.
5.7 If a service provided by Endeva is defective as defined in the aforegoing and the Partner is entitled to a claim under guarantee, Endeva will resolve the defect(s) within a reasonable period that is normally four (4) weeks by supplementary performance.
In the event of title defects that are the fault of Endeva, Endeva shall at its own choice and at its own expense either amend or replace the service in such a way that the contractual use by the Partner of the service no longer infringes the rights of third parties or such use no longer conflicts with rights of third parties, but that the service continues to exhibit the agreed properties or provides the Partner with the necessary authorisation for the contractual use of the service by the conclusion of a licence contract.
If the correction of defects is unsuccessful or is disproportionately costly or is unreasonable for Endeva for other reasons, the Partner is entitled to reduce the remuneration agreed for the affected service accordingly or to withdraw from the assignment in accordance with statutory regulations and to demand compensation for damages as described in section 8 of these Terms. The statutory cases for the dispensability of a previous demand for supplementary performance are not affected.
Demands by Endeva for payment that have already arisen in respect of expenditure (e.g. materials, transport and travel costs, payments for third-party services) and demands for remuneration for services already delivered at the time of withdrawal from the contract by the Partner remain valid.
5.8 Guarantee claims by the Partner for defects expire within one year from acceptance of the affected service outcome, partial or complete, or from delivery of the affected service, partial or complete. This shall not apply for claims by the Partner for damages arising from a defect where Endeva has acted with gross culpability or was aware of the defect at the time of delivery or in the case of injury to life, limb or health as a consequence of such a defect.
6. Rights to Services from Endeva, Granting of Rights and the Infringement of such Rights
6.1 The exclusive rights to all outcomes of the services performed by Endeva in the execution of assignments remain with Endeva. Service outcomes in this sense particularly also include all concepts, drafts, layouts, presentation or training media and the like that are developed and/or used by Endeva in the course of the creation of offers and the execution of assignments – including partial or interim outcomes – irrespective of whether and in what form these may materialise. The entitlement to service outcomes also includes in particular their concrete form of specification, that is, in particular also the graphical and aesthetic design of their specification.
The entitlement of Endeva to these service outcomes also corresponds to their content and scope in accordance with those that are originally due to the originator under the Copyright Act (UrhG) in respect of its work where the affected service outcomes do not in individual cases fall within the definition of a work under the Copyright Act. If no rules to the contrary in respect of Endeva’s entitlement to the service outcomes it has created and in respect of the rights granted to the Partner in this respect are in force, to that extent the regulations of the Copyright Act shall apply mutatis mutandis.
6.2 Comments and suggestions by the Partner and the Partner’s contractual cooperation in the execution of a assignment do not by themselves provide grounds for any co-copyright or any other form of shared entitlement by the Partner to the outcomes of Endeva’s services that might be deemed to be grounds for exploitation or usage rights of the Partner. Any rights to information, data or content provided by the Partner are not affected.
6.3 Except where other agreements have been made on a case-by-case basis, Endeva grants the Partner, subject to the condition precedent of full satisfaction of all payment claims of Endeva arising from the relevant assignment, the usage right that is necessary for the contractual use of the service outcomes due to it by the Partner or, in the absence of an agreement to this effect, for achieving the purpose of use by the Partner that was discernible at the time of conclusion of contract.
Unless otherwise agreed in writing, the usage right of this content is granted to the Partner in each case as a non-exclusive, non-transferable right without time restriction to the use of the service outcomes due to it in their entirety and in unmodified form.
6.4 Except where other agreements have been expressly made on a case-by-case basis, the contractual use or the intended purpose of any materials, documents and handouts with which Endeva provides the Partner and/or event participants in the course of executing a knowledge transfer or consultancy assignment shall be restricted to use for internal purposes. The express permission of Endeva is required for any recording of the services provided by Endeva in executing such assignments, and in particular of talks and other oral contributions. This applies by extension to any use of such recordings.
6.5 Any use of the service outcomes going beyond the framework specified above requires the prior agreement of Endeva in writing. Without such agreement the Partner is in particular not entitled to use the service outcome only in parts or excerpts, to link it to service outcomes of third parties and in particular to mix it with such, to revise the service outcome or to alter it in any other way or to publish, disseminate or make publicly available altered versions or to grant usage rights to such altered versions.
Likewise the Partner is not entitled without prior written agreement from Endeva for this purpose to transfer his right of use of the service outcomes to third parties or to grant third parties a right to the use of the service outcomes. Endeva can however only decline its agreement to the transfer of the usage right granted to the Partner to a third party as part of a company purchase or merger if this conflicts with its own substantial legitimate interests.
6.6 In cases of doubt, repeated uses (e.g. use for additional events) or duplicated uses (e.g. in additional publications) are not included in the rights granted and require the written agreement of Endeva, which may not refuse this unless it would result in legitimate interests of the Partner being significantly impaired. Endeva shall always have a claim in such cases for an additional payment for the repeat or duplicated use of the service outcomes by the Partner.
6.7 For every case of an unauthorised use of the service outcomes by the Partner, Endeva is entitled to demand a contractual penalty equivalent to 200% of the remuneration due under the assignment for the service concerned. In these cases all other and additional legal claims due to Endeva are unaffected.
6.8 Endeva normally grants only usage rights to its service outcomes; the transfer of the property rights to these outcomes requires a specific agreement.
6.9 Endeva is entitled to request information in writing from the Partner about the scope of use of its service outcomes.
7. Remuneration and Terms of Payment
7.1 The contractual services of Endeva and any granting of usage rights to the service outcomes are paid for in a single total.
Unless expressly declared by Endeva to the contrary, payment amounts for individual services within an offer are quotations based on cost estimates made on the basis of information supplied by the Partner at the time of making the offer and the needs stated by the Partner and/or recognised by Endeva. If in individual cases the amount of remuneration is not agreed by Endeva, this shall be determined on the basis of Endeva’s daily rates current at the time of conclusion of contract.
7.2 Unless expressly agreed to the contrary, actual and reasonable expenses that Endeva incurs in the execution of a assignment (e.g. travel, production, courier and transport costs, etc.) must be separately compensated by the Partner on production of suitable evidence.
7.3 Any extension of the assignment at the Partner’s request, particularly in the form of modification, replanning, restructuring or extending an existing assignment, shall require separate remuneration of Endeva by the Partner. This will only not apply if an extension initiated by the Partner to a assignment neither involves substantial additional expense for Endeva nor is linked to an extension of the service outcomes to be delivered to the Partner in the course of executing the assignment.
Except where agreed otherwise in individual cases, also always deemed to be an extension to the assignment initiated by the Partner is such a substantial expenditure incurred by Endeva for performing the agreed services and that is discernibly not an object of the expenditure estimated in the offer on which the relevant assignment was based, provided that Endeva notifies the Client prior to performance of such additional expenditure and the Partner thereupon requests that execution of the assignment continue.
7.4 The duty of cooperation by the Partner in the execution of the assignment, in particular in the form of suggestions, specifications, instructions and information, does not, unless specially agreed in individual cases, imply a reduction in the remuneration due.
7.5 Unless stated otherwise by Endeva, all prices are understood as exclusive of the legally applicable VAT at the rate current on the date of invoice.
7.6 The remuneration due to Endeva is due for payment after acceptance of the relevant service outcome or performance of the relevant service and the invoicing for that outcome or service.
Endeva is also entitled by this stipulation to demand partial payments from the Partner depending on the status of the provision of service and/or advance payments to an amount of up to 50% of the remuneration due for the service in question.
7.7 The Partner comes into default if and to the extent that a payment amount that is owed and invoiced is not credited to the specified bank account of Endeva within two (2) weeks after the proper date of invoicing.
If the Partner is longer than ten (10) working days in default with a payment, Endeva is entitled to suspend any further execution of the assignment and to withhold all services and service outcomes until all accounts payable by the Partner in favour of Endeva, including any damages and interest arising due to the delay are compensated in full.
7.8 The Partner may offset demands of Endeva with its own demands only if its own demands are determined to be undisputed or recognised by declaratory judgement. This shall only not apply where demands of the Partner for payment claims are due to him for the same assignment for which Endeva asserts its demands against the Partner, as a result of a defectiveness in the services provided that is Endeva’s fault.
8.1 Endeva accepts liability from contract and delict
a. for damages arising from gross negligence or with intent and for such arising from loss of life, bodily injury or harm to health;
b. for damages arising from breach of contractual obligations, the fulfilment of which are essential to the execution of the contract and on which the Partner regularly relies and may rely (so-called “essential contractual obligations”); in this respect, however, the extent of liability is limited to the amount of foreseeable damage that should typically be allowed for.
The typical foreseeable level of damage is normally taken to be equivalent to the value of the assignment in question. Claims for liability above and beyond this level are excluded in this respect; in particular Endeva accepts no further liability for loss of profits, loss of savings or other direct or indirect consequential damages.
The aforementioned limitations of liability also apply in the favour of the employees, organs and vicarious agents of Endeva. Endeva accepts no liability for the behaviour of its vicarious agent where this is the Partner or a person charged by the Partner with this function.
The mandatory statutory liability provisions are not affected by the above regulations.
8.2 Claims by the Partner for compensation for damages arising from breach of essential contractual obligations (see section 8.1 part b above) expire by limitation within five (5) years from the time of their arising, whether or not they were known about at the time.
8.3 Since the Partner has sole responsibility for the backup of the information, data and content that he provides to Endeva, Endeva accepts no liability for its loss.
8.4 A guarantee given by Endeva can only be accepted where such a guarantee has been expressly stated by Endeva. Except where an appropriate express agreement has been made in individual cases, Endeva further accepts no obligation to pay compensatory damages or to pay contractual penalties.
9. Naming Rights, Self-Promotion and Specimen Copies
9.1 Except and to the extent agreed otherwise, Endeva must be named as the originator or creator in connection with every publication of a service outcome assignmented by the Partner in the place normal in the industry, and where technically possible, this must take the form or design specified by Endeva.
Any breach of its right to naming its name entitles Endeva to claims for damages to the extent usual in the industry.
9.2 For purposes of advertising its institute and the services it offers, Endeva is entitled to make reference in advertising material and other media to the business relationship existing with the Partner and to assignments performed within that framework and to the services performed and service outcomes obtained in the course of performing those assignments, and to this end to use the name, the brand, the logo and other signs used by the Partner to designate itself, to an appropriate and proportional extent. Endeva is further entitled to list the Partner to this extent as a testimonial on its website and in other reference materials.
9.3 Where physically duplicated media is produced that is based on the service outcomes provided by Endeva, a minimum of ten (10) copies shall be made available to Endeva free of charge that Endeva may use, disseminate and publicly reproduce for purposes of self-promotion.
10. Final Provisions
10.1 The place of fulfilment for the obligations arising from the business relationship between Endeva and the Partner and the sole place of jurisdiction for all disputes arising from and in connection with the contractual relationship between Endeva and the Partner is the headquarters of Endeva.
10.2 The contractual relationship between Endeva and the Partner and any disputes arising in connection with it are governed solely by the law of the Federal Republic of Germany.
10.3 Should individual provisions of these Terms be partly or wholly inoperative or subsequently lose their legal effect, the validity of the remaining provisions of the Terms shall not be affected.
Berlin, March 2014