Article 1 - Scope of Application of the General Business Terms and Conditions
1. Icunet de México, S.A. de C.V. offers an extensive
portfolio comprising intercultural advice and expertise development, as well as
relocation services. These General Business and Contract Terms and Conditions,
in their currently applicable version, shall exclusively apply to all advisory
and other services provided in connection with said portfolio by Icunet de México,
S.A. de C.V.. Any terms of the customer conflicting with or deviating from our
General Business and Contract Terms and Conditions are not recognized by us,
unless we expressly consent to their applicability in writing. Our Business and
Contract Terms and Conditions shall also apply in cases where we
unconditionally execute our advisory and other services while being aware of
any terms of the customer conflicting with or deviating from our General
Business and Contract Terms and Conditions, without having explicitly objected
to those terms.
2. These Business and Contract Terms and
Conditions shall apply, insofar as the customer is not to be regarded as a
consumer, vis-à-vis the customer also with regard to all future advisory and
other services of Icunet de México, S.A. de C.V., even if they have not once
again been expressly mentioned or agreed.
Article 2 - Offer and Contract Conclusion
1. The offers of Icunet de México, S.A. de C.V.
are non-binding in terms of prices, quantities and delivery dates.
2. A contract will basically only come into
existence upon the customer's written order confirmation, or regardless hereof
upon direct execution of the order by the customer.
3. As far as the contracting partners communicate
via electronic mail (e-mail) and in particular make contractual statements
through this channel, they recognize the unrestricted validity of declarations
of intent transmitted through this channel subject to the following condition:
The usual details may in no e-mail be suppressed or avoided through
anonymization. Insofar every e-mail must include the name and the e-mail
address of the sender, the time of transmission (date and clock time) and a
repetition of the sender's name at the end of the message.
Article 3 - Scope of Service
1. The contractual duties of Icunet de México,
S.A. de C.V. are determined through the respective written offer submitted by
Icunet de México, S.A. de C.V., the prices contained in that offer, and the
customer's written order confirmation.
2. A representation of the customer or service
recipient by Icunet de México, S.A. de C.V. in legal transactions implying
legal obligations, in particular payment obligations and liabilities of the
customer or service recipient, is excluded by Icunet de México, S.A. de C.V.,
unless otherwise agreed between the parties in writing.
3. Icunet de México, S.A. de C.V. is entitled to
also have its services performed by third parties, unless otherwise agreed
between the parties in writing.
Article 4 - Duties of the Customer
1. The customer contributes to contract
fulfillment by timely and completely making available to Icunet de México, S.A.
de C.V. all records, documents and information needed for order fulfillment at
his own expense.
2. Icunet de México, S.A. de C.V. is not liable
for failures and consequences resulting from the lack of records and
information needed and to be procured by the customer, as well as from the
non-adherence to deadlines of the customer or service recipient.
3. All records, data and information made
available by Icunet de México, S.A. de C.V. to the customer shall exclusively
be used for internal purposes. They may only be forwarded to third parties with
prior written consent given by Icunet de México, S.A. de C.V.
Article 5 - Prices
1. The prices are valid for 30 calendar days from
the date of the offer and do not include VAT, other taxes, travel and
accommodation expenses, administrative fees, translation costs, forwarding
costs, real estate broker's fees, rental payments etc., unless otherwise agreed
between the customer and Icunet de México, S.A. de C.V. in writing. Any
disbursed costs of third parties will be charged against receipt with a
handling fee amounting to 7%.
2. A handling fee amounting to 7% of the invoice
amount is charged for payments within the scope of the budget management.
3. A cost mark-up of 50% is charged for services
rendered on demand on a work-free day. (Non-office mark-up)
4. Other deliveries and services, which were not
yet agreed upon contract conclusion or for which no price was yet agreed on the
date of placing the pertinent order, are charged at the list prices valid on
the day of performance.
5. Where Icunet de México, S.A. de C.V. takes the
customer's requests for changes into account, the resulting additional costs
will be notified and invoiced to the customer.
6. In the event that the local currency to Euro
exchange rate changes by more than 3% between the date the offer is issued and
the invoicing date, Icunet de México, S.A. de C.V. reserves the right to adjust
the fees accordingly.
Article 6 - Terms of Payment
1. Icunet de México, S.A. de C.V. is renumerated on
the basis of the order concerned.
2. All invoiced services and disbursements are
due for payment within 15 calendar days from the invoice date without
deduction, unless otherwise agreed in writing. Payments must be made such that
the full invoiced amount is received by Icunet de México, S.A. de C.V.. All
country or region-specific fees and / or taxes are the sole responsibility of
the purchaser. In case of late payment Icunet de México, S.A. de C.V. reserves
the right to claim default interest in the amount of the currently valid
statutory regulations. This shall not affect the assertion of a claim for any
additional damage arising from the late payment.
3. The claim for remuneration of Icunet de
México, S.A. de C.V. exists irrespective of any third party claims arising
against the customer and/or the service recipient, especially in consequence of
their unauthorized measures.
4. Icunet de México, S.A. de C.V. reserves the
right to demand an advance payment in a reasonable amount prior to order
execution, and to issue interim and advance payment invoices.
5. In the event of an unfounded notice of
termination subsequent to contract conclusion, the customer bears any and all
cancellation costs incurred.
6. If the customer no longer operates a proper
business, especially in cases where the customer's business assets are seized,
where a cheque or bill of exchange is protested, or where a stoppage or even
cessation of payment occurs, or where the customer applies for institution of
judicial or extra-judicial composition proceedings or proceedings concerning
the customer in accordance with the Insolvency Code, Icunet de México, S.A. de
C.V. is entitled to immediately make all corresponding claims arising from the
business relationship due for payment, even if Icunet de México, S.A. de C.V.
accepted any bills or cheques. The same applies in cases where the customer
defaults with his payments to Icunet de México, S.A. de C.V., or if other
circumstances become known which raise doubts concerning the customer's
creditworthiness. Moreover, Icunet de México, S.A. de C.V. is in such event
entitled to demand advance payments or provision of security, or to withdraw
from the contract.
Article 7 - Cancellation Rules
1. The cancellation of services must in each case
be communicated in writing, via post, fax or e-mail. Decisive for the
timeliness of the customer's cancellation via post, fax or e-mail is the date
of receipt of the letter of cancellation by Icunet de México, S.A. de C.V.
2. If advisory services are cancelled 15 up to 20
workdays prior to the agreed date, 30% of the agreed total costs will become
due, plus any cancellation fees accrued for the flight, hotel etc. and travel
costs incurred by the consultant, plus statutory VAT.2.
1. If notice of cancellation is given 6 up to 14
workdays prior to the agreed date, 50% of the agreed total costs will become
due, plus any cancellation fees accrued for the flight, hotel etc. and travel
costs incurred by the consultant, plus statutory VAT.2.
2. If notice of cancellation is given within the
last 5 workdays prior to the agreed date, 80% of the agreed total costs will
become due, plus any cancellation fees accrued for the flight, hotel etc. and
travel costs incurred by the consultant, plus statutory VAT.2.
3. In case of non-appearance of the registered
participants, Icunet de México, S.A. de C.V. charges 100% of the agreed total
course fees plus any cancellation fees accrued for the flight, hotel etc. and
travel costs incurred by the consultant, plus statutory VAT. If the registered
participants are only present temporarily on a consultant's day, there is no
entitlement to reduce the price.2.
4. If the participation in an open training
provided by Icunet de México, S.A. de C.V. is cancelled 15 up to 6 workdays
prior to the agreed date, 50% of the agreed total costs will become due, plus
statutory VAT. If notice of cancellation is given within the last 5 workdays
prior to the agreed date and in case of non-appearance, 100% of the agreed
total costs will become due, plus statutory VAT.2.
5. The customer is free to furnish evidence that
in the individual case less damage than the agreed flat charge, or no damage
has been suffered. Instead of the flat charge, Icunet de México, S.A. de C.V.
can also calculate the remuneration due to him in concrete terms, based on the
expense incurred and in consideration of the unit and total prices specified in
3. If other commissioned services are cancelled
(for example relocation and immigration services), the effectively accrued
hours, plus an additional processing fee of 15% and plus the statutory VAT
amount will be charged. However, the minimum additional processing fee amounts
to MXN 2500.
Article 8 - Set-off and Right of Retention
The customer is only entitled to claim a set-off,
retention or reduction, if his counter-claims asserted in that respect have
been established by declaratory judgment, or have been expressly recognized by
Icunet de México, S.A. de C.V.
Article 9 - Liability
1. Unlimited liability: Icunet de México, S.A. de
C.V. is liable without limitation for intent and gross negligence, and
according to the Product Liability Act. In case of slight negligence, Icunet de
México, S.A. de C.V. is only liable for damages arising from injury to life,
the body and health of persons.
2. In other respects the following limited
liability is applicable: In case of slight negligence Icunet de México, S.A. de
C.V. is only liable upon violation of an essential contractual duty,
fulfillment of which is essential for proper execution of the contract, and
observance of which the customer may regularly rely upon (cardinal obligation).
The liability for slight negligence is limited in amount to the damages
foreseeable upon contract conclusion, the occurrence of which must typically be
expected. This limitation of liability also applies in favour of our staff,
employees, workforce, representatives and vicarious agents.
3. Icunet de México, S.A. de C.V. is not liable
for damages caused outside of its sphere of responsibility by third parties not
acting as vicarious agents of Icunet de México, S.A. de C.V., as well as for
information and data which are based on information provided by third parties.
4. Icunet de México, S.A. de C.V. is likewise not
liable for translations, which are made at the customer's request by Icunet de
México, S.A. de C.V., or which are assigned to external technical translators
Article 10 - Force MajeureEvents of force majeure,
industrial disputes, riots, administrative measures and other unforeseeable,
unpreventable and serious occurrences will release the contracting partners
from their performance obligations for the duration of the disturbance
and to the extent of their effect. This also applies
in cases where these events occur at a time when the affected contracting
partner is in default. The contracting partners are obliged to immediately
furnish the required information within reasonable limits, and to adjust their
obligations to the changed circumstances in good faith.
Article 11 - Term of Contract, Termination
1. The term of contract depends on the contract
period agreed in the respective case.
2. Without prejudice to any ordinary period of
notice existing by act of law or ag-reed by contract, either party is entitled
to terminate the contract for good cause. A good cause is especially existent
in a case where either party is in breach of essential duties under the
contract, and where consequently a continuation of the contractual relationship
is deemed unreasonable in the light of all circumstances.
Article 12 - Confidentiality and Data Protection
1. Icunet de México, S.A. de C.V. will collect,
process and use personal data only for the orders and projects placed by the
customer as data earmarked for specific purposes and bound by instructions. The
personal data may only be forwarded for specific purposes to third parties
after prior written consent given by the customer and the service recipient.
2. Personal data are only accessible to Icunet de
México, S.A. de C.V.'s employees involved and to the commissioned service
provider to the extent necessary for the order processing.
3. All employees of Icunet de México, S.A. de
C.V. and the service providers commissioned by us are obliged to maintain
secrecy and to comply with the provisions laid down in the Federal Data
4. Personal data are deleted after completion of
the orders and projects placed, un-less otherwise agreed with the customer and
the service recipient.
Article 13 - Intercultural Consulting and Competency
DevelopmentPlace and time of performance:Unless otherwise agreed, intercultural
consultations and competency developments take place on Mondays to Fridays, in
the time from 09:00 AM to 05:00 PM including breaks. For this purpose, Icunet
de México, S.A. de C.V. can provide premises upon request, depending upon
existing capacities. All resulting additional costs for office rent and
accommodation are borne by the customer against receipt or as a flat amount.
Article 14 - Software Solutions (E-Learning,
Intercultural Potential Analysis, ICU neXt Destination)
1. Rights of Icunet de México, S.A. de C.V. and
of the CustomerICUnet.AG, the mother company of Icunet de México, S.A. de C.V.,
retains the copyrights and the industrial property rights, as well as the
exploitation rights in the delivered software. The customer merely obtains a
right to use the software in accordance with the agreement.
2. Personal responsibility of the customer for
installation, training and instructionThe customer is personally responsible
for proper installation of delivered software. Both the installation by Icunet
de México, S.A. de C.V. and the training and instruction of the customer or of
his employees in how to use the delivered software are not included in the
scope of services. These services are separately charged, unless otherwise
3. Rights to contentsThe ICU neXt Destination is
provided on an Internet server connected to the World Wide Web (www) for use in
online access. The server availability averages 99.5% per month. The place of
performance is the location of the Internet server in Nürnberg. The point of
handover of Icunet de México, S.A. de C.V.'s services to the user is the
interface between the internal operating network of ICUnet.AG in Nürnberg and
the public data network (Internet).
4. Safety obligations of the userThe user is
obliged to keep the access authorization / passwords secret. Furthermore, the
user is obliged to take the necessary precautions to prevent the access
authorization and password from being disclosed to unauthorized person, in
particular through a regular change of passwords. If the user has a suspicion
or evidence that access data were made accessible to unauthorized persons or
are used by unauthorized persons, the user is obliged to inform Icunet de
México, S.A. de C.V. immediately, so that the relevant user account can be
5. Data protectionThe anonymous use of the
software solutions is not permitted, as the use is contingent upon the
existence of an authorization to be proven by the user. Icunet de México, S.A.
de C.V. will collect, store and process user-related data within the scope of
the statutory data protection rules and to the extent required for proper
execution of the contract.
6. Declaration of acceptance and error
messageProducts installed by Icunet de México, S.A. de C.V. as ordered will be
immediately tested by the customer, jointly with an employee of Icunet de
México, S.A. de C.V. If the products substantially work contractually
compliant, the customer will immediately declare the acceptance in writing.If
acceptance is refused by the customer, the customer must notify Icunet de
México, S.A. de C.V. immediately, however not later than 10 workdays following
installation, of concrete errors along with a precise description given in an
error protocol. If Icunet de México, S.A. de C.V. is within the aforesaid
period not in receipt of a declaration of acceptance or an error message, the
work is deemed to be accepted. In case of insubstantial defects, the customer
may not refuse the acceptance.
7. License period and terminationIcunet de
México, S.A. de C.V. grants licenses for the use of the e-learning tools and
the Portal ICU neXt Destination. If the licenses are neither limited in time
nor technically restricted and are not cancelled by the customer, the license
period will after expiration of one year automatically be extended by one
additional year. Notice of termination must be communicated up to three months
prior to expiration of the license period by the customer in writing.
8. Availability of accessIcunet de México, S.A.
de C.V. guarantees access to the e-learning and potential analysis tools for a
period of three months from the issue date, or until first-time redemption of
9. Non-usage by the customerThe online access
provided to the customer for use of the e-learning or potential analysis tools
will be invoiced by Icunet de México, S.A. de C.V. also in case of non-usage.
Article 15 - Place of Jurisdiction
1. Where the contracting parties are merchants,
legal entities under public law or public law special funds, the parties agree
that the place of jurisdiction for all disputes arising from the contractual
relationship is the legal venue of ICUnet.AG in Passau as the place of trial.
2. ICUnet.AG is also entitled to take legal
action before a court which has jurisdiction over the registered seat or a
branch office of the customer.
3. If the customer has no general place of
jurisdiction within the domestic territory, or has after contract conclusion
moved his place of residence or his habitual abode outside the scope of
application of this law, or if the customer's place of residence or habitual
abode is not known at the time when the action is filed, the place of
jurisdiction ICUnet.AG shall likewise be applicable.
4. The governing law is exclusively the law of
the Federal Republic of Germany. The application of the United Nations
Convention on Contracts for the International Sale of Goods (CISG) is excluded.
Article 16 - Final Provisions
1. Any ancillary agreements as well as amendments
and supplements to the contract must be made in writing and require the written
consent of both contracting parties. Verbal ancillary agreements are excluded.
2. The invalidity of individual provisions of
this contract or of contractual components shall not affect the legal validity
of the remaining provisions. The contracting partners are obliged to find a
valid regulation in good faith and in the light of the purpose and intent of
the contract and mutual interests, which will not lead to any substantial
change of the contract's contents. This also applies, if a gap in the contract
becomes obvious and requires a regulation.