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Terms and Conditions

Below you will find the legal terms and conditions, copyrights and trademarks that relate to this website and for business relations with BirMic Solutions. Please read and acknowledge them. Thank you very much!

$ 1 Definitions

For the Terms and Conditions, the following definitions are valid:

  1. Client: The party contracting for consulting services.
  2. Contractor: BirMic Solutions LLC, also called BirMic Solutions.
  3. Contract: Written agreement between client and contractor that exactly defines the rendering of consulting services for a specific situation between client and contractor.

$ 2 Validity

  1. These Terms and Conditions form the overall framework for all legal relationships between client and contractor. Deviations need to be agreed upon specifically and explicitly by both parties, and in writing.
  2. In case the contractor is bound by duties and obligations (e.g. caused by earlier business relationships), the contractor has to point it out to the client, and the client has to respect these.
  3. Specific agreements that go beyond the scope of the Terms and Conditions (e.g. rates and expenses) are documented in the contract for that specific situation.

$ 3 Basic principles for fulfilling the contracted services

  1. The client defines the consulting services in writing as specific contracts. They have been negotiated and agreed upon by both parties beforehand.
  2. Planning the consulting services lies with the contractor. The contractor coordinates closely with the client and takes the client’s specifics into account.
  3. The contractor may decline the contract if he believes that the contract is not doable, that he does not have enough capacity, that the contract is beyond the contractor’s area of expertise, or that the contract violates the law or basic principles of good demeanor.
  4. While rendering the consulting services, the contractor will follow the client’s specifications as in the contract. Nevertheless, the contractor may make suggestions to improve the services.
  5. The contractor will use his best knowledge, expertise and experience to achieve the best possible results. However, based on the nature of the consulting business there can be no guarantees to specific results.
  6. Specific features of results (e.g. properties of a software) are defined specifically in the contract. Again, there can be no guarantees on a general basis.

$ 4 Compensation
and billing

  1. All services are billed based on a time and material basis, according to terms and conditions detailed in the contract. Verification and labor claiming are specified in the contract.
  2. Sales tax and / or VAT (value added tax) will be added to all billed amounts, according to the laws of the country or the locale, where the work was actually performed.
  3. Billing dates, payment terms, currency and bank connections are specified in the contract.
  4. Default of payment, dunning and reduction are specified in the contract, based on what is lawful and customary in the country or locale of the client.
  5. Full payment of the agreed amount terminates any rights and titles the contractor has to the consulting service rendered.
  6. The client will reimburse travel expenses, material and other costs that the contractor incurs, and which are directly caused by the rendering of consulting services. The reimbursement does not depend on the size of the contract or on it’s results. Details are specified in the contract.
  7. Costs that are incurred while acquiring a contract are internal costs and are covered by the contractor.

$ 5 Participation of
the client

The client commits to support the contractor accordingly at fulfilling the contracted tasks. Especially:

  1. The client provides the contractor with adequate working space, access to soft- and hardware, computing time, authorizations, telecommunication, remote system access, etc.
  2. The client supports in matters of the contracted subject, such as providing clear and stable specifications in writing, immediate clarification of questions, timely decision-making, adequate active participation, timely feedback on intermediate results, etc.
  3. If in any way possible, the client names a counterpart in person to be responsible for coordination.
  4. The client informs the contractor immediately on circumstances that may effect contractual and task fulfillment. That includes, but is not limited to changes in requirements or relevant business processes, or changes in organization or personnel in the business vicinity of the contracted task.
  5. The client commits to a thorough and timely final check of the contracted task and to sign-off on the results in writing.

$ 6 Deadlines and delay

  1. Deadlines are not fixed, except they are explicitly agreed upon as fixed in the contract.
  2. The contractor cannot be held responsible for delays caused by strike, illness, accident, terrorism, act of authorities, act of God or similar.
  3. The contractor cannot be held responsible for delays caused by the client. That includes, but is not limited to delays in decision-making, lack of active support or lack of resources. Will, due to these delays, contractual fulfillment become unrealistic, or does the contractor risk economic or contractual harm, e.g. because of work already committed otherwise, so has the contractor the right to cancel the contract either partially or in full. The billing for services already rendered is not touched by this cancellation.
  4. If contractual fulfillment is delayed by items covered in points 2 and 3, deadlines will be extended automatically by the amount of the delay, given the contractor has informed the client appropriately.
  5. If the contractor comes under delay, he has to inform the client immediately and appropriately. The client may set a new deadline appropriately. In case of repeated delay, the client has the right to cancel the contract either partially or in full, or negotiate abatement. The billing for services already rendered is not touched by this cancellation.
  6. If during contract fulfillment it becomes evident that the originally agreed deadlines cannot be met due to reasons that could not be recognized earlier (e.g. new insight on business processes, data quality less than originally assumed, broader requirements, etc.), then both parties have to re-negotiate contract planning, and document in writing in the contract. This may be valid for both timing and contents of the contracted tasks.

$ 7 Flaws

  1. Definition: A flaw exists if a system does not meet the written specifications in a negative way. A flaw does not exist if the system does not meet hidden expectations or expectations of any third party.
  2. As a matter of principle, flaws will be determined during formal intermediate or final acceptance tests and documented in writing. Incorrect system behavior, which is recognized and corrected during planned test cycles, is not a flaw in the sense of this agreement.
  3. In case of flaws, the contractor is given the opportunity to correct them free of charge. Travel and similar expenses will still be reimbursed. If the contractor, intentionally or grossly negligent, does not meet this duty of rectification, the client has the right to claim damages according to $ 8.
  4. After the final acceptance test by the client, the duty of rectification terminates. Flaws that may be recognized afterwards are regarded as non-existent.
  5. Damages and liability are discussed in $ 8. All other claims are explicitly excluded; e.g. expenses for flaw regulation by a third party.

$ 8 Damages and liability

  1. The contractor is liable for full damages based on any legal reason (e.g. non-fulfillment, impossibility, guarantee, delay, wrongful contract, infraction of secondary duty or unlawful conduct) only in the case of intent.
  2. In case of gross negligence, or in case the client can prove the damage occurred as an immediate result of neglecting essential due diligence that is typical for the occupation by the contractor, the contractor is liable only up to the amount of the foreseeable immediate damage, and only up to the maximum coverage of the contractor’s liability insurance. Secondary damages and claims by any third parties are explicitly excluded. The lawful liability for personal injury remains untouched.
  3. The contractor commits to obtain liability insurance coverage as customary for the contractor’s business. If the client wishes further coverage, both parties will negotiate and agree in the contract how to obtain further insurance for the specific situation.
  4. Client’s claims for damages and liability from non-fulfillment, impossibility, guarantee, delay, wrongful contract and infraction of secondary duty are limited by one year. The period of limitation starts with the point in time when the client receives knowledge of the claim.
  5. The contractor guarantees that the services rendered are free of third-party restrictions that may hinder, obstruct or exclude the use of these services by the client.

$ 9 Confidentiality and intellectual property

  1. The contractor may process client’s data automatically. The client grants the contractor access to live data, if this is necessary for the immediate fulfillment of the contract.
  2. The contractor commits to treat client information confidentially if it is labeled as such, and by written notice will delete, otherwise destroy or return it to the client. The commitment to confidentiality will remain valid indefinitely beyond any contractual relationship.
  3. The contractor respects the laws regarding data processing and data protection of the client’s country.
  4. Processes, methods, software and tools that the contractor brings into or develops directly for or during contract fulfillment will remain the unrestricted intellectual property of the contractor. The client has the right to use and copy them for internal purposes. However, the client does not have the right to sell them to a third party, or in any other way commercialize them.
  5. Processes, methods, software and tools that were developed during contract fulfillment and that immediately relate to client’s business processes will go into the client’s intellectual property with contractual closure. However, the contractor retains the right to use the underlying concepts for future work.

$ 10 Governance and jurisdiction

All business relations with BirMic Solutions LLC and usage of the website www.birmic.com are governed by the law of United States of America and the State of Georgia. Place of jurisdiction is Woodbine, GA.

$ 11 Legal entity

BirMic Solutions LLC is registered with the State of Georgia, April 26, 2010.

$ 12 Copyrights

SAP, the SAP Logo, R/2, R/3, mySAP, mySAP.com, ABAP, BAPI, ALE and other mentioned SAP products and services and their logos are trademarks or registered trademarks of SAP AG in Germany and various other countries.

Microsoft®, Frontpage®, WINDOWS®, NT®, EXCEL®, Word® are registered trademarks of Microsoft Corporation.