Optilyn’s website visitors and services contracted to Optilyn are subject to the following General Terms & Conditions
1 Scope and acceptance
1.1 The project shall comprise the work defined in the quotation or agreement.
1.2 Quotations are valid for thirty (30) days from the date of issuance.
1.3 Quotations and agreements are subject to change or withdrawal prior to written acceptance by the customer.
2 Prices and advance payment
2.1 Optilyn charges its service either at a fixed fee or at an hourly rate. For fixed fee services, customers will receive a quotation. For hourly rate assignments the hourly rate will be defined in an agreement.
2.2 Unless expressly provided otherwise, all costs, including travel costs are included in quotations.
2.3 Unless agreed otherwise with the client, all fixed fee services require an advance payment of 30% of the project quotation, before the service is scheduled. An advance payment invoice will be sent to you via email, after acceptance of the quotation and must be paid within 30 days of the invoice date.
2.4 If the advance payment is not made according to the clause above, we can either withhold provision of the services until payment is received or terminate the agreement.
2.5 The advance payment is non-refundable unless we fail to provide the services and are at fault of such failure.
2.6 Hourly rate assignments will be invoiced on a monthly basis. Hourly rates do not include travel costs. Travel costs will be settled in the monthly invoice as stated in the agreement.
2.7 For assignments abroad, Optilyn can charge a travel fee covering local transport, expenses, and travel time.
2.8 All the prices and costs that are given will be exclusive of VAT, unless stated to the contrary.
2.9 If discounts are granted to a client, these will apply exclusively to that specific assignment or the relevant part of the assignment, for which they are granted. Under no circumstances, not even where such discounts are granted repeatedly, will they create a right for the client to similar discounts on later orders.
3.1 Unless stated otherwise, all invoices are should be paid within 30 days after the invoice date.
3.2 In case of non-payment within this period of time, a late payment interest will be – by right and without proof of default – due at the rate of 12% per year on the outstanding balance until full payment has been made. In addition, a fixed collection charge will be due at a rate of 10% on any outstanding sums, with a minimum charge of 50.00 EUR. This without prejudice to the legal collection fees, including, but not limited to, the summons costs and the legal fees.
3.3 A non-payment, or a partial non-payment of an invoice on its due date, constitutes gross negligence, and entitles Optilyn to suspend further deliveries or services, including works that were already initiated, until full payment of the invoice has been made, and/or to terminate the agreement. This without prejudice to the right for Optilyn to claim an additional indemnity and/or to adjust the deadlines that have been agreed upon.
3.4 An invoice can only be validly challenged, if this is notified to Optilyn, in writing, within a period of 8 days after the invoice date. This can be done via registered letter or by email to email@example.com.
4.1 Cancellation of an assignment, or part of an assignment, must take place in writing, and must be expressly accepted by Optilyn. Every cancellation of an assignment, whether accepted or not, and for whatever reason, will in all circumstances entitle Optilyn to claim full payment of the agreed fees for the services that have already been executed, with a minimum of one half of the sum of the agreed advance payment(s), as well as full payment of all the extra costs and indemnities that are due by Optilyn to third parties, for the commitments and obligations that it already entered into in the framework of the assignment and/or subsequent to its cancellation.
5.1 Optilyn will carry out the assignments with which it has been entrusted to the best of its ability and in accordance with the professional standards relating to research, assessments, and consulting.
5.2 Optilyn will only indemnify the client for material damage and/or bodily injury, which has been caused directly by proven gross negligence or premeditation on the part of Optilyn, in the provision of the services as described in the order confirmation. Optilyn will only be liable for direct damages suffered by the client with whom Optilyn has entered into an agreement, to the exclusion of all other damages such as, amongst others, financial losses, commercial damages, loss of profit and/or loss of income, business interruption, damages caused by the loss of information, etc.
The total liability, if any, of Optilyn arising from a service is limited to the price paid for the service.
5.3 Delay in the delivery of products or services, shall never give rise to any compensation or result in the dissolution of the agreement.
5.4 Optilyn does not accept liability for any errors and/or omissions contained in our website and reserves the right to change information at any time and without notice.
6. Project results and rights of use
6.1 The goods, services, and results that are sold, whether or not already supplied, will remain the property of Optilyn until they have been paid for in full by the client.
6.2 The Project result shall be made available to the customer after completion of the project in accordance with the quotation or the Agreement.
6.3 All rights in the documents and results arising from the services shall accrue to the customer. Optilyn shall not be restricted to use the gained know-how and to render similar services for other customers of Optilyn.
6.4 All proprietary rights remain with Optilyn, including intellectual property rights (including copyrights) to all components, tangible and/or intangible, that are realized by Optilyn itself, or on behalf of Optilyn by its subcontractors, within the context of the assignments for the client, also with regard to the know how, study models, research methods, surveys, applied methodology, statistical techniques, software, etc., used or applied by Optilyn. The client can thus not under any circumstances use/alter the whole of or part of the abovementioned components, or grant third parties any rights to them without Optilyn prior and express written consent.
6.5 In a separate written agreement, for specific projects or services, Optilyn can either transfer specific intellectual property rights, or grant a right of use for specific services or inventions.
6.6 The client expressly gives Optilyn its consent to reproduce and publicize its trading name, company name, trademarks, logos, and a brief description of the rendered performances on its website and in company presentations, so that Optilyn’s activities can be promoted amongst – and explained to – its clients and prospects. The client may use Optilyn’s trading name, company name, trademarks and logos, unless expressly prohibited by Optilyn.
7. Intellectual Property
7.1 All rights, including copyright, on the content of our website (www.optilyn.com) are owned by Optilyn. By accessing our website, you agree that you may only download the content for individual and non-commercial use. It is not allowed to download, copy, broadcast, store, transmit, show in public, adapt or change in any way the content of the Optilyn website for any other purpose without the prior written permission of Optilyn.
8.1 Optilyn shall keep the customer's trade and business secrets confidential for an unlimited period of time, as well as all other information obtained by Optilyn under or in connection with this contract, designated in writing as confidential by the customer. However, Optilyn shall have no obligation with respect to any information which is already in Optilyn’s possession at the time of the execution of the contract, independently developed by Optilyn, or which is publicly available.
8.2 Optilyn shall oblige its employees to adhere to the confidentiality obligations.
9.1 Optilyn will not pass on your personal information to any third party without your permission.
10. General terms
10.1 Optilyn may revise these Conditions at any time, without any notification, by publishing new or revised Conditions on its website. If a Quotation is accepted by the Customer after the new or revised Conditions have been published on Optilyn’s website, those new or revised Conditions will apply to the supply of those services.
10.2 This agreement shall be governed by German law. In the event of any dispute, the courts of Munich, shall have exclusive jurisdiction.
10.3 By entering an agreement with us, or by accessing, browsing and/or using our website (www.optilyn.com), you agree that you have read, understood, and agree to be bound by these terms and conditions.
10.4 In case one of these conditions should not be legally valid for any reason whatsoever, all other conditions still remain fully in force.
10.5 Anything that is not explicitly mentioned in these terms and conditions of sale is bound by the regulations of German Law.
If you have queries concerning our General Terms & Conditions, please contact us at the following e-mail address: firstname.lastname@example.org.