Terms and Conditions

 

1. Scope of the General Terms and Conditions

The following General Terms and Conditions (T&C) shall apply to all current and future consulting service contracts between the Client (hereinafter "Client") and Dees Immo Consulting, LLC (hereinafter "Dees Immo"). Exceptions to the general T&C, in particular, also T&C laid down by the Client shall only apply if they have been expressly agreed to and confirmed in writing by Dees Immo.

All consulting service contracts and other agreements are only binding if confirmed by both parties and duly signed; they are mutually binding only to the extent set forth in the written contractual agreement.

 

2. Scope and realization of the service contract

The scope of service is determined according to the written contract, addendums and a listing of applicable contract specifications. Changes to the scope of consulting services require a written agreement between the client and Dees Immo. Dates of service completion are only provided as approximation and will not be binding unless expressly marked so in writing.

Dees Immo has the right to select employees assigned to the respective project by itself. Dees Immo reserves the right to decide whether Services will be provided at Client’s site or at other locations. Although employees of Dees Immo might provide Services at Client’s site, the management and direction for all on sites is an Dees Immo responsibility. Dees Immo may contract with other external service providers unless in performance of the contract unless contractually prohibited by service contract.

If increased costs are caused by the Client's failure to timely meet its duty to co-operate, Client shall reimburse Dees Immo for all incremental costs. The time for performance, where agreed, shall be extended by additional time required for the resumption of performance after elimination of such obstruction. Dees Immo is not responsible for delays or lack of performance due to Acts of God.

 

3. Duty of disclosure by the client

It is the responsibility of the client to ensure that all documents and information needed for the performance and completion of the contract are made available to Dees Immo on a timely basis without having to be specifically requested, and that Dees Immo be informed of all occurrences and circumstances that are of significance to the implementation of the contract.

 

. Intellectual Property and Copyrights

Dees Immo retains copyright and all intangible property rights with respect of Dees Immo software used in the performance of services. Dees Immo also retains copyright to other software and intangibles developed within the scope of services provided by Dees Immo, unless otherwise documented.

 

5. Limitation of liability

At client sites where Dees Immo has a significant presence, Client shall maintain general liability insurance coverage which includes Dees Immo as an additional insured, and shall furnish to Dees Immo a Certificate of Insurance from its insurance carrier(s) certifying that insurance coverage is in effect and will not be canceled or materially changed without Dees Immo’s written consent.

Dees Immo will endeavor to ensure that all transactions are reviewed per the requirements and
specifications of Client. Client is responsible for the accuracy and timeliness of all data and is liable for all taxes, interest, penalties and other fees as may be assessed by the government for non-compliance, omissions, errors and audits.

Dees Immo disclaims any and all express or implied warranties in connection with its services. Dees Immo shall not be liable for any direct, indirect, punitive, special, incidental, or consequential damages (including, but not limited to damages for lost revenue, lost profits, business interruption, lost information or data, computer interruption and the like) or the cost of procurement of substitute goods or services arising from or related to the use of Dees Immo’s services.

Client shall take all necessary precautions to prevent the occurrence of any injury to persons or to property during the performance of work and ensure that Client and its personnel neither pose a threat to Dees Immo’s safe work environment nor the integrity of its business operations. Except to the extent that any injury or damage is due to Dees Immo, client shall release, defend, hold harmless and indemnify Dees Immo, its directors, officers, employees, agents, representatives, successors and assigns, whether acting in the course of their employment or otherwise, against any and all suits, actions or proceedings, at law or in equity, and from any and all claims, demands, losses, judgments, damages, costs, expenses or liabilities, including without limitation claims for personal or property damage, resulting from or in any way connected any act or omission of Client’s personnel, Client its agents, employees or subcontractors in connection with, but not limited to, all of the representations, warranties or covenants contained in this Agreement. In addition, client shall indemnify, defend and hold Dees Immo harmless from and against any claims, costs or expenses, including, but no limited to, reasonable attorney’s fees, arising out of or in connection with any employment claims. Client agrees to include clause in all related subcontracts.

Dees Immo shall take all necessary precautions to prevent the occurrence of any injury to persons or to property during the progress of work and ensure that Dees Immo and its personnel neither pose a threat to Client’s safe work environment nor the integrity of its business operations. Except to the extent that any injury or damage is due to Client, Dees Immo shall release, defend, hold harmless and indemnify Client, its directors, officers, employees, agents, representatives, successors and assigns, whether acting in the course of their employment or otherwise, against any and all suits, actions or proceedings, at law or in equity, and from any and all claims, demands, losses, judgments, damages, costs, expenses or liabilities, including without limitation claims for personal or property damage, resulting from or in any way connected any act or omission of Dees Immo’s personnel, Dees Immo its agents, employees or subcontractors in connection with, but not limited to, all of the representations, warranties or covenants contained in this Agreement. In addition, Dees Immo shall indemnify, defend and hold Client harmless from and against any claims, costs or expenses,
including, but no limited to, reasonable attorney’s fees, arising out of or in connection with any employment claims. Dees Immo agrees to include clause in all related subcontracts.

 

6. Confidentiality and data protection

All techniques, designs, drawings, processes, inventions, equipment, proposals, specifications, and such information concerning the products, services or equipment disclosed by either Dees Immo or Client shall be held confidential and shall not be disclosed by either party without prior written consent except as otherwise required for performance of the services.

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7. Fees and payment

The fee and expense reimbursement shall be agreed upon by the Client and Dees Immo per service contract. Payment terms are net 14 days unless otherwise agreed upon in service contract. If implementation of the contract is prevented by the client after the contract has been signed (for ex. due to cancellation), the business consultant is nonetheless entitled to payment for the stipulated scope of consultation services. If the execution of the contract does not occur due to circumstances which are substantially caused by Dees Immo, then Dees Immo shall only be entitled to receive the part of the fee which corresponds to those services already performed. This particularly applies if, despite cancellation, Dees Immo‘s services up to that point are usable by the client. Apart from apparent deficiencies, any complaint about Dees Immo‘s services does not justify the retention of fees owed to Dees Immo.

If the Client is delinquent on a due payment, Dees Immo reserves the right to rescind the contract effective immediately and assert a claim for damages.

 

8. Governing law and jurisdiction

Unless and except as these T&C contain provisions to the contrary, the laws of the State of Florida shall govern these Conditions. By accepting the services provided under these conditions, the Client irrevocably agrees to the exclusive jurisdiction of the courts of the said state in and for Lee County, Florida and submits to the personal jurisdiction of said courts.

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9. Force Majeure

Each party shall be excused from performance under the Agreement to the extent that such party is prevented from performing, in whole or in part, by delays caused by an act of God, war, civil disturbance, labor dispute, or other cause beyond its reasonable control. The non-performing party shall promptly give notice of its non-performance to the other party. The non-performing party shall make all commercially reasonable efforts to remove such cause of nonperformance. All other obligations not affected by such cause of nonperformance shall be in full force and effect during the period of time that the affected obligation is suspended during the continuance of such cause of non-performance.