1. Scope
- These General Terms and Conditions are part of all contracts concluded with UJCO. They apply to the entire business relationship between UJCO and the contracting party (hereinafter referred to as the “Customer”). Deviating, opposing, or supplementary General Terms and Conditions of the Customer do not become part of the contract unless UJCO provides written consent. The same applies if UJCO provides services unconditionally, knowing of the Customer’s opposing and/or differing terms. No oral side agreements exist.
- UJCO is entitled to amend or supplement the General Terms and Conditions with a reasonable notice period. Changes to these terms will be communicated to the Customer in writing. If the Customer does not object to the changes within four weeks after receiving the change notification, the changes will take effect accordingly.
2. Conclusion of Contract, Subject of the Contract
- The offers made by UJCO are non-binding and subject to change. The prices listed in the offer apply. Unless otherwise agreed, the contract with the Customer is concluded by sending the Customer’s order by email, by post, or by verbal confirmation via telephone.
- The scope of UJCO’s services is outlined in the contract concluded with UJCO.
3. Cooperation
- The parties shall work together in a spirit of trust and immediately inform each other of any deviations from the agreed approach or doubts about the accuracy of the other’s approach.
- If the Customer becomes aware that their own information and requirements are incorrect, incomplete, unclear, or infeasible, they must notify UJCO immediately of this and the recognized consequences.
- The contracting parties shall each appoint contact persons and their representatives who are responsible and knowledgeable in managing the contract.
- Any changes in the designated persons shall be communicated to the other party without delay. Until such notification is received, the previously named contacts and/or their representatives are considered authorized to make and receive declarations within the scope of their previous authority.
- The contacts shall communicate regularly regarding the progress and obstacles in fulfilling the contract to allow intervention in the contract’s execution if necessary.
- UJCO will create a record of the information exchanged by the contacts. This record shall be sent to the Customer. If the Customer disagrees with its content, they may have their opinion added to the record. This right must be exercised within one week of receiving the record.
4. Customer’s Duty to Cooperate
- The Customer shall support UJCO in fulfilling its contractual obligations. This includes, in particular, providing timely information, data, as well as hardware and software, as required. The Customer shall provide UJCO with comprehensive instructions regarding the services to be rendered.
- The Customer shall provide, in the required number, their own employees who have the necessary expertise for the performance of the contract.
- If the Customer has agreed to supply materials (images, audio, text, etc.) for UJCO as part of contract execution, they must provide these to UJCO immediately and in a standard, usable, preferably digital format. If a conversion to another format is necessary, the Customer shall bear the associated costs and ensure that UJCO receives the rights necessary for using these materials.
5. Involvement of Third Parties
The Customer is liable for third parties who act on their behalf or under their consent in UJCO’s area of activity as if they were their own agents. UJCO is not responsible for delays or inability to perform obligations due to actions by such third parties.
6. Deadlines
- Deadlines for performance may only be confirmed by UJCO’s contact person.
- The parties shall set deadlines in writing as much as possible. Deadlines that could result in default without a reminder under § 286 (2) of the German Civil Code (binding deadlines) must always be set in writing and marked as binding.
- UJCO is not liable for delays in performance due to force majeure (e.g., strikes, lockouts, government orders, general telecommunications disruptions, etc.) or circumstances within the Customer’s control (e.g., delayed cooperation, delays by third parties attributed to the Customer), and UJCO is entitled to extend the affected performance period accordingly.
7. Service Modifications
- If the Customer wishes to change the scope of UJCO’s services, they must express this in writing. UJCO will examine the implications of the requested change, especially regarding costs, additional work, and deadlines.
- UJCO will notify the Customer of the results of this examination, including a proposal for the implementation of the requested change or reasons why it is not feasible. The contract’s original scope remains if no agreement is reached or if the Customer withdraws the modification request.
- The Customer bears the costs for modifications, including examination and proposal preparation.
8. Compensation
- The Customer shall reimburse UJCO for expenses such as travel, lodging, and third-party costs. Travel costs are reimbursed only if the journey exceeds 50 km from UJCO’s location.
- UJCO’s fees are based on time and are billed monthly, with applicable rates subject to change by UJCO.
9. Rights
- UJCO grants the Customer a non-exclusive, geographically and temporally unlimited right to use the services provided by UJCO as intended by the contract.
- Any further use of the services beyond this is prohibited. The Customer is especially forbidden from sublicensing, copying, renting, or otherwise exploiting the services.
- Until full payment, UJCO may revoke the Customer’s right to use the services.
10. Intellectual Property Violations
- The Customer assures UJCO that they are the copyright holder or have the necessary exploitation rights for any material (e.g., images, graphics, texts) provided to UJCO.
- UJCO will indemnify the Customer from third-party claims of intellectual property infringement caused by UJCO’s materials.
11. Withdrawal
The Customer may withdraw from the contract only if UJCO is responsible for the breach of duty.
12. Liability
- UJCO is liable for intentional and gross negligence. For slight negligence, UJCO is only liable for damages resulting from injury to life, body, or health.
13. Non-Solicitation
The Customer agrees not to solicit UJCO’s employees for one year after the contract’s term.
14. Confidentiality, Press Release
- The parties shall use information solely for the contract’s purpose and not disclose it to third parties.
- The confidentiality obligation applies beyond the contract’s termination.
- Press releases and public references to the contract require prior written approval.
15. Dispute Resolution
- In case of disputes, the parties shall seek resolution through mutual discussions.
- If disputes remain unresolved, they may be resolved through mediation before taking legal action.
16. Miscellaneous
- The assignment of claims requires prior written consent.
- UJCO may name the Customer as a reference.
17. Place of Fulfillment, Jurisdiction
Busan is the place of fulfillment, and Korean law applies.
18. Severability Clause
Should any provision be or become void, ineffective, or unenforceable, the validity and enforceability of the remaining provisions remain unaffected.